Terms & Conditions
Terms and Conditions of Business (for purchase)
Introduction
These terms and conditions constitute the entire terms and conditions upon which the Customer agrees to contract for the purchase of Services.
This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by J&D Products Ltd and Alex Baird Handling Ltd.
By placing an order for the Services, you, the Customer, confirm your acceptance of the terms of the Agreement.
In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.
Definitions
In this Agreement;
“Agreement” means these terms and conditions together with the Order Confirmation or Order to form Contract.
“Barcoded” means the barcode allocated to the Item(s) supplied by J&D Products Ltd which is specific to our product range. Only these barcoded items can be supplied and supported by J&D Products Ltd and warranty offered subject to these terms.
“Bottles” means the specialist glass bottles provided by J&D Products Ltd.
“Charges” means the prices for the Service set out in the Order Confirmation.
“Competent Person” means a person adequately qualified to inspect the Service or provide support to J&D Products Ltd.
“Consumables” means bottle lids, trolley locks and other such items provided by J&D Products Ltd.
“Contract Price” means the total charges for the Services as set out in the Order Confirmation.
“Contract” means the Customers instruction to J&D Products Ltd to provide services, subject to signing this Agreement, in addition the Client agrees that they will be bound by J&D Products Ltd, terms and conditions, and subsequent Orders placed via email or letter will be bound by these terms and conditions.
“Data Protection Laws” means all laws in any relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the
information rights of individual including, without limitation, the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (from 25 May 2018) the GDPR, and any other laws in force from time to time which implement the GDPR, and all applicable formal and informal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of any Regulatory Authority, and the equivalent in any other relevant jurisdictions, all as amended or replaced from time to time.
“Digital Signature” means an electronic signature that allows the Customer to instruct J&D Products Ltd to carry out Work.
“End User (s)” means the Customer’s client is the user or end user of the Service.
“Item (s)” means any item or product including trolley, crate or any other equipment supplied (and glass Bottles) by J&D Products Ltd as described in the Order Confirmation.
“J&D Products Ltd” or “we/our/us” means J&D Products Ltd, a company registered in England (Company Number 04548277) and with its registered office at She House Macklin Avenue, Cowpen Lane Industrial Estate, Billingham, Cleveland,TS23 4BY
“Next Working Day Services” means the provision of Service the next working day subject to the Work being Signed Off, before 12.00pm (the previous day) subject to an appropriate carriage charge.
“Order (s)” means the Customers instruction to J&D Products Ltd to proceed with the supply of Item(s) and/or Services.
“POD” or “Proof of Delivery” means the Customer’s instruction to J&D Products Ltd to deliver the Item(s), as set out in the Order Confirmation, in which the risk transfers from J&D Products Ltd to the Customer.
“Quotation Document” means pre-contract information provided by you to allow J&D Products Ltd to provide an accurate quotation; the information provided by you will also be used to provide the service.
“Retention Period” means the period (if any) specified by the Customer for which particular, Personal Data should be retained by J&D Products Ltd before being destroyed or turned to the Customer.
“Retention Purpose” means the reason(s) why particular Personal Data processed by J&D Products Ltd on behalf of the Customer should be retained by J&D Products Ltd for the Retention Period.
“Snagging” means minor issues related to the delivery of the Item(s) carried out by J&D Products Ltd, for example cosmetic damage to the frame including scrapes and scratches sustained during delivery.
“Location” means the site or customer site where the Item(s) will be stored.
“Subscription Services” means services offered to the Customer which allow the work to be paid for via direct debit only at the election of J&D Products Ltd.
“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority or employee of the corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.
“the Order Confirmation” means the email or letter (Order) sent by the Customer to J&D Products Ltd which sets out details of the Service to be provided, price and such other specific details subject to these terms and conditions.
“the Service” and “Services” means the supply of operational Item(s) including the supply of trolleys, crates and specialist glass bottles and other such items (together or individually known as “the Service” or “Work”, all as more fully described in the Order Confirmation.
“Working Day” means within the hours of 9.00am to 5.00pm, Monday to Friday only, not including bank holidays;
“Work Safe” means that the Location is safe for J&D Products Ltd to deliver and uplift services (in line with all relevant legislation) and all facilities are in place before any Service can commence.
