Terms And Condtions

1.            These Conditions

1.1          These Conditions set out the terms and conditions on which we will supply our Goods to you. Please read these terms carefully. These Conditions also set out who we are, how we will provide the Goods to you, how either party may end the Contract and other important information.

2.            Who we are and how to contact us

2.1          We are J. Medler Limited (referred to as “we”, “us”, “J Medler” in these Conditions) a company incorporated and registered in England and Wales with company number 01104519. Our address is Fir Covert Road, Felthorpe, Norwich, Norfolk, NR10 4DT and our registered VAT number is 106371888.

2.2          Our contact telephone number is 01603 260252 and our email address is sales@jmedler.co.uk.

2.3          If we need to contact you we will do so by telephone or by writing to you using the email or postal address provided to us by you.

3.            Interpretation

3.1          Definitions:

Account: the Customer’s trade account with J Medler.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.3.

Consumer: an individual acting for purposes outside their trade, business or profession.

Contract: the contract between J Medler and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer/you: the person or firm who purchases the Goods from J Medler.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods whether made at our premises, by telephone, through J Medler’s website, or through any other means permitted by J Medler.

3.2          Interpretation:

(a)        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.

(b)        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.

(c)        a reference to writing or written includes emails.

4.            Basis of contract

4.1          The Contract shall comprise these Conditions (and any other conditions agreed in writing by J Medler) to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4.2          The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

4.3          Where J Medler provides an estimate of the quantity of Goods required from a plan or specification provided by the Customer, the Customer shall remain entirely responsible for reviewing J Medler’s estimate and ensuring that any subsequent Order placed by the Customer is accurate and sufficient for its purposes. J Medler shall accept no liability in connection with any such estimate provided or any liability that may arise from the Customer’s failure to submit an accurate Order.

4.4          In the event that the Customer requires the Goods to comply with a specification, such specification shall be provided to J Medler at the time the Customer submits the Order and this shall be subject to J Medler’s acceptance.

4.5          The Order shall only be deemed to be accepted when J Medler issues an acceptance of the Order, at which point the Contract shall come into existence (“Commencement Date”).

4.6          The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

4.7          Any samples, drawings, descriptive matter or advertising produced by J Medler and contained in J Medler’s catalogues, brochures or website are illustrative only and 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.

4.8          A quotation for the Goods given by J Medler shall not constitute an offer and may be revised at any time prior to the Commencement Date. A quotation shall only be valid for a period of 14 days from its date of issue.

4.9          In the event that the Customer wishes to add additional Goods to the Order after the Commencement Date, such additions shall be treated as a separate Order and these Conditions shall apply to that Order separately.

5.            Goods

5.1          The Goods are described in J Medler’s catalogue or website or any other description provided by J Medler.

5.2          J Medler reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

6.            Delivery

6.1          J Medler shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).

6.2          The Customer shall specify within the Order whether you will collect the Goods from our premises or you require the Goods to be delivered.

6.3          Where the Customer has specified within the Order that the Goods are to be delivered, we shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) within the quoted time for delivery, as communicated to the Customer prior to making the Order, if it is reasonably practicable to do so and subject to clause 6.8.

6.4          The Customer shall ensure that the Delivery Location:

(a)        can be accessed by roads which are suitable for the delivery and transport of heavy loads; and

(b)        is a ground floor location.

6.5          J Medler will deliver the Goods to the exterior of the Delivery Location and the Customer will be responsible for unloading and transferring the Goods to a separate location without unreasonable delay if necessary.

6.6          Where the failure of the Customer to provide a Delivery Location in compliance with clause 6.4, or the Customer’s action or omission, causes unreasonable delay during a delivery J Medler shall be entitled to invoice the Customer for such additional charges as may be reasonable in the circumstances.

