STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES
1. Application of Terms and Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and
Services in accordance with the quotation provided which shall be subject to
these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions
subject to which any such quotation is accepted or purported to be accepted,
or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the
following expressions have the following meanings:
“Business Day”: means any day other than a Saturday, Sunday or federal holiday;
“Commencement Date”: means the commencement date for the Contract defined as the confirmation of order received;
“Confidential Information”: means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or
in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract”: means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price”: means the price stated in the Contract payable for the Goods;
“Customer”: means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the
Services, or whose order for the Goods and Services is accepted by the Supplier;
“Delivery Date”: means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
“Goods”: means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Month”: means a calendar month;
“Services”: means the Services to be provided to the Customer as set out in the the customer’s proposal(s); and
“Supplier”: means Jack Roe USA Inc registered in TN with Federal ID 20-0389768.
2.2 Unless the context otherwise requires, each reference in these Terms and
2.2.1 “writing”, and any cognate expression, includes a reference to any
communication effected by electronic or facsimile transmission or
2.2.2 a statute or a provision of a statute is a reference to that statute or
provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and
Conditions and any Schedules as amended or supplemented at the
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and
Conditions (other than the Schedules) or a paragraph of the relevant
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and
2.3 The headings used in these Terms and Conditions are for convenience only
and shall have no effect upon the interpretation of these Terms and
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any
representations concerning the Goods or Services unless confirmed by the
Supplier in writing. In entering into the Contract the Customer acknowledges
that it does not rely on, and waives any claim for breach of, any such
representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in
writing between the authorised representatives of the Customer and the
3.3 Sales literature, price lists and other documents issued by the Supplier in
relation to the Goods and Services are subject to alteration without notice and
do not constitute offers to sell the Goods which are capable of acceptance.
No contract for the sale of the Goods and Services shall be binding on the
Supplier unless the Supplier has issued a quotation which is expressed to be
an offer to sell the Goods and Services or has accepted an order placed by
the Customer by whichever is the earlier of:
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Goods;
3.3.3 provision of the Services; or
3.3.4 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document
or information issued by the Supplier shall be subject to correction without any
liability on the part of the Supplier.
4. The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the
Supplier unless and until confirmed in writing by the Supplier’s authorised
4.2 The specification for the Goods shall be that set out in the Supplier’s sales
documentation unless varied expressly in the Customer’s order (if such
variation(s) is/are accepted by the Supplier). The Goods will only be supplied
in the minimum units thereof stated in the Supplier’s price list or in multiples of
those units. Orders received for quantities other than these will be adjusted
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures,
price lists or other documents issued by the Supplier are intended as a guide
only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other
statutory or regulatory requirements or, where the Goods are to be supplied to
the Customer’s specification, which do not materially affect their quality or
4.5 No order which has been accepted by the Supplier may be cancelled by the
Customer except with the agreement in writing of the Supplier on the terms
that the Customer shall indemnify the Supplier in full against all loss (including
loss of profit), costs (including the cost of all labour and materials used),
damages, charges and expenses incurred by the Supplier as a result of such
5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration
of the price being paid in accordance with Clauses 6 and 7 will provide the
Services expressly identified in the customer’s proposal.
5.2 The Supplier will use reasonable care and skill to perform the Services
identified in the customer’s proposal.
5.3 The Supplier shall use [all] OR [its] reasonable endeavours to complete its
obligations under the Contract, but time will not be of the essence in the
performance of such obligations.
6.1 The price of the Goods and Services shall be the price listed in the Supplier’s
proposal to the customer current at the date of acceptance of the Customer’s
order or such other price as may be agreed in writing by the Supplier and the
6.2 Where the Supplier has quoted a price for the Goods other than in accordance
with the Supplier’s published price list the price quoted shall be valid for 30
days days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any
time before delivery or provision, to increase the price of the Goods and/or
Services to reflect any increase in the cost to the Supplier which is due to any
factor beyond the control of the Supplier (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 delivery dates, quantities or specifications for the
Goods and services which are requested by the Customer, or any delay
caused by any instructions of the Customer or failure of the Customer to give
the Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any proposal or in any price list
of the Supplier, and unless otherwise agreed in writing between the Customer
and the Supplier, all prices are inclusive of the Supplier’s charges for
packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes
or levies of a similar nature which are imposed or charged by any competent
fiscal authority in respect of the Goods and Services, which the Customer
shall be additionally liable to pay to the Supplier.
