Conditions of sale

Please find below the Janus International Europe Limited Terms and Conditions of Sale.

  1. Format of the Contract
    1. A Contract between the parties shall only be formed when both parties sign the Commercial Terms after Janus accepts a quoted Specification between the Buyer and Janus, providing a Janus-issued reference number to the Buyer. The parties’ signature of the Commercial Terms shall constitute an unequivocal agreement by both parties to be bound by these Conditions (and the Additional Conditions).
    2. The parties acknowledge and agree that the Additional Conditions set out in Part C shall only be applicable to any Works undertaken by Janus, and such Additional Conditions shall not apply where Janus provides Goods only.
  2. Definitions and Interpretation
    1. Terms defined in the Commercial Terms shall have the meaning given therein.
    2. The following words and phrases shall have the meaning set out below unless the context requires otherwise:
      1. Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
      2. Conditions means these terms and conditions of sale;
      3. Confidential Information means any and all information provided by either party under the Contract that is either (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential) or (ii) information (however communicated) that is of a type that the other party could reasonably have been expected to know that the information was confidential;
      4. Due Date for Payment means the date on which Janus’s entitlement to payment becomes due under the Contract;
      5. Final Date for Payment means the date on which payment must be made by the Buyer to Janus;
      6. Goods means the goods/products to be supplied by Janus to the Buyer as identified in the Commercial Terms;
      7. Practical Completion shall occur on the date when Janus deems, through a PDC (Practical Date of Completion) email or otherwise, that it has completed all the Works in accordance with the terms of the Contract save for minor defects;
      8. Price means the total amount payable to Janus pursuant to the Commercial Terms;
      9. Quotation means the quotation issued by Janus to the Buyer, in response to a Specification, setting out the terms by which Janus is willing to supply Goods and/or Works, as referenced by a reference number issued by Janus, and confirmed in the Commercial Terms;
      10. Specification means the specification of the Goods and/or the Works provided by the Buyer to Janus, setting out the Buyer’s requirements to be purchased from Janus; and
      11. Works means the works to be carried out by Janus, if any, as described in the Commercial Terms, together with any variations made in accordance with the Contract. Where the Contract is for the supply of Goods and the carrying out of Works, the expression “Works” shall be deemed to include the provision of Goods.
    3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    5. A reference to writing or written includes email.
    6. A Quotation given by Janus shall not constitute an offer and can be withdrawn or revised at any time before acceptance of an order by Janus. A Quotation shall only be valid for a period of 30 days from its date of issue.
    7. Any samples, drawings, descriptive matter or advertising produced by Janus and any descriptions or illustrations contained in Janus’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force unless specifically listed in the Contract Documents. In the event of any contradiction between the Contract and any drawings, this Contract shall take precedence.
    8. On completion of the project as-built drawing(s) can be made available to the Buyer but do not form part of Janus’s contractual obligations within this Contract.
    9. Any terms and conditions contained in any document provided by the Buyer shall not apply and shall be excluded unless specifically agreed in writing by Janus.
    10. No variation shall be made to these Conditions (or Additional Conditions) unless expressly agreed by Janus in writing in the Commercial Terms.
  3. General Obligations of Janus
    1. Janus shall supply the Goods and perform (or procure the performance of) the Works, as applicable, in accordance with the Contract.
  4. General Obligations of the Buyer
    1. The Buyer shall provide Janus with an accurate Specification for the Goods and/or the Works which it wishes to purchase from Janus. Janus will then confirm the Goods and/or Works it is willing to supply, and the terms by which it is willing to supply the Goods/Works in a written Quotation, as set out in the Commercial Terms.
    2. The Buyer shall provide free of charge to Janus all reasonable and necessary attendances and facilities to enable Janus to unload and store the Goods and carry out and complete the Works on Site, in addition to providing those attendances and facilities set out in the Contract Documents (if any).
    3. The Buyer shall be responsible for ensuring Janus is able to deliver the Goods safely and on time, and shall be responsible for ensure Janus is able to undertake the works safely and on time. Without limitation to the generality of the foregoing, the Buyer shall:
      1. provide Janus with full access to the Site, as required by Janus, and shall not hinder or prevent Janus from delivering the Goods or carrying out the Works, as applicable;
      2. be responsible for securing the Goods on Site and shall bear the responsibility for any theft from Site or damage to the Goods which occurs on Site;
      3. provide proper detailed and accurate delivery instructions to Janus in the Commercial Terms, and shall update Janus immediately should any alterations be required to such instructions. Where any such alterations are agreed by Janus, the Buyer shall be responsible for any costs arising from any such alterations or any special requirements of any Site;
      4. provide Janus with any access codes or entry credentials for manned reception as necessary;
      5. make the Site ready for Janus to access, survey (as required), deliver and perform the commissioned Works as well as notifying Janus if the Site is deemed not ready. The Buyer accepts that any additional charges in relation to failed deliveries, accessibility, labour or any other delay will be at the cost of the Buyer.
