J Bishop & Company

J. BISHOP & COMPANY

TERMS & CONDITIONS OF SALE

DEFINITIONS

1.1

“Customer” means the customer placing an order for goods with the company.

1.2

“Company” means J. Bishop & Co and its subeidiary companies, affiliates and / or trading divisions.

1.3

“Goods” means all goods which are subject to the customer’s orders which are to be supplied to the customer by the company under these terms.

ORDERS

2.1

All orders are subject to confirmation by the company and there shall be no binding agreement between the customer and the company until the customer’s orders has been accepted in writing by the company or the goods dispatched, whichever is earlier. Orders may not be cancelled by the customer following such confirmation or dispatch. The Company reserves the right to refuse any order, including subsequent to the sending of an order acknowledgement email.

2.2

All orders placed must comply with the company’s prevailing ordering procedures.

2.3

All orders are accepted subject to availability of Goods.

2.4

All orders are subject to the minimum quality requirements notified to the Customer from time to time by the Company.

PRICES

3.1

Unless otherwise agreed in writing Goods shall be sold and invoiced at the Company’s current prices at the date of order. Catalogues, price lists and other material are provided for illustrative purposes only.

3.2

Prices include standard delivery costs in the UK but the Company reserves the right to make an additional charge for special deliveries which shall be notified to the Customer prior to despatch.

3.3

Prices are exclusive of VAT and other taxes (if any) and such costs shall be payable by and invoiced to the Customer.

3.4

The Company reserves the right to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of order and delivery.

PAYMENT

4.1

All invoices are payable within 28 days of the date of the invoice or delivery, whichever is the earlier.

4.2

Time is of the essence with regard to payment of any sums due to the company.

4.3

The customer shall not be entitled to withhold payment of any amount due to the Company in respect of any claim for damage to Goods or any alleged breach of contract by the Company, nor shall the customer be entitled to any right set-off.

4.4

If the Customer makes payment without identifying the Goods in respect of which it is made, the Company may apply such payment against any sums owed to it.

4.5

Without prejudice to the Company’s other rights if the Customer fails to pay any amount on the due date:

4.5.1

the Company shall have the right to cancel any contract made with the Customer and/or to suspend deliveries:

4.5.2

the Company reserves the right to charge interest on a daily basis on overdue amounts at the rate of 2% per month from the due date until payment to accrue on a day today basis:

4.5.3

the Customer shall indemnify the company and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts:

4.5.4

the whole of the balance then outstanding to the Company by the Customer on any account whatsoever shall become immediately due and payable.

4.6

The Company reserves the right to require the Customer to pay for Goods in advance if the Customer fails to maintain credit account arrangements satisfactory to the Company.

DELIVERY

5.1

Delivery shall take place when the goods are unloaded at the customer’s premises or if different, the place specified in the Customer’s order. The Customer shall co-operate with the Company and/or its agent to facilitate unloading.

5.2

Dates and times quoted by the company for delivery are deliveries are estimates only ant the company shall have no liability for any delay in meeting delivery dates.

5.3

The company will endeavour to deliver the quantity of goods ordered by customer. The customer may not reject the goods or part because of short delivery.

5.4

The company may invoice the customer for its reasonable additional costs (including storage) arising from any variation or delay in delivery occasioned by the customer’s instructions or default. Clause 4 shall apply to such costs.

5.5

The company may deliver goods by instalments and in such case each instalment shall constitute a separate order, any failure to defect in deliver of any one or more instalments shall not entitle the customer to repudiate the order as a whole nor to cancel any subsequent instalment.

5.6

Pallets from the Company shall be kept in good condition and returned to the Company or its agents on demand.

EXAMINATION & CLAIMS

The customer as soon as reasonably practicable following delivery examine the goods and shall notify the Company’s customer service department forthwith and in any event within the following time periods of any potential claim.

6.1	In respect of damaged goods or goods not conforming to the customer’s order, within three days of delivery.

6.2	In respect of a shortage in delivery within ten days of delivery.

SAMPLE AND DESCRIPTION

The goods will meet their general description as shown on the delivery note but the company may change composition, packaging, manufacturing processes and other such matters from time to time. Description on the packaging of the goods the company supplies shall not constitute representations or terms between the parties and in particular any quantity shown on any packaging or invoice or delivery note shall be interpreted for the purpose of contracts between the parties as subject to the customary tolerance.

WARRANTY AND LIMITATION OF LIABILITY

8.1

To the fullest extent legally permissible, all conditions and warranties whether express or implied by statute, common law, trade usage or otherwise are excluded, save as set our expressly in these terms.

8.2

The company warrants that on delivery the goods are reasonably free from defects in materials and workmanship.

8.3

The company’s liability under these terms shall only arise if any claim is notified in accordance with clause 6.

8.4

Subject to clause 8.3 the company shall discharge in full any proven liability to the customer arising under the warranties set out in clause 7 or clause 8.2 or otherwise as a result of breach of the terms in full by replacing the goods as its discretion and the customer shall accept such replacement in satisfaction of any claims it may have in respect of the defects.

PROVIDED THAT if the goods are sold by the customer to a consumer (as defined in the consumer transaction (Restrictions on statements) order 1976) and as a result a claim arises against the customer, then the company may discharge its liability by indemnifying the customer against any court order made against it or any financial settlement in favour of the consumer arising such claim in so far as it can be attributed to a breach by the company. This indemnity shall be limited to a maximum of the prices of the goods in question for each claim and to be subject to the customer.

8.4.1

Co-operating with the company in dealing with the claim

8.4.2

Keeping the company informed of all matters relating to the claim.

