Business-to-Business Terms & Conditions of Sale
JPen (John Patrick Engineering)

The following terms and conditions (“the Conditions”) are the terms on which JPen John Patrick Engineering Ltd (“the Company”) sells to other businesses and supersede all other terms and conditions used by the Company. 

  1. Orders, price and payment

1.1      No contract shall come into existence until JPen John Patrick Engineering Ltd confirm the order for Goods in writing. 

1.2      The price (exclusive of VAT) for the Goods (“the Price”) shall be the price quoted by JPen John Patrick Engineering Ltd and payment of the Price shall be made by the Buyer within 28 days of the date (“the Due Date”) of the invoice for the Goods/Services provided. Time for payment shall be of the essence. 

1.3      If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of ten per cent above the current base rate of the Bank of England. 

1.4      Any cancellation of orders by the Buyer must be in writing, and agreed as cancelled, also in writing, by JPen John Patrick Engineering Ltd. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum to cover costs and expenses incurred by JPen John Patrick Engineering Ltd and for reasonable liquidated damages. 

  1. Goods

The description and quantity of the Goods to be sold (“the Goods”) shall be as set out in the quotation provided by JPen John Patrick Engineering Ltd to the Buyer (“the Quotation”). 

  1. Changes to Product and Service requirements

JPen John Patrick Engineering reserve the right to add all costs incurred as a result of changes to the products or services requested by the Buyer after placement of order. This includes drawing changes, changes to materials or finishes, delivery times etc, and any consequential costs to our, or our sub-contractor’s delivery schedules.

  1. Delivery

Unless agreed otherwise, JPen John Patrick Engineering Ltd will deliver the Goods to the agreed address, on a date agreed by both parties, and where possible included on the Quotation. Time shall not be of the essence for delivery. The Buyer must make all necessary arrangements to take delivery of the Goods on the agreed date, including the provision of labour or equipment for unloading, as agreed. 

  1. Acceptance

JPen John Patrick Engineering Ltd must be advised in writing, of any defects in the Goods as soon as they are discovered by the Buyer. The buyer shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter. 

  1. Title and risk

The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to JPen John Patrick Engineering Ltd. Failing which, JPen John Patrick Engineering Ltd have the right to repossess or otherwise recover the Goods. Until title passes the Buyer shall hold the Goods as bailee for the Company and shall ensure they are stored in such a manner as to maintain them in “as delivered” condition, and ensure that they can at all times be identified as the property of JPen John Patrick Engineering Ltd.

  1. Limitation of liability

7.1      Save in respect of personal injury or death due to any negligence, JPen John Patrick Engineering Ltd shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods. 

7.2      Without prejudice to Condition 6.1 JPen John Patrick Engineering Ltd shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement. 

  1. Set off and counterclaim

The buyer may not withhold payment of any invoice or other amount due to JPen John Patrick Engineering Ltd by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.

  1. Force majeure

JPen John Patrick Engineering Ltd shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil or political unrest, terrorism, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply. 

  1. General

10.1    If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. 

10.2    JPen John Patrick Engineering Ltd may, without the consent of the Buyer, sub-licence its rights or obligations or any part of these Conditions. 

10.3    The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions. 

  1. Contract

Notwithstanding any other provision of this agreement, nothing herein shall confer, or is intended to confer, a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose. 

  1. Entire agreement

Each of the parties agrees that save in respect of statements made fraudulently, it shall have no remedy in respect of any untrue statement upon which it relied when entering in to this Agreement and that its only remedies shall be for breach of contract. 

  1. Governing law and jurisdiction

The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.