Terms and Conditions

Trade Sales

TERMS AND CONDITIONS

Application and Entire Agreement

1. These terms and conditions, together with the documents referred to in them (the “Terms”), set out the basis on which we will supply our goods (“Goods”) and services (“Services”) to you. By ordering any Goods or Services, you agree to be bound by these Terms. These Terms apply only if you are a business, trade, or professional customer, or acting in the capacity of a director, sole trader, or partner (“Business Customer”).
2. These Terms apply to the purchase of the Goods detailed in our quotation by the buyer (you or “Customer”) from JLS Distribution Ltd, a company registered in England and Wales under number 10964260, whose registered office is at Unit 4 Lumina, Martindale Road, Croft Business Park, Bromborough, Wirral, England, CH62 3PT (we, us, or “Supplier”). JLS Distribution Ltd is part of the same business group as Jacksons Leisure Supplies LTD and operates from the same premises. Orders placed with either entity are subject to these Terms.
3. These Terms are deemed accepted by you when you accept them, accept the quotation, or upon delivery of the Goods (whichever occurs earlier). They constitute the entire agreement between us and you.
4. These Terms and the quotation (together, the "Contract") apply to the purchase and sale of Goods between us and you, to the exclusion of any other terms you attempt to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

Definitions and Interpretations

5. Business Day: Any day other than a Saturday, Sunday, or bank holiday in England and Wales.
6. Customer: A Business Customer who:
   a. Is authorised to enter into a binding contract on behalf of their business and/or as an individual;
   b. Is at least 18 years old and legally capable of entering into binding contracts; and
   c. Provides accurate, complete, and non-misleading information when placing an Order.
7. Contract: The legally binding agreement between you and us for the supply of the Goods.
8. Delivery Location: The Supplier’s premises or any other location specified in the Order where the Goods are to be supplied.
9. Durable Medium: Any medium, such as paper or email, that allows information to be personally addressed to the recipient, stored for future reference for a sufficient period, and reproduced without alteration.
10. Goods: The goods advertised on the Website and supplied by us, as detailed in the Order.
11. Order: The Customer’s purchase request for Goods, submitted through the step-by-step process on the Website or at the Trade Counter.
12. Privacy Policy: The terms outlining how we handle confidential and personal information received via the Website.
13. Trade Counter: A physical location operated by the Supplier where Business Customers can place Orders, make inquiries, and collect Goods.
14. Website: Our website, www.jlsdistribution.co.uk, where the Goods are advertised.
15. Words in the singular include the plural and vice versa.
16. Headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

Goods

17. The description of the Goods is set out in our sales documentation, Trade Counter, Website, catalogues, brochures, or other forms of advertisement. Any description is for illustrative purposes only, and minor discrepancies in size, colour, or other specifications may occur. By accepting our quotation, you acknowledge that you have not relied on any statements, promises, or representations about the Goods beyond those expressly included in our documentation.
18. We may amend the specification of the Goods to comply with any applicable safety, statutory, or regulatory requirements.
19. For Goods made to your special requirements, you are responsible for ensuring the accuracy of any information or specification you provide.
20. All Goods displayed on the Website are subject to availability.
21. We may make further changes to the Goods to comply with applicable laws or safety requirements and will notify you of such changes.
22. We retain and use all information strictly in accordance with our Privacy Policy.
23. We may contact you by email, other electronic communication methods, or pre-paid post, and you expressly agree to this.

Basis of Sale

24. The description of the Goods in our sales documentation, Trade Counter, Website, catalogues, brochures, or other forms of advertisement does not constitute a contractual offer to sell the Goods. When an Order is submitted on the Website, we reserve the right to reject it for any reason. If we reject an Order, we will aim to notify you of the reason without undue delay.
25. The Order process for online purchases is outlined on the Website, allowing you to review and correct errors before submission. For Trade Counter Orders, our staff will assist you in placing the Order and confirm details before processing. You are responsible for ensuring the accuracy of the information provided during both online and Trade Counter Order processes.
26. A Contract for the sale of Goods is formed:
    A. For online or telephone Orders, when you receive an email from us confirming the Order (“Order Confirmation”). You must ensure the Order Confirmation is accurate and notify us immediately of any errors. By placing an Order, you agree to receive confirmation of the Contract via email, including all relevant details. You will receive the Order Confirmation within a reasonable time after the Contract is formed, but no later than the delivery of any Goods supplied under the Contract; or
    B. For Trade Counter purchases, upon payment for the Goods at our Trade Counter.
27. Any quotation is valid for a maximum of 30 days from its date, unless we expressly withdraw it earlier.
28. No variation of the Contract regarding the description of the Goods, fees, or otherwise can be made after it is entered into unless agreed in writing by both you and us.
29. These Terms and Conditions apply to Contracts entered into by you as a Business Customer.

