GENERAL CONDITIONS OF SALE
In these conditions, the following words and expressions shall have the following meanings: –
“The Company” JG Services (UK) Ltd – (JGS)
(Company Number SC393721)
whose registered office is at
40 Grayshill Road
Westfield North Courtyard
Glasgow, G68 9HQ
“The Seller” JG Services (UK) Ltd – (JGS)
“Conditions” the terms and conditions set out herein.
“Contract / Contract Formation” a contract between the Company/Seller and the Purchaser/Buyer formed pursuant to Conditions.
“Order Acknowledgement” the Company’s/Seller’s written acknowledgement of the Purchaser’s/Buyer’s order also known as the “Order Confirmation”.
“The Purchaser / Buyer” the Person, Firm, Company or other body from whom an order is accepted by the Company/Seller as identified in the Order Acknowledgement.
“Supplier” a Supplier to the Company/Seller meaning Bedding Suppliers, Feed Suppliers, Packaging Suppliers, Transport Suppliers.
- Contract / Contract Formation
- The Purchasers order to the Company is an offer to enter into a contract to purchase goods from the Company on these conditions. Acceptance occurs and a contract is formed only upon the Company despatching to the Purchaser its Order Acknowledgment or when the good are despatched, whichever is earlier. A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or revise any quotation at any time prior to the Company’s acceptance of the Purchaser’ order.
- The Company shall sell and the Purchaser shall purchase goods in accordance with, and on the basis of, these conditions which comprises the only terms and conditions upon which the Company will supply the Goods to the Purchaser and in the event of any inconsistency shall prevail notwithstanding any terms or conditions contained in any purchase order, confirmation of order acceptance of estimate or quotation specification or other document proffered at any time by the Purchaser or otherwise brought to the Company’s attention by the Purchaser to the extent of the inconsistency.
- No order shall be binding unless confirmed by the Seller’s official Order Acknowledgement which is to be countersigned by the Buyer and returned to the Seller. Where orders specify delivery by instalments, each such instalment shall be deemed to be a separate contract.
- No order may be cancelled, unless the Seller gives consent in writing such to cancellation.
- In relation to any Contract, these conditions shall constitute the entire agreement between the Purchaser and the Company and supersede any previous agreement or arrangement between them relating to the subject matter of that Contract.
All quotations are subject to withdrawal or amendment at any time, prior to acknowledgement by the Seller, of an order for goods referred to therein and is also subject to materials being available at the time of confirmation of order. Clerical corrections are subject to correction.
Specifications quoted by the Seller must be treated as approximate only and the Seller reserves the right to amend without notice at any time prior to delivery, the specification, material and/or process of manufacture of its product.
- The price of the goods shall be as set out by the Company in an Order Acknowledgement or as otherwise agreed in writing by the Parties and/or any additional amount the Company is entitled to charge in addition to the price.
- The Purchaser shall not be entitled to make any deduction from the price of the Goods in respect of any alleged rights to set-off or counter claims.
- All prices are exclusive of carriage, unless otherwise specified.
- The Seller reserves the right to vary its prices without notice to the Buyer and the price payable by the Buyer shall be the price ruling at the date of delivery.
- When the quantity is less than that quoted for, or delivery is ordered in instalments less than those specified in the quotation, the prices quoted are subject to adjustment as appropriate.
- If, after the date of the order and before delivery of the goods to the Buyer, the Seller’s Supplier recommended price for any of the goods shall be altered, the increase in price shall be added to and become part of the contract price together with any related increase in Value Added Tax.
- Notwithstanding any sum for Value Added Tax specified in the order, the sum payable by the Buyer in respect thereof shall be such sum the Seller must pay at the time of the taxable supply of the goods.
- Subject always to satisfactory trade, bankers and other references which may be required by the Company, and unless terms of payment have been specifically agreed in the Order Acknowledgement or otherwise in writing by the Company, the Company shall be entitled to invoice the Purchaser for the price of the goods (together with any transport, packaging, insurance, VAT and other charges payable) or at any time after delivery is affected.
- Unless otherwise agreed in writing between the Seller and the Buyer, the Buyer shall pay all invoices in full within 30 days of invoice date.
- All amount due under a Contract shall be paid in full by the Purchaser without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.
