JP MORRIS LIMITED
TERMS AND CONDITIONS OF SALE (2025 EDITION)
The Customer's attention is particularly drawn to the provisions of Clause 10 (Limitation of liability).
1. Interpretation
1.1 Definitions
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 given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 18.7.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
FCLS: means a full container or a full truckload of the Goods.
Deliverables: the deliverables (if any) set out in the Order Confirmation produced by the Supplier for the Customer.
Delivery Location: has the meaning given in Clause 4.2.
Force Majeure Event: has the meaning given in Clause 12.
Goods: the goods (or any part of them) set out in the Order Confirmation.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, whether registered or unregistered, including all applications, renewals, extensions, and rights to claim priority, in any part of the world.
Order: the Customer's order for the supply of Goods and/or Services, whether given to the Supplier in person, in writing, or verbally.
Order Confirmation: the written confirmation of Order issued by the Supplier, whether by post, email, or other means.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: JP Morris Limited, registered in England and Wales with company number 08032280.
Supplier Materials: has the meaning given in Clause 8.1(h).
1.2 Interpretation
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors, and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted, including all subordinate legislation.
(d) Words such as including, include, in particular, for example, or similar expressions are illustrative and do not limit the preceding words.
(e) A reference to writing or written includes fax and email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or both in accordance with these Conditions.
2.2 The Order shall only be deemed accepted when the Supplier issues an Order Confirmation to the Customer, at which point the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions of Goods or Services in catalogues or brochures, are for illustration only and shall not form part of the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms the Customer may seek to impose, whether in the Order or otherwise. The Customer waives any right to rely on terms inconsistent with these Conditions.
3. Goods Specification and Intellectual Property
3.1 Where Goods are manufactured according to a Customer-supplied specification, the Customer shall indemnify the Supplier against all claims, losses, damages, costs, and expenses arising from actual or alleged infringement of third-party Intellectual Property Rights. This Clause survives termination of the Contract.
3.2 The Supplier may amend the Goods Specification to comply with statutory or regulatory requirements and shall notify the Customer accordingly.
4. Delivery of Goods
4.1 Each delivery of Goods shall be accompanied by a delivery note showing the Order date, Customer and Supplier reference numbers, type and quantity of Goods, special storage instructions, and, if delivered by instalments, the remaining balance. The note shall also indicate any packaging to be returned. Returns shall be collected at the Supplier’s expense.
4.2 Unless agreed otherwise, the Supplier shall deliver Goods to the Delivery Location stated in the Order Confirmation after notifying the Customer that the Goods are ready. Delivery is complete on arrival at the Delivery Location.
4.3 Delivery is complete upon unloading at the Delivery Location.
4.4 Delivery dates are approximate. The Supplier is not liable for delays due to Force Majeure Events or the Customer failing to provide adequate instructions.
4.5 If the Supplier fails to deliver, liability is limited to the reasonable cost of obtaining replacement goods, less the price of the Goods.
4.6 If the Customer fails to take delivery within 3 Business Days of notification:
(a) Delivery is deemed complete at 9:00 am on the third Business Day; and
(b) The Supplier may store the Goods at the Customer’s expense.
If delivery is not taken within 10 Business Days, the Supplier may resell or dispose of the Goods and account for any excess or charge for any shortfall.
4.7 If the Supplier delivers up to 5% more or less than the ordered quantity, the Customer may not reject them; the invoice will be adjusted pro rata.
4.8 Goods remain the property of JP Morris Limited until payment in full is received.
5. Risk
Risk in the Goods passes to the Customer on delivery.
6. Price and Payment
6.1 The price of the Goods and/or Services is as stated in the Order Confirmation.
6.2 Payment is due in full within the terms specified in the Order Confirmation.
6.3 Late payments may incur interest, calculated daily.
7. Customer Obligations
The Customer shall provide all necessary information and instructions for the Supplier to perform its obligations. Failure to do so may delay delivery and performance.
8. Supplier Materials and Intellectual Property
8.1 All Supplier Materials remain the property of the Supplier. The Customer shall not copy, modify, or disclose Supplier Materials without prior written consent.
9. Warranty
9.1 The Supplier warrants that the Goods supplied will conform to the agreed specification and be free from material defects.
9.2 This warranty does not cover defects arising from misuse, improper storage, or modifications made without the Supplier’s consent.
10. Limitation of Liability
10.1 The Supplier shall not be liable for indirect or consequential losses, including loss of profit, business, or goodwill.
10.2 The Supplier’s total liability in respect of any claim shall not exceed the price of the Goods or Services giving rise to the claim.
11. Force Majeure
Neither party shall be liable for delay or failure to perform due to events beyond their reasonable control, including natural disasters, strikes, or governmental actions.
12. Termination
Either party may terminate the Contract immediately if the other party commits a material breach and fails to remedy it within 14 days of notice.
13. Governing Law and Jurisdiction
These Conditions are governed by English law. The courts of England and Wales shall have exclusive jurisdiction.
Company Registration Number: 08032280
Registered Office: The Beeches, 86 High Street, Holme Upon Spalding Moor, York, YO43 4AA