8.4.3

conducting any proceeding or negotiations for settlement in accordance with the company’s instructions and:

8.4.4

allowing the company to assume the conduct of the claim should it choose to do so.

8.5

Subject to clause 8.7 below, where the customer suffers direct physical loss or damage which is shown to have arisen directly from a breach of these terms by the company , then the company’s liability for such loss or damage shall be limited to a maximum of the price of the goods in question.

8.6

subject to Clause 8.7 and Clauses 8.4 and 8.5, the company shall not be liable for any loss or damage whatsoever, whether direct or indirect (including but not limited to loss of profit and goodwill and any loss which at the time this contract was made was not a reasonably result of the breach of warranty or conditions whether or not is was a direct and natural result of that breach) and whether arising through negligence, misrepresentation, breach of any statutory duty, or of any condition, warranty or other item (express or implied) of any contract or otherwise

8.7

nothing in these Terms shall limit the company’s liability arising from Section 12 of the Sale of Goods Act 1979 or in respect of any claim foe death or personal injury caused by the negligence of the Company, under Part 1 of the Consumer Protection Act 1987, or any other liability to the extent that it cannot be limited or excluded at law.

8.8

The parties agree that the restrictions in this Clause are reasonable in the light of their relationship and the availability of insurance cover.

TITLE

9.1

The company shall retain full ownership of and title to all Goods delivered to the Customer or any part thereof unless the Customer has paid all sums owing to the company.

9.2

While any amount remains outstanding to the Company from the Customer.

9.2.1

The customer shall keep the goods as fiduciary bailee for the company and shall Store the goods separately from its other chattels and in a manner which clearly shows that they are owned by the company.

9.2.2

The Customer shall not pledge or in any way charge by way of security for any
indebtedness any of the goods which remain the property of the company:

9.2.3

the customer will deliver up or have delivered up to the company goods upon demand and the company may without limiting any other rights or remedies available to it at law in equity or by statue seize repossess and/or resell goods at its discretion and in the exercise of such rights the company may enter any premises in which it reasonably believes from time to time any goods located;

9.2.4

the customer may only sell transfer or otherwise dispose of the goods to its customers in the ordinary course of its business and in accordance with the provisions of these terms;

9.2.5

where the customer is paid by or on behalf of any customer or shall receive the proceeds of any insurance claim in respect of any goods it shall pay such proceeds to the company as soon as reasonably practicable to do so after receipt until the company is paid in full and shall hold the same as trustee for the company and keep a separate account of all such proceeds for such purpose;

9.2.6

the customer shall take all due care (or ensure that all due care is taken) of the goods and the customer shall bear the sole liability for insurance of the goods and shall indemnify the company for any loss whatsoever suffered or incurred by the company arising out of any failure to insure goods.

CUSTOMER’S RESPONSIBILITIES

10.1

the customer shall co-operate fully in any product hold or recall campaign organized by the company and assist the company in recovering affected goods and preventing their sale to third parties.

10.2

All information received by the customer from the company in respect of the company’s business shall be deemed to be confidential and the customer shall not use or disclose such information without the company’s express authorization unless it is publicity known (otherwise than by breach of this obligation)

TRADEMARKS, PATENTS AND COPYRIGHTS

11.1

The customer recognizes the company’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights in relation to goods.

11.2

The customer will take no action to violate, obligate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.

11.3

The customer will promptly notify the company if it becomes aware of any infringement of such intellectual; property rights by any third party and shall provide its reasonable assistance to the company in connection with any resultant proceedings.

FORCE MAJEURE

12.1

The company shall not be liable to the customer on any account whatsoever in the event that the company is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expression shall mean:

12.1.1

act of god, fire, flood. storm, power failure, reduction of power supplies, mechanical failure or lack or shortage of materials or stock or any other circumstance beyond the reasonable control of the company and;

12.1.2

whether or not within the company’s control, strikes, lock-outs or industrial disputes in relation to the company or any other party or any action taken by the company in connection therewith or in consequence or furtherance thereof.

12.2

in such event the company may at its opinion either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss and without liability for any loss and without prejudice to the company’s rights to reserve payment of the price of all goods previously delivered.

WAIVER

No waiver by the company of any breach of the customer’s obligations hereunder shall constitute a waiver of any other prior or subsequent breach or obligation and the company’s rights shall not be affected by any delay, failure, forbearance or omission in enforcing any obligation of the customer.

NON-ASSIGNMENT

The customer may not assign, transfer or sub-contract the benefit or burden of an order or any part without the prior written consent of the company. The company may assign, transfer or sub-contract the benefit or burden of any order or any part to any of its group as defined in section 5.3 of the company’s act 1989.

SERVERABILITY

15.1

If and to the extent that any provision or any part of these Terms is deemed to be illegal void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain in full force and effect.

15.2

In particular, should any limitation of the companies liability contained in these Terms be held illegal, void or unenforceable under any applicable statue or rule of law it shall to that extent only be deemed severed here from but, if the company thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Terms.

LAW

These terms shall be construed according to the laws of England and the company and the customer submit to the non-exclusive jurisdiction of the English courts in connection with any dispute or proceeding arising out of any contract incorporating these terms.

NOTICES

Unless otherwise agreed in writing, all notices required to be given by the customer to the company in respect of this contract shall not be effective unless in writing and sent to the company at its address stated. Notices may also be given by fax confirmed by first class post on the date of transmission.

HEADINGS

The headings to these terms are for convenience of reference only and shall have no effect on the construction of the terms.