MENU CONTACT NUMBERS CHAT Back You are here: Homepage > Terms and Conditions JOHN W. DOUBLEDAY LIMITED SUPPLY AND PURCHASE TERMS 1.Definitions and Interpretation 1.1In these Conditions, the following definitions apply: Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Commencement Date has the meaning set out in clause 2.1. Conditions these terms and conditions as amended from time to time in accordance with clause 18.6. Contract the contract between JWD and the Customer for the supply of Goods and/or Services in accordance with these Conditions or the contract between JWD and the Supplier for the supply of Products in accordance with these Conditions, as the case may be. Customer the person or firm who purchases the Goods and/or Services from JWD. Deliverables the deliverables set out in the Order. Delivery Location the location for delivery of the Goods as set out in the Order or such other location as the parties may agree or such other location as may be advised by JWD before delivery. Force Majeure Event has the meaning given to it in clause 17.1. Goods the goods (or any part of them) set out in the Order. Goods Specification any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and JWD. Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world JWD John W Doubleday Limited registered in England and Wales with company number 2676580. JWD Materials has the meaning set out in clause 8.1.4. Order the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or the Customer's written acceptance of JWD's quotation, or overleaf, as the case may be. Products the goods (or any part of them) set out in the Purchase Order. Purchase Order JWD’s order for the supply of Products, as set out in JWD’s purchase order form, or JWD’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. Services the services, including the Deliverables, supplied by JWD to the Customer as set out in the Service Specification. Service Specification the description or specification for the Services provided in writing by JWD to the Customer. Supplier the person or firm from whom JWD purchases the Products. Supply Date has the meaning in clause 10.3. Supply Location has the meaning in clause 10.3. 1.2In these Conditions, the following rules apply: 1.2.1a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 1.2.2a reference to a party includes its personal representatives, successors or permitted assigns; 1.2.3a reference to a statute or statutory provision is a reference to such statute or statutory 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; 1.2.4any 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; and 1.2.5a reference to writing or written includes faxes and e-mails. 2.Basis of contract 2.1The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. 2.2In respect of supply by JWD the Order shall only be deemed to be accepted when JWD issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 2.3In respect of purchases by JWD the Purchase Order constitutes an offer by JWD to purchase the Products in accordance with these Conditions and shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Purchase Order and the Supplier doing any act consistent with fulfilling the Purchase Order, at which point the Contract shall come into existence. 2.4The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of JWD which is not set out in the Contract. 2.5Any samples, drawings, descriptive matter or advertising issued by JWD and any descriptions of the Goods or illustrations or descriptions of the Services contained in JWD's catalogues or brochures 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 or have any contractual force. 2.6These Conditions apply to the Contract 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. 2.7Any quotation given by JWD shall not constitute an offer, and is only valid for a period of 28 calendar days from its date of issue. 2.8All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. 2.9If the Customer wishes to cancel an Order, it may only do so with the written consent of JWD and on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. 3.Goods 3.1The Goods are described in JWD's catalogue as modified by any applicable Goods Specification. 3.2JWD reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. 4.Delivery of Goods 4.1JWD shall ensure that each delivery of the Goods is accompanied by a delivery note. 4.2JWD shall deliver the Goods to or the Customer shall collect (as agreed) the Goods from the Delivery Location. 4.3Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location where the Goods are delivered by JWD or the completion of loading of the Goods at the Delivery Location where the Goods are collected by the Customer. 4.4Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. JWD shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide JWD with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5If JWD fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. JWD shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide JWD with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods. 4.6If the Customer fails to accept or take delivery of the Goods within four Business Days of JWD notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by JWD's failure to comply with its obligations under the Contract in respect of the Goods: 4.6.1delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which JWD notified the Customer that the Goods were ready; and 4.6.2JWD shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 4.7If 10 Business Days after JWD notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, JWD may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods. 4.8JWD 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 the Customer to cancel any other instalment. 5.Quality of Goods 5.1Where the Goods come with a manufacturer's guarantee JWD shall, where possible, provide details of the manufacturer's guarantee with the Goods. 5.2For Goods which do not have a manufacturer’s guarantee, JWD warrants that on delivery the Goods will conform in all material respects with their description and any applicable Goods Specification. 