7.1 Subject to any special terms agreed in writing between the Customer and the
Supplier, the Supplier shall invoice the Customer for the price of the Goods
and Services on or at any time after delivery of the Goods and/or the Provision
of the Services (as applicable), unless, in the case of Goods, the Goods are to
be collected by the Customer or the Customer wrongfully fails to take delivery
of the Goods, in which event the Supplier shall be entitled to invoice the
Customer for the price at any time after the Supplier has notified the Customer
that the Goods are ready for collection or (as the case may be) the Supplier
has tendered delivery of the Goods.
7.2 The Customer shall pay the price of the Goods (less any discount or credit
allowed by the Supplier, but without any other deduction, credit or set off)
within 30 Business Days of the date of the Supplier’s invoice or otherwise in
accordance with such credit terms as may have been agreed in writing
between the Customer and the Supplier in respect of the Contract. Payment
shall be made on the due date notwithstanding that delivery or provision may
not have taken place and/or that the property in the Goods has not passed to
the Customer. The time for the payment of the price shall be of the essence
of the Contract. Receipts for payment will be issued only upon request.
7.3 All payments shall be made to the Supplier as indicated on the form of
acceptance or invoice issued by the Supplier.
7.4 The Supplier is not obliged to accept orders from any customer or buyer who
has not supplied the Supplier with references satisfactory to the Supplier. If at
any time the Supplier is not satisfied as to the creditworthiness of the
Customer it may give notice in writing to the Customer that no further credit
will be allowed to the Customer in which event no further goods or services
will be delivered or provided to the Customer other than against cash payment
and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by
the Customer to the Supplier shall be immediately payable in cash.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to
the place specified in the proposal or, if no place of delivery is so specified, by
the Customer collecting the Goods at the Supplier’s premises at any time after
the Supplier has notified the Customer that the Goods are ready for collection.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the
essence unless previously agreed by the Supplier in writing. The Goods may
be delivered by the Supplier in advance of the Delivery Date upon giving
reasonable notice to the Customer.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences,
consents or authorisations required to enable the Goods to be delivered on
that date, the Supplier shall be entitled upon giving written notice to the
Customer to store or arrange for the storage of the Goods and then
notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass
to the Customer, delivery shall be deemed to have taken place and the
Customer shall pay to the Supplier all costs and expenses including storage
and insurance charges arising from such failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration
of the price being paid in accordance with these Terms and Conditions and
the customer’s proposal provide the Services expressly identified in the
9. Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them
on the Delivery Date (or Commencement Date, as appropriate) other than for
reasons outside the Supplier’s reasonable control or the Customer’s or its
9.1.1 if the Supplier delivers the Goods and/or provides the Services within
90 days thereafter the Supplier shall have no liability in respect of such
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
10.1.1 in the case of Goods to be delivered at the Supplier’s premises, the
time when the Supplier notifies the Customer that the Goods are
available for collection;
10.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s
premises, the time of delivery or, if the Customer wrongfully fails to
take delivery of the Goods, the time when the Supplier has tendered
delivery of the Goods; or
10.1.3 in the case of Goods being installed by the Supplier, the time that the
Supplier notifies the Customer that the installation is complete.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Terms and Conditions, legal and beneficial title to the
Goods shall not pass to the Customer until the Supplier has received in cash
or cleared funds payment in full of the price of the Goods.
10.3 [Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall
not pass to the Customer until the Supplier has received in cash or cleared
funds payment in full of the price of the Goods and any other goods supplied
by the Supplier and the Customer has repaid all moneys owed to the Supplier,
regardless of how such indebtedness arose.]
10.4 Until payment has been made to the Supplier in accordance with these
Conditions and title in the Goods has passed to the Customer, the Customer
shall be in possession of the Goods as bailee for the Supplier and the
Customer shall store the Goods separately and in an appropriate environment,
shall ensure that they are identifiable as being supplied by the Supplier and
shall insure the Goods against all reasonable risks.
10.5 The Customer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of
the Supplier, but if the Customer does so all money owing by the Customer to
the Supplier shall (without prejudice to any other right or remedy of the
Supplier) forthwith become due and payable.
10.6 The Supplier reserves the right to repossess any Goods in which the Supplier
retains title without notice. The Customer irrevocably authorises the Supplier
to enter the Customer’s premises during normal business hours for the
purpose of repossessing the Goods in which the Supplier retains title and
inspecting the Goods to ensure compliance with the storage and identification
requirements of sub-Clause 10.4.
