|NOTE TO BUSINESS AND CONSUMER BUYERS: UNLESS THE GOODS ARE FAULTY OR DEFECTIVE, WITH NO EXCEPTION SHALL J&A PROVIDE A REFUND OR REPLACEMENT TO GOODS THAT HAVE BEEN PERSONALISED|
1.1 "J&A" shall mean J & A (International) Limited, a company incorporated in England and Wales with company number 01567572 and whose registered office is Insignia House, Vale Road, Spilsby, Lincolnshire, PE23 5HE and includes all its associated trading divisions including but not limited to ID Workwear, Name Badges International, Labels International, Colour Frog, Fast Pens and Stickers International. References to J&A shall include the relevant trading division.
"Business" means a business, trade or profession.
"Buyer" shall mean the person, firm or body corporate or entity contracting with J&A whether as agent or not and if contracting as agent then the agent shall be deemed to include the principal of such agent.
"Buyers Items" means any items belonging to the Buyer sent to J&A for the purposes of fulfilling the Contract.
"Contract" means the contract for the purchase and sale of the Goods (including any forward contract for an agreed quantity at an agreed price) on the terms of these conditions.
"Consumer" means a Customer purchasing the Goods other than for the purposes of a Business.
"Goods" shall mean all items (including but not limited to: Personalised Stock Items, Non-Personalised Stock Items, Personalised Non-Stock Items and Non-Personalised Non-Stock Items) sold by J&A pursuant to the Contract with the Buyer.
"Non-Stock Items" means any Goods that J&A has not in-stock and are not available on the Site and for which J&A have specifically ordered at the request of the Buyer.
"Site" means the relevant J&A website where the Order was placed.
"Stock Items" means any Goods that J&A has in stock and are available on the Site.
"Non-Personalised Non-Stock Items" means any Non-Stock Items are not Personalised Non-Stock Items.
"Non-Personalised Stock Items" means any Stock Items that are not Personalised Items.
"Order" means the Buyers' order of the Goods.
"Personalised Items" means any Personalised Stock Items or Personalised Non-Stock Items that have been customised by J&A which include but is not limited to any form or incorporation of transfers, personalised badges, pockets and stickers as specifically requested by the Buyer in the Order.
"Personalised Non-Stock Items" means any Non-Stock Items that are Personalised Items.
"Personalised Stock Items" means any Stock Items that are Personalised Items.
2 Basis of the Sale
2.1 J&A shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of J&A, which is accepted by the Buyer subject to these conditions, which shall govern the Contract to the exclusion of any other terms, and conditions that the Buyer seeks to impose or incorporate or which are implied by law.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and J&A.
2.3 The Buyer's placement of an Order signifies full acceptance of these conditions and of the clauses herein.
3 Price of Goods
3.1 The price of the Goods shall be the displayed price on the Site, quoted price or where no price is quoted (or a quoted price is no longer valid) the price stated in J&A's current price list at the time of acceptance of the Order unless expressly otherwise agreed in writing by J&A.
3.2 All Orders are subject to carriage charges at J&A's current rate unless agreed in writing to the contrary.
3.3 J&A reserves the right to alter its current price list at any time without prior notice.
3.4 All prices (including the cost of carriage) are subject to value added tax at the rate in force at the time of invoicing.
3.5 All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by J&A without giving notice to the Buyer.
3.6 J&A reserves the right to charge for all preliminary work undertaken including artworks, proofs, samples and embroidery patterns produced at the Buyer's request. Where no charge has been agreed then these will be at the value of work done and materials supplied.
4.1 Payment is required in advance of processing Orders. For credit accounts, invoices shall become due for payment 30 days from the date of invoice unless otherwise agreed in writing by J&A. J&A reserves the right to charge interest on any balances overdue at a rate of 5% above the base rate from time to time of Barclays Bank plc from the stated payment date until payment has been received in full. J&A may also seek to recover any legal fees, court fees, debt collection, bailiff or high court enforcement fees in the pursuit of overdue debts from the Buyer.
5.1 All Goods supplied by J&A to the Buyer whether direct or to a third party shall be subject to carriage charges unless otherwise agreed in writing by J&A.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. J&A shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event (as set out in clause 12.2), the Buyer's failure to provide J&A with adequate delivery instructions, any other instructions that are relevant to the supply of the Goods or for any other reason whatsoever and however so arising.
5.3 The Buyer acknowledges that J&A uses third party couriers and cannot be responsible for any delay or failure by them to deliver on the estimated delivery date.
5.4 Where Goods are sold DDP or DAP outside of the UK, such Goods to be supplied by J&A to the Buyer's delivery address in accordance with Incoterms 2010, and accordingly the Buyer shall in addition to the price, be liable for arranging and paying all costs of transportation, other formalities and charges from the time the Goods are made available at the named place of destination.
