In these Conditions J C Leisure Solutions is referred to as “the Company” and the person, firm or company placing the order or otherwise dealing with the Company is referred to as “the Customer”. The reference to “the goods” mean the goods and services (if any) referred to overleaf and all other goods or services whenever ordered by the Customer from the Company.
Nothing in these Conditions shall affect the statutory rights of a Customer who in relation to the Company “deals as consumer” as defined in Section 12 of the Unfair Contract Terms Act 1977 or any amendment to modification thereof.
The Company shall be under no liability whatsoever in respect of any advice it has given or views it has expressed to a Customer whether such advice is given or such views expressed are at the Customer’s request. The Customer acknowledges that they are not induced to contract with the Company because of any representation of whatever nature made to them by any servant or agent of the Company.
- All prices quoted by the Company are based upon these Conditions and reflect the limitations upon the Company’s liability which they contain. Any quotation is merely an invitation to treat and no order whether based on a quotation or not shall create a binding contract between the Company and the Customer until the Company has accepted such an order in writing.
- In the absence of any such special arrangement which shall not bind the Company unless made in writing and signed on the Company’s behalf by a person duly authorised for that purpose (which does not include a salesman) these Conditions shall apply to all quotations given by the Company and all contracts made between the Company and each of its Customers and shall supersede and override any other terms and conditions proposed or stipulated in the order or otherwise by the Customer.
The Customer’s order can only be validly accepted by a person duly authorised on behalf of the Company and such a person does not include a salesman.
- All prices quoted by the Company are exclusive of Value Added Tax and are subject to variation without notice at any time prior to the Customer’s acceptance.
- Prices may have to be increased in the event of a rise in the cost of labour, material, transport and service costs between the date of the contract and the date upon which the goods are delivered.
- Prices are quoted by the Company for the quantities of goods or their services specified and it shall apply only to orders for those quantities or those services without alteration or amendment.
- Payment of the full price (including Value Added Tax and any other charges) of the goods or for services shall be made within 30 days of delivery of the goods for customers with an account; otherwise payment shall be cash on delivery unless otherwise specific payment terms are required. For such items as bespoke manufactured kit – i.e. spa shells, air handling units and ductwork.
- Where the Company delivers part of an order, the Company shall nevertheless be entitled to payment for that part.
- If the Customer fails to make any payment to the Company on the due date the Customer shall pay to the Company the value of all other invoices delivered as if the same were immediately due and the Company may suspend the production of goods for the Customer and recover from the Customer the cost of any materials purchased as a result of the Customer’s order and any consequential loss of profit and the Company shall be under no obligation to continue such production unless and until the Customer has paid in advance the total cost or anticipated cost of the order including the value of any other invoices delivered to the Customer by the Company.
- If any sum shall remain unpaid after becoming due in accordance with these Conditions the amount unpaid shall bear interest at the rate of 3 percent per month, such interest to accrue in the case of a part month from day to day at one thirtieth of the monthly interest for each day.
8. DESIGNS & DRAWINGS
- Where the Company prepares designs or drawings to meet the Customer’s requirements:
- The Customer shall approve such designs and drawings in writing and until such approval has been given the Company shall be under no liability to the Customer and the time for delivery shall not begin to run and
- The Company shall not in any event be responsible for the correct functioning of the goods
- Where the goods are manufactured to designs submitted by the Customer the Company shall be under no liability for the correct functioning of the goods.
- Unless otherwise agreed in writing the intellectual property rights in any drawings, designs or blueprints used in the production of goods shall remain with and be the property of the Company absolutely.
- Notwithstanding delivery of any goods pursuant to the contract or of any documents representing any goods the property and such goods shall remain with the Company until receipt by the Company of payment of the whole of the price payable in accordance with the contract notwithstanding any work which may have been done in connection therewith.
- If payment as above is overdue in whole part the Company may (without prejudice to any of its other rights hereunder) for recovery of its goods enter upon any premises owned or occupied by the Purchaser or under its control where such goods are stored/installed or where they are reasonably thought to be stored/installed and they repossess the same without being liable for any damage caused thereby.
- The Purchaser shall (unless otherwise agreed by the Company in writing) ensure that all goods that are in the possession or control of the Purchaser and the property in which remains with the Company are stored/installed separately or marked so that they may be readily identified as the property of the Company.
- If payment of the above is overdue in whole or in part the Company may (without prejudice to any of its other rights hereunder) for the purpose of recovery of its goods enter upon any premises owned or occupied by any third party’s control where such goods are stored/installed or where they are reasonably thought to be stored/installed and may repossess the same without being liable for any damage caused thereby that third party being a party to whom the Purchaser has passed such goods.
The risk in the goods shall pass to the Customer upon dispatch ex-factory whereupon the Customer shall insure the goods for their full reinstatement value for the benefit of the Company until title therein passes to the Customer.
- All prices quoted by the Company are for delivery ex of the Company’s works, unless otherwise stated.
- Any time or date for the despatch or delivery of goods or for the commencement or completion of any work whether specified in the contract or otherwise shall be taken as merely an estimate made by the Company in good faith which the Company shall use its best endeavours to fulfil but shall not be binding on the Company either as a term of the contract or otherwise. In circumstances, shall the Company be liable for any loss or damage sustained by the Customer in consequences of any failure by the Company to adhere to such times or dates or in consequence of any delay in such despatch, delivery, commencement or completion however caused.
- Any claim of the Customer that the Company has failed to dispatch from its works the specified quantity or type of goods shall be made in writing not later than 7 days after receipt by the Customer of the goods dispatched by the Company. In no circumstances shall the Company be liable in default of notification within such period.
