Terms & Conditions

“Business Day” means Monday to Friday other than a day which falls on a public holiday in England;

“Business Hours” means 9.30am to 4pm GMT Monday to Friday other than on a public holiday in England;

“Due Date” is defined in clause 5.2;

“Goods” goods that can be bought using the Account from the Store;

“Group Company” means any company which is a subsidiary, holding company or a subsidiary of its holding company, where a company is a subsidiary of another company (its “holding company”) if that other company holds a majority of the voting rights in it, is a member of it and has the right to appoint or remove a majority of its board directors, or is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it or if it is a subsidiary (as defined above) of a company which is itself a subsidiary of that other company;

“Store” a specified store operated by JNJ Tiles Plc or any of its Group Companies that is authorised by Us to accept payment under the Scheme to purchase Goods;

“REWARDS+” a loyalty scheme offered by Us awarding points for loyalty to customers purchasing Goods from JNJ Tiles Plc;

“Sales Receipt” a till receipt or e-receipt;

“Scheme” the JNJ Tiles Trade Credit Account scheme under this Agreement;

“Scheme Address” Postal address: Trade Pay, JNJ Tiles PLC, Thorpe Way, Grove Park, Enderby, Leicestershire, LE19 1SU. Email address: tradepayenquiries@toppstiles.co.uk

“Terms and Conditions” these terms and conditions relating to the Scheme;

“JNJ Tiles  Signatory” means a person authorised by JNJ Tiles Plc;

“Us”, “Our” or “We” JNJ Tiles Plc;

“You” the business in whose name the Account is held.

2. The Agreement and Authorisation

     2.1. This Agreement is between You and Us.

     2.2.  When you apply for an Account under this Scheme, You confirm that You are doing so in the course of a business and not as a consumer and that You agree to be bound by these Terms and Conditions and that You have the authority to bind the business on whose behalf the Account is to be opened and used.

     2.3. The signature by an Authorised Account Holder of a Sales Receipt at the point of payment or the signature of the goods receipt note upon collection of goods constitutes acceptance by You that the details shown on the Sales Receipt are true and accurate in all respects.

     2.4. By entering into this Agreement, You undertake to pay for Goods on the receipt of invoices from Us.

3. Termination

     3.1. You may terminate this Agreement at any time by giving us 14 days written notice.

     3.2. We may terminate this Agreement (or at our discretion suspend) your Account immediately if, in our opinion, the results of a credit check referred to in clauses 4.1 and 8.4 are not satisfactory.

     3.3. We may terminate this Agreement at any time by giving You 14 days’ written notice.

     3.4. We may terminate the Agreement  with immediate effect if (a) You become insolvent, go into compulsory or voluntary liquidation, You have a receiver or administrator or administrative receiver appointed over all or part of Your property or business or You are declared bankrupt (as appropriate), (b) You fail to pay any sums due to Us within 7 days of the Due Date or You otherwise breach any other term of this Agreement, (c) You exceed Your credit limit as determined pursuant to clause 4.3 at any time or (d) the Scheme ceases to operate for any reason.

     3.5. In the event that this Agreement is terminated for any reason (a) the total outstanding balance on Your Account shall become immediately due and payable by You in full and cleared funds together with any interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 then due; and (b) the right to use the Account shall automatically stop.

     3.6. You must immediately notify Us at the Scheme Address of any change of name, address, contact details and bank details or commercial status that You undergo.

4. Use of the Account

     4.1. Once (a) Your completed application has been accepted for an Account and (b) we have completed a satisfactory credit check on You, your Account will be opened.

     4.2. Each Account will include Your name and may also record the Authorised Account Holders names associated with Your Account. You will also be given a unique PIN to use at Store.

     4.3. The Account will be valid for the purchase of Goods at participating Stores up to any maximum aggregate credit limit placed on Your Account as notified by Us at the time of Your application. We may at any time increase or decrease the credit limit applied to Your Account by notifying You.

     4.4. You may order and reserve Goods using your Account, up to Your credit limit, and will not be invoiced for the Goods until they are despatched or collected by You.

     4.5. You are responsible for ensuring that the Account is:

          4.5.1. properly activated prior to use;

          4.5.2. Your PIN is kept securely and confidentially;

          4.5.3. Your PIN is only used by Authorised Account Holders; and

          4.5.4. only used to buy Goods.

4.6. You must ensure that the Authorised Account Holder checks that all the details of each transaction recorded on the Sales Receipt are accurate.

4.7. You must take and ensure that all Authorised Account Holder’s take all reasonable steps to prevent misuse of the Account and to identify any unauthorised or fraudulent activity relating to the Account. These steps should include:

     4.7.1. checking all invoices as soon as You have received them and checking all transactions made on Your Account on at least a weekly basis for any unusual, suspect or unauthorised activity;

     4.7.2. promptly investigating any suspect/unusual transactions that We tell You about;

     4.7.3. ensuring Your PIN is not shared with individuals who are not Authorised Account Holders;

     4.7.4. promptly changing the PIN if the Authorised Account Holders change or leave Your business;

     4.7.5. promptly notifying Us if You suspect that Your Account has been used fraudulently. This might include for example, use by a person that is not an Authorised Account Holder.