  5. Contract Price
    1. The Price shall be as set out on the Quotation, based on today’s available pricing, and is exclusive of VAT, GST, TVA, duties, customs levies and ALL other relevant charges which are the liability of the Buyer at the rate ruling on the date of the Buyer’s order.
    2. Unless otherwise specifically agreed in writing, Janus shall have the right to adjust the Price to take into account any increase in any direct or indirect cost (including materials and labour as well as any other third party elements that form any part of the scope) to Janus since the date of the formation of the Contract and any variations instructed pursuant to clause 8.
    3. Where, following the Quotation (or any variation instructed pursuant to clause 8), steel prices and relevant foreign exchange rates move by 5% or more, Janus shall be entitled to adjust the Price to take into account such change.
    4. Subject to clause 5.1, 5.2 and 5.3 above, the Price as set out on the Quotation is held firm for 30 days from date of Quotation, and generally presumed for the client to have appropriate specification freeze and site progress and building access for any scope of Janus’ works to become allowable to be within 3 months of the contract date to avoid any necessary re-quotation becoming necessary.
  6. Payment
    1. Any invoice queries or inaccuracies must be in writing and received by Janus’s credit control department within seven days from the date of invoice.
    2. Unless otherwise specifically offered and agreed by Janus, invoices for projects with less than three weeks installation will be raised in this sequence:
      1. deposit and final Contract value as per the Commercial Terms; then
      2. variations will be invoiced as soon as practical after being agreed by the parties.
    3. Unless otherwise specifically offered and agreed by Janus, invoices for projects with over three weeks installation will be raised in this sequence:
      1. deposit; then
      2. project progression instalments and final Contract value; then
      3. variations will be invoiced as soon as practical after being agreed by the parties.
    4. The Due Date for Payment shall be the date of the invoice provided by Janus. Unless otherwise agreed between Janus and the Buyer and specified on the invoices submitted by Janus, the Buyer shall pay the Price (or relevant portion thereof) within 14 days of the Due Date for Payment (the “Final Date for Payment”).
    5. Where the parties have agreed in the Commercial Terms that the Buyer will engage a Third Party Finance Provider to finance a project, the Buyer shall provide written evidence of the Third Party Finance Provider’s consent to the Buyer entering into the Contract on the terms herein upon demand from Janus. If any other company other than the Buyer is to be invoiced, their commercial details must be provided.
    6. If the Buyer fails to pay on the Final Date for Payment, then the whole price of all Goods bought or agreed to be bought by the Buyer shall be due and payable without demand and Janus shall (without prejudice to any other remedy available) be entitled to:
      1. delay commencement and delivery of Goods and/or Works;
      2. treat such failure as repudiation, cancel the Contract and withdraw labour on it and in this event charges may apply to recover the costs and damages to Janus;
      3. suspend the Contract, in this event Buyer shall allow Janus a reasonable period of time in which to re-commence the Works following payment and shall pay Janus’s reasonable costs and expenses of re-mobilisation; and/or
      4. charge the Buyer interest (accruing daily) on the unpaid sums, before and after judgement at the rate of 8% APR above the base of the Bank of England for the time being in force.
    7. Payment shall be made without deduction, set-off, lien, abatement or any other similar right or claim. Janus expressly does not accept retention, liquidated damages, third party discounts or back charges unless agreed to in writing prior to the commencement of any Contract.
    8. Non-UK Buyer companies who are unable to provide Janus with a validated VAT number will be charged the appropriate VAT.
    9. Payment shall be deemed to be made when amounts paid are received into Janus’s nominated bank account in cleared funds.
    10. Janus may undertake a credit check on the Buyer, or any Third Party Finance Provider utilised by the Buyer. By agreeing to the Contract, the Buyer consents to any such credit check (and shall procure such consent from any Third Party Finance Provider utilised) and to sharing the Buyer’s data with credit reference agencies for this purpose.
    11. Janus shall be entitled to recover any legal fees and costs incurred in the course of any enforcement and/or collections efforts in relation to unpaid or late sums due under this Contract.
  7. Warranty

    Except as set out in this clause 7, Janus makes no warranty in respect of the performance or condition of the Goods or any Works.

    Goods Manufactured by Janus (including Partitioning and Door Materials)

      1. Janus guarantees its own manufactured or produced Goods including partitioning and door materials for a period of twenty (20) years from the production date, and mechanical products for a period of five (5) years from the production date. During such guarantee periods Janus will, at its option, either repair the defective Goods without charge for parts and labour, or will provide a replacement in exchange for the defective Goods on the conditions set out in clause 7.6 below.
      2. Janus warrants that Goods manufactured and supplied by Janus under this Contract shall be free from defects in material/workmanship. Janus’ obligations under this warranty shall be limited exclusively to repairing or replacing, at Janus’ option, any part of Goods which, if properly installed, used and maintained, proved to have been defective in material or workmanship within one (1) year from the commencement date of shipment or installation whichever comes first.
      3. Replacement products provided by Janus for warranty work may be new or reconditioned but will perform as new. For the avoidance of doubt, replacement products shall only be under warranty for the period remaining from the original warranty period.
