Jigsaw esl : Terms & Conditions

Terms & Conditions of Sale

1. Definitions

In these conditions, the following words shall have the following meanings:

Buyer	The individual, firm, company or other legal entity which places an order for goods with the seller;
Conditions	These terms and conditions of sale;
Contract	The agreement (which shall be governed by these conditions) between the seller and the buyer for the sale and purchase of goods;
Goods	All those goods to be supplied by the seller to the buyer pursuant to these conditions;
Order	Any order placed by the buyer to purchase goods from the seller;
Parties	The buyer and the seller;
Seller	Jigsaw European Sales Limited of Unit 6, Dallas Court, Salford, Manchester M50 2GF, UK.

2. Applicability

These conditions shall govern the contract and all contracts entered into by the seller for the supply of goods and all other terms and conditions, whether express or implied, are hereby excluded (to the extent permissible under English law) in their entirety. In particular, these conditions shall prevail in the event of any conflict between these conditions and any terms and conditions which appear on the buyer's order form or on or in any other communication passing between the parties. The buyer acknowledges that, by placing an order with the seller it is bound by these conditions.

3. Goods

3.1. The seller shall sell goods to the buyer pursuant to orders placed with the seller from time to time which the seller shall be entitled to accept or reject in its discretion.

3.2. Upon receipt of each order the seller shall, at the buyer's request, inform the buyer of an estimated delivery date for the goods. The seller shall use its reasonable endeavours to comply with the estimated delivery date but time of delivery shall not be of the essence and the seller shall not be held liable for any loss or damage howsoever resulting to the buyer by reason of delay in delivery.

3.3. Delivery of the goods shall be deemed to take place when the goods arrive at the address designated by the buyer.

3.4. The seller shall be entitled but not required to deliver the goods in installments.

3.5. Unless otherwise agreed in advance between the parties, the price of the goods shall not cover the cost of carriage in respect of such goods which shall additionally be paid by the buyer if the seller arranges transport.

3.6. If the buyer fails to take delivery of the goods then, without prejudice to any other right or remedy available to the seller, the seller may:

3.6.1. Where such failure is justifiable (to the satisfaction of the seller), store the goods for a period of time to be agreed between the parties and charge the buyer for the costs (including insurance) of storage; and/or

3.6.2. Where payment for the goods had been made in advance of delivery, sell the goods at the best price readily obtainable and (after deducting all storage and selling expenses together with costs of carriage and any handling charges) give the buyer a credit of the amount which was paid in advance by the buyer for such goods and in either case shall be entitled to charge interest (both before and after judgment) on the price payable for the goods under the contract at 4% above the base rate from time to time of Lloyds TSB Bank plc from the date of delivery until the date on which the goods are actually received by the buyer.

3.7. The seller shall have no liability to the buyer in respect of damage to goods the outside packaging of which is damaged on receipt by the buyer, or where fewer than the number of goods indicated on the delivery note are actually received by the buyer, unless the buyer notifies the seller of such damage or short delivery in writing received by the seller within 2 days of receipt of the goods or invoices as appropriate otherwise than merely by a note on the delivery note.

3.8. Where the seller agrees that the buyer has a valid claim for any loss of or damage caused to goods during transit, the seller's only obligations in respect of such loss or damage shall, at the seller's option, be to:

3.8.1. Make good any shortage or non-delivery of the goods; and/or

3.8.2. Replace such damaged goods which have been returned to it by and at the expense of the buyer; or

3.8.3. In either case make a full refund in respect of such goods.

3.9. If the goods have not been delivered despite receipt by the buyer of the seller's invoice relating to them, then unless the buyer notifies the seller within 3 days after the date of such invoice no claim against the seller may be made in respect of non-delivery of those goods.

3.10 Where any goods which have been delivered to the buyer are subsequently returned to the seller by reason of such goods having been delivered in a damaged condition or not corresponding to the items specified on the relevant order, the buyer shall be liable for any further damage caused to such goods during their return to the seller.

3.11. The seller operates a strict policy relating to the return of goods. Any and all goods must be booked in and comply with the returns policy. Any product returned outside of this policy will only be accepted at the discretion of the seller.

4. Prices and Payment

4.1. The prices for the goods shall be those agreed between the parties prior to the seller's acceptance of the applicable order.

4.2. In addition to all amounts payable under the contract, the buyer shall pay all applicable taxes including value-added tax.

4.3. The seller shall issue an invoice in respect of each delivery of goods on or after their delivery or the buyer's wrongful refusal to accept delivery. payment of all invoices shall be made within such period after the date of the invoice as is agreed between the parties.

