STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICESIntroduction
1.1 — The Supplier shall supply and the Customer shall purchase the Goods and/or Services in accordance with these Conditions.
1.2 — A Contract is made when the Customer accepts these Conditions. Acceptance may be given in writing or by conduct and will in any event occur on acceptance by the Customer of any Goods or Services.
1.3 — Where the Customer places an order for the purchase of certain Goods and/or Services (for example, bespoke or tailor made Goods), such order will need to be acknowledged and confirmed by the Supplier in an Order Acknowledgement in order to establish a binding Contract for the purchase of such Goods and/or Services. An Order Acknowledgment may contain additional terms and conditions applicable to the sale of such Goods and/or Services and these Conditions will be varied accordingly.
1.4 — The price of the Goods shall be the price detailed on the Good's price tag or label. If there is no such tag or label, the provisions of condition 1.5 will apply. 1.5 — Subject to condition 1.4, the price of the Goods and Services shall be the price detailed in the Supplier's quotation given to the Customer or, failing which, the price detailed in the Order Acknowledgement, or such other price as may be agreed in writing by the Supplier and the Customer.
1.6 — All payments required to be made by the Customer for the purchase of Goods and/or Services shall be made at the point of sale, unless agreed otherwise with the Supplier and detailed in an Order Acknowledgement or invoice.
1.7 — Every Contract shall, unless expressly agreed in writing between the Customer and the Supplier, incorporate these Conditions.
1.8 — Information on the Supplier's quality assurance as regards the Goods and the Customer's rights to return Goods and obtain a refund can be found in conditions 9 and 10.
1.9 — In addition to the Conditions set out in the main body of this document, certain other terms and conditions apply to Contracts between the Customer and each Supplier.
These are referred to as Specific Conditions and are set out in Schedules 2 to 5 inclusive. 1.10 — All enquiries regarding these Conditions should be directed to the Supplier's Customer Services Department which can be contacted as follows:
• 0207 808 0290
• www.jmhlifestyle.com or
• in writing to No 37 Ixworth Place, London, SW3 3QH
Definitions and Interpretation
1.11 In these Conditions:-
"Business Day" — means any day other than a Saturday, Sunday or public holiday;
"Month" — means a calendar month;
"Conditions" — means the standard terms and conditions of sale set out in this document (including the relevant Specific Conditions) and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier;
"Contract" — means a contract for the sale or supply of Goods and/or Services by the Supplier to the Customer which comprises these Conditions and, where relevant, an Order Acknowledgement;
"Customer" — means a person who acquires Goods and/or Services from the Supplier at the point of sale or who commits to acquire Goods and/or Services from the Supplier at such later time as detailed in an Order Acknowledgment;
"Delivery Date" — means the date on which the Goods and/or Services are to be delivered as stipulated in the Order Acknowledgement;
"Goods" — means the Goods (including any parts or components of the Goods) which the Supplier is to supply to the Customer pursuant to a Contract;
"Loss" — means any loss, damage, liability, cost, charge or expense (including any costs of recovery), and "Losses" shall be construed accordingly;
"Order Acknowledgement" — means a written acknowledgement of the Customer's order for the purchase of bespoke or tailor made Goods and/or Services which, when signed by the Supplier and the Customer, shall constitute a binding Contract, an example of which is set out in Schedule 1;
"Services" — means the Services to be provided by the Supplier to the Customer pursuant to a Contract; "Specific Conditions" means the terms and conditions set out in Schedules 2 to 5 inclusive;
"Specification" — means the specification of the Goods supplied by the Supplier to the Customer;
"Supplier" — means the entity which is party to the relevant Contract with the Customer, which shall be either JMH Lifestyle Limited a company registered in England under company number 5497065 or one of its following subsidiaries; Bernard Weatherill Limited or R. Ward Gunmakers, which are companies registered in England under company numbers 168653, 6504920 and 5833954 respectively.
1.12 — Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time except to the extent that it imposes any additional obligations or liabilities on the Supplier.
