Business to Business Terms and Conditions of Sale
When purchasing from JFA Medical for commercial purposes, consumer contract regulations are not applicable and as such the Customer agrees to be bound by our Business to Business Terms and Conditions.
“the Company” / “we” / “us” means JFA Medical Ltd.
“the Goods” means products and/or materials supplied by The Company to the Customer
“the Customer / Customers” means the company, business, sole trader or partnership purchasing the goods
“the/these Conditions” means these Business to Business Terms and Conditions of Sale
“the Order / Orders” means an order/orders placed by the Customer with the Company for sale of Goods pursuant to the these Conditions
- THE CONDITIONS
1.1 These Conditions are applicable to all business to business sales by JFA Medical and take precedence over, supersede and exclude any other written or verbal terms and conditions.
1.2 All orders will be deemed by The Company to be an offer by the Customer to purchase goods in accordance with these Conditions.
1.3 No representative, employee or agent of the Company has jurisdiction to alter or waive any of these Conditions.
1.4 Alterations or additions to these Conditions will only be accepted if expressly granted in writing by a director of The Company.
1.5 We may update or amend these Conditions at any time, the updated version will be made available on the Company’s website.
2.1 All Orders for Goods will be deemed to constitute an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2 A contract will be formed when The Company recognises that the Order has been placed via email, or alternatively at the time the Goods are despatched (whichever is sooner).
2.3 Goods are offered for sale subject to availability. If payment has been made and Goods are not available, a full refund will be given to the Customer.
2.4 The Company can refuse to accept orders at any time.
- CUSTOMER’S AUTHORITY
3.1 JFA Medical takes no responsibility for scrutinising the authority of the Customer’s employees or agents. By placing an order the Customer’s employees or agents expressly guarantee that they are authorised to place the Order and accept these Conditions.
3.2 The Company bears no liability (financial or otherwise) for any loss incurred by the Customer as a result of an Order being placed.
- RETURNS POLICY
4.1 Goods which are faulty or damaged when delivered to the Customer can be returned for a full refund, however the Company must be notified within 2 working days of delivery. If the Company is notified after a period of more than 2 working days from the time of delivery we reserve the right to decline to accept the return of the Goods and a refund may not be provided.
4.2 Goods are not supplied on a sale or return basis.
4.3 The Company may at it’s sole discretion allow return of unopened Goods which are not faulty or damaged for credit with the following conditions:
(a) Written approval from the Company is required prior to returning such Goods.
(b) Approval must be requested within 2 working days of the goods being received.
(c) Approval may be refused with no explanation required from the Company.
(d) All goods must be returned in fit and ready condition for sale, wholly intact and unopened, remaining in their original undisturbed packaging with original labels. Goods must not have been re-sealed or relabelled. Goods with alterations of any kind are not acceptable.
(e) All Goods must have been appropriately stored both when held by the customer and in transit back to JFA Medical.
(f) Return postage costs must be paid by the customer.
(g) The Company accepts no responsibility for the Goods until they are in its premises.
(h) The Company reserves the right to impose a 20% handling fee (deducted from the credit issued), calculated as a percentage of net invoice value.
- PRODUCT PRICE AND SPECIFICATION
5.1 The Company may alter or withdraw from sale any product without prior notification.
5.2 The price of all Goods is potentially subject to variation and may change at any time without notification.
5.3 All prices are quoted exclusive of VAT unless otherwise stated.
5.4 The Company may charge a postage and packaging and delivery fee, which will be stated on the Customer’s invoice.
5.5 If any additional costs (including but not limited to increases in raw material prices and increases in shipping costs) which are not within the reasonable control of the Company arise between an Order being placed and the Goods being despatched, the Company reserves the right to increase the price of Goods by written notice. Under such circumstances the Customer must elect (within 7 working days of receiving the notice) to either:
(i) Cancel the Order for the affected Goods (any payment for the affected Goods already made to the Company would be refunded in full).
(ii) Accept the amended price and commit to proceed with the Order.
5.6 Whilst the Company endeavours to discuss any product or stock control issues with Customers, the Company reserves the right to substitute equivalent Goods of the same or superior specification to those ordered without notice.