- If the Purchaser fails, on the due date, to pay any sum due to the Company under the Contract then, without prejudice to any other rights or remedy available to the Company, the Company shall (as its option) without prejudice to any other rights or remedies of the Company, whether hereunder or otherwise at law or in equity be entitled: –
- To suspend performance of the Contract until payment is made in full or terminate the Contract immediately by written notice and
- To charge interest on overdue accounts at the rate of 2% per month to run from the date of payment until receipt by the Seller, such interest to continue before and after judgement until payment.
- The Company reserves the right at any time to require advance payment in cleared funds to be made by the Purchaser prior to delivery or collection (as the case may be) of the goods.
- Time for payment of the price due for Goods supplied by the Company and all other amounts due to the Company under the Contract shall be of the essence of the Contract.
- Failure by the Purchaser to pay any sums owing to the Company under the Contract or any other Contract will result in all indebtedness of the Purchaser to the Company becoming immediately due and payable.
- Where goods are delivered on returnable wooden pallets, a charge may be made, such charge to be credited as pallets are returned.
- When deliveries are spread over a period, each consignment will be dispatched and each invoice will be treated as a separate account and payable accordingly.
- The Seller will use its best endeavour to deliver products on the dates quoted, but such dates shall be treated as approximate only and not as a term of the contract.
6.2 The Seller shall not be liable for any loss, damage, injury or expense either direct or indirect and including but not limited to loss of profit or liability to third parties, which may be suffered by the Buyer by reason of the late delivery of the goods from whatsoever cause such late delivery may arise.
6.3 The Seller shall not be obliged to fulfil orders in the sequence in which they are placed or accepted.
6.4 Where the Buyer fails to accept deliveries in accordance with the terms and conditions of the order, the balance of undelivered goods shall be invoiced to the Buyer, the goods being held at the Buyer’s risk and any storage and additional carriage costs being charged to the Buyer’s account.
- Return of the goods will not be accepted unless the Seller or his appointed Representative shall first have had the opportunity of examining the same.
- In the event of goods being returned, the Buyer must obtain consent from the Seller together with a Returns Number provided that the goods are returned either within 14 days of delivery or by prior arrangement with the Seller.
- The Seller shall be under no obligation to give credit or refund for goods correctly supplied and/or customer ordered by the Buyer.
- The Seller reserves the right to levy a reasonable handling charge on any goods returned for credit or refund.
- No credit or refund will be given by the Seller in respect of delivery, postage or transit charges levied by the Seller, or incurred by the Buyer.
- Goods incorrectly supplied by the Seller may be returned to the Seller for credit or refund of the Buyer, provided that the goods are returned within 14 days of delivery and provided they are unused and undamaged and in the same condition as when delivered to the Buyer.
- Damage/Loss in transit
No claim for damage in transit, shortage of delivery or loss of goods will be considered unless notice in writing is given to both the Seller and the Carrier within 48 hours of receipt of the goods.
In the event of goods described in the order becoming unavailable, for whatever reason, the Seller may (whether the estimated delivery date has arrived or not) by notice in writing to the Buyer, cancel the contract. In such event any deposit paid shall be returned to the buyer.
The risk in the products will pass to the Buyer when they reach the destination nominated by the Buyer and before unloading.
- All claims must be made within 14 days following receipt of goods unless where elsewhere indicated.
- The Seller’s liability for shortage, failure or defect in the goods supplied shall be limited to the cost of making good any such shortage, failure or defect and the Seller shall not in any event be liable for damage or loss sustained or liability by the Buyer as a direct or indirect consequence of such shortage, failure or defect.
- The Buyer will indemnify the Seller against all loss incurred by or as a result of cancellation, such loss to include any cost of freight and storage.
- It shall be the responsibility of the Buyer to satisfy himself as to the fitness of the goods for any particular purpose and the goods are sold without any warranty, express or implied as to their suitability for a particular purpose or condition.
- The Seller shall not incur any responsibility or liability arising from any matter printed on the goods at the instruction of the Buyer.
- Instalment Codes
At the option of the Seller, products sold to the Buyer may be delivered in two or more consignments and, in the event, each consignment shall be deemed to form a separate contract. Failure to deliver or defective delivery of any one consignment shall not constitute a breach of contract in respect of other consignments.
