Account: the credit account (if any) provided to the Customer by the Company;
Additional Terms: any terms varying or adding to the Conditions that are included within the order acknowledgement or otherwise agreed in writing by the Company;
Company: JA Upholstery Ltd, which is a company registered in
Contract: any contract between the Company and the Customer for the purchase of Goods and/or Services in accordance with and subject to the Conditions and Additional Terms;
Customer: the person, company or other type of organisation that enters into a Contract;
Goods: goods the Company agrees in a Contract to supply to the Customer;
Price: is defined in Condition 7.1; and
Services: services the Company agrees in a Contract to supply to the Customer.
2. APPLICATION OF TERMS
2.2 Any variation to the Conditions, and any representations about the Goods and/or Services, shall have no effect and shall not form part of the Contract unless expressly agreed in writing by the Company.
2.6 No binding Contract will come into existence until an order acknowledgement is given by the Company in accordance with Condition 2.5 or, if earlier, by the Company delivering the Goods or commencing performance of the Services (whichever is the earlier).
3.1 The quantity and description of the Goods and/or Services is set out in the Company’s quotation and/or order acknowledgement and the Contract.
3.3 The Company reserves the right to change any descriptions, drawings, specifications, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without notice.
3.4 The Customer acknowledges that, whilst every effort will be made by the Company to match all colours and finishes, Goods are supplied on the understanding that there may be slight dye and shade variations and that the finish of Goods containing natural products or materials (such as wood) or leather products may vary from sample to sample and product to product, may not be uniform in colour or texture, or in the case of wood may contain grain variations, and may include natural marks and scars. Any such natural variations shall not be a defect for the purposes of Condition 10.2.
4.2 The Company will endeavour to deliver the Goods and perform the Services by the date specified by the Company or, if none is specified, within a reasonable period of time. However, any such specified date is an estimate only and it is hereby expressly agreed that time for delivery shall not be, and shall not be made by notice, of the essence.
5.1 The Customer shall pay the Price and any other amounts due under the Contract and these Conditions in accordance with Condition 8.
5.2 The Customer agrees and warrants to co-operate fully with the Company and provide any assistance required by the Company to supply the Goods and/or Services, in particular, but without limitation, the Customer agrees to do the following at its own expense:
(a) provide adequate and appropriate equipment and suitably trained and competent personnel at the Delivery Point to unload/load the Goods;
(b) inspect and check the Goods on delivery to ensure that they conform to the Contract and the Customer’s requirements;
(c) ensure an authorised representative of the Customer signs the delivery note (or the equivalent carrier’s documentation) on delivery to confirm that the Goods are as ordered and undamaged;
(d) ensure any material provided to the Company by the Customer for incorporation in to the Goods is fit for purpose;
(e) notify the Company of any particular purpose and/or specification required for the Goods and provide the Company with any and all other information, co-operation and support reasonably required to enable the Company to perform the Services and/or deliver the Goods in accordance with the Contract; and
(f) ensure that the Customer and all relevant users of the Goods (including, without limitation, employees, customers and/or agents of the Customer) are (to the extent reasonably required) fully familiar with the applicable instructions of installation, care, use and/or maintenance for the Goods, and that the Goods are used in accordance with such instructions and only for the particular purpose of the Goods or such other reasonable purposes.
5.3 If Goods are supplied under a Contract for use in conjunction with the Customer’s existing equipment and/or structures the Customer shall be entirely responsible for ensuring that such equipment and/or structures are in all respects suitable and adequate for the purpose and properly installed.
7.1 Unless otherwise agreed by the Company in writing and subject to Conditions 7.2 and 7.3, the price for the Goods and/or Services shall be the price stated in the quotation or order acknowledgement provided by the Company to the Customer in accordance with Conditions 2.3 and 2.5, together with any VAT and delivery costs (“Price”).
8.1 Unless otherwise agreed in writing, for Customers with an Account that has not reached its credit limit each invoice submitted by the Company shall be paid by the Customer by the 20th day of the month after delivery. For Customers without an Account, or with an Account that has reached its credit limit, the Price shall be paid for at the time of the order or on delivery as directed by the Company. Time for payment shall be of the essence.
8.3 The Company reserves the right to suspend the Account if it decides, for whatever reason, that it requires further security from the Customer, other than that already provided (if any), for the performance and discharge of the Customer’s obligations under any Contract or for any other reason it considers reasonable. The Customer agrees to use its best endeavours to ensure that any additional security required by the Company (including, but not limited to, a third party providing a guarantee) is provided. The Company may decide to reinstate the Account if the Customer provides the additional security required or meets any other conditions required to be satisfied by the Company.
8.4 If the Company exercises its right to cancel or suspend the Account, in accordance with Conditions 8.2 and 8.3 respectively, all sums owed to the Company by the Customer at the date of cancellation or suspension shall be payable on demand and the Company may continue trading with the Customer on the basis set out in Condition 8 for Customers without an Account.
8.5 No payment shall be deemed to have been received until the Company has received cash or cleared funds and all sums payable to the Company under a Contract shall become due immediately on its termination, howsoever arising.
8.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
8.7 Without prejudice to any of its other remedies, if any amount due from the Customer is not paid in accordance with the Conditions the Company may do all or any of the following:
(a) treat any or all Contracts as repudiated by the Customer;
8.8 On termination of the Contract, howsoever caused, the rights of the Company in this Condition 8 shall remain in effect.
9.1 If the Customer cancels the Contract before delivery of the Goods and/or performance of the Services then the Customer shall pay the Company such amount as the Company considers reasonable in the circumstances.
9.2 Any amounts payable by the Customer under Condition 9.1 shall be invoiced by the Company and shall be payable by the Customer within 7 days of the invoice date or as otherwise directed by the Company.
11.1 Subject to Condition 10, Condition 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and/or sub-contractors) to the Customer in respect of any breach of the Contract and any representation, statement, tortious act or omission, including negligence, arising under or in connection with the Contract.
(a) the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential) or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract; and
(b) the Company’s total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to £10,000. If the Price is greater than £10,000, the Company’s liability shall be limited to the Price.
12. FORCE MAJEURE
12.1 The Company reserves the right to defer the date of delivery of the Goods and/or performance of the Services or cancel the Contract (in each case without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes (other than in relation to the Company’s own workforce), or restraints or delays affecting suppliers or carriers, or inability or delay in obtaining supplies of adequate or suitable goods and materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
14.1 If there are any differences between the information within the quotation and the order acknowledgement in respect of any Contract the latter shall prevail.
14.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.3 All intellectual property rights, including, but without limitation, copyright and trademarks, and all other rights in any documentation or materials provided by the Company to the Customer under the Contract shall belong to the Company.
14.4 Except as permitted by law, the Customer shall not disclose any confidential information or commercial know-how provided by or relating to the Company.
14.6 Failure or delay by the Company to enforce, or partially enforce, any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall be in writing and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.
14.7 No provisions of the Contract are enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
The formation, construction, performance, validity and all
aspects of the Contract shall be governed by the law of
14.9 All communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in writing. All communications and notices sent, and invoices issued, shall be sent to the other party’s registered address, or such other address as is notified in writing by the other party, either by hand, first class post, email or facsimile and shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post, and on completion of transmission if sent by email or facsimile.