|TERMS AND CONDITIONS OF SALE
1.1 The following procedure applies for the sale of our products:
a) After receipt of the Buyer’s “Signed Order” and paid deposit we will liaise with the Buyer and produce specific drawings for authorization and signature by the Buyer;
b) The Buyer will sign the drawings thereby confirming that the Buyer has checked all the information & specifications to confirm they are correct and satisfactory and conform to their requirements – material, structural and legal;
c) No alteration or change can be accepted on the drawing/s. Any amendment must be incorporated into the drawing/s and resubmitted for signature;
d) Once approved, drawings cannot be altered and manufacture will be deemed to have taken place per the drawings. Any alteration will require a new Buyer Order.
1.2 All patterns, drawings, designs, samples and specifications submitted to the Buyer will, unless agreed otherwise, be the property of JBNFix.
1.3 We will confirm to the Buyer the amount of any increase in prices, necessary to comply with the Buyer’s specifications. Quantity increases whether in number of units or size shall be deemed to increase in a proportionate rate to the prices on the Buyers Order without the need of resubmitting a new Buyers Order for confirmation.
1.4 JBNFix Will be under no liability for, and the Buyer will fully indemnify JBNFix against, any awards, costs, claims, damages, demands, expenses, losses, or other liabilities ( howsoever incurred) which arise in respect of; a) any and all infringement of any intellectual property rights of any third party which may arise as a result of JBNFix supplying Goods or Services which conform with such specifications of the Buyer as are submitted and agreed in accordance with this Clause; and: b) any errors in Goods which conform with samples previously approved or accepted by the Buyer.
2.1 The price of the Goods shall be the price on the signed Buyer’s Order.
2.2 All prices are:
a) Expressed in pounds sterling excluding VAT. JBNFix prices are subject to alteration without prior notification to cover any variations in cost to JBNFix of supplying the Goods.
b) Exclusive of packing and delivery charges which will be added to the invoiced prices at cost unless specified otherwise.
2.3 Where quotations are supplied they will be valid for 30 days from date of quotation unless otherwise agreed.
3 TERMS OF PAYMENT
3.1 Unless otherwise agreed in writing by JBNFix and as a condition precedent to the performance of JBNFix’s obligations under the Contract, payment in full for all Goods or supplies by JBNFix is due prior to supply or as agreed in the Buyer Order. Full installation costs are paid on completion of the works.
3.2 Deposits received are non refundable
3.3 Payment shall be made in pounds sterling as set out on the invoice.
3.4 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy of JBNFix shall be entitled to:
3.5 Cancel the Contract or suspend any further work for or deliveries to the Buyer
3.6 Appropriate any payment made by the Buyer to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Buyer and JBNFix) as JBNFix may think fit (notwithstanding any purported appropriation by the Buyer); and
3.7 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above HSBC Bank base lending rate from time to time until further payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and recover from the Buyer all expenses howsoever incurred in the collection of monies owing to JBNFix
4.1 No period stipulated for delivery shall commence until all specification details have been agreed and payment has been made and cleared with JBNFix’s bankers.
4.2 Delivery and completion dates quoted by JBNFix or included in the Contract are given in good faith but are estimates only. JBNFix shall not be liable to the Buyer for any delay in delivery.
4.3 JBNFix May suspend the whole or any part of the Contract if by reason of Force Majeure either party is prevented or hindered from performing their obligations or performance of those obligations or is to a substantial degree rendered difficult (and JBNFix Shall not be liable for any failure to perform any of its obligations under the Contract where such failure is by reason of Force Majeure). If the event in question continues for a continuous period in excess of 90 days, either party shall be entitled to give notice in writing to the other to terminate the Contract.
4.4 If the Buyer cancels the contract or any remaining part of it the Buyer will remain liable for paying expenses incurred by JBNFix to date and JBNFix’s fair charges. JBNFix shall have no liability for any such suspension and on any such cancellation, whether by JBNFix or by the Buyer. Nothing in this clause shall relieve the Buyer from his obligation to make payments under the Contract.
4.5 JBNFix shall be entitled to deliver in instalments. Part deliveries shall be deemed to represent separate contracts.
4.6 Delivery of ordered Goods is deemed to have taken place when they have been dispatched from JBNFix’s works.
5 BREAKAGES, SHORTAGES AND OTHER CLAIMS
5.1 The Buyer will inspect the Goods on delivery and sign an acceptance or delivery note endorsing thereon a full note of any shortage or damage. Such signature shall be conclusive evidence that the Goods are of the correct quantity and free from reasonably apparent defects and damage except as set out in such endorsement. If such note is not signed it will be deemed to have been signed without endorsement. Under no circumstances will a comment of “unchecked” be accepted as relief of this clause.
