Conditions of Sale

Jactone Products Ltd – Conditions of Sale – Revision 01082020

1. INTRODUCTION

1.1 These CONDITIONS OF SALE shall govern all contracts for the supply of Goods and/or Services by Jactone Products Limited (Jactone). Jactone is incorporated and registered in England & Wales with company number 02175235 and its registered office is at Springvale Business Park, Springvale Avenue, Bilston, West Midlands, WV14 0QL, United Kingdom.

1.2 These Conditions are important and the Buyer should consider them carefully, The Buyers attention is expressly drawn to clause 11 (Liability).

2. DEFINITIONS & INTERPRETATION

2.1 In these Conditions the following expressions shall have the following meanings:
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyer: means the person or firm who purchases the Goods and/or Services from Jactone.
Conditions: means these conditions of sale as amended from time to time in accordance with clause 5.
Contract: the contract between Jactone and the Buyer for the supply of Goods and/or Services in accordance with and subject to these Conditions.
Force Majeure Event has the meaning given to it in clause 16.1.
Goods: means any goods (or replacements therefore) and any refurbished goods together supplied to the Buyer under the Contract.
Goods Specification: means any specification for the Goods, including any relevant designs, plans or drawings, agreed in writing by the Buyer and Jactone.
Insolvency Event: shall have the meaning given in clause 18.1.2.
Non-compliant Goods: Goods not compliant with the Warranty set out in clause 9.1.
Order: means the Buyer’s order for the supply of Goods and/or Services.
Services: the services supplied (or to be supplied) by Jactone to the Buyer as set out in the Service Specification.
Service Specification: means the description or specification for the Services provided in writing by Jactone to the Buyer.
Warranty Period: means the period set out in clause 9.2.

2.2 In these Conditions the following rules of interpretation shall apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors and permitted assigns; and (c) any words following the words including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. BASIS OF CONTRACT

3.1 The Order constitutes an offer by the Buyer to purchase the applicable Goods and/or Services in accordance with these Conditions. The Order shall only be deemed to be accepted when either: (a) Jactone issues a written acceptance of the Order to the Buyer or (b) Jactone expressly verbally accepts the Order to the Buyer on the telephone or (c) Jactone commences work on the Order (whichever shall first occur) at which point and on which date the Contract shall come into existence.

3.2 Any samples, drawings, descriptive matter or advertising issued by Jactone and any descriptions of the Goods or illustrations or descriptions of the Services contained in Jactone’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

3.3 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate (including any terms or condition of purchase of the Buyer) or which are implied by law, trade custom, practice or course of dealing.

3.4 Quotations given are valid only if in writing and may be withdrawn at any time by written notice from Jactone. Unless a different period is specified on Jactone’s written quotation, a quotation is valid for 30 days from the date of issue of the quotation. Any quotation given by Jactone shall not constitute an offer.

4. CANCELLATION

4.1 The Buyer shall not have the right to cancel (terminate) a Contract without the prior written express consent of a director (or of some other authorised person) on behalf of Jactone. Whether such consent is given shall be at Jactone’s entire discretion and if such consent is given then the provisions of clause 4.2 shall apply. In the case of (a) non-standard goods manufactured specifically against a specification provided by the Buyer or (b) non-stock items purchased by Jactone specifically in relation to a Buyer’s Order, then the Buyer shall not be entitled to cancel the applicable Contract.

4.2 If Jactone agrees to the cancellation of a Contract by the Buyer then as a condition of the Buyer exercising its right to cancel then the Buyer shall: (i) promptly indemnify Jactone in full against all costs and expenses incurred by Jactone up to the time of cancellation (whether yet paid or not by Jactone) and (ii) promptly pay Jactone 20% of the price of the cancelled Contract by way of compensation.

5. VARIATION

5.1 No employee or agent of Jactone has any authority to vary these Conditions orally or to make any representations on behalf of Jactone as to their effect. All variations to these Conditions or the Contract can only be agreed in writing by a Director of Jactone.

