1.1 Thank you for using the services provided by JJ-LAPP (P) INC (SEC Registration No. CS200718075) (“JJ-LAPP”). By using our services and information, including without limitation, accessing the website https://eshop.jj-lapp.com and its subpages (“Website”) and utilizing the information contained therein (“Services”), you agree to be bound by these terms and conditions (“Terms and Conditions”). We may at our sole and absolute discretion amend or supplement these Terms and Conditions at any time, with or without notice to you. Any such changes shall be posted to the Website and shall be effective immediately upon posting. Please check the Website periodically for changes to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use our Services.
1.2 As used in these Terms and Conditions, the terms “you” and “your” refer to any person using our Services or making any order for goods with JJ-LAPP, while the terms “we,” “us” and “our” refer to JJ-LAPP.
1.3 These Terms and Conditions shall be governed by the laws of Philippines and all disputes shall be referred to the exclusive jurisdiction of the Philippines courts.
2.1 All content including but not limited to, text, graphics, interfaces, trademarks, logos, videos, photographs, images, sounds, music and code, including but not limited to the content’s structure, design and arrangement (”Content”) that is displayed on this Website are owned by us and/or our affiliates and are protected by relevant and appropriate intellectual property laws and regulations. Except where our prior express written consent has been obtained, any unauthorized use of this Website and/or the Content or any part thereof, including but not limited to the reproduction, modification, distribution or republication of the same, is strictly prohibited.
2.2 Other copyrighted works, trademarks, service marks and logos utilised on the Website are the property of their respective owners. The appearance of any such third-party trademarks does not imply any connection, licence, approval or other relationship with such third-party.
3. Use of Website:
3.1 You agree –
- 3.1.1 to comply with all applicable laws, rules and regulations in accessing this Website and/or using our Services. The use of any illegal or unauthorised means to access this website (such as automatic programs/software like robots, crawlers, spiders, page scrapers and manual methods) is strictly prohibited;
- 3.1.2 to provide us with true, accurate, current and complete information about yourself as requested by us when you use the Website and/or the Services. Impersonation, the use of false identities or knowingly providing wrong information of an individual and/or organisation is strictly prohibited.
3.2 You further agree –
- 3.2.1 not to use this Website, the Content or our Services for any unlawful or fraudulent purpose;
- 3.2.2 not to interfere with or disrupt the operation of our Services, including restricting or inhibiting any other person from using this Website by means of hacking or defacing this Website or any part thereof;
- 3.2.3 not to make available, transmit or utilise any virus, worm, Trojan horse, root kit or other harmful code;
- 3.2.4 not to use our services to spam, phish, spider, crawl or scape;
- 3.2.5 not to harvest or collect personally identifiable information about this Website’s visitors or users, or about our employees without their express consent;
- 3.2.6 not to sell, resell, transfer, license or exploit for any commercial purposes any use of or access (including sharing of passwords and login information) to this Website; and
- 3.2.7 not to modify, adapt, translate, reverse engineer, decompile or disassemble this Website or any part thereof.
3.3 Users with customer administrator privileges (example: 1st user to sign up company to webshop) shall create additional buyers only for authorised persons in their organisation. User account sharing and user account creation for any organisations or individuals outside your own organisation, regardless of usage, is strictly prohibited. We shall not be liable for usage by or purchases made by unauthorised buyers created by the customer administrator and the user shall be held fully liable for the same.
3.4 In the event of any use of this Website, the Content or our Services which is in breach of these Terms and Conditions, we reserve the right to prevent or restrict your access to this Website without prior notice and to take such other action as we deem fit, including but not limited to reporting you to the relevant authorities and taking legal action against you.
3.5 We reserve the right to –
- 3.5.1 lawfully control any activity, content or information on this website and investigate any abuse of this website;
- 3.5.2 prevent or restrict your access to this Website or our Services at any time and without reason;
- 3.5.3 report to any relevant authority, any action that may be unlawful, illegal and/or violates these Terms and Conditions;
- 3.5.4 request any data from you in relation to the use of this Website;
- 3.5.5 suspend or discontinue this Website without reason and without prior notice or consent;
- 3.5.6 change any information displayed or presented on this Website, including (but not limited to) product specifications, without prior notice or your consent; and
- 3.5.7 unilaterally amend these Terms and Conditions without prior notice or your consent.
