TERMS AND CONDITIONS
Copyright © BJS Company Ltd 2019
TERMS AND CONDITIONS OF PURCHASE
These conditions of purchase apply to all purchases by B J S Company Limited (“BJS”) from suppliers of goods and services and shall prevail over any conditions offered by the supplier. No representative or agent of BJS has authority to vary these terms save where signed by both parties and attached to these conditions. These conditions and the BJS purchase order and documents referred to on the purchase order and terms implied by law shall comprise the entire agreement between the parties.
1. Definitions
“BJS” means B J S Company Limited, the purchaser of goods or services under these conditions, a UK limited company No. 396923, whose registered office is at 65 Bideford Avenue, Perivale, Greenford, Middlesex UB6 7PP.
“The Goods” means the goods to be supplied by the Supplier to BJS under these conditions as listed on BJS’ purchase order, including without limitation supply of precious metals and other raw materials.
“The Order” means BJS’ order for the Goods or Services sent to the Supplier.
“The Services” means the services to be supplied by the Supplier to BJS under these conditions as listed on BJS’ purchase order, including without limitation the supply of metal work services by subcontractors.
“The Supplier” means the person who supplies goods or services to BJS.
2. Cancellations and Variations
2.1 The Order may be cancelled by BJS unless accepted by the Supplier within 7 working days of the date of the Order. Acceptance shall be by the return of BJS’ acknowledgement form or delivery of the Goods, which shall be deemed to be conclusive evidence of the Supplier’s acceptance of these conditions.
2.2 Any variation of these conditions including any special terms and conditions agreed between BJS and the Supplier must be agreed in writing and signed by both BJS and the Supplier, provided that the Supplier shall not unreasonably refuse or delay a minor variation requested by BJS.
3. Invoicing and Payment
3.1 The Supplier shall on dispatch of the Goods or completion of any work send a detailed advice note which shall accompany the Goods and an invoice on which VAT shall be clearly shown.
3.2 The Supplier shall send by the tenth day of each month a statement of all invoices rendered during the previous month.
3.3 The Supplier shall mark BJS’ order numbers and any part numbers on all invoices, advice notes and statements, correspondence, packages and packing.
3.4 Unless otherwise specified on the Order payment shall be due thirty days from the end of the month following the date of receipt of the Supplier’s correctly drawn invoice, but no payment shall be due unless the Supplier has complied with clauses 3.1-3.3 or where the Supplier is otherwise in breach of contract.
3.5 The price on the Order once accepted by the Supplier shall be a firm price and may not be varied without the express consent in writing of both parties.
4. Delivery
4.1 The Supplier shall adequately and in compliance with any relevant statutory requirements or codes of practice pack and protect the Goods against damage and deterioration and deliver them not earlier nor later than the time or times specified in the Order at the delivery point or points specified in the Order or as the Company directs at the Supplier’s own expense. Time shall be of the essence and BJS reserves the right to reject any Order which is late, without prejudice to its other rights and remedies in such cases.
4.2 The Supplier shall provide full details to BJS as required by BJS of schedules for completion of the work and shall notify BJS in writing if any delays are likely to occur.
4.3 The Supplier shall be responsible for any expenses incurred to deliver any incorrectly delivered Goods to the correct delivery point or return any items delivered in excess of the quantity specified in the Order.
4.4 BJS shall have no responsibility to pay for packing materials or cases.
5. Inspection and Testing
5.1 BJS’ representative and any representatives of BJS’ purchaser or sub-purchaser and any government department shall be entitled on BJS’ authority to inspect or test the Goods at any reasonable time at the premises of the Supplier and the Supplier shall grant a right of entry for this purpose.
5.2 The Supplier shall give adequate notice of all tests and furnish such test certificates as BJS requires.
5.3 No inspection or test or failure to inspect or test shall constitute acceptance of the Goods or affect any liability of the Supplier under the contract.
