Terms & Conditions
Page Contents
Payment Terms:
- Currency: All transactions are conducted in British Pounds Sterling (£ GBP).
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- Subsequent Orders: Subsequent orders will be processed under our standard payment terms of 30 days from the date of invoice, subject to satisfactory credit checks.
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Full T&C
- 1. Interpretation
1.1 In these Conditions:
- “Buyer” means the person, firm, entity, or company whose order for the Goods is accepted by the Seller.
- “Goods” means the items (including any instalment of the items or any parts thereof) that the Seller agrees to supply in accordance with these Conditions.
- “Seller” refers to John Caunt Scientific Ltd (registered in England under number 2382197), now operating as JCS Nuclear Solutions.
- “Conditions” means the standard terms and conditions of sale outlined in this document.
- “Contract” refers to the agreement for the purchase and sale of the Goods.
- “Writing” includes telex, cable, facsimile transmission, and comparable means of communication.
1.2 Any reference in these Conditions to any statutory provision 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 Conditions are for convenience only and shall not affect their interpretation.
2. Terms
2.1 Subject to clause 2.3, any order accepted by the Seller, whether or not it is based on or results from any quotation given by the Seller, is deemed to incorporate these Conditions. These Conditions shall override and exclude all other terms, provisions, conditions, and warranties, whether oral or written, express or implied (other than any condition or warranty implied by English law, the exclusion or restriction of which is prohibited, void, or unenforceable), and govern this Contract, even if included in or referred to in any document of the Buyer.
2.2 Any terms or conditions stipulated by the Buyer that are in rejection of, in addition to, or inconsistent with these Conditions and any others agreed to in writing by the Seller shall be deemed a counter-offer to the Seller and shall not be binding unless agreed to in writing by the Seller’s authorised representative. If the Seller rejects or does not accept this counter-offer, that rejection or non-acceptance shall be deemed a renewed offer to proceed on these Conditions and any others agreed by the Seller. Accordingly, performance by the Seller shall be deemed governed by the terms of that renewed offer.
2.3 No variation to these Conditions shall be binding unless agreed to in writing by the Seller.
2.4 The Seller’s employees or agents are not authorised to make any variations to these Conditions or any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.5 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 upon entirely at the Buyer’s own risk. Accordingly, the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
3. Orders and Specifications
3.1 In placing an order for Goods, the Buyer acknowledges that all information regarding weights, measures, powers, capacities, performance, and other data relating to goods contained in catalogues, price lists, advertisements, and other promotional material produced by the Seller are approximate only and are intended to present to the Buyer a general guide, the accuracy of which the Buyer must test for themselves. The Buyer acknowledges that to the best of the Seller’s knowledge and belief, the information contained in the said catalogue and other like material is true and accurate as at the date of printing of the catalogues, but that no representation of whatsoever nature has been made to the Buyer by the Seller or its agents, and that the Buyer relied upon their own judgment as to the nature and quality of the Goods and their suitability for the Buyer’s purpose.
3.2 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 liability on the part of the Seller.
3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs, and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark, or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC/EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 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 labour and material used), damages, charges, and expenses incurred by the Seller as a result of cancellation.
4. Price of the Goods
4.1 Unless otherwise agreed in writing by the Seller, the Seller reserves the right to vary the price quoted for the Goods in the Seller’s published price list current at the date of acceptance of the order.
4.2 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis. Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging, and insurance.
4.3 The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.4 Tariff Adjustment Clause
4.4.1 Tariff Imposition: In the event that any new tariff, duty, or tax is imposed on goods imported into the United Kingdom after the date of this agreement, the Seller reserves the right to adjust the price of the goods to reflect the additional cost incurred due to such tariff, duty, or tax.
4.4.2 Existing Contracts and Orders: This clause applies to all existing contracts and orders that have been confirmed but not yet delivered at the time the new tariff, duty, or tax is imposed. The Buyer agrees to pay the additional cost resulting from the imposition of the new tariff, duty, or tax.
4.4.3 Notification: The Seller will notify the Buyer in writing of any price adjustments due to the imposition of a new tariff, duty, or tax. The notification will include details of the additional cost and the revised price of the goods.
4.4.4 Payment: The Buyer agrees to pay the revised price as specified in the notification within the payment terms agreed upon in the original contract.
