Standard Terms and Conditions

1. Interpretation

1.1 In these Terms:

“BUYER” means the person whose Written order for the Goods is accepted by the Seller;

“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;

“SELLER” means JRI Holdings, Inc. dba Jenfab Cleaning Solutions

“CONTRACT” means the contract for the sale and purchase of the Goods;

“INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;

“TERMS” means the standard terms of sale set out in (this document) and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;

“WRITING” and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail or via the world wide web.

1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Basis of the sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written or verbal quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer and no variation to these Terms shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.

2.2 The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless subsequently confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted on entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorized representative.

3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller because of cancellation.

4. Price of the goods

4.1 The price of the Goods (“Price”) shall be the Seller’s written quoted price.  Due to the volatility of the raw material market and exacerbated supply chain pressure, Seller reserves the right to modify pricing at any time in accordance with market conditions.  Unless otherwise indicated on the quote, written quotations shall expire thirty (30) days after the date appearing on the quotation unless Seller receives and accepts Buyer’s order within that period.

4.2 After an order has been received and accepted, the Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

After an order has been received and accepted, The Seller reserves the right, by giving Written notice to the Buyer at any time before beginning fabrication, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any change in federal or state law.

4.3 Except as otherwise stated in the Seller’s Written quotation, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on the basis, that, the Buyer shall be liable to arrange to collect the Goods from the location specified in the written quotation by the Seller.

4.4 The price shall be quoted and payable in United States Dollars (USD) and is exclusive of any applicable taxes.

5. Terms of payment

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Buyer shall pay based upon the terms outlined in the written quotation. The Price shall be paid in accordance with the terms outlined in the written quotation.

5.2 Time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.

5.3 If the Buyer fails to make any payment on the due date, then, without limiting any other right or remedy available to the Seller, the Seller may:

5.4.1 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.4.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at an equal rate to JP Morgan Chase’s base rate in the United States, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises or elsewhere as the Seller may specify at any time after the Seller has notified the Buyer that the Goods are ready for collection.

6.2 The Goods shall not be released for delivery unless agreed upon payment terms have been adhered with.

7. Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer as soon as the order for the Goods is accepted by the Seller and the Buyer shall insure the Goods at its own expense in the joint names of the Buyer and the Seller until payment of the Price received in full by the Seller.

8. Warranties

8.1 Subject as expressly provided in these Terms, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Unless expressly agreed to otherwise in writing, the warranty provided in respect of materials is for a period of 12 months commencing on the date of delivery of the same and is on a Return to Base format and the customer must first purchase the relevant replacement part before returning the defective part to the Seller. Upon receipt, the Seller will determine whether the defect is in the scope of the warranty, criteria, such assessment to be performed within a reasonable period in any event, within 28 days at the expiry of which the Seller will provide its decision to the customer and issue a credit note if applicable. If a new replacement part is required, the cost of return of the worn part and delivery of the new replacement part will be borne by the customer.

8.3 The Seller shall not be liable for any changes after what is agreed to during the Factory Acceptance Testing at Company facility.

8.4 Visual images and descriptions provided by the Seller are for identification only and shall not constitute representations by the Seller and the Buyer should inspect the Goods and carry out whatever tests it considers necessary before the order is accepted by the Seller.

8.5 The Seller gives no warranty as to the suitability of the Goods for the purpose of the Buyer and the Buyer confirms that it has satisfied itself in this regard. The Buyer must ensure that it complies with all requirements of the original manufacturer relating to the Goods, their transportation, storage, installation and use.

8.8 All warranties will be deemed void if the equipment is not connected to a stable power supply or if an interruption in supply has taken place.

9. Liability
10. The Seller’s liability shall be limited as follows

9.1 To the replacement of any part of the goods found to be defective and notified to the Seller within the period set out in clause 9.3.

9.2 Any defect or deficiency in, or shortage or failure to correspond to specification of the supplies shall be notified to the Seller within 3 working days of the date the customer discovers, or ought to have reasonably discovered, the defect or deficiency, or shortage or failure to correspond to specification, as applicable. In the event the customer fails to do so the goods supplied shall be deemed to be of satisfactory quality and the Seller will be entitled to charge the customer for any additional rectification work required thereafter.

9.3 The Seller shall not be liable for any breach of any warranty contained in paragraph 9 if:

1. The customer continues to make use of any goods which it has alleged to be defective after giving notice of any such defect to the Seller as above.
2. The Buyer modifies, adjusts, alters or repairs the goods without prior written consent from the Seller.
3. The defect arises as a result of the Buyer failing to follow any oral or written instructions provided by the Seller with regard to the storage, installation, commission, use or maintenance of the goods or (if there are none) recognized and accepted good trade practice.
4. The defect arises from any specification supplied to the Seller by the Buyer or from fair wear and tear, willful damage, negligent use of the goods by the Buyer, abnormal working conditions, misuse of the goods or from any other cause which is not due to the neglect or default of the Seller.
5. The defect relates to any work external to the goods or arises by virtue from any act or omission by the customer relating to the operation of the goods or transportation or relocation of the goods not performed by or on behalf of the Seller or subjecting the goods to any unusual physical or adverse environmental conditions.
6. The full price of the goods has not been paid to the Seller within the time stipulated for payment as per paragraph 5.1 or;
7. The defect is specifically excluded by the Seller in writing.

9.4 If the Seller reasonably determines that any failure, defect, or malfunction in the goods is because of any of the matters referred to at section 9.3 the Buyer shall be liable for all costs reasonably incurred by the Seller in investigating the same and such sum shall be payable upon demand.

9.5 All electronic components are specifically excluded from this warranty.

9.6 Delivery discrepancies (shortages/damages) must be reported to the Seller and confirmed in writing within 5 working days of goods being delivered.

9.7 The warranty provided in respect of materials is on a Return to Base format. The Buyer must first purchase the relevant replacement part before returning the defective part to the Seller. Upon receipt the Seller will determine whether the defect is within the scope of the warranty criteria, such assessment to be performed within a reasonable period and, in any event, within 28 days of receipt of the goods at the expiry of which the Seller will provide its decision to the Buyer and issue a credit note if applicable. If a new replacement part is required, the cost of return of the worn part and delivery of the new replacement part will be borne by the Buyer.

9.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Buyer under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

10. Force Majeure

10.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

10.1.1 Act of God, explosion, flood, tempest, fire or accident;

10.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

10.1.3 acts, restrictions, regulations, byelaws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority;

10.1.4 import or export regulations or embargoes;

10.1.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

10.1.6 difficulties in obtaining raw materials, labor, fuel, parts, or machinery.

10.1.7 power failure or breakdown in machinery.

11. Storage:

11.1 The Buyer shall arrange delivery of the Goods pursuant to clause 6. If the Buyer fails to do so within 1 calendar month of the Goods being completed by the Seller and accepted by the Buyer, then the Buyer shall pay a weekly storage fee of $5,000, which sum shall be required to be paid by the Buyer with the balance of the Price pursuant to clause 6 and the Seller shall not be obliged to deliver the Goods until such sum has been paid in cleared funds.

11.2 If the Buyer fails to take delivery of the Goods pursuant to clause 6 within 4 calendar months of the Seller providing notification to the Buyer that goods are completed, then the Seller shall (without limiting any other right or remedy of the Seller) be entitled to:

11.2.1 Retain any funds paid by Buyer

11.2.2 Rescind the agreement with the Buyer in respect of the Goods

11.2.3 Charge to the Buyer costs of storage, insurance, and transportation of the Goods

11.2.4 Re-sell the Goods at the price obtainable in the market