4. Limitation of Liability and Indemnity
4.1 We and our affiliates or other third parties mentioned on this Website or in the Content shall not be liable for any losses whatsoever that arise directly or indirectly from your use of, access to or reliance on this Website or the Content, or any information contained therein.
4.2 We do not warrant that use of or access to this Website will be available and uninterrupted, timely, secure, or error-free.
4.3 In the event of updates, modifications, suspension, discontinuation or removal of this Website or any part thereof, you agree not to hold us liable for any loss or damage you may incur arising out of or in connection with your inability to access or use this Website or any part thereof.
4.4 You agree to defend, indemnify and hold harmless JJ-LAPP and our affiliates from and against all claims, losses, costs, damages, liabilities and expenses arising out of –
- 4.4.1 your activities in connection with this Website or the Content;
- 4.4.2 any breach of these Terms and Conditions by you;
- 4.4.3 any improper or unauthorized use of this Website or the Content by you;
- 4.4.4 any allegation that anything you transmit through or in connection with this Website or the Content infringes or otherwise violates the intellectual property, privacy or other rights of any third-party; and
- 4.4.5 any unlawful conduct, activity or action by you, engaged in, caused by or facilitated in any way through the use of the Services, the Content or our Services.
5. Terms of Sale
Before ordering any goods from this Website, please thoroughly and attentively read these Terms of Sale and ensure you understand the same, as placing your order on this Website shall be deemed as your unconditional and irrevocable acceptance of these Terms of Sale.
5.1 Application: These Terms of Sale set out hereunder shall apply to all sales contracted by us whether or not expressly referred to in other documents of sale, purchase, invoices or delivery notes issued by us or by you. The unconditional delivery of goods, performances of services or acceptance of payments shall not constitute acceptance by us of any terms deviating from these Terms of Sale. In the event of any inconsistencies or conflict between these Terms of Sale and our standard terms (which may be printed on our delivery notes or invoices), these Terms of Sale shall prevail.
5.2 Binding Contract: Our written order confirmation and these Terms of Sale shall constitute a binding contract of sale between us and you.
5.3 Price Revision: Unless expressly termed as firm, prices quoted or contracted by us may be revised to cover unforeseen increases in our costs. If we desire to revise prices but are restricted from so doing by reason of any governmental law, regulation, order or action, or if firm prices are altered by reason of any governmental law, regulation, order or action, we shall have the right to rescind the contract of sale by written notice to you, an equitable solution concerning the additional cost thus incurred cannot be forthwith agreed between us and you.
5.4 Liability and Risk: Upon acceptance by your carrier or upon delivery to your premises, whichever comes first, you will be deemed to assume all risks and liability for loss and damage resulting from the transportation, handling, storage or use of the goods supplied under the contract of sale. Notwithstanding anything herein, our liability in respect to goods supplied or services rendered under the contract of sale shall in any case be limited to the purchase price of the goods or services in respect of which damages are claimed and we shall in no event be liable for any consequential, incidental or other damages resulting from delayed delivery or performance, short shipment, handling, storage, use, imperfection or otherwise of goods supplied as well as from delayed or imperfect services rendered hereunder.
5.5 Force Majeure:
- 5.5.1 We shall not be liable for any delay in performing or for any failure to perform our obligations if the delay or failure results from any of the following:
- (a) an Act of God,
- (b) an outbreak of epidemics and infectious diseases such as severe acute respiratory syndrome, avian flu, plagues, quarantine restrictions or restriction against entry into any country where supplies are being obtained or delivered,
- (c) natural physical disaster, fire, explosion, fog, flood or bad weather,
- (d) outbreak of hostilities, war, riot, civil disturbance or act of terrorism,
- (e) inability to obtain fuel, power, raw material, labour, containers or transportation facilities,
- (f) breakdown or failure of plant, machinery, apparatus or vehicles,
- (g) accident, theft, malicious damage, sabotage, strikes, lockouts or industrial action of any kind,
- (h) the act of any government or authority (including refusal or revocation of any license, permit or consent), governmental law, regulation, order or national defence requirements, import or export embargos,
- (i) default of manufacturers, suppliers or subcontractors, and/or
- (j) any other event beyond our control.
- 5.5.2 In the event of delay arising from any of the reasons mentioned in Clause 5.5.1, the date for the performance of our obligations shall be extended automatically for a period equal to the time lost by reason of the delay PROVIDED that in the event that the delay continues in excess of sixty (60) consecutive days, we shall have the right to terminate the contract of sale without liability, by giving you thirty (30) days written notice. Upon such termination, you shall pay us for all goods and/or services supplied up to the date of termination.