5. Terms of Payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for all sums due under the Contract on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay all sums due under the Contract (less any discount to which the Buyer is entitled, but without any other deduction) within 60 days of the date of the Seller’s invoice. The sums due are not deemed to have been paid until the Seller is in receipt of cleared funds. The time of payment of the sums due shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 The Buyer shall pay the price in full without any discount, deduction, set-off, or abatement on any goods.
5.4 If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 5.4.1 bring any action for the price even though delivery may not have taken place and property in the goods has not then passed to the Buyer; 5.4.2 cancel the Contract or suspend any further deliveries to the Buyer; 5.4.3 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 5.4.4 charge the Buyer compound interest (both before and after any judgment) on the amount unpaid, at the rate of 4 percent per annum above Barclays Bank Plc base rate from time to time accruing from day to day, 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 may, at the option of the Seller, be made by the Buyer collecting the Goods at the Seller’s premises after the Seller has notified the Buyer that the Goods are ready for collection or by any carrier instructed by the Seller.
6.2 Any dates given for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the estimated delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 The Seller shall not be liable for the consequence of any delay in delivery or failure to deliver if the duration is not substantial or if the delay or failure is due to any cause specified in clause 10.7 hereof.
6.5 If the Seller fails to deliver the Goods for any reason (other than any cause beyond the Seller’s reasonable control or the Buyer’s fault) and the Seller is notwithstanding clause 6.2 held liable to compensate the Buyer, the Seller’s liability shall be limited to the Contract price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault), the Seller may: 6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable insurance, storage, and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.7 The Buyer shall, in the event of non-delivery of the Goods, notify the Seller in writing within ten days from the date of the relevant invoice. If the Buyer fails to adhere to this obligation, the Seller shall not be responsible for any partial or total loss or damage or non-delivery of the Goods.
6.8 In the event of short delivery, the Seller’s liability shall be limited, at the Seller’s option, to making up the delivery or allowing credit in respect thereof.
7. Risk and Property
7.1 The risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 (in the case of Goods to be delivered at the Seller’s premises) at the time when the Seller notifies the Buyer that the Goods are available for collection; or 7.1.2 (in the case of Goods to be delivered otherwise than at the Seller’s premises) at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in all Goods supplied or sold by the Seller shall be retained by the Seller until all sums due on any account whatsoever from the Buyer to the Seller have been received by the Seller either in cash or cleared funds. Until such payment, the Buyer shall hold the Goods as bailee on behalf of and in a fiduciary capacity for the Seller and shall keep the Goods separate from those of the Buyer and third parties, properly stored, protected, and identified as the Seller’s property. If any indebtedness on any running account between the Seller and the Buyer is from time to time reduced to nil, this reduction shall not be deemed to have passed title to any Goods still in the possession of the Buyer at the time of any subsequent default in payment by the Buyer.
7.3 Pending the sale of the Goods and the payment of all sums due on any account by the Buyer to the Seller, the Buyer shall keep the Goods insured in the amount of the price at which the Goods were supplied to the Buyer against all insurable risks.
7.4 If the Goods are destroyed prior to the Buyer making payment in full for the Goods or any of them, the Buyer shall receive and hold the proceeds of any insurance monies relating to such Goods as trustee for the Seller and may, at the direction of the Seller, be required to pay over such proceeds to the Seller.
7.5 On the disposal of the Goods by the Buyer prior to the payment in full of the purchase price (which the Buyer shall be entitled to do in the ordinary course of its business as the fiduciary agent of the Seller), the Buyer shall be liable to account to the Seller for that part of the proceeds of sale thereof (“the Seller’s part of the proceeds”) which is equivalent to the price at which the same were invoiced by the Seller to the Buyer. The Buyer shall, as fiduciary agent for the Seller, pay the Seller’s part of the proceeds into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Seller by the Buyer acting in a fiduciary capacity and shall ensure that such account is never overdrawn. Any such sub-sale by the Buyer shall, as between the Buyer and the Seller, be effected by the Buyer as agent for the Seller but, as between the Buyer and the sub-purchaser, shall be effected by the Buyer as principal. Upon request by the Seller, the Buyer shall supply the Seller with details of any sub-sale and shall assign to the Seller any claim or right of action it may have against a sub-purchaser.