6. Passing of Title and Risk
6.1 Title to all components and materials for the Goods and tools to be used exclusively in connection with the Goods shall pass to BJS as soon as allocated by the Supplier to the contract. In the case of such tools, the Supplier will notify BJS of the existence and approximate value to enable BJS to allocate an asset number. The Supplier shall clearly mark and store all such components, materials and tools so that they can be identified as the property of BJS, make them available for inspection by BJS at any time and comply with all instructions of BJS with regard to them.
6.2 Notwithstanding the passing of title, risk in the Goods shall not pass to BJS until delivery at the point specified in the Order. The Supplier shall insure the Goods and any goods of BJS or its customer which are given to the Supplier for the purposes of performing the Services (“BJS Goods”) with an insurance company of repute for the full replacement value against loss or damage by fire, theft or explosion and other risks normally insured against in relation to goods similar to the Goods.
7. Free Issue Materials
7.1 All materials, including without limitation any drawings, patterns, gauges, samples and specifications made available by BJS in connection with the contract shall be and remain the property of BJS.
7.2 The Supplier shall keep those materials in good order and conditions and be responsible for any loss or damage to them and shall use those materials only for the purposes of the contract.
7.3 The Supplier shall return those materials carriage paid to BJS at its request at any time or if no request is made upon completion of the contract.
7.4 The seller shall not disclose to any person, firm or company other than BJS the fact that the items referred to in this clause have been made available to the Supplier.
8. Changes and Termination
8.1 BJS may by written revision make any changes, including additions to or deletions from the quantities originally ordered or in the specifications or drawings. If the Supplier considers that any such change affects the amount due or the time of performance hereunder, the supplier shall forthwith notify BJS by telephone or fax and confirm by post, whereupon BJS and the Supplier shall negotiate in good faith to determine whether some equitable adjustments should be made.
8.2 BJS may at any time by written notice terminate this agreement as to all or any portion of the Goods or Services then not dispatched or performed by the Supplier. In such event BJS shall make payment to the Supplier for all costs incurred prior to such termination as may reasonably be allocated to the Order under recognised accounting practices, together with reasonable allowance for overheads and profit on work performed, less the greater of the disposal or retention value of the Goods already manufactured to meet the Order.
8.3 Any termination pursuant to clause 8.2 shall not except as aforesaid affect the rights of the parties concerning such part of the Goods as shall have been delivered to BJS.
8.4 If the Supplier defaults in any of its obligations under this agreement, becomes insolvent or goes into administration or liquidation or receivership or where an individual is bankrupt or if BJS bona fide believes that any of such events may occur, BJS shall be entitled at its discretion, without prejudice to any other remedy, to suspend the performance or terminate the contract and in the event of termination to keep or take possession of any Goods or any items belonging to BJS or its customer and to enter any premises of the Supplier for this purpose.
8.5 If any Goods do not conform to the contract on any grounds, including without limitation by reason of quality or being unfit for the purpose for which they are required, BJS shall be entitled at its discretion without prejudice to any other remedy to exercise any one of more of the following rights: (a) reject the Goods or Services in whole or in part (b) permit the Supplier to replace, repair or reinstate the Goods or Services so that they conform to the contract or (c) carry out or have carried out at the Supplier’s expense such work as is necessary to conform the Goods or Services to the contract. Where required by BJS the Supplier shall provide written evidence that it has used genuine precious metals as required by BJS in performance of Services hereunder.
8.6 If BJS terminates the contract, the Supplier shall return to BJS all payments made for Goods or Services not then dispatched by the Supplier and if BJS rejects any Goods or Services the Supplier shall return all payments already made for the rejected Goods or Services. Where upon termination BJS elects to keep or take any Goods or Services it shall account to the Supplier for them at a proportion of their price or their value to BJS whichever is the less but otherwise no compensation shall be payable to the Supplier on termination or rejection.
8.7 No failure or delay on the part of BJS to exercise any of its rights in respect of any default under the contract by BJS shall prejudice its rights in connection with the same or any subsequent default.
9. Suspension
BJS may by notice in writing require the Supplier to suspend performance of the Order, in which event any times specified for delivery shall be extended by such period as shall be equivalent to the length of the period of suspension.
