Terms and Conditions

TERMS & CONDITIONS.

 

PRECEDENCE. If there is a conflict between these terms, the information on the face of this PO, or any attachments to the PO, the terms on the face of the PO shall take precedence over these terms, and these terms shall take precedence over any other attachment. If the PO is issued in conjunction with a detailed contract between the parties, the terms of the contract will take precedence over all other terms.

 

  1. GENERAL

1.1 As used in this document, the term “Purchase Order” or “PO” refers to the hardcopy or electronic form for designating the Supplier, the Supplies and other terms of transaction plus these Terms and Conditions (the “Conditions”) and any other terms that are attached or incorporated by reference. “JSE-UK” means JSE-UK LTD. “Supplier” means the supplier or seller identified on the face of this PO and its agents and representatives; “Specifications” means all applicable blueprints, product specifications, the provisions on the face of this PO and any attachments to it; “Supplies” designates raw materials, components, Intermediate assemblies, equipment and other supplies including indirect materials, technical data, drawings, or services to be furnished by Supplier to JSE-UK LTD for this PO.

1.2 This PO shall be construed as an offer to purchase the Supplies on the terms contained herein. The contract resulting from the acceptance of this order is to be construed according to English Law. This PO is not assignable by Supplier in whole or in part. Any dispute shall be under English law and through an arbitration process.

1.3 Unless expressly set forth below, JSE-UK LTD is not subject to a minimum term of supply or a minimum volume expressed in any quotation or any other document sent or previously exchanged between JSE-UK LTD and Supplier.

 

  1. CONTROLLING TERMS

This PO is expressly limited to the terms and Specifications contained herein. This PO is an offer to purchase the goods and/or services set forth herein and any preceding offer or quotation of Supplier for alternative or modified terms and Specifications is (a) rejected and (b) expressly made conditional on Supplier’s acceptance of the Specification and terms hereof. Supplier accepts the Specifications and terms by acknowledging or confirming this order or commencing work on or shipping Supplies covered by this PO.

 

  1. PRICES AND INVOICING

3.1 Prices shown on the face of this PO may not be increased without written authorization by JSE-UK LTD’ Purchasing Department.

3.2 JSE-UK LTD will pay the invoiced amounts within 60 days of the date of a correctly rendered invoice to a bank account nominated by the Supplier.

 

  1. DELIVERY

4.1 Deliveries are to be made in quantities and at times specified on the face hereof or, if not so specified, then as set forth on delivery schedules furnished by JSE-UK LTD. Delivery shall be made FOB JSE-UK LTD location, unless otherwise stipulated on the face of the Purchase Order. The Supplier acknowledges that time for delivery shall be of the essence, that JSE-UK LTD has strict requirements regarding scheduled delivery dates for goods and that these requirements are essential to JSE-UK LTD’ business. JSE-UK LTD is not obliged to accept early deliveries, late deliveries, partial deliveries, or excess deliveries.

4.2 Supplier shall, upon JSE-UK LTD’ request, suspend shipment and delivery of Supplies to be furnished hereunder as JSE-UK LTD may request.

 

  1. QUALITY OF SUPPLIES

5.1 Supplier warrants that all Supplies will conform to the Specifications and/or samples furnished in connection with this PO, and will be fit and sufficient for the purpose intended, of satisfactory quality and fit for purpose, of good material and workmanship, and free from defect. Supplier’s warranties shall survive JSE-UK LTD acceptance of, inspection of, and payment for the Supplies and shall continue for a period of 24 months from the date of delivery of the goods or supply of the services. Where the Supplies include services, the Supplier warrants that the services will be carried out with all reasonable skill, care and diligence commensurate with the standard of care of similar professionals performing similar services in Supplier’s industry, will be provided in a timely, diligent and efficient and that Supplier personnel assigned to perform the services possess the training, skills, competence and experience necessary to safely and properly perform the services.

5.2 Supplier shall notify JSE-UK LTD immediately prior to the acceptance of this PO if Supplier cannot satisfy the Specifications, terms or the delivery schedule of this PO.

