“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Buyer” means the person or firm who purchases the Goods from the Company;
“Company” means Just Taps Plus UK Limited (registered in England and Wales with company number 7462410).
“Conditions” means the terms and conditions set out in this document;
“Contract” means the contract between the Company and the Buyer for the sale and purchase of the Goods in accordance with these Conditions;
“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control;
“Goods” means the goods (or any part of them) set out in the Order;
“Order” means the Buyer’s order for the Goods, as set out in the Buyer’s written acceptance of the Company’s quotation;
“Specification” means any specification for the Goods which is provided by the Company;
Interpretation:
a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
a reference to writing or written includes [faxes and] emails.
Orders
These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
Any samples, drawings or advertising produced by the Company and any illustrations contained in the Company’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
Modifications to Orders communicated verbally and/or by the phone must be confirmed in writing by the Buyer and are subject to acceptance by the Company in accordance with Condition 2.3.
The Buyer cannot cancel an Order without the agreement of the Company; the Company reserves the right to apply appropriate charges. The minimum purchase order is £75.00 excluding VAT. Orders under this value will incur a carriage fee.
Delivery
The Company shall endeavour to deliver the Goods (to the location set out in the Order or such other location as the parties may agree) by the date quoted for delivery in the Order, but such date is not guaranteed and the time of delivery is not of the essence. The date quoted shall be extended by a reasonable period if there is a delay caused a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Packaging
Al products are packaged by fully trained, professional warehousing staff and leave the premises in optimum condition for delivery. As such, Just Taps Plus declines all responsibility for damages arising from mishandling during transit.
Compatibility
The Goods are described in the Company’s catalogue [as modified by any applicable Specification.
Whilst the majority of Just Taps Plus products are compatible with UK specifications, care should be taken on product selection prior to ordering to avoid problems arising from installation issues.
Just Taps Plus reserves the right to make technical changes to products at any time and modify or cancel models. Details and dimensions are approximate; therefore we advise no pre-drilling to fit products before delivery. Just Taps Plus will not be held liable for fitting issues that arise if drilling is attempted before the product is received.
Prices and Payment terms
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
The price of the Goods:
excludes amounts in respect of value added tax (“VAT“), which the Buyer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.
The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery.
The Buyer shall pay the price of the Goods no later than 30 days of the date of invoice relating to the Goods. All payments shall be made in full, without deduction in respect of any counter claim. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.
If the Buyer fails to comply strictly with the payment obligations set out in this Condition 6, the Company shall be entitled to terminate the Contract or suspend any further deliveries of Goods to the Buyer (whether or not such deliveries are to be made pursuant to the same order as the Goods in respect of which payment has not been made). Interest will be payable on any overdue invoices at the rate of 5% over Barclays bank base rate per annum, until payment is received.
Risk and Title
The risk in the Goods shall pass to the Buyer on completion of delivery.
Title to the Goods shall not pass to the Buyer until the earlier of:
the Company receives payment in full (in cash or cleared funds) for:
the Goods, and
for any other Goods that the Company has supplied to the Buyer,in which case title to the Goods shall pass at the time of payment; and
the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in Condition 7.4.
Until title to the Goods has passed to the Buyer, the Buyer shall:
store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify the Company immediately if it becomes subject to any of the events listed in Condition 10.1; and
give the Company such information relating to the Goods as the Company may require from time to time.
Subject to Condition 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:
it does so as principal and not as the Company’s agent; and
title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in Condition 10.1, then, without limiting any other right or remedy the Company may have:
the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
the Company may at any time:
require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
Warranty
The Company warrants that, subject to the other provisions of these terms, upon delivery:
the Goods will be free from material defects in design, material and workmanship; and
the goods will be reasonably fit for any particular purpose for which the Goods are held out by the Company.
The Company shall not be liable for a breach of any of the warranties in Condition 8.1:
Unless the defect is discovered within 7 days of the date of delivery and the Company is given written notice of the defect within 7 days of it being discovered;
The Buyer makes any further use of the Goods after giving notice of the defect to the Company;
If the Buyer fails to adhere to the terms of payment set out in these Conditions;
Unless after discovery of the defect the Company is given a reasonable opportunity to inspect the goods before they are used, fixed or interfered with in any way and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s premises at the Buyer’s cost for the examination to take place there. If, following such inspection by the Company, the Company accepts that the Goods do have a defect the Company shall refund to the Buyer the reasonable cost incurred in returning such Goods to the Company. It is acknowledged that the costs of suspending works are relevant to the determination of what is a reasonable opportunity and this clause shall not apply to any works affecting the Goods which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures;
If the defect arises as a result of the Goods being used for a purpose other than that specified to or by the Company;
If the defect arises from fair wear and tear; and/or
If the defect arises from the Buyer’s negligence, misuse, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods, storage of the Goods in unsuitable conditions or use of the Goods in abnormal working conditions.