5.3This clause only applies where the Customer is a consumer. The manufacturer’s guarantee set out in clause 5.1 and the warranty set out in clause 5.2 are in addition to, and do not affect, the Customer’s legal rights in relation to Goods that are faulty or not as described. Advice about consumer legal rights is available from the Citizens' Advice Bureau or Trading Standards office. 5.4Subject to clause 5.4.3, JWD shall at its option repair or replace the defective Goods or refund the price of the defective Goods in full, if: 5.4.1the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; 5.4.2JWD is given a reasonable opportunity of examining such Goods; and 5.4.3the Customer (if asked to do so by JWD) returns such Goods to JWD's place of business at JWD’s cost. 5.5JWD shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if: 5.5.1the Customer makes any further use of such Goods after giving a notice in accordance with clause5.4; 5.5.2the defect arises because the Customer failed to follow JWD's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; 5.5.3the defect arises as a result of JWD following any drawing, design or Goods Specification supplied by the Customer; 5.5.4the Customer alters or repairs such Goods without the written consent of JWD; 5.5.5the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; 5.5.6the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.6Except as provided in this clause 4.8, JWD shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause5.2. 5.7The terms of these Conditions shall apply to any repaired or replacement Goods supplied by JWD under clause5.4. 6.Title and risk 6.1The risk in the Goods shall pass to the Customer on completion of delivery and the Customer shall be responsible for insuring the Goods from the date of delivery. 6.2Title to the Goods shall not pass to the Customer until JWD receives payment in full (in cash or cleared funds) for the Goods and any other goods that JWD has supplied to the Customer 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. 6.3Until title to the Goods has passed to the Customer, the Customer shall: 6.3.1store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as JWD's property; 6.3.2not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 6.3.3maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on JWD's behalf from the date of delivery; 6.3.4notify JWD immediately if it becomes subject to any of the events listed in clause 16.1.1 to clause 16.1.12; and 6.3.5give JWD such information relating to the Goods as JWD may require from time to time. 6.4If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.1.1 to clause 16.1.12, then, without limiting any other right or remedy JWD may have: 6.4.1the Customer's right to use the Goods in the ordinary course of its business ceases immediately; and 6.4.2JWD may at any time: 6.4.2.1require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and 6.4.2.2if 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. 7.Supply of Services 7.1JWD shall provide the Services to the Customer in accordance with the Service Specification in all material respects. 7.2JWD shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3JWD shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and JWD shall notify the Customer in any such event. 7.4JWD warrants to the Customer that the Services will be provided using reasonable care and skill. 8.Customer's obligations 8.1The Customer shall: 8.1.1ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate; 8.1.2co-operate with JWD in all matters relating to the Services; 8.1.3provide JWD with such information and materials as JWD may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 8.1.4obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and 8.1.5keep and maintain all materials, equipment, documents and other property of JWD (JWD Materials) at the Customer's premises in safe custody at its own risk, maintain JWD Materials in good condition until returned to JWD, and not dispose of or use JWD Materials other than in accordance with JWD's written instructions or authorisation. 8.2If JWD's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 8.2.1JWD shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays JWD's performance of any of its obligations; 8.2.2JWD shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from JWD's failure or delay to perform any of its obligations as set out in this clause 8.1.5; and 8.2.3the Customer shall reimburse JWD on written demand for any costs or losses sustained or incurred by JWD arising directly or indirectly from the Customer Default. 9.Part-exchange 9.1Where JWD agrees to accept goods from the Customer in part-exchange as part payment for Goods: 9.1.1any price for the goods being part-exchanged and agreed by JWD is based on the condition of the Goods being part-exchanged at the time the price is agreed. JWD reserves the right to alter the agreed price if the condition of the goods being part-exchanged has changed since the price was agreed; and 9.1.2the Customer agrees to provide the V5C Registration Certificate (if applicable) for the goods being part-exchanged by the Customer, together with proof of identity and address as required by JWD. The Customer confirms that the goods to be part-exchanged are registered in the Customer’s name and are not be subject to any financing arrangement. 10.Purchase of Products 10.1The Supplier shall ensure that the Products shall: 10.1.1correspond with their description and any applicable specification; 10.1.2be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect JWD relies on the Supplier's skill and judgement; 10.1.3where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and 10.1.4comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products; and 10.2The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract. 10.3The Supplier shall deliver the Products on the date specified agreed by the parties (Supply Date) to such location as instructed by JWD prior to delivery (Supply Location) during JWD’s normal business hours, or as instructed by JWD. Delivery of the Products shall be completed on the completion of unloading the Products at the Supply Location. 