In these General Conditions R&JP International Limited is referred to as “the Company” the person to whom the Company is selling is referred to as “the Buyer” and the goods materials equipment or services (as applicable) being sold by the Company to the buyer is referred to as “the product”.
‘We or us’ means R&JP International Limited a company registered in England with the registration number 0136670 whose registered office is at Unit 4-5, Osier Way, Park Street Industrial Estate, Aylesbury, Bucks HP20 1EB.
‘Conditions’ means the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any additional terms and conditions agreed in writing between you and us.
‘Order’ means any contract between you and us for the purchase of Products.
All sales are made and all orders accepted are subject to the following conditions.
Any conditions in a buyer’s order inconsistent with these conditions shall not apply.
1. VARIATION OF CONDITIONS
No amendment or change shall be made in these conditions except by agreement in writing signed by an authorised official of each party.
All quotations unless a contrary intention appears on the face thereof are open for acceptance for a period of 30 days from the date thereof. Any acceptance received late may be accepted by the Company in its discretion in which case it shall be binding upon the buyer.
Clerical errors and/or omissions in the Company’s quotation, order acknowledgement or invoice shall be rectified by the Company as soon as discovered and such errors and omissions shall not be binding upon the Company nor permit the buyer to vary the contract or any of its terms.
3. PRODUCT AVAILABILITY
All offers to supply products from stock are subject to the products being available at the time of receipt by the Company of the buyer’s order.
Where the product is not in stock at the date of receipt of the buyer’s order then this contract shall not be binding upon the Company unless and until the product has been safely delivered to the Company’s premises or otherwise accepted by the Company as being under its control. Any increase occurring after the date hereof in the rate of insurance or other charge, tax, levy, duty or imposition charged to the Company relating to the product shall be reimbursed to the Company by the buyer. Delivery dates of contracts cannot be guaranteed until stocks are received by our warehouse.
Where the product is sold by reference to the Company’s published price list, the price payable for the product shall be the ruling price as published in the price list current at the date of despatch of the product from the Company’s works.
In other cases the price stated in the contract is based on the cost to the Company of materials, fuel and power, transport and labour at the date of acceptance of the order or quotation (whichever is earlier). If at the date of despatch of the product from the Company’s works there has been any increase in all or any of such costs, the price payable for the product may at the request of the Company be increased accordingly.
Where the price for the product is varied in accordance with this condition the price as varied shall be binding on both parties and shall not give either party any option of cancellation.
Where the buyer has specified that, the goods be of a certain colour or size, such specification shall be subject to reasonable commercial variation.
There shall be added to the price for the product any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the product (whether initially charged on or payable by the Company or the buyer) and (where appropriate) the freight and other charges as specified in the relevant carriage tariff current at the date of despatch.
All products are sold “ex works” unless otherwise stated.
5. TERMS OF PAYMENT
Prices quoted are net. Unless otherwise expressly agreed accounts are due for payment not later than the end of the month following the month of despatch. New accounts /orders will be proforma basis and payment will be required immediately and orders will not be progressed until full payment is received. When deliveries are spread over a period each consignment will be invoiced as despatched and each months invoices will be treated as a separate account and be payable accordingly. Failure to pay for any product or for any delivery or instalment shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the buyer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue accounts at the rate of 2% per month. The Company reserves the right where genuine doubts arise as to the Buyer’s financial position or in the case of failure to pay for any product or any delivery or instalment as aforesaid to suspend delivery of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.
6. ORDERS & SPECIFICATIONS
An order can only be varied by agreement in writing signed by our authorised representative.
No order documentation submitted by you shall be deemed to be accepted by us unless and until confirmed either in writing by our authorised representative.
You must make sure that any Order you place with us correctly states your requirements including, without limitation, any discounted price we may have agreed and that you give us any necessary information relating to the Products (such as any specification) within a sufficient time to enable us to meet the Order. You should also check any artwork submitted for approval, to ensure this we require that you approve submitted artwork in writing. We will not be liable if the Products do not meet your requirements because you fail to do this. To give you assistance with this, calls relating to the placing of Orders may be monitored and/or recorded in accordance with the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2008.
The quantity, quality and description of and any specification for the Products shall be as set out in the Order or any approved artwork we submit to you.
If the Products are to be manufactured or any process or markings are to be applied to the Products by us in accordance with a specification submitted by you, you grant to us a licence in respect of any materials in which you or a third party hold rights to apply such material in accordance with the Order. You indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with or paid or agreed to be paid by us in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from our use of your specification.
We reserve the right to make any changes in the specification of the Products which are required to conform to any applicable statutory or EC requirements or, where the Products are to be supplied to our specification, which do not materially affect their quality or performance.
No Order may be cancelled by you except with our agreement in writing. Cancellation shall incur an administration charge of £25 per order, You shall also indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), plate charges, damages, charges and expenses incurred by us as a result of such cancellation. Such charges are only applicable after our paper/product proof and/or order confirmation approval.