6.1 The Company can chose (at its sole discretion) to offer Customers a credit account. In this case the standard payment terms will be “30 days end of the month”, meaning that payment must be made not later than the last day of the calendar month which follows the calendar month in which the invoice is dated.
6.2 In the absence of a credit account, Customers must make payment at the time the order is placed.
6.3 Interest shall be applied to overdue invoices, this shall accrue at a rate of either 8% or 4% above the Bank of England base rate, whichever is higher. Interest will accrue and compound on a daily basis beginning from the date the payment was due until payment is received in full.
6.4 In the event of payment being overdue for an Order, the Company reserves the right to suspend or terminate all ongoing business with the Customer responsible for that Order. The Company also reserves the right to:
(a) Suspend delivery of all Goods to that Customer until payment is received in full.
(b) Suspend or terminate any previously agreed discounts.
6.5 If for any reason the Company believes that any Customer may not be able meet its payment obligations, the Company reserves the right to require payment upfront and to refuse to provide credit, even if credit terms have previously been agreed.
6.6 If payments made by Customers are not clearly stated to pertain to a particular invoice, then the Company shall appropriate such payments at its digression to any of the Customer’s invoices that are outstanding at the time of the payment.
- 7. OWNERSHIP OF GOODS AND CUSTOMER RESPONSIBILITIES
7.1 For Customers ordering Goods on credit terms (i.e. credit account customers), the Company shall retain ownership of Goods supplied to the Customer on credit terms until the Company has received payment in full for the invoice pertaining to those Goods. Under such circumstances the Customer shall guarantee the following conditions and accept all financial liability for any damages or costs resulting from failure to do so:
- Hold the Goods and act as bailee until payment has been made in full.
- Ensure that the goods are clearly demarcated and identifiable as the the property of the Company.
- Store the Goods securely and appropriately so as to ensure they remain in perfect condition.
- Comprehensively insure the Goods against damage or loss (including but not exclusive to theft, fire, flooding and accidental damage)
7.2 Should Customers ordering Goods on credit terms (i.e. credit account customers) enter into liquidation or administration, receive a bankruptcy order, become insolvent, compound debts with creditors, enter into a assignment for the benefit of creditors, fail to make make any payment(s) due to the Company, or should the Company have any reasonable grounds to believe that any of these possibilities are likely:
(a) The Company can at its discretion withdraw consent for the sale or disposal of all Goods by the Customer.
(b) The Company can at its discretion withdraw from any agreements to supply further Goods to the Customer and halt delivery of any Goods in transit.
(c) The Company has the right to withdraw any previously extended credit and demand immediate payment for any Goods supplied on credit terms.
(d) The Customer expressly grants to the Company the right to repossess any Goods for which payment has not yet been received, including the right to enter without any prior notice the premises where such Goods may be.
8.1 Should the Company for any reason issue a recall of Goods, the Customer must make all reasonable efforts to assist in this process.
8.2 Affected Goods held by the Customer must be returned to the company without unreasonable delay (the reasonable costs of the postage will be paid by the Company).
8.3 The Customer shall provide in writing the contact details of the recipients of any affected goods which have already been sold or otherwise disposed of.
8.4 The Company shall issue replacement Goods without unreasonable delay; if this is not possible the Company shall issue a credit note amounting to the value of all affected Goods returned by the Customer.
- CANCELLATION / AMENDMENT
9.1 Whilst the Company endeavours to accommodate the reasonable requirements of its Customers, once the Company has accepted an order it is not obligated or required to accept or facilitate any amendments to the Order.
9.2 Once the Company has accepted an order, cancellation of the Order is only possible at the sole discretion of the Company and may be refused.
10.1 The Company provides a warranty that Goods shall be without material defects upon delivery and for a period of 5 days thereafter.
10.2 The Company must be notified promptly of any material defects in the Goods. Written notification must be provided within 5 days of the Goods being delivered, if this is not received then the Company shall bear no liability for the condition of the Goods.
10.3 Following receipt of a notification regarding Goods with material defects, the Company may:
(a) Request reasonable photographic or video evidence to demonstrate the material defects, which must be provided within 1 working day of its request.