7.6 If the Goods of the Seller are admixed with products which are the property of the Buyer or are processed with or incorporated therein, the product thereof shall become and shall be deemed to be the sole and exclusive property of the Seller until payment in full by the Buyer of the purchase price of the Goods and shall be kept separate from goods belonging to the Buyer and third parties. The Seller shall be notified of the location thereof.
7.7 Until such time as the property in the Goods passes to the Buyer (and provided the Goods have not been resold), the Seller shall be entitled, in addition to any and all other rights available to it at any time, to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored or are thought to be stored and repossess the Goods. If the Buyer has failed to make payment by the due date, the Seller may also sue the Buyer for non-payment.
7.8 In the event of the Seller and/or the Seller’s agents recovering possession of any of the Goods in the circumstances referred to in clause 7.7 above, the Seller shall be entitled to resell the Goods. If upon resale of the Goods the proceeds of sale exceed the price or the balance of the price of the Goods due to the Seller from the Buyer, the Seller shall apply the balance of the proceeds of sale as follows: 7.8.1 first, reimbursing the Seller for the costs and expenses of the taking of possession and the sale of the Goods; and 7.8.2 second, paying any sums due and owing to other creditors of the Buyer in respect of other items and materials used in connection with the manufacture of goods supplied to the Buyer where the property in such items and materials has remained vested in such other creditors by reason of effective reservation of title clauses, provided that the claims of such other creditors pursuant to their reservation of title clauses have been notified to the Seller by the Buyer or its liquidator, receiver, manager, supervisor, or administrator, or by such other creditors.
8. Intellectual Property
8.1 All intellectual property and proprietary rights, including without limitation, copyright, registered and unregistered design rights, patents, know-how, data specifications, manufacturing processes, testing procedures, and all other technical, business, and similar information relating to the Goods, together with all designs, records, reports, documents, papers, and other materials whatsoever conceived, originated, or made by the Seller during the course of this Contract, shall vest solely in and remain with the Seller.
8.2 The Buyer agrees to assist the Seller and to do all such acts and things as the Seller’s legal advisers may advise as are necessary or desirable in order to give the Seller the full benefit of the provisions of this Clause.
8.3 The Buyer hereby assigns to the Seller by way of future assignment the design right as conferred by Part III of the Copyright, Designs and Patents Act 1988 in any work to be created in pursuance of this Contract by the Seller for the full term of design right therein, to the intent that the design right therein shall forthwith upon the completion of the work vest in the Seller.
9. Confidentiality
The Contract and its subject matter shall be treated as confidential between the parties and shall not be disclosed or publicised to any third party for any reason whatsoever without the Seller’s prior written consent. The Buyer agrees not to copy, publicise, or make available to any third party any drawings, patterns, tooling of any kind, written instructions, price details, specifications, and other technical papers supplied by the Seller or produced by the Seller for the purposes of this Contract. These items will remain the property of the Seller at all times and must be returned to the Seller on demand. Any such items supplied to the Buyer will be kept safe by the Buyer, who takes responsibility for replacing any item lost or damaged. Any such items shall not be modified in any way whatsoever except on the Seller’s prior written instructions.
10. Warranties and Liability
10.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
All goods supplied by JCS on behalf of LND Inc. have a warranty period of six (6) months from the date of original shipment. LND also states that: (1) all goods delivered pursuant hereto will be free from defects in material and workmanship; (2) all goods will conform to applicable specifications, drawings, and standards of quality and performance, and all items will be free from defects in design and suitable for their intended purpose, as so designed and approved by the Seller. Where it is agreed by both Seller and Buyer that parts are defective, the Seller’s liability shall be limited to the replacement or credit of such defective parts only. Return shipments of detectors classified as Dangerous Goods must be in compliance with United States CFR Title 49, Subtitle B, Chapter I, Subchapter C, Part 17.