6 Ownership of the Goods
6.1 Risk in the Goods passes to the Buyer immediately upon delivery of the Goods to the Buyer or collection of the Goods by the Buyer or its agent.
6.2 Until J&A has received payment of all sums due from the Buyer to J&A on any account:-
6.2.1 title in the Goods shall remain with J&A and the Buyer shall hold them as J&A's bailee and fiduciary agent;
6.2.2 the Buyer shall keep the Goods properly housed and protected and in good and substantial repair and condition and shall store them separately and in such a way that they can be readily identified as J&A's property;
6.2.3 the Buyer shall ensure that the Goods are kept free from any charge or encumbrance;
6.2.4 the Buyer may sell the Goods in the ordinary course of business and on commercially reasonable terms on the basis that (notwithstanding that any period of credit permitted under the Contract may not have expired) the full proceeds of sale (or such monies as the Buyer shall receive) are the property of and held on trust for J&A and, if required by J&A in writing, shall be kept separate from the Buyer's own monies and from all other accounts.
6.3 Where the Goods have been sold by the Buyer it shall, at J&A's request and the Buyer's expense, assign to J&A all its rights against its customer.
6.4 J&A may at any time revoke the authority given to the Buyer under clause 6.2.4 above to sell the Goods, and the Buyer shall permit J&A to enter upon the premises where the Goods are located and remove the same.
6.5 Should the Buyer convert the Goods (or any of them) into a new product whether or not such conversion involves the mixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be effected by the Buyer solely as agent for J&A who shall have the full legal and beneficial ownership of the new products.
6.6 The Buyer shall store the new products separately and in such a way that they can be readily identified as being the property of J&A and shall immediately return them to J&A should its authorised representative so request.
6.7 J&A shall be legally and beneficially entitled to the proceeds of sale and the Buyer shall pay such proceeds into a separate account or otherwise shall ensure that all such proceeds are kept by or on behalf of the Buyer in a separate and identifiable form. In particular but without prejudice to the generality of the foregoing the Buyer shall not pay the proceeds into any bank account, which is overdrawn.
7 Insolvency of Buyer
7.1 This clause applies if:-
7.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
7.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
7.1.3 the Buyer ceases or threatens to cease to carry on business; or
7.1.4 J&A reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
7.2 If this clause applies then, without prejudice to any other right or remedy available to J&A, J&A shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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 and in addition J&A may immediately enter upon the premises where the Goods are located and remove the same.
8 Claims for Shortages and Non-Delivery
8.1 Claims in respect of short delivery must be presented in writing by the Buyer to J&A within seven days of receiving the Goods.
8.2 Claims in respect of non-delivery must be presented in writing to J&A within one calendar month of the despatch of the Goods.
8.3 All Orders for Personalisation Items to be incorporated into the Buyer's items will only be accepted on the basis that J&A accepts no liability whatsoever for either damage to the Buyer's Items while being stored on J&A premises or in transit to or from J&A's premises and therefore Orders of this nature are accepted at the Buyers own risk. The Buyer shall ensure that it has adequate insurance in place for any such losses.
8.4 J&A undertakes to take good care of the Buyers items sent to J&A by the Buyer for illustration, colour and image matching etc, but accepts no liability for their damage or loss either on J&A's premises or in transit.
9 Acceptance and defects
9.1 If the Buyer is a Consumer, the provisions of Clause 10 will apply, in the event of any discrepancy or inconsistency between this Clause 9 and Clause 10 the provisions of Clause 9 shall apply.
9.2 If the Buyer is not a Consumer they shall be deemed to have accepted the Goods upon the expiry of seven days from the date of delivery if the Buyer has not, within the said period of seven days, notified J&A of any defect or damage. After acceptance, the Buyer shall not be entitled to reject the Goods which are not in accordance with the Contract.
9.3 J&A shall at its options, either repair or replace the Goods which are damaged upon delivery or which suffers any material defect, to the extent that such defect or failure arises as the result of faulty design, materials or workmanship.
9.4 The obligations of J&A under Clause 9.3 are subject to the following conditions:
9.4.1 the Buyer must notify J&A in writing of the damage, defect or failure promptly upon the same being discovered and in any event with seven days;
9.4.2 the Buyer must return the defective Goods at J&A's reasonable expense within such time period as J&A shall specify; and
9.4.3 J&A shall, at its own expense, deliver the repaired or replacement Goods to the Buyer at the original delivery address.
