Terms and Conditions - Wholesale
The Terms and Conditions below shall govern all sales of any products to any customers (a “Customer”) by J B Market SARL (herein referred to as “JBM”), and shall override any additional or conflicting conditions the Customer may attempt to impose. No variation on these Terms and Conditions shall be valid unless agreed in writing by a duly authorised representative of JBM.
These Terms and Conditions rescind any earlier terms and conditions of JBM and the Customer confirms it has not entered into any agreement governed by these Terms and Conditions in reliance on any other representations.
- All orders are subject to acceptance by JBM, and each order shall constitute a separate contract.
- All orders are subject to stock availability in the UK (at the time of the JBM order date).
- In the event that the order cannot be fulfilled, no replacement recommendation shall be given (unless requested in writing).
- Any order, or portion thereof, may be suspended or cancelled by JBM, without liability, in the event of any contingency, which hinders the manufacture, supply or delivery of any goods.
- No orders for alcoholic drinks shall be processed without an up to date copy of the alcoholic drinks license/permit being sent to JBM.
- The customer must "APPROVE ORDER" before 17h00, 21-days (the "order cut-off time") prior to the consignment arriving in Switzerland (the "scheduled delivery date", as advertised on JIMS.CH website).
- All orders (Quotations) must be Approved online (accepting these Terms & Conditions), prior to the order being processed by JBM. Failure to approve the Quotation, before the "order cut-off time", will result in the order being postponed, until such time the order is approved (consequently, the order shall be re-scheduled to the next "scheduled delivery date"), or cancelled if the quotation is not approved.
- By selecting "APPROVE ORDER" the customer is entering into a legally binding Agreement, committing to purchase the same from JBM, once the order has been delivered to Switzerland by the JBM freight forwarder.
- All orders (Quotations) are on DDP (Geneva Airport, Switzerland) or DDP (Gland, Switzerland) terms, as specified, by JBM, on the Quotation (including pallet/order consolidation charges, all Export/Import/T2 European Transit documentation charges, language ingredients labelling charges and Customs clearance agency fees).
- All orders (Quotations) exclude TVA, preferred pallet type charges and forwarding Delivery and Handling charges.
- The Customer shall be responsible for ensuring the accuracy of any order.
- JBM do not operate a Sale or Return policy.
- JBM shall not be liable for any loss of sales and/or revenue, caused by delay in collection or delivery of goods. Under no circumstances, shall the time and availability of delivery or collection be of the essence of the contract.
- Although every effort will be made to ensure product availability for mixed orders, actual availability can only be guaranteed on the date of order assembly in the UK.
- All transactions are subject to the rules of Incoterms 2010, but in the event of any inconsistency between these Terms and Incoterms 2010, these Terms and Conditions shall apply.
- The goods are at the risk of the Customer from the time when the Customer, or the Customer’s freight forwarder, collects the order from the DDP destination and delivers to the delivery address. If the Customer uses the JBM delivery service, then the goods are at the risk of JBM until the point of time when the Customer signs for their order.
- Customer invoices shall be dated on the day, following the date, when the consignment arrives at the DDP destination.
- Charges may be levied for goods not collected from the day, following the date when the consignment arrives at the DDP destination (CHF 8.00 per day), or for other reasons causing goods to be returned.
- JBM enforces a no return/no credit policy, due to Best Before End (BBE) date and Use By date, if the order is collected after the day, following the date when the consignment arrives at the DDP destination.
- JBM Delivery Charges: CHF 25.00 Geneva, CHF 30.00 Vaud, CHF 35.00 other
- JBM Handling Charge: CHF 10.00
- All JBM Delivery/Handling include TVA at 8%
- The Customer undertakes, warrants and represents that, notwithstanding any other provision in these Terms and Conditions, where any order placed by the Customer includes any good(s) which contain alcohol and to which any duties, taxes or other levies (Taxation) attach on account of such alcoholic content either in the place of delivery of such order or any other jurisdiction or territory (Alcoholic Goods), it shall be solely responsible for ensuring that all liabilities to Taxation, which attach to the supply of such Alcoholic Goods by JBM to the Customer, under these Terms and Conditions, shall be satisfied in full (without set-off or withholding) and on time, to the relevant administrative, governmental, judicial or regulatory agencies or bodies in all relevant jurisdictions or territories and the Customer shall (or shall procure that its personnel shall) submit to JBM such documentary evidence of the Customer's compliance with this provision as JBM shall require from time to time. The Customer shall indemnify, keep indemnified and otherwise hold JBM harmless against any of the following whatsoever, howsoever or wheresoever caused or arising:
- actions, proceedings, liabilities (including direct or indirect liabilities) claims or demands;
- all losses or damages (including indirect, consequential or special losses or damages); and
- all reasonable out-goings, reasonable costs, reasonable expenses (including legal expenses) which are awarded against, incurred by, paid by, taken or issued against JBM or JBM's personnel due to or as a result of a breach of this clause by the Customer or its personnel (or any negligence or failure of the Customer or its personnel in performing its obligations under this clause). In the event of any conflict between this clause and any other provision(s) of these Terms and Conditions, this clause shall prevail.
