Terms and Conditions of Sale
These Terms and Conditions are effective as of 01 April 2021 and supersede all previous Terms and Conditions issued by JWP Ltd. Terms and Conditions shall include these Terms & Conditions of Sale and the Terms & Conditions For Online Sales. JWP Limited means JWP Limited (company no: 01443669) whose registered address is at Wirral International Business Park, Riverview Road, Bromborough CH62 3RH.
Article 1. Quotations, Orders and Contracts
1.1 Any quotations for a sale of Goods which are issued by JWP Limited (“Quotation”) are subject to withdrawal and alteration any time before they are accepted by the Customer and are automatically withdrawn unless an order for Goods is placed by the Customer within 30 days after the date of the relevant Quotation. Prices in a Quotation are exclusive of VAT. Customer shall be defined as the person or entity whose order for the Goods is accepted by JWP Limited. Goods means the goods or materials (including any installment of them or any part of them) the quantity, quality, description and specification of which are described in each Contract. Each agreement for the supply of Goods by JWP Limited formed herein shall be referred to as a Contract.
1.2 As used herein an Order shall mean a request by the Customer to purchase Goods which may be made in writing (including email) or verbally by phone or online via JWP Limited’s online ordering portal. No Order shall be binding upon JWP Limited until accepted by JWP Limited. Acceptance of an Order shall take place when JWP Limited despatches or commences production of all or part of the Goods ordered, or, if earlier, whenever the Order is expressly accepted or confirmed by JWP Limited in writing. No binding Contract shall exist to supply the Goods unless and until the Order for such Goods has been accepted by JWP Limited.
1.3 Once an Order has been accepted by JWP Limited in accordance with clause 1.2 a Contract for the supply of the Goods which is the subject of the Order accepted shall be formed.
1.4 Each Contract shall comprise of the Terms and Conditions, the Quotation the trade account application form attached to such Terms and Conditions (if any), and any additional terms agreed in writing as applicable. JWP Limited shall sell, and the Customer shall purchase, the Goods in accordance with the Contract, and the terms of the Contract shall apply to the exclusion of any other terms and conditions of the Customer.
1.5 JWP Limited reserves the right to refuse any amendments or additional items which a Customer wishes to make or add to an Order once that Order has been accepted in writing by JWP Limited in accordance with clause 1.2.
1.6 JWP Limited reserves the right to alter the specifications of the Goods or to remove all or any part of the Goods or Product Range offered for sale with immediate effect on written notice to the Customer. Product Range shall mean the range of Goods containing a unique stock keeping code allocated by JWP Limited to identify the Goods. Where a Contract has already been formed under clause 1.2 for the affected Goods or Product Range then JWP Limited reserves the right to either substitute alternative goods of equivalent quality in replacement of them or to refund the Customer such proportion of the price of the Contract which has already been paid by the Customer and which relates to the Goods or Product Range being altered or withdrawn.
1.7 If any Contract contains provisions which are inconsistent with, or conflict with the Terms and Conditions, those provisions will prevail over the Terms and Conditions to that extent except (i) nothing shall prevail over Article 8 (Liability) and 14 (Rights of Third Parties) unless the provision expressly provides for this by reference to these clauses; (ii) no standard terms of the Customer shall form part of any Contract unless the intention to incorporate such Customer’s terms and to override the Terms and Conditions wholly or in part is clearly expressed in writing and signed by duly authorised representatives of both parties.
1.8 Any advice or recommendation given by JWP Limited or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods, which is not confirmed in writing by JWP Limited, shall be heeded entirely at the Customer’s own risk, and accordingly JWP Limited shall not be liable for any such unconfirmed verbal advice or recommendation. Any typographical, clerical or other error or omission in any sales literature, Quotation, acceptance of offer, invoice or other document or information issued by JWP Limited shall be subject to correction without any liability on the part of JWP Limited.
Article 2. Terms of Payment; Price
2.1 The price of the Goods shall be as stated in the Contract. Prices shall be invoiced in sterling unless agreed otherwise in the Contract. The price shall be exclusive of any applicable value added tax, which shall be payable by the Customer subject to receipt of a valid VAT invoice, and of all other taxes, duties, imposts and levies.
2.2 Prices exclude packaging, insurance, freight/transport charges and other costs of carriage and delivery (“Delivery Charges”). Where JWP Limited has undertaken to provide or arrange for carriage to an address specified in the Contract or otherwise agreed to between the parties, Delivery Charges shall be levied in addition to the price unless otherwise expressly agreed by JWP Limited in the Contract.
2.3 The Customer shall be responsible for obtaining all required export and import clearances and any other documentation necessary for the delivery of the Goods, unless otherwise mutually agreed by the parties in writing.
2.4 JWP Limited reserves the right, by giving 14 days’ advanced notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to JWP Limited which is due to any factor beyond the control of JWP Limited including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in the delivery dates, quantities or specifications for the Goods which is requested by the Customer, and accepted by JWP Limited in its unrestricted discretion, or any delay caused by any instructions of the Customer or failure of the Customer to give JWP Limited adequate information, facilities, instructions or responses.
