Terms and Conditions
Buyer the person who buys or agrees to buy the goods from the Company.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions must be agreed in writing by the Company.
Goods the articles which the Buyer agrees to buy from the Company.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Company means JLM Hygiene (Europe) Ltd of Lower Barn Buildings, Haselor, Warwickshire, B49 6LX England. Company registration number 6036605
a. These Conditions shall form the basis of the contract between the Company and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
b. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Company pursuant to these Conditions.
c. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
d. These Conditions may not be varied except by the written agreement of the Company.
e. These Conditions represent the whole of the agreement between the Company and the Buyer. They supersede any other conditions previously issued.
a. The Buyer acknowledges that the Company shall make a search with a credit reference agency and keep a record of that search on computer or in manual records and may share that information with other businesses. The Company may also make enquiries about the principal directors with a credit referencing agency.
b. If any part of these terms and conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of these terms and conditions.
c. The Company shall not have any liability under, or be deemed to be in breach of this contract, for any delays or failures in performance of this Agreement, which result from circumstances beyond its reasonable control. The Company shall promptly notify the Buyer in writing or if not reasonably possible, by telephone or other communication when such circumstances cause a delay, or failure in performance, and when they cease to do so. Such circumstances could include an Act of God, war, terrorist activity, civil strife, riot, industrial dispute, natural or industrial disaster, fire, adverse weather or road conditions, or any part thereof.
a. The price is exclusive of VAT, which shall be due at the rate in force on the date of the Company’s invoice.
b. The Company reserves the right to review any part of its pricing, should market forces necessitate a price adjustment, and will give a minimum of a one month’s notice period of any price adjustment to products and or services.
c. The Buyer shall pay the price for the Goods, as stated on the invoice, and not as stated on any quotation, estimate or documentation, or orally stated.
Payment and Interest
d. Payment of the Price and VAT shall be due within  days of the date of the Company’s invoice.
e. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [2.5%] per annum above the Barclays Bank plc base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
f. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Company.
a. The quantity and description of the Goods shall be as set out in the Company’s confirmation of order. All goods are sold by outer boxes unless otherwise agreed.
a. The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company in the confirmation of order, all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
7. Delivery of the Goods
a. Delivery of the Goods shall be made to the Buyer’s advised delivery address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.
b. The Company undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
c. The Company shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
d. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
a. The Buyer shall be deemed to have accepted the Goods [48 hours] after delivery to the Buyer.
b. The Buyer shall carry out a thorough inspection of the Goods within [48 hours] of delivery and shall give written notification to the Company within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
c. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
a. Risk shall pass on delivery of the Goods to the Buyer’s address.
b. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
c. Until title passes the Buyer shall hold the Goods as Bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
d. The Company may at any time before title passes and without any liability to the Buyer:
i. repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
ii. For that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
e. The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10. Carriage of Goods
a. Carriage will be chargeable on all sales under £250.00 unless otherwise agreed. This will be at the rate of £10.00 per delivery
11. Exchange rates
a. Should Goods be invoiced in a currency other than pounds sterling (£) then this will be subject to the exchange rate agreed by the Parties at time of quotation. However the Company reserves the right to review the quoted Exchange rate should this change.
a. The terms of the Contract may only be varied by written agreement between the Parties.
13. Law and Jurisdiction
a. English Law shall govern the Contract, and the Parties agree to submit to the exclusive jurisdiction of the English Courts.
14. Third Parties
a. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of these Conditions, it is not intended to, and does not; give any person who is not a party to, the Conditions, any right to enforce any of its provisions.