10. Making good defects
The Supplier shall at its own expense make good any defects which under proper use appear in the Goods during a period beginning on delivery and ending one year after their delivery, use or other defects periods stipulated by BJS in the Order.
11. Indemnity
11.1 The Supplier shall indemnify BJS and hold it harmless against any loss, damage or injury to BJS, any claim in respect of loss, damage or injury made against BJS, its employees or subcontractors by third party and any costs and expenses arising in connection with them which result from the Supplier’s failure to comply with the contract and in particular resulting from any defect in the Goods, Services, or their materials, construction, workmanship or design where the Supplier is responsible for their design or any claim that any goods prepared or supplied under the contact otherwise than exclusively in accordance with a design or instruction given by BJS infringe or are alleged to infringe the rights of any third party claimed under or in connection with any patent, registered design, copyright, trademark or other intellectual property rights or rights of confidence.
11.2 The Supplier shall be at all times adequately insured with a reputable insurer against all insurable liability under the contract.
11.3 The Supplier shall provide all facilities, assistance and advice required by BJS or its insurers for the purposes of contesting or dealing with any action, claim or matter arising out of the Supplier’s performance or purported performance of or failure to perform the contract.
12. Conflict Minerals
12.1 BJS has adopted a conflict minerals policy in support of the U.S. Conflict Minerals Rule and as part of its commitment to responsible sourcing. Under that Rule, “conflict minerals” are Tin, Tantalum, Tungsten and Gold (also known together as “3TG”), which are derivatives of Cassiterite, Columbite-Tantalite, and Wolframite, regardless of where they are sourced, processed or sold.
12.2 The intent of a Conflict Minerals policy is to address violence and human rights violations in the mining of these minerals from portions of an area described as the “Covered Countries,” meaning the Democratic Republic of the Congo (DRC) and its surrounding countries. The Conflict Minerals Rule applies to many of BJS Company Ltd customers who file periodic reports with the U.S. Securities and Exchange Commission (“SEC”) and who manufacture, or contract to manufacture products containing 3TG that are “necessary to the functionality or production” of those products.
12.3 BJS may accordingly require its suppliers upon request to conduct their own due diligence and provide written documentation as to whether products containing 3TG used in its manufacturing processes or in purchased products which originate from outside the Covered Countries, or, if they originate from within the Covered Countries, that the mines or smelters be verified as “conflict free” by an independent third party.
13. Human Trafficking & Anti-Slavery
13.1 BJS evaluates purchased products against the List of Goods Produced by Child Labour or Forced Labour for likely countries and industries prone to modern slavery to help identify any high-risk suppliers BJS may utilize.
13.2 BJS will not use or buy from any company that is identified as a high- risk supplier.
13.3 BJS requires substantial suppliers to certify mineral origins to determine whether such minerals may be supporting conflict in Central Africa. These certifications are in part intended to help identify and mitigate the risk of slavery, human trafficking, child labour and other human rights violations.
14. Intellectual Property Rights
14.1 All intellectual property rights, including without limitation, copyright, patents, designs and trademarks, in the Goods, specification or drawings prepared in performance of this Agreement by the Supplier or its agents shall vest in BJS.
14.2 The Supplier shall sign all documents necessary to ensure such vesting and shall not register any intellectual property in such materials in its own name.
14.3 The Supplier shall use such designs, drawings and other documents only for the performance of its obligations under the contract and shall return them carriage paid to BJS at BJS’ request at any time or if no request is made upon completion of the contract.
14.4 The Supplier shall be responsible for any errors or omissions in any drawings, calculations or particulars supplied by it whether or not such information has been approved by BJS.
14.5 Where the Supplier creates moulds or other materials in performance of the contract all rights in such moulds shall belong to BJS.
