Juva Pro – Terms and Conditions
1.1 What these terms cover. These are the terms and conditions on which we supply products and our services to you. All orders placed with us are covered by these terms.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Juva Pro offers procurement solutions only, it is the clients responsibility to ensure quality control of the product throughout the manufacturing process. Payment of the balance is confirmation that the client has confirmed and is happy with both the quality and the sample design and specifications.
Information about us and how to contact us
2.1 Who we are. We are Juva Pro Ltd t/a Juva Pro, a company registered in England and Wales. Our company registration number is 9491312 and our registered VAT number is 237 0875 94.
2.2 How to contact us. You can contact us by writing to us at firstname.lastname@example.org.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
Our contract with you
3.1 Our process for sales
3.1.1 For sales of products to you, our process in relation to taking your product order and delivering them to you is as follows:
(i) Once you have contacted us with your requirements, we provide you with pricing for your order; if this includes instances where we are asked to procure to better current purchasing prices, then we will work from prices that you or your representative provides to us;
(ii) Once you have confirmed you are happy with the prices we will produce bespoke production sample/s for sign off before bulk order production, these will be paid for by you prior to production or if these costs are waived by us this will be in lieu of a bulk order being placed, should said bulk order not be placed within 3 months of provision of pre-bulk order production sample/s being provided, then we reserve the right to invoice for costs of procurement, consultancy services and samples provided (these costs are £2,500 per sample procurement cost, £5,000 consultancy charge and bespoke sample cost £1,000 – all these costs exclude VAT and delivery);
(iii) Once the bespoke production sample/s are signed off, we then provide you with our invoice/s with full payment instructions;
(iv) Once cleared payment and bespoke sample approval has been received by us, we produce and then deliver your order.
3.1.2 Juva Pro act as the agent for the client and is not the manufacturer, wholesaler or retailer of any of the products the client sources or manufactures. Juva Pro are not responsible for deliveries held in customs for any client where no payment has been received.
3.1.3 For any orders that are received and payment is not forthcoming we reserve the right to action recovery proceedings, with all costs and interest added to the original order / product costs. This includes orders placed verbally, in written format, where invoice are provided based on orders placed and where Purchase Orders (where applicable) have been provided including, but not limited to, where a client has confirmed payment will be made for an order placed.
3.3 How we accept your order.
3.3.1 We will accept your order when you confirm order quantities for a product either in writing or via phone call. We will notify you of our acceptance of your order by email and by providing a summary of your order together with the price (the “Order”), at which point a contract will come into existence between you and us.
4.1 Making sure your information is accurate. We produce pre-bulk order production samples for you to approve. We recommend you double-check all layouts, finishing, design elements, spellings, fabric colours, print pantones, embroidery threads, sizes and fit where applicable for every item ordered as applicable. If anything is unclear or further clarification is required we recommend you contact us before providing your order approval.
4.2 It is your responsibility to ensure that everything provided on any pre-bulk order production samples is accurate, correct and reflects your detailed requirements before approving. Once you have provided us with your approval (and order payment has cleared to us) we will proceed to bulk order production. We cannot amend the products on any order once we have received your approval unless otherwise agreed in our absolute discretion. Furthermore as items are bespoke to your requirements, they cannot be exchanged once manufactured or refunded.
Content you provide to us
5.1 It is important that the information, content and logos you provide to us for inclusion in the products (the “Content”) does not breach third party rights.
5.2 Accordingly you agree that:
5.2.1 the Content is not copied entirely or substantially from any other work or material or any other source;
5.2.2 as far as you are aware, the Content does not breach and will not breach, the rights of any third party; and
5.2.3 the Content does not contain anything that is defamatory or obscene, or unlawful in any other way.
5.2.4 – The client at all times will ensure the products requested do not contravene any copyright or patents. The Client will indemnify JuvaPro for any such copyright or patent infringement action being sought against JuvaPro.