10.2 The above warranty is given by the Seller subject to the following conditions: 10.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer. 10.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without the Seller’s approval. 10.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid by the due date for payment. 10.2.4 The above warranty does not extend to parts, materials, or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.3 Subject as expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to
11. Indemnity
11.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark, or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs, and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
11.1.1 The Buyer shall immediately inform the Seller of all such claims;
11.1.2 The Seller is given full control of any proceedings or negotiations in connection with any such claim;
11.1.3 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
11.1.4 Except pursuant to a final award, the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
11.1.5 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
11.1.6 The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of such claim;
11.1.7 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs, or expenses for which the Seller is liable to indemnify the Buyer under this clause; and
11.1.8 This indemnity shall not extend to infringements resulting from the use or adoption by the Seller of the Buyer’s parts, designs, or specific instructions. Where the Buyer’s parts, designs, or specific instructions are used, the Buyer undertakes to indemnify the Seller against any and all liability, loss, damages, claims, costs, and expenses arising out of any claim in respect of any infringement of any patent, trademark, registered or unregistered design right, copyright, or other proprietary rights whether in the United Kingdom or elsewhere resulting from the design, manufacture, use, supply, or resupply of the goods.
11.2 The Buyer agrees to indemnify the Seller against any damages, losses, costs, claims, or expenses incurred by the Seller in respect of any claims brought against the Seller by any third party for:
11.2.1 Any loss, injury, or damage wholly or partly caused by the Goods or their use;
11.2.2 Any loss, injury, or damage in any way connected with the performance of this Contract; provided that this clause will not require the Buyer to indemnify the Seller against any liability for the Seller’s own negligence.
12. Exhibitions
The Goods may not be exhibited at any show, display, or exhibition other than on the Buyer’s own premises or included in any competition unless the Seller’s written consent has first been obtained.
13. Right to Withdraw Goods
The Seller reserves the right to withdraw the sale or distribution of any goods without prior notification to or liability to the Buyer.
14. Repairs and Tests
Save where the Seller has otherwise incurred liability hereunder, all tests and all work or repair carried out by the Seller or its employees or its agents shall be at the sole risk of the Buyer.
15. Health and Safety at Work Act 1974
The attention of the Buyer is drawn to Section 6 of the Health and Safety at Work Act 1974. Notwithstanding anything herein contained, where the Seller provides the Buyer with information about the use for which goods are designed and have been tested and about any conditions to ensure that when put to that use they will be safe and without risks to health, the Buyer shall use the goods accordingly and comply with those conditions.
16. Termination
In addition to any other provisions for termination herein contained and without prejudice to any other remedies the Seller may have hereunder, the Seller may at its option terminate this Contract or any other contract between the Seller and Buyer and may cancel or suspend future deliveries (if any under this Contract or any other contract) if the Buyer:
16.1.1 Is in breach of any part of these Conditions or any other contract or order between the Seller and the Buyer; or
16.1.2 Being a body corporate, shall present a petition for its winding up or have a petition presented by a creditor for its winding up or convene a meeting to pass a resolution for voluntary winding up or shall enter into any liquidation whether compulsory or voluntary (other than for the purpose of voluntary reconstruction or amalgamation where the resulting entity assumes all the obligations of the Buyer under this Contract) or shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts; or
16.1.3 Being a partnership shall be dissolved; or
16.1.4 Being an individual shall commit any action of bankruptcy or shall die; or
16.1.5 Convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
16.1.6 Has a liquidator, receiver, administrator, supervisor, trustee, manager, or similar officer appointed of any of its property or assets or any analogous step is taken in connection with its insolvency or dissolution; or
16.1.7 Ceases, or threatens to cease, its business or substantially the whole of its business; or
16.1.8 Gives the Seller reason to reasonably apprehend that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
16.2 On termination, howsoever or whenever occurring, the Buyer shall pay to the Seller all costs, expenses (including legal and other fees incurred), and all arrears or charges or other payments arising in respect of the Goods under these Conditions or otherwise in addition to any other rights and remedies the Seller may have against the Buyer.
17. Export Terms
17.1 In these Conditions, ‘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. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
17.2 Where the Goods are supplied for export from the United Kingdom, to the extent that the provisions of this clause 17 are inconsistent with any other provision of these Conditions, the provisions of this clause 17 shall prevail.