6 PRICE

6.1 Unless otherwise specifically agreed by Jactone in writing, the price of the Goods and/or Services shall be that stated in Jactone’s applicable price list as Jactone may amend and update from time to time.

6.2 All prices for the Goods are given by Jactone on an ex-works basis unless otherwise agreed. Where Jactone agrees to deliver the Goods to the Buyer’s premises, Jactone reserves the right to make a reasonable charge for transport, packaging and insurance. Jactone shall use reasonable endeavours to give to the Buyer prior notice of any such charges.

6.3 Jactone reserves the right to vary the price of the Goods without notice to take account of any variation in the cost of materials, labour, transport, duties, taxes, change of rates or any costs whatsoever the nature between the date of the Contract and the date of delivery or completion of payment.

6.4 Payment to Jactone will always be required in Pounds Sterling, save where expressly agreed otherwise by a Director of Jactone in writing.

7 DELIVERY

7.1 Unless otherwise agreed by Jactone in writing the Buyer shall be responsible for collecting the Goods from Jactone’s premises (or such other location as may be agreed) (the Delivery Location) and the Buyer shall do so within the Collection Period; that is within 3 Business Days following the date on which Jactone notifies the Buyer that the Goods are ready for collection. Delivery of the Goods shall be completed on the Buyer (or its agent) arriving at the Delivery Location and Jactone making the Goods available for collection.

7.2 In circumstances where Jactone has agreed in writing to deliver the Goods then Jactone shall deliver the Goods to the agreed location (the Delivery Location) at any time after the Goods are ready or on a date agreed with the Buyer. Delivery of the Goods shall be completed upon the Goods arriving at the Delivery Location ready for unloading.

7.3 If (a) the Buyer fails to accept or allow delivery of the Goods by Jactone under clause 7.2 or (b) the Buyer fails to take delivery in accordance with clause 7.1 then:
7.3.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the next Business Day (the Deemed Delivery Date) following (a) the day on which Jactone attempted to effect delivery under clause 7.2 or (b) expiry of the Collection Period under clause 7.1 (as the case maybe); and
7.3.2 Jactone shall store (or arrange for a third party to store) the Goods until delivery takes place and charge the Buyer for all related costs and expenses (including transport and insurance).

7.4 If 5 Business Days pass after the Deemed Delivery Date and the Buyer has still not taken or accepted physical delivery of the Goods, then without prejudice to its other rights and remedies Jactone may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, transport and selling costs charge the Buyer for any shortfall below the price of the Goods under the Contract.

7.5 In circumstances where Jactone supplies Goods at the time of a service visit by Jactone then delivery of the Goods shall occur upon Jactone handing the Goods to the Buyer (or its agent) at the Buyer’s premises.

7.6 Delivery dates provided by Jactone are estimates only. Time of delivery by Jactone is not of the essence of the Contract. Unless otherwise stated, any delivery periods referred to by Jactone shall commence from the date of Jactone’s acceptance of the Buyer’s Order.

7.7 Jactone shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide Jactone with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. In these circumstances the Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.

7.8 Jactone may deliver the Goods under the Contract by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7.9 In the case of short delivery, Jactone may at its discretion either: (a) make good the shortfall by one or more further deliveries; or (b) reduce the Contract price by the same proportion as the shortage. In the case of excess delivery, the Buyer will notify Jactone, who will make arrangements for the excess to be returned to Jactone at Jactone’s expense. The Buyer shall not be entitled to reject any delivery on the grounds of any excess or short delivery and shall pay the Contract price or where Jactone exercises the option to reduce the Contract price proportionally, the reduced price.

8 LOSS OR DAMAGE IN TRANSIT & INSPECTION

8.1 The Buyer shall inspect the Goods immediately upon delivery and shall subject to clause 8.2 below, be deemed to have accepted the Goods as delivered.

8.2 Jactone shall not be liable for any defects, damage or shortages as at delivery unless: (a) Jactone has agreed to effect delivery to a place other than Jactone’s premises; and (b) the loss or damage occurs prior to arrival at the Delivery Location and:
8.2.1 in the case of defects or damage discoverable on reasonable inspection or shortage, the Buyer reports the issue to Jactone within 7 days of arrival at the Delivery Location; and
8.2.2 in the case of total non-arrival of the Goods this is notified to Jactone within 7 days after despatch of advice note or invoice (whichever is the earlier).