Price & Payment

30. The price of the Goods (“Price”) is as set out in our quotation current at the date of your Order or as otherwise agreed in writing. The Price excludes packaging, transportation, delivery fees, VAT, and other applicable taxes or levies imposed by competent authorities.
31. If the cost of the Goods increases due to factors beyond our control—such as changes in material costs, labour costs, exchange rates, duties, or delivery rates—we may adjust the Price before delivery. You will be notified of any such changes, and the revised Price will apply only after this notification.
32. Discounts may be available at our sole discretion and are subject to written agreement.
33. Any quotation, including non-standard prices, is valid for 7 days from the date shown unless expressly withdrawn earlier by us.
34. We will invoice you for the Price:
    A. On or after delivery of the Goods; or
    B. If the Goods are to be collected by you, or if you fail to take delivery, after we notify you that the Goods are ready for collection or delivery has been attempted.
35. Payment must be made within 14 days of the invoice date unless alternative credit terms are agreed in writing. Payment is required even if delivery has not occurred or title to the Goods has not passed to you.
36. If payment is not made within the agreed period, we may suspend further deliveries and charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate until payment is received in full.
37. Time for payment is of the essence of the Contract. All payments must be made in British Pounds unless otherwise agreed in writing.
38. All amounts payable under these Terms must be paid in full without deduction or withholding, except as required by law. Neither party may claim set-off, counterclaim, or credit to justify withholding payment of any amount due.
39. Details of the Goods, as described in our sales documentation, are subject to change without notice and are provided for illustrative purposes only. These descriptions do not constitute a contractual offer to sell the Goods.
40. Special Orders:
    A. The price of Special Order Goods, manufactured or sourced to your specific requirements and not part of our standard advertised range, will be agreed in writing before the Contract is formed.
    B. Special Order Goods may require a non-refundable deposit or full upfront payment, as specified in the quotation or Order Confirmation.
    C. Special Order Goods are subject to the cancellation and return terms outlined in Clause 42.
41. Promotions and Incentives:
    41.1. General Terms of Usage:
    a. We may offer promotional codes and discounts (“Promotional Codes”), including discounts, offers, promotions, prize draws, vouchers, and competitions, through various channels to new and/or existing customers. By using a Promotional Code, you agree to the following:
    b. Promotional Codes cannot be used with other offers, discounts, or promotions. Only one Promotional Code may be applied per transaction or household.
    c. Promotional Codes are redeemed by entering them at the appropriate stage of the online purchase process or as expressly advertised.
    d. Promotional Codes are not exchangeable for cash and cannot be used to purchase gift vouchers or gift cards.
    e. Promotional Codes are non-transferable and non-refundable.
    f. Unless otherwise specified, Promotional Codes are valid for up to 3 days from launch or while available.
    g. Where a free item is offered, it is subject to availability. We may substitute it with a similar item of equal value and quality.
    41.2. Our Rights:
    a. We reserve the right to:
    b. Cancel or withdraw any Promotional Code;
    c. Refuse a customer’s participation in any promotion;
    d. Decline orders where a Promotional Code is invalid for the transaction;
    e. Exclude specific products from a promotion, indicated during the online order process or upon inquiry; and
    f. Amend this clause, providing reasonable notice where possible.
42. Either party may cancel the Order for any reason prior to acceptance or rejection of the quotation. Once the quotation is accepted and a Contract is formed, cancellation or alteration can only occur with mutual written agreement.