2.5 Unless otherwise agreed in writing by JWP Limited, all payment for Goods shall be made with order. JWP Limited must receive in full and cleared funds the price for each Order from the Customer at the date of the Order being accepted by JWP Limited placed or (where JWP Limited so agrees) prior to Delivery, which is further defined in clause 3.1. JWP Limited may issue an invoice once it accepts an Order, and all accounts are strictly payable net 30 days.
2.6 Where alternative payment terms or credit facilities have been agreed by JWP Limited then notwithstanding any such agreement, JWP Limited reserves the right to vary such payment terms or credit facilities with immediate effect on written notice to the Customer where the Customer is in breach of the Terms and Conditions or any Contract, including failure by the Customer to make payment with Order.
2.7 Unless otherwise agreed by the parties in writing, JWP Limited is entitled to allocate payments received to settle any sums due from the Customer in full or in part, whether under the Contract or any other contract, in any order or manner JWP Limited determines, and in particular shall be entitled to apply any partial payment to settle outstanding interest on overdue amounts, ahead of principal.
2.8 Notwithstanding clause 2.6 or any other arrangements for provision of credit which JWP Limited may have agreed with the Customer in respect of the Contract, the whole price of all Goods bought or agreed to be bought by the Customer shall be immediately payable without demand upon the occurrence of an Insolvency Event as defined in Section 10.1(b).
2.9 If the Customer fails to make any payment when due, without affecting any other rights which it may have, JWP Limited shall be entitled to exercise all or any of the following rights:
a) suspend production and/or deliveries of Goods until paid;
b) deduct outstanding sums from any sums owed by JWP Limited to the Customer under the Contract or otherwise;
c) require the Customer to pay any costs of storage (or a reasonable charge for storage) of undelivered Goods and materials;
d) be paid compensation and charge interest on the overdue amount at the statutory rate and otherwise in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), or at JWP Limited’s election or where such Act is not applicable, charge interest on the overdue amount, at a rate of 12% which shall accrue from day to day (both before and after any judgment) from the due date until payment in full is received by JWP Limited and shall be compounded monthly;
e) resell any Goods not yet delivered to the Customer;
f) retain any sums paid as deposit for the Goods;
g) demand the return of the Goods in accordance with the provisions of Article 5.
h) appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract between the Customer and JWP Limited) as JWP Limited may think fit (notwithstanding any purported appropriation by the Customer).
2.10 JWP Limited shall be entitled to initiate legal action for the price and any other sums due from the Customer notwithstanding that property in the Goods has not passed to the Customer.
2.11 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. Settlements by cheque or credit transfer shall not be deemed paid until JWP Limited’s account is credited with cleared funds.
2.12 The Customer may not for any reason withhold, make deduction from, set off against or make abatement of any payment due to JWP Limited.
Article 3. Delivery
3.1 Delivery of Goods shall take place at the time JWP Limited notifies the Customer that the Goods are ready for collection from the premises stated in the Contract or, if JWP Limited agrees to transport them to an address specified in the Contract or otherwise agreed to between the parties, when they are despatched from JWP Limited’s premises (“Delivery”).
3.2 Unless otherwise agreed in writing all delivery charges referred to in clause 2.3 shall be borne by the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
3.3 Dates and times for delivery by JWP Limited are estimates only and time shall not be of the essence in respect of these and JWP Limited shall not be liable for any loss, damage, cost or expense caused directly or indirectly by any delays in delivery subject to clause 3.5. The Customer may not terminate the Contract by reason of any delay in delivery and/or any short delivery. JWP Limited may deliver early.
3.4 Delivery may take place by way of installments in such quantities as JWP Limited may reasonably decide. Such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the Customer to cancel any subsequent installment or repudiate the Contract as a whole. Where delivery of the Goods is to be made by JWP Limited in bulk, JWP Limited reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
3.5 Notwithstanding clause 3.3, if delivery by JWP Limited of any Goods has not been made 90 Business Days, which days shall exclude Saturdays, Sundays, and public holidays in England and Wales, after the advised estimated date for delivery of the Goods, the Customer shall be entitled to terminate the Contract in respect of those Goods and any liability of JWP Limited however arising, as referred to in clause 8.3, shall be limited to a credit of the price due or a refund of sums paid by the Customer for those Goods not delivered. Under no circumstances shall JWP Limited have any further liability to the Customer in damages or otherwise for non-delivery or late delivery of any of the Goods.
3.6 If the Customer fails to take delivery of the Goods or fails to give JWP Limited adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to JWP Limited, JWP Limited may:
a) store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.
3.7 A delivery note stating the Contract order reference and customer account number shall accompany each delivery and the time and date recorded on the carrier’s electronic system shall be deemed to be and constitute proof of delivery.
3.8 No right or title in any packaging, container or transport equipment that accompanies the Goods shall pass to or vest in the Customer. Any such items shall be returned to JWP Limited no later than 30 days after their delivery in substantially the same condition as when delivered. If any such items are not so returned, JWP Limited may invoice the Customer for the cost of the repair or replacement of them. Where Goods are sent by or on behalf of JWP Limited in error, they will be collected or credited at the discretion of JWP Limited.