“Writing” includes any written paper document, any fax and any email correspondence.
Service Provision
J&D Products Ltd reserves the right to accept or reject any Order received from you the Customer subject to Contract and in line with this Agreement.
J&D Products Ltd will use all reasonable endeavours to provide the Services as described in the Order Confirmation.
Where an Order is placed orally or in the event of any dispute as to the Order, the Order Confirmation shall be deemed as the authoritative Order.
Please note with regard to any telephone calls between us, we record all telephone conversations to assist with training and to ensure the best service is being provided.
We reserve the right to use third-party contractors to deliver Item(s) as described in the Order Confirmation.
J&D Products Ltd shall perform the Services in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to all applicable environmental and health and safety legislation). J&D Products Ltd will not conduct activities counter to any legislation or breach health and safety regulation.
In the event of an outright purchase by the Customer, the Customer will own the Item(s) from the point of delivery.
J&D Products Ltd will only deliver Services during appropriate weather conditions and subject to the suitability of the terrain, J&D Products Ltd being the sole arbiter of this issue.
The Customer must be aware that all Next Working Day Services are subject to availability of Item(s) and availability of the courier service.
Customer Obligations
The Customer shall pay the Charges for the Services in accordance with clauses 8 and 9 below.
The Customer is responsible for notifying J&D Products Ltd at the point of deliver, in the event of any problem with the Item(s), together with such information as J&D Products Ltd may request.
The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary information and access to enable J&D Products Ltd to deliver a quality service including;
completion and signing of both the credit application form and Terms and Conditions of business, including initialing each page of the terms and conditions.
provision to J&D Products Ltd promptly of all information (including correct site address) and documentation reasonably required by J&D Products Ltd.
provision of the correct measurements and scope of works including Service requirements, quantity and all relevant details required for J&D Products Ltd to deliver Services.
provision of suitable access for delivery for Item(s) (including the width of the road, height restrictions and a set down area for the Item(s)) and suitable facilities.
having the appropriate business insurance in place, in case of loss or damage to any Item(s).
where applicable permitting J&D Products Ltd to inspect the location at any time.
where applicable inform J&D Products Ltd as the exact Location of the Item(s).
providing a digital signature where applicable and agree to Contract with J&D Products Ltd as outlines in this Agreement.
ensuring prompt signature of all other documentation including the POD (proof of delivery document).
adhere to all appropriate legislation.
provision of suitable access for delivery, including make Work Safe environment for J&D Products Ltd to deliver Services.
The Customer is responsible for informing J&D Products Ltd as to the nature of the road surface at the delivery address. If the point of delivery is unsuitable for delivery (including set down area) and we are unable to make the delivery due to this (the J&D Products Ltd driver will be the arbiter), the Customer may be liable for additional delivery charges. J&D Products Ltd will be the sole arbiter with regards to this issue.
The Customer assumes full responsibility for the Item(s) on delivery. Any loss of Item(s) will be automatically the responsibility of the Customer and the Customer liable for the loss (including damage to any vehicle while delivering Services).
The Customer is responsible for providing where applicable the accurate description and quantity of Items required to allow J&D Products Ltd to deliver Services.
The Customer is responsible for ensuring their employees and staff using J&D Products Ltd Services are aware of all health and safety issues related to using the Service.
Without prejudice to its rights in terms of Clause 15 hereof, J&D Products Ltd is entitled to suspend or terminate the Agreement if the Customer fails to comply with any of its obligations under this Clause 3.
The Customer is responsible for informing J&D Products Ltd about the ground and weather conditions prior to delivery. In the event that J&D Products Ltd attempt to deliver Services and the terrain is not suitable for delivery of the Item(s), the Customer will be liable for any costs incurred by J&D Products Ltd.
The customer is responsible for gaining all necessary permissions including obtaining and holding all consents, licences, permits, planning permission including for listed buildings, ground mounted systems and other similar instruments which may be applicable to the Service.
In the event the Customer delays, the Customer is responsible for any delays to the Service.
During the Customers use of the Service or following completion of the Service, should the Item(s) suffer Snagging, is not the responsibility of J&D Products Ltd.
The Customer is responsible for notifying J&D Products Ltd for any alterations to the customer site that may affect J&D Products Ltd delivering Services.
