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JPS – Terms & Conditions for Purchase of Goods & Services
“The Conditions”

 

  1. Basis of Contract
    1. These Conditions apply to and form part of the Contract between JPS and the Supplier. They supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Supplier’s supply conditions, order, confirmation of order, specification or other document or any oral agreement shall form part of the Contract except to the extent that JPS otherwise agrees in writing.
    2. No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and JPS respectively.
  2. Contract Formation
    1. JPS will request a quotation for Services and/ or Goods to be provided by the Supplier. A quotation is an offer to supply the Goods or Services and is capable of being accepted. A quotation will remain valid and open for acceptance for 14 days after which it may be withdrawn provided two Business Days’ written notice is given of an intention to withdraw. During this notice period, the quotation is still able to be accepted.
    2. JPS may accept or reject a quotation at its discretion (the “Order”). A quotation shall not be accepted and no binding obligation to purchase any Goods or Services shall arise until JPS’ written acceptance of the quotation has been received by the Supplier.
    3. A rejection by JPS of a quotation including any communication that may accompany such rejection shall not constitute a counter-offer capable of acceptance by the Supplier.
  3. Services to be provided
    1. JPS will instruct the Supplier on either a Brokered Client Work or Managed Client Work basis.
    2. For Brokered Client Work, the end client shall be JPS.
    3. For Managed Client Work, the end client shall be the Customer and the ultimate invoice to the Customer shall include a management fee for the services which were provided by JPS to the Customer (the “Management Fee”). The Management Fee will be notified to the Supplier and the Supplier must not send an invoice to the Customer without a Management Fee being included in the invoice.
  4. Price
    1. The price for the Deliverables shall be as set out in the quotation by the Supplier (Price). No increase in the Price may be made by the Supplier after the Order is placed by JPS.
    2. All Prices are fixed and the Price shall include those items which are stated in the Order from JPS.
  5. Payment
    1. For Brokered Client Work
      1. The Supplier shall invoice JPS for the Goods on or after the completion of delivery of the Goods or, if later, JPS’ or the Customer’s acceptance of the Goods.
      2. JPS shall pay each validly submitted and undisputed invoice of the Supplier within 60 days of receipt or as agreed, in writing, between JPS and the Supplier.
    2. For Managed Client Work
      1. The Supplier shall invoice the Customer directly for the Goods on or after the completion of delivery of the Goods or, if later, the Customer’s acceptance of the Goods.
      2. The payment terms of the invoice to the Customer shall be that the invoice is payable within 30 days of the Customer’s receipt of the invoice unless otherwise agreed with the Supplier. The Supplier shall use best endeavours to ensure the prompt payment of the invoice.
      3. Within five Business Days of receipt of cleared funds from a Customer, the Supplier shall pay JPS the Management Fee directly to a bank account nominated by JPS.
      4. JPS shall have no liability to the Supplier in the event that the Customer does not or is not able (for any reason including but not limited to the Customer entering into administration or such other similar arrangement) to pay the sums owed under the invoice to the Supplier. JPS will use its reasonable endeavours to procure the payment of the invoice by the Customer.
    3. Without prejudice to any other remedy, JPS shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier in accordance with clause 15.1.
    4. Where sums due under the Contract are not paid in full by the due date, to compensate the party who has not received the monies for all loss from the other party’s breach, the defaulting party shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at 5% a year above the base of the Bank of England. The Parties acknowledge that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
    5. VAT shall be charged by the Supplier and paid by JPS or the Customer (as the case may be) at the applicable rate at the time the invoice was issued.
  6. Cancellation
    1. JPS shall have the right to cancel the Order for the Deliverables or for any part of the Deliverables which have not yet, in the case of Goods, been manufactured, and in the case of Services, been performed for, JPS or the Customer.
    2. In relation to any Order cancelled or part-cancelled under clause 6.1, on receipt of validly issued and properly documented evidence, JPS and/ or the Customer (as the case may be) shall pay for:
      1. the part of the price which relates to the Goods which at the time of cancellation have been manufactured (in whole or in part); and
      2. the costs of materials which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to the Supplier’s supplier of those materials for a refund.