17.3 The Buyer shall be responsible for complying with any legislation or regulation governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
17.4 Regardless of any disclosure made by the Buyer to the Seller, the Buyer shall where applicable:
17.4.1 Not either directly or indirectly export the Goods or any product incorporating the Goods without first obtaining a licence to export or re-export from the United Kingdom Government and/or the United States Office of Export Administration (the “OFA”);
17.4.2 Comply with the export regulations of the United Kingdom Government and/or the OFA.
17.5 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered Ex-Works and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
17.6 The Buyer shall be responsible for arranging and for the testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
18. Notice
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice shall be deemed to be served:
18.1 If sent by pre-paid first class post to the party to whom it is given, on the third day after posting; or
18.2 If sent by facsimile transmission or telex to the recipient’s facsimile or telex number, on receipt.
19. Waiver
Failure or neglect by the Seller to enforce at any time any of these Conditions shall not be construed nor shall be deemed to be a waiver of the Seller’s rights hereunder nor in any way affect the validity of the whole or any part of these Conditions nor prejudice the Seller’s right to take subsequent action.
20. Severability
If any provision of these Conditions is held by any competent authority to be unlawful, invalid, or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the full extent permitted by law.
21. Choice of Law
The Contract shall be governed and construed in accordance with English law and the Seller and Buyer agree to submit to the exclusive jurisdiction of the English Courts in the event
21. Choice of Law
The Contract shall be governed and construed in accordance with English law, and the Seller and Buyer agree to submit to the exclusive jurisdiction of the English Courts in the event of any disputes.
22. Quality Management
We are certified to BS EN ISO 9001:2015, and as such, our supply chain is required to adhere to our quality management system and principles.
23. Counterfeit Materials Policy
JCS operates a dynamic business model with a strong emphasis on partnerships and a valued supply chain. In-house core skills, capability, and expertise ensure effective response and understanding of our customers’ requirements. This includes the delivery of consultancy, design, marketing, sales, installation, and after-sales service of nuclear radiation detection, measurement, and protection systems and associated products, incorporating manufacturing responsibilities.
JCS has always had a robust procedure to prevent counterfeit materials due to the nature of products and services offered and the QA requirements of product design and supply. This policy was implemented in May 2017 to ensure that all purchases of commodities and components used in radiation sensing and shielding products, including shielding materials, detectors, instrumentation enclosures, components, and electronics, are sourced only through authorised suppliers.
As of May 2017, the same policy is also flowed down the supply chain on all purchase orders released by JCS. The valid flow-down rules are as follows:
- The procurement of materials from a non-approved supplier, distributor, or broker must be authorised by the appropriate person, due to the possibility of counterfeit materials.
- During extreme situations such as manufacturer’s allocation of product which causes material shortages and material is only available through a non-approved supplier, distributor, or broker, the customer must be notified prior to the purchase of any material.
- The customer must be notified if the source of material supplied becomes the subject of a legal or counterfeit issue.
- Any applicable flow-down requirements specified on the Purchase Order, including Customer requirements, shall flow down the supply chain.
- All pertinent records must be retained for a minimum of seven (7) years unless otherwise specified on the purchase order.
Terms and Conditions of Purchase
Introduction
These Terms and Conditions of Purchase (“Terms”) apply to all purchases made by JCS Nuclear Solutions (“Buyer”) from its suppliers (“Supplier”). By accepting any purchase order from the Buyer, the Supplier agrees to comply with these Terms.
- Payment Terms: Payment is due 30 days from the date of invoice unless otherwise agreed in writing.
- Warranty: The Supplier warrants that all products will be free from defects in materials and workmanship for a period of one year from the date of receipt.
- Delivery Terms: Goods purchased from outside the UK are subject to Incoterms®️ 2020 Ex-Works, C&F (Carriage and Freight), or on terms that do not make the Supplier responsible for arranging the insurance, unless agreed elsewhere and acknowledged in formal correspondence (by means of a counter-signed agreement, or purchase order from JCS Nuclear Solutions to The Supplier). Goods procured from the UK will be subject to Incoterms®️ 2020 DAP (Delivered at Place), unless agreed elsewhere and acknowledged in formal correspondence (by means of a counter-signed agreement, or purchase order from JCS Nuclear Solutions to The Supplier).
- Acceptance of Goods: Goods will be inspected upon receipt. Any defects or non-conformities must be reported within 10 business days. Acceptance of goods is subject to inspection and testing by JCS Nuclear Solutions.
- Return and Refund Policy: Goods may be returned within 30 days of receipt if they do not meet the agreed specifications. A restocking fee of 10% may apply.
- Liability and Indemnity: The Supplier shall indemnify and hold JCS Nuclear Solutions harmless from any claims, damages, or expenses arising from the Supplier’s breach of these terms or negligence.
