Terms and Conditions
Terms and Conditions
Terms and Conditions of Returns
1.Goods will not be accepted back without a valid Returns number.
2.Please ensure the relevant invoice is placed inside the component box with a detailed fault report
3.Please give as much detail as possible regarding your fault report .
Reports like DEAD or FAULTY will not be accepted
4.All items must be complete with relevant packaging, manuals, disk and cables.
5.Goods found not to be faulty may incur a testing fee handling charge of £10.00 plus vat
6.Physically damaged items will be rejected.
7.Items may be replaced with equivalents if originals are not available.
8.These items may be repaired or replaced.
9.Refunds and credit notes are issues at JWS's discretion.
* The goods are returned within 21 days of your receipt of the goods
* The goods have not been installed
* The goods are returned as complete items
* All packaging, fixing kits and instructions are as new
* A re-stocking charge of 20% will be imposed
11.Items are returned at the customer's cost.
Automatic Door Equipment and BS EN16005
John Wainwright Systems Ltd t/a JWS (the Supplier) sell Access Control and Automatic Door products on the understanding that the Purchaser and/or Installer is suitably qualified and competent to specify, install, commission and maintain the supplied equipment or is sub-contracting to a suitably qualified third party.
Furthermore goods sold by the Supplier are done so on the understanding that a relevant Risk Assessment has been conducted either directly or by a qualified third party.
As such the liability and suitability of the equipment supplied rests with the Purchaser and their agents.
Please read the following:
On April 10th 2013* the safety standard BS EN16005 (Power operated pedestrian doorsets. Safety in use. Requirements and test methods) came into force. *All new installations from this date must comply to the BS EN 16005.
It is the Purchaser’s responsibility to liaise with the Installer to ensure a relevant Risk Assessment is conducted prior to purchase & installation. Furthermore it is strongly advised that the Purchaser (and/or end-user) and the Installer enter into Preventive Maintenance Contract to ensure the equipment is correctly and routinely serviced.
Please note that BS EN16005 is the Purchasers & Installers responsibility to interpret, as such this section should be used as guidance only
JWS recommend that Door Operators must be fitted with a Fingerguard and must have additional monitored safety devices* attached. (*The door operator will do an internal test of the safety sensors before the door is allowed to move - if the test fails, then the door will only operate at low-energy mode.
John Wainwright Systems Ltd. trading as JWS
Conditions of Sale and provision of Services
1.1 Unless otherwise agreed in writing, these conditions (“Conditions”) apply exclusively to each transaction (“Contract”) for the sale of goods (“Goods”) and/or for the supply of services for any design, consultancy or advisory work (“Services”) John Wainwright Systems Ltd,a UK limited company registered at Companies House reg 3015371, trading as JWS, hereinafter 'JWS') to a purchaser of Goods and/or Services (“Purchaser”) (together “the Parties” and reference to “the Party” means either of them).
1.2 The nature and quantity of the Goods, the scope of the Services and the identity of the Purchaser shall be more particularly set out by JWS to the Purchaser in a nonbinding quotation.
2 Application of Terms
2.1 These Conditions shall apply to all orders (including telephone orders) placed with JWS by the Purchaser. Acceptance by JWS of any order is conditional upon acceptance by the Purchaser of these Conditions which shall override all other terms and conditions inconsistent herewith, whether express, implied or otherwise including terms, conditions or stipulations contained in the Purchaser's purchase order or other form of writing or otherwise stipulated by the Purchaser and which are at variance with or additional to these Conditions. The same shall not be binding upon JWS unless specifically accepted in writing and signed by a Director of JWS.
2.2 JWS shall not be bound by any Contract by the Purchaser’s placing of an order unless and until JWS has confirmed its acceptance of such order.
2.3 Except as otherwise provided in the Contract, no addition, amendment or modification of these Conditions shall be effective, unless expressly accepted in writing by a Director of JWS.
