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JPS – Terms & Conditions for Supply of Goods & Services
(“The Conditions”)

 

  1. Basis of Contract
    1. These Conditions apply to and form part of the Contract between JPS and the Customer. They supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase 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 Customer and JPS respectively.
  2. Contract Formation
    1. JPS will provide the Customer with a quotation. Quotations are invitations to treat only. They are not an offer to supply Goods or Services and are incapable of being accepted. A quotation may be withdrawn at any time.
    2. If the Customer wishes to accept the quotation, then communicating acceptance of the quotation in writing constitutes an Order by the Customer. The Order is an offer by the Customer to purchase the Goods or Services detailed in the quotation in accordance with the terms set out in the quotation and these Conditions.
    3. JPS may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods or Services shall arise, until the earlier of: (i) JPS’ written acceptance of the Order; or (ii) JPS delivering the Goods or performing the Services or notifying the Customer that they are ready to be delivered or performed (as the case may be).
    4. Rejection by JPS of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
    5. Marketing, samples and other promotional material relating to the Goods are illustrative only and do not form part of the Contract. The Customer agrees that, in submitting an Order, it has not relied on any representations or statements by JPS other than those expressly set out in these Terms.
  3. Price
    1. The price for the Goods or Services to be provided shall be as set out in the quotation (the Price).
    2. The Prices are exclusive of VAT. If delivery is charged in addition to the Price, this will be set out in the order confirmation from JPS.
    3. JPS may increase the Prices with immediate effect by written notice to the Customer where:
      1. there is an increase in the direct cost to JPS of supplying the relevant Goods or Services and which is due to any factor beyond the control of JPS; or
      2. the Customer provides material which is unusable or unsuitable for during production.
    4. JPS may increase the price of the Goods or Services following any changes in specification made at the Customer’s request or agreed with JPS or to cover any extra expense as a result of the Customers instructions or to comply with any requirements set out in the specification. JPS will endeavour to advise the Customer in advance of any such increase but this is not guaranteed and the Customer is deemed to have authorised all such additions as JPS may consider to be appropriate and in the Customer’s interest.
  4. Payment
    1. For Managed Client Work:
      1. JPS shall arrange for the Third-Party Provider to invoice the Customer directly;
      2. JPS shall use its reasonable endeavours to assist with the set up of a credit account with the Third-Party Provider; and
      3. the Customer hereby agrees to make payment to the Third-Party Provider within the requisite timeframes set out in the invoice from the Third-Party Provider.
    2. For Brokered Client Work:
      1. JPS shall invoice the Customer, partially or in full, at any time following acceptance of an Order;
      2. If no credit terms are agreed, the Customer shall pay all invoices in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice to the bank account nominated by JPS; and
      3. If credit terms are agreed:
        1. trade accounts must be paid in full (unless otherwise agreed in writing) within 30 days of the date of the invoice;
        2. at any time before collection or delivery of the Goods, JPS reserves the right to notify the Customer that outstanding payment is required prior to delivery and JPS shall be entitled to refuse collection or arrange delivery until payment is made; and
        3. JPS may withdraw or reduce the credit limit or bring forward the due date for payment without notice to the Customer (in the event that clause 15.3.1 applies) or with seven days’ written notice in any other circumstance.
    3. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
      1. JPS may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force;
      2. suspend or cancel future Goods or the provision of Services; and/ or
      3. cancel any discount which is offered to the Customer for the Order or any other Goods or Services provided to the Customer.
    4. JPS reserves the right to assert a lien over all of the Customer’s property and money in JPS or any Third-Party Provider’s possession or control for all sums due or to become due to JPS in relation any contract between JPS and the Customer whether or not such monies are due for payment or have been demanded. JPS shall be entitled to sell property which is subject to such a lien immediately after the expiry of 21 days from the date payment of the sums were due to JPS subject to JPS giving the Customer 14 days’ notice of its intention to do so.
  5. Customer’s Obligations
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides in any specification are complete and accurate and any material or image that form part of the specification is of good quality and resolution;
      2. co-operate with JPS or any Third-Party Provider in all matters relating to the provision of the Goods or Services;
      3. provide JPS with such information and materials as JPS or any Third-Party Provider may reasonably require in order to supply the Goods and Services and does not breach the Intellectual Property rights of any third party;
      4. comply with all applicable laws;
      5. ensure no electronic files, data, application or programs provided to JPS or any Third-Party Provider: (i) contain any malicious or damaging software (including, but not limited to viruses, worms or Trojan horses); (ii) be defamatory; or (iii) be in breach of any UK laws;
      6. ensure that any electronic files supplied to JPS or any Third-Party Provider for processing comply with the technical specification provided by JPS. Trapping colour management must not be used when saving files;
      7. be responsible for maintaining a copy of any electronic file provided by the Customer; and
      8. comply with any additional obligations as required by JPS.