15. Confidentiality
No photographs of the Goods or any of BJS’ or its customers’ equipment, installation or property shall be taken without the consent in writing of BJS. The Supplier shall keep strictly confidential and only use for the purposes of performance of this Agreement all information obtained from BJS about products, manufacture, prices, customers and other confidential matters nor use such documents and information for any purpose other than the performance of this Agreement
16. Statutory and Other Requirements
The Supplier shall ensure that the Goods are safe and without risk to health when properly used and comply in all respects with all relevant statutes, regulations, byelaws and standards in force at the date of delivery, including without prejudice to the generality of the foregoing health and safety legislation. The Supplier shall supply such information required by health and safety law about the Goods showing evidence of all tests and examination and research made in compliance with such legislation.
17. Assignment and Sub-contracting
The Supplier shall not assign or sub-contract its obligations under this Agreement save with the consent of BJS in writing obtained in advance. BJS may assign its rights under this Agreement.
18. Law and Jurisdiction
This Agreement is subject to English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any dispute hereunder.
TERMS AND CONDITIONS OF SUPPLY
These conditions apply to all supplies of both goods and services by B J S Company Ltd (“BJS”) to customers and shall prevail over any conditions offered by the customer. No representative or agent of BJS has authority to vary these terms save where signed by both parties and attached to these conditions. These conditions and the purchase order where accepted by BJS shall comprise the entire agreement between the parties.
1. Definitions
“BJS” means B J S Company Limited, the supplier of goods or services under these conditions, a UK limited company No. 396923, whose registered office is at 65 Bideford Avenue, Perivale, Greenford, Middlesex UB6 7PP.
“The Customer” means the purchaser of goods or services from BJS.
“Customer Goods” are defined in clause 3.1.
“The Goods” means the products to be sold by BJS to the Customer as specified in the order whether made verbally or in writing, including without limitation any additional goods added to or incorporated on to Customer Goods.
“The Services” means services to be provided by BJS to the Customer such as electroplating, electroforming, polishing, repair and restoration work and subcontracted services such as stove lacquering, handle making, Hallmarking and castings.
2. Supply and Delivery
2.1 BJS shall supply the Goods and/or Services to the Customer at the price agreed in advance in writing between the parties, without prejudice to clause 8.
2.2 Whilst BJS uses its reasonable endeavours to meet estimated delivery dates it accepts no liability in relation to late delivery and time shall not be of the essence in this regard.
2.3 The Customer shall be responsible for delivery of any Customer Goods to BJS. BJS shall deliver the Goods and any Customer Goods on which work has been done at the Customer’s expense to the Customer when the work is done.
2.4 The Goods and Services shall be as specified on the purchase order. No description of goods and services given in any catalogue, letters or literature is part of this Agreement and is for information purposes only.
3. Insurance
3.1 Where the Customer supplies BJS with items such as silver for restoration and repair or supplies other goods the property of the Customer either for electroforming, for use as moulds or to electroplate metals on to other items or for copying such items, or for any other reason, the Customer shall ensure such items are insured by the Customer at its expense including whilst at the premises of BJS or its subcontractors. Goods shall always remain at the Customer’s risk.
3.2 The Customer shall also insure Customer Goods in transit to and from BJS or its subcontractors.
3.3 BJS may be able to arrange insurance cover for the Customer under its block policy if requested in writing in advance by the Customer and for these purposes the Customer must provide a written valuation of the Customer Goods. BJS shall charge the Customer for such service.
3.4 Customer Goods shall remain the property of the Customer at all times and BJS holds them as bailee only. BJS is not responsible for any damage caused when moulding from an original item which is Customer Goods or when storing such item.
3.5 Property in the Goods to be sold by BJS to the Customer shall pass to the Customer when full payment has been made for the Goods by the Customer to BJS in cleared funds. Until such time as full payment is made the Customer shall ensure the Goods are marked as BJS property and shall not resell or alter or modify the Goods and shall allow BJS or its agents access to its premises to take possession of such Goods. Nothing in this Clause shall entitle BJS to claim ownership of parts of Customer Goods or modifications to them when such modifications or additions cannot be easily removed from the Customer Goods.
