1. DEFINITIONS AND INTERPRETATION
“Customer” means the person or corporate body who is buying the Goods from the Seller upon these Conditions.
“Conditions” means the Standard Terms & Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms & Conditions agreed in writing between the Customer and the Seller.
“Agreement” means the Contract for the sale and purchase of the Goods.
“Goods” means the Goods which the Customer agrees to buy from the Seller as shown in the Seller’s business catalogue.
“Price” means the price payable for the Goods and ‘Prices’ shall be construed accordingly.
“Seller” means Juel Business Services Limited whose principal place of business is at 462, Station Road, Dorridge, Solihull, West Midlands, B93 8HB.
“Contract means Specification stipulated by one party and accepted by the
Specification” other or specification in the Seller’s business catalogue.
“Distance means as defined in the Consumer Protection (Distance Selling)
Communication” Regulations 2000.
2. BASIS OF THE SALE
2.1. The Seller shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Customer or any written request of the Customer which is acknowledged by the Seller and accepted by the Customer in either case subject to these Conditions.
2.2. No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Seller.
2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Agreement, the Customer acknowledges that it does not rely on any such representations, which are not so confirmed.
2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. THE GOODS
3.1. The Seller shall take all reasonable steps to ensure that the Goods are of the right type and style but without any obligations to do so and without liability on the part of the Seller.
4. THE PRICE
4.1. The Price of the Goods shall be the Seller’s quoted Price.
4.2. The Seller reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price of the Goods to reflect any increase in the costs to the Seller, which is due to any fact beyond the control of the Seller such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods, which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate information or instructions.
4.3. The Prices are exclusive of any applicable Valued Added Tax which the Customer shall be additionally liable to pay the Seller.
4.4. In the event of any alteration being required by the Customer in design specification or quantities, the Seller shall be entitled to make an adjustment of the contract Price corresponding to such alteration.
4.5. The cost of carriage if required by the Customer shall unless otherwise stated be subject to an additional charge.
4.6. The cost of packaging shall, unless otherwise stated, be included in the Price.
5. DELIVERY AND RISK
5.1. Unless otherwise agreed by the parties, the Goods shall be delivered by the Seller to the Customer’s premises by the agreed date.
5.2. The Seller will endeavour to have the Goods delivered by the agreed date but it is agreed that the Customer shall not be entitled to terminate this Agreement by reason of the Seller’s failure to deliver by the agreed date. In this respect time shall not be of the essence unless previously agreed by the Seller in Writing.
5.3. The time for delivery does not begin to run until any necessary information required by the Customer has been received. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Customer.
5.4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Agreement and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the Agreement as a whole as repudiated.
5.5. The Seller reserves the right to withhold later deliveries until earlier ones are paid for.
5.6. The Seller reserves the right to terminate the Agreement if the Customer fails to pay for an instalment.
6. RETENTION OF TITLE
6.1. Goods delivered shall be at the Customer’s risk from the time they are delivered.
6.2. Property in the Goods delivered shall not pass to the Customer until the Customer has paid all the sums due to the Seller in respect of the Goods and any other account.
6.3. Until title in the Goods passes to the Customer, the Customer shall remain a bailee of the Goods and shall mark them so as to be clearly identifiable as the Seller’s property and store them safely and separately from other Goods and shall insure them to the full contract Price against all perils usual in the Customer’s business.
6.4. The Customer shall on request supply the Seller with a copy of the insurance policy and shall have the interest of the Seller noted on the policy.
6.5. The Customer’s right to possession of the Goods supplied by the Seller shall be terminated if the Customer is declared bankrupt or makes any proposal to his Creditors for any composition or voluntary arrangement or, if the Customer is a company, an Administrator or Administrative Receiver or Liquidator is appointed in respect of its business.
7.1. No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in writing of the Seller and on terms that the Customer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
6.1. The Seller may cancel this Agreement at any time before the Goods are delivered by giving written notice. On giving such notice, the Seller shall promptly repay to the Customer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
7. TERMS OF PAYMENT
7.1. Subject to any special terms agreed in writing between the Customer and the Seller, the Seller shall be entitled to invoice the Customer for the Price of the Goods on or at any time after delivery of the Goods.