    3. To the maximum extent possible, the Supplier shall mitigate all costs relating to the Order immediately upon receipt of cancellation under this clause 6.
  7. Delivery and performance
    1. The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.
    2. The Goods shall be deemed delivered on completion of unloading only of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).
    3. The Goods shall not be delivered and the Services shall not be performed in instalments unless otherwise specified in the Order or agreed in writing by JPS.
    4. Each delivery of Goods shall be accompanied by a delivery note stating: (i) the date of the Order; (ii) the relevant Customer and Supplier details; (iii) the product numbers and type; and (iv) quantity of Goods in the delivery.
    5. Time of delivery or performance (as the case may be) is of the essence. If the Supplier fails to deliver any of the Goods by the date specified in the Order, JPS shall (without prejudice to its other rights and remedies) be entitled at JPS’ sole discretion:
      1. to terminate the Contract in whole or in part;
      2. to purchase the same or similar Deliverables from another supplier;
      3. to refuse to accept the delivery or performance (as the case may be) of any more Deliverables under the Contract;
      4. to recover from the Supplier all costs and losses resulting to JPS from the failure in performance or delivery (as the case may be), including the amount by which the price payable by JPS to acquire those Deliverables from another supplier exceeds the price payable under the Contract; and
      5. all or any of the foregoing.
    6. JPS and/or the Customer shall not have accepted, or be deemed to have accepted, the Deliverables until the Customer, JPS or a third-party nominated by either the Customer or JPS has notified confirmation of such to the Supplier in writing.
    7. JPS and/ or the Customer shall be entitled to reject any Deliverables which are not in full compliance with the terms and conditions of the Contract. Any acceptance of defective, late or incomplete Deliverables or any payment made in respect thereof, shall not constitute a waiver of any of JPS or the Customer’s rights and remedies, including its right to reject.
    8. If the Goods are rejected due to the volume of the Goods exceeding the tolerances (if any) specified in the Order, the Supplier shall promptly and at its own cost arrange for redelivery of the correct volume.
    9. Any rejected Goods may be returned to the Supplier by JPS and/ or the Customer at the Supplier’s cost and risk. The Supplier shall pay to JPS and/or the Customer a reasonable charge for storing and returning any of the Goods over-delivered or rejected.
    10. JPS and/ or the Customer may require pre-delivery and/or post-delivery acceptance tests to be performed or to be carried out, at JPS’, either by JPS, the Customer or the Supplier, and the results of the tests shall be made available to JPS and/ or the Customer.
    11. JPS and/or the Customer may inspect and test the Deliverables during performance or during manufacture or processing prior to despatch, and the Supplier shall provide JPS and/or the Customer with access to and use of all facilities reasonably required.
    12. Any inspection or testing of the Deliverables shall not be deemed to be acceptance of the Deliverables or a waiver of any of JPS and/or the Customer’s other rights and remedies, including its right to reject.
    13. The rights of JPS and the Customer in this clause 7 are without prejudice to JPS and/ or the Customer’s other rights and remedies under the Contract including under clause 9.
  8. Title and risk
    1. Risk in the Goods shall pass to JPS or the Customer on the later of: (i) delivery of the Goods to JPS or the Customer as set out in clause 7; or (ii) the acceptance of the Goods by either JPS, the Customer or any third-party nominated by either the Customer or JPS as set out in clause 7.6. The Supplier shall unload the Goods in accordance with the direction of the Customer, JPS or any third-party nominated by either the Customer or JPS and at the Supplier’s risk.
    2. Title to the Goods shall pass to JPS or the Customer on the sooner of: (i) payment by JPS or the Customer for the Goods under clause 5; or (ii) delivery of the Goods to JPS or the Customer under clause 7.
    3. The passing of title shall not prejudice any other of JPS or the Customer’s rights and remedies, including its right to reject.
    4. Neither the Supplier, or any other person, shall have a lien on, right of stoppage in transit or other rights in or to any Goods title to which have vested in JPS the Customer or any specifications or materials of JPS or the Customer, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.