- Products will be supplied with adequate expiry dates for the UK market, but JBM accepts no responsibility in cases where this is not sufficient for the importing country. In no cases shall the expiry date of products be of the essence of the contract.
- JBM tries to ensure that any order will not include Price Marked (£PM) products; in the event the order contains a Price Marked product, this shall not give reason for product return or refund.
- JBM reserves the right (but not the obligation), without liability; to substitute products where they feel this would represent better value to the Customer (for example, to promotional packs).
- JBM warrants that all products supplied, conform to all relevant UK legislation, but shall have no liability for ensuring that the products supplied conform to the legislation, of any jurisdiction, other than the UK.
- JBM incorporates the costs to create and apply French language product ingredients labels to each unit, into its price, in order to ensure its Customers comply with Swiss law.
- It is the responsibility of the Customer to ensure that products ordered are acceptable under the laws of the importing country with respect to their packaging or ingredients or any other consideration in relation to them (and if requested should prove compliance with local legislation) (the Customer's Responsibility).
- In the event that the law of any jurisdiction into which the products are to be supplied, imposes any requirements, in respect of their labelling, packaging or ingredients or any other consideration in relation to them, the Customer shall notify JBM of such requirements (including in relation to any packaging or labelling assistance it requires JBM to provide) when accepting JBM's quotation for the supply of the products in accordance with these Terms and Conditions.
- Having consideration always for its obligation to comply with the Customer's Responsibility and to the extent that JBM assists the Customer in relation to the packing of any product, the Customer must (before the same is applied to any product) approve in writing any packaging to be used in connection with the supply and sale of products in the importing country and produced or otherwise supplied by JBM, thereby warranting, representing and undertaking to JBM that such packaging complies with domestic law of the importing country when applied to such products (Approved Content).
- JBM makes (and the Customer shall be entitled to rely upon) no warranty, representation, statement, recommendation or promise:
- as to the accuracy or completeness of any Approved Content or any of the information contained within it; or
- that the Approved Content complies (in whole or in part) with any legal or regulatory framework of requirements that applies to the territory or territories into which the relevant products are to be imported or supplied under or in connection with these Terms and Conditions;
- and the parties agree that JBM shall otherwise hold no liability (either to the Customer or to any third party) in connection with the use of any Approved Content on or in connection with any products supplied by JBM to the Customer.
- JBM shall have no liability, for ensuring that the products supplied conform to, the legislation of any jurisdiction, other than the UK, and the EC (and, in the case of the EC, JBM shall have such liability to the extent only that the same applies in the UK).
- Hazardous Cargo - Details of any hazardous or dangerous goods ordered by Customers will be automatically provided to hauliers, who may have to make arrangements under the International Maritime Dangerous Goods Code (IMDG) or Road/Air equivalents (ICAO, ADR, RID).
- Restricted Products/ Pharmaceutical/ Medicinal Products - JBM does not carry pharmaceutical and/ or medicinal products licensed for re-sale in Switzerland.
- Unless otherwise authorised, all products will be loaded on untreated pallets. If treated pallets are required then JBM must be advised in advance, in writing; additional charges will apply.
- All goods must be inspected by the consignee upon receipt, with any claim, by the Customer, based on any defect in quantity, quality or condition of the goods, being reported, in writing (email) to JBM, within 24 hours, and must include, where appropriate, photographic evidence, otherwise the goods will be deemed to have been accepted by the Customer.
- Where there is a valid claim, based on any defect of quantity, quality or condition, JBM may, at its absolute discretion, issue a credit note, equal to, not more than the invoice price of the goods in question, and shall have no further liability to the Customer.
- 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.
- Except in respect of death or personal injury caused by JBM's negligence, JBM shall not be liable to the Customer 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 any agreement for any 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 JBM, its employees or agents or otherwise which arise out of or in connection with the sale or supply of goods, including any delay in supplying or failure to supply the goods in accordance with the express terms of any agreement, or their use or resale by the Customer, and the entire liability of JBM under or in connection with any agreement for the sale of goods to the Customer by JBM shall not exceed the price for the goods.
- The Customer agrees to fully indemnify, keep indemnified and hold JBM harmless on demand against all losses, costs, claims, fines, demands, expenses and actions which JBM may suffer or incur as a result of the Customer's breach of any of these Terms and Conditions, or otherwise as a result of or in connection with JBM's supply of products to the Customer hereunder or any resale or supply of products to any third party in any territory, including any legal costs incurred by JBM in connection with such breach, supply or resale.
- The Price of the goods shall be as set out in the Quotation or Pro-Forma Invoice.
- TVA (at the appropriate rates) shall be charged to those Customers trading within Switzerland.
- Credit facilities may be extended at the discretion of JBM. JBM reserves the right to withdraw such facilities at any time.
- In the event that the Customer fails to make payment when it becomes due, JBM reserves the right to: a) defer or cancel pending or further orders; b) charge interest on any sums due at the rate of 2% per month (or part thereof); and c) charge to the Customer all expenses including legal fees, which may be incurred in recovering such outstanding sums.