5.2 Any defect or damage which is not reasonably apparent on receipt shall be notified by the Buyer to JBNFix within three working days of receipt.
5.3 JBNFix shall have no liability arising out of non-delivery or shortage in delivery (subject to consigning the correct quantity of Goods for delivery) deterioration or damage in transit but agrees to provide reasonable assistance (at the Buyer’s expense) to the Buyer in making a claim against the carrier.
6 RETURNS AND RESTOCKING CHARGES
6.1.a Standard items: Juliet balconies and stairs handrails listed as “standard or off the shelf” items are guaranteed with a 100% money back if returned in their original packaging, undamaged and unused, within 14 days of purchase. Items are subject to our quality control inspection. Damaged goods cannot be returned or accepted. If Goods are received damaged, we will keep hold of the Goods for a maximum of 60 days until the Buyer collects or arrange collection. If no collection is arranged after this time the Goods will be recycled. They Buyer is responsible for the safe return of the Goods in an undamaged state as well as transport charges.
6.1.b Bespoke items: Goods and products custom manufactured following the Buyer’s approval of a drawing, or set of drawings cannot be returned or accepted.
7 TITLE, PROPERTY, RISK
7.1 All estimates of costs, plans, drawings, catalogues, photographs, illustrations and similar descriptive material remain the property of JBNFix, and shall be returned to them unless agreed otherwise. No item may be copied or handed to a third party without the consent of JBNFix.
8.1 The assessment of the Goods’; suitability, quality and fitness for purpose is the Buyer’s responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued, and description and samples given, by JBNFix.
8.2 Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties’ attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise.
8.3 All sizes, colours, finishes and any other descriptions or specifications published in any brochures, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with its policy of continual development, JBNFix reserves the right to alter such specifications and to supply Goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an order, return Goods or claim compensation.
9.1 Our surveying service includes all the measurements of the balcony areas in order to produce accurate manufacturing drawings.
9.2 Site surveys do not include structural calculations on the building itself. Although we can recommend the best method of fixing the balustrade, it is the Buyer’s responsibility to assure suitability by consulting a structural engineer or their builders as we are limited to inspect under finished buildings/floors and cannot guarantee other works.
9.3 Site surveys are paid in advance of the agreed date unless they are included with the Order Confirmation under separate terms. If the buyer cancels the contract, surveys and drawings will remain fully payable, at the rate of a) Surveys up to a maximum of £1000+vat each and b) Drawings up to a maximum of £800+vat each.
10 INSTALLATION AND SITE WORK
10.1 When installations have been quoted, our standard lead time given with the order applies to the manufacture and delivery of the goods only. Although we aim to install the systems by the same time of delivery, installation schedules do vary, due to weather conditions and availability from completion of previous works.
10.2 Installations cannot be carried out during adverse weather conditions such as rain, snow, excessive winds, etc. Rescheduling of works will be done in agreement with the Buyer to suitable dates subject to our current availability.
10.3 Our optional installation service includes the fitting of balustrades to suitable structures only. Suitable structures are recommended on our “Technical Document” supplied with our quotations.
10.4 The Buyer is responsible to guarantee that the structures have been built suitable for this purpose. A structural engineer or other competent professionals may be required, at the buyer’s expense, to investigate and approve the installation. Approval of drawings means this clause has been taken in consideration.
10.5 JBNFix is not responsible if the structures are not suitable for installation even when we have surveyed the balcony and obtain measurements for manufacture.
10.6 In certain circumstances, it is only when we start installation works have commenced that we are able to recognise weaknesses on roofs/floors. If we identify these during works we may advise the Buyer that we cannot proceed until additional works; at the Buyers expense, are arranged. In this situation, installation of balustrades will have to be rescheduled.
10.7 Partial/interrupted installations will be charged at a rate of £45+vat per hour additionally to the original quote.
10.8 Certain installations require cutting of roof tiles to connect handrails or brackets. Although our installation service will include core drilling of tiles to fix handrails or brackets the Buyer should arrange at their expense, a suitable roofer to make these watertight.
10.9 Suitable platforms/scaffolding must be arranged at the Buyer’s expense and are excluded from our quotations. JBNFix may refuse to carry out an installation if safety platforms are not in place.
11 INTELLECTUAL PROPERTY
11.1 All Intellectual Property Rights in relation to the Goods and the Services, JBNFix’s designs, data sheets, packaging and literature shall remain the property of JBNFix And no license (except as to the use for which their Goods or Services are supplied) shall be implied.