7.2. The Customer shall pay the Price of the Goods within one calendar month of the date of the Seller’s invoice, and the Seller shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the Price shall be of the essence of the Agreement. Receipts for payment will be issued only upon request.
7.3. No further credit shall be given to the Customer unless agreed in writing by the Seller.
7.4. Except where the Seller reduces the contract Price, the Customer will pay the full invoiced Price of Goods delivered without any deduction or set-off on the grounds of any shortfall in delivery, defect in quality or failure to conform to specification or other breach of the agreement by the Seller.
7.5. The Seller reserves the right to charge interest at the rate of 4% per annum above the base rate of the Seller’s bank from time to time on any amount unpaid on a delivery basis after the due date for payment.
7.6. In the event of default in payment by the Customer in accordance with agreed terms, the Seller shall be entitled without prejudice to any other right or remedy to suspend all further deliveries without notice, and the Seller shall be entitled to bring an action for the Price notwithstanding that property in the Goods has not passed to the Customer.
8. DEFECTS APPARENT UPON INSPECTION
8.1. The Seller warrants that the Goods conform to the Contract Specification and with any sample referred to in the Contract Specification.
8.2. The Seller shall have no liability for any alleged failure of the Goods to conform to the Contract Specification unless such failure is notified within seven days of their being delivered. This notice should be in writing with details of the defects.
8.3. If any of the Goods are found not to be in accordance with the Contract Specification or are in any way defective or faulty, the Customer shall notify the Seller within seven days of their being delivered. The Seller’s representative may then visit the Customer’s premises and examine the relevant Goods and if they are found not to conform to the Contract Specification or are found to be defective or faulty the Seller may at its sole option either:
9.3.1. At its own expense replace the Goods found not to be in accordance with the Contract Specification or defective or faulty; or
9.3.2. Reduce the contract Price by an amount equivalent to that proportion of the Price payable in respect of the Goods found not to conform to the Contract Specification or defective or faulty.
8.4. The Customer shall in any case accept and pay at the contract rate for all Goods, which conform, to the Contract Specification.
8.5. For the avoidance of doubt, the Seller shall accept no responsibility or liability for damage caused to the Goods by the use or misuse of the Customer after delivery.
9.1 The Seller warrants that the Goods will correspond with the Contract Specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of despatch from the Seller’s premises.
11.1. Subject to expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a Customer within the meaning of Section 12 of the Unfair Contract Terms Act 1977, all warranties, conditions and terms implied by statute, regulation or common law are excluded to the fullest extent permitted by Law.
11.2. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements Order 1976) the statutory rights of the Customer are not affected by these Conditions.
11.3. Where the Goods are sold by means of Distance Communication, the Consumer Protection (Distance Selling) Regulations 2000 apply.
12.1. Either party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder in whole or in part with the prior consent of the other.
13.1. Unless expressly stated otherwise elsewhere in the Agreement, all notices which are required to be given shall be in writing and shall be sent to the address of the recipient set out in this Agreement.
13.2. Any notice may be delivered by first class prepaid letter post or by facsimile transmission and shall be deemed to have been served, if by post 48 hours after posting, or if by facsimile transmission at the time of transmission.
14.1. In the event of a breach of this Agreement, the party in breach shall indemnify, hold harmless and defend the other party from and against any and all claims, costs, demands, liabilities, losses, damages and expenses of whatever nature, including reasonable legal fees and expenses, relating to or resulting from such breach.
15. GENERAL MATTERS
15.1. This Agreement supersedes any previous Agreement between the parties in relation to the matters dealt with herein and represents the entire understanding between the parties in relation thereto.
15.2. No waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
15.3. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
16. FORCE MAJEURE
16.1. Neither party shall be liable for any delay in performing any of its obligations under this Agreement if the delay is caused by circumstances beyond their reasonable control.
16.2. If and when the period of incapacity exceeds 90 days, then the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
17. LAW AND JURISDICTION
17.1. This Agreement shall be governed by and constructed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts.