Terms & Conditions

Jetmac Limited – Terms and Conditions of Sale

1. Interpretation

In these Terms and Conditions, the following definitions apply:

• Business Day: A day on which banks in London are normally open for business.
• Business Hours: Between 8:30 am and 5:30 pm on any Business Day.
• Conditions: These Terms and Conditions.
• Contract: The agreement between you and Jetmac for the supply of Goods in accordance with these Conditions.
• Contract Documents: Any written documents agreed between you and us as forming part of the Contract, including relevant email correspondence, the Specification, the Order and these Conditions.
• Force Majeure Event: An event or circumstance beyond a party's reasonable control.
• Goods: The products specified in the Order to be supplied under the Contract.
• Order: Your request or purchase order for the supply of Goods.
• Price: The price payable for the Goods as stated in the Order.
• Specification: Any agreed specification for the Goods, including manufacturer specifications, plans and measurements.
• We, us or our: Jetmac Limited.
• You or your: The customer purchasing Goods from Jetmac Limited.

Unless the context requires otherwise, words in the singular include the plural and vice versa. References to one gender include all genders.

References to legislation include any amendments, extensions, re-enactments or replacements, together with any associated subordinate legislation.

References to writing or written communication include email.

Words such as "including", "include" and "in particular" are illustrative and do not limit the meaning of the preceding terms.

2. Basis of Contract

Your Order constitutes an offer to purchase Goods in accordance with these Conditions. These Conditions apply to all Orders placed with us, including orders made through cash accounts and trading accounts.

We accept your Order when we confirm in writing that we can supply the Goods or, if earlier, when we make arrangements with you for their supply. At this point, a Contract is formed between you and us.

We reserve the right to refuse any Order or require a deposit or full payment before dispatch or collection.

These Conditions apply to the Contract to the exclusion of any other terms you may seek to impose or incorporate, whether through trade, custom, practice or previous dealings.

Each Order forms a separate Contract and includes all relevant Contract Documents.

Any quotation provided by us does not constitute an offer and remains valid for 30 days from its date of issue.

Where there is a conflict between Contract Documents, the following order of priority applies:

1. Any additional written agreement between you and us.
2. The Order.
3. The Specification.
4. These Conditions.

3. Our Goods

Any samples, drawings, catalogues, brochures, advertising materials or other promotional content issued by us, including product images displayed on our website or supplied by manufacturers, are intended to provide an approximate representation of the Goods.

Such materials do not form part of the Contract and have no contractual force.

4. Variations

We will supply the Goods in accordance with the Contract.

However, we reserve the right to make changes to the Goods where necessary to comply with applicable legal, regulatory or safety requirements, or where such changes do not materially affect the nature or quality of the Goods.

If you wish to change an Order, you must submit your request to us in writing.

We will acknowledge your request, but no change will be considered agreed until we have confirmed in writing that it is possible.

Any requested changes may result in an adjustment to the Price. We will confirm any revised pricing and obtain your agreement before proceeding.

If you do not accept the revised Price, the original terms of your Order will remain in effect.

5. Delivery

Where delivery has been agreed, we will deliver the Goods to the location specified in the Order (the "Delivery Location").

Where delivery has not been agreed, you are responsible for arranging collection from our premises within 30 days of being notified that the Goods are ready.

Delivery is considered complete when the Goods have been unloaded at the Delivery Location or collected from our premises, as applicable.

Collections must take place during our Business Hours.

Any delivery or collection dates provided are estimates only. We will make reasonable efforts to meet these dates, but delivery times are not guaranteed.

We will not be liable for delays or failures in delivery resulting from:

• A Force Majeure Event.
• Your failure to provide adequate delivery instructions.
• Your failure to provide other information or instructions necessary for delivery.

If nobody is available to accept delivery, or you fail to collect the Goods as arranged, we will attempt to contact you to rearrange delivery or collection.

We reserve the right to charge reasonable storage costs, additional delivery charges and other expenses incurred as a result of failed delivery or collection.

If we are unable to contact you despite reasonable efforts, or you fail to collect your Goods within 30 days of our first delivery attempt or collection notification, we reserve the right to resell or otherwise dispose of the Goods.

Where the Goods are resold for less than the agreed Price, we may recover any shortfall and reasonable storage and selling costs from you.

We may deliver Goods in separate instalments. Each instalment will be treated as a separate Contract, and cancellation of one instalment will not automatically cancel any other instalment.

6. Price and Payment

You agree to pay the Price stated in your Order in consideration for the supply of the Goods.

Unless otherwise agreed, the Price excludes:

• Packaging charges.
• Delivery and transportation costs.
• Value Added Tax (VAT).
• Applicable import, export or customs clearance charges.

Where you request delivery, the relevant delivery charges will be provided in a separate quotation based on our current pricing.

Where we arrange delivery on your behalf, additional carrier terms may apply. These may include the carrier's right to open and inspect the Goods.

We will make reasonable efforts to inform you of any additional carrier terms before proceeding. We will not arrange delivery until any necessary additional terms have been agreed.

We reserve the right to increase the Price before delivery or collection where additional costs arise from circumstances beyond our control. These may include:

• Changes in foreign exchange rates.
• Increases in taxes or duties.
• Changes to delivery or collection dates requested by you.
• Changes to the quantities or types of Goods ordered.
• Delays caused by your failure to meet your contractual obligations.

Unless otherwise notified, we will issue an invoice once the Goods have been dispatched or collected.

Invoices must be paid by the end of the month following the month in which the invoice was issued, unless otherwise agreed in writing.

Payment must be made into a bank account nominated by us in writing.

If you fail to make payment by the due date, interest will be charged on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, currently at 8% above the Bank of England base rate.

Interest will accrue daily from the payment due date until the outstanding amount has been paid in full, whether before or after judgment.

All amounts payable under the Contract must be paid in full without set-off, counterclaim, deduction or withholding, except where required by law.

7. Quality and Warranty

We warrant that, upon delivery, the Goods will:

• Conform in all material respects to their description in the Contract.
• Be free from material defects in design, materials and workmanship.
• Be of satisfactory quality.
• Be fit for any purpose expressly held out by us.

Where separate warranty documentation is provided at the time of purchase, the terms of that warranty will apply instead of the provisions above, to the extent stated in the original Conditions.

If you discover that the Goods do not meet the standards outlined above, you must notify us in writing within a reasonable period of discovering the issue.

Following notification, we may request that the Goods be returned to us at your expense within 14 days of delivery or collection.

Once we have had a reasonable opportunity to inspect the Goods, we may, at our discretion:

• Repair the defective Goods.
• Replace the defective Goods.
• Provide a full or partial refund.

The original Conditions specify these remedies as the contractual remedies available under this clause, subject to applicable law.

We will not be responsible for failures to meet the above standards where:

• You continue using the Goods after notifying us of a problem.
• The failure results from not following instructions or recommendations provided by us or the manufacturer, including guidance on storage, installation, commissioning, operation or maintenance.
• The failure results from your failure to follow good trade practice.
• The failure results from us following a Specification or instruction provided by you.
• The Goods have been altered or repaired without our written permission, including work carried out by an unauthorised third party.
• The failure results from fair wear and tear, intentional damage, negligence or unusual working conditions.
• The Goods differ from their description due to changes made to comply with legal or regulatory requirements.

Except as provided in this section, we exclude liability for failures of the Goods to comply with the warranty standards, to the extent permitted by law.

The original Conditions also seek to exclude certain terms implied by sections 13 to 15 of the Sale of Goods Act 1979, to the extent permitted by law.

These warranty provisions also apply to any repaired or replacement Goods supplied by us.

Warranty Period

Unless otherwise stated in separate warranty documentation, the warranty period for supplied Goods is 12 months from the date of shipment from the factory.

Individual components may be covered by longer warranty periods. Where applicable, these additional warranties will be honoured by the original manufacturer through its authorised dealer network.

High-pressure washguns and hoses are excluded from this warranty due to the demanding conditions in which they are used.

8. Title and Risk

Risk in the Goods passes to you once delivery has been completed or the Goods have been collected from our premises.

Ownership of the Goods will remain with us until we have received payment in full, in cleared funds, for the Goods and any other outstanding amounts owed to us for Goods supplied.

Until ownership passes to you, you must:

• Store the Goods separately from other products so that they remain clearly identifiable as our property.
• Maintain the Goods in satisfactory condition.
• Keep the Goods insured against all risks for their full Price from the date of delivery.
• Notify us immediately if any of the circumstances described under Clause 10.2 arise.
• Provide any information relating to the Goods that we may reasonably request.

If, before ownership passes to you, any of the circumstances described under Clause 10.2 arise, we reserve the right to take action to recover the Goods.

This includes requiring you to return any Goods in your possession that have not been resold or irrevocably incorporated into another product.

If you fail to return the Goods promptly, we reserve the right to enter your premises, or the premises of a third party where the Goods are stored, to recover them.

9. Your Obligations

You agree to:

• Provide all information reasonably required by us to supply the Goods in a timely manner and ensure that such information is accurate and complete.
• Ensure that the Order and any relevant Specification are complete and accurate.
• Provide our employees, agents, consultants and subcontractors with reasonable access to your premises and facilities where necessary for delivery.
• Inform us of any applicable health and safety or security requirements at your premises that may affect delivery.

10. Cancellation

If you wish to cancel an Order, either in whole or in part, you must notify us in writing as soon as possible and before the Goods have been dispatched.

Any cancellation is subject to our agreement. We reserve the right to decide whether to accept a cancellation request.

If we agree to the cancellation, we will notify you in writing and the relevant Contract will end upon receipt of that notification.

You may be required to reimburse us for reasonable costs incurred as a result of the cancellation. This may include restocking charges where Goods have been supplied in accordance with a Specification provided or approved by you.

Suspension or Cancellation by Jetmac

We reserve the right to cancel or suspend an Order, or any other outstanding deliveries under a Contract, if:

• You commit a material breach of the Contract and fail to remedy it within 7 days of receiving written notice, where the breach is capable of being remedied.
• You suspend, threaten to suspend, cease or threaten to cease carrying on all or a substantial part of your business.
• You become unable to pay your debts, become insolvent, enter administration or become subject to bankruptcy or insolvency proceedings.
• You are an individual or partnership and, due to death, mental or physical disability, injury or illness, are unable to continue fulfilling your contractual obligations, in our reasonable opinion.

We may also exercise these rights where we reasonably believe one of the above circumstances is about to occur and notify you accordingly.

If a Contract ends for any reason, all outstanding invoices and interest become immediately payable.

Where Goods have been dispatched but not yet invoiced, we reserve the right to issue an invoice, which will become payable immediately upon receipt.

Cancellation does not affect any rights, remedies, obligations or liabilities that have already accrued before the cancellation date, including the right to claim damages for any previous breach of Contract.

11. Limitation of Liability

Nothing in these Conditions limits or excludes our liability for:

• Death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.
• Fraud or fraudulent misrepresentation.
• Breach of the terms implied by section 12 of the Sale of Goods Act 1979.
• Any other liability that cannot legally be limited or excluded.

Subject to the above, the original Conditions seek to exclude certain terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982, to the fullest extent permitted by law.

Subject to the exclusions above, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• Loss of profits.
• Loss of sales or business.
• Loss of agreements or contracts.
• Loss of anticipated savings.
• Loss of use or corruption of software, data or information.
• Loss of or damage to goodwill.
• Any indirect or consequential loss.

Subject to the exclusions above, our total liability arising under or in connection with the Contract, whether in contract, tort, breach of statutory duty or otherwise, will be limited to the Price paid by you under the relevant Contract, to the extent permitted by law.

12. Force Majeure

We will not be liable for any delay or failure to perform our obligations under the Contract where such delay or failure results from a Force Majeure Event.

If a Force Majeure Event prevents us from supplying any Goods for a continuous period of more than 7 Business Days, we reserve the right to cancel the Contract with immediate effect by providing notice to you.

13. Notices

Any notice given under or in connection with the Contract must be made in writing and delivered by one of the following methods:

• By hand.
• By prepaid first-class post or another next Business Day delivery service to the recipient's registered office, if a company, or principal place of business, in any other case.
• By email to an address provided in writing by either party.

Notices will be considered received as follows:

• By hand: When a delivery receipt is signed or when the notice is left at the correct address.
• By post: At 9:00 am on the second Business Day after posting, or at the time recorded by the delivery service.
• By email: At 9:00 am on the next Business Day after transmission.

This clause does not apply to the service of legal proceedings or other documents relating to legal action, arbitration or other dispute resolution procedures.

14. General

A waiver of any right or remedy under the Contract or by law will not be considered a waiver of any subsequent breach or default. A single or partial exercise of any right or remedy will not prevent further exercise of that or any other right or remedy.

A person who is not a party to the Contract has no right to enforce its terms.

You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or otherwise deal with any of your rights or obligations under the Contract without our agreement.

We may assign, mortgage, charge, declare a trust over or otherwise deal with any or all of our rights under the Contract.

The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not expressly included in the Contract.

Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

No variation to the Contract will be effective unless agreed in writing and signed by an authorised representative of each party, except that we reserve the right to update these Conditions from time to time.

Governing Law and Jurisdiction

The Contract, and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims), will be governed by and interpreted in accordance with the laws of Northern Ireland.

You and we irrevocably agree that the courts of Northern Ireland will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, its subject matter or formation (including non-contractual disputes or claims).