Brochure

TERMS AND CONDITIONS
The products described in this document are hereby offered for sale to be established
by John Guest (USA) Inc., its subsidiaries and its authorized distributors. This
offer and its acceptance by any customer (the “Buyer”) shall be governed by all
of the following Terms and Conditions. Buyer’s order for any item described in
this document, when communicated to John Guest (USA) Inc., its subsidiaries
or an authorized distributor (the “Seller”) verbally or in writing, shall constitute
acceptance of this offer.
1. Terms and Conditions of Sale. All descriptions, quotations, proposals, offers,
acknowledgments, acceptances and sales of the Seller’s products are subject to
and shall be governed exclusively by the terms and conditions stated herein (the
“Agreement”). The Buyer’s acceptance of any offer to sell is limited to the terms and
conditions in the Agreement. Any terms or conditions in addition to, or inconsistent
with those stated in the Agreement, proposed by the Buyer in any acceptance
of an offer by the Seller, are hereby objected to. No such additional, different or
inconsistent terms and conditions shall become part of the agreement between the
Buyer and the Seller unless expressly accepted in writing by the Seller. The Seller’s
acceptance of any offer to purchase by the Buyer is expressly conditioned upon the
Buyer’s assent to all the terms and conditions in this Agreement, irrespective of
any terms in addition to, or inconsistent with those contained in the Buyer’s offer.
Acceptance of the Seller’s products shall in all events constitute such assent.
2. Documents. Unless provided otherwise in the Agreement, all catalog
descriptions, illustrations,
drawings and literature or independently submitted estimates of performance,
weights and measurements or other specifications provided by the Seller are mere
approximations and the Seller reserves the right to alter or amend the same at any
time. The Seller reserves the right to correct clerical or technical errors in the contract
documents. The Buyer shall furnish with his order all necessary specifications and
information. The Seller takes no responsibility for goods manufactured, priced or
delivered not in accordance with the order or the specifications unless the Buyer’s
order and specifications are clear and correct.
3. Prices. Unless otherwise provided, all prices contained in our quotations and
written acceptances are ex works and do not include the cost of packing. All orders
are accepted on the condition that all such prices are subject to revision by the Seller
at any time before the goods are dispatched to take account of any price change.
In the event that the Buyer does not place the entire order quoted by the Seller for
the Buyer, the Seller reserves the right to revise its prices. The Seller also reserves
the right to revise its prices if the Buyer modifies the specification or quantity of the
goods, or the delivery requirements after the order has been accepted by the Seller.
4. Advice. All advice given in connection with the Seller’s goods is provided without
charge to the Buyer. Any advice and assistance given by the Seller to the Buyer is
given at the Buyer’s risk and the Seller shall not be liable for any loss, damage or
claim arising therefrom.
5. Payment. (a) Unless otherwise provided in the Agreement, or explicitly agreed
upon in writing by the Seller, payment is due in full 30 days from date of shipment
of the items purchased herein under. (b) In the case of an installment contract,
deliveries or parts, payment for each installment delivery or part shall be made
under sub-clause (a) as if the same constituted a separate agreement. (c) Amounts
not timely paid shall bear interest at the rate of 2-1/2% above the Seller’s bank’s
prime rate from time to time in force. (d) in the event that the Buyer fails within one
calendar month of the date for payment to effect any payment
which may be due under the Agreement or any agreement with the Seller, or if the
Buyer commits any breach of the Agreement, or if the Buyer becomes insolvent or
commits any act of bankruptcy or contemplation of liquidation, the Seller will be
entitled, without prejudice to the Seller’s other rights, to terminate the Agreement
or any unfulfilled part thereof, or at the Seller’s option to make partial deliveries.
6. Modifications and Cancellations. This Agreement is not subject to oral
modification or cancellation. A Buyer’s request for modification or cancellation
will not be incorporated into the Agreement unless the request is accepted by the
Seller in a writing that amends the Agreement. Acceptance of any such requested
modification or cancellation shall be at the Seller’s discretion and shall be upon such
terms and conditions as the Seller may require.
7. Handling Charge. Goods supplied in accordance with the Buyer’s order may
later be returned to the Seller at the Seller’s discretion provided the return is pre-
authorized, in writing and the merchandise is unused, in original packages, unaltered,
clean and no older than 60 days from the date of shipment by the Seller. The Buyer
will be required to pay to the Seller a handling charge of 20% of the purchase price
of the returned goods. A copy of the original invoice for the merchandise must
accompany all returns.