No product samples shown, demonstrated or supplied to you by or on our behalf shall be used for any purpose or be reproduced or copied in any shape or form (including without limitation, photographed) by you without our prior written consent. We give no warranty or representation in relation to any such samples. You indemnify us against all loss, costs, damages, charges and expenses incurred by us in relation to any breach of this clause by you and in particular (without limitation) any claim against us for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights arising out of the use or copying of any such product samples by you.
7. DELIVERY BY INSTALMENTS
In all cases where the contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate contract and cancellation of any one instalment or part delivery shall not avoid or affect contracts as to the other instalments or part deliveries.
8. NON DELIVERY AND DELAY
Dates for delivery are approximate and unless the parties agree in writing otherwise time shall not be of the essence of the agreement.
The Company shall not be liable for any direct or indirect loss arising from non-delivery or delay in delivery of any products as a result of any cause beyond the Company’s reasonable control. The buyer shall have no right to cancel any order nor to refuse delivery of any consignment on the grounds of delay or non- delivery resulting from such a cause.
Where a delay in delivery or the non-delivery is due to a cause within the Company’s reasonable control the Company’s liability and the buyer’s exclusive remedy shall be limited to the right to cancel the contract to the extent only of the products affected.
The buyer shall give the Company instructions for delivery of the product not less than seven days before delivery is required and in all cases such notice must be reasonable.
If the buyer does not take delivery of the product at the appointed place and time the Company shall be entitled to store the product on the buyer’s behalf and all charges for storage, insurance and demurrage thereby arising shall be payable by the buyer.
The Company shall be entitled to invoice the product in accordance with condition 5 hereof when the buyer has not taken delivery of them at the appointed place and time.
No returns will be accepted without written authorisation from a representative of the Company. Goods returned to the Company without such authorisation will be returned and carriage charges will be forwarded.
11. STOCK RESERVATIONS
Please note that stock can only be held whilst awaiting our artwork and/or order confirmation approval approval for a maximum of fourteen days, unless otherwise agreed. Stock can be held for a maximum of 24 hours pending order confirmation, unless otherwise agreed. For further details, please speak to our sales team.
12. PROPERTY AND RISK
The ownership of the product shall remain with the Company, which reserves the right to dispose of the material, until payment in full for the product has been received by it in accordance with the terms of this contract. Until that time the buyer shall hold the product as bailee and shall store it in such a way that it can be identified as the Company’s property and shall keep it separate from the buyer’s own property and the property of any other person.
Although the product shall remain the Company’s property until the buyer has paid for it in full the risk in the product shall pass to the buyer when the product is loaded on to the buyer’s carrier’s vehicle or when delivered to the buyer’s order whichever is the sooner. The buyer shall insure the product from the time of delivery against loss or damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Company as trustee for the Company.
The buyer’s right to possession of the product shall cease if:-
The buyer has not paid for the product in full by the expiry of any credit period allowed by this contract; or
The buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or
A Receiver Liquidator or Administrator is appointed in respect of the buyer’s business. On cessation of the buyer’s right to possession of the product in accordance with this clause the buyer shall at its own expense make the product available to the Company and allow the Company to re-possess it.
If any of the product is incorporated in or is used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Company until payment has been made or the other goods sold by way of a bona-fide sale at full market value, and all the Company’s rights in the product shall extend to those other goods.
Until payment in full is made by the buyer to the Company in respect of any indebtedness arising other than from a failure to pay for the product the subject matter of this order, ownership of the product shall remain with the Company.
The buyer shall pending payment to the Company in full retain the proceeds of sale of the product or any item incorporating the product in a separate account. Such proceeds of sale shall be and shall remain the property of the Company until payment is made.
The buyer hereby grants the Company its agents and employees an irrevocable licence to enter any premises where the product is stored in order to re-possess or inspect the product.
Notwithstanding the foregoing the Company may at its election and in its absolute discretion by notice in writing to the buyer transfer the property in the product to him.
Any defects in the product howsoever arising must be notified in writing to the Company by the buyer within 14 days of their receipt.
In the event of such notice being received and the defects complained of being confirmed by the Company or by an independent expert the Company shall at its option either rectify the defects free of charge, or replace the defective product free of charge or allow to the buyer a credit in the amount of the defective products.
Where products are reported to be defective they must if required by the Company be retained by the buyer for inspection by the Company.
Save as hereinbefore provided the Company shall be under no liability to the buyer in respect of any defects in the product.
14. EXCLUSIONS AND LIMITATION OF DAMAGE
No condition or warranty or other undertaking is given whether express or implied (save in so far as the same by statute cannot be excluded) by custom common law, statute or otherwise in relation to the quality or workmanship of the products or the performance and delivery of the order nor in relation to the suitability of any materials supplied for a particular application whether notified by the buyer or not save as is hereinbefore set out. Any such condition, warranty or undertaking is hereby excluded for all purposes. Save as is hereinbefore provided the Company shall be under no liability to the buyer and under no circumstances howsoever arising shall the Company’s liability to the buyer exceed the cost of the product to which any complaint relates. In particular the Company shall not be liable for any consequential loss howsoever arising.