10.4The Supplier shall not deliver the Products in instalments without JWD’s prior written consent. Where it is agreed that the Products are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Products to the remedies set out in clause10.5. 10.5If the Products are not delivered on the Supply Date, or do not comply with the undertakings set out in clause 10.1, then, without limiting any of its other rights or remedies, JWD shall have the right to any one or more of the following remedies, whether or not it has accepted the Products: 10.5.1to terminate the Contract; 10.5.2to reject the Products (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense; 10.5.3to require the Supplier to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid); 10.5.4to refuse to accept any subsequent delivery of the Products which the Supplier attempts to make; 10.5.5to recover from the Supplier any costs incurred by JWD in obtaining substitute goods from a third party; and 10.5.6to claim damages for any other costs, loss or expenses incurred by JWD which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract. 10.6These Conditions shall apply to any repaired or replacement Products supplied by the Supplier. 10.7JWD’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law. 10.8Title and risk in the Products shall pass to JWD on completion of delivery. 11.Charges and payment 11.1The price for Goods shall be the price set out in the Order. Unless otherwise specified the price of the Goods is inclusive of all costs and charges of packaging, insurance, transport of the Goods. 11.2The charges for Services shall be at a rate agreed by JWD and the Customer or where no rate is agreed the charges shall be calculated in accordance with JWD's standard daily fee rates as amended from time to time. 11.3The price of the Products shall be the price agreed by the Supplier and JWD. 11.4JWD reserves the right to: 11.4.1increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to JWD that is due to: 11.4.1.1 any factor beyond the control of JWD (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 11.4.1.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or 11.4.1.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give JWD adequate or accurate information or instructions in respect of the Goods. 11.5In respect of Goods, JWD shall invoice the Customer on or at any time after completion of delivery. In respect of Services, JWD shall invoice the Customer on or after completion of the Services. In respect of Products the Supplier may invoice JWD on or at any time after the completion of delivery. 11.6The Customer shall pay each invoice submitted by JWD: 11.6.1within the timeframe specified on the invoice, or where no timeframe is specified within 30 days of the date of the invoice; and 11.6.2in full and in cleared funds to a bank account nominated in writing by JWD, and time for payment shall be of the essence of the Contract. 11.7JWD shall pay the Supplier’s correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. 11.8All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by JWD to the Customer, the Customer shall, on receipt of a valid VAT invoice from JWD, pay to JWD such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 11.9If either party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 2.5% 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 defaulting party shall pay the interest together with the overdue amount. 11.10The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. JWD may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by JWD to the Customer. 12.1Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any contrary terms agreed in writing between the Customer and JWD) override any other provision of these Conditions. 12.2.1the importation of the Goods into the country of destination; and and shall be responsible for the payment of any duties on it. 12.3Unless otherwise agreed in writing between the Customer and JWD, the Goods shall be delivered free on board the air or sea port of shipment and JWD shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 12.4JWD shall be responsible for arranging for the testing and inspection of the Goods at JWD's premises before shipment. 12.5The Customer shall pay the price for the Goods in pounds sterling in full by international bank transfer on placement of the Order. The Customer will be responsible for any bank charges it incurs in making payment. 12.6If payment is not received by JWD within 30 days of the Order JWD may cancel the Order and Goods will not be dispatched or available for collection. 13.Intellectual property rights 13.1All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by JWD. 13.2The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on JWD obtaining a written licence from the relevant licensor on such terms as will entitle JWD to license such rights to the Customer. 13.3All JWD Materials are the exclusive property of JWD. 14.Confidentiality 14.1A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13.3 shall survive termination of the Contract. 14.2The customer agrees to the processing of personal data by JWD, by John Deere and their respective service providers for the purpose of marketing products and services of any kind offered by John Deere from time to time. This may include the transfer to and processing of data for such purpose by John Deere companies located outside the EEA. 15.Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 15.1Nothing in these Conditions shall limit or exclude JWD's liability for: 15.1.1death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 15.1.2fraud or fraudulent misrepresentation; 15.1.3any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 15.1.4any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 15.1.5defective products under the Consumer Protection Act 1987. 15.2This clause only applies where the Customer is a business. Subject to clause 15.1: 15.2.1JWD shall under no circumstances whatever 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; and 15.2.2JWD'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 the price of the Goods and Services. 