12. FORCE MAJEURE
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution, insurrection, riot, civil disturbance, fire, flood, explosion, accident, theft, climatic conditions or shortage of material the Company shall be relieved of obligations incurred under the contract with the Customer and to the extent of the fulfilment of such obligations are prevented, frustrated, impeded or delayed as a consequence of any such event or by any statue, rules, regulations, orders or requisitions issued by any Government, Council or other duly constituted authority or from strikes, lock outs, trade disputes (whether involving the Company’s employees or other parties) or any other causes or not of a like nature, beyond the Company’s control.
13. GAURANTEES AND EXCLUSION OF LIABILITY
- (i) The Company’s goods are guaranteed against defects in workmanship and materials for a period of 1 year and the Company shall replace or repair, free of charge, under this guarantee any part or component which in the opinion of the Company is deemed to be faulty upon the return of that allegedly faulty part to the Company for inspection at the Customer’s expense. The Company’s guarantee is limited to the replacement free of charge of such parts of the goods sold which may be found defective subject to normal utilisation and excluding any expenses for labour, transport or other causes. Furthermore, the Company’s guarantee will be limited to goods which have been installed in full compliance with the Company’s recommendations.
- Subject only to the provisions of sub clause (a) of this clause all warranties, conditions and statements express or implied statutory or otherwise and whether contained in literature (whether provided by the Company or the Company’s manufacturers or suppliers) or otherwise are excluded and the Company will in no way be liable for any loss or damage whatsoever whether direct or consequential arising from the supply, application or use of the goods, whether caused by the Company’s negligence or otherwise and is not liable for any infringement or patent rights arising out of the use of the goods by the Customer or Customer’s instructions or specifications express or implied.
- The Company shall not be liable in any manner whatsoever whether in contract or misrepresentation or otherwise for an indirect or consequential loss, damage or injury however caused which may arise out of or about the supply of goods or materials to or to the order of the Customer or the execution of works for the Customer.
(ii) Customers shall give written notice of defects in the goods to the Company within seven days of delivery to enable the complaint to be investigated before the remainder of the consignment is used or returned and no liability shall attach to the Company hereunder unless and until this procedure has been carried out.
14. CANCELLATION OF ORDER OR PLANNED WORKS
- Orders placed by the Customer are subject to cancellation either wholly or in part with the written consent of the Company. Such consent will usually be given upon terms that the Customer shall reimburse the Company for any loss, expense and time spent occasioned by the cancellation.
- Any planned maintenance which is confirmed by site and JC Leisure Solutions being in receipt of a PO, will be chargeable should staff arrive on site following written confirmation to do so, and the work be cancelled for any reason. This will be chargeable at the agreed price for the work minus any required parts.
15. SEPARATE CONTRACTS
Each delivery or part delivery of any order by the Company shall be treated as a separate contract and failure on the part of the Company to make any delivery or part delivery shall not affect or vitiate this contract about other deliveries.
- If the purchaser shall fail to make payment in full in accordance with the contract (without prejudice to any other rights of the Company)
- The Company shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Purchaser. In such event the Purchaser shall not in any respect be released from its obligations to the Company under that or any other contract or
- Instead of suspension in accordance with paragraph (i) above the Company should be entitled to terminate the relevant contract or any other contract with the Purchaser in accordance with this condition 10 and to claim from the Purchaser for breach.
- b. The Company may by notice in writing to the Purchaser terminate any contract forthwith if:
- The Purchaser shall commit any breach of any of the terms (including without limitation terms concerning the time for payment of the purchase price) or that or any other contract with the Company and on its part to be observed or performed. If such a breach is remediable that the Company has previously given to the Purchaser notice thereof and the same has not been remedied within seven days thereafter.
- The Purchaser compounds with or negotiates for any composition with its creditors generally or permits any judgement against it to remain unsatisfied for seven days.
- Being an individual the Purchaser shall die or have a receiving order made against them or commit any act of bankruptcy or
- The Purchaser makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a Company) become subject to an administration order or goes into liquidation (otherwise and for amalgamation or reconstruction)
- An encumbrance takes possession or receivers appointed of any of the property or assets of the Purchaser
- The Purchaser ceases or threatens to cease to carry on business
- The Purchaser is unable to pay its debts as defined in Section 123 of the Insolvency Act 1986
- The Company reasonably apprehends at any of the events mentioned above is about to occur in relation to the Purchaser and notified the Purchaser accordingly
- All goods will remain the property of J C Leisure Solutions until paid for in full. J C Leisure Solutions retain the right to reclaim the goods from site or place of situ for goods not paid for
- No warranty will be given for goods not paid for in full or installed/maintained by others
- Unless otherwise specifically agreed in writing, no concession, payment, delivery or other action or omission by the Company shall constitute or be deemed to constitute any waiver of its rights hereunder in respect of any existing or future contract.
18. TRADE MARK
The Customer acknowledges by making an order for the goods that the Company has exclusive rights to the trade mark of ‘J C Leisure Solutions’ and to the copyright, patents and all the intellectual property rights in the goods and undertakes not to infringe any of the Company’s said rights not to remove any of the Company’s identification plates or discs (its trade mark) from any of the goods.
The Purchaser shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal expenses upon a full indemnity basis) awarded or incurred or paid by the Purchaser about this contract.
- Either party may terminate this Agreement forthwith by notice in writing to the other if:
- 20.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
- 20.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
- 20.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court jurisdiction makes an order to that effect;
- 20.4 the other party ceases to carry on its business or substantially the whole of its business; or
- 20.5 the other party is declared insolvent or convenes a meeting of or makes proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
This contract shall be governed by the Laws of England and subject to the exclusive jurisdiction of the English Courts.