 

  1. DISPOSITION OF REJECTED MATERIAL

With respect to any Supplies not in conformity with the requirements of this PO, JSE-UK LTD may, at its sole discretion: (a) reject such Supplies and require Supplier, at Supplier’s expense, including transportation cost, to inspect, sort out the non-conforming Suppliers, rework or repair (or cause to be reworked or repaired) the non-conforming Supplies to render such Supplies confirming, or scrap the non-conforming Supplies and replace such Supplies in a timely manner; (b) rework or repair any such Supplies at Supplier’s expense basing changes on JSE-UK LTD’ then hourly rate; (c) cancel the PO, in whole or in part, without charge to JSE-UK LTD; or (d) promptly re-perform the defective services at no additional cost to JSE-UK LTD. In the event that a third party is brought in to inspect, sort, rework or repair the non-conforming Supplies by Supplier, the third party shall be subject to the reasonable approval by JSE-UK LTD. Supplier shall be responsible for any additional charges that may be incurred by JSE-UK LTD in connection with nonconforming Supplies, including but not limited to scrap, rework, repair, tear down/re-test expenses, premium freight, assembly disruptions/work stoppage, administrative expenses.

 

  1. PACKING, SHIPPING, AND STORAGE

Supplier shall, at his expense, package and preserve the Supplies in such a manner that they will arrive at the designated delivery point free from damage and in such a condition as to permit reasonable handling and six months’ storage under normal environmental conditions without detrimental effects on the Supplies.

 

  1. TERMINATION AND CANCELLATION

8.1 JSE-UK LTD may terminate this PO or any part thereof if the Supplier commits a breach of any of its obligations under these Conditions and fails to cure such breach within thirty (30) days of written notice from JSE-UK LTD.

8.2 JSE-UK LTD may cancel this PO or any part thereof at any time upon written notice to Supplier without liability except for payment to Supplier of the cost of work in process and material commitments made within the time specified on the face hereof or, if no time is specified, then within two weeks of the date of cancellation.

8.3 Notwithstanding the foregoing, JSE-UK LTD may cancel this PO without liability or cancellation charges as a result of an event arising under clause 19.1 (Force Majeure).

 

  1. CHANGES JSE-UK LTD

may at any time, by written instructions or verbal instructions confirmed in writing to Supplier, make changes in the work to be performed or the items to be furnished hereunder in any one or more of the following: (i) Specifications; (ii) method of shipment or packing, (iii) time and/or place of delivery; and (iv) the quantity of items ordered. Supplier shall notify JSE-UK LTD within fourteen days of notification of such changes of any proposed differences in price, quality or delivery. Such proposed changes shall be subject to approval by JSE-UK LTD.

 

  1. INTELLECTUAL PROPERTY

10.1 Supplier warrants that the Supplies specified herein (and their sale or use, alone or as a significant element of a combination) will not infringe any patents, inventions, designs, copyright and related rights, database rights, trade marks, service marks and trade names (whether registered or unregistered), and rights to apply for registration, proprietary rights in domain names, knowhow and confidential information, applications, extensions and renewals in relation to any of these rights, and all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world (“Intellectual Property Rights”); and agrees to indemnify and hold harmless JSE-UK LTD and anyone selling or using any of JSE-UK LTD’ products against all judgments, decrees, costs, and expenses resulting from any alleged infringement of any Intellectual Property Rights, and agrees that Supplier shall, upon request of JSE-UK LTD and at Supplier’s own expense, defend or assist if the defence of any action which may be brought against JSE-UK LTD or those selling or using any of JSE-UK LTD’ products by reason of any such alleged Intellectual Property Rights infringement.

10.2 Any Intellectual Property Rights created in the performance of this PO shall be the sole property of JSE-UK LTD and Supplier shall do all things requested by JSE-UK LTD to transfer the ownership thereof and to perfect the same.

 

  1. DESIGN AND INFORMATION

It is understood that any article made according to a design specified by JSE-UK LTD (not previously a standard commercial design of Supplier) will not be furnished by Supplier to any other person, firm, or corporation. It is recognized that Supplier will have access to certain confidential information of JSE-UK LTD and, therefore, Supplier agrees not to divulge to anyone the confidential information of JSE-UK LTD, nor use for its own benefit, any such information including drawings or other documentary information of a confidential nature.