Article 4. Warranty
4.1 JWP Limited warrants that the Goods:
a) are reasonably free from defects in materials and workmanship for the Warranty Period;
b) are suitable for their usual purposes;
c) comply in all material respects with any description applied to them by JWP Limited.
4.2 In respect of JWP Limited’s Goods, Warranty Period means a period of one year from the date of Delivery.
Contracts shall not be regarded as sales by sample even if JWP Limited has provided a sample to the Customer.
4.3 If during the applicable Warranty Period there is any material breach of the warranties in clause 4.1, and the claim is notified in accordance with clause 7, JWP Limited will, at its option, repair or replace the relevant item of Goods (or any defective part), or offer a refund of all or a fair or reasonable part of the price paid for the relevant item (against the return of such item at the cost of the Customer). If JWP Limited complies with this obligation it shall have no further liability in respect of or arising from the relevant Goods.
4.4 JWP Limited shall not be in breach of this Article 4 if the claim results from:
a) fair wear and tear, damage caused by the Customer’s or any third party’s default, negligence or misuse of the Goods, including the accidental or deliberate destruction of or damage to the Goods;
b) any failure to install, use or maintain the Goods in accordance with JWP Limited’s or manufacturer’s instructions, including failure to follow JWP Limited’s care instructions which can provided on request;
c) any alterations or modifications or repairs to the Goods other than those carried out by JWP Limited, or third parties nominated or approved in writing by JWP Limited (such approval not to be unreasonably withheld or delayed);
d) any drawing, design, specification or instruction supplied or approved by the Customer.
4.5 JWP Limited shall be under no liability under the warranties in clause 4.1 and JWP Limited shall have no obligation under clause 4.3 (or any other warranty, condition or guarantee) while any sum is overdue from the Customer to JWP Limited.
4.6 The Customer indemnifies and will keep indemnified JWP Limited against any loss suffered, where the Customer sells the Goods to a third party, and that third party claims under the guarantee (detail provided on request) due to a defect in the Goods which has been caused by an act or omission of the Customer.
4.7 The warranties in clause 4.1 and/or clause 4.3 do not extend to parts, materials or equipment not manufactured by JWP Limited, in respect of which the Customer shall only be entitled to the benefit of any manufacturer’s warranty or guarantee that JWP Limited is entitled to transfer to the Customer.
4.8 JWP Limited reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable legal requirements (whether UK or EU statutes, regulations, directives or otherwise) or which do not materially affect their quality or performance.
Article 5. Returns
No returns of Goods are permitted without prior written authorisation by JWP Limited, which will not to be unreasonably withheld. Goods which are returned without such authorisation will be rejected at the cost of the Customer and credit will not be given. All returns or collection of authorised returns is at the Customer’s expense and the Customer must comply with return policy requirements specified by JWP Limited.
Article 6. Risk of Loss and Title
6.1 Risk of loss or damage to the Goods shall pass to the Customer at the time of delivery or collection of the Goods by the Customer or its authorised representative.
6.2 Title in the Goods shall pass from JWP Limited to the Customer only on receipt by JWP Limited in full of the price (and VAT) for those Goods under the Contract and all other sums then due from the Customer under the Contract and any other contracts between the Customer and JWP Limited.
6.3 Until such time as the title in the Goods has passed to the Customer under clause 6.2 the Customer shall:
a) hold such Goods on a fiduciary basis as JWP Limited’s bailee and shall insure them as JWP Limited’s property and hold the proceeds of such insurance on trust for JWP Limited, and shall store and mark them in such a way that they are readily identifiable as JWP Limited’s property, and shall not mix them with any other goods;
b) not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the Goods; and
c) not dispose of or deal with the Goods or any documents of title relating to them or any interest in them; except that the Customer may on its own account use and sell the Goods and pass title to its usual type of customers in the ordinary course of its trade, provided that the Customer’s right to use or sell the Goods shall automatically cease upon the occurrence of an Insolvency Event.
6.4 JWP Limited shall be entitled upon demand to the immediate return of all the Goods which remain in the ownership of JWP Limited, and the Customer irrevocably authorises JWP Limited to recover such Goods and any documentation relating to them and for that purpose, to enter any place and shall take all reasonable steps to help JWP Limited recover them if:
a) payment becomes overdue under a Contract;
b) the Customer is in breach of any of its obligations under the Contract or any other contract between JWP Limited and the Customer;
c) JWP Limited exercises any right to terminate the Contract or any other contract between JWP Limited and the Customer; or
d) an Insolvency Event occurs, or JWP Limited reasonably expects that an Insolvency Event is about to occur.
6.5 Recovery of the Goods by JWP Limited shall not of itself cancel the Customer’s liability to pay the whole or balance of the price for the Goods or any other rights of JWP Limited under the Contract.