4.4. If full payment in respect of any invoice is not received by the seller by the due date then all amounts outstanding from the buyer to the seller whether or not then payable shall automatically become due and, without prejudice to its rights, the seller shall be entitled:

4.4.1. To cancel or suspend any further delivery to the buyer under any order;

4.4.2. To exercise our right to charges relating to the Late Payment of Commercial Debts Regulations 2002 and Late Payment of Commercial Debts (Interest) Act 1998 (Commencement No5) and administration costs; and

4.4.3. To sue for all amounts outstanding from the buyer including, where applicable, storage expenses and handling charges.

4.5. Pro-forma accounts must pay for orders promptly after the order is placed. Failure to comply will result in the order(s) being cancelled. If this happens the company reserves the right to close the account without prior notice. The company's decision is final.

5. Risk and Title

5.1. Subject to any prior written agreement to the contrary between the parties, risk of loss of or damage to the goods shall pass to the buyer on delivery and the buyer shall insure the goods from that time until ownership of and title to them passes to the buyer.

5.2. Notwithstanding delivery and the passing of risk in the goods to the buyer, ownership of and title to the goods shall not pass to the Buyer and shall be retained by the seller until the seller has received in cash or clear funds payment in full of the price of the goods and of the price of any other goods supplied to the buyer by the seller at any time whether or not the price has become due.

5.3. Until ownership of and title to all Goods passes to the buyer, the buyer shall hold the goods within its possession or control as the seller's fiduciary agent and bailee and shall keep them separate from those of the buyer and third parties and properly stored, protected and insured and identified as the seller's property. The buyer shall be entitled to resell or use such goods in the ordinary course of its business but shall account to the seller for the entire proceeds of sale or otherwise of such goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from any monies or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. The buyer shall maintain records of the persons to whom it sells or disposes of such goods and of the payments made by such persons for such goods and will allow the seller to inspect those records and the goods themselves on request. The seller shall be entitled to trace the proceeds of sale or otherwise of such goods.

5.4. For the avoidance of doubt, the goods and all other goods supplied to the buyer by the seller which are in the buyer's possession shall be presumed to belong to the seller unless the buyer can prove otherwise.

5.5. Until ownership of and title to any goods owned by the seller passes to the buyer (and providing the goods are still in existence and have not been resold), the seller shall be entitled at any time to require the buyer to deliver up such goods to the seller and, if the buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where such goods are stored and repossess them. The buyer shall procure that any third party which holds such goods shall permit the seller to take possession of them and shall indemnify the seller against any liability which it may incur to such third party in connection with taking or attempting to take possession of them. The seller shall be entitled to use or dispose of such goods as it wishes. Unless the seller expressly elects otherwise any contract shall remain in existence, notwithstanding any exercise by the seller of any of rights under the contract.

5.6. The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any goods which remain the property of the seller, but if the buyer does so, all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.

6. Warranties and Liability

6.1. The seller warrants that the goods shall be delivered to the buyer in an undamaged condition and free from any defects, subject to any prior written agreement to the contrary between the parties (in which case the seller shall grant the buyer a discount in respect of any damaged goods).

6.2. Except where expressly provided by these conditions the seller gives no warranties, conditions, guarantees or representations as to the quality or fitness for a particular purpose of the goods and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing are hereby excluded.

6.3. The seller does not seek to exclude its liability for death or personal injury arising from use of the goods to the extent that it results from negligence. The Seller shall also be liable to the buyer for any direct physical damage to tangible property other than death or personal injury to the extent that it results from the proven negligence of the seller, its employees, agents or sub-contractors up to a maximum of £100,000.

6.4. Except as expressly provided by these conditions, the seller shall not in any event be liable for any indirect, special or consequential losses or damages, howsoever arising, in connection with or arising out of the design, manufacture, supply, use of or otherwise relating to the goods, or in respect of any loss of anticipated profits or losses relating to or associated with wasted overhead or similar costs.

6.5. Except in respect of liability for death or personal injury, no action, regardless of form, arising out of the transaction under the contract may be brought by the Buyer more than 2 years after the cause of such action has accrued.

7. General

7.1. The remedies available to the parties shall be without prejudice to any other rights, either at common law or under statute, which either may have against the other.

7.2. The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

7.3. The invalidity or unenforcibility of any term of, or any right arising pursuant to the contract shall not in any way affect the remaining terms or rights, which shall be construed, as if such invalid or unenforceable term or right did not exist.

7.4. The contract is personal to the Parties and neither party may assign, transfer, sub-contract or otherwise part with the contract or any right or obligation under it without the prior written consent of the other.

7.5. Neither party shall be liable to the other if its performance of its obligations under the contract (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.

7.6. No variation or amendment to the contract shall be effective unless in writing signed by authorised representatives of both Parties.

7.7. The construction, validity and performance of the contract are governed by the law of England and the parties accept the jurisdiction of the English courts.