JACOB (UK) Limited General Terms

Last updated: April 2017

1. General

In these conditions

‘Seller’ means Jacob (UK) Limited

‘Buyer’ means the person(s) named as the buyer(s)
in the Seller’s order acknowledgement.

‘Business Day’: a day (other than a Saturday, Sunday or public holiday)
when banks in London are open for business.

‘Conditions’: the terms and conditions set out in this document

‘Contract’: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
‘Buyer’: the person or firm who purchases the Goods from the Seller.

‘Force Majeure Event’: has the meaning given in clause 11. ‘Goods’: the goods (or any part of them) set out in the Order.

‘Order’: the Buyer‘s order for the Goods, as set out overleaf

‘Specification’: any specification for the Goods, including any related plans and drawings, agreed in writing by the Buyer and the Seller.

(Neither the Buyer’s acceptance of any quotation or tender of the Seller nor the Buyer’s order shall constitute a contract until such acceptance of order has been acknowledged by the Seller’s Order Acknowledgement Form.

Contracts are made, orders accepted and Goods Delivered by the Seller only upon and subject to these conditions. No statements, promises or representations of any kind (whether contained in the Seller’s sales literature or otherwise) made before, or at the time of giving of any order or the making of the contract and no qualifications or annulment of any of these Conditions contained in the Buyer’s order, or in correspondence after acceptance or confirmation of order shall be part of or affect the terms of the contract unless such qualification or annulment is expressly confirmed in writing by the Seller.

2. Assignment

(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.

3. Terms of Payment

(a) Unless otherwise indicated in the Seller’s Order Acknowledgement Form the Seller will invoice the Goods when they are available for delivery and payment shall be due 30 days following invoice.

(b) The Seller may demand payment in advance in whole or in part or at the time of delivery/collection.

(c) If the Buyer fails to make any payment within four weeks of the due date for that payment all sums payable to the Seller shall become immediately due for payment without regard to the time of payment of any outstanding bill of exchange or other deferred terms for that other contract.

(d) Any pre-payments made for orders requiring bespoke production or other alteration shall be non-refundable save in the event of the Seller failing to deliver the goods.

All moneys are payable in pounds sterling (or in euros) in the amounts shown on the Seller’s invoice and are to be paid without any deduction. Where payment is delayed beyond the date specified for payment the buyer shall pay interest on any sums remaining unpaid at the rate of 4% above base lending rate of Barclays Bank Plc for the time being from the date so specified for payment until date of actual payment until date of actual payment as well after as before any judgement

4. Title

(1) The risk in the Goods shall pass to the Customer on completion of delivery.

(2) Title to the Goods shall not pass to the Customer until:

     (a) the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums;

(3) Until title to the Goods has passed to the Buyer, the Buyer shall:

     (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller‘s property;

     (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

     (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

     (d) notify the Seller immediately if it becomes subject to any of the events listed in clause 12 and

     (e) give the Seller such information relating to the Goods as the Seller may require from time to time.

(4) Subject to clause 5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:

     (a) it does so as principal and not as the Seller’s agent; and

     (b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs

(5) If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 12 then, without limiting any other right or remedy the Seller may have:

     (a) the Buyer‘s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

     (b) the Seller may at any time:
          (i) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product;
               and if the Buyer fails to do so promptly
          (ii) , enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them 

5. Lien

Until all outstanding invoices rendered to the Buyer by the Seller are paid in accordance with clause 4 above the Seller shall have a general lien (in addition to any other right or remedy open to the Seller) upon any goods of the Buyer from time to time in the Seller’s possession or control and the Seller may enforce such lien by selling all amounts then due to the Seller under this contract or otherwise and appropriating the same.

6. Delivery

(a) The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

(b) The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready.