Article 7. Claims
7.1 Any claim that Goods have not been delivered must be notified in writing to JWP Limited within five (5) Business Days of the estimated or planned date for delivery or performance.
7.2 The Customer shall inspect the Goods immediately on delivery and shall notify JWP Limited in writing of any shortage, damage or any other non-conformity with the Contract that ought reasonably to have been apparent on a reasonable inspection of the Goods no later than five (5) Business Days after delivery.
7.3 Subject to clause 7.4, failure to notify JWP Limited in accordance with clauses 7.1 and 7.2 will be deemed acceptance of the Goods by the Customer and shall render the Customer liable to payment. JWP Limited reserves the right not to grant refunds for any claims made later than five (5) Business Days after receipt.
7.4 All claims not notifiable under clauses 7.1 or 7.2 must be notified to JWP Limited no later than twenty (20) Business Days after the Customer first becomes aware of the circumstances giving rise to the claim.
7.5 Once the Customer becomes aware that a defect in the Goods may exist, it must not use or supply the Goods, and must take all steps necessary to prevent their use by any of its customers or other third parties to whom it has supplied the Goods. The Customer shall indemnify and keep JWP Limited indemnified against all claims, damages, liability, losses and costs it incurs as a result of the Customer’s breach of this obligation.
Article 8. Exclusions of and Limits on Liability
8.1 JWP Limited shall only be liable to the Customer in respect of claims notified to JWP Limited in accordance with the Contract and in particular clause 7.
8.2 Any liability JWP Limited may have for claims concerning damage to the physical property of the Customer or its employees (excluding the Goods) arising out of or in connection with the Contract, the Goods however arising, shall be limited to £10,000 per claim or series of claims arising out of the same events or circumstances and to £100,000 in total in respect of all claims.
8.3 Without prejudice to the other limitations on JWP Limited’s liability in the Contract but subject to clauses 8.2 (physical damage) and 8.5 the liability of JWP Limited for any claims arising out of or in connection with the Contract and/or the Goods, however arising shall be limited in respect of all claims in aggregate to a sum equal to the price payable (exclusive of VAT) by the Customer for the Goods under the Contract giving rise to the claims.
8.4 Notwithstanding any other provision of the Contract, but subject to clause 8.5, JWP Limited shall have no liability however arising out of or in connection with the Contract and/or the Goods for any:
a) direct or indirect loss of or damage to:
(f) anticipated savings;
b) indirect or consequential loss or damage; or
c) claim arising out of a claim against the Customer by a third party.
8.5 The exclusions and limitations of liability contained in the Terms and Conditions and in the Contract shall apply regardless of whether the loss or damage was foreseeable or whether the Customer notifies JWP Limited of the possibility of any greater loss or damage but no such exclusion or limitation shall apply to the extent prohibited or limited by law and in particular nothing in the Contract shall affect liability:
a) or death or personal injury caused by negligence to the extent prohibited by the Unfair Contract Terms Act 1977;
b) for fraudulent misrepresentation or other fraud;
c) for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
d) to the extent prohibited by the Consumer Protection Act 1987.
8.6 All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of JWP Limited, in respect of compliance with descriptions, the quality or the fitness for purpose of the Goods which are not expressly set out in the Contract are excluded except to the extent such exclusion is prohibited or limited by law. The Customer acknowledges that the price of the Goods provided for under the Contract reflects the exclusions and limitations on JWP Limited’s liability as set out in this Article 8, and that the Customer had the opportunity to negotiate variations to the exclusions and limitations, upon the agreement of a higher price. Accordingly, the parties agree that such exclusions and limitations are reasonable in light of all the circumstances.
8.7 The Customer shall indemnify JWP Limited at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by JWP Limited as a result of any third party claim arising out of the Contract, the Goods, which is in excess of the liability expressly accepted by JWP Limited under the Contract.
8.8 The Customer acknowledges:
a) the potential losses, damages or claims which the Customer may suffer as a result of any breach of the Contract or other default by JWP Limited are more readily ascertainable by the Customer than by JWP Limited;
b) such losses, damages and claims may greatly exceed the sums paid under the Contract and JWP Limited has agreed to the price only on the basis that it limits its liability in the manner stated in the Terms and Conditions;
c) that the price of the Goods provided for under the Contract reflects the exclusions and limitations on JWP Limited’s liability, and that the Customer had the opportunity to negotiate variations to the exclusions and limitations upon the agreement of a high price;
d) the Customer must consider insuring any liability not accepted by JWP Limited under this Agreement and agrees that it is responsible for taking legal advice on the limits on JWP Limited’s liability;
e) the parties agree that such limits are fair and reasonable in light of all of the circumstances.
Article 9. Customer’s Responsibilities
9.1 The Customer shall be responsible to JWP Limited for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving JWP Limited any necessary information, facilities, instructions and responses relating to the Goods reasonably within a sufficient time to enable JWP Limited to perform the Contract in accordance with its terms.
9.2 The Customer is responsible for obtaining all necessary consents, licenses and permits relating to its use of the Goods and for the accuracy and legality of all information including drawings, designs and specifications supplied by or on behalf of it (“Customer Information”).