    2. If JPS’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, JPS shall have the right to suspend performance of the Services or provision of Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays JPS or any Third-Party Provider’s performance of any of its obligations; and
      2. JPS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from JPS or any Third-Party Provider failure or delay to perform any of its obligations; and
      3. the Customer shall reimburse JPS on written demand for any costs or losses sustained or incurred by JPS arising directly or indirectly from the Customer Default.
  6. Production of Goods
    1. JPS shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
    2. JPS shall not be liable for any errors not corrected by the Customer where the Customer has been provided with proofs. If changes are made or additional proofs are required, JPS may charge a reasonable amount for such services.
    3. If proofs or preliminary work is carried out at the Customer’s request, JPS may charge a reasonable sum for the cost of preparing such proofs or carrying out such work.
    4. Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.
    5. JPS may reject any materials provided by the Customer for the production of the Goods. If additional costs are incurred as a result of such a rejection, JPS may charge for those costs.
    6. JPS and any Third-Party Provider may refuse to print any matter which in their reasonable opinion is or may be of an illegal or libellous nature or an infringement rights of a third party.
  7. Supply of Services
    1. JPS shall supply such Services as are necessary for the proper completion of the Brokered Client Work or the Managed Client Work. JPS warrants to the Customer that the Services will be provided using reasonable care and skill.
  8. Delivery of Goods in relation to Brokered Client Work
    1. Goods shall be delivered by JPS, 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 of the Goods at the Location.
    3. Every reasonable endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 2 per cent for work being allowed either side of the quantity ordered and the same to be charged or deducted, unless otherwise agreed in writing.
    4. The Goods may be delivered in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    5. Time is not of the essence in relation to the performance of the Services or delivery of the Goods. JPS shall use its best endeavours to meet estimated dates for delivery and performance.
    6. JPS shall not be liable for any delay in or failure of performance caused by:
      1. the Customer’s failure to make the Location available;
      2. the Customer’s failure to provide JPS with adequate instructions for performance or delivery; and
      3. Force Majeure.
    7. If the Customer or the Customer’s nominated Agent fails to accept delivery of the Goods, JPS shall store and insure the Goods pending delivery, and the Customer shall pay all reasonable storage and insurance charges.
  9. Risk and Title
    1. Risk in the Goods shall pass to the Customer on delivery.
    2. Title to the Goods shall pass to the Customer once JPS has received payment in full and cleared funds for the Goods.
    3. Until title to the Goods has passed to the Customer, the Customer shall hold the Goods as bailee for JPS.
    4. Notwithstanding clause 9.3, the Customer may use or resell the Goods in the ordinary course of its business until such time as clause 15.3.1 applies.
    5. If, at any time before title to the Goods has passed to the Customer, the Customer informs JPS, or JPS reasonably believes, that clause 15.3.1 applies, JPS may:
      1. require the Customer at the Customer’s expense to re-deliver the Goods to JPS; and
      2. if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
  10. Warranty and Liability
    1. JPS shall, to the extent permitted by law, have no liability in relation to any goods which are produced by a Third-Party Provider as a result of JPS providing Services under Managed Client Work.
    2. JPS warrants that, on delivery (the Warranty Period), the Goods provided in accordance with Brokered Client work shall:
      1. conform in all material respects to any sample, their description and to the specification, save that due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
    3. As the Customer’s sole and exclusive remedy, JPS shall, at its option, correct, repair, remedy, re-perform or refund the Goods that do not comply with clause 10, provided that the Customer:
      1. serves a written notice on Supplier not later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
      2. such notice specifies that some or all of the Goods do not comply with clause 10.2 and identifying in sufficient detail the nature and extent of the defects; and
      3. gives JPS a reasonable opportunity to examine the claim of the defective Goods.
    4. The provisions of these Conditions shall apply to any Goods that are corrected, repaired, remedied or re-performed with effect from delivery the Goods.
    5. JPS shall not be liable for any failure of the Goods to comply with clause 10.2:
      1. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
      2. to the extent caused by the Customer’s failure to comply with JPS or any Third-Party Provider’s instructions in relation to the Goods, including any instructions on storage;
      3. to the extent caused by JPS or a Third Party Provider following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
      4. where the Customer has not provided accurate instructions or failed to check a proof correctly; or
      5. where the Customer uses any of the Goods after notifying JPS that they do not comply with clause 10.2.
    6. Except as set out in this clause 10, JPS gives no warranty and makes no representations in relation to the Goods and Services and shall have no liability for their failure to comply with the warranty in clause 10.2 and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
    7. Subject to clause 10.9, JPS’ total liability shall not exceed the sum received by JPS for the Order to which the liability or claim relates to.
