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Purchasing Terms & Conditions

Between the Supplier and G J Johnson & Sons Limited (the Customer).

1.1 Definitions:

Conditions: these terms and conditions set out in paragraphs 1 to 12 (inclusive). References to these Conditions shall include the terms and conditions specified in the Order. Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions and the Order. Customer: G.J. Johnson & Sons Limited (registered in England and Wales with company number 00542145). Delivery Date: the date specified for delivery of an Order, in accordance with paragraph 2.6. Delivery Location: the address for delivery of Goods as set out in the Order. Goods: the goods (or any part of them) as set out in the Order. Normal Business Hours: 9am to 4pm, Monday to Friday (excluding public holidays in England). Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form. Supplier: the person or firm from whom the Customer purchases the Goods. VAT: value added tax chargeable in the UK.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. (b) Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (c) A reference to writing or written includes emails. 2. Basis of contract & Orders

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, including any terms and conditions previously applying between the Customer and the Purchaser.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of: (a) the Supplier issuing a written acceptance of the Order; and (b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

2.5 Where any special conditions specified by the Purchaser in the Order conflict with these Conditions those special conditions shall prevail.

2.6 The Supplier shall use its best endeavours to supply the Goods in accordance with the Order, by the delivery date specified in the Order, or, if none is specified, within 3 days of the Customer submitting an Order.

2.7 The Customer will monitor the performance of the Supplier in accordance with the Customer’s policies and procedures in place from time to time.

2.8 The Customer may amend or cancel an Order in whole or in part at any time before delivery by giving the Supplier written notice. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulling the Order up to the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under the Contract, the Customer shall have no liability in respect of it.

3. The Goods

3.1 The Supplier shall ensure that the Goods shall: (a) correspond with their description; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement; (c) be free from defects in design, material and workmanship and remain so for 12 months after the date of delivery by the Customer to third parties; and (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall use personnel who are suitably skilled and qualified to produce the Goods.

3.3 The Supplier shall comply with all applicable laws, orders and regulations relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the Goods.

3.4 Prior to despatching the Goods, the Supplier shall carefully inspect and test them for compliance with the Contract. The Supplier shall, if requested by the Customer, give the Customer reasonable notice of such tests and the Customer shall be entitled to be represented at such tests. The Supplier shall also, at the request of the Customer, supply to the Customer a copy of the Supplier’s test sheets certified by the Supplier to be a true copy.

3.5 The Customer and/or the Customer’s customers have the right to inspect and test the Goods at any time before delivery.

3.6 If following such inspection or testing the Customer considers (and/or the Customer’s customers consider) that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at paragraph 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.7 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and the Customer and/or the Customer’s customers shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

3.8 Unless otherwise agreed in the Order, the Supplier is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required, those licences and consents shall be made available to the Customer prior to shipment.

4. Delivery

4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods (or, where applicable, have Goods ready for collection): (a) on the Delivery Date; (b) at the Delivery Location; and (c) during the Customer’s Normal Business Hours, or as instructed by the Customer.

4.3 Delivery of the Goods is completed on the completion of unloading of those Goods at the Delivery Location.

4.4 If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods. If the Supplier: (a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods.

4.5 If the Customer rejects any Goods they are returnable at the Supplier’s risk and expense.

4.6 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in paragraph 5.

5. Customer remedies

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in paragraph 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following rights and remedies: (a) to terminate the Contract; (b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense; (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; (e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and (f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.3 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk Title and risk in the Goods shall pass to the Customer on completion of delivery or (in the case of delivery by instalments) on delivery of each instalment.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.

7.2 The price of the Goods: (a) excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) (unless provided otherwise in the Order) includes the costs of packaging, insurance and carriage of the Goods.

7.3 No extra charges shall be effective unless agreed in writing with the Customer.

7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number , the Customer’s order number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.

7.5 The Customer shall pay correctly rendered invoices by the end of the month following the month of delivery of the Goods. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this paragraph will accrue each date at 5% a year above the Bank of England’s base rate from time to time (or, if greater, the English County Court rate of interest on judgments), but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from date that the dispute is resolved until payment.

7.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

8. Indemnity and Supplier’s undertakings

8.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with: (a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; (b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and (c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

8.2 This paragraph 8 shall survive termination of the Contract.

9. Insurance

During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10. Compliance with relevant laws and policies

10.1 In performing its obligations under the Contract, the Supplier shall: (a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and (b) comply with the Customer’s policies relating to Modern Slavery, Anti-Bribery and Data Protection.

10.2 The Customer may immediately terminate the Contract for any breach of paragraph 10 by the Supplier.

11. Termination

11.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. General

12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 5 days’ written notice to the affected party.

12.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

12.3 Confidentiality: Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by paragraph 12.4.

12.4 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this paragraph; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.5 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12.6 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.7 Variation. No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

12.8 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

12.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.

12.10 Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.

12.11 Governing law & jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.