8.3 Subject always to the Buyer notifying Jactone within the timescales set out in clause 8.2 and to Jactone being satisfied that the Buyer’s claim is valid and in this regard the Buyer shall:
(a) provide such supporting evidence as Jactone may reasonably require (including as applicable statutory declarations, photographs, videos and other documentation);
(b) return the Goods in issue to Jactone at the Buyer’s own risk and expense; and/or
(c) permit Jactone (or its representatives) to inspect the Goods in issue
then as regards Goods lost or damaged in transit, Jactone shall at its option either (i) repair or (ii) replace the Goods or (iii) credit the Buyer’s account as regards the price of the Goods or (iv) refund the price of the Goods to the Buyer.

9 WARRANTY

9.1 Subject always to the provision of this clause 9 Jactone warrants that on delivery and during the Warranty Period the Goods shall (a) conform in all material respects with their Specification; and (b) be free from material defects in material and workmanship (the Warranty)

9.2 In this clause 9 “Warranty Period” shall mean either:
9.2.1 the periods specified in:
(a) Jactone Warranty Conditions for PAFSS ranges where the Contract concerns or includes products in the PAFSS range (the PAFSS Warranty Terms); or
(b) Jactone Warranty Conditions for Jactone manufactured Premium Range portable fire extinguishers where the Contract concerns or includes these products (the Premium Range Warranty Terms)
as such warranty terms and conditions for the PAFSS products and the Premium Range products are amended and updated from time to time by Jactone.
The PAFSS Warranty Terms and the Premium Range Warranty Terms shall also be deemed incorporated into the Contract and are available upon request from Jactone and published on Jactone’s website; or
9.2.2 in respect of all other Goods / products, including refurbished products (see clause 14), not falling within clause 9.2.1 above either:
(1) a period of 12 months from the date of delivery / refurbishment (as the case may be); or,
(2) if the Goods are not of Jactone’s manufacture and the manufacturer offers in respect thereof a warranty period of less than 12 months, such warranty period as shall have been specified by the manufacturer; or
9.2.3 in respect of any Goods supplied by Jactone under a warranty claim, a period not exceeding the unexpired Warranty Period on the originally supplied item.

9.3 Subject always to clause 9.4 Jactone shall at its option either (a) repair or (b) replace Non-complaint Goods or (c) credit the Buyer’s account or (iv) refund the price of the Non-compliant Goods to the Buyer if:
9.3.1 the Buyer gives notices to Jactone of Non-compliant Goods (but only where the non-compliance was existing but not reasonably discoverable upon inspection at time of delivery) by fully completing the warranty claim form QC110 (the “Warranty Notice”) during the Warranty Period and in any event this must be done within 7 days from discovery of the non-compliance; and
9.3.2 following receipt of the Warranty Notice, Jactone is satisfied that the warranty claim is valid and in this regard Jactone may (in addition to requiring completion of warranty claim form QC110) require the warranty claimant to:
(a) provide such supporting evidence as Jactone may reasonably require (including as applicable statutory declarations, photographs, videos and other documentation);
(b) return the Goods in issue to Jactone at the Buyer’s own risk and expense; and/or
(c) permit Jactone (or its representatives) to inspect the Goods in issue.

9.4 Jactone shall not be liable for the Goods’ (or as applicable any defective part or components’) failure to comply with the Warranty if one or more of the following applies:
9.4.1 any further use of is made of the Goods after the giving of the Warranty Notice;
9.4.2 the defect arises because the Buyer, its customer and/or any third party failed to follow the manufacturer’s and/or Jactone’s instructions as to the storage, handling, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
9.4.3 the defect arises as a result of Jactone following any drawing, design or specification supplied by the Buyer;
9.4.4 the Buyer, its customer or any third party modifies, alters or repairs such Goods without the written consent of Jactone;
9.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
9.4.6 accelerated deterioration resulting from injurious environmental conditions;
9.4.7 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; and
9.4.8 if the total price for the Goods has not been paid by the Buyer to Jactone by the due date for payment.