8. Delivery. (a) Any delivery dates quoted are approximate only and the Seller shall
have no liability for any delays in delivery. (b) Unless provided otherwise, delivery
of the goods shall be made when the Seller has notified the Buyer that the goods
are ready for dispatch. Regardless of the method of delivery, delivery shall be made
F.O.B. Seller’s plant, where the risk of loss shall thereupon pass to the Buyer upon
the Seller’s delivery to a carrier. Notwithstanding that the Seller’s prices are ex-
works, the Seller is prepared by special contract to procure carriage or freight and
insurance on behalf of the Buyer and at Buyer’s cost in which event the Seller shall
be under no liability for damage in transit or loss or damage to the goods beyond
the point at which the Seller contracts to deliver the same. (c) Seller will not make
drop shipments.
9. Inspection and Rejection. (a) The following provisions shall apply in relation to
all deliveries of goods: the Seller shall not be held liable for any claims of damage
in transit, shortage of delivery or loss of goods, unless in the case of shortage of
delivery, a separate notice in writing is given to the carrier concerned and to the
Seller within three (3) days of the receipt of the goods, followed by a complete
claim in writing within five (5) days of receipt of the goods and in the case of loss
of goods, a separate notice in writing is given to the carrier concerned and to the
Seller and a complete claim in writing made within thirty (30) days of the date of
consignment. The Buyer must inspect the goods on arrival from the carrier, however,
where goods are accepted from the carrier concerned without being inspected, the
delivery book of the carrier concerned must be signed “not examined”. The Seller
shall have the right to inspect the goods at the Buyer’s premises in respect to any
such claims made by the Buyer and the Buyer shall retain such goods until the
Seller has inspected such goods or until the Seller has notified the Buyer that the
Seller does not wish to inspect such goods. Any breach of these conditions in this
provision shall serve as a waiver to any claim brought by the buyer. (b) Without
prejudice to the Seller’s other rights, should the Buyer fail for any reason to send the
Seller forwarding instructions within ninety (90) days after the date of the Seller’s
notification that the goods are ready for dispatch or to accept delivery of the goods,
the Seller shall be entitled at the Buyer’s risk and expense to store the goods and/or
to procure or effect storage of the goods elsewhere. Goods so stored shall be paid
for as if they had been dispatched and/or accepted.
10. Special Tooling. Where it is necessary for the Seller to manufacture or to
purchase special tooling, including without limitation tools, dies, jigs, mandrills,
fixtures, molds, and patterns in order to execute a contract, the Buyer will be charged
with a proportion of the cost of such special tools. Such special tooling shall be and
remain the Seller’s property notwithstanding payment of any charges made by the
Buyer. In no event will the Buyer acquire any interest in apparatus belonging to
the Seller which is utilized in the manufacture of the items sold hereunder, even if
such apparatus has been specially converted or adopted for such manufacture and
notwithstanding any charges paid by the Buyer therefore. Unless otherwise agreed,
the Seller shall have the right to alter, discard or otherwise dispose of any special
tooling or other property in its sole discretion at any time.
11. Test and Performance. (a) The Seller’s goods are, where practicable, submitted
to the Seller’s standard test before delivery. If special tests are required, these shall
be made at the Seller’s premises unless otherwise agreed, and will be subject to an
extra charge. (b) The Seller accepts no liability for failure to attain any performance
figures quoted by the Seller unless the Seller specifically has guaranteed them with
an agreed sum as liquidation damages and the Buyer has suffered actual loss by
reason of the failure to attain the figures quoted. (c) Any particulars of weights
and measurements, power and consumption, power output or performance relating
to the goods and like matters furnished by the Seller to the Buyer in the Seller’s
catalogs, literature or otherwise, are approximate and are intended only to present
a general idea of the goods to be supplied and unless previously agreed specifically
in writing shall not form part of the Agreement.
12. Buyer’s Property. Any designs, tools, patterns, materials, drawings, confidential
information or equipment furnished to the Seller by the Buyer, or any other items
which become the Buyer’s property, may be considered obsolete and may be
destroyed by the Seller after two (2) consecutive years have elapsed without the
John Guest USA, Inc. Terms & Conditions of Sale
www.jgspeedfit.com
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