2.4 Any delay or failure by JWS to object to any terms or conditions contained in any communications from the Purchaser, including the Purchaser’s original order paperwork, will not be a waiver of these Conditions.
2.5 Under no circumstances shall JWS’s acceptance of the Purchaser’s order be construed or implied to create an obligation on JWS’s part to accept, subsequent to the Contract, any additional purchase orders for any of the Goods and/or Services.
3.1 The price of the Goods or Services (“the Price”) is the price contained in JWS’s 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 becharged.
3.2 JWS is entitled to increase the Price at any time before the Contract is accepted by JWS 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 Purchaser’s failure to provide adequate information or instructions.
4.1 If credit is approved accounts shall be due for payment not later 30 days after the date of invoice. Payment will otherwise be due before or on delivery of the Goods or performance of the Services.
4.2 If the Price (plus VAT and other applicable charges) is not paid in full when due then, without affecting any of JWS’s other rights or remedies, JWS may (a) cancel the Contract and/or suspend any further deliveries or performance of the Services; (b)charge interest at 8% a year above the National Westminster Bank PLC base rate at the time on all unpaid amounts; (c) withdraw all credit facilities extended and require immediate payment of all outstanding invoices whether or not due for payment; and/or (d) cancel and withdraw any trade discount allowed on the Price.
4.3 All accounts are payable without discount or deduction for any set-off or counterclaim whatsoever unless otherwise agreed in writing by JWS.
5.1 Delivery will unless otherwise agreed, be made at JWS’s premises. If JWS agrees to deliver the Goods to somewhere other than its premises, JWS 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 JWS is not liable for any delay in the delivery of the Goods.
5.2 If the Purchaser fails to take delivery of the Goods or fails to give adequate delivery instructions then, without affecting any of JWS’s other rights or remedies, JWS may invoice the Purchaser for the Goods and store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage and redelivery.
5.3 Any claim by the Purchaser for non or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified to JWS within 10 days from the scheduled delivery date. If delivery is not refused, and the Purchaser does not notify JWS accordingly, the Purchaser is not entitled to reject the Goods.
6 Risk and Property
6.1 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.
6.2 Title to and property in the Goods does not pass to the Purchaser until JWS has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to JWS from the Purchaser. Until property in the Goods passes to the Purchaser, the Purchaser will hold the Goods as JWS’s 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 JWS’s 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 JWS (without affecting any of JWS’s other rights or remedies) becoming immediately due and payable. Once property in the Goods has passed to the Purchaser or Goods are delivered on consignment, it is entitled to resell or use the Goods in the ordinary course of its business. JWS 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 JWS an irrevocable licence to enter, with or without vehicles, any of its premises for the purpose of inspecting or repossessing the Goods.
7 Insolvency of Purchaser
7.1 If the Purchaser shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts as they become due JWS is entitled to terminate 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.
8 Goods Warranty
8.1 Except as set out below in this Condition 8 and unless otherwise agreed in writing, JWS warrants that the Goods will materially correspond with any applicable JWS produced data sheets at the time of delivery and for 90 days thereafter when solely used for the purposes set out in the applicable data sheet and not further or otherwise. All other warranties, conditions or other terms implied by statute or common law (including fitness for purpose and infringement of third party intellectual property rights) are excluded to the fullest extent permitted by law. Without prejudice to the foregoing, JWS does not warrant that any software embedded in the Goods will be error-free or that such errors will be corrected. The warranty given in this Condition 8.1 is not transferable in any way.
8.2 Unless credit has been granted, no warranty claim may be made if the Purchaser has not paid the Price in full.8.3 Where a valid warranty claim is made in respect of any of the Goods under Condition 8.1, JWS can choose either to replace or repair the Goods (or the part in question) free of charge or grant credit to or refund to the Purchaser the Price of the Goods (or a proportionate part of the Price) at JWS’s absolute discretion, but JWS will have no further liability to the Purchaser under the warranty. This is the Purchaser’s sole remedy in respect of the Goods.