9.5 The Warranty set out in clause 9.1 does not extend to parts, materials or equipment not manufactured by Jactone, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee (if any) as is provided by the manufacturer to Jactone.

9.6 All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) are excluded from this Agreement to the fullest extent permitted by law.

10 ITEMS SUPPLIED BY THE BUYER

10.1 The Buyer shall be liable for all drawings, specification and instructions issued to Jactone with orders or pursuant to the Contract and shall indemnify and keep indemnified Jactone against all loss directly or indirectly arising out of any error in or omission from such drawings specifications and instructions, and against all costs claims demands and expenses whatsoever in respect of the infringement or possible infringement of any intellectual property rights or other third party right arising out of Jactone’s use of such drawings, specifications or instructions.

11 LIABILITY

11.1 Nothing in these conditions shall limit or exclude Jactone’s liability under a Contract for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful to exclude or restrict liability.

11.2 Subject to clause 11.1 Jactone shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profit, loss of business, loss of revenue or loss of goodwill (whether, in each case, direct or indirect loss) or (b) for any indirect or consequential loss arising under or in connection with any Contract between Jactone and the Buyer.

11.3 Subject to clauses 11.1 and 11.2 Jactone’s total liability to the Buyer as regards all other claims (whether for breach of contract, in tort (including negligence), breach of statutory duty or otherwise) under or in respect of each Contract shall not exceed 125% of the price of the Goods and/or Services the subject of the claim under the Contract in issue (but excluding always vat and delivery charges).

12 RISK & TITLE

12.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery in accordance with clause 7. Notwithstanding the passing of risk in the Goods, or any other provision of these Conditions, title to the Goods under the applicable Contract shall not pass to the Buyer until Jactone receives payment in full (in cash or in cleared funds) of: (a) all amounts and sums due under the applicable Contract; and (b) all other sums due on any other accounts or contracts whatsoever that Jactone has with the Buyer.

12.2 Until title to the Goods has passed to the Buyer, the Buyer shall:
12.2.1 store them at its own cost separately from all other goods so that they are clearly identifiable as Jactone’s property and in, or on, premises to which the Buyer is able to grant Jactone access in accordance with clause 12.4;
12.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
12.2.3 fully insure the Goods and maintain the Goods in satisfactory condition;
12.2.4 not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods;
12.2.5 notify Jactone immediately if it becomes subject to any Insolvency Event;
12.2.6 give Jactone such information relating to the Goods as Jactone may require from time to time; and
12.2.7 have the right to use and incorporate the Goods and sell them in the ordinary course of trade, but the Buyer may not use, incorporate or sell the Goods if: (a) Jactone revokes that right at any time by informing the Buyer in writing and such revocation shall take effect immediately upon receipt of such notice; or (b) on the Buyer becoming subject to an Insolvency Event.

12.3 If before title to the Goods passes to the Buyer, the Buyer becomes subject to an Insolvency Event, then, without limiting any other right or remedy that Jactone may have:
12.3.1 the Buyer’s right to resell, use or incorporate the Goods into its own products in the ordinary course of trade shall cease immediately and without any requirement for notice; and
12.3.2 Jactone may at any time thereafter: (a) require the Buyer to promptly deliver up all Goods in its possession or under its control which have not been resold; or (b) pursuant to the licence in clause 12.4, Jactone and/or its representatives may in any event enter any premises of the Buyer or of any third party where the Goods are stored in order to remove them.

12.4 The Buyer hereby grants to Jactone an irrevocable licence to enter into: (a) any premises of the Buyer used to store the Goods (whether owned, leased or licenced) and (b) any premises of any third party used to store the Goods in order for Jactone to (i) inspect the Goods and the Buyer’s compliance with the Contract; and/or (ii) to recover and sell such Goods.