9.3 The Customer shall indemnify JWP Limited at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by JWP Limited as a result of any claim that Customer Information infringes any rights of any third parties, including any Intellectual Property Rights. As used in these Terms and Conditions Intellectual Property Rights shall mean all intellectual and industrial property rights, including patents, rights in registered and unregistered trade marks (including domain names), rights in registered and unregistered designs, utility models, trade or business names, confidential information, know-how, database rights, passing-off rights, and copyright (including moral rights), or other industrial, intellectual or commercial rights (including rights in any invention, discovery or process), and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world.
9.4 The Customer is responsible for transporting, storing and using the Goods in accordance with the care instructions referred to a clause 4.4(b) and JWP Limited shall not be responsible for any damage, loss or claims arising from any failure to comply with such instructions.
9.5 If the Customer becomes aware that any third party has made or is likely to make any claim in respect of any Goods (including, without limitation, as to defects in them or rights infringed by them) it shall immediately inform JWP Limited and shall afford to JWP Limited all assistance (including, without limitation, permitting JWP Limited to participate in any proceedings) which JWP Limited may reasonably require to enforce its rights and defend such claim.
9.6 Without prejudice to any duty of the Customer at common law, JWP Limited shall be entitled to require the Customer to take such steps as JWP Limited may reasonably require to mitigate or reduce any losses or claims that may arise in relation to the Contract. The Customer agrees to co-operate with any product recall operation initiated by JWP Limited including providing all information and assistance that JWP Limited may reasonably require and the Customer agrees promptly to recall any of the Goods from the market when reasonably requested to do so by JWP Limited. The Customer shall not itself instigate any product recall without the prior written consent of JWP Limited except in the case of emergency. The Customer shall inform JWP Limited of all serious complaints and any other circumstances of which the Customer is aware that may give rise to a product recall requirement.
9.7 The Customer may only re-sell the Goods in the original packaging they are in when delivered to the Customer by JWP Limited. The Customer shall undertake to ensure that its advertising, marketing, promotion, sale and pricing of the Goods shall in no way reduce or diminish the reputation, image, prestige or value of the Goods.
Article 10. Termination
10.1 Without affecting any other rights and remedies it might have, JWP Limited shall be entitled to terminate the Contract and/or suspend its performance at any time without liability by giving written notice to the Customer at any time if the Customer:
a) is in breach of any provision of, or purports to cancel, the Contract;
b) has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the relevant party is incorporated, resident or carries on business;
c) there is a change in control of the Customer; and
d) in any other circumstances provided for in the Terms and Conditions and/or the Contract.
10.2 Any termination however caused shall not affect any right or liabilities which have accrued prior to the time of termination or the continuance in force of any provision of the Contract which expressly or by implication is intended to come into or continue in force after termination including without limitation clauses 8 (Exclusions and Limits on Liability) and 12 (Confidentiality).
10.3 Upon termination the Customer shall immediately return any information or materials in its possession or under its control which belong to or were supplied by JWP Limited and JWP Limited may dispose of any Goods not collected by the Customer.
Article 11. Intellectual Property
11.1 All Intellectual Property Rights in the Goods and their specification, design, packaging, labelling and other materials supplied with or in connection with any of the Goods shall, as between the parties, remain at all times vested in JWP Limited. No Intellectual Property Rights of JWP Limited are transferred to the Customer and no licenses to use any Intellectual Property Rights of JWP Limited are granted to the Customer except as may be necessary for the usual use of the Goods supplied.
11.2 In particular the Customer shall not use any of JWP Limited’s trade marks in its business except for the limited purpose of advertising the Goods for sale in the Customer’s usual course of business and then strictly subject to JWP Limited’s brand guidelines as to size, colour, font, positioning and such other usage instructions as JWP Limited may give for this purpose. Any unauthorised use of JWP Limited’s trademarks by the Customer shall be a material breach of the Terms and Conditions.
11.3 The Customer shall not remove, obscure or otherwise alter or interfere with any of the logos, marks or branding appearing on any of the Goods or their packaging.
Article 12. Confidentiality
Neither party shall without the prior written consent of the other party (during and after termination of the Contract) use (other than in the performance of the Contract) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such. In these Terms and Conditions and as used elsewhere in the Contract, Confidential Information shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party or its affiliates in connection with the Contract. In the case of JWP Limited, its Confidential Information shall include information relating to the design of the Goods and all specifications prepared by or on behalf of JWP Limited and all information derived from any of them. Confidential Information shall not include information which is in the public domain other than by breach of the Terms and Conditions. The Customer shall not publicise or disclose the content or detail (including pricing) of any Quotation or Contract with JWP Limited, without the prior written agreement of JWP Limited.