 

  1. REMEDIES

The remedies herein reserved shall be cumulative and in addition to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this PO shall constitute a waiver of any other breach, or of such provision on the future occasion.

 

  1. LIABILITY, INDEMNITY AND INSURANCE

13.1 Nothing in these Conditions will operate so as to exclude or limit the liability of either party to the other for fraud, death or personal injury arising out of negligence or any other liability that cannot be excluded or limited by law.

13.2 Supplier agrees to indemnify and hold JSE-UK LTD harmless against all liabilities, claims, or demands for injuries or damages to any person or property growing out of the Supplies or performance of this PO by Supplier, its servants, employees, agents or representatives.

13.3 Supplier further agrees to maintain the following levels of insurance and to furnish to JSE-UK LTD Risk Management Department certificates of insurance for General/Product Liability insurance (£5,000,000). Said certificates must set forth the amount of coverage, number of policy, and date of expiration, unless waived in writing.

13.4 Supplier must also provide: Personal Liability Insurance (£10,000,000 per occurrence).

13.5 In no event shall JSE-UK LTD be liable for any indirect, consequential, economic or financial losses or incidental damages, however caused and howsoever arising in any way out of this agreement.

 

  1. ADVERTISING OR USE OF NAME “JSE-UK LTD” Supplier shall not use or permit the use of the word “JSE-UK LTD” or any similar word or any trademark of JSE-UK LTD in description of or in the marketing of products/produced by Supplier, or in any manner advertise or publish the fact that Supplier has contracted to furnish Supplies pursuant to this PO or any PO with JSE-UK LTD, unless approval is given by JSE-UK LTD.

 

  1. SUPPLIER’S INSOLVENCY

15.1 If an Insolvency Event occurs in relation to the Supplier, or if JSE-UK LTD reasonably believes Supplier may be unable to complete this PO, JSE-UK LTD may demand adequate written assurance of performance or, at its option, terminate this PO, in whole or in part, without liability except for Supplies previously delivered to and accepted by JSE-UK LTD. If Supplier fails to provide written assurance of performance within a reasonable timeframe, JSE-UK LTD may terminate this agreement.

15.2 “Insolvency Event” means:

i the Supplier becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits its inability to pay its debts or becomes insolvent;

ii a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction),administration, bankruptcy or dissolution of the Supplier;

iii an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to that party and/or over all or any part of the assets of the Supplier; or

iv the Supplier enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors) generally.

 

  1. COMPLIANCE WITH LAWS The Supplier agrees to comply with all applicable governmental laws, regulations and rules applicable to Supplies furnished under this PO, including without limitation the U.K. Anti‐terrorism, Crime and Security Act 2001 or any similar anti‐corruption legislation. In this connection, the Supplier further agrees to indemnify, defend and hold JSE-UK LTD harmless from and against any liability arising from a breach of the same and agrees to defend at its expense any action brought against JSE-UK LTD.

 

  1. DISPUTE RESOLUTION

17.1 If a dispute under these Conditions arises:

i the party claiming that a dispute has arisen must give notice to the other party indicating the nature of the dispute (“Notice of Dispute”);

ii within 10 days of receipt of the Notice of Dispute, JSE-UK LTD and the equivalent authorised representative of the Supplier must meet and attempt to resolve the dispute within 30 days of receipt of the Notice of Dispute;

iii if the parties fail to resolve the dispute in accordance with clause 1.2 will apply

17.2 Communications between the parties during the process set out in clause 17.1, whether oral or in writing, will not be admissible as evidence in any legal process unless in writing and signed by both parties.

 

  1. THIRD PARTY RIGHTS

The Supplier’s obligations under these Conditions (including the representations, warranties and undertakings) are given for the benefit of each member of the JSE-UK LTD Group.

 

  1. MISCELLANEOUS

19.1 Force Majeure. Neither party shall be liable to the other for failure to perform its obligation under this PO when performance is prevented by flood, drought, fire, explosion, war, riot, acts of terrorism, acts of God, industrial action (other than of the affected party’s own workforce) or Governments. During the Supplier’s inability to supply the Supplies, JSE-UK LTD may, its option, procure such Supplies from other suppliers but will revert to the PO once the element of Force Majeure has been overcome.