- 5.5.3 For the avoidance of doubt, in the event of a failure to perform arising from any of the reasons mentioned in Clause 5.5.1, JJ-LAPP shall not be deemed to be in breach of its obligations under the contract of sale and shall not be liable for any expenses, losses or damages whatsoever suffered by you.
5.6 Buyer's Credit: All payments are via PAYPAL unless stated otherwise. In the event you fail to pay when payment is due, we reserve the right, among other remedies, to terminate the contract of sale and/or to suspend further deliveries or services under the contract of sale. Should your credit standing with us (if any) become unsatisfactory to us, cash payments or satisfactory security may be required by us for past and/or future deliveries of goods or for services rendered and/or to be rendered.
5.7 Reservation of Title: Goods supplied by us shall remain our property until the respective purchase price has been paid in full by you. In case the goods have been processed by you before the full purchase price has been paid, our reservation of title shall extend over the entire new object. In case of processing, combining or mixing our goods with goods owned by you or third parties, we shall acquire a part title of the newly created object or objects at a percentage corresponding to the ratio of the value of our goods to that of your goods or of third parties’ goods. You shall store the goods and such newly created objects in a manner to indicate that you hold these goods and objects on trust for us. You may nevertheless sell these goods and such newly created objects to a third party in the normal course of business, but shall account to us as our agent, the portion of proceeds lawfully belonging to us.
5.8 Warranty: To the extent permitted by law, we make no warranty, whether of merchantability, fitness or otherwise expressed or implied concerning the goods supplied or services rendered other than that they shall be of the specifications stated in the contract of sale. Our warranty does not cover normal wear and tear and is valid only for such period as expressly stipulated in the contract of sale. Our warranty is further predicated on your compliance with generally accepted or expressly specified conditions for proper handling and use of the goods. Any recommendations made by us concerning the use of the goods are believed to be reliable but we make no warranty of the results to be obtained. You agree to inspect the goods supplied or the services rendered hereunder immediately after delivery or performance and to give notice in writing of any claim within thirty (30) days of delivery or performance. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the goods or services and a waiver of all claims with respect thereto. In case of a substantiated valid complaint concerning the goods supplied or services rendered hereunder, we shall at our sole discretion, repair, exchange or take back again reimbursement the rejected goods or the rejected part thereof or repeat or reimburse for the rejected service. Our obligations under this Warranty shall be conditional on your full compliance with your obligations under the contract of sale, especially on full compliance with the terms of payment.
5.9. Validity of the Contract of Sale: If any term or provision of the contract of sale shall be modified or replaced or become partly or wholly invalid by mutual consent of us and you, the contract of sale shall be deemed amended accordingly and all other terms of the contract of sale shall remain in force. If any term or provision of the contract of sale shall be modified, replaced or become partly or wholly invalid due to any governmental law, regulation, order or action, JJ-LAPP and you shall forthwith try to find an equitable valid replacement for the term thus changed or invalidated. If mutual agreement concerning such replacement cannot be reached, we shall have the option to either accept the changed term or the invalidation thereof and keep the thus amended contract of sale in force, or to terminate the contract of sale.
5.10 Order Acknowledgment and Order Confirmation: After final submission of the order on this website, you will receive an acknowledgment e-mail. This e-mail is merely to acknowledge that we have received your order request and does not indicate our agreement to supply you with any goods. We will first verify that the goods ordered are in stock and that your credit (if any) is in good standing before issuing a separate order confirmation by e-mail. Until you receive this order confirmation, we have not agreed to supply the goods to you. Prior to receiving our order confirmation, you may rectify any errors in your order by sending us an email notifying us of such error or contacting us on the telephone number listed on this website.
5.11 Pricing: All goods are displayed in and if purchased, invoiced in Philippine Peso (Php) and include Value Added Tax ("VAT”) at the prevailing rate. For the avoidance of doubt, all taxes, charges and levies such as VAT shall be borne by you. We have the right to make changes to the price and delivery costs of any goods and the right to limit or terminate any promotion codes or discounts at any time without notice.
5.12 Delivery: It is your responsibility to provide an accurate, valid and correct address for us to ship to. Delivery shall be made through an independent third-party service provider whom you acknowledge and agree that we are not liable for. Any delivery lead times quoted are not firm and subject to change due to factors out of our control. We shall not be liable for any delay in delivery or the performance of the delivery.