      4. While Janus will try to supply Goods in accordance with the quality of samples shown, this cannot be guaranteed and no condition or warranty to this effect shall be implied.
      5. For the avoidance of doubt, reference to Goods manufactured by Janus does not include any parts or material which form part of the Goods but which have been supplied by third parties to be used by Janus or added to their manufactured Goods.

    Warranty Conditions

    1. The warranties set out in this clause 7 are given by Janus strictly subject to the following conditions:
      1. the Buyer shall notify Janus of the relevant breach of warranty in writing prior to the expiration of the relevant warranty period and must give Janus reasonable opportunity to remedy the alleged breach in the first instance. Any breach or alleged breach notified outside of the relevant warranty period shall not be covered by the warranty;
      2. the warranties shall not apply to any normal wear and tear, or any defect, failure or damage caused by improper or incorrect installation, use or application, misuse, neglect or improper or inadequate maintenance and care, including but not limited to those referred to in the manual;
      3. the warranties shall not apply to any damage resulting from repairs or attempted repairs made by the Buyer or any person other than Janus or its approved representatives;
      4. the warranties shall not apply to any Goods and/or Works that have been altered, modified or customised, or integrated with any other product(s);
      5. the warranties shall not apply to any consumable products (such as batteries) which are normally consumed in operation, or which have a normal life inherently shorter than the relevant warranty period;
      6. Goods used externally, noting that not all Goods are suitable for external use, will be weather resistant and not weather proof;
      7. Janus’ responsibility to repair or replace defective Goods is the sole and exclusive remedy provided to the Buyer for breach of warranty; and
      8. Janus will not be liable for any indirect, special, incidental, or consequential damages irrespective of whether Janus has advance notice of the possibility of such damages.
    2. To the extent of any conflict between the summary of warranty provisions set forth herein and the full warranty as shown on Janus’s website, the provisions of the full Warranty on Janus’s website shall prevail.
  8. Variations
    1. The Buyer acknowledges that any variation to the Specification or nature of the Goods and/or Works which is requested by the Buyer may have a time and cost implication.
    2. The value of all variations requested by the Buyer and accepted by Janus shall be notified and invoiced to the Buyer by Janus as soon as practical.
    3. If the Buyer makes a verbal or email request for a variation, the Buyer shall provide a signed confirmation of that instruction within 24 hours, and Janus shall have no obligation to honour such variation prior to receiving such confirmation. Where Janus is requested to proceed with such variation prior to receiving confirmation and (at its sole discretion) elects to do so, all costs incurred by Janus as a result of undertaking such variation shall be for the Buyer.
    4. Additional costs for alterations made for inaccuracies of the Buyer’s Specification or information given by the Buyer or changes made to what was agreed in the Commercial Terms and/or the Quotation are the responsibility of the Buyer.
    5. If for any reason the Goods or Works are suspended, postponed or terminated for any reason other than a decision by Janus, any associated costs are the liability of the Buyer.
    6. Janus reserves the right to make reasonable change to the Commercial Terms and/or the Quotation if needed at its sole discretion, or to satisfy statutory regulations.
    7. Where buildings/structures are not complete or actual accurate measurements cannot be taken on Site, the sizes and costs of Goods given are estimated and could be subject to revision when accurate measurements are made available.
    8. Janus is not under any obligation to accept a proposed variation to the Goods or Works.
  9. Termination
    1. Without limiting its other rights or remedies, Janus shall be entitled to terminate the Contract forthwith upon giving written notice if:
      1. the Buyer commits a remediable breach of any of the provisions of the Contract and fails to remedy the same within 14 days after receipt from Janus of a written notice giving full particulars of the breach required to be remedied;
      2. the Buyer commits an irremediable breach of any of the provisions of the Contract;
      3. the Buyer is put into administration or becomes Insolvent, is liquidated or dissolved, or is otherwise subject to any of the circumstances or events identified in clause 17.1; or
      4. there is any material change to Buyer’s management or if the Buyer company is, or deemed to be, not a going concern.
    2. Where Janus terminates the Contract pursuant to clause 9.1, Janus shall be entitled to be paid the value of the Works and/or Goods carried out/supplied to date (less any sums already paid), its reasonable demobilization or other expended costs and a sum in respect of loss of profit and overheads.
    3. Should the Buyer seek to cancel the project, then Janus shall be entitled to recover expended costs and loss of profit.
    4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  10. Insurance and Injury to Property
    1. Janus shall have no responsibility for loss or damage to the Works, the Site, or Goods on Site. It shall be the Buyer’s responsibility to obtain a policy of insurance to cover such risks.
  11. Liability
    1. Janus has obtained insurance cover in respect of its own legal liability for claims in relation to the Contract and has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause 11 reflect the insurance cover Janus has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess loss.
    2. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    3. Save as expressly agreed in writing by Janus and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    4. Subject to clause 11.11, Janus’s total liability to the Buyer in respect of all matters arising out of, under or in connection with the Contract, including (without limitation) any breach of Janus’s obligations under the Contract, whether arising in contract, tort, statute, strict liability or otherwise, shall not exceed the Price.