    8. Subject to clause 10.9, JPS shall not be liable for any of the following (whether direct or indirect): (i) loss of profit; (ii) loss or corruption of data; (iii) loss of use; (iv) loss of production; (v) loss of contract; (vi) loss of opportunity; (vii) loss of savings, discount or rebate (whether actual or anticipated); or (viii) harm to reputation or loss of goodwill.
    9. Notwithstanding any other provision of the Contract, the liability of JPS shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other losses which cannot be excluded or limited by law.
  11. Indemnity
    1. The Customer shall indemnify, and keep indemnified, JPS from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by JPS as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
    2. To the extent that JPS is required to produce Goods and those Goods contain logos, images, branding, trademarks, recipes and other intellectual property supplied by the Customer, the Customer shall indemnify JPS against all liabilities, costs, expenses, damages and losses (including 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 Seller arising out of or in connection with any claim made against JPS for actual or alleged infringement of any third party’s intellectual property rights arising out of or in connection with JPS following the Customer’s requirements or using other material provided by the Customer.
  12. Confidentiality, intellectual property and announcements
    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 12.2.
    2. A party may:
      1. disclose any Confidential Information to any of its employees, officers, representatives, advisers or Third-Party Providers who need to know the relevant Confidential Information for the purposes of the performance of any;
      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 JPS or any Third-Party Provider’s designs, data sheets, packaging, literature or any other property or materials shall remain the property of JPS and/ or the Third-Party Provider and no licence in respect of these is granted.
    4. Nothing in this clause shall prevent JPS from using any materials produced for the Customer or using the Customer’s name or logo to advertise, showcase or promote JPS and the Customer hereby agrees to allow JPS to use such material for the purpose of the services that JPS provides including, but not limited to, using the materials produced or the Customer’s name or logo on JPS’s website and promotional materials.
  13. Data Protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation.
    2. The Customer hereby consents to JPS providing personal data and information to any credit agency for the purpose of establishing a credit account.
  14. 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.
  15. Termination
    1. Subject to clause 15.2, 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. A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks’ notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks’ notice in writing is given in the case of other periodicals. Notice must be given after completion of work on any one issue.
    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. Without affecting any other right or remedy available to it, JPS may terminate the Contract or suspend the supply of Goods or Services under the Contract or any other arrangement between the Customer and JPS if the Customer fails to pay any amount due under the Contract on the due date for payment.
    5. On termination or expiry of the Contract, the Customer shall immediately pay to JPS all of JPS’ outstanding unpaid invoices together with any interest due and JPS shall submit an invoice for any unbilled work or Goods which shall be payable by the Customer immediately upon receipt.
    6. 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.
    7. 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.
  16. 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 Customer under the Contract or under any other contract which JPS has with the Customer.
    2. The Customer 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.
  17. Other Provisions
    1. Any notice or other communication given by a party under or in connection with the agreement 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 this Agreement.
    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 Customer may not assign, subcontract or encumber any right or obligation under the Agreement or any Contract, in whole or in part, without JPS’s prior written consent.
    5. If any provision or part-provision of the Agreement 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 clause shall not affect the validity and enforceability of the rest of the Agreement.
    6. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement 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 this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
    7. No one other than a party to this Agreement, their successors and permitted assignees shall have any right to enforce any of its provisions.
    8. The rights and remedies provided in the Contract for JPS only are cumulative and not exclusive of any rights and remedies provided by law.
    9. Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.
    10. Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
    11. 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.
  18. Definitions and interpretation
    1. In these Conditions the following definitions apply:
      Brokered Client Work means projects where JPS procures the delivery of Goods 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;
      Confidential Information means any commercial, financial or technical information, information relating to the Goods or Services, 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 this agreement between JPS and the Customer for the sale and purchase of the Goods and Services incorporating these Conditions and the Order, and including all attachments, annexures and statements of work;
      Customer means the party which has agreed to purchase the Goods and Services from JPS and whose details are set out in the Order;
      Data Protection Laws means, as binding on either party or the Services:

      1. the 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;
      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 JPS 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 as set out in the Order or such other address or addresses as notified by JPS to the Customer at least three Business Days prior to delivery;
      Managed Client Work means projects where JPS manages the procurement of services on behalf of the Customer but the Goods are provided directly to the Customer by a Third-Party Provider who invoices the Customer directly;
      Order means the Customer’s order for the Goods and Services;
      Price has the meaning given in clause 3.1;
      Services means the services set out in the Order and to be supplied by JPS to the Customer in accordance with the Contract;
      Third-Party Provider means any third-party provider who JPS sub-contracts the production of Goods or Services to.
      VAT means value added tax under the Value Added Tax 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 this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; 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 this Agreement.
  19. 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).