The Customer acknowledges and confirms they will communicate the key terms as outlined in this Agreement to all End Users and the Customer will take full responsibility for the End User using the J&D Products Ltd Service.
The Customer will not withhold payment for any reason including delays involving their clients or any third-party contract or arrangements.
The Customer recognises the importance of the following procedures, and the Customer agrees to;
be responsible for signing all proof of delivery documents.
conduct an immediate inspection of the Item(s).
provide a ‘Competent Person’ to inspect the Item(s).
Data Protection
Both parties shall observe all their obligations under the Data Protection Laws which arise out of or in connection with this Agreement, including but not limited to the provision or use of the Services. All words and expressions in this Clause 4 shall have the meaning set out in the Data Protection Laws.
The parties acknowledge that the Customer is the Data Controller and the Service Provider is the Data Processor in terms of this Agreement.
The Customer warrants to the Service Provider that all Personal Data provided to the Service Provider is relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”) and that the Customer has a legitimate basis for processing of the Personal Data provided to the Service Provider.
J&D Products Ltd acknowledges that, in the course of the provision of the Services it may have access to and may be required to process data comprising Personal Data for and on behalf of the Customer. It is the responsibility of the Customer to ensure that the Personal Data provided to J&D Products Ltd is adequate, relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”). Any Personal Data provided to J&D Products Ltd which is deemed to be inadequate, not relevant or not necessary for the Purpose will be deleted and the Customer informed accordingly.
J&D Products Ltd shall only process such Personal Data in accordance with the instructions and authorisations of the Customer and solely as strictly necessary for the performance of its obligations under this Agreement.
J&D Products Ltd shall take appropriate technical and organisational security measures in respect of such Personal Data (including against the unauthorised or unlawful processing, access or disclosure of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data).
Without prejudice to any other right or remedy J&D Products Ltd may have, J&D Products Ltd shall inform the Customer forthwith (and in any event within 24 hours of becoming aware of the event) in writing upon becoming aware of any unauthorised or unlawful processing of such Personal Data and/or accidental loss or destruction of, or damage to such Personal Data (a “Data Breach”) or suspected Data Breach. In the event of a Data Breach arising from J&D Products Ltd’s failure to comply with the provisions of this Clause 4, J&D Products Ltd shall upon request:
provide such information relating to the event as the Customer may reasonably require; and
use all reasonable endeavours to take such corrective and other reasonable action as the Customer may require in relation to the event.
J&D Products Ltd agrees it will not transfer the whole or any part of such Personal Data outside the European Economic Area.
J&D Products Ltd shall promptly notify the Customer if:
it receives an access, modification or erasure request from a Data Subject in relation to such Personal Data; or
it receives any communication or notification from the Data Protection Commissioner or from any third party in relation to such Personal Data.
J&D Products Ltd shall destroy the Personal Data either i) once it has been used for the Purpose and is no longer required or ii) in accordance with a written instruction from the Customer which specifies a Retention Period and Retention Purpose for that Personal Data.
The Customer shall be entitled to inspect and scrutinise J&D Products Ltd’s processing premises, facilities, procedures and documentation in order to ascertain its compliance with this Clause 4.
J&D Products Ltd warrants and represents that it shall not subcontract or outsource any aspects of the Services as they relate to data protection and/or Personal Data without:
the prior written consent of the Customer; and
ensuring that the subcontractor or outsource supplier enters into a legally binding agreement with J&D Products Ltd requiring that the subcontractor abide by terms for the protection of Personal Data not less protective than those in this Agreement. J&D Products Ltd shall provide the Customer with a copy or summary of such terms upon request and J&D Products Ltd shall be fully liable for the acts and omissions of any subcontractor to the same extent as if the acts or omissions were performed by J&D Products Ltd.
The Customer shall be entitled to terminate this Agreement forthwith by notice in writing to us if J&D Products Ltd is in material or persistent breach of this Clause 4.
On termination of this Agreement, J&D Products Ltd shall forthwith deliver to the Customer or destroy, at the Customer’s sole option, all Personal Data in its possession or under its control.
Delivery
Completed Orders will be sent to the delivery address that you have given on your Order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Please note that we do not deliver to PO boxes.
J&D Products Ltd times of delivery are based Monday to Friday excluding Public Holidays.