(c) Delivery of the Goods shall be completed on the Goods‘ arrival at the Delivery Location

(d) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer‘s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

(e) If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event

(f) The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7. Damage in Transit

Before off loading the Buyer must inspect goods for damage. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the delivery ticket is noted ‘arrived in damaged condition’ or with a statement of the damage or loss and a formal claim is made within three days. Tickets signed ‘unexamined’ will not be accepted by the Seller as a basis for a claim by the Buyer. Any claim made for damaged goods should state the nature and extent of the damage, not necessarily the money value. The Seller’s legal liability in respect of claims under this clause shall be limited to the invoice price of the damaged goods and the Seller shall accept no liability for damage to goods whilst being unloaded by the Buyer its employees or agents.

8. Acceptance of the Goods

(a) The Goods shall be deemed to have accepted by the Buyer on the date when delivery has been made to an address in accordance with delivery instructions unless the Seller receives within 15 days of such date written notification with sufficient and valid reasons that the goods do not comply with the contract

(b) for the purposes of this clause no account shall be taken for additions, minor omissions or defects which do not materially affect the commercial use of the goods.

9. Guarantee and general Liability

The Seller will at its own expense repair, or replace the goods, or any part thereof which are proved, to the reasonable satisfaction of the Seller, to have been defective in material or workmanship at the time of acceptance of the goods by the buyer provided that written notice of each such defect is given to the Seller within twelve months of the delivery of the goods to the Buyer. This period may be extended upon receipt of alternative conditions supplied by the manufacturer. The equipment is installed and commissioned to the satisfaction of the Seller The Seller is given full opportunity to investigate and inspect the goods and defective parts thereof The Seller does not accept responsibility for defects or damage caused or contributed to by (i) unsuitable or careless care or handling or faulty erection, installation or assembly or operation by the Buyer (or for any other person other than the Seller or its employees) or (ii) normal wear and tear or (iii) any alteration additional to or adaptation of the goods made without the written approval of the seller, or (iv) defect occurring in or damage caused by goods or parts of goods manufactured by persons other than the Seller (whether supplied separately or incorporated in the goods) except to the extent to which the Seller actually received indemnity from such persons. The Buyer shall give the Seller such time to effect all such repair and substitutions as the Seller considers necessary to implement this guarantee. The Seller may refuse to fulfil this guarantee or any part thereof if and so long as the Buyer does not fulfil its contractual obligations under this or any other contract subsisting between the Seller and the Buyer.

10. Imprints

Where the Seller’s patents registered designs and copyright features are embodied in the design of goods an imprint to that effect may be affixed and it must not be defaced, obliterated or removed unless otherwise agreed. The Seller shall be entitled to write or affix its name or trade plate on the goods.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party‘s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party‘s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors.

12. Termination

If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy, or enters into an agreement or composition with his creditors, or goes or is put into liquidation (other than solely for amalgamation or reconstruction), or if a receiver is appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued in him, terminate the Contract summarily by notice in writing.

13. Arbitration

These conditions of Sale and any contract arising here under shall in all respects be construed in accordance with the Laws of England. Any dispute which may arise hereunder shall be referred to a single arbitrator in accordance with the Arbitration Act 1996 or any statutory modification or re enactment thereof.

14. Variation of Conditions

No notification of or addition of these conditions of sale shall be effected by the acknowledgement of the Buyer’s purchase order containing additional or different provisions unless it is in writing and signed by the Seller.

15. Cancellations

The Seller may make a charge for cancellation of any Contract by the Buyer after receipt of the Seller’s Order Acknowledgement Form.

16. Waiver

Failure by the Seller to insist upon strict performance of the terms and conditions of this contract shall not be deemed a waiver of any subsequent default hereof.

17. Notices

Any and all notices given under this contract shall be in writing and sent by first class post to the registered or principal office of the person to whom it is addressed and shall be deemed to have been received in the case of the Buyer having its registered or principal office in the United Kingdom two working days after the date of posting thereof. In the case of the Buyer having its registered of principal office outside the United Kingdom six working days after the date of posting thereof.

18. Rights of third Parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999,and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.