    5. Janus shall not be liable to the Buyer by reason of any representation, implied warranty, condition or term, or any duty at common law, under the Contract for any consequential loss or damage (including loss of profit, and whether caused by the negligence of Janus or otherwise), arising out of the supply of the Goods or their use or resale, except as expressly agreed in writing by Janus. The statutory rights of consumers are not affected.
    6. Janus is not responsible for any representation of its employees or agents unless confirmed in writing by Janus.
    7. Subject to clause 11.11, the following types of loss are wholly excluded:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss arising from delays in time;
      5. loss of anticipated savings or anticipated revenue;
      6. loss of use or corruption of software, data or information;
      7. loss of or damage to goodwill; and
      8. indirect or consequential loss.
    8. Any error or omission in any document or information of Janus may be corrected without liability by Janus. No description or illustration in any literature of Janus shall form part of the Contract.
    9. No claims or proceedings arising out of or in connection with the Contract and/or the Works and/or the Goods shall be brought against Janus after the expiry of 6 years following the date of Practical Completion of the Works or the last date the Goods are supplied, whichever is the later.
    10. Janus’s liability in respect of death, injury to persons and damage to property shall be only to the extent that such death, injury or damage has been caused by the negligence or default of Janus.
    11. Nothing in this clause 11 shall exclude or limit Janus’s liability for (i) death or personal injury caused by Janus’s negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) defective products under the Consumer Protection Act 1987; or for any other matter in respect of which the law provides that liability may not be excluded or limited.
  12. Collection and Delivery
    1. The Goods will be delivered to the Delivery Address and on the Delivery Date(s) identified in the Commercial Terms, subject to the Delivery Terms set out in the Commercial Terms. Dispatches will be priced and freighted to be by direct route, unaccompanied and not groupage, unless specifically agreed otherwise.
    2. Notwithstanding the provisions of clause 12.1, Janus’s obligation to deliver the Goods on the Delivery Date is conditional upon the deposit being received by Janus (in accordance with clause 6) more than the lead time set out in the Commercial Terms prior to the Delivery Date. The Buyer acknowledges and agrees that Janus requires at least the lead time following receipt of the deposit in order to complete delivery, and if the deposit is received less than the lead time prior to the Delivery Date, Janus will be entitled to adjust the Delivery Date accordingly.
    3. Where Goods are being collected, all Goods must be collected within five Business Days of Janus making the Goods available for delivery, unless agreed by Janus separately in writing in the Commercial Terms. Any costs associated with late collection will become payable by the Buyer.
    4. In cases where the materials/Goods have been produced by Janus, where Janus has been delayed/deferred delivery to the Buyer location for any reason not directly caused by Janus, the Buyer accepts storage costs for the Goods at 5% of the materials value per month or part thereof.
    5. In cases where the materials/Goods have been supplied to Janus through a third party, should any materials have to be stored off Site after the intended delivery dates any costs incurred by Janus will be added to the Contract value and accepted as payable by the Buyer.
    6. Janus shall be entitled to deliver the Goods in one or more consignments to accommodate for Janus’s production requirements or build sequence. Janus will have the sole discretion to accept any Buyer requests with regards to sequencing, which may add additional charges to the Buyer.
    7. Where Goods are purchased on a supply only basis, Janus accepts no responsibility for any additional Buyer incurred costs should the delivery become delayed.
    8. If five Business Days after the day on which Janus has been delayed/deferred delivery or collection, the Buyer has not taken collection or delivery of them, Janus may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the Price of the Goods or charge the Buyer for any shortfall below the Price of the Goods.
    9. Buyer shall dispose of the packing materials for Goods at its own expense, and indemnify Janus from any legal obligations in connection with such packing waste.
    10. If access to the Site is impaired and materials have to be unloaded by hand, unless specifically accepted/agreed differently in writing by Janus, the Buyer will be liable for any associated additional costs. Handballing can include, but is not exclusively limited to (due to un-known Site situations), any type of additional manual/mechanical conveyancing of materials required from truck/vehicle/lift/pallet/access via windows or other that would be deemed to be out of ordinary unhindered access.
    11. The cost of provision of forklifts, if included in the Commercial Terms, allows for a standard forklift to unload materials from each delivery and distribute directly and evenly to each floor. Should Site conditions require specialised plant or additional labour to achieve this, then there will be an additional charge to the Buyer if Janus provides this plant or labour.
    12. Freight value shown on Commercial Terms, when applicable, assumes that the Buyer will control all aspects of the delivery. Should multiple delivery dates or locations be required the freight cost may increase. The freight value also assumes that all materials can be delivered on the agreed dates.
    13. For tall system heights of at least three metres, the Buyer will be liable for any associated additional costs for freight/delivery to Site.
  13. Damage to delivered Goods
    1. Janus’s doors are packaged and loaded with care to minimize transit damage. However, due to road conditions and shipper handling procedures outside Janus’s control, there are exceptions. Transit damage such as dents or dings, as well as light paint damage due to wear and tear in transit, are classified as normal and, therefore, are not an approved reason to return or refuse delivery of the door(s). Janus will supply touch up paint but cannot accept a return of the door.