- Intellectual Property: Any intellectual property provided by JCS Nuclear Solutions remains the property of JCS Nuclear Solutions. The Supplier may not use this intellectual property for any purpose other than fulfilling the order.
- Governing Law: These terms and conditions are governed by the laws of the United Kingdom.
- Force Majeure: Neither party shall be liable for any failure to perform its obligations due to unforeseen events beyond its reasonable control, including but not limited to natural disasters, war, or government actions.
- Confidentiality: The Supplier agrees to keep all information received from JCS Nuclear Solutions confidential and not to disclose it to any third party without prior written consent.
- Dispute Resolution: Any disputes arising from these terms and conditions shall be resolved through arbitration in accordance with the rules of the Chartered Institute of Arbitrators.
- Amendments: These terms and conditions may be amended only by a written agreement signed by both parties.
- Compliance with Laws: The Supplier agrees to comply with all applicable laws and regulations in the performance of its obligations.
- Quality Assurance: The Supplier shall maintain a quality assurance program to ensure that all products meet the agreed specifications and standards.
- Termination: Either party may terminate this agreement with 30 days’ written notice if the other party breaches any material term of this agreement and fails to remedy the breach within 30 days of receiving notice of the breach.
- Counterfeit Materials Policy:
JCS runs a dynamic business model which has a strong emphasis on partnerships and a valued supply chain. In-house core skills, capability and expertise ensure effective response and understanding of our customers’ requirements; this includes the delivery of consultancy, design, marketing, sales, installation and after-sales service of nuclear radiation detection, measurement and protection systems and associated products, incorporating manufacturing responsibilities.JCS has always had a robust procedure to prevent counterfeit materials due to the nature of products and services offered and QA requirements of product design and supply. This policy was implemented in May 2017 to ensure that all purchases of commodities and components used in radiation sensing and shielding products, including shielding materials, detectors, instrumentation enclosures, components and electronics, are sourced only through authorised suppliers.
As of May 2017, the same policy is also flowed down the supply chain on all the purchase orders released by JCS. The valid flow-down rules are as follows:
- The procurement of materials from a non-approved supplier, distributor or broker must be authorised by the appropriate person, due to the possibility of counterfeit materials.
- During extreme situations such as manufacturer’s allocation of product which causes material shortages and material is only available through a non-approved supplier, distributor or broker, the customer must be notified prior to purchase of any material.
- The customer must be notified if the source of material supplied becomes the subject of a legal or counterfeit issue.
- Any applicable flow down requirements specified on the Purchase Order, including Customer requirements, shall flow down the supply chain.
- All pertinent records must be retained for a minimum of seven (7) years unless otherwise specified on the purchase order.
- Flow-Down Terms and Conditions:
Occasionally, JCS Nuclear Solutions will be required to flow-down terms and conditions from its nuclear or defence customers. This includes compliance with the Nuclear Installations Act 1965 and any other relevant legislation. The Supplier agrees to comply with these additional terms and conditions as specified in the purchase order.
Conclusion
These Terms and Conditions of Purchase are designed to ensure a clear and fair relationship between JCS Nuclear Solutions and its suppliers. By adhering to these Terms, both parties can maintain a productive and mutually beneficial partnership.
Terms and Conditions for Loaning Equipment
Loan Period
- The equipment is loaned to the recipient for the purpose of evaluation and/or demonstration for a pre-arranged period of starting from the date of receipt.
Responsibility and Care
- The recipient is wholly responsible for the equipment from the time it is received until it is returned.
- The recipient agrees to take all necessary precautions to protect the equipment from damage, loss, or theft.
Inspection and Condition
- The equipment will be inspected by the lender before dispatch and upon return.
- Any damage or loss identified during the inward inspection upon return, including during transit, will be the responsibility of the recipient.
Costs and Liability
- The recipient agrees to cover any costs incurred for repair or replacement of the equipment if it is damaged, lost, or stolen while in their possession.
- The recipient is liable for any costs associated with the inward inspection process to be carried out by JCS upon receipt and reported within 7 days.
Return of Equipment
- The recipient must return the equipment by and agreed date in the same condition as it was received, subject to normal wear and tear.
- The recipient is responsible for ensuring the equipment is securely packaged and shipped back to the lender.
Governing Law
- These terms and conditions are governed by the laws of England and Wales.