19.2 Severability.

i If any provision, or part of a provision, of these Conditions is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision will be deemed not to form part of these Conditions, and the legality, validity or enforceability of the remainder of the provisions of these Conditions will not be affected, unless otherwise required by operation of applicable Laws.

ii The parties must use all reasonable endeavours to agree within a reasonable time any lawful and reasonable variations to these Conditions which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question.

19.3 Entire Agreement

i These Conditions (including the Purchase Order) constitute the entire agreement between the parties in relation to its subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter.

ii Each party acknowledges that in entering into these Conditions it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of these Conditions at any time before its signature (together, “Pre-Contractual Statements”), other than those that are set out expressly in these Conditions. iii Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements but for clause 19.3(ii).iv Nothing in this clause

19.3 will exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

19.4 No partnership: Nothing in these Conditions will (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose, between the parties.

19.5 Assignment and subcontracting: i The Supplier will not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions without the prior written consent of JSE-UK LTD. ii JSE-UK LTD may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under these Conditions and may subcontractor delegate in any manner any or all of its obligations under these Conditions to any third party or agent.

19.6 JSE-UK LTD may set off any amounts due to Supplier under this PO against amounts owed by Supplier to JSE-UK LTD for any reason.

19.7 If requested by JSE-UK LTD, Supplier agrees to give JSE-UK LTD or its authorized representatives access to all pertinent documents, data and other information relating to the Supplies, and to view any facility or process relating to the Supplies.

19.8 Notice. Any notice required to be made hereunder to JSE-UK LTD shall be made to: JSE-UK LTD Kilbane Street, Fleetwood, Lancashire, FY7 7PF,unless a different address is specified on the face of the PO. Any such notice to the Supplier shall be to the address shown on the face of the PO.

 

20 ADMINISTRATIVE

 

i Original delivery note/ packing slip must accompany material. PO number must appear on all invoices, shipping notices, bills of lading, express receipts, packing and packing slips.

ii All invoices covering material listed below must refer to this PO number, including the suffix.

iii This PO is deemed closed upon receipt of the Supplies or services described herein or one (1) calendar year from the date placed, whichever occurs first, unless otherwise stipulated on the face of this order. The foregoing notwithstanding, those terms which by their nature are intended to survive the delivery of the Supplies under the PO shall survive.

 

21.1 “Supplier agrees to indemnify and protect JSE-UK LTD against all liabilities, claims, losses, costs, expenses or demands growing out of (a) any breach by the Supplier of the terms and conditions set forth in this PO, (b) any product recalls, or (c) any actual or alleged death or injury to any person or damage to any property or any other damage or loss, by whomever suffered, which results in whole or in part from the Supplies or performance of this PO by Supplier, its servants, employees, agents or representatives.

21.2 Supplier further agrees to maintain the following levels of insurance with a reputable insurance company and to furnish to JSE-UK LTD Risk Management Department certificates of insurance for General/Product Liability insurance (with a limit of no less than £1,000,000) and employers’ liability insurance (with a limit of no less than £1,000,000) . Said certificates must set forth the amount of coverage, number of policy, and date of expiration, unless waived in writing. These policies must be primary and non-contributory with any other insurance available to JSE-UK LTD (to the extent of Supplier’s negligence) and contain a waiver of subrogation in favour of JSE-UK LTD and its affiliated companies and their employees, officers and directors (except to the extent of gross negligence of JSE-UK LTD). Insurance required above shall schedule JSE-UK LTD and its affiliates companies as an additional insured or on an indemnity to principals clause (to the extent of Supplier’s negligence). If the annual value of the Supplier’s work exceeds £1,000,000,Supplier shall also carry umbrella/excess liability insurance that schedules the insurance required above as underlying insurance and with limits no less than £2,000,000.

 

21.3 Where the Supplies include services to be carried out on a JSE-UK LTD site, the Supplier’s attention is drawn to the JSE-UK LTD “Contractors’ Safe Working Guide” a copy of which should be obtained from JSE-UK LTD prior to commencing work.