Terms & Conditions of Sale
IMPORTANT: Please read all Terms and Conditions. By placing an order you accept these terms and agree to be legally bound by them. A legally binding agreement is therefore created between you the ‘Customer’ and Toolout trading as Jointing Technologies the ‘Company’ upon order acceptance by the Company.
1.1 These Terms and Conditions (“The Terms”) apply to each and every quotation, order acceptance and/or acknowledgement and every contract entered into by the Company.
1.2 Contracts are made and orders are accepted only upon and subject to these Conditions of Sale. All other conditions are hereby excluded unless expressly accepted in writing by the Company.
1.3 There shall be no variation, addition, alteration, modification or waiver of all or any of the Terms unless set out in writing and signed by a person duly authorised by the Company.
1.4 Any error whether typographical, clerical or any omission in any sales literature, quotation, price list, acceptance of offer, invoice or any other documentation issued by the Company, shall be subject to correction without any liability on the part of the Company.
1.5 Any drawings and other technical data produced by the Company in respect of the contract, and all intellectual property rights therein shall be, and remain the property of the Company.
1.6 The Company has no responsibility and/or liability in respect of any design issued to the Company by, or on behalf of the Customer or any third party.
1.7 The Customer shall determine whether the products are satisfactory for the purpose intended, or selected by the Customer.
2.1 All quotations issued by the Company and all acceptances by the Company of orders from the Customer are conditional on the Company being satisfied as to the Customer’s credit worthiness. If following a credit check the Company is not satisfied as to the Customer’s credit worthiness, the Company reserves the right to issue the Customer with a pro-forma invoice or withdraw any quotation before or after the Customer issues the Company with an acceptance and/or order.
2.2 The Customer shall complete the Company’s credit account documentation (if any) and shall otherwise assist the Company in conducting a credit check in respect of the Customer.
2.3 Any quotation issued by the Company is valid for 30 days unless otherwise specially agreed in writing, commencing the date of issue of the quotation provided. The Company reserves the right at any time prior to issuing any written acceptance, acknowledgement or order to amend any error or omission in the quotation based on metal price adjustments (LME) and / or currency fluctuations.
2.4 Any order in respect of a quotation must be in writing. Any unwritten (purported) order in respect of a quotation shall be to no effect.
2.5 Any quotation issued by the Company is based on the details given to the Company by or on behalf of the Customer. The Company relies on such representation and all such representations form the basis of the contract.
3.1 Any Terms and Conditions of order or purported order issued by the Customer to the Company that set out the Customer’s terms and conditions of order and/or terms and conditions of acceptance of quotation (issued by the Company to the Customer) are not accepted by the Company. These terms are therefore not incorporated in the contract for the supply of the Products by the Company and shall be of no effect and not bind the Company in any way.
3.2 In placing an order with the Company, the Customer affirms that they have provided the Company with full, complete, and accurate requirement details in respect of the Products. Any subsequent variation or modification thereof shall result in a review of the Contract price, and the customer shall pay any consequential increase in the Contract price.
3.3 Pre-terminated cabling assemblies: The Customer agrees to verify and test all Company supplied pre-terminated cabling assemblies prior to installation. The Company accepts no liability for product failure once delivered to the Customer.
3.4 Minimum order quantities of low demand items may apply and prices quoted on this website will be subject to stock availability at the time of order. Any such variations will be advised prior to acceptance of the order by Jointing Technologies.
4.1 Contracts and orders and parts thereof may be cancelled only by the Company’s written acceptance of such cancellation. Where the Company accepts such cancellation, the Company reserves the right to charge the Customer with the amount of any losses and / or expenses directly or indirectly resulting from such cancellation.
4.2 For Customer orders where the Company is required to place an order with a manufacturer or supplier for bespoke material requirements, the Company reserves the right levy the customer with all direct, subcontract and indirect costs in full.
5.1 Payment of any invoice issued by the Company is due at the end of the month following month of delivery, unless specifically agreed in writing by the Company.
5.2 If any payment is not made as and when it becomes due, the Customer may be asked to pay interest at the rate of 8% per annum above National Westminster Plc base rate from time to time on the outstanding sum due both before and after judgment from the date of the Company’s invoice.
