TERMS & CONDITIONS
JRM Holdings Limited T/A KBR Conveyor Sections
Standard Terms and Conditions of Sale
1. Definitions
1.1 The Company: Refers to JRM Holdings Limited.
1.2 The Customer: Refers to any person, firm, or company that contracts with the Company for the purchase of goods or services.
1.3 The Goods: Refers to the products of any kind manufactured or sold by the Company.
1.4 The Services: Refers to work of any kind carried out by the Company.
2. Conditions Applicable
2.1 These conditions apply to all contracts for the sale of goods or services by the Company to the Customer, excluding all other terms and conditions, including those the Customer may apply under any purchase order, confirmation of order, or similar documents.
2.2 All orders for goods or services are considered offers by the Customer to purchase under these conditions.
2.3 Acceptance of delivery of goods or services is conclusive evidence of the Customer’s acceptance of these conditions.
2.4 Any variations to these conditions, including special terms or conditions agreed between the parties, are inapplicable unless agreed in writing by a director of the Company.
2.5 If the information provided by the Customer differs from that on which the quotation was based, the Company may adjust the price and delivery date accordingly.
3. Description
3.1 The description of the Goods is as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications, and advertising issued by the Company are for approximate purposes only and do not form part of this contract.
3.3 The Goods are sold as standard products without electrical plugs.
3.4 Goods descriptions and specifications are approximations and subject to change without notice.
3.5 Unless expressly stated, the Goods are sold crated and unassembled, without tooling, transport, assembly, installation, placement, positioning, connection to power supplies, and/or training.
3.6 If assembly, tooling, transport, placement, positioning, connection to power supplies, or training is required, it must be expressly agreed in writing and subject to a separate price agreement.
4. The Price and Payment
4.1 The price of the goods or services is as quoted by the Company, binding if the Customer accepts the quotation within 30 days.
4.2 The price is exclusive of VAT, which is due at the rate ruling on the date of the Company’s invoice. Time for payment is essential.
4.3 The Customer must pay a non-refundable deposit as required by the Company upon placing an order, with the balance due prior to delivery of the Goods or completion of the Services. Interest of 8.5% over HSBC Bank’s rate is payable on overdue amounts.
4.4 The price excludes tooling, transport, assembly, installation, placement, positioning, connection to power supplies, and training unless purchased additionally.
5. Warranties & Representation
5.1 The Buyer must disclose the intended use of the Goods to the Company. Absent such disclosure, the Company assumes the Buyer deems the Goods suitable. If required for a particular purpose, this must be stated prior to purchase.
5.2 The Buyer must provide all services, suitable working space, and power supplies to bring the Goods into service in compliance with current Health and Safety legislation.
5.3 Compliance with Provision and Use of Work and Equipment Regulations (PUWER) is the Buyer’s responsibility.
5.4 The Company warrants that upon delivery, and for 12 months from the invoice date, the Goods will be of satisfactory quality. Warranty provisions are determined case by case by the Company.
5.5 The Buyer must operate and maintain the machine as outlined in the user manual. Failure to do so voids the warranty.
5.6 The Company is not liable for warranty breaches unless:
- 5.6.1 The Buyer notifies the Company in writing of the defect within a reasonable time.
- 5.6.2 The Company is given a reasonable opportunity to examine the Goods.
5.7 The Company is not liable for warranty breaches if:
- 5.7.1 The Buyer continues using the Goods after notifying of the defect.
- 5.7.2 The defect arises from the Buyer’s failure to follow the Company’s instructions.
- 5.7.3 The defect results from ordinary wear and tear.
- 5.7.4 The Buyer alters or repairs the Goods without the Company’s written consent.
5.8 The warranty excludes:
- 5.8.1 Conveyor Belting and Consumable Parts.
- 5.8.2 Machine maintenance, adjustments, and setups.
- 5.8.3 Damages or consequential losses.
5.9 Trials or demonstrations do not guarantee exact production times or accuracy.
5.10 Subject to Conditions 5.2 and 5.3, if Goods do not conform with the warranty, the Company will repair, replace, or refund at its discretion.
5.11 If the Company complies with Condition 5.4, it has no further liability.
5.12 Replaced Goods belong to the Company, and replacement Goods are guaranteed for the unexpired portion of the warranty.
5.13 All warranty work must be approved by the Company.
5.14 Electrical components and gearboxes carry a one-year replacement warranty from the manufacturer, excluding labor or shipping costs.