Article 13. Data Protection
13.1 The parties agree that it may be necessary for each of them to provide to the other party, and/or to receive and use, limited personal data concerning their respective officers, employees, contractors, suppliers, customers and other third parties such as contact details (“Contract Data”) for purposes connected with the operation, fulfilment, management and enforcement of this Agreement. Additionally JWP Limited may use the Contract Data for advertising and marketing purposes in the pursuit of its legitimate interests in accordance with Data Protection Law or for any other purpose detailed in its privacy notice (a copy of which can be provided on request. (the “Purpose”).
13.2 It is intended by the parties that each shall be treated as the “controller” of any Contract Data it receives or has access to for the Purpose and it is not intended by the parties that either party should be treated as the “processor” of the other in respect of such Contract Data for the purposes of Data Protection Law, which herein shall mean the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) as implemented under English law, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and the Data Protection Act 2018, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing and relevant industry codes of practice and guidance.
13.3 In relation to any Contract Data it provides, each party warrants and represents it is lawfully entitled to provide the Contract Data for the Purpose and in particular has obtained any required authorizations and consents and has given all necessary notices to data subjects, to enable it lawfully to provide the Contract Data. In relation to any Contract Data it receives, each party undertakes:
a) it will only use the Contract Data for the Purpose;
b) it will comply with all its obligations as a controller under Data Protection Law; and
c) it will only respond to any subject access requests or other queries or complaints from data subjects relating to the Contract Data in accordance with the Contract Data provider’s reasonable instructions.
13.4 Both parties warrant and undertake that:
a) it has not done and will not do anything that causes or is likely to cause the other to be in breach of Data Protection Law; and
b) it will notify the other of any suspected, potential or actual breaches of Data Protection Law (including the loss of personal data and breaches of security which may compromise the security of the personal data) as soon as possible and, in any event, within 2 days of identification to enable the parties to consider what action is required in order to resolve the issue in accordance with Data Protection Law.
13.5 JWP Limited may make searches with credit reference agencies about the Customer and directors of the Customer and these credit reference agencies will keep a record of that search.
Article 14. Contracts (Rights of Third Parties) Act 1999
All members of JWP Limited’s business group and all employees, agents and subcontractors of JWP Limited and members of JWP Limited’s business group (each being a “TP”) shall each be entitled, in its own right pursuant to the Contracts (Rights of Third Parties) Act 1999 (“TP Act”), to enforce every defence and limitation and Indemnities expressed to be in favour of JWP Limited under the Contract to the extent determined by JWP Limited in its absolute discretion, as if such defences and limitations and indemnities were expressed to be for the benefit of the relevant TP. The Customer and JWP Limited shall not be required to notify or obtain the consent of any TP in order to rescind or vary the Contract or any provision of it. Except as referred to in this clause, no provision of a Contract shall be enforceable pursuant to the TP Act by any person who is not a party to it.
Article 15. Incoterms
15.1 In these terms, “Incoterms” means the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the Incoterms shall have the same meaning in the Contract, but if there is any conflict between the provisions of Incoterms and the Contract, the latter shall prevail.
15.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 15 shall (subject to any special terms agreed in writing between the Customer and JWP Limited) apply notwithstanding any other provision. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
15.3 Unless otherwise agreed in writing between the Customer and JWP Limited, the Goods shall be delivered FOB to the agreed air or seaport of shipment and JWP Limited shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. The Customer shall be responsible for arranging for testing and inspection of the Goods at JWP Limited’s premises before shipment. Where the Goods are being collected from other premises (such as JWP Limited’s supplier’s factories) then such inspection shall take place at the point of collection at those premises or where this is not practicable without delay on delivery at the Customer’s premises. JWP Limited shall have no liability for any claim in respect of any defect in the Goods which ought reasonably to have been apparent on inspection and which is made after shipment, or in respect of any damage during transit.
Article 16. Miscellaneous
16.1 The Terms and Conditions, together with those set out in the Contract, and any other documents entered into pursuant to the Contract, constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between the parties with respect to the arrangements contemplated by or referred to in the Terms and Conditions and the Contract. The Customer acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made), or understanding of any person (whether party to the Contract or not) which is not expressly set out in the Terms and Conditions and/or the Contract and the only remedy available to it for breach of any statement, representation or other term that is expressly set out in the Contract shall be for breach of contract under the terms of the Contract.
16.2 JWP Limited may perform any of its obligations or exercise any of its rights under the Contract itself or through any other member of JWP Limited’s business group, which shall include JWP Limited and its ultimate holding company and any direct or indirect subsidiary of such holding company, provided that any act or omission of any such other member shall be deemed to be the act or omission of JWP Limited.
16.3 JWP Limited may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder and may sub-contract any or all of its obligations under the Contract.
16.4 The Customer shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Contract, or purport to do so, or sub-contract any or all of its obligations under the Contract without the prior written consent of JWP Limited in its absolute discretion.
16.5 JWP Limited shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under the Contract caused by the actions or omissions of the Customer, its employees, agents, contractors or other third parties providing goods or services to or acquiring them from the Customer or by any circumstance beyond JWP Limited’s reasonable control, which shall include war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, pandemic, epidemic, breakdown or damage to machinery or equipment, acts of God, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of JWP Limited) or shortage of materials at the market rates existing when the relevant Contract is made, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days JWP Limited shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Contract.
