Terms and Conditions of Sale for Jandel Engineering Limited

1. Definitions
   Seller- means Jandel Engineering Limited of Grand Union House, Leighton
   Road, Leighton Buzzard, LU7 1LA United Kingdom
   Buyer- the business who buys or agrees to buy the goods from the Seller.
   Conditions- the terms and conditions of sale as set out in this document and any
   special terms and conditions agreed in writing by the Seller.
   Goods– the items which the Buyer agrees to buy from the Seller as set out in
   the quotation.
   Price- the price for the Goods, excluding VAT and any carriage, packaging
   and insurance costs.
   Quotation- Document furnished by the seller or its representative detailing
   price and estimated delivery.
   Force Majeure Event- has the meaning set out in clause 11.

2. Conditions
   2.1 These Conditions shall form the basis of the contract between the Seller and the
   Buyer in relation to the sale of Goods, to the exclusion of all other terms and
   conditions including the Buyer’s standard conditions of purchase or any other
   conditions which the Buyer may purport to apply under any purchase order or
   confirmation of order or any other document.
   2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods
   from the Seller pursuant to these Conditions.
   2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the
   Buyer’s acceptance of these Conditions.
   2.4 These Conditions may not be varied except by the written agreement of a director of
   the Seller.
   2.5 These Conditions represent the whole of the agreement between the Seller and the
   Buyer. They supersede any other conditions previously issued.

3. Price
   The Price shall be the price quoted on the Seller’s confirmation of order.

4. Payment and Interest
   4.1 Payment of the Price and VAT (if applicable) shall be due in advance of despatch of the
   goods
   4.2 If net 30 terms are offered interest on overdue invoices shall accrue from the date
   when payment becomes due calculated on a daily basis until the date of payment at
   the rate of 8% per annum above the Bank of England base rate from time to time in
   force. Such interest shall accrue after as well as before any judgement.
   4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or
   counter-claim against invoices submitted by the Seller.

5. Goods
   5.1 The Goods are as described in the quotation.
   5.2 The Seller reserves the right to amend or change the specification of the Goods if
   required by any applicable statutory or regulatory requirements.

6. Warranties
   6.1 The Seller warrants that for a period of 12 months commencing on the date of
   delivery of the Goods (Warranty Period), the Goods shall:
   6.1.1 conform with their description;
   6.1.2 be of satisfactory quality; and
   6.1.3 be fit for any purpose held out by the Seller.
   6.1.4 Consumable items will be covered by a limited 12-month warranty against
   material defects and manufacturing defects as they may wear out in less than
   12 months through normal usage

7. Delivery of the Goods
   7.1 Delivery of the Goods shall be made to the Buyer’s nominated address. The Buyer
   shall make all arrangements necessary to take delivery of the Goods on the day
   notified by the Seller for delivery.
   7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an
   agreed delivery date, but does not guarantee to do so. Time of delivery shall not be
   of the essence of the contract.
   7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising
   directly or indirectly from the late delivery or short delivery of the Goods. If short
   delivery does take place, the Buyer may not reject the Goods but shall accept the
   Goods delivered as part performance of the contract, and a pro-rata adjustment to
   the Price shall be made.
   7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no
   specific delivery date has been agreed, when the Goods are ready for despatch, the
   Seller shall be entitled to store and insure the Goods and to charge the Buyer the
   reasonable costs of so doing.

8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods fourteen days after delivery
to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within fourteen days
and give notice in writing to the seller after discovering that some or all of the goods
do not comply with the Warranty above, the Buyer must return the Goods to the
Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any
Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the
Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9. Title and risk
9.1 Risk shall pass on despatch of the Goods from the Buyer’s address (Incoterms 2020
EXW) or on delivery of the goods to the Buyer’s address (Incoterms 2020 DAP)
whichever is specified in the quotation.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the
Seller and shall not pass to the Buyer until the amount due under the invoice for them
(including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store
or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing
so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and
inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that
title in them has not passed to the Buyer.

10. Carriage of Goods
Carriage will be chargeable on all sales under GBP150 if Incoterms 2020 DAP are offered.
This will be at the rate in the quotation.

11. Force Majeure
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the
reasonable control of the Seller including but not limited to strikes, lock-outs or other
industrial disputes (whether involving the workforce of the Seller or any other party),
failure of a utility service or transport network, act of God, war, terrorism, riot, civil
commotion, interference by civil of military authorities, national or international
calamity, malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm,
earthquake, epidemic or similar events, or default of suppliers or subcontractors.
11.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform
its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for
more than twelve weeks, the Seller shall, without limiting its other rights or remedies,
have the right to terminate this Contract immediately by giving written notice to the
Buyer.

12 Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.2 Subject to clause 12.1:
12.2.1 the Seller shall under no circumstances whatever be liable to the Buyer,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss arising
under or in connection with the Contract; and
12.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising
under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances
exceed the value of the goods
12.3 This clause 12 shall survive termination of the Contract.

13. General
13.1 Notices.
13.1.1 Any notice or other communication given to a party under or in connection
with this Contract shall be in writing, addressed to that party at its registered
office (if it is a company) or its principal place of business (in any other case)
or such other address as that party may have specified to the other party in
writing in accordance with this clause, and shall be delivered by commercial
courier, or e-mail.
13.1.2 The provisions of this clause shall not apply to the service of any proceedings
or other documents in any legal action
13.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in
writing and shall not be deemed to be a waiver of any subsequent breach or default.
No failure or delay by a party in exercising any right or remedy under the Contract or
by law shall constitute a waiver of that or any other right or remedy, nor prevent or
restrict its further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall prevent or restrict the further exercise of that
or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed
to, establish any partnership or joint venture between any of the parties, nor
constitute either party the agent of another party for any purpose. Neither party shall
have authority to act as agent for, or to bind, the other party in any way.
13.4 Third parties. A person who is not a party to the Contract shall not have any rights to
enforce its terms.

13.5 This Contract contains the entire agreement and understanding of the parties relating
to the subject matter of this Contract and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between the
parties, whether written or oral.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract,
including the introduction of any additional terms and conditions shall be effective
unless it is agreed in writing and signed by the Seller.
13.7 Governing law. This agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the laws of
England and Wales.
13.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Contract or its subject matter or formation (including non-contractual
disputes or claims).