    5. The Supplier warrants and represents that it: (i) has at the time the Contract is made full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to JPS or the Customer; and (ii) shall hold such title and right to enable it to ensure that JPS or the Customer shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them.
  9. Warranty
    1. The Supplier warrants and represents that it shall:
      1. have all consents, licences and authorisations necessary to deliver and perform the Deliverables;
      2. ensure the Contract is approved by a duly authorised signatory on behalf of the Supplier;
      3. provide high quality Documentation for the Deliverables;
      4. ensure compliance and fulfilment of its obligations in accordance with the Order and the Contract; and
      5. keep the Customer fully informed of all activities concerning the Deliverables and provide the Customer with activity reports on request.
    2. The Supplier warrants and represents that, the Deliverables shall for a period of three months from acceptance (the Warranty Period):
      1. conform in all material respects to any sample, their description and to the Specification.
      2. be free from material defects in design, material and workmanship;
      3. comply with all Applicable Laws, standards and best industry practice;
      4. if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
      5. if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
      6. be fit for purpose and any purpose held out by the Supplier and set out in the Order and as otherwise required to meet JPS’ or the Customer’s needs; and
      7. any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
    3. The Supplier agrees that the approval by JPS and/or the Customer of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause 9.
    4. The Supplier warrants that it understands JPS and the Customer’s business and needs.
    5. JPS and/ or the Customer may reject any Deliverables that do not comply with clause 9.2 and the Supplier shall, at JPS and/ or the Customer’s option, promptly remedy, repair, replace, correct, re-perform or refund the price of any such Deliverables provided that JPS and/ or the Customer serves a written notice on the Supplier within the Warranty Period that some or all of the Deliverables do not comply with clause 9.2.
    6. The provisions of these Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or re-performed with effect from the date of the delivery of the remedied, repaired, replaced, corrected or re-performed Deliverables.
    7. JPS’s rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in the Supply of Goods and Services Act 1982, s 12 to 16 and the Sale of Goods Act 1979, s 13 to 15.
    8. JPS shall be entitled to exercise its rights under clause 9 regardless of whether the Deliverables have been accepted under the Acceptance Conditions and notwithstanding that the Deliverables were not rejected following their initial inspection under clause 7.7.
  10. Indemnity and insurance
    1. The Supplier shall indemnify, and keep indemnified, JPS and the Customer from and against any losses, damages, liability, costs (including legal fees) and expenses which JPS or the Customer may suffer or incur directly or indirectly from as a result of any:
      1. alleged or actual infringement by the Supplier of a third party’s Intellectual Property Rights or other rights in connection with the supply or performance or manufacture of the Deliverables under the Contract (IPR Claim);
      2. claim made against JPS in respect of any losses, damages, liability, costs and expenses sustained by the employees or agents or any customer of the Customer or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Deliverables or from a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier;
      3. defects in materials, quality, workmanship or performance of the Deliverables.
    2. If any IPR Claim is made or is reasonably likely to be made against JPS or the Customer, the Supplier shall promptly and at its own expense either: (i) procure for JPS and/ or the Customer the right to continue using and possessing the relevant Intellectual Property Rights; or (ii) modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement, provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by JPS and/or Customer in respect of the affected Intellectual Property Rights.
    3. The Supplier shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom insuring the Services and any of JPS or the Customer’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to JPS and/or the Customer, and insuring against all other risks that a prudent Supplier should consider reasonable. On request, the Supplier shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Supplier shall on request assign to JPS the benefit of such insurance.
  11. Confidentiality and intellectual property
    1. Each party undertakes that it shall keep any information that is Confidential Information confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 11.2.
    2. A party may:
      1. disclose any Confidential Information to any of its employees, officers, representatives, advisers who need to know the relevant Confidential Information for the purposes of the performance of the Contract;
      2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority; and
      3. use Confidential Information only to perform any obligations under a Contract.
    3. Any intellectual property rights in: (i) JPS’; (ii) any Customer’s; or (iii) the Supplier’s designs, data sheets, packaging, literature or any other property or materials shall remain the property of JPS or the Customer or the Supplier and no licence in respect of these is granted.