16.6 Any notice to be given shall be in writing (but excluding fax transmission), in English, and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery or by email to, the intended recipient’s address for this purpose. The address of a party for service of notices is the address set out in the Contract or such other address as a party may designate by notice given in accordance with this clause. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first-class post or recorded delivery, 48 hours from the date of posting, or, if sent by email upon sending with a successful delivery transmission report. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
16.7 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract shall not constitute a waiver of such right or remedy or of any other rights or remedies.
16.8 If any provision of the Terms and Conditions or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and Conditions or the Contract and the remainder of the provision in question shall not be affected thereby. If the whole or any part of any clause(s) are invalid or unenforceable the parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Any such invalidity or enforceability shall not affect the validity or enforceability of any other provision.
16.9 Nothing in the Contract shall constitute a partnership, joint venture, representative or agency relationship between the parties hereto or be construed or have effect as constituting any relationship of employer and employee between the parties. Neither party shall have the authority to bind, or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
16.10 JWP Limited has the right to vary the Terms and Conditions from time to time. The Terms and Conditions in force and published on JWP Limited’s website at http://www.jwpltd.co.uk at the time the Customer places its Order will govern that Order and any ensuing Contract. The Customer is advised to check the Terms and Conditions and to print a copy before placing its Order.
16.11 The Terms and Conditions and the Contract are governed by and shall be construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
TERMS & CONDITIONS FOR ONLINE SALES
Article 1. Recitals and Applicability
1.1 Unless otherwise expressly stated, the Definitions in the Terms & Conditions of Sale also apply to these Terms & Conditions For Online Sales.
1.2 These Terms & Conditions For Online Sales will apply to the Customer when offering for sale online JWP Limited products.
1.3 These Terms & Conditions For Online Sales, together with the Terms & Conditions For Sale (“Terms and Conditions”), apply to any Contract between JWP Limited and the Customer for the sale of Goods and will apply to the Customer when offering for sale online Goods purchased from JWP Limited.
1.4 The Customer shall read the Terms & Conditions carefully and by placing an order to purchase the Goods, the Customer agrees that it has understood the Terms & Conditions and agrees to be bound by them generally and in particular when offering JWP Limited Goods and products for sale online.
1.5 If the Customer fails to comply with the Terms & Conditions, JWP Limited will close the Customer’s account and cease to sell JWP Limited products to the Customer. JWP Limited operates a “mystery shopper” policy and will be checking on the Customer’s compliance with the Terms and Conditions.
1.6 JWP Limited has the right to amend or modify the Terms & Conditions from time to time. The Terms & Conditions in force and published on the JWP Limited website at http://www.jwpltd.co.uk at the time the Customer places its Order will govern that Order and any ensuing contract. The Customer agrees that it is the Customer’s responsibility to check the Terms & Conditions and to print a copy before placing its Order.
Article 2. Website Functionality and Appearance
2.1 Any payment transactions carried out through the Customer’s website must be encrypted using the best industry standard technology and practice such as by using SSL – Secure Socket Layer – technology to protect the consumer and their payment details and personal data.
2.2 The Customer’s website must be continually maintained to the standards that can be reasonably expected from a website of the size and nature of that which the Customer operates.
2.3 The Customer’s website must not suggest in any way that it is an official JWP Limited brand site and it must not attempt to replicate or copy in any way any official JWP Limited website. The domain name and/or hostname of the Customer’s website must not contain the words “JWP Limited” nor should it contain the name of any range or collection of products manufactured or sold by JWP Limited.
2.4 The Customer can contact email@example.com for permission to access and use JWP Limited product images, logos and seasonal imagery solely for the use for the purposes of selling JWP Limited products that the Customer has purchased from JWP Limited.
2.5 Any photographs which the Customer uses on its website to promote and/or display JWP Limited products must be those provided by JWP Limited. JWP Limited may, at its absolute discretion and on request, provide prior written permission to the Customer to use other graphic materials to promote JWP Limited products. To request such permission, the Customer can send the request to firstname.lastname@example.org .
2.6 The JWP Limited logos and trademarks, product and lifestyle imagery, product names and descriptions and dimensions and brand descriptions must adhere strictly to the JWP Limited brand guidelines which are available on request by contacting email@example.com .
Article 3. Customer Service and Expectations
The Customer’s website must have a customer care and service facility which allows customers to make contact and it must clearly set expectations as to how quickly customers may expect a response and respond within the timeframe provided. All orders placed for JWP Limited products through the Customer’s website must be dispatched promptly and in accordance with the Customer’s reasonable delivery policy and any applicable laws in the country in which the transaction is governed. If any product ordered by a customer through the Customer’s website is likely to be dispatched more than 5 working days after an order is placed on the website then this must clearly be stated and brought to the attention of the customer prior to the customer placing an order.
