These terms of business ("Terms") apply to all contracts between you (either an individual or a single legal entity) and Jack Sealey Ltd (a company registered in England and Wales with company number 01329173 whose registered office is at 820 The Crescent, Colchester Business Park, Colchester, Essex CO4 9YQ) ("we", "us" or "our") for the sale and purchase of our products, to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1. About You and Us
1.1. We arrange for the manufacture and distribution of tools designed for the professional user ("Goods").
1.2. You will be a stockist of our Goods and hold a dealer account with us unless you are an end user to whom we supply spare parts for product servicing.
2.1. Your order constitutes an offer by you to purchase those Goods set out in your order in accordance with these Terms. You shall ensure that your order is complete and accurate. You shall only order Goods for re-sale.
2.2. Your order shall only be deemed to be accepted when we issue written acceptance of the order, or deliver the Goods set out in the order, at which point the contract for the sale and purchase of those Goods on these Terms (the "Contract") shall come into existence.
2.3. The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf that is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures, websites, or on our B2B website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between you and us for the sale of the Goods.
2.4. A quotation for the Goods given by us shall not constitute an offer.
2.5. We operate a back order policy and do not operate a supply or cancel system. We do not supply goods on approval. We request dealers who mis-order Goods or have Goods from lost orders to keep such Goods in stock.
2.6. If you send an order for Goods which are on a promotion without indicating which promotion you require the Goods to be supplied from, we will apply the lowest price for that ordered quantity from our system – even if this should trigger the supply of an additional free item.
2.7. It is the customer's responsibility to ensure that the appropriate measures are in place to prevent unauthorised staff placing orders and making enquiries with us. All our telephone calls are recorded. We are able to make rudimentary checks relating to post code and account code. We accept no responsibility for verbal or written orders which are fraudulent. Our sales department will always ask for an order number or a name to go on an order. It is the customer's responsibility to ensure that the order number and the format of the order number given is correct. Payment for disputed orders may not be withheld because the order does not have the correct order number on it.
2.8. All returns to us of Goods we have supplied must be authorised by us in advance. Handling charges will be applied on any correctly supplied order returned for authorised credit at 20% of the value of the Goods returned subject to a minimum total handling charge of £20.00. You will be responsible for the return freight costs. Unauthorised returns will not be accepted by us and will be returned to you at your cost.
3. Service Charge Terms and Express Delivery
3.1. We will deliver the Goods to the address given by you in your dealer account application or such other location as we may agree with you ("Delivery Location").
3.2. Our standard delivery is 3-5 working days from the date of your order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
3.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
3.4. The Delivery is effected when the Goods are delivered to the boundary of the Delivery Location. We make no provision or guarantee to place or install the Goods on or inside the premises in a particular location. Heavy Goods (Goods over 75Kg) may require handling assistance from the distributor or customer to off load at the Delivery Location. Once removed from the vehicle and subject to inspection and acceptance of the Goods, the delivery is complete. In the event that the Delivery cannot be effected due to the failure of the Delivery Location to provide adequate provision for handling we reserve the right to charge the account holder for aborted costs.
3.5. The prices for carriage of Goods and the thresholds of Service Charge free deliveries are shown in the current Terms of Business and Service Schedule and are subject to change. 30 days' notice of changes to Service Charge terms will be given in writing.
3.6. Orders delivered to a non-account holder address incur an additional delivery charge based on the weight and/or value of the order to that address. They may not be considered to be Service Charge free as part of an order to another address.
3.7. All orders delivered to a non-account holder address will incur a direct delivery surcharge regardless of order value or weight. Please consult the current Terms of Business and Service Schedule for details of this surcharge.
3.8. We shall not be liable for any delay in delivery of, or failure to deliver, the Goods that is caused by a Force Majeure Event (defined below) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.9. On occasions, it may not be possible to deliver the Goods you have ordered. Our liability for any failure to deliver the ordered Goods shall be limited to supplying replacement Goods within a reasonable time or issuing a credit note for the price of the undelivered Goods against any invoice raised for such Goods.
3.10. If you fail to accept the Goods upon delivery, we will return the Goods to our stock and may resell or otherwise dispose of part or all of the Goods. If the Goods have been rejected on delivery without our agreement, then you will be liable for the outward and return freight charges plus a 20% handling charge subject to a minimum total handling and freight charge for rejected deliveries of £20.00.
3.11. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
3.12. A pre-booked delivery service is available at our discretion. A booking charge will be made for this service and any additional costs associated with achieving the required delivery time will be added to the Service Charge. The current cost per booking is £30 plus freight cost.
3.13. If on delivery to you there is no apparent loss or damage and the Goods are signed for, you have until 5pm on the next working day to notify us verbally of any loss or damage found after delivery and you must follow up with a claim in writing within 7 days of delivery. Any such claims must include the full name of the person you first advised verbally of such loss or damage.
3.14. We deliver only to the UK or country of the account holder. We do not quote or despatch orders from UK based account holders directly for export.
4. Warranty Statement
4.1. Our Warranty is that on delivery and for the relevant Warranty Period (set out below) the Goods shall be free from material defects in design, material and workmanship.
4.2. Warranty Period:
4.2.1. Our general warranty period is 12 months from the date of sale by you of one or more of the relevant Goods to an end user ("Your Customer") (unless otherwise indicated).
4.2.2. Other warranties include:
• Hand Tools (Premier & Siegen): Lifetime
• All Steel Vices: 5 Years* (2 Years* for economy versions) from the date of sale to Your Customer
• Extra Heavy-Duty SG Iron Professional Mechanic's Vices: Lifetime
• Welding Transformers: 3 Years* from the date of sale to Your Customer
• Premier Air Tools: 2 Years* from the date of sale to Your Customer
*1st Year unconditional, subsequent years conditional on registration with us by Your Customer.
4.3. Subject to the Exceptions set out below, if you notify us during the relevant Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with Our Warranty, we shall, at our option, repair or replace the individual faulty component of the Goods, or refund the price of the faulty Goods in full. In order to be validated a proof of purchase (invoice or receipt) and a proof of the date of supply to Your Customer must be supplied to us with any returned item where it is claimed that some or all of the Goods do not comply with Our Warranty. This clause sets out the extent of our liability in relation to any breach of Our Warranty.
4.4.1. We will not be liable for Goods' failure to comply with our Warranty if the fault arises:
4.4.2. as a result of fair wear and tear, abuse or misuse of the Goods, modifications, wilful