Right to Cancel and Effects of Cancellation

43. Exclusions:
    A. Cancellation rights under these Terms do not apply to bespoke or personalised Goods, perishable items, or sealed Goods unsealed after delivery that are unsuitable for return due to health or hygiene reasons.
    B. Special Orders—Goods manufactured or sourced specifically to your requirements—are non-refundable and cannot be cancelled once the Order is confirmed, except at our sole discretion.
    C. If we agree to cancel a Special Order, we may apply a restocking fee of 25% of the Special Order price, deducted from any refund.
44. Returning Goods:
    A. When returning Goods to us:
    B. If Goods were incorrectly supplied or are returned as new in their original packaging, they will be refunded, exchanged, or replaced if returned within 30 days of the purchase date, provided proof of purchase (e.g., our invoice) is supplied.
    C. For any other reason, we will examine the returned Goods and notify you in writing (including email) within a reasonable time of any refund (if applicable). To qualify for a refund, Goods must be in the same condition as received, with original packaging and accompanying documentation.
45. Refund Process:
    A. Refunds for returned Goods will be processed promptly, typically within 14 days of receiving the Goods or evidence of their return. Refunds will usually be made using the same payment method as the original purchase.
    B. For Services, we may deduct a proportional amount for the period the Service was supplied up to the time you notified us of cancellation.
46. Condition of Returned Goods:
    A. Goods returned must be in their original packaging, in the same condition as received, and accompanied by any product documentation. Goods showing evidence of use, damage, or marks (e.g., fuel, toxins, rubber) will invalidate the return. For sealed items (e.g., electrical products), the clear packaging must remain unopened.
    B. We are not responsible for loss or damage to Goods during return transit.
    46.1. Returned Goods, including free items, must be unused and, where applicable, in sealed clear packaging (e.g., electrical items). Failure to return a free item in its original condition will result in us deducting its full price from your refund or credit.
    46.2. For a credited part or order, only the amount paid (minus the cost of any free item, if applicable) will be refunded.
    46.3. For returned orders, any free items provided must be returned as new, in original packaging, with accompanying documentation and proof of the Promotional Code used. You bear the cost and risk of returning the free item.
    46.4. For a credited part or order, only the amount paid (minus the cost of any free item, if applicable) will be refunded.
47. Reimbursement for Returned Goods: If eligible, you will be reimbursed the full amount paid, including standard delivery costs, unless a deduction for loss in value applies due to unnecessary handling. Reimbursement will be made within 14 days of receiving the returned Goods or evidence of return.
48. Termination of Cancellation Rights: Cancellation rights cease if the Goods become inseparably mixed with other items after delivery or are altered from their original state.

Delivery

49. We will arrange delivery of the Goods to the address specified in the quotation or Order, or to another location agreed in writing.
50. If you do not specify a delivery address or if we agree, you must collect the Goods from our premises.
51. Subject to any special delivery service terms, delivery may occur at any time of day and must be accepted between 8:00 AM and 8:00 PM.
52. If you do not take delivery of the Goods, we may, at our discretion and without prejudice to other rights:
    A. Store or arrange storage of the Goods and charge you for all associated costs (e.g., transportation, storage, insurance);
    B. Arrange redelivery of the Goods and charge you for the costs of redelivery; and/or
    C. After 10 Business Days, resell or dispose of part or all of the Goods and charge you for any shortfall below the Price.
53. If redelivery is not possible, you must collect the Goods from our premises after notification. We may charge you for associated costs, including storage and insurance.
54. Delivery dates are approximate only, and time of delivery is not of the essence. We are not liable for delays caused by circumstances beyond our control or your failure to provide adequate delivery instructions.
55. We may deliver Goods in instalments, invoiced and paid for separately. Each instalment constitutes a separate Contract. Delays or defects in one instalment do not entitle you to cancel other instalments.