4. Moulds, Tooling, Jigs, Process Lines and Set Up
4.1 Where BJS replicates by electroforming part or whole items and a mould is made by BJS, the Customer is advised to retain a copy of the master pattern. BJS does not, for storage reasons, undertake to keep moulds for future replication.
4.2 Where the Customer so desires it may request BJS to make at the Customer’s expense a further electroform, so that a metal copy of the original piece can be retained by the Customer for future replication.
4.3 BJS offers no guarantee as to the likely duration of a particular mould. Typical periods are for a plastic mould it may be used 3 – 6 times and cold cure rubber moulds (RTVs) from 1 – 100 times. On the Customer’s request BJS shall show the mould which can no longer be used, to the Customer, to prove a new mould is required. However such examination shall be at the premises of BJS and the Customer shall leave all BJS manufactured or supplied moulds with BJS. BJS is under obligations after inspection by the Customer to keep the mould/s and may dispose of them as BJS sees fit.
4.4 Moulds, jigs, tools and process lines which are made or bought in by BJS and or installed by BJS shall remain the property of BJS and BJS shall be under no obligation to pass a mould, tool, jig or process line on to the Customer or an alternative manufacturer. BJS retains both physical property and intellectual property rights in such moulds, tools, jigs and process lines.
4.5 BJS undertakes not to use a mould, pattern, tool or jig supplied by a Customer to BJS or made by BJS for the Customer, for another client without the express written permission from the Customer who owns the mould, pattern, tool or jig.
5. Supplies of Specifications & other details
5.1 Where the Customer requires industrial plating, electroforming, assembly or similar work to be undertaken by BJS the Customer shall supply BJS with a full specification and/or drawing sufficient so that BJS understands the work to be carried out. All verbal instructions from the Customer shall be confirmed in writing within 48 hours. Any variations after acceptance of order must be accepted and signed in writing by both parties. A variation may result in a higher price and a delay in delivery. BJS does not undertake to accept all requests for variations made by the Customer. For electroforming the Customer shall ensure such documents include dimensions, flatness, surface finishes, tolerances and other relevant information requests by BJS. For electroplated items the Customer shall supply information on the deposit thickness required, the finish and any undercoats that a standard or specification may require.
5.2 For Customers requiring decorative work the Customer shall inform BJS of the finish and metal top surface which they require but BJS shall determine the thickness of the plate and any necessary metal undercoatings.
5.3 All thickness whether stated or requested either verbally or in writing by either the Customer or BJS are shall be accepted as being average thickness across the whole electroformed component or across the entire electroplated deposit.
6. Standards & Warranties
6.1 BJS shall perform the Services with due skill and care and always operates to the highest of standards, having ISO9001 and the Royal Warrant.
6.2 BJS shall endeavour to achieve the best possible restoration or repair of a product of the Customer. However BJS cannot guarantee that a restored or repaired item will be as good as a new item.
6.3 Customers are notified that plated items have a degree of porosity within the base metal. Liquid such as cleaner, water or plating solution, may remain after processing and after a few weeks after plating moisture may rise to the surface and form a small white spot or localised film around the porous area. BJS recommends that in such cases the Customer simply correctly polishes the item.
6.4 Where an item is repaired or restored by BJS, BJS shall repair or restore the original item to the best of their ability but do not undertake to remove any defects in the original manufacture. This includes, without limitation, defects in solder seams, pores in castings and components which were originally soldered on un-squarely or off true.
6.5 During repair and restoration work items are lined by eye and BJS undertakes to use reasonable endeavours to ensure items are true but cannot accept liability if this is not the case. For the assembly of decorative electroforms Customers may find that where other components are added rates of shrinkage vary depending on methods of manufacture. BJS will use reasonable endeavours to minimise any impact such items have on alterations to the appearance of the item.
6.6 No warranty is offered in relation to electroplated/restored silverware, except where the plated layer of metal is blistering or coming away from the base metal. Where such blistering occurs BJS shall use its reasonable endeavours to re-plate the item though Customers are informed that this may cause deterioration in the base metal. BJS shall have no other liability in relation to such blistering.