6.7          Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

6.8          Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. J Medler shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, the Customer’s failure to comply with clause 6.4, or the Customer’s failure to provide J Medler with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.9          If the Customer fails to take delivery of the Goods on the quoted date for delivery, then, except where such failure or delay is caused by a Force Majeure Event or J Medler’s failure to comply with its obligations under the Contract:

(a)        J Medler shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and

(b)        J Medler shall arrange alternative delivery within 30 days of the failed delivery and the costs of such delivery shall be borne by the Customer.

6.10       J Medler may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.11       J Medler will not provide any unpacking, fitting or waste removal services unless otherwise agreed in writing.

7.            Packaging

7.1          Where the packaging of the Goods on delivery includes wooden pallets, the Customer shall be permitted to return such pallets to J Medler in an undamaged condition (in J Medler’s reasonable opinion) within 3 months’ of the delivery date and J Medler will apply credit to the Customer’s Account at J Medler’s usual rate for each pallet returned.

8.            Licences and Consents

8.1          The Customer shall be solely responsible for ensuring that it has obtained all necessary licences or consents under any applicable law or regulation for the acquisition, storage or use of the Goods.

9.            Quality

9.1          J Medler warrants that on delivery, the Goods shall:

(a)        conform in all material respects with their description;

(b)        be free from material defects in design, material and workmanship;

(c)        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)        be fit for any purpose held out by J Medler.

9.2          Subject to clause 9.3, if:

(a)        the Customer gives notice in writing to J Medler within 72 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 9.1;

(b)        J Medler is given a reasonable opportunity of examining such Goods; and

(c)        the Customer (if asked to do so by J Medler) returns such Goods to J Medler’s place of business, at our cost, or allows J Medler to collect the Goods from the Delivery Location,

J Medler shall, at its option, repair or replace the defective Goods, refund the price of the Goods by way of credit to the Customer’s Account, or refund the price of the defective Goods in full.

9.3          J Medler shall not be liable for the Goods’ failure to comply with the warranty set out in clause 9.1 in any of the following events:

(a)        the Customer makes any further use of such Goods after giving notice in accordance with clause 9.2;

(b)        the defect arises because the Customer failed to follow J Medler’s oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)        the defect arises as a result of J Medler following any drawing, design or specification supplied by the Customer;

(d)        the Customer alters or repairs such Goods without the written consent of J Medler;

(e)        the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(f)         the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(g)        the Customer fails to pay any sum due under the Contract by the due date for payment.

9.4          Except as provided in this clause 9, J Medler shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.

9.5          The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

9.6          These Conditions shall apply to any repaired or replacement Goods supplied by J Medler.

9.7          Nothing in these Conditions affects the statutory rights of Consumers.

10.          Title and risk

10.1       The risk in the Goods shall pass to the Customer on collection or completion of delivery.

10.2       Title to the Goods shall not pass to the Customer until J Medler receives payment in full (in cash or cleared funds) for the Goods and any sums due under the Contract in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

10.3       Until title to the Goods has passed to the Customer, the Customer shall:

(a)        store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as J Medler’s property;

(b)        not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)        maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)        notify J Medler immediately if it becomes subject to any of the events listed in clause 12.1; and

(e)        give J Medler such information relating to the Goods as J Medler may require from time to time.

10.4       If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1, then, without limiting any other right or remedy J Medler may have, J Medler may at any time:

(a)        require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(b)        if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

11.          Price and payment

11.1       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 J Medler’s published price list in force as at the date of delivery.

11.2       Where the Goods are incorrectly priced in J Medler’s published price list or in the price set out in the Order, we will endeavour to inform you prior to accepting the Order.

11.3       Where the Goods’ correct price at the date of the Order is less than the stated price at such date, we will charge the lower amount. If the Goods’ correct price at the date of the Order is higher than the price stated to you, we will contact you for your instructions before we accept the Order.

11.4       If we accept the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require the return of any goods provided to you.

11.5       The price of the Goods:

(a)        excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to J Medler at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)        excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

11.6       J Medler may invoice the Customer for the Goods on or at any time after the completion of delivery.

11.7       The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated unless otherwise agreed in writing. Payment shall be made to the bank account nominated in writing by J Medler. Time for payment is of the essence.

