Wholesale Terms and Conditions
All orders are accepted by JAC Vapour Distribution Ltd (“the Company”) subject to the following conditions notwithstanding anything which may be stated to the contrary by the Buyer , unless agreed in writing by a Director of the Company and Wholesale Manager of the Company.
In these Terms and Conditions the following words shall have the following meanings:
“The Company” means JAC Vapour Distribution Limited
“The Goods” means the products, articles or things which are supplied by the Company
“The Buyer” means the corporate entity, firm or person being the purchaser of the Goods
2. Making the Contract
2.1 All orders placed by the Buyer for the Goods are subject to these Terms and Conditions.
2.2 These Terms and Conditions exclude any other terms and conditions additional hereto or which the Buyer might seek to impose.
2.3 No variation of these Terms and Conditions is permitted unless expressly accepted by the Company in writing.
2.4 A quotation provided by the Company is open for a period of 30 days only beginning with the date thereof, provided that the Company does not previously withdraw it. Any price list issued by the Company can be withdrawn without prior notice.
2.5 A contract is not made between the Buyer and the Company until the Company accepts an order by giving written notice to the Buyer or the Company attempts delivery of the Goods, whichever is the first to occur.
3.1 All prices invoiced will be:i. in pounds’ sterling;
ii. those specified in the wholesale price list at the date of order, unless otherwise agreed in writing;
iii. exclusive of VAT.
4. Carriage and Packaging
4.1 The product prices are exclusive of the costs of packaging, insurance and carriage.
4.2 These costs shall be paid by the Buyer , in advance, at a rate agreed prior to dispatch of the goods.
5. Order Process
5.1 Each order shall:i. be given in writing or, if given orally, shall be confirmed in writing within two business days;
ii. specify the type and quantity of products ordered.
5.2 On acceptance of an order the Company will issue an invoice to the customer.
5.3 No order shall be deemed to be accepted by the Company until an invoice is issued.
5.4 The Company reserves the right to cancel an order at any time prior to goods being despatched.
6.1 No cancellation of an order by the Buyer is permitted except where expressly agreed by the Company in writing.
6.2 The Buyer will in the event of agreed cancellation by the Buyer indemnify the Company fully against all expenses incurred up to the time of such cancellation together with (by way of liquidated damages) a sum representing the Company’s loss of profit.
7.1 Every effort will be made by the Company to fulfil promises of dispatch and delivery to the delivery address.
7.2 Orders will only be delivered to the Buyer’s supplied delivery address unless otherwise agreed in writing.
7.3 Time of delivery is not of the essence.
7.4 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
7.5 If the Company is prevented from delivering any Goods at the time provided for delivery by reason of any cause outside the reasonable control of the Company (including but not limited to fire, explosion, delay in supplies, interference by labour strikes or lock outs, or non-availability of transport or materials) then the date or period for delivery shall be extended by the duration of the delaying factors. If the delaying factors shall have operated for 12 weeks or more and shall still be operating, the Buyer may give written notice to the Company to terminate the contract in respect of those Goods which still remain to be delivered under the contract.
7.6 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
7.7 If no date for delivery is stated, deliveries shall be made at a reasonable rate.
7.8 Each order shall be accompanied by a delivery note from the Company showing the order number, the date of the order, the type and quantity of products included in the order and, in the case of an order being delivered by instalments, the outstanding balance of products remaining to be delivered.
7.9 If the Buyer shall fail to take delivery of the Goods when delivery is attempted or falls due, the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
8. Damage and Loss in Transit.
8.1 The Company The Company accepts no liability for any loss resulting from the Buyer’s failure to comply with the carrier's requirements with respect to damage, shortage, and non-delivery of goods.
8.2 Goods should be inspected on delivery and the Buyer must notify the Company in writing, of any damage, shortages, or defects within 7 business days.i. If the Buyer fails to notify The Company of any damage, shortages, or defects within 7 business days the Buyer shall be deemed to have accepted the order.
ii. The Company shall not be liable for any damage or defects in any of the following events:a. The Buyer makes any further use of such products after giving notice in accordance with clause 8.2 (i) ;
b. The defect arises because the Buyer failed to follow The Companies oral or written instructions as to the storage, installation, use, and maintenance of the products or (if there are none) good trade practice regarding the same;
c. The Buyer alters or repairs such products without the written consent of The Company; or
d. the defect or damage arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
8.3 Damaged goods must be retained for inspection at The Company's discretion.
8.4 Subject to Clauses 8.2 and 8.3 the Company shall make good any shortage in the Goods and (where appropriate) replace any Goods which are defective or damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising from such shortage, defect or damage.