9.5 Without limiting the provisions of this Clause 9, J&A shall have no liability for any damage, defect or failure affecting the Goods to the extent that:
9.5.1 the defect, damage or failure arises by reason of wear and tear, wilful damage, negligence, abnormal working conditions or could be expected in the normal course of use of the Goods;
9.5.2 the defect, damage or failure is caused by the failure of the Buyer, its employees, officers, workers, agents or representatives to comply with any instructions or recommendations issued from time to time by J&A in relation to the use and storage of the Goods; or
9.5.3 the Goods are used after the Buyer has notified J&A of the defect, damage or failure or ought reasonably to have done so.
9.6 If the Goods Ordered by the Buyer are Personalised Non-Stock Items or Personalised Stock Items the Buyer has no entitlement to seek a refund or replacement of the Personalised Non-Stock Items or Personalised Stock Items save for if the Personalised Non-Stock Items or Personalised Stock Items have suffered any material defect, to the extent that such defect or failure arises as the result of faulty design, materials or workmanship in which case the provisions of Clause 9.2-9.5 shall apply.
9.7 if the Buyer seeks to return a Non-Personalised Non-Stock Items, J&A, at its absolute discretion and only if the Buyer notifies J&A of their intention to return the Non-Personalised Non-Stock Items within seven days from the date of delivery may permit the Buyer to return the Non-Personalised Non-Stock Items to J&A at its own expense. J&A are entitled to deduct a re-stocking charge of either £15.00 or 15% of the list price of the Non-Personalised Non-Stock Items (whichever is of the highest amount) from any amount refunded to the Buyer for the price of the Non-Personalised Non-Stock Items.
10 Additional provisions applicable to sales to Consumers
10.1 The provisions of this Clause 10 apply only if the Buyer is a Consumer and in no other circumstances.
10.2 If the Goods are damaged upon delivery or which suffers any material defect, to the extent that such defect or failure arises as the result of faulty design, materials or workmanship then the Consumer has the following legal rights:
10.2.1 up to 30 days following the delivery date: the Consumer must notify J&A in writing of the damage, defect or failure promptly upon the same being discovered and in any event within 30 days from the date the Goods have been delivered. The Consumer must return the defective Goods at J&A's reasonable expense within such time period as J&A shall specify. J&A shall, at its own expense, deliver the repaired or replacement Goods to the Buyer at the original delivery address. If this is not achievable J&A will refund the price of the Goods and any delivery charges plus VAT within 30 days of receipt of the returned Goods by the Consumer;
10.2.2 up to six months following the delivery date: the Consumer must notify J&A in writing of the damage, defect or failure promptly upon the same being discovered and in any event within six months from the date the Goods have been delivered. J&A are entitled to seek to repair or replace the Goods at their discretion, if the Goods can't be repaired or replaced, then the Consumer is entitled to a full refund of the price of the Goods and any delivery charges plus VAT within 30 days of receipt of the returned Goods by the Consumer.
10.3 THE FOLLOWING DOES NOT APPLY TO PERSONALISED STOCK ITEMS OR PERSONALISED NON-STOCK ITEMS TO THE EXTENT THAT BUYERS HAVE NO RIGHT TO CANCEL THE CONTRACT IN THE EVENT THAT THEY HAVE CHANGED THEIR MIND. If the Non-Personalised Stock Items or Non- Personalised Non-Stock Items have been purchased on the Site or by telephone, the Consumer may cancel the Contract without giving reasons by giving J&A written notice of cancellation at any time before the expiry of 14 days from the date of delivery of the Non-Personalised Stock Item or Non- Personalised Non-Stock Items. If the Consumer exercises this right to cancel the Contract:
10.3.1 the Consumer must provide evidence of proof of purchase in the form of a valid invoice or delivery note number
10.3.2 the Consumer is to return the Non-Personalised Stock Items or Non-Personalised Non-Stock Items at the reasonable expense of J&A; and
10.3.3 J&A will, within 14 days of receipt of the Consumer's notice of cancellation, refund the price of the Non-Personalised Stock Items or Non- Personalised Non-Stock Items and any delivery charges plus VAT, but may be entitled to deduct a sum to reflect any reduction in the value of the Non-Personalised Stock Items or Non- Personalised Non-Stock Items caused by any handling of them by the Consumer.
11 Samples, Proofs and Estimates
11.1 The production of samples prior to an Order being placed does not constitute a sale by sample. Whilst every effort will be made by J&A to produce compliance with the sample, J&A will not be responsible for any differences between the sample and the Goods supplied due to circumstances beyond its reasonable control.
11.2 Whilst every effort will be made to give accurate estimates J&A retains the right to amend initial estimates and quotations for embroidery on finalisation of production - ready embroidery patterns.