Your rights to make changes
6.1 Prior to approving your pre-bulk order production sample/s, you can make changes to them before placing your bulk order (payment may be required for additional sample/s), provided that this does not alter the actual product being ordered. Any changes you request to your pre-bulk order production samples must be sent to us and we will produce, then send you revised sample/s as appropriate which we recommend you review and approve. Please note that approved pre-order production samples are utilised for production to ensure all products are produced according to the signed off product.
Our rights to make changes
7.1 Minor changes to the products. We may change the products ordered by you in minor ways:
7.1.1 to reflect changes in relevant laws and regulatory requirements ; and
7.1.2 to implement minor technical adjustments and improvements
7.2 Wherever reasonably possible, we will notify you in advance of any such changes.
Price and payment
8.1 Where to find the price for the products. We take all reasonable care to ensure that the price of the products advised to you is correct. The price of the products (which excludes VAT unless otherwise stated) will be:
8.2 For product sales, the price set out in the Order;
8.2 Delivery. Unless stated otherwise the price for the products excludes package and delivery, and this will be charged in addition. The package and delivery costs are:
8.2.1 set out in the Order for product sales;
8.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the products, we will adjust the rate of VAT that you pay, unless you have already paid for the products in full before the change in the rate of VAT takes effect.
8.4 When you must pay and how you must pay:
8.4.2 For all product sales, you must pay for the products set out in the Order in full before we arrange for production of them. Cleared payment is due in full within 1 day of the date of the invoice. We accept payment by online bank transfer.
8.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a month above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
8.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know.
Providing the products
9.1 When we will deliver the products. When you have confirmed your pre-bulk order production sample/s, we will arrange your bulk order production. The estimated delivery date will be approximately 3 to 5 months after the day on which you provide your written or verbal approval of your pre-bulk order production samples or when we have received cleared payment to us for your order/s (whichever is later). Certain products can take longer to be produced; we usually utilise sea freight shipping, should expedited air freight be required this should be advised to us prior to order placement.
9.2 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
9.3 If you are not at your address when the product is delivered. If no one is available at your address to take delivery, then we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot. In this instance you may be required to pay redelivery costs at our discretion as per the couriers terms.
9.4 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect the products from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 14.2 will apply.
9.5 When you become responsible for the product. The products will be your responsibility from the time we deliver the products to the address you gave us.
9.6 When you own products. You own the products once we have received payment in full or we have delivered the products to you, whichever is the later.
9.7 What will happen if you do not give required information to us. We need certain information from you so that we can supply the products to you, for example, quantity, size, design information and delivery address. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 14.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
9.8 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
9.8.1 deal with technical problems or make minor technical changes;
9.8.2 update the products to reflect changes in relevant laws and regulatory requirements;
9.8.3 make changes to the products as notified by us to you (see clause 9).
9.9 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the products, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case if such period of suspension is going to be a period of more than one month and we will refund any sums you have paid in advance for the products in respect of the period after you end the contract.
Your rights to end the contract
10.1 Due to the bespoke nature of the products we produce and the tight margin as a business we are unable to refund, replace or reproduce orders of bespoke items once pre-bulk order production bespoke sample/s have been signed off by your representative either verbally or in writing.
Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
11.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
11.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, measurements, designs, logos or delivery address;
11.1.3 you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 14.1 we will deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract and if the compensation is less than the money you have paid to us in advance for products we have not provided, we will refund you this surplus.
11.3 We may withdraw the products. We may write to you to let you know that we are going to stop providing the products. We will let you know at least 2 weeks in advance of our stopping the supply of the products and will refund any sums you have paid in advance for products which will not be provided.
Note that we are not responsible under this contract if we have drawn your attention to any defect in the products or, if by following your instructions, a defect is likely to occur or we arrange for production of items that you have signed off that you later wish to alter following bulk order production.
11.2 We are not liable for business losses. We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
Other important terms
12.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. If you are unhappy with the transfer you may contact us to end the contract within one month of us telling you about it and we will refund you any payments you have made in advance for products not provided.
12.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
12.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
12.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.