Terms and Conditions
(a) These conditions apply to all sales of goods by JFC Group Ltd (“JFC”), or any of its subsidiaries JFC Engineering Ltd (“JFC”), Status Seating Ltd (“STA”), being the owners of the trading styles of [JFC], [Status Seating] including any other company in which it holds a minority shareholding, also meaning any company within the group acting on behalf of another, (“the Seller”) and shall prevail over any other terms or conditions contained or referred to in the Customer order or in correspondence or elsewhere or implied by trade custom, practice or course dealing unless such other terms or conditions are specifically agreed to in writing by the Seller.
(b) The Seller’s agents shall not have the authority to enlarge, vary or exclude any of these conditions. Any purported enlargement, variation or exclusion thereof shall be without effect unless specifically agreed to in writing by the Seller and the Customer.
(c) The headings appearing above each condition are included for reference purposes only and shall not effect or limit the interpretation and effect of these conditions.
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Terms of Sale
(a) A quotation by the Seller shall constitute an invitation to treat and not an offer. The Seller may withdraw or amend any quotation at any time prior to the Seller’s acceptance of the Customer’s order.
(b) Quotations will remain valid for [one month in JFC & STA], or withdrawal, whichever shall be the earliest.
(c) The contract will only come into existence once the Seller has received and accepted the Customer’s order, and will be subject to these conditions. No agent or representative has the authority to vary these conditions or to enter into any contract except on the basis of them. Any terms or representation inconsistent with these conditions will only bind the Seller, if it is in writing and signed by a Director of the Seller.
(d) Unless otherwise agreed in writing by the Seller in (c) above, these conditions will override any terms and conditions stipulated or referred to by the Customer in their order or pre-contract negotiations.
(e) Any description, illustration or specification contained the Seller’s catalogues, samples, price lists, or other advertising material is intended merely to present a general picture of the goods and/or services, and will not form a representation or be part of the contract.
(f) Where the Seller has not acknowledged the Customer’s order in writing, these conditions will apply to the contract provided the Customer has had prior notice of them.
(g) The Seller reserves the right to correct clerical or typographical errors made by its employees at any time.
Specifications and Design
(a) Unless otherwise agreed by the Seller in writing the Seller reserves the right to alter specifications and designs without notice.
(b) If goods are made or services carried out to the Customer’s specification, then instruction or design will be the Customer’s responsibility. The Customer will indemnify the Seller against any infringement of any patent, design, right, registered design, trademark, trade name or copyright or other intellectual property right and any loss, damage, or expense it may incur because of any such infringement in any country. The Customer will also indemnify the Seller against any loss, damage or expense in respect of any liability arising under the Consumer Protection Act 1987 by reason of the specification or design of the goods and services.
(c) The Seller reserves the right to make any changes in the specification of the goods and/or services which are required to conform to any applicable safety or other statutory requirements.
(d) Where goods and/or services are to be supplied to the Customer’s specification, the Seller reserves the right to make any changes in the specification of the goods and/or services which do not materially affect the quality or performance of the goods and/or services.
(e) The Customer will pass on to all parties to whom it may supply the goods, all information as to the use and safe handling of the goods which ahs been provided to the Customer by the Seller.
Estimates for quantities and advice as to fitness for purpose
Any estimates in respect of quantities needed or advice as to the suitability or fitness of any goods for any particular purpose given by the Seller or its servants or agents will be treated as without obligation or responsibility on the part of the Seller and the Customer will be entirely responsible for ascertaining the quantities required and the suitability and fitness of the goods for their purpose.
(a) All prices shall be deemed to be exclusive of (1) Value Added Tax which shall be payable in addition by the Customer at the rate prevailing at the tax point and (2) the cost of packaging and of carriage from the Seller’s works which were requested by the Customer shall be payable in addition by the Customer.
(b) The Seller shall have the right at any time and without notice to revise the price payable for the goods sold to take account of increases in costs, including (without limitation) costs of any goods or materials or manufacturing, working on or supplying the goods and/or services, carriage, labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rate since the date of acceptance of the order.
(c) The Seller may also increase its prices at any time to take account of any error or inadequacy in any specification, instruction or design provided by the Customer or any modification carried by the Seller at the Customer’s request.
(d) If applicable, the cost of pallets and returnable containers will be charged to the Customer in addition to the price of goods. Full credit will be given to the Customer provided they are returned undamaged to the Seller before the due payment date.