6.7 The Customer shall examine the Goods within 3 days of receipt and notify BJS in writing if any Goods fail to meet the contractual requirements of these conditions. The Goods shall be deemed accepted by the Customer at the earlier of 3 days after their receipt or when the Customer incorporates them into other products or resells them.
6.8 BJS reserves the right to refuse any order from a Customer or potential Customer and to notify a Customer after work has begun if the work cannot be completed for technical reasons. In such a case BJS shall refund any money paid in advance other than for the work already done or materials acquired. The Customer shall pay for work undertaken to such date of notification and for any materials acquired by BJS for such work. BJS shall return any Customer Goods in their state after processing within 14 days provided payment as specified above has been made, but shall have no other liability to the Customer.
6.9 Where the Customer defaults in performance of any obligations under this Agreement or goes into liquidation, administration or receivership or similar event, BJS may by notice in writing to the Customer forthwith terminate any continuing contract under these Conditions without prejudice to BJS’ other rights and remedies.
7. Limitation & Exclusion of Liability
7.1 Save for the warranties in clause 6 above all other conditions, warranties, representations or undertakings as to the Goods or Services or their fitness for any purpose or implied by statute, customer or trade or otherwise are hereby excluded and the provisions of ss13-15 of the Sale of Goods Act 1979 shall not apply to the contract except where the Customer deals as a consumer within the meaning of s12 of that Act.
7.2 BJS shall not be liable to the Customer in contract, tort or for breach of statutory duty for any indirect, consequential or economic loss of any kind whatsoever which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the BJS, its employees or subcontractors.
7.3 Nothing in these Conditions shall – (a) limit or exclude the liability of BJS for death or personal injury resulting from the negligence of BJS, its employees or subcontractors; (b) impose on BJS any liability in respect of any representation, suggestion or comment with regard to the Goods or Services in the course of any negotiations in the case of any such representation BJS has expressly agreed in writing that it shall be a term of the Contract.
8. Payment
8.1 The Customer shall pay for the Goods or Services within 30 days of the date of invoice rendered by BJS to the Customer where the Customer has been approved for credit. BJS reserves the right to require Customers to make payment in advance, in particular where the Customer is a bad credit risk, a new customer, a private individual or where BJS has to expend money in purchasing precious metals to undertake the contract. Foreign suppliers may be required to pay by irrevocable letter of credit payable at sight.
8.2 Unless otherwise agreed in writing all estimates and costing shall not be binding on BJS, save that where the Customer sends BJS a purchase order and BJS accepts the order BJS shall adhere to the cost of manufacturing and assembly labour agreed. However other elements of the price are subject to change as set out below.
8.3 As BJS is dealing with precious metals their price varies on a daily basis. Whilst for larger orders BJS may be able to agree a fixed price for precious metals to be purchased to fulfil an order, in many cases this is not always possible and the cost of metals may rise or fall. BJS shall be under no obligation to resell precious metals purchased for the purpose of fulfilling a contract for a Customer at the price at which it bought such metals and the Customer obtains no ownership in such metals until full payment has been made. Estimates of price are therefore subject to spot (the London metal markets price fix) prevailing on the date of the BJS invoice.
8.4 The Customer shall pay all value added (VAT) or other sales tax at the then prevailing rates.
8.5 Where any invoice is overdue for payment BJS may charge the Customer 2.5% per month interest for each month or part of a month the sum is overdue. Where base rate exceeds 10% BJS reserves the rate to increase such sum at its discretion to 5% above such base rate.
9. Intellectual Property Rights and Confidentiality
9.1 BJS retains all intellectual property rights in work which it undertakes under these Conditions. As specified in Clause 4.5 where BJS uses a Customer’s mould then the Customer retains intellectual property rights in such mould.
