Terms & Conditions
Frederick Jones (Belfast) Ltd: Conditions of Sale
1. The Company accepts orders subject to these Conditions of Sale to the exclusion of any Conditions of the Buyer, unless otherwise specifically agreed in writing by the Company. In addition, every such order shall be subject to the Conditions of Sale and to such further terms and conditions as may be found on the Company’s website, the company’s current pricelist and/or invoices covering the products ordered. Such terms and Conditions shall prevail in the event of any inconsistency with the terms hereof. Copies of such price lists and invoices will be supplied on request.
2. All warranties and conditions express, implied, statutory, or otherwise as to Quality or fitness of any of the Company’s products for any particular purpose are hereby excluded.
3. Although great care is taken in the choice of materials used in the manufacture of the Company's products, the suitability of any such products for use in connection with any particular commodity must be at the Buyer's risk and the Buyer shall satisfy himself that any article which he intends to use with the Company's products will not be adversely affected by any material used by the Company in the manufacture of any such products.
4. In the event of goods shown to be faulty within 21 days from receipt of same by the customer (time to be of the essence), the Company shall replace those goods which are so shown to its satisfaction to be faulty or at the sole option of the Company to repay the amount received against the invoice in respect of such goods or issue a credit note in respect of those amounts so received provided always that in no circumstances shall the Company be liable for loss or damage (including indirect and consequential loss or damage) howsoever arising.
5. Any period or times stated for dispatch or delivery or for compliance with any other contractual obligations of the Company are estimates only and in any event the Company accepts no responsibility for loss or damage resulting from delay or failure to notify the Buyer of any such delay.
6. The Company shall be under no liability whatsoever for any loss whether direct or indirect resulting from delay in dispatch delivery or nonperformance of any contractual obligation due to any cause beyond its control. The Company shall be entitled by notice to the Buyer to cancel the Contract should the Company be hindered or prevented by any cause beyond its control from performing the same. Causes beyond the Company's control shall include, but shall not in any way be limited to war, strikes. lock-outs, fire, flood, explosion, government restrictions or controls, shortage or non-delivery of raw materials, or breakdown or loss of plant or machinery.
7. No claim of any kind will be allowed by the Company when the goods supplied have been processed.
8. The Company shall be entitled to make part deliveries of any quantity of goods ordered by the Buyer and to deliver invoices for payment in the usual way in respect of all deliveries so made, and the Buyer shall be bound to accept and pay for such part deliveries as though made under separate contracts. Where delivery is by instalments, whether specifically provided for under a contract or not, each instalment shall be deemed to be the subject of a separate contract and any default by the company in respect on any instalment shall not affect the balance of the contract or entitle the Buyer to cancel the contract.
9. (i) Quantities and sizes are subject to such tolerances as are customary in respect of the goods concerned.
(ii) Deviations and quantity of goods delivered (representing not more than 10 per cent in quantity) from that stated In the contract shall not give the Buyer any right to reject the goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the goods delivered.
10. Where the Company is requested to supply (packaging) with a machine-readable symbol printed thereon in accordance with the Operating Manual for article numbering approved for the time being by the Article Numbering Association (A.N.A.), the Company's obligation is to print the agreed symbol according to the procedure set out in that manual.
Providing A.N.A. procedures are strictly complied with the Company shall have no liability, including any liability for loss consequent therefrom, to the Buyer or to any third party if the symbol proves not to be machine readable.
11. All goods are sent carriage paid within the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland unless otherwise specified, but if the Company is instructed by the Buyer to send the goods by passenger train, parcel post, air freight or other special transport, the Buyer shall be liable to pay the difference in cost between such modes of delivery and the Company's usual mode of delivery. In addition, where goods are ordered for export to an area outside the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland. all freight and insurance costs and all other costs, fees, dues and charge incidental to transit shall be borne by the Buyer. Should the Buyer specify that it wishes to arrange its own insurance, the Company shall endeavor to give the Buyer such notice as will enable the Buyer so to do, but the Company will in no event be liable to the Buyer for any failure to give such notice nor will the goods be deemed to be at the risk of the Company during transit by reason of any such failure.