5.3 In the event of any delay where specific materials are procured to satisfy an order, the Company reserves the right to invoice to the agreed delivery date.
5.4 Unless otherwise stated in writing by the Company, payment shall be made in Pounds Sterling.
6.0 Catalogues/Price Lists
6.1 All lists published by the Company are liable to alteration, both as to the specification of the listed Goods and/or the listed prices in respect thereof, at any time.
6.2 Any listed Goods and/or listed prices specified in any quotation issued by the Company are not binding on the Company unless the Customer issues the Company with a written order in respect thereof and the Company issues the Customer with a written acceptance and or order acknowledgement.
6.3 The Company has the right to make a minimum charge.
6.4 Unless expressly stated otherwise in any quotation issued by the Company to the Customer, all prices quoted are expressed in Pounds Sterling net and exclude the cost of packing and delivery. Any applicable Value Added Tax or any other sales tax or excise duties paid or payable by the Company shall be added to the price and shall be payable by the Customer.
6.5 All prices are exclusive of Value Added Tax and comparable and similar taxes (whether chargeable by the tax authorities of the United Kingdom and/or elsewhere) (“VAT”) and VAT shall be paid thereon.
6.6 In the event of the Customer cancelling a part of the order in accordance with the provisions of Clause 9.0 (Force majeure) the Company reserves the right to revise the price or prices quoted for goods already delivered.
6.7 The Company reserve the right to review the contract price(s) in the event of the Pound Sterling or fluctuation in the rates of foreign exchange.
7.0 Delivery by the Company
7.1 The Company will endeavour to comply with any date (whether original or extended) given by the Company for dispatch and/or delivery and/or supply of the Products. Any such date given is intended as an estimate only and time shall not be of the essence of the Contract in this regard. The Company shall not be liable for any loss or damage whether direct or indirect and whether consequential or otherwise arising from any delay in dispatch and/or delivery and/or supply and/or installation.
7.2 The Company shall be entitled to deliver the goods in one or more consignments unless otherwise expressly agreed.
7.3 The goods may be delivered by the Company in advance of the estimated delivery date.
7.4 The Company may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the contract in the event of default by the Customer in making any payment due hereunder, or under any other contract between the Company and the Customer.
7.5 Any date(s) or period(s) given by the Company for the supply of the Products shall be extended in the case of any agreed variations of the Contract and in the event of any delay by the Customer in issuing or failing to issue the relevant order and/or supply amendments.
7.6 Cable drum delivery: Cable drums remain the property of the Company’s supplier. Cable drums are delivered to the Customer for a free rental period of 6 months unless otherwise indicated by the Company. It is the Customers responsibility to inform the Company when cable drums require collection prior to the 6 month free rental time. The Company reserves the right to levy all additional rental charges to the Customer after the free rental period expires, and the Customer agrees to payment of this additional cost in full.
8.0 Delivery by the Customer
8.1 Delivery of the goods shall be made by the Customer (or their delegate/agent) collecting the goods at the Company’s premises at any time after the Company has notified the Customer that the goods are ready for collection.
8.2 If the Customer fails to take delivery of the goods, then, without prejudice to any other right or remedy available to the Company, the Company may:
i) Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or ii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract.
8.3 The Goods shall be at the Customers risk immediately upon being collected by the Customer at the Company’s premises and otherwise immediately upon the Goods leaving the Company’s premises.
9.0 Force majeure
9.1 The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Customer’s obligations in relation to goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. This includes but is not limited to war, hostilities (whether declared or not) riot, civil commotion, strikes, lockouts, labour disputes, epidemics, fire, accidents. The Company shall be at liberty to determine the Contract or part thereof by giving written notice to the Customer (which shall be without prejudice to any other rights or remedies of the Company).
10.0 Transfer of Risk
10.1 The risk in the goods passes to the Customer upon delivery but ownership shall remain with the Company until payment for the goods has been received.
10.2 The product(s) shall, once the risk has passed to the Customer, be and remain at the Customer’s risk at all times unless and until the Company has retaken possession of it.
11.0 Reservation of Title
11.1 The Company shall retain title to the product(s) until it has received payment in full of all sums due in connection with the supply of all product, equipment and services to the Customer at any time. For these purposes the Company has only received a payment when the amount of that payment is irrevocably credited to the Bank account.