Subject to Condition 8.2, if any of the Goods do not conform with any of the warranties in Condition 8.1 the Company shall at its option repair or replace such Goods (or the defective part) to refund the price of such Goods provided that, if the Company so requests, the Buyer shall at the Company’s expense return the Goods or part of the such Goods which is/are defective to the Company.
If the Company complies with Condition 8.3 it shall have no further liability for a breach of any of the warranties in Condition 8.1 in respect of such Goods.
If the Goods are supplied manufactured or processed to information or a design supplied by the Buyer or as approved by the Buyer or any third person nominating or specifying the Goods then:
Subject to Condition 9.1, the Company shall not be under any liability for damages howsoever caused or under Condition 8.3 as the case may be, except in the event of:
Fraudulent misrepresentation by the Company, or
Misrepresentation where the representation was made or confirmed by a person authorised to sign on behalf of the Company, or
Non-compliance with such information, or
Breach of a written warranty signed by a person authorised to sign on behalf of the Company that the Goods are fit for that purpose.
The Buyer will unconditionally, fully and effectively indemnify the Company against all losses, damages and costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual property rights of any other person.
If the goods are supplied by a reference to information provided by an authorised person on behalf of the Company then, subject to Condition 9.1, the Company shall not be under any liability for damages howsoever caused or under Condition 8.3 except in the proportion and to the extent that such damages have resulted primarily from the Company’s breach of contract or negligence. Accessory items such as shower hoses and shower handles which are subject to wear and tear are limited to 1 year guarantee, internal cartridges are also subject to lime scale build –up and as such are also limited to a 5 year guarantee. Colour finishes are covered by a 2 years guarantee, to maintain the colour, we recommend regular cleaning with warm soapy water and a soft cloth.
Company’s liability
Nothing in these terms shall exclude or restrict the Company’s liability:
For death or personal injury resulting from the Company’s negligence; or
For fraud or fraudulent misrepresentation; or
Under section 2 (3) Consumer Protection Act 1987; or
For any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability.
Subject to Condition 9.1, the Company shall not be liable for misrepresentation (unless fraudulent) or in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever and whatever the cause thereof for:
Any financial loss or any liability the Buyer may have to a third party, or any loss of profit, business, contracts, revenues, anticipated savings, reputation or goodwill (whether such losses or liabilities are direct or indirect), and/or
Any special, indirect or consequential loss or damage of any nature whatsoever, howsoever caused.
The Buyer will unconditionally, fully and effectively indemnify the Company against all losses, damages, penalties and costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in any settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that such losses, damages, penalties, costs and expenses are due to the Company’s negligence.
Subject to Conditions 9.1 and 9.2, in any event the Company’s total liability for any one claim or the total of all claims arising from any one act of default on the Company’s part (whether arising from the Company’s negligence or otherwise) shall not exceed twice the amount of the price payable under this Contract.
Termination
Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:
the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [NUMBER] days of that party being notified in writing to do so;
the Buyer 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;
the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in Condition 10.1, or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
General
Entire agreement.
This Contract contains the entire agreement between the Company and the Buyer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Buyer acknowledges that it has not relied upon any statement, promise, representation, assurance or warranty (whether made innocently or negligently) made or given on behalf of the Company which is not set out in this Contract.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Nothing in this Condition shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law (subject always to clause 8.1 and save for the conditions implied by section 12 of the Sales of Goods Act 1979).
Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the consumer are not affected by these terms.
Assignment and other dealings.
The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
Confidentiality.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Condition 11.5(b).
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Condition 11.5; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance.
If any provision or part-provision of the Contract 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 Contract.
Notices.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or [[fax or] email].
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by [[fax or] email], one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Third party rights.
No one other than a party to this Contract shall have any right to enforce any of its terms.
Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