1.13 — The headings in these Conditions are for convenience only and shall not affect their interpretation.
Basis of Sale and Service
1.14 — The Supplier's employees or agents are not authorised to make any representations or warranties concerning the Goods or Services unless confirmed by the Supplier in an Order Acknowledgement. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations or warranties which are not so confirmed.
1.15 No variation to these Conditions shall be binding unless agreed in an Order Acknowledgement signed by authorised representatives of the Customer and the Supplier.
1.16 — No terms endorsed upon, delivered with or contained in any quotation, purchase order, confirmation of order or other document shall form part of a Contract unless expressly agreed in writing by the Supplier in an Order Acknowledgement or otherwise.
1.17 — Sales literature and other documents issued by the Supplier in relation to the Goods and/or Services are subject to alteration by the Supplier without notice and do not constitute offers to sell or supply the Goods and/or Services which are capable of acceptance.
1.18 — Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
The Goods and Services
1.19 — The Specification for the Goods shall be those set out in the Supplier's sales documentation (which may be varied by the Supplier from time to time) unless varied expressly in the Contract.
1.20 — No order for the purchase of Goods and/or Services which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the condition that the Customer shall indemnify the Supplier in full against all Losses (including loss of profit incurred by the Supplier as a result of such cancellation).
1.21 — The Supplier shall provide the Services expressly identified in the Contract with reasonable skill and care.
1.22 — The Supplier shall use all reasonable endeavours to complete its obligations regarding the timing of delivery of Goods and/or Services in accordance with the terms of the Contract, but time will not be of the essence in the performance of these obligations.
Price and Payment
1.23 — Where the Supplier has quoted a price for the Goods and/or Services the price quoted shall be valid for thirty days only or such lesser time as the Supplier may specify.
1.24 — Except as otherwise stated under the terms of any Order Acknowledgement or agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier's charges for packaging.
1.25 — The Supplier may charge the Customer for any applicable value added tax excise or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and/or Services to the extent such excise, taxes or levies are not included in the price. If requested, and to the extent permissible by applicable law, the Supplier shall use reasonable endeavours to assist the Customer in obtaining a refund of such excise, taxes or levies from the appropriate fiscal authority but shall not be obliged to incur any costs in fulfilling such obligation.
1.26 — All payments required to be made pursuant to a Contract shall be made without any setoff, withholding or deduction and, unless agreed otherwise with the Supplier and detailed in an Order Acknowledgment or invoice, at the point of sale.
Delivery and Performance
1.27 — Delivery or supply of the Goods and/or Services shall be made by the Supplier delivering the Goods or providing the Services to the place in the United Kingdom or abroad specified in the Order Acknowledgement.
1.28 — The Delivery Date is approximate only and time for delivery shall not be of the essence. The Goods and/or Services may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
1.29 — The Supplier shall be entitled to deliver or supply the Goods and/or Services at one time or by instalments.
1.30 — If the Customer fails to take delivery of the Goods and/or Services (or any part of them) on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations (including, where relevant, all import and export clearances or licences) required to enable the Goods and/or Services to be delivered or supplied on that date, the Supplier shall be entitled to:
- treat the Contract for such Goods and/or Services as repudiated, in which case
the Customer shall indemnify the Supplier in respect of all resulting Losses
suffered or incurred by the Supplier; or
- store all or any of the Goods at the risk and expense of the Customer.
Risk and Retention of Title
1.32 — Risk of damage to or loss of the Goods shall pass to the Customer at:
- in the case of Goods which are available to be purchased from the Supplier's store or other premises, the time when the Customer pays in full for such Goods in accordance with the Contract (i.e. at the point of sale);
- in the case of Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
- in the case of Goods to be delivered otherwise than at the Supplier's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
- in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
1.34 — Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
1.35 — The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier.
1.36 — The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice and to enter the Customer's premises where any Goods are stored in order to repossess them. In the event of repossession the Customer shall deliver up to the Supplier all Goods in which title has not passed to the Supplier, the cost of which shall be borne by the Customer.