11.3 The Buyer warrants that the Buyers Items provided by it are suitable in all respects to accept J&A's Goods on to them and that they are suitable for the fixing methods adopted by J&A and J&A accepts no liability for any loss or damage suffered by the Buyer as a result of the unsuitability of the Buyers Items . Upon the Buyers Items being adapted by J&A they will be considered as Personalised Items for the purposes of these terms and the provisions as set out at Clause 10.2 shall apply in relation to the Buyer not being entitled to cancel the Contract if they change their mind. In the event that following the Order being placed and for a period of 14 days thereafter (excluding if the Buyers Items have been adapted so they are considered Personalised Items by J&A at any time following the Order being placed), if the Buyer gives their intention to cancel the Order, the Buyer must bear J&A's delivery cost for returning the Buyers Items to the Buyer. J&A will within 14 days of receipt of the Consumer's notice of cancellation and upon payment of the delivery charges required by J&A in order to return the Buyers Items from the Consumer, J&A shall refund the price of the Order placed.
11.4 J&A will provide a proof to the Buyer for approval before commencing production. This proof will either be via email, displayed on the Site or in paper format. Once approved by the Buyer, the Order is irrevocable and the Buyer will be liable to J&A for the full costs of the Goods. By accepting and approving a proof, the Buyer is accepting that the proof is correct in all respects and that J&A may commence production in reliance upon that approval. Unless the Goods do not conform to the proof, the Buyer must accept the Goods and pay the full price of the Goods.
11.5 All sizes are specified to the Buyer on the Site or other promotional materials. Buyers should familiarise themselves with the units of millimetres, centimetres, metres, feet and inches. J&A will not be responsible for the Buyer misunderstanding the difference between such units and once the order is placed and/or production commences, the Buyer will be liable in full for such Order.
12.1 Except in respect of death or personal injury caused by J&A's negligence, J&A shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other item, or any duty at common law, or under the express terms of the Contract, for any direct, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of J&A, its employees or agents or otherwise) which rise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of J&A under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
12.2 J&A shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of J&A's obligations in relation to the Goods, if the delay or failure was due to any cause beyond J&A's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond J&A's reasonable control:-
i. Act of God,
v. fire or accident;
vi. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
vii. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
viii. import or export regulations or embargoes;
ix. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of J&A or of a third party);
x. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
xi. power failure or breakdown of machinery.
12.3 Warning: Badges with magnetic fittings should not be worn by anyone with a heart pacemaker. It is also recommended that the magnet is kept at least 20cm from payment/credit cards and sensitive electronic/magnetic equipment and storage devices.
12.4 Modern garments are coated and finished in many different ways. We therefore recommend testing the best combination of heatseal parameters and method before applying the decoration. J&A accepts no liability for incorrectly applied decoration.
12.5 The Buyer accepts that there will be minor variations in colour, particularly with digitally printed goods, between the original supplied image and that produced by J&A.
13 Specification and Goods made from natural materials
13.1 Information regarding J&A's goods as contained in catalogues, brochures and any other media provided by J&A to the Buyer is given in good faith but is intended as being approximate and it shall be the duty of the Buyer to rely on its own judgement as to the nature quality and suitability for its purpose of J&A's Goods.
13.2 J&A reserves the right to alter or amend specifications without prior notice.
13.3 J&A can provide Goods made from natural products such as wood or bamboo. The Buyer acknowledges that Goods made from natural materials are not uniform and will have variation in colour, pattern, grain or visual appearance between individual Goods or batches of Goods. Such Goods should be treated as unique and J&A accepts no liability for such variation owing to the variations of such natural materials. Buyers wishing to have uniform identical products should choose Goods made from manmade materials where uniformity is possible to be achieved.
14 Important Copyright Notice and Indemnity
14.1 It is an express condition of all Contracts for the supply of designs, artworks, embroidery patterns, emblems, prints and embroideries that the Buyer possesses the full authority and permission of the copyright holder or trade mark owner to reproduce the design, motif or logo in question.
14.2 J&A supplies such designs, artworks, embroidery patterns, emblems, prints and embroideries in good faith and for lawful purposes only and based on reliance that the Buyer either owns the intellectual property rights or has the requisite consent from its owner.
14.3 Such supply does NOT constitute a warranty by J&A that the design, logo or motif may be reproduced and J&A accepts no responsibility for any unauthorised reproduction thereof.
14.4 The Buyer agrees to indemnify J&A for all damages, losses, legal fees, court fees or any other costs and losses incurred in respect of any claim, action, demand, or proceedings made against J&A in respect of any such breach. J&A reserves the right to decline an order if it is believed any intellectual property rights are likely to be breached or the image is deemed offensive or obscene.
The Contract shall be governed by the laws of England and be subject to the exclusive jurisdiction of the English Courts.
Firm authorised and regulated by the Financial Conduct Authority.
J&A (International) Limited, a company registered in England with Company Number 01567572 whose registered office is Insignia House, Vale Road, Spilsby, Lincolnshire, PE23 5HE