(b) Request that the Goods (or a portion of the Goods) in question are returned to the Company by the Customer (the associated postage costs will be refunded by the Company provided that it acknowledges the reported material defects).
The Company reserves the right to refuse any claim regarding material defects if the Customer fails to provide reasonable evidence or return affected Goods in a timely manner.
10.4 Upon the Company’s acknowledgement of the material defects to Goods reported by the Customer, the Company will either replace the defective Goods or provide a refund for the defective Goods once they have been returned to the Company.
10.5 The warranty stated in clause 10.1 shall not apply under the following circumstances:
(a) Where defects arise from accidental or wilful damage
(b) Where defects arise from abnormal or suboptimal storage conditions of any kind (including but not exclusive to effects of temperature / humidity / water / mold / fungus)
(c) Where defects arise from negligence of any kind by the Customer or any third party
(d) When Goods have been altered or modified in any way by the Customer or any third party
11.1 Orders will be delivered to the address stated by the Customer by the most appropriate route.
11.2 The signature of an employee or agent of the Customer on the delivery note shall constitute conclusive evidence that the Goods have been delivered to the Customer.
11.3 Customers must notify the Company by email regarding non-arrival of Goods within 7 working days of the scheduled delivery date. If such notification is not received the Company reserves the right to refuse reimbursement and/or replacement of the Goods.
11.4 Shipping costs for Orders will be confirmed with the Customer prior to the Goods being despatched from the Company, the manufacturer or any other third party.
11.5 If there are any special delivery requirements, including but not exclusive to restricted access, the Company should be notified by the Customer at the time the Order is placed. This may result in additional costs. In the event that such requirements are not disclosed by the Customer at the time of the order, the Company does not accept any liability for any consequences arising from these special requirements (including but not exclusive to additional delivery costs, storage costs or damage to Goods).
11.6 The Company endeavours to ensure timely delivery of all Goods. However the Company will not be held in breach of contract or be liable for any losses incurred if an Order or Orders are, for any reason, not delivered on a specified date or at a specified time. The Customer may not cancel an Order unless the Goods have not arrived after a period of 14 days from the latest agreed delivery date.
11.7 In the event that the Customer is unable to accept or refuses to accept the reasonable delivery of Goods:
(a) The Company reserves the right to arrange for appropriate storage of the Goods at the Customer’s risk and financial expense (including all associated costs) or alternatively to terminate the contract for sale.
(b) The Customer shall be financially responsible for any damage to Goods in addition to any costs and losses incurred as a result of the delivery not being accepted
(c) The Customer shall be liable for any additional shipping costs that result from the delivery not being accepted (including but not limited to shipping the Goods back to the Company).
11.8 Additional delivery costs may apply to Goods despatched outside mainland United Kingdom (not inclusive of Highlands and Islands).
11.9 Orders may sometimes be shipped to the Customer in multiple deliveries, in this event each delivery of Goods shall be treated separately (and these Conditions shall apply to each delivery individually).
- FORCE MAJEURE
12.1 If Goods are delayed or not delivered as a result of circumstances or events beyond the reasonable control of the Company, then the Company shall not be liable for any loss or damage sustained by Customer as a result.
- USE OF INFORMATION
13.1 The Company may retain information about businesses and directors both in computerised and manual systems. This information may be used to improve the Company’s services and product range, for the purpose of credit scoring, for customer, market and product analysis as well as for account administration.
13.2 The Company may monitor phone calls for account administration and order management purposes.
13.3 Unless otherwise requested by the Customer, details about Customers including business names, addresses and order history details may be communicated to manufacturers for the purposes of optimising stock control and manufacturing processes as well as for service and product optimisation purposes.
13.4 The Company may conduct credit checks with licensed agencies and keep records of these checks.
14.1 All terms and conditions are distinct and severable from one another. If at any time one or more of these Conditions become invalid, not applicable or unenforceable for any reason, all other provisions remain shall in place and fully enforceable.
- RESALE OF GOODS
15.1 Unless express written permission is granted by the Company, Customers shall not sell Goods or offer Goods for sale to parties outside of the United Kingdom and European Economic Area, or similarly to any third party who the Customer reasonably suspects will themselves attempt to sell the Goods outside these areas.