Inspection and Acceptance of Goods

56. You must inspect the Goods upon delivery or collection.
57. If you identify damages or shortages, you must notify us in writing within 7 days of delivery, providing details.
58. Unless otherwise agreed, we will only accept returned Goods if we are satisfied they are defective and, if required, after inspection.
59. Subject to your compliance with this clause and/or our agreement, you may return defective Goods, and we will repair, replace, or refund them (or part of them) as appropriate.
60. We will have no liability or obligation for Goods if:
    A. You fail to provide notice as required above;
    B. You use the Goods after giving notice of damages or shortages;
    C. The defect arises from failure to follow our oral or written instructions on storage, commissioning, installation, use, or maintenance;
    D. The defect results from normal wear and tear; or
    E. The defect arises from misuse, alteration, negligence, wilful damage, or acts by you, your employees, agents, or third parties.
61. You bear the risk and cost of returning Goods.
62. Acceptance of Goods is deemed upon your inspection, and in any event, within 4 days after delivery.
63. Risk in the Goods passes to you upon completion of delivery.
64. Title to the Goods passes to you only when we receive full payment (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services supplied to you for which payment is due.
65. Until title passes, you must:
    a. Hold the Goods on a fiduciary basis as our bailee;
    b. Store the Goods separately and not remove, deface, or obscure identifying marks or packaging; and
    c. Keep the Goods in satisfactory condition and insured against all risks for their full Price from the date of delivery.
66. Provided the Goods have not been resold or irreversibly incorporated into another product, we may, at any time before title passes, require you to deliver up the Goods. If you fail to do so promptly, we may enter your premises or those of a third party where the Goods are stored to recover them.

Warranty

67. You acknowledge that we are not the manufacturer of the Goods supplied. We do not provide warranties or guarantees regarding their quality or performance. However, we will use reasonable endeavours to pass on any product warranty from manufacturers and/or suppliers. If a manufacturer delivers defective or non-conforming Goods, we will use reasonable endeavours to ensure the manufacturer addresses the issue per their warranty terms.
68. Each Good (excluding lubricants, such as liquids, oils, and coolants) is supplied with a manufacturer’s warranty (“Warranty”). Warranty details will be provided with the Goods or upon request. The Warranty remains valid only if you comply with its conditions (“Warranty Conditions”).
69. Where we provide replacement Goods under the Warranty, our warranty period for those replacements runs from the original purchase date of the Goods being replaced and does not restart, unless we expressly state otherwise in writing. This does not affect any separate warranty provided by the manufacturer, which we will pass on to you in accordance with Clause 67.
70. We are not liable for replacements or repairs for Goods that become faulty after the Warranty period expires.
71. Your sole remedy for Goods failing to comply with the Warranty is as specified in the Warranty Conditions.
72. We must be given reasonable opportunity and facilities to investigate Warranty claims. If requested in writing, you must promptly return the Goods in question, securely packed with packaging materials, carriage paid, for examination.
73. We have no liability for claims where you fail to follow the warranty claim procedure in the Warranty Conditions.
74. The Warranty excludes defects arising from:
    a. Normal wear and tear;
    b. Wilful damage or negligence;
    c. Modifications or tampering with the Goods;
    d. Incorrect fitting by you or a third party;
    e. Abnormal working conditions;
    f. Failure to follow our or the manufacturer’s instructions (oral or written);
    g. Misuse, alteration, or repair without our approval; or
    h. Use on vehicles modified contrary to the manufacturer’s specifications or default settings.
75. All Goods must be installed by competent, qualified personnel using correct tools and procedures, adhering to relevant safety standards.

Termination

76. We may terminate the sale of Goods under the Contract if:
    a. You commit a material breach of your obligations under these Terms and Conditions;
    b. You are, become, or, in our reasonable opinion, are about to become subject to a bankruptcy order or any statutory provision for the relief of insolvent debtors;
    c. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement with your creditors; or
77. You convene a meeting of creditors, enter voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed over your assets or undertakings (or any part thereof), file documents with a court for an administrator’s appointment, give notice of intent to appoint an administrator (by you, your directors, or a qualifying floating charge holder per Schedule B1, para. 14 of the Insolvency Act 1986), pass a resolution or present a petition for winding up or an administration order, or commence proceedings related to your insolvency or possible insolvency.
78. Termination of Non-Trade Accounts:
    a. All purchases through our online store or in person require a valid trade account, approved following submission of a trade account application.
    b. If we determine, at our sole discretion, that an account does not meet the definition of a Business Customer (as per Clause 6) or was obtained through inaccurate or misleading information, we reserve the right to terminate the account and any associated Contracts with immediate effect.
    c. Upon termination under this clause, we may:
    i. Cancel any pending Orders;
    ii. Refuse further Orders; and
    iii. Require the return of any Goods delivered, at your expense, with a refund (if applicable) subject to Clause 46 (Condition of Returned Goods).
    d. Notice of termination will be provided in writing, in accordance with Clause 89, unless immediate action is required to protect our business interests.

