Terms and Conditions

JEYES LIMITED - TERMS AND CONDITIONS OF SALE

Unless otherwise agreed in writing by Jeyes Ltd and/or its subsidiaries (the “Seller”), each of the Seller’s contracts for the supply (“Contract”) of goods (the “Goods”) is subject to these terms and conditions (“Conditions”) to the exclusion of all other terms and conditions (including any terms or conditions stipulated by the buyer of the Goods (the “Buyer”)) and of any representations, warranties or communications not expressly incorporated herein. The Buyer shall, in placing an order for Goods, be deemed to have accepted these Conditions in their entirety.

1. ORDERS: No order shall result in a binding Contract unless and until the Seller has expressly accepted it in writing or fulfilled it by delivering the Goods.

2. PRICES: (a) Prices in respect of any given Contract apply only to the total quantities of Goods and the delivery rates for normal delivery services specified by the Seller from time to time. Additional costs incurred by the Seller on account of any alteration made at the Buyer’s request to quantities, normal delivery services, delivery dates or location, specifications or otherwise shall be borne by the Buyer. (b) All prices are subject to alteration without notice and all Goods will be invoiced at the prices ruling on the date of despatch of Goods to the Buyer by the Seller. (c) All prices are subject to VAT (or any similar sales tax) at the standard rate.

3. TERMS OF PAYMENT: The Seller reserves the right to require payment in cash on or before delivery, or on other terms or as stated on the face of the invoice. Subject thereto and to condition 9, payment is due not later than 30 days after the date of invoice without any deduction or set-off, unless as otherwise agreed in writing by the Seller. Time for payment shall be of the essence. Prompt payment is a condition precedent to further deliveries under any order whatsoever and (without prejudice thereto) the Seller reserves the right to charge the Buyer interest at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc on all or any accounts overdue, such interest accruing on a daily basis and payable without deduction of tax.

4. DELIVERIES: (a) Delivery of the Goods shall take place at the Buyer’s invoice address (or such other address as may have been notified in writing to the Seller at the time of or before the relevant order); (b) For all deliveries made to the Buyer’s premises the Buyer must provide safe and suitable (i) access from a public road; (ii) manual labour and mechanical assistance for unloading the Goods; and (iii) bulk storage facilities which also comply with all statutory, local or other requirements; and the Buyer will indemnify the Seller against all third party claims and/or costs and expenses and any other loss incurred by the Seller arising from any failure by the Buyer to make such provisions; and (c) Delivery dates for Goods specified by the Seller are approximate only and time of delivery shall not be of the essence. At the discretion of the Seller deliveries may be made in instalments. Any delay in delivery howsoever caused shall not give rise to any liability on the Seller.

5. LOSS OR DAMAGE IN TRANSIT/LOST OR DAMAGED GOODS: Where the price for the Goods includes delivery, the Seller will at its option replace free of charge or credit the price of any Goods which the Buyer can establish, were lost or damaged in transit provided that the Buyer notifies the carriers and the Seller in writing of such loss or damage within twenty-four hours of delivery. In the event that the Goods delivered are faulty or there is a delivery discrepancy, the Buyer agrees that the Seller’s Returns Policy of which the Buyer has full knowledge, shall apply. The Seller’s Returns Policy is available online at www.jeyes.co.uk. A copy can be obtained from the Seller by email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it , or by telephone: 44 1842 757575; or for Jeyes Professional Buyers: www.jeyesprofessional.co.uk ; email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it or telephone: 44 1772 318318. Unless and until the Seller is satisfied, after inspection, that damage to items was caused by defective Goods, the Seller shall not be liable to reimburse the Buyer any sums paid by the Buyer to its customers.

6. RISK/TITLE: The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: (a) The Goods; and, on termination of the Contract (b) all other sums which are due to the Seller from the Buyer on any account. Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller’s bailee; (b) store the Goods separately from all other goods of the Buyer; and (c) maintain the Goods in a satisfactory condition and keep them insured on the Seller’s behalf. If any of the circumstances in condition 9, giving the Seller the right to terminate, arise, the Buyer agrees that the Seller shall be entitled to enter any premises on which the Goods are stored and repossess any Goods ownership of which has not transferred to the Buyer.