Article 4. Compliance with Laws
The Customer’s website and any sales of JWP Limited Goods must at all times be conducted in accordance with and in compliance with any and all applicable laws and regulations of any relevant jurisdiction including the Consumer Protection (Distance Selling) Regulations 2000. JWP Limited reserves the right to terminate all business and Contracts with the Customer if the Customer fails to comply with all applicable laws and regulations of the country in which the Customer operates.
Article 5. Product Stock
5.1 No more than 10% of the Customer’s online offering shall be made up of JWP Limited products without obtaining prior written consent from a JWP Limited director.
5.2 Under no circumstances may the Customer promote the sale, or show as being for sale, any JWP Limited products on the Customer’s website which the Customer does not hold in stock at the time of promotion and offering for sale, even if the Customer has placed an order for such products. Any items that are due to be out of stock for between two and ten working days must be marked as “out of stock”. Any items that are due to be out of stock for more than 10 working days must be removed from the Customer’s website as part of the Customer’s ongoing obligation to continually maintain its website. These obligations may only be changed on a case-by-case basis upon written consent of JWP Limited.
Article 6. Sales of JWP Limited Products
6.1 Customers may not sell JWP Limited Goods to another business. Such forward selling of JWP Limited Goods is forbidden and the Customer agrees that it will not forward sell any JWP Limited Goods.
6.2 The Customer shall not engage in any secondary wholesaling of JWP Limited Goods.
6.3 The Customer shall not sell JWP Limited Goods to any person or business which it reasonably suspects may be buying such goods for any kind of onward sale.
6.4 Where the Customer is a retailer based or operating in the European Union, the Customer must not supply, sell or commit to sell any JWP Limited Goods through its website to any person or business situated in a country or countries outside of the European Union. The Customer agrees and confirms that it will make it clear in its terms and conditions of sale and on its website that it is not able to supply or sell JWP Limited products to people or business situated in such countries.
6.5 If the Customer is a retailer based in or operating outside of the European Union, the Customer may only sell JWP Limited Goods in the Customer’s domestic market which will be where the Customer’s principle place of business is situated. The Customer shall not sell or commit to sell any JWP Limited Goods through the Customer’s website to any person or business situated in countries outside of the Customer’s domestic market. The Customer agrees and confirms that it will make it clear in its terms and conditions of sale and its website or similar that it is not able to sell JWP Limited Goods to people or businesses situated in such countries.
6.6 The Customer must not offer for sale or sell JWP Limited Goods through eBay or Amazon or Alibaba or Trouva or any third party platforms or third party marketplaces which JWP Limited considers, at its absolute discretion, may be detrimental to the JWP Limited brand, image or any other commercial operation without obtaining prior written consent from a JWP Limited Director.
6.7 Where JWP Limited Goods are sold to the Customer as a ‘set’ the set must not be split and sold individually on the Customer’s website.
Article 7. Links, Affiliations, Collaborations, Advertising and Email Marketing
7.1 On request from JWP Limited, the Customer will disclose in writing all affiliates through which the Customer lists JWP Limited products for sale and, where instructed by JWP Limited, will cease the sale of JWP Limited products through any affiliate disallowed by JWP Limited.
7.2 Subject to clause 7.3 the Customer must not:
a) sell JWP Limited Goods through affiliates which offer automatic pricing based on competition without obtaining prior written permission from a JWP Limited Director;
b) use or include terminology or phraseology such as “free”, “cheap”, “discount” or any such similar words or terms on the Customer’s website, in product information or in metadata, without JWP Limited’s prior written consent;
c) use or include any terminology or phraseology that suggests the Customer has a preferential position with JWP Limited over any other retailer(s) of JWP Limited goods, for example, “home of”, “official”, “exclusive”, “largest range of” or any such similar words or terms on the Customer’s website, in product information or in metadata, without JWP Limited’s prior written consent;
d) create, maintain or be involved with promotional sites, social networking or loyalty clubs specific to JWP Limited or any JWP Limited brands, collections or products; or
e) add or publish content regarding collaborations between JWP Limited and other brands, lifestyle websites and magazines unless specifically authorised in writing in advance from a JWP Limited Director having supplied JWP Limited with details of such campaign as it reasonably requires.
7.3 Clauses 7.2(a) and (b) do not affect the Customer’s right to set its retail prices entirely at its own discretion.
7.4 Advertisements created by the Customer, or on behalf of the Customer, must not appear to be from JWP Limited or to replicate advertisements or promotions created by JWP Limited. The Customer is prohibited from sending unsolicited email marketing bearing JWP Limited brands, logos, products or similar.
Article 8. Inspections and Audits
8.1 The Customer must provide JWP Limited with a complete list of all of the Customer’s trading web addresses by emailing this to firstname.lastname@example.org and the Customer agrees to keep JWP Limited informed and at least once in every 6 months period updated of changes and additions to these thereafter.
8.2 From time to time JWP Limited will request a list of any affiliate websites through which the Customer sells JWP Limited Goods and the countries in which the Customer trades and the Customer will be required to provide JWP Limited with such information.
8.3 The Customer must be open to and fully co-operate with one annual unannounced brand and operations audit to ensure compliance with the Terms & Conditions.