J&D Products Ltd shall bear all risk in respect of consignments until delivered to the Customer. Once an Order has been received by you, all risk of damage to, or loss of, the Item(s) shall pass to you.
Delivery dates are approximate only and not an essential term of the Agreement. J&D Products Ltd shall have no liability in respect of delay in delivery to the Customer.
Should J&D Products Ltd not receive delivery instructions or be unable through no fault of J&D Products Ltd to affect delivery within 30 days after notification to the Customer that items are ready for despatch; the Customer shall pick up the Item(s) or arrange for delivery by a third party.
Delivery will be to the delivery address that you have given on your Order. We cannot be held responsible if that delivery address is incorrect or incomplete, the Customer must be aware that additional charges will apply in such circumstances.
In the event the Customers ability to receive delivery of the order is delayed for any reason, we reserve the right to charge for storage until the Customer is ready to receive delivery of the ordered Item(s).
Indemnification
The Customer shall indemnify J&D Products Ltd and keep J&D Products Ltd indemnified against any liability to any third party arising out of or connected with the Customer’s use of the Services.
The Customer hereby indemnifies and holds harmless J&D Products Ltd against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by J&D Products Ltd in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation.
Customer agrees to indemnify, keep indemnified and hold harmless J&D Products Ltd from and against:
any claims and, any breach by Customer of any terms of the Agreement; by Customer’s client or contractors or users (including End User) of the Service.
You shall indemnify J&D Products Ltd against any claims which may be made by third parties against J&D Products Ltd in this regard and any costs and expenses incurred by J&D Products Ltd in dealing with such claims.
Charges
Charges shall be based upon the Customer paying the Contract Price as specified at the point of Contract.
For cash sales all payment must be received prior to delivery.
J&D Products Ltd will not be held responsible for any delay to the Service payment is not received pursuant to Clause 10.1 hereof. Subsequently, in certain
circumstances expediting of services delivery following late payment may incur additional costs due to be payable by the Customer.
The Customer will be liable for any third-party costs; this includes additional costs for carriage.
Payment terms (subscription services)
With regard to payments agreed through J&D Products Ltd subscription services; all payments are to be made as set out in the Order Confirmation. The first payment shall be paid in advance prior to Service commencement. Please note the initial Work will only commence when the initial payment has cleared.
Payment by the Customer shall be made by direct debit, at the election of J&D Products Ltd and as confirmed in the Order Confirmation.
Where direct debit is applicable, charges shall be based upon the Customer making the initial payment prior to the Work commencing. Subsequent payments will be made weekly by direct debit for Work or projects other than described above staged payments may be required as set out where applicable in the Order Confirmation.
Without prejudice to the foregoing, all charges for subscription services are non- refundable in the event of early cancellation by the Customer.
Where a Customer fails to make a direct debit payment, J&D Products Ltd reserves the right to charge an admin fee (£25.00). In the event the Customer fails to make payment more than one time, J&D Products Ltd reserve the right to request the full contract price, which shall be payable by you to us within 30 days from date of invoice.
Payment
9.1. Subject to any special terms which we may agree with you in writing, payment by you to us will be made within 14 days of the date of each invoice issued by us to you. Unless otherwise agreed, charges shall be based upon the Customer paying an agreed percentage of the estimated Service value upfront upon our acceptance of the Customer’s order and the remainder due within 14 days of the date of invoice. Please note the initial Work will only commence when the initial payment has cleared.
Time of payment shall be of the essence of the Agreement. You shall not be entitled to set off or withhold any payment for any reason whatsoever. Subsequently, in certain circumstances expediting of services delivery following late payment may incur additional costs due to be payable by the Customer.
If you fail to make payment within the period specified in clause 8.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-
Suspend any further service provision to you and/or suspend performance of the Services; and/or
cancel the Agreement; and/or
The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to J&D Products Ltd. All payments made are non-refundable.
If you are a private limited company then, unless otherwise agreed with us in advance, it is a condition of our accepting instructions on your behalf that your directors are personally jointly and severally or severally liable along with you for any fees, outlays and other sums due to us. That means that you and each individual director are each individually and personally liable for the whole amount.
If the Customer’s cheque is returned by the bank as unpaid for any reason, J&D Products Ltd reserves the right to levy a “returned cheque” charge.