8.4 Unless otherwise indicated expressly in writing by a Director of JWS to the Purchaser, the Goods are not suitable for medical (including life-saving equipment), safety (including for use as a Deadman Switch) or mission critical applications.
9 Modifications, Substitutions, Returns and
9.1 Subject to Condition 9.2 and Condition 9.3, the Purchaser may upon payment of a restocking fee to JWS of 20 per cent of the price of the Goods and production of a valid return merchandise authorisation, return unused and undamaged Goods to JWS within 30 days of delivery by JWS to the Purchaser. Goods may only be returned 30 days after delivery at the sole discretion of JWS and shall be subject to the payment of an appropriate restocking fee decided upon by JWS. Such Goods must similarly be accompanied by a valid return merchandise authorisation.
9.2 All Goods returned under Condition 9.1 shall be at the sole cost of the Purchaser except in respect of Goods shipped in error to the Purchaser by JWS.
9.3 Condition 9.1 does not apply to Contracts where cash on delivery terms have been agreed and/or where bespoke amendments have been made to the Goods at the request of the Purchaser.
9.4 JWS reserves the right to modify its process or performance specifications for the Goods and to substitute goods substantially equivalent to those ordered or manufactured to the modified specifications. The Purchaser agrees that it is its responsibility to test all shipments of Goods so as to ensure that they are suitable for its requirements.
9.5 JWS may cancel all or any part of the Contract at its sole discretion at any time 30 days or more prior to (in the case of Goods) the scheduled delivery date of the Goods and/or (in the case of Services) the scheduled commencement date for performance of the Services.
9.6 The Purchaser may at any time 60 days or more prior to the scheduled delivery date of the Goods, reschedule the delivery date to any date not later than 12 months from the Contract date or the date of the first shipment, whichever the later.
9.7 The Purchaser may by notice in writing to JWS cancel all or any part of the Contract 90 days or more prior to the scheduled delivery date. No Contract can be cancelled within 90 days of the scheduled delivery date without the prior consent of JWS.
9.8 Where orders are varied, JWS reserves the right to reinvoice the Purchaser in respect of the number of Goods actually purchased, based on a revised Price. JWS also reserves the right in its sole discretion to increase the Price on any future deliveries under the Contract.
9.9 If the Purchaser fails to observe or perform any of the provisions of the Contract (or any previous Contract) JWS may (without prejudice to any other right or remedy) after notice summarily cancel the Contract and/or withhold delivery of Services and/or stop any Goods in transit and the payment of the Price of any Goods delivered shall become immediately due.
10 Services Warranty
10.1 JWS 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 in connection with the Services are excluded to the fullest extent permitted by law.
10.2 Where any valid warranty claim is made in respect of any Services, JWS can choose either to re-perform the Services to the extent necessary to make good any defect free of charge or to grant credit to or refund to the Purchaser the Price (or a proportionate part of the Price) at JWS’s absolute discretion, but JWS will have no further liability to the Purchaser under this warranty.
11 Additional costs
11.1 The Purchaser must, on request, pay any additional cost to JWS in supplying the Services caused by: (a) any breach, default, delay or variation by the Purchaser of its obligations under the Contract; (b) any factor beyond JWS’s reasonable control; (c) any change in the dates of the supply of the Services which the Purchaser requires; or (d) any delay caused by the Purchaser’s instructions or the Purchaser’s failure to give JWS adequate information or instructions when the order has been accepted or at any other time.
12 Copyright, Patents, Trade Marks and Other Intellectual Property Rights
12.1 The Purchaser acknowledges that any and all of the trade marks, copyright, patents, mask rights, semiconductor topography rights and other intellectual property rights (including present and future intellectual property rights) (“Intellectual Property Rights”) used or subsisting in or in connection with the Goods or the provision of the Services (including software, hardware and other parts thereof in which JWS or the respective manufacturer, developer or third party has an interest) are and shall remain the sole property of JWS or such manufacturer, developer or third party. The Purchaser shall not during or at any time after the completion, expiry or termination of the Contract in any way question or dispute the ownership thereof.