- Samples, if any, submitted and/or the material covered, hereby represent the material the Seller believes to be a suitable material for the application based on information furnished. The Sellers products are sold with the understanding that the Buyer will test them in actual use and determine the products adaptability to its intended use/s. Material ordered based on samples submitted in accordance to the Sellers Product Specification will correspond with the samples in quality.
- The seller warrants to the Buyer that its products are free from defects in material and workmanship, but limits its obligation under the warranty to replacement of the products shown, within 30 days of receipt, to the Sellers satisfaction to have been defective at the time of delivery.
With the exception of the terms and conditions contained herein, any express or implied condition, statement or warranty, statutory or otherwise shall not be binding on the Seller. Under no circumstances will the Seller be liable for any loss, damage, expense or consequential damage of any kind arising in connection with the use or inability to use its products.
- Retention of Title
This contract provides for the supply of goods in Scotland.
- Property in goods supplied by the Seller under this contract will not pass to the Buyer until the Seller receives payment in full for such goods.
If this contract provides for the supply of goods in any part of the United Kingdom other than Scotland.
- The risk in the goods shall pass from the Seller to the Buyer upon delivery of such goods to the Buyer. However notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the goods were delivered.
- Property in the goods supplied by the Seller will pass to the Buyer only when the Buyer has paid in full all sums owing from the Buyer to the Seller (under this or any other contract) at the date upon which payment in full is received for goods supplied under this contract.
- The Buyer is not entitled to sell in the ordinary course of business as agent to the Seller any goods in his possession which, under the terms of sub-clause (ii) hereof remain the property of the Seller for the proceeds of sale.
- Upon being required to account to the Seller under the sub-clause (iii) hereof, the Buyer shall forthwith pay to the Seller the proceeds of sale by the Buyer of the goods supplied by the Seller to the extent only that such proceeds of sale do not at the date of payment to the Seller exceed the total sum then owing by the Buyer to the Seller under this or any other contract.
- Until such payment in full, the Purchaser shall:
- hold any Retained Goods on a fiduciary basis as the Company’s bailee;
- store any Retained Goods (at no cost to the Company) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Company’s property;
- not destroy, deface or obscure any identifying mark of packaging on or relating to any Retained Goods;
- maintain any Retained Goods in good condition;
- at its own expense keep the Retained Goods insured on the Company’s behalf against all risks to the reasonable satisfaction of the Company and on request produce the relevant policy of insurance for inspection by the Company.
- The Company reserves the immediate right of repossession of any Retained Goods exercisable at any time after delivery or collection of the Goods. The Purchaser hereby grants to the Company and the Company’s agents, employees and contractors an irrevocable licence at any time to enter any premises where Retained Goods are being stored without prior notice for this purpose in order to inspect them and identify them as the Company’s property.
- Cancellation and Amendment
- No cancellations or amendment to these Conditions or any Contract shall be binding on the Company unless agreed in writing by a duly authorised representative of the Company and on strict condition that all and any costs and expenses incurred by the Company in relation to the Contract in question up to the time of cancellation or arising out of amendment and all loss of profits and all other loss, damage, costs, charges and other expenses resulting to the Company by reason of and/or in connection with such cancellation or amendment will be fully reimbursed by the Purchaser to the Company no later than 30 days following such cancellation or amendment.
- Without prejudice to any other rights and remedies which the Company may have whether hereunder or otherwise at law or in equity, the Company shall have the right to cancel a Contract or any other Contract with the Purchaser.
- if the Purchaser commits to anticipatory breach of the Contract or any other contract with the Company.
- If the Company has any reason to doubt the credit worthiness of the Purchaser.
This document contains the whole Terms of the contract and no variation of the terms of the contract shall be valid unless agreed and made in writing by an Authorised Officer of the Seller, and no waiver of any breach by either party of the terms of the contract shall prejudice the Seller’s strict legal rights hereunder. In the event of any conflict between these terms and any other terms or conditions, these terms will prevail.
The performance of all contracts is subject to variation or cancellation owing to Act of God, War, Strike, Lock-out, Flood, Drought, Riot, Civil Commotion, restriction by Government or other competent Authority or any other cause beyond the Seller’s control, or owing to the seller’s inability to procure materials or articles except at enhanced prices due to any of the foregoing causes.
Orders or contracts shall be governed by and interpreted according to the Law of Scotland and save where the Seller elects otherwise shall be subject to the exclusive jurisdiction of the Courts of Scotland.