12. (i) No responsibility will be accepted by the Company in respect of non-delivery of goods within the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland unless the Buyer notifies the Company and the relevant carrier or carriers within twenty-one days from the date of invoice. If consignments are delivered damaged or with part contents missing, they must be signed for accordingly and notification sent in writing to the Company and the relevant carrier or carriers within three days of receipt of the consignment by the Buyer, his servants or agents. All other claims relating to missing goods or to defects which ought to be revealed by a reasonably diligent examination shall be notified to the Company in writing within seven days of the receipt of any consignment by the Buyer, his servants or agents.
(ii) Claims for loss of or damage to goods exported to an area outside the United Kingdom of Great Britain and Northern Ireland and in the Republic of Ireland must be submitted in accordance with the terms of the relevant insurance policies.
13. The prices or charges specified in the Company's price lists or in a contract are related to the Company's costs of manufacturing, obtaining and paying for goods and materials. If there is an increase either in such costs, including increases attributable to alterations in tax, duty or in the exchange rates of any currency, or in the Company's list prices the Company shall be entitled to increase the prices or charges in respect of any goods dispatched subsequent to that increase without notice to the Buyer.
14. (i) Unless otherwise specified, all prices and charges for goods supplied within the European Economic Community must be paid within 30 days following the date of the relevant invoice without any deferment or set-off on account of disputes or crossclaims.
(II) The Company may require that all or part of the purchase price or other charges shall be paid in advance or on account, and sums so demanded 'shall be immediately payable by the buyer, any balance remaining payable as otherwise provided hereunder or as separately provided.
(iii) Should the Buyer default in payment on the due date of any sum the Company shall without prejudice to any other right be entitled to interest at the rate of two per cent par annum above the base lending rate of the Ulster Bank Limited.
15. The Company shall without prejudice to any other right be entitled without
incurring any liability to the Buyer to withhold any deliveries of or to refuse supply or to send any goods to the Buyer, or to any other person or place, where the Buyer either fails to pay accounts in accordance either with Condition 13(i) hereof or as separately agreed or becomes bankrupt or commits an act of bankruptcy or if any petition in bankruptcy shall be presented against him or has a receiver appointed for all or any part of the Buyer's assets or business or, if the Buyer is a limited company any resolution or petition to wind up such company's business (other than for the purposes of any amalgamation or reconstruction which becomes effective) shall be passed or presented or makes or offers to make any composition with creditors.
16. (i) Delivery shall take place when the goods leave the premises of the Company or as otherwise specified in the contract.
(ii)a. Goods supplied by the Company shall be at the Customer's risk immediately on delivery to the Customer or into custody on the Customer's behalf and the Customer should therefore be insured accordingly.
b. Property in goods supplied hereunder will pass to the customer when: (a) the goods the subject of this contract; and (b) all other goods the subject of any other contract between the Company and the Customer which, at the time of payment of the full price of the goods sold under this contract, have been delivered to the customer but not paid for in full, have been paid for in full together with Value Added Tax thereon.
c. Until full payment has been received by the Company, the Customer shall hold the goods in a fiduciary capacity for the Company in a manner which enables them to be identified as the goods of the Company and the Customer shall immediately return the goods to the Company should its authorized representative so request. All the normal incidents associated with a fiduciary relationship shall apply.
d. The Customer's right to possession of the goods shall cease if he does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any assets or would entitle any person to present a petition for winding-up.
e. The Customer grants the Company an irrevocable license to enter at any time any vehicles or premises owned or occupied by the Customer or in its possession for the purpose of repossessing and removing any such goods the property in which has remained in the Company under paragraph 2 hereof. The Company shall not be responsible for and the Customer will indemnify the Company against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not reasonably practicable to avoid.