    2. Visible shipping damages or any other damages other than those stipulated in clause 13.1 above need to be reported immediately. Buyer should check the door(s) upon arrival before signing the shipping/delivery documents. Buyer shall inform the delivery personnel of such damage or missing items before signing the delivery note. Janus shall not be responsible for any damages or missing items not reported by Buyer before signature.
    3. Buyer should then report to Janus the damage, shortage or missed items within two days of signing the shipping/delivery documents so Janus can have any necessary replacements shipped to Buyer as promptly as possible. No claim will be considered that is not reported as set forth herein.
  14. Tolerance
    1. The materials supplied and used by Janus are subject to the generally accepted tolerances for the UK according to relevant building institutes. Manufactured Goods that include those produced by Janus or sourced by Janus will be acceptable to a tolerance level of 5mm.
    2. The occurrence of colour differences is often unavoidable for technical reasons. A colour tolerance nominally acceptable on paper can give rise to a distinctly appreciable colour deviation, where human visual perception of colour differs. By colour deviation Janus understands the magnitude of a perceptible difference between two colour tones. Since coatings are industrial products, which are subject to inherent deviations owing to their industrially-manufactured raw materials and their preparation processes. The colour tolerances for coated parts arise from a combination of tolerances and those of the application process.
    3. In particular the following parameters, which lie outside the control of the coating supplier, can have a large influence on the colour of the coated parts, such as:
      1. Differences in film thickness (because of irregular coating); or
      2. Cure temperature of the parts and duration in the oven (e.g. in plant stoppages, breaks, plant start-up, alteration of plant parameters such as line speeds etc.); or
      3. Marked differences in the coated parts especially in terms of substrate material, wall thickness, geometry etc.
  15. Returns and Buy Backs
    1. The Buyer shall have no right to reject, and Janus shall have no obligation to buy back any Goods or materials ordered by the Buyer which the Buyer determines that it no longer requires or are in excess of its requirements.
    2. In the event that (at its sole discretion) Janus agrees to discuss buying back any such excess or no longer required Goods or materials, Janus shall only make such repurchase upon the condition that:
      1. the Goods are unused and in a saleable condition; and
      2. the Buyer shall be responsible for any costs or expenses associated with returning the Goods or materials to Janus.
  16. Ownership and Risk
    1. The Goods shall remain the property of Janus as legal and equitable owner and shall pass to the Buyer when their full Price has been duly paid to and received by Janus together with all other sums whatsoever, including without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Buyer and Janus, which are or may become due from the Buyer.
    2. If any payments are wholly or partly overdue, Janus may (without prejudice to its other rights) recover or resell the Goods or any part of them. Janus may enter the Buyer’s premises (or any premises where the Goods are stored) for that purpose.
    3. If the Contract between the Buyer and Janus is terminated for whatever reason the full Price of any Goods which have been delivered but not paid for shall become immediately due and payable despite any previous agreement or arrangement to the contrary.
    4. Notwithstanding the fact that property in the Goods may not have passed to the Buyer, the Buyer shall be entitled to sell such Goods as principal and not as agent for Janus in the ordinary course of business and on such sale title shall pass to the Buyer and the benefit of the contract for sale and the proceeds of such sale shall belong to Janus legally and beneficially until full payment has been received by Janus for such Goods.
    5. The Buyer shall, while property in the Goods remains with Janus, store them on the Buyer’s premises separately from any other goods so that they are readily identifiable as the goods of Janus.
  17. Insolvency of the Buyer
    1. This clause applies if:
      1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) a petition is presented or an order is made for its winding up, or it goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
      2. an encumbrancer takes possession, or a receiver, administrative receiver, liquidator or provisional liquidator is appointed, of any of the property or assets of the Buyer; or
      3. the Buyer ceases, or threatens to cease, to carry on business; or
      4. Janus reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
    2. If this clause applies then, without prejudice to any other right or remedy available to Janus, the whole price of all Goods bought or agreed to be bought shall be immediately due and payable without demand notwithstanding any previous agreement or arrangement to the contrary.
  18. Importing Goods
    1. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination, and into any country through which the Goods are transported, and for the payment of any duties on or in respect of the importation or transportation of the Goods.
  19. Intellectual Property
    1. All foreground intellectual property, patents, drawings, designs and trademarks in the Goods and/or Works, or otherwise associated with Janus are owned or licensed by Janus and nothing in this Contract shall transfer or license any such rights to the Buyer. All such rights are protected under relevant legislation and any unauthorised copying will be legally pursued.
    2. The purchase of Goods shall not include any right to supply of technical information such as but not limited to drawings or designs.
    3. Proprietary information, including drawings, documents, technical data, reports, software, designs, inventions and other technical information supplied by Janus in connection herewith, whether or not constituting a trade secret (hereinafter called “Data”), shall remain Janus’s sole property and shall be held in confidence by the Buyer. Data shall not be reproduced, used or disclosed to others by the Buyer without Janus’s prior written consent.