15.3This clause only applies where the Supplier is a business. The Supplier shall keep JWD indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by JWD as a result of or in connection with: 15.3.1any claim made against JWD for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Products, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; 15.3.2any claim made against JWD by a third party for death, personal injury or damage to property arising out of or in connection with defects in Products, to the extent that the defects in the Products are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and 15.3.3any claim made against JWD by a third party arising out of or in connection with the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors. 15.4This clause only applies where the Customer is a consumer. Subject to clause 15.1 if JWD fails to comply with the Contract, JWD is responsible for loss or damage the Customer suffers that is a foreseeable result of JWD’s breach of the Contract or JWD’s negligence, but JWD is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of JWD’s breach or if it was contemplated by the Customer and JWD at the time they entered into the Contract. 15.5The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 15.6This clause 14.1 shall survive termination of the Contract. 16.Termination 16.1Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: 16.1.1the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; 16.1.2the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; 16.1.3the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 16.1.4a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 16.1.5the other party (being an individual) is the subject of a bankruptcy petition or order; 16.1.6a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 16.1.7an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); 16.1.8the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 16.1.9a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 16.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.1 to clause 16.1.8 (inclusive); 16.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 16.1.12 the other party's financial position deteriorates to such an extent that in JWD's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 16.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 16.2Without limiting its other rights or remedies, JWD may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment. 16.3Without limiting its other rights or remedies, JWD may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and JWD if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.1.1 to clause 16.1.12, or JWD reasonably believes that the Customer is about to become subject to any of them. 16.4On termination of the Contract for any reason: 16.4.1the Customer shall immediately pay to JWD all of JWD's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, JWD shall submit an invoice, which shall be payable by the Customer immediately on receipt; 16.4.2the Customer shall return all of JWD Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then JWD may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; 16.4.3the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 16.4.4clauses which expressly or by implication have effect after termination shall continue in full force and effect. 17.Force majeure 17.1For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of JWD including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of JWD or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 17.2JWD shall not be liable to the Customer or Supplier as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 17.3If the Force Majeure Event prevents JWD from providing any of the Services and/or Goods, or the Supplier from providing the Products (as the case may be), for more than four weeks, JWD shall, without limiting its other rights or remedies, have the rightto terminate this Contract immediately by giving written notice to the Customer or Supplier (as the case may be). 18.General 18.1Assignment and other dealings. 18.1.1JWD may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. 18.1.2The Customer shall not, without the prior written consent of JWD, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. 18.2Notices. 18.2.1Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by e-mail. 18.2.2A notice or other communication shall be deemed to have been received: 18.2.2.1 if delivered personally, when left at the address referred to in clause 18.1.1; 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; 18.2.2.2 if sent by e-mail, one Business Day after transmission. 18.2.3The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action 18.3Severance. 18.3.1If 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. 18.3.2If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 18.4Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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. 18.5No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 18.6Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms. 18.7Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by JWD. 18.8This clause only applies where the Customer is a consumer. These Conditions are governed by English law. This means a Contract for the purchase of Goods and Services from JWD and any dispute or claim arising out of or in connection with it will be governed by English law. JWD and Customer both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if the Customer is a resident of Northern Ireland it may also bring proceedings in Northern Ireland, and if the Customer is a resident of Scotland, it may also bring proceedings in Scotland. 18.9This clause only applies where the Customer / Supplier is a business. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 18.10This clause only applies where the Customer / Supplier is a business. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Terms and Conditions Cookie Policy Privacy & Legal Site Map Follow Us © NetDirector ™ - Automotive Solutions Reg Office: Jekylls Farm, Holbeach, St. Johns, Lincolnshire, UK. PE12 8SQ Reg. Company Number: 02676580 VAT Reg. 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