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James Pryce Tractors Limited (JPT) Business Customer Conditions of Sale
Unless otherwise agreed in writing, these Conditions of sale (“Conditions) apply exclusively to each transaction (“Contract”) for the sale of Goods (“Goods”) or Services (“Services”) by JPT to a non consumer Purchaser of Goods or Services (“Purchaser”) (together “the parties”).
The Price of the Goods or Services (“the Price”) is the Price contained in JPT non-binding quotation (or, in the case of Goods, if no Price is quoted the current list Price of the Goods) and is exclusive of VAT, delivery, packaging, carriage and insurance, which may be charged. No order will become binding upon JPT until it has been expressly accepted by JPT in writing, JPT is entitled to increase the Price at any time before the Contract is accepted by JPT to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Purchaser or any delay caused by the Purchasers failure to provide adequate information or instructions.
If credit is approved, accounts shall be due for payment not later than the last day of the month following the month in which the invoices is dated, unless expressly agreed. If Goods are delivered on consignment, a payment becomes due on the date such Goods are sold or used. Payment will otherwise be due before or on delivery of the Goods or performance of the Services.
If credit is approved, payment for new and /or used machinery or equipment will be made within 7 (seven) days of the date of invoice, unless otherwise agreed. Payment (including any deposit) for dairy or other installations must be made within 7 (seven) days of the dates specified in the quotation.
If the Price (plus VAT and other applicable charges) is not paid in full when due, then, without affecting any of JPTs other rights or remedies, JPT may cancel the Contract and/or suspend any further deliveries or performance of Services, charge interest at 2% a year above Lloyds bank base rate at the time on all unpaid outstanding invoices whether or not due for payment: and/or cancel and withdraw any trade discount allowed on the Price.
All accounts are payable without discount or deduction for any set off or counterclaims whatsoever unless otherwise agreed in writing by JPT.
JPT reserves the right to levy a handling charge for supplying Goods which are specially ordered. Cancellation of these items will not be allowed under any circumstances and if the Purchaser does not accept delivery then JPT will charge the Purchaser as if the Goods had been delivered.
Delivery will, unless otherwise agreed by made at JPT premises. If JPT agrees to deliver the Goods to somewhere other than its premises, JPT may charge for carriage, insurance and any other applicable delivery charges. Delivery occurs when the Goods are handed over to the Purchaser, its agent or carrier. Delivery dates quoted are approximate only and JPT is not liable for any delay in the delivery of the Goods.
If the Purchaser fails to take delivery of the Goods or fails to give adequate delivery instructions, then, without affecting any of JPTs other rights or remedies, JPT may invoice the Purchaser for the Goods and store the Goods until actual delivery and charge the purchase for the reasonable costs (including insurance) of storage and redelivery.
Any claim by the Purchaser for none or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified to JPT within 10 days from the scheduled delivery date. If delivery is not refused, and the Purchaser does not notify JPT accordingly, the Purchaser is not entitled to reject the Goods.
5. Risk and Property
Risk of damage to or loss of the Goods passes on delivery or, if the Purchaser fails to take delivery without good cause, at the time when delivery is tendered. Where Goods are held on consignment the Purchaser may be required to enter into an additional agreement.
Title to and property in the Goods does not pass to the Purchaser until JPT has receive full payment of the Price (plus VAT and other applicable charges) and all other sums due to JPT from the Purchaser. Until property in the Goods passes to the Purchaser, it will hold the Goods as JPT fiduciary agent and bailee, and will keep the Goods separate from its Goods and those of third parties, properly stored, protected, insured and identified as JPT property, and the Purchaser will not pledge or charge the Goods by way of security or otherwise. Breach of any of the provisions of this Condition will result in all money owing by the Purchaser to JPT (without affecting any of JPT other rights or remedies) becoming immediately due and payable. Once property in the Goods has passed to the Purchaser, they are entitled to resell or use the Goods in the ordinary course of its business. JPT may, before property in the Goods passes, require the Purchaser to deliver up the Goods to it and, if the Purchaser fails to do so may repossess the Goods. The Purchaser grants JPT an irrevocable license to enter, with or without vehicles any of its premises for the purpose of inspecting or repossessing the Goods.