  12. Data Protection
    Both parties will comply with all applicable requirements of the Data Protection Legislation.
  13. Force majeure
    Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 14 days, either party may terminate the Contract by written notice to the other party.
  14. Termination
    1. The Contract is for the specific purpose of producing the Goods or providing the Services in accordance with the Order and will terminate following the completion of the Order and payment of the invoice.
    2. JPS may terminate the Contract or any other contract which it has with the Supplier at any time by giving notice in writing to the Supplier if:
      1. the Supplier commits a material breach of the Contract and such breach is not remediable;
      2. the Supplier commits a material breach of the Contract which is not remedied within seven days of receiving written notice of such breach; or
      3. the Supplier has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Customer has given notification that the payment is overdue.
    3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. 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;
      2. 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
      3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    4. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    5. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  15. Set off
    1. JPS shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier under the Contract or under any other contract which JPS has with the Supplier.
    2. The Supplier shall pay all sums that it owes to JPS under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  16. Miscellaneous
    1. Any notice or other communication given by a party under or in connection with the Contract may be by post or email and should be addressed to the last known postal address or relevant email address of the other party and shall be deemed to have been received when, in the ordinary course of the means of transmission, it would be received by the addressee. This clause does not apply to the service of any proceedings or other documents in any legal action.
    2. Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these Conditions.
    3. No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
    4. The Supplier may not assign, subcontract or encumber any right or obligation under these Conditions or any Contract, in whole or in part, without JPS’s prior written consent.
    5. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected. 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.
    6. 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 clause shall not affect the validity and enforceability of the rest of the Contract.
    7. Except as expressly provided for in these Conditions, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
    8. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under these Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.
    9. The rights and remedies provided in the Contract for JPS and the Customer only are cumulative and not exclusive of any rights and remedies provided by law.
    10. Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Supplier’s obligations only.
    11. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    12. If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
    13. The Supplier shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
    14. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    15. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    16. Nothing in these Conditions purports to limit or exclude any liability for fraud.
  17. Definitions and interpretation
    1. In these Conditions the following definitions apply:
      Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
      Brokered Client Work means projects where JPS procures the delivery of Goods and Services on its own supplier accounts and invoices the Customer directly;
      Business Day means a day other than a Saturday, Sunday or bank or public holiday;
      Conditions means the JPS’ terms and conditions of purchase set out in this document;
      Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;
      Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;
      Customer means a customer of JPS who has engaged JPS to provide the Goods and Services which are requested of the Supplier by JPS;
      Data Protection Laws means any Applicable Law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Goods or Services, including:

      1. the GDPR; General Data Protection Regulation, Regulation (EU) 2016/679;
      2. the Data Protection Act 2018;
      3. any laws which implement any such laws; and
      4. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
      Deliverables means the Goods or Services or both as the case may be;
      Documentation means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;
      Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, pandemic, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving JPS’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
      Goods means the goods and other physical material set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;
      JPS means John Petty Services Limited a company registered in England and Wales with registration number 03000326 and whose registered office is 4c Mercury Court, Manse Lane, Knaresborough, England, HG5 8LF;
      Location means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;
      Managed Client Work means projects where JPS manages the procurement of services on behalf of the Customer but the Goods and Services are provided directly to the Customer by the Supplier who invoices the Customer directly;
      Order means the JPS’ order for the Deliverables;
      Services means the services set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;
      Specification means the description or Documentation provided for the Deliverables set out or referred to in the Contract; and
      Supplier means the named party in the Contract who has agreed to sell the Deliverables to the Customer and whose details are set out in the Order;
      VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.
    2. In these Conditions, unless the context otherwise requires:
      1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
      2. a reference to a ‘party’ means either JPS or the Customer and includes that party’s personal representatives, successors and permitted assigns;
      3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      4. a reference to a gender includes each other gender;
      5. words in the singular include the plural and vice versa;
      6. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      7. the table of contents, background section and any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions; and
      8. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under these Conditions.
  18. Governing law and Jurisdiction
    1. The Contract and any dispute or claim arising out of, or in connection with, it, 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.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).