1.37 — The Supplier may assign the Contract or any part of it to any person, firm or company.
1.38 — The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
1.39 — The Goods supplied to the Customer by the Supplier under a Contract shall:
- materially conform to the Specification (to the extent a written Specification has been given by the Supplier to the Customer);
- 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 Supplier or made known to the Supplier by the Customer;
- be free from defects in design, material and workmanship and remain so for 6 months after delivery; and
- comply with all applicable statutory and regulatory requirements. To the extent the Goods do not comply with the above provisions, they shall be deemed to be "Defective".
- replace the Defective Goods within 30 days of receiving the Customer's notice; or
- refund to the Customer the price for the goods which are Defective;
1.42 — The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow the Supplier's instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier's approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
1.43 — All warranties, conditions or other terms implied by statute or common law are excluded from any Contract to the fullest extent permitted by law.
1.44 — The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable laws and its handling or sale of the Goods is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority. The Customer will indemnify the Supplier against any Losses which the Supplier might suffer as a result of the Customer's failure to comply with this condition.
1.45 — The Customer assumes the responsibility for the Goods and/or Services being suitable for the Customer's purposes and acknowledges that it is not relying on any skill or judgment of the Supplier in that respect.
Right to Return the Goods and to Receive a Refund
1.46 — The provisions of condition 10 will not apply to any Contract between the Customer and R. Ward Gunmakers.
1.47 — Subject to condition 10.4, if the Customer is not satisfied with any Goods purchased from the Seller, the Customer may cancel the Contract and return the Goods to the Seller and obtain a refund of the price of the returned Goods, provided:-
- the Customer informs the Seller of the decision to cancel the Contract within five days of delivery of the Goods; and
- the Goods are returned in their original condition; and
- in the event that the transportation of the Goods is arranged by the Supplier, the reasonable costs of such transportation are met by the Customer.
1.49 — Where the Goods are bespoke or custom made to the order of the Customer, the Customer shall not be entitled to return the Goods and receive a refund unless the Goods are Defective, in which case the provisions in condition 9 will apply. The statutory rights of the Customer are unaffected.
1.50 — If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:-
- cancel the Contract or suspend any further deliveries of Goods and/or Services to the Customer;
- appropriate any payment made by the Customer to such of the Goods and Services (or the goods and services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer);
- re-sell any of the Goods in its possession; and
- be indemnified by the Customer for any resulting Loss.
- the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
- the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
- a chargeholder takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
- the Customer ceases, or threatens to cease, to carry on business; or
- the Supplier reasonably believes that any of the events mentioned above in relation to the Customer is impending and notifies the Customer accordingly,
1.52 — If the Supplier fails to perform the Services with reasonable care and skill it will carry out any reasonably necessary remedial action at no extra cost to the Customer. If no remedial action is possible the Supplier will pay for any Losses suffered or incurred by the Customer as a result of the Supplier failing to perform the Services with reasonable care and skill.
1.53 — Each party shall be liable to pay to the other all Losses suffered or incurred by it as a result of the former's breach of Contract.
1.54 — The Supplier's liability under or in connection with any Contract (whether in contract or tort) for Losses suffered by the Customer or by any third party shall (except where the liability results from personal injury or death) be limited to 125% of the consideration payable by the Customer under the Contract.
1.55 — All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by electronic mail:
- (in the case of communications to the Supplier) to its registered office or such other address as shall be notified to the Customer by the Supplier; or
- (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
- if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
- if delivered by hand, on the day of delivery; or
- if sent by electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
1.58 — Subject to condition 14.2, in the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout, the party shall not be deemed to be in breach of its obligations under the Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
1.59 — Condition 14.1 shall not apply with respect to strikes and lockouts where such action is a result of the acts or omissions of the party so incapacitated.
1.60 — If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
No delay, neglect or waiver on the part of the Supplier in enforcing any term or condition of the Contract shall be considered as a waiver of or otherwise affect any right of the Supplier under the Contract.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.