If you are late in making a payment under this Agreement for 30 consecutive days or more, we reserve the right to pass your Customer Agreement to TCH Law Solicitors, 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA or any other reputable solicitor, and you shall reimburse us on demand for all costs, expenses and losses associated therewith or enter the court process to recover payments due if necessary.
In addition to clause 9.7, if you are late in making a payment under this Agreement for 7 consecutive days or more, we reserve the right to charge additional fee of 4%, chargeable on a daily basis, payable to Us with 7 days of date of invoice.
Amendments to Contract
Should the Customer require a change to any aspect of an Order or in or any other aspect of this Agreement, such change shall be requested in writing. J&D Products Ltd shall advise the Customer of the effects including any increase in the Charges which may result and the Agreement shall be modified to reflect such changes.
Services Warranty
J&D Products Ltd will endeavour to deliver Services to the best of their ability (Services as stated on the Order Confirmation). However, due to the nature of the Service provided by J&D Products Ltd, there is no warranty offered by J&D Products Ltd with regards to any impact on the Customer’s business.
Item(s) Warranty
Unless otherwise agreed, all Item(s) supplied by us (Barcoded Items only) includes a one-year manufacturer’s warranty (excluding non-barcoded products, any accessories or consumables and Bottles or any other services offered by J&D Products Ltd, which is not guaranteed) and (all trolley wheels which has 6 months warranty only) which commences on the day on the Item(s) is delivered. We shall assign the remaining period of the manufacturer’s warranty to you with effect from the date of delivery of the Item(s) and, to the extent that we cannot assign the
manufacturer’s warranty to you for any particular item, we will hold it in trust for your benefit. Such warranty shall be invalidated if you or a third-party tamper with or work on the Item(s) in any way.
For the avoidance of doubt we shall not be responsible nor liable for any compatibility issues relating to any Item(s) not supplied by us where we were not consulted or where we were consulted but our advice was not heeded and acted upon.
Following delivery of the Item(s), the Customer shall be liable for the Item(s); should the Item(s) subsequently either suffer damage or require repair not covered by the Warranty (including dents in the frame, broken wheels, broken gates or broken shelves), the incident should be treated as an insurance issue and the Customer liable to replace or pay for the damaged Item(s).
The Customer must be aware, in the event we are deemed liable to provide replacement wheels, we will only supply the wheels separately, and the Customer must fit the wheels as outlined in the instructions provided.
The Customer will provide photographic evidence with regards to any warranty issue raised by the Customer, along with the Items barcode. In the event the Customer cannot provide this information, no warranty issue will be raised against the Item.
Disclaimer and Limitation of Liability
Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the Services is given or assumed by us and all such warranties, conditions, undertakings and terms are hereby excluded insofar as permitted by law.
WE SHALL NOT IN ANY CASE BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT OR SIMILAR LOSS OR DAMAGES (INCLUDING ALL MANNER OF COSTS, FEES AND EXPENSES) ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE.
If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and J&D Products Ltd becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from J&D Products Ltd Ltd’s negligence) or otherwise, will not exceed the value of the Order.
J&D Products Ltd shall have no liability for delay or for any effect upon the quality of the Service caused by external activities, third party failures or problems suffered as a result of the Customer’s internal communication or the lack of accessibility or cooperation of the Customer.
J&D Products Ltd will not be held responsible for any delay to the Service if payment is not received pursuant to Clauses 8 and 9 hereof.
J&D Products Ltd cannot be held responsible for downtime or extensive periods of downtime not limited to and including;
unforeseen problems with Item(s).
a design or manufacturing issue.
lack of Customer preparation or failure to provide a sufficient safe work environment necessary for us to complete the Service.
J&D Products Ltd is not responsible for any Item(s) or Consumables or any related equipment purchased by the Customer.
Unless otherwise agreed, it is the Customers responsibility to maintain and protect the Item(s).
J&D Products Ltd is not responsible for any compatibility issues or any performance issues with regards to or connecting to the Item(s).
In the event the Customer is outside of area for delivery, we will deliver the Item(s) to you at a pre-agreed delivery address and the Customer will take full responsibility for the Item(s) on delivery.
J&D Products Ltd is not responsible for third-party mistakes or external delays and will not accept delay in payment to us from you because of such circumstances.