12.5 If the Buyer fails to pay any sums owed to Jactone under the applicable Contract by the due date then notwithstanding Jactone’s retention of title pursuant to this clause 12 and without prejudice to any other rights or remedies it may have, Jactone shall have the right to take legal proceedings to recover all sums owed under the applicable Contract including the price payable for the Goods.

13 PAYMENT

13.1 Subject to clause 13.2 (in respect of overseas customers) and satisfactory trade, banker’s and other requisite references, and where no other terms of payment have been specifically agreed in writing, Jactone’s terms are cash payment in full to be made within 30 days after the date of invoice. In respect of the supply of Goods, Jactone shall be entitled to render an invoice at any time on or after notification that goods are ready for collection or are ready for despatch from Jactone. In respect of Services, Jactone may invoice the Buyer at any time on or after completion of the Services.

13.2 Unless otherwise specifically agreed in writing, payment as regards an export Contract shall be by proforma invoice (that is fully paid to Jactone before Jactone is obliged to dispatch) and see also clause 15 Export Terms.

13.3 Interest will be charged on all sums due under or by way of damages for breach of the contract at the rate of 5% per annum above the base rate of HSBC Bank PLC from time to time in force and shall be calculated and accrue on a day to day basis from the date on which payment fell due until payment (whether made before or after judgement has been obtained by Jactone against the Buyer).

13.4 Time for making payment shall be of the essence of the contract. Jactone may at any time, in its absolute discretion, appropriate any payment made by the Buyer in respect of Goods to such outstanding debt as Jactone thinks fit, notwithstanding any purported appropriation to the contrary of the Buyer.

13.5 Jactone shall be entitled to (a) cancel (terminate) the Contract or (b) to postpone any delivery until payment has been received in the event that Jactone has reasonable grounds to doubt the Buyer’s ability or willingness to pay on the due date.

13.6 Jactone reserves the right at any time at its discretion to demand security for payment before continuing or undertaking the performance of a Contract including as regards delivering the Goods or any instalment.

13.7 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).

13.8 The Buyer may not at any time set off or make deductions from the price payable to Jactone. If the Buyer fails to pay in full for the Goods delivered by the due date, Jactone is entitled to bring an action for the Contract price notwithstanding the property may not have passed to the Buyer pursuant to clause 12.

14 REFURBISHED GOODS

14.1 In the event that the Buyer’s order is for the refurbishment and re-supply to it of Jactone’s products, then whether Jactone undertakes such refurbishment shall be at Jactone’s entire discretion. If Jactone agrees to provide refurbishment services and (i) on receiving the units and/or (ii) during the course of undertaking the services Jactone considers that certain units cannot be refurbished then:
14.1.1 the Buyer’s order and the resulting Contract shall be deemed to have been varied to such number of units (if any) in respect of which Jactone considers can be refurbished; and
14.1.2 Jactone shall be entitled to dispose of those units of equipment which it considers cannot be refurbished at the Buyer’s cost and without any liability whatsoever to the Buyer or, if so requested by the Buyer in writing, return those units of equipment to the Buyer at the Buyer’s expense.

14.2 Without limitation Jactone shall not be obliged to refurbish units of equipment if Jactone has safety concerns and/or considers that it is not economically viable to do so. Only on PAFSS systems does Jactone attempt any system refurbishment.

14.3 The Buyer shall indemnify Jactone and keep Jactone fully and effectively indemnified against all costs, claims, demands, expenses and liabilities arising from (i) Jactone having the Buyer’s equipment in its possession prior to the commencement of the refurbishment services and/or (ii) in respect of the disposal of the equipment by Jactone as referred in clause 14.1.2 above.