6. Insolvency of Purchaser
If the Purchaser makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an encumbrancar takes possession, or a receiver is appointed of any of the property or assets of the Purchaser, or the Purchaser ceases or threatens to cease to carry on business or JPT reasonably apprehends that any of the events mentioned in this Condition is about to occur (and notifies the Purchaser accordingly) then, without affecting any of JPT other rights or remedies JPT is entitled to cancel the Contract or suspend any further deliveries without incurring any liability, Additionally if the Goods have been delivered but not paid for, the Price (plus VAT and other applicable charges) will become immediately due and payable despite any previous agreement or arrangements to the contrary.
7. Goods warranty
Except as set out below in Condition 7 and unless otherwise agreed in writing, JPT warrants that the Goods will be free from defects in materials and workmanship at the time of delivery. All the warranties, Conditions of or other terms implied by statute or common law (including fitness for purpose) are excluded to the fullest extent permitted by law; this warranty is not transferable in any way.
Where Goods are sold with the benefit of a written warranty from the manufacturer of such Goods, JPT (as agent for the manufacturer) will honour the terms of the manufacturers warranty supplied with those Goods in place of the warranty given in Condition 7.1
Unless credit has been granted, no warranty claim may be made if the Purchaser has not paid the Price in full.
Subject to the terms of any warranty given under Condition 7.2, where a valid warranty claim is made in respect of any of the Goods under Condition 7.1, JPT can choose either to repair, or replace the Goods (or the part in question) free of charge or grant credit or refund to the Purchaser the Price of the Goods (or a proportionate part of the Price) at JPTs absolute discretion, but JPT will have no further liability to the Purchaser under the warranty. This is the Purchaser sole remedy in respect of the Goods.
Unless otherwise agreed in writing, no warranty is given by JPT as to the quality or fitness for purpose of second hand Goods and any implied warranties are excluded to the fullest extent permitted by law
Purchasers are advised to read the instructions supplied with all Goods and to follow those instruction closely. If the Purchaser has any doubts about the interpretation of the instructions, it should seek advice from JPT prior to operating the machine. It is the duty of the Purchaser to convey instructions for safe use to its employees and to members of the public
8. Services Warranty
JPT warrants that the Services will be performed with reasonable skill and care. All other warranties, Conditions or other terms implied by statute or common law are excluded in the fullest extent permitted by law.
Where any valid warrant claim is made in respect of any Services, JPT can choose either to re-perform the Services to the extent necessary to make good any defect free of charge or to arrange credit to or refund to the Purchaser the Price (or a proportionate part of the Price) at JPT absolute discretion but JPT will have no further liability to the Purchaser under the warranty.
9. Limitation of Liability
Except as provided in Condition 9.4, JPT is not liable to the Purchaser because of any representation (unless fraudulent) or any warranty (expressed or implied), Condition or other term, or any duty at common law, or under the express terms of the contact for:
any loss of profit, business, Contracts opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss and/or
any indirect, special or consequential loss or damage (whether for loss of profit or otherwise):
whether caused by negligence, breach of Contract, tort, or breach of statutory duty of JPT, its employees or agents or otherwise, arising out of or in connection with the Contract.
Except as provided in Condition 9.4, any other liability of JPT to the Purchaser in Contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Contract is limited to the Price.
Any advice, instruction and /or recommendation relating to the Goods or the Services and/or their use (whether written or oral) given by JPT employees (“Advice”) is given in good faith, but JPT only warrant that written Advice is given with reasonable skill and care. No further duty or responsibility is accepted by JPT.
Despite the Conditions set out above, no Condition will exclude or restrict the liability of JPT for breach of the statutory warranty as to title and quiet possession. Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of JPT for death or personal injury caused by the negligence of JPT.
10. Force Majeure
JPT is not liable to the Purchaser for any failure or delay in performance of the Contract which is beyond its reasonable control including any labour disputes between JPT and its employees
Each Contract will only confer rights and benefits on the Purchaser and no third party will acquire any rights or benefits under the Contract or these Conditions.
Any notice given under these Conditions must be in writing and be addressed to the registered office or principal place of business of the addressees and any other address as may at the relevant time have been notified as the correct address for service of documents.
The Contract may not be assigned by the Purchaser, but JPT may assign or sub-contract all or any of its rights or obligations.
13. Entire Agreement
These Conditions and the documents referred to in them, set out the entire agreement between the Parties and supersede any previous agreements between the Parties relating to the subject matter of the Contract.
14. Law and Jurisdiction
English law governs these Conditions and each Contract and the Parties agree to the exclusive jurisdiction of the English Courts.