In no circumstances whatsoever shall the Company be liable to the buyer for loss or damage howsoever arising unless the Buyer shall have followed the Company’s and/or the manufacturer’s instructions (as the case may be) at all times. Further in any such case the Company’s liability shall be limited as in 11(a) hereof.
All warranties, conditions and representations in the respect of the goods are hereby expressly excluded and the Company shall not be liable for any loss, injury or damage arising directly or indirectly from the use, application or storage of such goods. Without prejudice to the above, the Company will be prepared to consider claims concerning the quality of the goods provided that such claims are notified to the Company within seven days of receipt of the goods by the buyer and are limited to the invoice value of the goods.
16. BUYER’S MATERIALS
Where material or other property is supplied to the Company by the buyer or on behalf of the buyer (whether owned by the buyer or not) whether to be held or to be worked upon by the Company for the purposes of this contract the Company accepts no responsibility for imperfect work caused by defects in, or the unsuitability of any material or property so supplied. The Company shall not be liable for any damage to such materials/products caused during the course of manufacturing, processing or finishing by the Company.
17. REJECTION OF ORDERS
The Company reserves the right to reject an order on giving written notice thereof to the buyer within seven days of the receipt of the order. In the event of such rejection no liability shall accrue to the Company.
18. DRAWINGS AND INFORMATION
The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the buyer to the Company, whether written or verbal, are in all respects complete, accurate and entirely suitable for the buyer’s requirements.
All artwork visuals and images provided by the company remain the property of the Company at all times, they are not to be used for any other purpose other than for company orders, unless agreed by an authorised member of the Company. Visuals are to give a rough idea of what can be achieved and are only for visual purposes. Size, layout, position, colours are all approximate and may not be 100% conform due to manufacturing/printing limitations.
Samples provided prior to orders may vary from the actual finished product, size, colour, density and smell are not guaranteed.
Any indication as to the size, thickness, density, colour or other description of the product is approximate or nominal only.
The Company does not guarantee the suitability of the goods for any specific purpose.
Tools made for the manufacture of the goods to be supplied to the buyer shall remain the property of the Company even though the buyer may have been charged with a sum in respect of such tools.
Stress Products are sold as promotional items only. They are NOT sold as toys and are NOT suitable for children under the age of 36 months.
Any indication as to the size, position, colour or other description of the print is approximate or nominal only.
All prints are not guaranteed for any specific purpose.
23. CONSEQUENTIAL LOSS
The term “consequential loss” includes claims for breach of contract in respect of losses arising directly and naturally as a result of such breach.
24. LOSS OR DAMAGE IN TRANSIT
Save in cases where the Company is responsible for the delivery of the product it shall not be liable for any damage, shortage or loss in transit or in respect of any claim consequential thereon.
In cases where the Company is responsible for the delivery of the product the buyer shall notify the Company and carrier in writing of any shortage, damage, or loss in transit within 3 days of the date of receipt.
In cases where notice is given under (b) hereof the Company’s liability shall be limited to the cost of the product so damaged lost or in short supply. The Company shall not be liable for any consequential loss.
In cases where the Company is responsible for delivery of the product the buyer shall be responsible for providing labour for the purpose of unloading and such unloading shall be at the buyer’s risk. In the event of unloading being undertaken by the Company’s employees either (a) pursuant to the buyer’s instructions or (b) in the absence of instructions from the buyer, such unloading shall again be at the buyer’s risk.
In the absence of claims with the terms mentioned above, the goods shall be deemed to have been delivered in accordance to the contract.
The Buyer shall indemnify the Company against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the buyer’s instructions whether express or implied.
Unless otherwise specified, packing cases, packing materials and extra handling will be charged extra.
The Company uses its best endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Company for breakage or damage in transit on the ground of alleged unsuitability of packing.
27. PROCESSING OF PRODUCTS
Where the Company agrees to process the product for the buyer the Company may at its option sub-contract such processing work to a Third Party and in such instance the Third Party’s contract conditions (if any) shall apply and bind the buyer in circumstances where he has been given notice thereof prior to the sub-contract work being performed.
The Company shall be entitled to fulfil any contract by the delivery of 10% more or less than the contract quantity or weight and the price payable by the buyer shall be adjusted accordingly. The Company may at its option make up the balance of any order by the delivery of the balance thereof no later than three months following the despatch of the last delivery.
The Company will use its best endeavours to deliver the product ordered by the buyer but reserves the right without giving the buyer prior notice to supply alternative products provided they are of a quality and standard equal to the products ordered.
29. ENGLISH LAW
These conditions and any contract made in accordance therewith shall be construed and take effect in accordance with English Law and any such contract shall be deemed to have been made at Sheffield in England.
The Company’s rights shall not be prejudiced by any indulgence or forbearance extended to the buyer and no waiver by the Company of any specific breach of the buyer shall operate as a waiver of any other breach.
In the event that it shall be determined that any of these conditions shall be invalid or unenforceable for any reason whatsoever it is hereby declared and confirmed that such determination shall not affect any other provisions of these conditions all of which shall remain in full force and effect.