10.7 The Customer’s right to possession of the Goods in which the Supplier
maintains legal and beneficial title shall terminate if:
10.7.1 the Customer commits or permits any material breach of his obligations
under these Terms and Conditions;
10.7.2 the Customer enters into a voluntary arrangement under Parts I or VIII
of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as
amended), or any other scheme or arrangement is made with his
10.7.3 the Customer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent
10.7.4 the Customer convenes any meeting of its creditors, enters into
voluntary or compulsory liquidation, has a receiver, manager,
administrator or administrative receiver appointed in respect of its
assets or undertaking or any part thereof, any documents are filed with
the court for the appointment of an administrator in respect of the
Customer, notice of intention to appoint an administrator is given by the
Customer or any of its directors or by a qualifying floating charge-
holder (as defined in paragraph 14 of Schedule B1 of the Insolvency
Act 1986), a resolution is passed or petition presented to any court for
the winding up of the Customer or for the granting of an administration
order in respect of the Customer, or any proceedings are commenced
relating to the insolvency or possible insolvency of the Customer.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or
company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it
without the prior written consent of the Supplier.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either
the Customer lawfully refuses delivery of the defective Goods or, if they are
signed for on delivery as “condition and contents unknown” the Customer
gives written notice of such defect to the Supplier within 30 Business Days of
such delivery, the Supplier shall at its option:
12.1.1 replace the defective Goods within 60 Business Days of receiving the
Customer’s notice; or
12.1.2 refund to the Customer the price for those Goods (or parts thereof, as
appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect
thereof and the Customer may not reject the Goods if delivery is not refused or
notice given by the Customer as set out above.
12.2 No Goods may be returned to the Supplier without the prior agreement in
writing of the Supplier. Subject thereto any Goods returned which the Supplier
is satisfied were supplied subject to defects of quality or condition which would
not be apparent on inspection shall either be replaced free of charge or, at the
Supplier’s sole discretion the Supplier shall refund or credit to the Customer
the price of such defective Goods but the Supplier shall have no further liability
to the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair
wear and tear, or any wilful damage, negligence, subjection to normal
conditions, failure to follow the Supplier’s instructions (whether given orally or
in writing), misuse or alteration of the Goods without the Supplier’s prior
approval, or any other act or omission on the part of the Customer, its
employees or agents or any third party.
12.4 Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2,
returned by the Customer and accepted by the Supplier may be credited to the
Customer at the Supplier’s sole discretion and without any obligation on the
part of the Supplier.
12.5 Subject as expressly provided in these Terms and Conditions, and except
where the Goods are sold under a consumer sale, all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
12.6 The Customer shall be responsible for ensuring that, except to the extent that
instructions as to the use or sale of the Goods are contained in the packaging
or labelling of the Goods, any use or sale of the Goods by the Customer is in
compliance with all applicable statutory requirements and that handling and
sale of the Goods by the Customer is carried out in accordance with directions
given by the Supplier or any competent governmental or regulatory authority
and the Customer will indemnify the Supplier against any liability loss or
damage which the Supplier might suffer as a result of the Customer’s failure to
comply with this condition.
13. Customer’s Default
13.1 If the Customer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Supplier, the Supplier
shall be entitled to:
13.1.1 cancel the order or suspend any further deliveries or provision of
Goods and Services to the Customer;
13.1.2 appropriate any payment made by the Customer to such of the Goods
and/or Services (or the goods and/or services supplied under any other
contract between the Customer and the Supplier) as the Supplier may
think fit (notwithstanding any purported appropriation by the Customer);
13.1.3 charge the Customer interest (both before and after any judgement) on
the amount unpaid, at the rate of 5% from time to time, until payment in
full is made (a part of a month being treated as a full month for the
purpose of calculating interest).
13.2 This condition applies if:
13.2.1 the Customer fails to perform or observe any of its obligations
hereunder or is otherwise in breach of the Contract;
13.2.2 the Customer becomes subject to an administration order or enters into
a voluntary arrangement under Parts I or VIII of the Insolvency Act
1986 or the Insolvent Partnerships Order 1994 (as amended) or (being
an individual or firm) becomes bankrupt or (being a company) goes into
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any
of the property or assets of the Customer;
13.2.4 the Customer ceases, or threatens to cease, to carry on business; or
13.2.5 the Supplier reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies the
13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy
available to the Supplier, the Supplier shall be entitled to cancel the Contract
or suspend any further deliveries under the Contract without any liability to the
Customer, and if the Goods have been delivered but not paid for the price
shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
14.1 The Supplier will not by reason of any representation, implied warranty,
condition or other term, or any duty at common law or under express terms of
the Contract (or these Terms and Conditions), be liable for any loss of profit or
any indirect, special or consequential loss, damage, costs, expenses or other
claims (whether caused by the Supplier’s servants or agents or otherwise)
which arise out of or in connection with the supply of the Goods and Services.
14.2 All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979)
are, to the fullest extent permitted by law, excluded from the Contract.