f. The Customer must ensure that if the goods are or become affixed to any land or building, they shall be capable of being removed without material injury to such land or building and to take all necessary steps to prevent title to the goods from passing to the landlord of such land or building. The Customer warrants to repair and make good any damage caused by the affixation of the goods to or their removal from any land or building and to indemnify the Company against all loss damage or liability it may incur or sustain as a result of such affixation or removal.
g. Notwithstanding paragraph 3 hereof, the Customer shall be permitted to sell the goods to third parties in the normal course of business. In this respect the Customer shall act in the capacity of a Commission Agent and the proceeds of any such sale shall be held in trust for the company in a manner which enables proceeds to be identified as such. The Company as Principal shall remunerate the Customer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the sum, stipulated under the original contract of supply, which will satisfy the Principal.
h. If the goods the property of the Company are admixed with goods the property of any person other than the Customer, the product thereof shall be deemed to be owned in common with that other person.
i. The Customer is licensed by the Company to process the said goods but in so doing confirms a bailment for processing relationship with the Company. The new product or products or any chattel created shall be separately stored and marked so as to be identifiable as the property of the Company as bailor.
j. If any of the material supplied is incorporated in or used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Company until such payment has been made. Any sale of such goods shall take place upon commission agency terms. The Company as Principal shall remunerate the Customer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the price which will satisfy the Principal.
k. The Customer shall not pledge nor in any way charge by way of security for any indebtedness any of the goods: without prejudice to the other rights of the Company if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
17. Unless otherwise provided all sums shall be payable in sterling at the Company's principal piece of business in the United Kingdom. Should payments in a different currency be provided, in the event of a devaluation of such currency relative to sterling after the date of the contract, any prices or charges may be increased in proportion with the alteration in the parity rate between such currency and sterling. Without prejudice to condition 12 above, and unless otherwise provided, all customs or other duties or taxes whatsoever which may be levied on the goods in any territory shall be borne by the Buyer, although the Company may pass to the Buyer the benefit of any arrangements made with the authorities for the release of goods under bond, in which event the Buyer shaIl indemnify the Company in respect of all costs and expenses thereof and all other payments including any penalties, fines or forfeitures incurred in connection therewith.
18. Cases, cartons and pellets charged as a separate item on the invoice and which are not the subject of purchase by the Buyer shall be returnable and credited to the Buyer's account at the invoice value if they are returned to the Company carriage paid in good condition within three months of the date of invoice.
19. The Buyer shall indemnify the Company against all fines, claims, costs, or expenses whatsoever arising directly or indirectly from the production and/or supply by the Company of any article in a manner or incorporating wording, design or device specified by the Buyer.
20. The cancellation by the Buyer of any order for any reason whatsoever will not be accepted by the Company except at its sole discretion.
21. The contract shall be governed by the law of Northern Ireland. The Uniform Laws on International Sales are herby excluded. No action or proceedings of any nature shall be initiated against the Company except in the Courts of Northern Ireland.
22. The Company reserves the right to cancel the contract between us if:-
a. the Company has insufficient stock to deliver the products you have ordered;
b. the Company does not deliver to the Customer’s area; or
c. one or more of the Company’s products ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by the Company from its suppliers.
If we cancel your contract, we will notify you by email and will credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
23. If any part of these terms and conditions is unenforceable (including any provision in which the Company excludes its liability to the Customer), the enforceability of any other part of these conditions will not be affected.
24. The Customer acknowledges and agrees to be bound by the terms of any privacy policy of the Company.
25. Except for the Company’s affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
26. These terms and conditions, together with the Company’s current website prices, delivery details, contact details and privacy policy, set out the whole of the Company’s agreement relating to the supply of products to the Customer by the Company. Nothing said by any salesperson on the Company’s behalf should be understood as a variation of these terms and conditions or as an authorized representation about the nature or quality of any products offered for sale by the Company. Save for fraud or fraudulent misrepresentation, the Company shall have no liability for any such representation being untrue or misleading.