5.15 Problem resolution will be addressed case by case by the Company’s technicians.
6. Returns
6.1 The Company must authorize returns in writing.
6.2 Special made-to-order rollers and general orders are non-refundable and non-returnable.
6.3 Returned Products must be received by the Company within 30 days of shipment.
6.4 A 35% restocking charge applies to all returns.
6.5 Repayments will be made after inspection, and any damage due to the Buyer’s negligence will be deducted.
7. Limitation of Liability
7.1 Subject to Condition 5, this Condition sets out the entire financial liability of the Company.
7.2 All implied warranties and conditions are excluded to the fullest extent permitted by law.
7.3 Nothing in these Conditions limits liability for death or personal injury caused by negligence or for fraudulent misrepresentation.
7.4 Subject to Conditions 7.2:
- 7.4.1 The Company’s total liability is limited to the invoiced amount.
- 7.4.2 The Company is not liable for indirect or consequential loss or damage.
8. Delivery of the Goods
8.1 Delivery times are estimates only, and time is not of the essence except for payment.
8.2 Delivery times start from the receipt of payment and order details.
8.3 Delays do not entitle the Customer to cancel the order.
8.4 Goods or services may be delivered in instalments as per an agreed schedule.
8.5 Failure to pay for any instalment allows the Company to suspend further deliveries or treat the contract as repudiated.
8.6 The Customer must obtain necessary import licenses and clearances.
8.7 The Company is not liable for any loss or damage due to delivery delays.
8.8 Goods delivered to the Company’s address are at the Customer’s risk. Storage costs may apply for uncollected goods.
8.9 Carriage and insurance costs are reimbursed by the Customer.
9. Damage, Shortage, and Loss
9.1 The Customer must notify the Company within three days of delivery of any damage, shortage, or loss.
9.2 Any visible damage must be stated on the delivery documentation.
9.3 The Company is not liable for consequential loss from damage or shortage.
10. Defects
10.1 The Customer must notify the Company within seven days of receipt of any defects.
10.2 If the Company accepts the claim, it may rectify the defect or credit the Customer.
10.3 The Customer may not charge the Company for defect rectification without written agreement.
10.4 The Company will dispatch rectified goods carriage paid.
11. Acceptance of the Goods or Service
11.1 The Customer is deemed to have accepted the goods or service seven days after delivery.
11.2 After acceptance, the Customer cannot reject the goods or service.
12. Title and Risk
12.1 Title and risk pass to the Customer upon delivery or collection.
12.2 Goods remain the Company’s property until fully paid.
12.3 The Customer must store the goods separately and clearly identified as the Company’s property.
12.4 The Customer may sell the goods in the ordinary course of business but must hold proceeds in trust for the Company.
12.5 The Company can recover the price even if the property has not passed to the Customer.
12.6 Upon request, the Customer must deliver up unpaid goods. The Company may repossess goods if the Customer fails to comply.
12.7 The Customer must not pledge the goods as security. If done, all sums owing to the Company become due immediately.
12.8 The Customer must insure the goods against all risks until the property passes.
13. Liability
13.1 The Company is not liable for any direct or indirect costs, damages, or expenses relating to property, injury, or loss, except as mandated by law.
13.2 The Company’s liability is limited to the purchase price under the contract.
13.3 Acceptance of goods by the Customer nullifies further liability.
13.4 Illustrations and specifications are for reference only and do not form part of the contract.
14. Delivered Quantity
14.1 The Company reserves the right to over or under deliver by 5% of the quoted quantity, except for batches of 20 or less, where one item may vary. The Company will invoice accordingly.
15. Intellectual Property
15.1 The specifications and designs of the goods remain the Company’s property. Customer-supplied designs must not infringe third-party rights.
15.2 The Customer indemnifies the Company against all liability for infringement of patents or other intellectual property.
15.3 The Customer must not alter, deface, reproduce, or use the Company’s trademarks.
15.4 All Company-supplied drawings and documents are confidential and for use only with the specified components.
16. Customer Drawings
16.1 The Company is not responsible for inaccuracies in Customer-supplied drawings.
16.2 The Customer indemnifies the Company against all claims arising from erroneous drawings.
17. Insolvency or Other Default of the Customer
17.1 If the Customer fails to make payment or commits a breach, the Company may:
- 17.1.1 Suspend future deliveries or terminate the contract.
- 17.1.2 Exercise any rights under clause 12.
18. Set Off and Counterclaim
18.1 The Customer cannot withhold payment due to any set-off or counterclaim.
19. Back Orders
19.1 The Company is entitled to a general lien on all goods of the Customer for unpaid amounts.
20. Subcontracting
20.1 The Company may license or subcontract its rights and obligations without the Customer’s consent.
21. Force Majeure
21.1 The Company is not liable for defaults due to events beyond its control, including acts of God, war, strikes, fire, flood, and other unforeseen events.
22. Notices
22.1 Notices must be in writing and served by first-class post, hand, or facsimile to the Company’s or Customer’s registered office or principal place of business.
23. Proper Law of the Contract
23.1 This contract is subject to the laws of England and Wales.