11.2 The Buyer or his agents shall not at any time alter or deface the JBNFix name, logo or trademarks or juxtapose them with any other mark likely to cause confusion.
12 DEFECTIVE GOODS, LIMITATION OF LIABILITY AND INDEMNITY
12.1 JBNFix warrants that Goods will conform in all material respects to their specification and will be free from defects in design, material and workmanship under normal conditions of use for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire provided that the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate working conditions, inappropriate use or treatment, inappropriate installation, Inappropriate use of fixings or fixing or incorrect handling or exposure to such other substances as may be injurious to such materials.
12.2 JBNFix shall not be liable for a breach of the warranty or any other warranty, condition or guarantee if:
a) The total price for the Goods has not been paid by the due date for payment;
b) The Buyer makes any further use of such Goods after becoming aware of the defect;
c) The defect arises because the Buyer failed to follow JBNFix’s oral or written instructions as to the storage, commissioning, use or maintenance of the Goods; or
d) The Buyer alters or repairs the Goods without the prior written consent of JBNFix
12.3 If delivery is not refused, and the Buyer does not notify JBNFix, the Buyer shall not be entitled to reject the Goods and JBNFix Shall have no liability for any defect or failure which was reasonably apparent upon inspection, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure, which is so slight that it would be unreasonable for him to reject them.
12.4 JBNFix’s sole liability for breach of the warranty set out in clause 12.1 shall be at JBNFix’s option to repair or replace defective Goods, or to refund the Contract price or relative part thereof.
12.5 If JBNFix complies with condition 12.4 it shall have no further liability for a breach of the warranty in clause 12.1 in respect of such Goods.
12.6 Any Goods replaced by JBNFix will belong to JBNFix and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
12.7 Subject to the provisions of clauses 12.4, JBNFix Shall not be liable for any loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever and howsoever caused (whether by negligence or otherwise) which arise out of or in connection with the Contract.
12.8 Without prejudice to the other provisions of this clause 12, JBNFix’s aggregate liability under the Contract in respect of any breach of contract, negligence or otherwise, shall not exceed the price paid by the Buyer for the Goods.
12.9 All other conditions, warranties or other terms whether, express or implied, statutory or otherwise, inconsistent with this clause 14 are hereby expressly excluded to the fullest extent permitted by law.
13 SUSPENSION AND TERMINATION
13.1.1 the Buyer commits a material breach of the Contract or any other contract with JBNFix; or
13.1.2 any event conferring a right of termination under 13.2 below shall have occurred. Then in any such case JBNFix shall be entitled (without prejudice to any other of its rights here under) to suspend further performance of the Contract for such reasonable time as JBNFix shall deem fit and for this purpose to stop any Goods in transit to the Buyer or in the course of installation.
13.2 JBNFix May, by notice to the Buyer, terminate supply if the Buyer commits a material breach of the Contract or any other contract with JBNFix (such breach, if capable of remedy, not having been remedied within 7 days of notice to do so) or any judgment against the Buyer is unsatisfied for 14 days or (being an individual) the Buyer dies or commits any act of bankruptcy or (being a corporation) enters liquidation or receivership or ceases or threatens to cease to carry on business or JBNFix reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly or any event analogous to any of the foregoing shall happen in any other jurisdiction and any such termination shall be without prejudice to the Buyer’s obligations and JBNfix’s rights under the Contract.
13.4 No order which has been accepted by JBNfix May be cancelled by the Buyer except with the agreement in writing of JBNFix And on terms that the Buyer shall indemnify JBNFix In full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by JBNFix As a result of cancellation.
14.1 These Conditions shall be interpreted without reference to their headings, which are for convenience only.
14.2 The contract shall be governed by English Law and the Buyer shall submit to the exclusive jurisdiction of the English Courts.
14.3 Any provision of these Conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these Conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these Conditions.
14.4 The provisions of these Conditions shall remain in full force and effect notwithstanding that the parties’ obligations under the Contract may have been performed or discharged.
14.5 The waiver of any breach of any of these Conditions or the non enforcement of any of these Conditions shall not prevent the subsequent enforcement of that Condition or the exercise of any right arising from that breach and shall not be deemed a waiver of any subsequent breach.
14.6 Any entity who or which is not expressly a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights and Third Parties) Act 1999 shall be expressly excluded from this Agreement.
JBNFix Ltd. Unit 66 Rowfant Business Centre,Wallage Lane, Rowfant,West Sussex, RH10 4NQ. VAT registration number: GB 168 2589 66