    4. Upon completion, Buyer shall make no future use, either directly or indirectly, of any data or any information derived therefrom without Janus’s prior written consent. The foregoing shall in no way obligate Janus to provide or supply Data.
  20. Data Protection
    1. Each party shall comply with all applicable data protection legislation and regulations in force (including but not limited to Council Regulation (EU) 2016/679 and the Data Protection Act 2018 and any modifications or re-enactments of them for the time being in force).
  21. Notices
    1. Any notice to be given in accordance with the Contract shall sent by first class post or email to the last known business address or email address of the relevant party.
    2. Notices sent by first class post or recorded delivery shall be deemed to be received on the second Business Day after the date of posting. Notices sent by email shall be deemed to be received on the same Business Day that the email is sent. If the email is sent after 5:00pm or not on a Business Day, the notice shall be deemed to be received on the next Business Day.
  22. Third Party Rights
    1. Nothing in the Contract shall confer or purport to confer upon any third party any benefit or right against Janus or the Buyer, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    2. Notices sent by first class post or recorded delivery shall be deemed to be received on the second Business Day after the date of posting. Notices sent by email shall be deemed to be received on the same Business Day that the email is sent. If the email is sent after 5:00pm or not on a Business Day, the notice shall be deemed to be received on the next Business Day.
  23. Entire Agreement
    1. The Contract constitutes the entire agreement and understanding of the parties and supersedes 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 the Contract and to the extent permitted by law. For the avoidance of doubt, the Contract shall expressly exclude any standard terms and conditions that the Buyer may purport to apply under the Contract or any order.
  24. Force Majeure
    1. Janus shall have no liability or responsibility to the Buyer for any failure to fulfil its obligations under the Contract if such failure is caused by any occurrence beyond the responsibility and reasonable control of Janus, including any act of war, fire, explosion, flood, tempest, fire, accident, epidemic, pandemic, war, threat of hostilities, sabotage, civil disturbance, acts and regulations of any authority, import or export regulations, government restrictions, industrial disputes, difficulties in obtaining transport, materials or labour, power failure or machinery breakdown (“Force Majeure Event”).
    2. If a Force Majeure Event continues for a period of 3 months, either party may determine the Contract by service of a written notice, in which case Janus shall be entitled to be paid the value of the Goods provided and/or Works carried out to date (less any sums already paid).
    3. Each party shall bear its own costs and losses arising out of a Force Majeure Event.
  25. Assignment
    1. The Buyer shall not be entitled to assign, transfer or otherwise deal with their rights or obligations under this Contract in whole or in part without the written consent of Janus. Janus may, without reducing its obligations under the Contract, assign or sub-let all or part of its rights and/or obligations under the Contract without the written consent of the Buyer.
  26. Waiver
    1. No failure or delay on the part of either party to exercise any right or remedy under the Contract shall be construed or operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
  27. Severance
    1. If any provision of the Contract is held by a court or other competent tribunal to be invalid, illegal or unenforceable it shall be severable and shall be deemed omitted from the Contract to the extent necessary to prevent such invalidity, illegality or unenforceability and the remaining provisions shall continue to have full effect.
  28. Confidentiality
    1. Each party (the “Receiving Party”) shall treat as confidential and shall not divulge or disclose without the prior written consent of the other party (the “Disclosing Party”) the Confidential Information.
    2. The Receiving Party shall use Confidential Information solely for the purpose of exercising or performing its rights and obligations under this Contract.
    3. Clause 28.1 does not apply to the extent that any information:
      1. was known or available on a non-confidential basis to the Receiving Party prior to its disclosure by the Disclosing Party;
      2. is or becomes generally available to the public (otherwise than through a breach of this clause 28);
      3. is required to be disclosed by law, court order, or any regulatory body; or
      4. is required by its professional advisers, officers, employees, consultants, subcontractors or agents to provide their services (and subject always to the same duties of confidentiality as are specified in this clause 28).
    4. Janus and the Buyer agree to keep to the terms of this Contract and the negotiations thereto, confidential.
    5. This clause 28 shall apply during the continuance of this Contract and after its termination howsoever arising without limitation in time.
  29. Health and Safety
    1. Janus operates in accordance with Janus’s health and safety policy, a copy of which is available on request. Where the Buyer notifies Janus in writing of any specific health and safety requirements applicable to Janus’s activities on the Site, any associated costs incurred by Janus in complying with such requirements will be payable by the Buyer.
  30. Compliance with Laws
    1. In performing its obligations under the Contract, the parties shall procure that they will comply with all applicable laws, statutes and regulations from time to time in force.
    2. Janus may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer commits a breach of this clause 30.
  31. Law and Jurisdiction
    1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
    2. The Buyer shall submit a notice of any dispute to Janus in writing within 7 days of such dispute arising. The parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or the interpretation thereof. If the dispute cannot be amicably settled within 30 days, the parties may go to court pursuant to clause 31.3 below.
    3. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.

ADDITIONAL TERMS AND CONDITIONS OF WORKS

  1. General Obligations of Janus
    1. This Part C – Additional Terms and Conditions of Works applies in addition to the Conditions where Janus undertakes Works as part of the Contract (only).