14.3 The Customer shall indemnify the Supplier against all damages, costs, claims
and expenses suffered by the supplier, arising from loss or damage to any
equipment (including that of third parties) caused by the Customer, its agents
14.4 Where the Customer consists of two or more persons such expression
throughout shall mean and include such two or more persons and each or any
of them. All obligations on the part of such a Customer shall be joint and
several obligations of such persons.
14.5 The Supplier shall not be liable to the Customer or be deemed to be in breach
of these terms and conditions by reason of any delay in performing, or any
failure to perform, any of the Supplier’s obligations if the delay or failure was
due to any cause beyond the Supplier’s reasonable control.
14.6 Nothing in these Terms and Conditions excludes or limits the liability of the
14.6.1 for death or personal injury caused by the Supplier’s negligence;
14.6.2 for any matter which it would be illegal for the Supplier to exclude or
attempt to exclude its liability; or
14.6.3 for fraud or fraudulent misrepresentation.
14.7 Subject to the remaining provisions of this Clause 14:
14.7.1 the Supplier’s total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract Price; and
14.7.2 the Supplier shall not be liable to the Customer for any pure economic
loss, loss of profit, loss of business, depletion of goodwill or otherwise,
in each case whether direct, indirect or consequential, or any claims for
consequential compensation whatsoever (howsoever caused) which
arise out of or in connection with the Contract.
15.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as
authorised in writing by the other Party, it shall, at all times during the
continuance of the Contract and after its termination:
15.1.1 keep confidential all Confidential Information;
15.1.2 not disclose any Confidential Information to any other person;
15.1.3 not use any Confidential Information for any purpose other than as
contemplated by and subject to these Terms and Conditions and the
15.1.4 not make any copies of, record in any way or part with possession of
any Confidential Information; and
15.1.5 ensure that none of its directors, officers, employees, agents or
advisers does any act which, if done by that Party, would be a breach
of the provisions of sub-clauses 15.1.1 to 15.1.4 above.
15.2 Either Party may:
15.2.1 disclose any Confidential Information to:
184.108.40.206 any sub-contractor or supplier of that Party;
220.127.116.11 any governmental or other authority or regulatory body; or
18.104.22.168 any employee or officer of that Party or of any of the
aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by
these Terms and Conditions and the Contract, or as required by law,
and in each case subject to that Party first informing the person, party
or body in question that the Confidential Information is confidential and
(except where the disclosure is to any such body as is mentioned in
sub-Clause 22.214.171.124 above or any employee or officer of any such
body) obtaining and submitting to the other Party a written undertaking
from the person in question, as nearly as practicable in the terms of
this Clause 15, to keep the Confidential Information confidential and to
use it only for the purposes for which the disclosure is made; and
15.2.2 use any Confidential Information for any purpose, or disclose it to any
other person, to the extent only that it is at the date of the Contract, or
at any time after that date becomes, public knowledge through no fault
of that Party, provided that in doing so that Party does not disclose any
part of that Confidential Information which is not public knowledge.
15.3 The provisions of this Clause 15 shall continue in force in accordance with
their terms, notwithstanding the termination of the Contract for any reason.
16.1 All notices under these Terms and Conditions and under the Contract shall be
in writing and be deemed duly given if signed by, or on behalf of, a duly
authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
16.2.1 when delivered, if delivered by courier or other messenger (including
registered mail) during the normal business hours of the recipient; or
16.2.2 when sent, if transmitted by facsimile or e-mail and a successful
transmission report or return receipt is generated; or
16.2.3 on the fifth business day following mailing, if mailed by national
ordinary mail, postage prepaid; or
16.2.4 on the tenth business day following mailing, if mailed by airmail,
16.3 All notices under this Agreement shall be addressed to the most recent
address, e-mail address, or facsimile number notified to the other Party.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations
where such failure or delay results from any cause that is beyond the reasonable
control of that Party. Such causes include, but are not limited to: power failure,
Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any other event
that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any
provision in these Terms and Conditions or under the Contract shall constitute a
waiver of the right to subsequently enforce that provision or any other provision.
Such failure shall not be deemed to be a waiver of any preceding or subsequent
breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms
and Conditions or the Contract are found to be unlawful, invalid or otherwise
unenforceable, that / those provisions shall be deemed severed from the remainder of
these Terms and Conditions (and, by extension, the Contract). The remainder of
these and the Contract shall be valid and enforceable.
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract
pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Law and Jurisdiction
21.1 These Terms and Conditions and the Contract (including any non-contractual
matters and obligations arising therefrom or associated therewith) shall be
governed by, and construed in accordance with, the laws of Tennessee.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to
these Terms and Conditions or to the Contract (including any non-contractual
matters and obligations arising therefrom or associated therewith) shall fall
within the jurisdiction of the courts of Tennessee.