(a) Delivery dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Customer in any respect of any failure to delivery on any particular date or dates, nor shall time be of the essence of any contract. The Seller may defer delivery or completion until any payments due from the Customer have been received. The goods may be delivered by the Seller in advance of any agreed date upon giving reasonable notice to the Customer.
(b) Where the Seller agrees to install the goods at the Customer’s premises the Customer shall provide unrestricted access to the installation area and ensure such area is ready in all respects for the installation on such date as may have been agreed between the parties. In the event that the Customer should fail to comply with this provision the Seller shall be entitled to make an additional charge in respect of any costs and expenses incurred in consequence.
(c) Where the Seller has not agreed to install the goods at the Customer’s premises, then, unless otherwise agreed in writing by the Seller, the Customer will take delivery of the goods at the Seller’s premises [within 28 days for JFC] [within 4 days for STA] of receiving notification that they are ready. If the Seller agrees to deliver the goods other than at its premises, the Customer will give the Seller all necessary instructions, and off-loading will be at the Customer’s risk and expense. If the contract is an international supply contract, it will be deemed to incorporate the latest edition of ‘incoterms’ current at the date of contract. If there is any inconsistency between ‘incoterms’ and any express term of the contract, the latter will prevail. The Seller will be under no obligation to give the Customer the notice specified
in section 32(3) of the Sale of Goods Act 1979.
(d) If the Customer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the Customer any goods of which the Customer refuses or fails to take delivery and the Customer shall in addition to the purchase price pay all costs of such storage and any additional carriage incurred as a result of such refusal or failure.
Cancellation or deferral
The Seller may in its sole discretion accept or reject the cancellation of any order once such order has been accepted by the Seller.
(b)The Seller will in no circumstances accept the cancellation of any order for goods which are to be specially made or obtained once such an order has been accepted by the Seller nor will any allowance be made in respect of such goods where they are subsequently returned.
(c) Without prejudice to the Seller’s right to the full purchase price for the goods and/or services, the Seller will be entitled to damages for any consequential loss due to the determination of the contract, whether it be from any composition or arrangement with its creditors or has a winding-up order made against it or has an administrative receiver or administrator appointed or passes a resolution for winding-up or a court makes an order to that effect or it breaches any of these conditions.
(d) Cancellation by the Customer will only be accepted at the discretion of the Seller, and only binding if in writing and signed by a Director. Any costs or expenses incurred by the Seller up to the date of the cancellation and all loss or damage resulting from the cancellation will be paid by the Customer to the seller forthwith.
Terms of Payment
(a) Credit accounts may be opened, subject to satisfactory credit references being obtained, in the Seller’s sole discretion. Payment for goods supplied on a credit account shall become due and payable not later than 30 days after the date of invoicing the goods (inclusive of the date of invoice). In the event of there being any default by the Customer in making payment as aforesaid the entire balance of the said account shall be payable forthwith and the Seller shall be entitled to charge interest thereon in accordance with sub-clause (d) hereof.
(b) For all other transactions quotations will be for cash with order. If cash is not paid with the order, the Seller shall have the right to require cash on delivery.
(c) The Customer shall not be entitled to withhold or set off payment of any amount due to the Seller under the terms hereof whether in respect of any claim by the Customer, in respect of goods supplied by the Seller or for any other reason which is contested or for which liability is not admitted by the Seller.
(d) Without prejudice to the Seller’s right to enforce payment, if the Customer fails to make payment as herein before provided the Seller shall be entitled to charge interest on any balance outstanding from the date the same became due for payment until payment is made at the same rate of 4% per annum above Barclays Bank Base Rate.
(e) Interest shall become due and payable pursuant to the foregoing clauses notwithstanding the fact that a portion of the account be subject of any dispute or query.
(f) If in the case of any sale involving more that one delivery default is made in payment on the due date, the Seller shall have the right forthwith to suspend any further deliveries until payment or by notice in writing to the Customer to terminate the contract in its entirety, whether or not the same is severable.
(g) If at any time the Customer (being an existing credit customer) being a company shall after its constitution or being a sole trader or partnership shall become incorporated or amalgamated with others, it shall be the duty of the Customer to give prior written notice to the Seller of the intended change (should the Customer wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with the new entity shall be in the sole discretion of and only deemed undertaken by the Seller if a written acknowledgment and acceptance is issued by the Seller’s Credit Controller or Seller’s Director.
(h) Time for payment will be of the essence of the contract.
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