- Customers experiencing financial difficulties may suggest a repayment proposal at the time of the due payment, subject to approval by JBM. If a repayment proposal is not received promptly, debts may automatically be referred to the nominated Debt Collector, who may charge the Customer, an additional administration fee. Data we provide to the Debt Collector, is securely held and passed to external legal advisers, tracing agents and third party agents, where appropriate, for the purpose of carrying out debt recovery and associated collection activities, in accordance with Swiss Law
- Payment by credit card will incur a 3.5% handling fee.
RETENTION OF TITLE
- Notwithstanding the passing of risk in the goods, title in the goods shall not pass to the Customer until JBM has received payment in full for the goods, together with payment of all other sums due. The Customer shall hold such goods as JBM's fiduciary agent and bailee, and shall keep such goods separate from all other goods, properly stored, protected and insured in such a way that they remain readily identifiable as JBM's property.
- The Customer grants to JBM its agents and employees an irrevocable licence at any time to cover the premises where the goods are stored in order to inspect them or where the Customer's right to possession has terminated, to recover them.
- Notwithstanding that Title in the goods has not passed to the Customer, the Customer shall be entitled to sell the goods in the ordinary course of business.
- Pending the transfer of Title in the goods to the Customer, the Customer shall forthwith upon written request deliver the goods to JBM, and hereby authorises JBM to enter into any premises where the goods are located to repossess the goods, in the event of default.
- Under no circumstances shall the supply of any goods, to a particular Customer, be interpreted by the Customer, or any party, as the granting of exclusive agency status for any particular market, brand or product by JBM.
- No agency agreements shall be entered into by JBM except when specifically negotiated and confirmed in writing between a duly authorised representative of JBM and the parties involved.
- All goods are supplied to Customers under these Terms and Conditions on the understanding that they shall not be re-exported into the UK (or any other territory within the European Union from time to time) without the express authority of JBM.
- The Customer shall, at all times keep all information acquired in consequence of or pursuant to these Terms and Conditions confidential.
- A notice to be given by either party to the other, under these Terms and Conditions, shall be in writing, addressed to that other party, at its registered office, or principal place of business.
BRIBERY & CORRUPTION
- For the purpose of this section of these Terms and Conditions: (i) Act means the Bribery Act 2010 (UK Law) or the Swiss equivalent; (ii) Adequate Procedures means such procedures as are required so as to comply with section 7(2) of the Act (and any guidance issued under section 9 of the Act; (iii) Anti-Bribery Laws means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including, but not limited to the Act (UK Law) or the Swiss equivalent; (iv) Anti-Bribery Policies means JBM's ethics, anti-bribery and anti-corruption policies (which are available for review on reasonable notice at the registered office of JBM) and any relevant industry code on anti-bribery, in each case as JBM or the relevant industry body may update them from time to time; and (v)Associated Person shall have the meaning given to such expression in section 8 of the Act (UK Law) or the Swiss equivalent.
- To the extent that any Anti-Bribery Laws apply to any aspect of the relationship between JBM and the Customer, including any Associated Persons of either, the Customer shall comply with any Anti-Bribery Laws and the Anti-Bribery Policies, and have and maintain in place its own policies and procedures, including, but not limited to, Adequate Procedures to ensure compliance with the Anti-Bribery Laws and the Anti-Bribery Policies, and will enforce them where appropriate.
- The Customer shall promptly report to JBM any offer, promise, or giving of, or any request for, agreement to receive, or acceptance of any undue financial or other advantage of any kind, to or by the Customer or JBM, or any Associated Persons of either of the same, in connection with the sales of any goods to any Customers by JBM.
- If so required by JBM at any time, the Customer shall certify to JBM in writing, signed by an officer of the Customer, compliance with this section of these Terms and Conditions by the Customer and all of its Associated Persons, providing also such supporting evidence of compliance as JBM may reasonably request.
- The Customer shall ensure that any Associated Person of the Customer who is undertaking any activity in connection with the sales of any goods to any Customers by JBM does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this section of these Terms and Conditions, and the Customer shall be responsible for the observance and performance by such persons of the same, and shall be directly liable to JBM for any breach by such persons of any of the same.
- The Customer hereby warrants to JBM that there has been no breach by it of the Anti-Bribery Laws and the Anti Bribery Policies in connection with the procurement and/or negotiation of the sales of any goods to any Customers by JBM.
These Terms and Conditions, constitute the entire agreement and understanding of the parties and supersede all prior agreements, representations (excluding fraudulent misrepresentations), writings, proposals, negotiations, understandings, communications, oral or written, express or implied between the parties regarding the subject matter of these terms and conditions and to the extent permitted by law and neither party is relying on any representations made that are not expressly included in these Terms and Conditions. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded under these Terms and Conditions.
These Terms and Conditions, and all transactions between JBM and any of our Customers shall be governed by, and construed in accordance with English Law (or the Swiss equivalent) and subject to the exclusive jurisdiction of the Swiss Courts.