11.8       If the Customer fails to make any payment due to J Medler under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

11.9       Where the Customer is not a Consumer, the Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). J Medler may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by J Medler to the Customer.

12.          Termination

12.1       Without limiting its other rights or remedies, J Medler may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a)        the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b)        the Customer 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;

(c)        the Customer is subject to any bankruptcy petition, application or order, or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)        the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(e)        the Customer’s financial position deteriorates to such an extent that in J Medler’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.2       Without limiting its other rights or remedies, J Medler may suspend provision of the Goods under the Contract, suspend the Customer’s Account, or suspend any other contract between the Customer and J Medler if the Customer becomes subject to any of the events listed in clause 12.1(a) to clause 12.1(e), or J Medler reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3       Without limiting its other rights or remedies, J Medler may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

12.4       On termination of the Contract for any reason the Customer shall immediately pay to J Medler all of J Medler’s outstanding unpaid invoices and interest.

12.5       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.

12.6       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.

13.          Limitation of liability

If you are not a Consumer:

13.1       Subject to clause 13.4 if the Customer is not a Consumer J Medler shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

If you are a Consumer:

13.2       If the Customer is a Consumer, J Medler shall be responsible to the Customer for foreseeable loss and damage caused by J Medler. If J Medler fails to comply with these Conditions, it is responsible for loss or damage suffered by the Customer that is a foreseeable result of J Medler’s breach or failure to use reasonable care and skill, but J Medler shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, on the date of the Contract, both parties knew it might happen.

13.3       J Medler will only supply the Goods to Consumers as end users. If the Customer (as a Consumer) uses the Goods for any commercial, business or re-sale purpose J Medler will have no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Consumers and Non-Consumers:

13.4       Nothing in these Conditions shall limit or exclude J Medler’s liability for:

(a)        death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)        fraud or fraudulent misrepresentation; or

(c)        any matter in respect of which it would be unlawful for J Medler to exclude or restrict liability.

13.5       J Medler’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.

13.6       This clause 13 shall survive termination of the Contract.

14.          Cancellation

14.1       Please note that this clause 14 will only apply to those persons dealing as Consumers and in circumstances where the Contract has been concluded away from our premises (for example, online or by telephone).

14.2       You shall be permitted to cancel the Contract within 14 days of the date of delivery.

14.3       If the Goods are delivered in separate deliveries, your right to cancel the Contract will continue until 14 days after the date of the last delivery.

14.4       The right to cancel the Contract shall not apply if you have requested that the Goods are personalised or made wholly to your specification.

14.5       To exercise your right to cancel, you must inform us of your decision by post, email or telephone using the contact details provided in clause 2.

14.6       If you exercise your right to cancel the Contract after the Goods have been dispatched to you or you have received them, you must return them to us, together with the original packaging, at your own cost. You must either return the Goods to our premises in person, post them back to us or (if they are not suitable for posting) allow us to collect them from you. You must send the Goods within 14 days of informing us you wish to end the Contract.

14.7       Where you have exercised your right to cancel the Contract in accordance with these Conditions, we will refund the price which you paid for the Goods and any delivery costs using the method with which you made payment. The refund made to you may be reduced as follows:

(a)        any refund (excluding delivery costs) may be reduced to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be reasonably acceptable in a shop. Where we have refunded you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount; and

(b)        the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.

15.          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. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 1 week’s written notice to the affected party.

16.          General

16.1       Assignment and other dealings.

(a)        J Medler 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.

(b)        The Customer 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 J Medler.

16.2       Entire agreement.

(a)        This 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.

(b)        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.3       Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4       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.

16.5       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.

16.6       Notices.

(a)        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 email.

(b)        A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.6(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 email, one Business Day after transmission.

(c)        The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.7       Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

16.8       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.

16.9       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.