11.2 Clause 11.1 shall not be affected by any alteration or addition to the Goods
11.3 If any item of the product(s) owned by the Company is attached to, mixed with or incorporated into other goods not owned by the Company and is not identifiable or separable from the resulting composite or mixed goods title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for as long as and on the same terms as those on which it would have retained title to the product(s) in question.
11.4 The Customer shall store equipment and materials owned by the Company in such a way that they are clearly identifiable as the Company’s property, shall maintain records of such equipment and materials identifying them using the Company’s name, of the persons to whom it sells or disposes of such equipment or materials and of the payments made by such persons for such equipment and materials. It will allow the Company to inspect these records and the equipment and materials themselves on request. All product(s) supplied by the Company in the Customer’s possession shall be presumed to belong to the Company (unless the Customer can prove otherwise).
11.5 The Company shall be entitled to trace the proceeds of the sale and any insurance proceeds received in respect of equipment and materials owned by the Company. Such proceeds shall be paid into a separate Bank Account and shall be held by the Customer on trust for the Company.
11.6 If the Customer fails to make any payment to the Company when due, enters into bankruptcy, liquidation or a composition with its creditors, has a Receiver or Manager appointed over all or part of its assets or becomes insolvent, or if the Company has reasonable cause to believe that any of these events is likely to occur, the Company shall have the right, without prejudice to any other remedies:
i) to enter without prior notice any premises where equipment and materials owned by it may be and to repossess and dispose of any equipment and materials owned by it so as to discharge any sums owed to it by the Customer:
ii) to require the Customer not to resell or part with possession of equipment and materials owned by the Company until the Customer has paid in full all sums owed to the Company.
iii) to withhold delivery of any undelivered product(s) and stop any product(s) in transit. Unless the Company expressly elects otherwise, any contract between it and the Customer for the supply of the product(s) shall remain in existence notwithstanding any exercise by the Company of its rights under this clause.
11.7 The Company shall have the right to terminate the contract forthwith where the Customer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a Receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the Company shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable.
12.1 No credit will be given and no responsibility accepted for any goods returned for whatever reason and by whatever means, unless accompanied by the Company’s completed and signed Authorisation.
12.2 Goods supplied in accordance with Customer's orders cannot be accepted for return, without the Company’s written consent. If approval is given an administration charge will be made at a mutually agreed rate and a further charge made if returned goods are not in an acceptable condition or re-packaging is necessary.
Returned goods must be sent carriage paid. Bespoke manufactured products will not be accepted for credit.
13.0 Lien on Goods
13.1 In addition to any right of lien to which the Company by law be entitled, the Company shall be entitled to a general lien on all Goods of the Customer in the Company’s possession (although such goods or some of them may have been paid for) for the unpaid price of any products sold or delivered by the Company to the Customer under the same or any contract.
14.0 Damage, Loss, Short Delivery
14.1 The Customer shall examine the products immediately upon delivery being affected. Any shortage of the products and/or damage to the products prior to or during the course of delivery must be notified by the Customer to the Company in writing either by endorsement on the Company’s delivery sheet, or otherwise within 7 days from the date of delivery to the Customer. Failing which no claim will be accepted by the Company and the Company is hereby discharged from any claim and/or liability in respect of such shortage and/or damage which is not notified as aforesaid.
14.2 For the purpose of sub clause 14.1, if any carrier appointed by the Customer shall take possession of the Goods, delivery of the Goods is deemed to take place upon the carrier taking possession of the goods.
15.0 Exclusion and Limitation of Liability
15.1 The Company’s liability to the Customer for any misrepresentation and/or breach of contract and/or negligence shall in no case exceed the Contract Price and, save as aforesaid the Company shall in no circumstances whatsoever be liable to the Customer in respect to any loss or damage whether direct , indirect, consequential or howsoever arising.
16.0 Rights of Third Parties
16.1 Notwithstanding any other provision of the Terms of Contract, nothing in the Contract shall confer, nor is it intended to confer, a benefit on any third party for the purposes of the Contract (Rights of Third Parties Act 1999) or for any other purpose.
17.1 These conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.