7. LIABILITY: (a) The Seller’s total liability whether in contract, tort, negligence, breach of statutory duty or otherwise shall (other than for death or personal injury resulting from the Seller’s negligence or for fraud or in any other circumstances where the Seller’s liability may not be limited under any applicable law) be limited to the replacement or, at the Seller’s option, reimbursement of the full purchase price of any Goods which the Buyer shows, to the satisfaction of the Seller, as being defective by reason of faulty manufacture or materials. All warranties, conditions or other terms imposed or implied by statute or common law are, to the fullest extent permitted by law, hereby expressly excluded. Save as provided for in this condition, all liability (whether in contract, tort, negligence, breach of statutory duty or otherwise) for any loss or damage arising from the Goods or under these Conditions, whether direct, indirect or consequential (however arising) is hereby expressly excluded. (b) The Seller shall be entitled to change or modify the specification for any Goods without incurring any liability whatsoever to the Buyer. (c) The Buyer shall indemnify the Seller against all claims for personal injury, loss or damage to property brought against the Seller by third parties or the Buyer arising from the delivery, storage or use of the Goods unless such injury, loss or damage is solely attributable to the negligence of the Seller, the Seller’s employees or agents. (d) The Buyer shall be responsible for compliance with all relevant laws and regulations and for obtaining and maintaining at its expense any necessary authorisations and permits for the storage, transit, sale or use of the Goods and the Buyer shall ensure the Goods are at all times labelled used and stored in such a way as to ensure the safety that a person is entitled to expect from the Goods or the way in which it is stored. (e) The Buyer acknowledges and agrees that it has neither relied upon nor been induced to enter into any Contract with the Seller by any statement or representation made by or on behalf of the Seller.

8. FORCE MAJEURE: The Seller shall not be liable for any failure or delay in performance of any contract if and so long as such performance is prevented or hindered by circumstances of any kind whatever outside the Seller’s reasonable control.

9. TERMINATION: The Seller may give notice in writing to the Buyer terminating any Contract with immediate effect if: (a) the Buyer commits any material breach of any of these Conditions and that breach (if capable of remedy) is not remedied within 30 days of notice being given requiring it to be remedied; (b) an order is made or a resolution is passed for the winding-up of the Buyer or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the Buyer or a receiver/manager or administrative receiver is validly appointed in respect of all or any of the Buyer’s assets or undertaking or circumstances arise which may cause any of the foregoing or the Buyer takes or suffers any similar or analogous action in consequence of debt; or (c) the Buyer ceases, or threatens to cease, to carry on business. In such circumstances, all amounts payable by the Buyer to the Seller under any contract whatsoever shall become due and payable immediately.

10. ASSIGNMENT: The Buyer may not assign his or its rights hereunder in whole or in part without the Seller’s prior written consent.

11. NOTICES: Notice given under these Conditions shall be in writing, sent for the attention of the person, and to the relevant party’s registered office address (or such other address or person as the relevant party may notify to the other party) and shall be delivered either: (i) personally; (ii) by courier; (iii) by pre-paid, first-class post, recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, and in the case of pre-paid first class post, recorded delivery or courier, 48 hours from the date of posting and, if deemed receipt under this condition 11 is not within working hours (meaning normal working hours on a normal business day in England and Wales), at the commencement of normal working hours on the first business day following delivery. To prove service, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.

12. ADVERTISING: The Buyer shall not use the Seller’s name, trade marks or refer to any Goods in any promotions, literature, publications or advertising material, without the Seller’s prior written consent.

13. CONFIDENTIALITY: The Buyer shall treat all details, specifications or information it may receive relating to the Seller, its Goods, patents, formulations, intellectual property, business or affairs as confidential, and shall not disclose the same to any third party without the prior written consent of the Seller.

14. TRADING ENTITY: Where the Buyer consists of two or more parties such expression throughout shall mean and include such two or more parties and each or any of them. All obligations on the part of such Buyer shall be deemed to be joint and several obligations of such parties. The Buyer shall forthwith notify the Seller of any change to the Buyer’s name, legal structure or address.

15. VARIATION: These Conditions may be varied by the Seller at any time, provided such variation is in writing and signed by an authorised officer of the Seller.

16. SERVICE OF DOCUMENTS: Service of documents to the Seller shall be accepted during normal office hours at its registered office of: Tennyson House, Cambridge Business Park, Cambridge, Cambridgeshire, CB4 0WZ England, or at any other address it may from time to time advise.

17. GOVERNING LAW AND JURISDICTION: These Conditions shall be construed and take effect in all respects in accordance with the laws of England and each party agrees to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter (including any non-contractual claim or matter) arising under these Conditions.