J M C RECYCLING SYSTEMS LTD. STANDARD TERMS AND CONDITIONS OF SALE
1 Definitions
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Dispatch Date’ means the date specified by the Seller when the goods are to be dispatched from the premises of the Seller.
1.4 ‘Goods’ means the products which the Buyer agrees to buy from the Seller.
1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.
1.6 ‘Seller’ means J M C Recycling Systems Ltd, Harrimans Lane, Dunkirk, Nottingham, England NG7 2SD
1.7 ‘Warranty Period’ means the period specified in the Quotation during which the Seller will replace parts under warranty subject to the conditions set out in the Quotation.
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to
apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 No order shall be binding on the Seller until the Seller has accepted that order in writing.
2.4 A quotation by the Seller does not constitute an offer by the Seller to supply Goods.
2.5 The Seller may at its discretion refuse to accept any order which constitutes part only of Goods forming the subject of a quotation.
2.6 Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.7 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless in writing and signed by a Director of the Seller.
2.8 Quotations may be withdrawn by the Seller at any time and if not withdrawn shall automatically lapse ninety (90) days from the date of the quotation.
2.9 No order made by a Buyer upon the telephone shall be binding upon the Seller unless or until it is confirmed in writing by the Seller.
3 The Price and payment
3.1 The Price shall be the price set out overleaf. All prices are ex-works unless otherwise stated. The Price is exclusive of VAT which shall be due if so specified at the rate ruling on the date of the Seller’s invoice.
The rates and prices given in any quotation are not subject to any discount, except such as may be expressly specified in that quotation.
3.2 Payment of the Price (and VAT if specified) shall be due as set out overleaf.
3.3 Payment may be made by cash bank transfer banker’s draft cheque draft cheque irrevocable letter of credit debit or credit card acceptable to the Seller.
3.46 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% above the Bank of England’s base rate from time to time in force and shall
accrue at such a rate after as well as before any judgment.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.2 All drawings and specifications, including without limitation details of weights and dimensions submitted or made available to the Buyer are approximate only and shall not be binding on the Seller.
Any increase in carriage or shipping charges due to any weight or specification not being as quoted shall be the liability of the Buyer.
4.3 The Buyer may, upon reasonable notice and subject to the consent of the Seller, inspect and test the Goods at the premises of the Seller during normal working hours at the cost and expense of the Buyer.
4.4 The Buyer shall ensure that proper arrangements are made at the expense of the Buyer for the unloading of the Goods at the destination specified by the Buyer.
4.5 Where commissioning of the Goods is included in the Price the Buyer shall give to the Seller at least 14 days notice of the date on which the commissioning of the Goods by the Seller or its agent may commence.
The Seller will confirm a date thereafter on which it intends that installation commissioning may commence. The Buyer shall facilitate access by the Seller or its agents to such areas and facilities as are reasonably required by the
Seller for the purposes of commissioning the Goods. The Buyer shall provide and connect all electrical and other services as specified in the quotation at its own expense at such times as shall be specified by the Seller or its agent.
4.6 The Seller shall not be liable for any actions of any employee or agent of the Buyer or the consequences of such actions during commissioning or training under clause 4.5.
4.76 When commissioning and training is complete the Buyer shall confirm in writing that it accepts the Goods and confirm that full and sufficient training in operation of the Goods has been completed by employees specified by the Buyer.
The Buyer shall train any additional employees who are to operate or maintain the Goods and shall ensure that no untrained employee or agent of the Buyer operates or maintains the Goods. Upon the written confirmation of acceptance
of the Goods by the Buyer payment of any balance outstanding of the Price shall be immediately payable.
5 Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the general description given by the Seller provided that all specifications, figures, sizes and other descriptions are approximations only and should not be
relied on as totally accurate.
5.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose
of the Goods.
5.3 If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any accepted defect.
5.4 The Seller’s employees or agents are not authorised to make any representations regarding the Goods unless made by the Seller in writing and signed by a Director. The Buyer must place no reliance upon any such representation
purported to be made for or on behalf of the Seller. In placing an order the Buyer acknowledges that it does not rely on and waives any claim for misrepresentation breach of warranty or condition other than arising from representations or
statements made in writing by the Seller. Where the Buyer is a Consumer this clause does not affect your statutory rights.
5.5 The Seller’s liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered
by the Buyer or liability to third parties incurred by the Buyer.
5.6 The Seller shall not be liable for damage or deterioration of the Goods or injury to any person due to matters beyond its control including (but not by way of limitation) unsuitability of storage conditions, alterations to the Goods
without the Sellers consent, use of the Goods beyond rated capacity or in detrimental conditions, misuse neglect or use with unsuitable fuels or lubricants or failure to follow the Sellers instructions.