5. Payment

     5.1. Unless the sale is for cash, or other credit terms have been agreed in writing with a JNJ Tiles Signatory, where You use Your Account to purchase Goods at a Store, all Accounts are due for payment on the last day of the month following the month in which the Goods are invoiced.

     5.2. On the last day of each month You will be issued with a statement (showing Goods purchased in that calendar month) and an invoice specifying the amount to be paid by You within 30 days of the date of  the invoice (“Due Date”). The statement and invoice will include details of the date, time, Store, description of the Goods bought and value (excluding and including VAT) of each transaction.

     5.3. A charge of £5 + VAT per invoice may also be made (in our discretion) for any duplicate invoices requested that are over 12 months old.

     5.4. All sums owing under this Agreement shall be paid by You at the Store, by debit card over the phone or online bank transfer.

     5.5. If You wish to dispute any sums invoiced by Us, you must do so in writing within 14 days of the date stated on the relevant invoice. At your written request, We will provide copies of Sales Receipts to You that relate to the disputed amount and will use reasonable endeavours to investigate the transaction in order to attempt to resolve the dispute.  All undisputed sums shall be paid by You by the Due Date, even if they are part of the same transaction.

     5.6. If You do not pay Your invoice by the Due Date, We may in our discretion send You a reminder 4 days after the Due Date. If any sum due under the invoice remains outstanding 7 days after the Due Date, We will be entitled to suspend Your Account with immediate effect and terminate this Agreement in accordance with clause 3.4(b). In this event You will not be able to use Your Account to purchase Goods, nor collect any outstanding Goods due for collection where Your Account was used to order those Goods, until all outstanding sums have been paid in full and (at our discretion) Your Account is reactivated. We may refer the debt to a debt collection agency.

     5.7. You cannot use Your Account as a part payment together with any other form of payment (including loyalty points you may receive through Our REWARDS+ scheme).  You can only use Your Account for the whole value of the order for Goods with the Store.

     5.8. REWARDS+ points may only be redeemed through one of the following options:

          5.8.1. when purchasing Goods from a Store using another method of payment, but not Your Account;

        5.8.2. You may redeem points when paying the amount shown on your Account statement; and

          5.8.3. You may choose to redeem points when You purchase Goods from the Store, at the point of sale, so you do not use the available credit limit on your Account.

5.9. In Our discretion, We may require security satisfactory to Us or payment for each consignment when it is available and before it is despatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us.

5.10. In the case of short delivery, You will remain liable to pay the full invoice price of all Goods delivered or available for Delivery.

5.11. You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim, which You may have, or allege to have, for whatever reason.

6 Retention of Title and Risk

     6.1. The risk in the Goods shall pass to You on collection from a Store or delivery.

     6.2. Title to the Goods shall not pass to You until the earlier of:

          6.2.1. We receive payment in full for the Goods (in respect of which payment has become due through Your Account), in which case title to the Goods shall pass at the time of payment; and

          6.2.2. You resell the Goods or incorporate them into building works, in which case title to the Goods shall pass to You at the time specified in clause 6.4.

6.3. Until title to the Goods has passed to You, You shall:

     6.3.1. store the Goods separately from all other goods held by You so that they remain readily identifiable as Our property;

     6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

     6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

     6.3.4. notify Us immediately if it becomes subject to any of the events listed in clause 3.3; and

     6.3.5. give Us such information as We may reasonably require from time to time relating to:

     6.3.6. the Goods; and

     6.3.7. the ongoing financial position of the Customer.

6.4. Subject to clause 6.5, You may resell or use the Goods in the ordinary course of Your business (but not otherwise) before We receive payment for the Goods. However, if the Customer resells the Goods before that time:

     6.4.1. it does so as principal and not as Our agent; and

     6.4.2. title to the Goods shall pass from Us to You immediately before the time at which resale by You occurs.

6.5.  At any time before title to the Goods passes to You, We may:

     6.5.1. by notice in writing, terminate Your right under clause 6.4 to resell the Goods or use them in the ordinary course of Your business; and

     6.5.2. require You to deliver up all Goods in Your possession that have not been resold, or irrevocably incorporated into another building works and if You fail to do so promptly, enter any of Your premises or of any third party where the Goods are stored in order to recover them.

7. Liability and Exclusions

     7.1. Your contract for the purchase of the Goods made using an Account is made with the Store making that supply. We do not accept any liability or give any warranty, express or implied, whether arising by common law or statue in relation to such Goods. Your statutory rights are not affected by this Agreement.

     7.2. It is not guaranteed that the systems used to process a sale at a Store will always operate error free or that the Account will always be accepted at Store. We do not accept any liability for any loss, damage, fines or expenses suffered by You by reason of the failure of the Store to process any sale transaction or in the event that the Account is not accepted at a Store whether arising from breach of contract, tort (including without limitation, negligence), statutory duty or otherwise.