12.2 The Purchaser shall indemnify JWS fully against all liabilities, costs and expenses which JWS may incur as a result of work done in accordance with the Purchaser's request for Services involving infringement of any Intellectual Property Rights.
12.3 In respect of any software embedded in the Goods JWS grants the Purchaser a non-exclusive limited licence to use such software strictly only as embedded software in the Goods and for such software’s normal operation as embedded software in the Goods in accordance with these Conditions (“the Licence”). Except to the extent and in the circumstances expressly required to be permitted by the Purchaser by law or except as expressly permitted in writing by JWS, the Purchaser shall not copy, decompile, disassemble, translate, adapt, modify, reverse engineer or create derivative works of such software nor allow others to do so or attempt or purport to do any of such things. The Purchaser shall ensure that all third parties who come into possession of the Goods have notice of the Licence and agree to comply with its terms. JWS may terminate the Licence at any time if the Purchaser is in breach of any the terms and conditions of the Licence or the Contract.
13 Limitation of Liability
13.1 Except as provided in this Condition 13, the Purchaser shall accept sole responsibility for and JWS shall not be liable for any use of the Goods by the Purchaser, its agents and employees and the Purchaser shall hold JWS harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of such use.
13.2 Except as provided in Condition 13.4, JWS is not liable to the Purchaser because of any representation, or and warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for: (a) any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss; and/or (b) any indirect, special or consequential loss or damage (whether for loss of profit or otherwise); and in the case of either paragraph (a) or (b) above whether caused by the negligence, breach of contract, tort, or breach ofstatutory duty of JWS, its employees or agents or otherwise, arising out of or in connection with the Contract. 13.3 Except as provided in Condition 13.4, any other liability of JWS 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.
13.4 Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of JWS for death or personal injury caused by the negligence of JWS.
14.1 The Purchaser will at all times (and without limit of time) keep confidential information acquired in consequence of the Contract, except for information which it is bound to disclose by law or to its professional advisers where reasonably necessary for the performance of their professional services.
15.1 JWS is not liable to the Purchaser for any failure or delay in performance of its obligations under the Contract which is beyond its reasonable control including any labour disputes between JWS and its employees. 15.2 Any notice given under these Conditions must be in writing addressed to the registered office or place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents. Any notice must be given by hand or sent by first class (airmail if overseas) recorded delivery post. Notice is not validly served if sent by e-mail.
15.3 JWS may use or refer to the name of the Purchaser for the purposes of promoting JWS’s business (including such use or reference in relation to press releases, marketing literature and sales information).
15.4 The Purchaser may not assign, transfer, charge, subcontract or otherwise deal with the Contract in any way without the prior written consent of JWS. However JWS may assign, transfer, charge, sub-contract or otherwise deal in any or all of its rights and obligations under the Contract and the Purchaser consents to all these dealings.
15.5 These Conditions and the documents referred to in them, set out the entire agreement between the Parties and supersede any prior written or oral agreement between them relating to the subject matter of the Contract and the Purchaser acknowledges that in entering into the Contract, it has not relied on any representations not expressly set out in the Contract. 15.6 English law governs these Conditions and the Contract and each Party agrees to submit to the non-exclusive jurisdiction of the English Courts in respect of claims brought by JWS against the Purchaser and the exclusive jurisdiction of the English Courts in respect of claims brought by the Purchaser against JWS.
15.7 All rights and remedies under the Contract or by law are in addition to, and not exclusive of, any remedies provided by law.
15.8 If any provision of these Conditions is held to be illegal, void or unenforceable the legality, validity and enforceability of the remainder of the Contract is not to be affected.
15.9 Nothing in this Contract excludes liability for fraud.
15.10 No person (either legal or natural) who is not a Party has a right to enforce any term or condition of the Contract.
15.11 In these Conditions the words “other”, “including” and “in particular” do not limit the generality of any preceding words.