5.7 No modification may be made to the Goods by or on behalf of the Buyer during the agreed Warranty Period without the prior consent in writing of the Seller. Where any such modification or the replacement of any part of the Goods
shall be agreed in writing by the Seller during the Warranty Period only parts authorised by the Seller or its agent shall be used.
5.8 All warranties and conditions whether implied by statute or otherwise are excluded from this contract Provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the
Seller or affect the statutory rights of a Buyer dealing as Consumer.
5.9 The Seller may grant time or other indulgences to the Buyer without affecting the Sellers rights against the Buyer under the Conditions.
6 Delivery of the Goods
All Goods are quoted ex works unless otherwise specified in writing signed by a Director of the Seller. The Buyer shall arrange and pay for shipping and insurance from the address of the Seller.
7 Acceptance of the Goods
7.1 Where delivery of the goods is included in the Price, the Goods should be examined immediately upon arrival and any apparent damage or defects reported in writing to the Seller within 24 hours of delivery. If this period expires
without the Seller receiving any intimation of rejection the Buyer shall be deemed to have accepted the Goods and will be bound to pay for them.
7.2 The Buyer shall indemnify the Seller against any loss suffered because of the Seller’s inability to claim against the carriers as a result of the breach of Clause 7.1 by the Buyer.
7.3 The Buyer shall give the Seller reasonable opportunity to examine during normal working hours any Goods which are the subject of a claim.
8 Title and risk
8.1 The Goods shall be at the Buyer’s risk as from delivery or if collected ex-works from the moment that they are loaded onto the Buyer’s vehicle.
8.2 In spite of delivery or collection having been made property in the Goods shall not pass from the Seller until:
8.2:1 the Buyer shall have paid the Price plus VAT in full; and
8.2:2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or
dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds
of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.4 Should the Buyer convert the Goods (or any of them) into a new product whether or not conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions the conversion shall be effected by
the Buyer solely as agent for the Seller who shall have the full legal and beneficial ownership of the new products.
8.5 Should the Goods which are the property of the Seller be admixed with goods the property of any person(s) other than the Buyer, then the product thereof shall be deemed to be owned in common with such person(s).
8.6 The Buyer shall be permitted to sell the new products in the normal course of business. In this respect the Buyer shall act as agent for the Seller and the proceeds of any such sale shall be held in trust for the Seller in a separate account
or in a manner which enables the proceeds to be identified as such.
8.7 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and the new products and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods and
the new products (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.8 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.9 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter
upon any premises owned occupied or controlled by the Buyer where the Goods and new products are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease. If the Goods are
part of a larger item and they are removed, causing either damage or instability, the Seller shall not be liable for any damage or loss whatsoever arising as a result of the removal of the Goods.
8.10 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever
owing by the Buyer to the Seller shall forthwith become due and payable.
8.11 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller
produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.12 If the Buyer is a limited company registered in England and Wales the Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part X11 as amended.
Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. Intellectual Property
All copyright design right and other intellectual property rights in and relating to the Goods remain the property of the Seller
10 Uncollected Goods
10.1 If the Buyer fails to collect or arrange for the shipment of the Goods within 7 days of notification by the Seller that the Goods are ready for shipment the Seller may charge the Buyer for all storage expenses incurred as a consequence
and the risk of loss or damage shall pass to the Buyer. If the Goods remain uncollected or shipped after 28 days the Seller may dispose of the Goods and account to the Buyer for any proceeds of sale less the costs of sale
Transportation storage and any sums due and owed in any way by the Buyer to the Seller and upon accounting to the Buyer be discharged from any liability to the Buyer in respect of the Goods.
10.2 The provisions of clause 10.1 shall apply to the return of the Goods or any part thereof to the Buyer for repair modification or any other reason at any time hereafter
11 Force Majeure
In the event that the Seller shall be delayed or prevented from carrying out any of its obligations under this Contract as a result of any cause beyond its control including (but not by way of limitation) war invasion, hostilities, civil war
strife o r commotion strikes, lock outs, sabotage, breakdown of plant, failure of third parties to deliver goods or materials, storm, flood , fire, shortage of labour, equipment supplies, or materials, order of local or national authority or
any other cause The Seller shall be at liberty at its election to suspend the Contract in which case it shall be relieved of all obligations and liabilities incurred under such Contract insofar as and for so long as the fulfilment of such
obligations and liabilities is Thereby prevented frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.
12 Proper law of contract
120.1 This contract is subject to the law of England and Wales.
120.2 All disputes arising out of this contract shall be subject to the jurisdiction of the courts of England and Wales.
13 Severance
If any word or phrase in these Conditions shall be found to be void but would be valid if some word or phrase were deleted then such Condition shall apply with such modification as may be necessary to make it effective.