Confidentiality
Each party will keep confidential any Confidential Information disclosed to it by the other. Neither party will disclose any Confidential Information to any third party, save to its agents, subcontractors, advisers or to an employee who needs to have access to such Confidential Information in connection with the performance of any obligations under the Customer Agreement, PROVIDED THAT the disclosing party will be responsible for ensuring that any person to whom it makes any such disclosure complies with this Clause
This Clause 14 shall survive termination of this Agreement.
Termination
J&D Products Ltd may without prejudice to its other rights be immediately entitled to suspend or cancel each or any of its contracts with the Customer upon the occurrence of any of the following:
The Customer shall fail to make payment of any sum owing on the due date or commits any act of bankruptcy or makes any arrangements with its creditors or if any execution or distress is levied upon the Item(s) of the Customer; or
Being a body corporate shall have a receiver or administrative receiver appointed or if any petition be presented for an administration order or if any petition be presented or resolution passed for the winding up of the same (otherwise than for the purpose of a bona fide amalgamation or reconstruction) or Compounds with its creditors or becomes insolvent or any step is taken to proceed to such winding up or
receivership or if any court order is made upon or against any of the Customer’s property or anything similar or analogous to the foregoing occurs in any jurisdiction other than Scotland; or
The Customer makes default in respect of any of its obligations under any of its contracts with J&D Products Ltd. Any occurrence of the above events shall render all amounts owing in respect of Item(s) provided by J&D Products Ltd to the Customer to become immediately due and payable.
We reserve the right to cancel the contract between us if: (i) we have insufficient stock to deliver the Services you have ordered; (ii) we do not deliver to your area; or
(iii) one or more of the Services you ordered was listed at an incorrect price due to a typographical error or an error or change in the pricing information.
J&D Products Ltd retain ownership of all Item(s); until payment is received by us, the Customer will assume responsibility for the Item(s) while stored or located on the customer site.
In the event of cancellation, J&D Products Ltd reserves the right to retrieve all property belonging to J&D Products Ltd.
Ethical clause - J&D Products Ltd will not tolerate duplicity, deceit or pretence regards the parties using the Service, or in any way abusing the Service, reserving the right to terminate services as a result of such behaviour.
To cancel your Order, please contact J&D Products Ltd , She House, Macklin Avenue, Cowpen Lane Industrial Estate, Billingham, Cleveland, England, TS23 4BYor by emailing david@alexbairdandsons.co.uk, giving details of the Services ordered.
In the event that the Customer cancels the Agreement or any portion thereof, J&D Products Ltd shall be entitled to charge the Customer up to the full Contract Price for Work (including the uplifting of Item(s)) as identified in the Order Confirmation, including any additional expenses incurred by J&D Products Ltd, at the sole discretion of J&D Products Ltd.
Other than what is set out in 15.6 and 15.7 above no cancellation is offered by J&D Products Ltd.
The Customer is also subject to additional delivery costs if the delivery date is amended after the Item(s) have been loaded.
Force Majeure
J&D Products Ltd shall not be liable to you or be deemed to be in breach of
the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition or acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local
authority, import or export regulations or embargoes; strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or responsible for technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third parties against agreed commitments.
Assignment
Neither party shall assign, transfer or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
Nothing in this Clause 17.1 shall prevent J&D Products Ltd from engaging subcontractors or consultants as may be deemed necessary or desirable for the performance of J&D Products Ltd obligations under the Agreement.
Notices
Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;
if personally delivered, upon delivery at the address of the relevant party;
if sent by first class post, two business days after the date of posting;
if by email, when sent;
provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1600 hours, it shall be deemed to be given or made at the start of the next business day.
Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation for the Customer.
General
Failure or delay by J&D Products Ltd in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
The construction, validity and performance of this Agreement shall be governed by Scottish Law and the parties submit themselves to the non-exclusive jurisdiction of the Scottish Courts.
The Copyright is owned by Create Ts and Cs, www.createtsandcs.com. All content and materials are the sole property of Create Ts and Cs. Create Ts and Cs, hereby grants J&D Products Ltd , a nonexclusive, non-transferable license to use and display, Create Ts and Cs-own both the content and materials solely in connection with the Service.