Conformity and Guarantee

79. We are legally obligated to supply Goods that conform to the Contract. Goods will not conform if they fail to:
    a. Be of satisfactory quality;
    b. Be reasonably fit for any particular purpose you made known to us before the Contract (unless it was unreasonable to rely on our skill and judgment), or fit for any purpose we explicitly state or outline in the Contract; or
    c. Conform to their description.
80. Defects originating from your materials are not our responsibility.
81. We will, within a reasonable time, provide the benefit of any free manufacturer’s guarantee for the Goods, including the manufacturer’s name, address, duration, and territorial scope. This guarantee takes effect upon delivery and does not limit your legal rights.

Successors and Sub-contractors

82. Either party may transfer the benefit of this Contract to a third party while remaining liable for their obligations under it.
83. We may engage sub-contractors to perform our duties and remain fully liable for their actions in fulfilling the Contract.

Limitation of Liability

84. Our liability under the Contract, in breach of statutory duty, tort, misrepresentation, or otherwise, is limited to this section.
85. Subject to the clauses on Inspection and Acceptance and Risk and Title, all warranties, conditions, or terms implied by statute or common law (except those under Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
86. If we fail to deliver the Goods, our liability is limited to your costs and expenses in obtaining replacement goods of similar description and quality from the cheapest available market, less the Price of the Goods, subject to Clause 87 below.
87. Our total liability will not exceed the total Price payable by you under any circumstances.
88. We will not be liable (whether caused by our employees, agents, or otherwise) in connection with the Goods for:
    a. Indirect, special, or consequential loss, damage, costs, or expenses;
    b. Loss of profits, anticipated profits, business, data, reputation, or goodwill, business interruption, or third-party claims;
    c. Failure to perform obligations due to causes beyond our reasonable control;
    d. Losses caused by your failure or breach of obligations; or
    e. Losses related to your choice of Goods, their suitability for your purpose, or your use of them.
89. These exclusions do not limit our liability for death or personal injury caused by our negligence, matters where exclusion is illegal, or fraud/fraudulent misrepresentation.

Communications

90. All notices under these Terms must be in writing and signed by, or on behalf of, the party giving notice (or their duly authorised officer).
91. Notices are deemed duly given:
    a. When delivered, if by courier or messenger (including registered mail) during the recipient’s normal business hours;
    b. When sent, if by fax or email with a successful transmission report or return receipt;
    c. On the fifth Business Day after mailing by national ordinary mail; or
    d. On the tenth Business Day after mailing by airmail.
92. Notices must be addressed to the most recent address, email address, or fax number notified to the other party.

Data Protection

93. When supplying Goods, we may access, transfer, store, or process personal data of your employees.
94. Where such processing occurs, you are the ‘data controller’ and we are the ‘data processor’ as defined in the General Data Protection Regulation (GDPR), as amended, extended, or re-enacted.
95. ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, and ‘Data Subject’ have the meanings defined in the GDPR.
96. We will only process Personal Data to the extent reasonably required to provide the Goods, as outlined in these Terms or agreed with you. We will not retain Personal Data longer than necessary, nor process it for our own or third-party purposes.
97. We will not disclose Personal Data to third parties except employees, directors, agents, subcontractors, or advisors on a strict “need-to-know” basis, under conditions at least as stringent as these Terms, or as required by law.
98. We will implement and maintain technical and organisational security measures to protect Personal Data processed on your behalf. Our Data Protection Policy, available on our Website, provides further details. For enquiries or complaints, email: Enquiries@jacksonsleisure.com.

Circumstances Beyond the Control of Either Party

99. Neither party is liable for failure or delay in performing obligations under the Contract due to circumstances beyond their reasonable control, including industrial action, civil unrest, fire, flood, storms, earthquakes, terrorism, war, governmental action, or similar events.
    a. In such cases:
    b. The affected party will notify the other as soon as practicable;
    c. The affected party’s obligations are suspended to a reasonable extent, provided they act to mitigate the impact.
100. This clause does not affect your delivery rights or agreed cancellation rights.

No Waiver

101. No waiver of any breach of these Terms by either party is a waiver of any subsequent breach of the same or other provisions. Failure to enforce a provision does not constitute a waiver.

Severance

102. If any provision of these Terms is found unlawful, invalid, or unenforceable, it will be severed, and the remaining Terms will remain valid and enforceable.

Law and Jurisdiction

103. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.