15 EXPORT TERMS

15.1 Where the Goods are supplied by way of export from the United Kingdom (UK) then the following provisions of this clause 15 shall apply:
15.1.1 the latest version of the ‘Incoterms’ of the International Chamber of Commerce in force at the time when the Contract is made shall apply so far as they are not inconsistent with these terms and, unless otherwise agreed in writing, the Goods are supplied ex-works Jactone’s UK business premises;
15.1.2 where the Goods are sent by a route including sea transport Jactone shall be under no obligation to give a notice under Section 32(3) of the Sale of Goods Act 1979;
15.1.3 Jactone shall not be liable for death or personal injury arising from the use of the Goods delivered in the territory of another state (within the meaning of Section 26(3)(b) Unfair Contract Terms Act 1977);
15.1.4 the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the
Goods into the country of destination and for the payment of any customs or duties thereon;
15.1.5 Prior to the dispatch of the Goods Jactone shall not be responsible for arranging testing and inspection of the Goods nor shall Jactone be responsible for any product conformity assessments costs or the costs of third party inspectors (unless otherwise expressly agreed in writing by Jactone) and the Buyer shall be responsible for arranging the testing and inspection of the Goods at Jactone’s premises before shipment and all the related costs of the same; in this regard Jactone shall not be liable for any defect in the Goods which would be apparent on inspection unless a claim is made by the Buyer or its representative before shipment. Jactone shall have no liability for any claim in respect of any defect in the Goods made after shipment or in respect of any damage during transit; and
15.1.6 unless otherwise specifically agreed in writing by Jactone payment of all amounts due to Jactone under a Contract shall be made against a Proforma Invoice; that is fully paid to Jactone by the Buyer before Jactone is obliged to dispatch the Goods from Jactone’s premises.

16 FORCE MAJEURE

16.1 Force Majeure Event means the occurrence any circumstance not within Jactone’s reasonable control including, without limitation any one or more of the following: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; and (i) interruption or failure of utility service.

16.2 If Jactone is prevented, hindered or delayed in or from performing any of its obligations under a Contract by a Force Majeure Event, then it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of Jactone’s obligations shall be extended accordingly. Jactone shall notify the Buyer as soon as reasonably practicable after a Force Majeure Event has occurred.

16.3 Should a Force Majeure Event continue for more than three months either party may (subject always to Jactone repaying to the Buyer any advance payments made for undelivered goods and the Buyer paying the Contract Price for Goods delivered) cancel the Contract without further liability to the other.

17 SUPPLY OF SERVICES

17.1 Jactone shall supply the Services to the Buyer in accordance with the Service Specification in all material respects. Jactone warrants to the Buyer that the Services will be provided using reasonable care and skill.

17.2 Jactone shall use all reasonable endeavours to meet any performance dates for the Services that it may refer to but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

17.3 Jactone reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Jactone shall notify the Buyer in any such event.

18 TERMINATION

18.1 Without affecting any other right or remedy available to it, Jactone may terminate the Contract with immediate effect by giving written notice to the Buyer if one or more of the following occur:
18.1.1 the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 Business Days after receipt of notice in writing to do so; or
18.1.2 an Insolvency Event occurs in relation to the Buyer, that is the Buyer takes any step or action in connection with one or more of the following: 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.

18.2 Without affecting any other right or remedy available to it, Jactone 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.

18.3 Without affecting any other right or remedy available to it, Jactone may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and Jactone if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the Insolvency Event or Jactone reasonably believes that the Buyer is about to become subject to any of them.

19 GENERAL

19.1 Notices: Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other commercial courier delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received if (a) delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (b) if sent by pre-paid first-class post or commercial courier service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service. A notice given under the Contract is not valid if sent by email but the parties may exchange day to day correspondence by email.

19.2 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 19.2 shall not affect the validity and enforceability of the rest of the Contract.

19.3 Waiver: No waiver of any of Jactone’s rights under the contract shall be effective unless in writing signed by a director or other authorised person on behalf of Jactone. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of Jactone’s rights in relation to different circumstances or the recurrence of similar circumstances

19.4 Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

19.5 Third party rights: A Contract shall not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Contract.

19.6 Law & Jurisdiction: English Law shall govern construction and operation of the contract and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

19.7 Resale: The Buyer shall not without Jactone’s prior written permission resell any Goods supplied under the Contract in respect of which any label, trade mark, instructions or logo has been altered, obscured or removed.

Jactone Products Ltd – Conditions of Sale – Revision 08122023