8.5 The the Buyer must notify The Company of any non-delivery within 10 days of the date given on the invoice or within 5 days of delivery date, whichever is later. Failure to claim within said period shall exclude the Company of any liability for non-delivery.
9. Terms of Payment
9.1 Unless otherwise agreed in writing and stated on the invoice, all sums become due and payable by the Buyer under these Terms and Conditions shall be paid in full and in cleared funds before the goods are dispatched. Time for payment shall be of the essence.
9.2 If payment is made by bank transfer, PayPal, Visa or by any other automated means, a copy of the transfer receipt should be emailed to firstname.lastname@example.org on payment for acknowledgement of receipt.
9.3 If payment is made by cheque, the cheque should be sent to JAC Vapour Distribution Ltd, 99 Giles Street, Edinburgh, EH6 6BZ. The company name, address and invoice details must be detailed on the reverse of the cheque.
9.4 The Company reserves the right to charge interest at 5% above the base rate of Royal Bank of Scotland PLC on all overdue amounts, such interest being deemed to accrue on a day to day basis from the due date for payment.
9.5 If the Buyer fails to fulfil the terms of payment, the Company shall be entitled to demand payment of all outstanding balances whether due or not and/or recover all costs incurred in collecting the outstanding sums and/or cancel all outstanding orders whether due or not and/or decline to make further deliveries except on receipt of cash or other satisfactory security.
9.6 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
9.7 The Buyer shall have no right of set off, statutory or otherwise.
10. Risk and Title
a. Risk shall pass to the Buyer when the goods are delivered to or collected by the the Buyer or his agent.
b. Title to products shall not pass to the Buyer until:i. The Company receives payment in full (in cash or cleared funds) for the products ordered, in which case title to such products shall pass at the time of payment.
ii. In the event of any default in payment The Company reserves the right to reclaim the products concerned.
11. Quality and Packing
11.1 The products supplied to the Buyer by The Company shall:i. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by The Company;
ii. comply with all applicable statutory and regulatory requirements.
11.2 The Company shall ensure that the products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
11.3 The Buyer should satisfy itself by inspecting and/or testing samples of the Goods or otherwise to establish that all Goods delivered are of merchantable quality and comply with all relevant legal requirements, and the Buyer will be deemed and conclusively presumed to have done so.
12.1 Subject to clause 8 return of goods supplied in accordance with Buyer’s order and these terms and conditions cannot be accepted without prior written consent of the Company.
12.2 Returns will only be accepted, in terms of Clause 12.1 , if the product is unused and in the same condition as new.
13. Warranty Returns Process
13.1 The Buyer is responsible for handling all their consumer complaints and returns in relation to the supplied products.
13.2 If a supplied product has developed a fault within the scope and terms of the products warranty the Buyer shall notify their The Company account manager to arrange the return of the faulty stock for investigation.i. Returns can only be accepted after the Buyer has carried out the appropriate troubleshooting.
ii. Returned products must include a completed returns form for each product and a copy of the consumer’s receipt detailing the date of purchase.
iii. Upon receipt of a returned product the product will be assessed for faults. If the product is deemed faulty a like for like replacement will be supplied.
iv. Unless expressly agreed otherwise replacement products will not be despatched until the faulty item has been returned and investigated.
14.1 Nothing in Clause 14 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence.14.1.2. Each of the sub-clauses in Clause 14 is to be treated as separate and independent.
14.2 Warranty and Exclusions14.2.1 The Company agrees that if any Goods are not of merchantable quality or compliant with all relevant legal requirements on delivery, subject to clause 8, the Company will at its own option replace the Goods at its own expense or refund the purchase price or a fair proportion of it.
14.2.2 Claims in respect of any issues covered by Clause 14.2.1 should be made as soon as such issues are reasonably capable of discovery but in any event within 7 days of delivery or collection of the Goods, as the case may be, failing which no such claims will be considered by the Company.
14.2.3. In consideration for receiving the benefit of Clause 8.4 , Clause 12 and Clause 14.2.1, the Buyer agrees that no other warranties or indemnities, express or implied, statutory or otherwise, shall form part of any contract or shall be implied into any contract with the Company.
14.3 Exclusion of Consequential LossThe Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence).
14.4 LimitationThe Company’s total liability for any one claim or for the total of all claims arising from any one act of default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price.
15. INTELLECTUAL PROPERTY
15.1 The drawings, designs, copyright, trademarks and intellectual property in the Goods shall at all times belong to the Company and unless expressly agreed in writing to the contrary the Buyer shall not be entitled to use same.
16.1 The Buyer shall not assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the Company.
17.1 The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company, nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.
Each party irrevocably agrees that the contract between the Company and the Buyer will be governed by Scottish Law and the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or any other matter arising between the parties under this agreement (including non-contractual disputes or claims).