     7.3. Subject to clause 6.4 in no event shall We be liable to You:

          7.3.1. for a sum in excess of £1,000; or

          7.3.2. for any of the following losses suffered by You (howsoever caused and whether direct or indirect): loss of profits, loss of revenue, loss of savings (anticipated or actual), loss of contract, loss of goodwill, wasted expenditure, loss of reputation; or

          7.3.3. for any indirect or consequential loss or damage suffered by You.

7.4. Nothing in this Agreement shall operate to reduce Our liability for death or personal injury caused by Our negligence or for fraudulent misrepresentation by Us, nor any other liability that We owe that cannot be limited by law.

8. Use of Customer Information

     8.1. We will collect, store and use any personal information provided by You and/or an Authorised Account Holder in connection with Your Account ( “Your Information”) in accordance with all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 No. 2426) (as amended); and all other legislation and regulatory requirements in force from time to time which relate to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority and applicable to this Agreement. Our Privacy Policy can be found here

     8.2. We will use Your Information in the following ways:

          8.2.1. to set up and maintain Your Account and all records relating to it;

          8.2.2. for the administration of Your Account and to process and communicate with You about transactions on Your Account;

          8.2.3. to enable us and third parties to carry out technical, logistical or other functions for the purposes of managing Your Account and the technical and management systems upon which it relies on Our behalf;

          8.2.4. to carry out fraud prevention in accordance with clause 8.3 below;

          8.2.5. to carry out credit checking in accordance with clauses 4.1 and 8.4 below;

          8.2.6. to enable us and third parties to carry out data analysis with regard to Your Account for Our internal business purposes; and

          8.2.6. to conduct marketing activities described in and subject to clause 8.5 below.

8.3. We and/or other organisations may access and use Your Information and share it with fraud prevention agencies to prevent fraud and money laundering and to verify your identity, for example, when: (i) checking details on applications for credit and credit related or other facilities, (ii) managing credit and credit related accounts or facilities, (iii) recovering debt, (iv) checking details on proposals and claims for all types of insurance, and (v) checking details of job applicants and employees. If false or inaccurate information is provided by You or fraud is identified, details will be passed to fraud prevention agencies and law enforcement agencies may access and use this information. You may be refused certain services, finance or employment. We and other organisations may access and use the information recorded by fraud prevention agencies from other countries.

8.4. We may use Your Information for credit checking in order to mitigate exposure to bad debts. By entering into this Agreement, You confirm Your agreement to Us or a third party nominated by Us undertaking such credit reference agency searches from time to time and You agree that records of the searches may be seen by other organisations in relation to any application for credit in the future. 

8.5. We will ask for Your permission when setting up your Account to use Your Information including Your contact details for marketing purposes as follows:

     8.5.1. to supply the latest news to You about the Scheme and to provide carefully selected promotional offers issued by Us or Our Group Companies;

     8.5.2. to supply deals, offers and product information from carefully selected third parties that may be of interest to You;

8.6. Marketing information may be provided by telephone, email or post and SMS. You may unsubscribe or amend Your marketing options at any time by emailing the Scheme Address.

9. Amendment of Terms

     9.1. We are entitled to amend these Terms and Conditions provided that We are not entitled to impose any interest charge for credit or any monthly account fee, nor change the payment period set out in clause 5, at any time by written notice to You. We will give you written notice either by a written notice on Your invoice setting out the new terms and conditions or by a separate electronic communication. It is Your responsibility to check any amendments that are so notified. If You wish to discuss the amended terms and conditions, You must contact Us within seven days of the change being notified. The amended terms will be deemed to have been accepted seven days after the date of the relevant notice if You have not contacted Us within this period. If You do not accept the amended terms and conditions, We shall be entitled to terminate this Agreement immediately and You are referred to the termination provisions in clause 3 above.

10. Notices Unless it states otherwise in these terms and conditions:

     10.1. Notice to be given by You to Us under this agreement must be given either by email or by post to Us at the Scheme Address;

     10.2. Notice to be given by Us to You may be given by Us by email at the email address that you last provided to Us;

     10.3 A notice delivered by email shall be deemed to have been received at 12pm on the next Business Day following its transmission;

     10.4. A notice delivered by first class post shall be deemed to have been delivered two Business Days after the date of posting;

     10.5. A notice delivered by second class post shall be deemed to have been delivered five Business Days after the date of posting.

11. Assignment We have the right to assign and transfer to a third party all Our rights, title, interest and benefit in and to this Agreement and the debt due thereunder to receive, collect and enforce the payment of any monies that are or become due to Us from You under this Agreement.

12. General

     12.1. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

     12.2. Failure by Us at any time to enforce any breach of this Agreement shall not be construed as a waiver of Our rights to enforce that breach at any time.

     12.3. If any part of this Agreement is deemed void for any reason whatsoever, but would be valid if part of the wording were deleted any such part shall apply with such modifications as may be necessary to make it valid and effective.

     12.4. This Agreement represents the entire agreement and understanding between Us and You and supersedes all prior agreements, arrangements and understandings between Us and You in respect of its subject matter.

     12.5. The Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.u