    2. Janus shall provide all relevant paperwork such as the risk assessments and method statements to the Buyer on or before commencement of the Works. For the avoidance of doubt this only relates to the Works carried out by Janus as agreed with the Buyer, and shall not include any other works being undertaken by any other party.
    3. Janus may at its sole discretion use sub-contractors to complete the Works.
  2. General Obligations of the Buyer
    1. Site security is the responsibility of the Buyer, who is also responsible for insuring all Janus-delivered materials. Janus may charge for Goods and materials which are removed from the Site without Janus’s authorisation and prior approval.
    2. In the event that the Buyer’s Specification, by which the Quotation is based on, is inaccurate and such inaccuracy causes a delay to the completion of the Works, then Janus shall be entitled to an extension of time and to be reimbursed for any loss and/or expense under clause 6 of these Additional Condition.
    3. The Buyer shall ensure that the Site (including all relevant buildings), its fabrication and condition is compatible for Janus’s Goods and installation. Any costs to enable this compatibility will be at the Buyer’s cost.
    4. The building of self-storage units is an industrial process and it is the Buyer’s sole responsibility to make provision for the protection of the floor at the Site, should this be required.
  3. General CDM (Construction Design and Management) Regulations Obligations
    1. Where and to the extent that the CDM Regulations apply to the Works, each party undertakes to the other that in relation to the Works and Site it will comply with applicable CDM Regulations. In particular but without limitation:
      1. where the Commercial Terms provide that Janus is the principal designer, for the duration of such appointment Janus shall comply with the duties of a principal designer and shall without charge prepare, and deliver to the Buyer, the health and safety file;
      2. Janus shall comply with regulations 8 to 10 and, where the Commercial Terms provide that Janus is the principal contractor, with regulations 12 to 14;
      3. if the Buyer appoints a replacement for the principal designer or principal contractor, the Buyer shall immediately upon that appointment notify Janus with details of the new appointee.
  4. WarrantyWorks and Goods not manufactured by Janus
      1. Janus warrants that Works and any Goods which are not manufactured by Janus but which are either supplied by Janus under the Contract or utilised by Janus in completing the Works shall be performed in accordance with generally accepted industry practice.
      2. Where in relation to any such Goods not manufactured by Janus, Janus passes through any third party manufacturer warranty to the Buyer, such warranties shall be passed through subject to the conditions applied by the manufacturer, which may include a requirement to undertake any repairs using an authorised maintenance provider. The Buyer acknowledges and agrees that Janus has no liability in respect of such pass through warranties.
    Installation Workmanship
      1. Janus warrants that all installation workmanship under the Works is guaranteed for a period of one (1) year from the date of Practical Completion. Janus, at its option, will either repair the defective Goods without charge for parts and labour, or will provide a replacement in exchange for the defective Goods on the conditions set out in clause 7.6 of the Conditions.
    Warranty Conditions
    1. The warranties set out in this clause 4 of the Additional Conditions are given by Janus strictly subject to the conditions set out in clause 7.6 of the Conditions.
  5. Design and Installation
    1. The installation costs specified cover only the Works specified and do not, unless expressly stated, include demolition/rectification of existing partitions and doors or disposal of the same. To the extent any such additional work is required, where Janus agrees to undertake any such work, Janus shall be entitled to charge at its standard rates from time to time.
    2. The Buyer shall provide at no charge to Janus’s installation personnel electricity point/points within close proximity of the Works area, adequate lighting to undertake the Works in a safe and efficient manner, heating/cooling where the temperatures are deemed to be too hot/cold to adequately carry out the Works in a safe manner.
    3. The Buyer shall, where required/appropriate, provide or pay Janus to provide, welfare facilities, sanitary ablutions, wash and change area including hot and cold running water, toilets, basic kitchen/lunch room amenities including kettle, microwave oven, rubbish bin, first aid, tables and chairs of quantity to support fully the maximum number of persons on Site at any one time. This obligation may not be identified prior to agreeing to a Contract and scope of Works depending on Site circumstances, but remain the Buyer’s responsibility unless agreed in writing otherwise by Janus.
    4. Installation costs specified are based upon free and unhindered access to the Site by Janus’s installers including but not limited to a secure materials lay down area, ease of truck/container unloading using conventional materials handling equipment, continuity of Works on Site with any delays to progress caused by incomplete sub structures, services, other trades and the like which result in a delay to Janus’s Works progress to be charged at Janus’s standard day rate/person which will include any additional travel, meals and accommodation. Any such delay will be added to any agreed or defined construction programme in order to meet the total number of person days required to complete the Works.
    5. All power requirements of Janus’s installers will be supplied by the Buyer. Should Janus have to supply any equipment to supply power to the Works area this will incur an additional charge.
    6. Site working hours will generally be longer than 8 hours and may involve weekend access to the Site to continue with the installation programme, the Buyer is to provide at no charge to Janus any personnel which the Buyer may want to be onsite during this time.
    7. Janus is only responsible for clearing up after its own installation team and only for Janus’s finished Goods (please refer to clause 5.10 of these Additional Conditions).