- 5.12.1 In the event you fail to take/receive delivery of the goods ordered for any reason such as providing an incomplete or inaccurate address, without prejudice to any other rights and remedies which we may have, we shall have the right to –
- (a) sell the goods to any another buyer without your notice or consent without prejudice to our right to claim damages;
- (b) store the goods at such premises as we think fit pending such sale or your taking delivery of the goods, and you shall be liable to reimburse us for all costs (including storage and insurance) incurred; and/or
- (c) terminate the contract of sale without any liability whatsoever, forfeit all down payment(s) / deposit(s) made by you and/or make a claim against you for all losses incurred.
- 5.12.2 Delivery Periods and Dates: We make no guarantee that the delivery of goods shall comply with any requested delivery dates although we will use reasonable efforts to accommodate the same. Should the delivery of goods be prevented or delayed by reasons out of our control, the delivery periods and dates shall be deemed adhered to if you are notified of the delay by the dates agreed upon for delivery.
- 5.12.3 Delivery Charge: In cases where the order amount exceeds the minimum order quantity, the delivery charge is included in the price displayed on the Website. If the order quantity is less than minimum order quantity, an extra delivery charge may be applied in addition to the price displayed on the Website. In this case, a customer service representative will contact you before confirming the order. To find out more about minimum order quantities, please contact one of our customer service representatives.
- 5.12.4 Stock Availability: We make no guarantee that the goods listed on the Website are currently in stock. We shall not be liable for any delay in delivery due to inventory shortage. The supply of any and all goods are subject always to availability of the same.
- 5.12.5 Cancellation: You may not cancel any order placed except with our express prior written consent. In the event of a cancellation by you, you agree to compensate us for all work done, expenses incurred and commitments made as of the time of cancellation. Any payment made by you shall also be forfeited to us. Nothing herein shall limit any other remedies available to us hereunder or by law.
5.13 Refund/Return Policy:
- 5.13.1 You may apply for return, refund, or exchange if:
- (a) the wrong goods have been delivered to you; or
- (b) the goods are defective:
- 5.13.2 For goods to be considered as defective they must at the time of change of title have a clear error or differentiation from the required specifications provided by you, which causes them to be unfit for the purpose for which the goods are designed.
- 5.13.3 JJ-LAPP' will not be liable for defects that:
- (a) are caused or contributed by poor, incorrect or inexperienced handling or abuse by you;
- (b) are minor or immaterial;
- (c) are caused by factors out of our control,
- (d) are caused by your non-compliance with the instructions and manual enclosed with the goods.
- 5.13.4 You shall complete our specified online contact form to apply for a refund, exchange or return for the purchased goods.
- 5.13.5 Notwithstanding anything herein, we shall have the right to reject or accept any return, refund or exchange request at our sole and undisputed discretion. We shall not be liable for any loss (direct or consequential) that occurs due to our rejection of any return, refund or exchange request.
- 5.14.1 Subject to earlier termination provisions, the contract shall terminate automatically upon forty (40) days from the date of delivery of the contracted goods and/or services.
- 5.14.2 We may terminate this contract forthwith by notice in writing to you:
- (a) if you fail to fulfil any of your payment obligations when they fall due or we have grounds to believe that you will not be able to fulfil your payment obligations; or
- (b) upon the insolvency, winding up or presentation of a bankruptcy petition or other insolvency application against you, or a court of competent jurisdiction makes an order, or a resolution is passed, for the winding up, dissolution or judicial management or administration of you otherwise than in the course of a reorganisation, merger, amalgamation or restructuring; or
- (c) any attachment, sequestration, distress, execution or other legal process is levied, enforced or instituted against the assets of the other party, or a liquidator, judicial manager, receiver, administrator, trustee-in-bankruptcy, custodian or other similar officer has been appointed (or a petition for the appointment of such officer has been presented) in respect of any of your assets; or
- (d) you convene a meeting of your creditors or make or propose any arrangement or composition with, or any assignment for the benefit of your creditors.
- 5.14.3 Upon the termination of this contract for any reason, you shall be liable to pay us for all goods delivered and/or services rendered up to the effective date of termination. For the avoidance of doubt, all termination under the contract of sale shall be without prejudice to the rights and remedies of either party for antecedent breaches.