9.2 The Customer undertakes not to register any design or other registered intellectual property right in any work or item produced by BJS under this Agreement..3 The Customer shall fully investigate the intellectual property position of items which it supplies to BJS for replicating or otherwise using, including without limitation moulds, items for copying and specifications. The Customer warrants that it is the owner not just of all physical property rights in items of Customer Property given to BJS but also of the intellectual property rights in such items and that BJS will not be in breach of any third party’s intellectual property rights, including trademarks, in any engraving or other designs to be placed on items worked on hereunder.
9.4 The Customer undertakes fully to indemnify and hold BJS harmless against all costs, damages, expenses (including legal fees on a solicitor/own client basis) arising from use by BJS, its employees or subcontractors of such items where BJS, its employees or subcontractors are sued or threatened with legal action for breach of intellectual property rights or confidentiality in such items.
9.5 The Customer shall keep confidential all business and product information of BJS which comes to its knowledge, whether as to manufacturing methods, other customers or financial matters.
10. Force Majeure
BJS shall have no liability in respect of any failure or delay in fulfilling any of its obligations to the extent that fulfilment thereof is prevented, frustrated, impeded and/or delayed or rendered uneconomic as a consequence of any fire, flood, earthquake, other natural disaster or Act of God, industrial dispute or failure by sub-contractors or other circumstances or event beyond BJS’ reasonable control.
11. Assignment
The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations under the Contract without the prior written consent of BJS. Any or all of BJS’ rights or obligations under the Contract may be assigned by BJS.
12. Waiver
The rights of BJS shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
13. Set Off
The Customer undertakes to make any payment due hereunder in full without any deduction, offset or counterclaim whatsoever save in respect of any credit note issued to it by BJS.
14. Headings
The headings of these Conditions do not form part of the Conditions and shall not affect the interpretation thereof.
15. Severability
If these conditions (or any paragraph or sub-paragraph or any part thereof) is held to be invalid or otherwise unenforceable for any purpose it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of the Contract.
16. Notices
Any notice hereunder shall be deemed to have been given if delivered by hand or sent by prepaid first class post (in the case of BJS) to its registered office and in the case of the Customer at its last known address, and deemed to have been received on the date of despatch if delivered by hand and on the third day after posting if sent by post. Conflict Minerals
17. Conflict Minerals
17.1 BJS has adopted a conflict minerals policy in support of the U.S. Conflict Minerals Rule and as part of its commitment to responsible sourcing. Under that Rule, “conflict minerals” are Tin, Tantalum, Tungsten and Gold (also known together as “3TG”), which are derivatives of Cassiterite, Columbite-Tantalite, and Wolframite, regardless of where they are sourced, processed or sold.
17.2 The intent of a Conflict Minerals policy is to address violence and human rights violations in the mining of these minerals from portions of an area described as the “Covered Countries,” meaning the Democratic Republic of the Congo (DRC) and its surrounding countries. The Conflict Minerals Rule applies to many of BJS Company Ltd customers who file periodic reports with the U.S. Securities and Exchange Commission (“SEC”) and who manufacture, or contract to manufacture products containing 3TG that are “necessary to the functionality or production” of those products.
17.3 BJS may accordingly request its customers to conduct their own due diligence and provide written documentation as to whether products containing 3TG used in its manufacturing processes or in purchased products which originate from outside the Covered Countries, or, if they originate from within the Covered Countries, that the mines or smelters be verified as “conflict free” by an independent third party.
18. Human Trafficking & Anti-Slavery
18.1 BJS evaluates purchased products against the List of Goods Produced by Child Labour or Forced Labour for likely countries and industries prone to modern slavery to help identify any high-risk suppliers BJS may utilize.
18.2 BJS will not use nor knowingly work for any company that is identified as a high- risk user.
18.3 BJS requires any customer who free issues material to certify the mineral origins to determine whether such minerals may be supporting conflict in Central Africa. These certifications are in part intended to help identify and mitigate the risk of slavery, human trafficking, child labour and other human rights violations.
19. Law and Jurisdiction
This agreement is subject to English law. The parties agree to submit to the exclusive jurisdiction of the English courts where any dispute arises under this Agreement.