    8. Movable Additional Storage Structures (MASS) – units sited at Buyer locations are at the sole responsibility of the Buyer and Janus accepts no liability for appropriateness of location nor subsequent damage for weathering etc.
    9. Mezzanine boards- unless specified differently in the Contract P6 type boards (or equivalent) will be supplied, where appropriate, with any mezzanine ordered.
    10. This Contract assumes that there will be adequate skips provided for Janus’s installers to clear all rubbish from the Site. Should Janus have to supply skips there will be an additional charge.
    11. Janus shall be granted proper access to affect any relevant remedial works and if any other party is contracted to undertake any works that form part of this Contract they shall be at the sole risk and responsibility of the Buyer with no recourse to Janus.
    12. Janus accepts no responsibility for snagging that is identified after 5 Business Days of the Practical Completion of the project as it cannot be accountable for damage that may be caused subsequently and not in relation to the original installation scope of Works.
  6. Commencement, Completion and Extensions of Time
    1. The parties shall agree in writing the date on which the Works are to commence.
    2. Janus and the Buyer shall agree in writing date/dates by or period/periods within which the Works are to be completed. If no date(s) or period(s) for completion is agreed, Janus shall complete the Works within a reasonable time.
    3. Janus will supply sufficient labour to construct the project within the agreed schedule. It is a requirement that Janus’s installers have clear, continuous and unhindered access to the Works areas in order to meet this schedule. Any delays caused by other parties will incur additional charges including stand-down time, de-mobilisation and re-mobilisation costs. Similarly, any delays to the schedule will release Janus from any time-based damages under the Contract, if such damages have been agreed between Janus and the Buyer pursuant to clause 8 of these Additional Conditions.
    4. Buyer delays to project commencement must be notified to Janus in writing and may incur additional costs payable by the Buyer.
    5. In the absence of any instructions from the Buyer, Janus shall progress the Works in a sequence and manner which it thinks fit. It is the Buyer’s responsibility to ensure that it notifies Janus of the requirements of any programme for the Works, and any changes or revisions thereto.
    6. Where a Quotation is provided on the basis of information and drawings provided by the Buyer and if this information proves to be incorrect or inaccurate then Janus reserves the right to amend or withdraw this Quotation. If a Contract is made based on Buyer provided data that is inaccurate Janus will be entitled to charge the Buyer for costs incurred and/or lost profits.
    7. Janus shall confirm the date of Practical Completion of the Works to the Buyer.
    8. If the preparation, performance or completion of the Works is delayed, disrupted or hindered by any event, circumstance or cause beyond Janus’s control then the period for the completion of the Works shall be extended by the same period of time as the period of delay, disruption or hindrance. In addition, if requested to re-mobilise its workforce following a period of delay to the Works, Janus shall be granted such further extension of time as Janus reasonably requires.
    9. If the regular progress of the Works is either prolonged and/or disrupted and/or otherwise materially affected by (i) any act, omission or default on the part of the Buyer (including those for whom the Buyer is responsible, such as employees, contractors or suppliers), or (ii) any other matter outside the reasonable control of Janus (such as adverse weather, strikes or supply chain issues), then Janus shall notify the Buyer in writing within a reasonable period of time of such matters and provide details of the direct loss and/or expense incurred by Janus. Janus shall then be entitled to a reasonable extension of time. Where the delay arises in any of the circumstances set out in sub-clause (i) above), the direct loss and/or expense incurred by Janus shall be added to the Price and shall be paid by the Buyer to Janus in the payment due to Janus immediately following the notification referred to herein.
    10. Time of delivery of the Goods and time for performance of the Works is not of the essence of the Contract.
    11. The Buyer or Buyer-appointed representative will sign the Buyer sign-off form on Practical Completion of the Works which will then assert that the Works are complete according to the contracted Quotation and all amounts outstanding become fully payable. If the Buyer does not make an appropriately authorised representative available on completion of a project the Works will be deemed to be signed off.
  7. Insurance and Injury to Persons/Property
    1. Janus warrants that there is in force a policy of insurance to cover Janus’s liability in respect of personal injury, death and damage to property arising out of or in connection with the carrying out of the Works by Janus.
  8. Liquidated Damages
    1. Unless expressly agreed by Janus in the Commercial Terms, no liquidated damages or time penalties of any kind shall apply to Janus’s performance under this Contract. In circumstances where Janus specifically agrees in writing in the Commercial Terms that liquidated damages may apply, such liquidated damages under the Contract shall be set at no more than 0.1% of Contract value per working day, limited to a maximum of 5% of Contract value (notwithstanding any higher amount that may be included in the Commercial Terms). For damages to be claimed under this clause, then a Contract completion date must be agreed in writing prior to commencement of the Works on Site and the liquidated damages triggered only in relation to that agreed date.
    2. Where Janus notifies the Buyer of delays caused by other parties impacting on the Contract completion date, then the Contract completion date shall be revised by the duration of delays notified, and any liquidated damages agreed in accordance with clause 8.1 above shall not commence until after the revised completion date.

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