Terms And Conditions
1 . The following terms and conditions are applicable except as otherwise specifically agreed in writing by Sound Technology Ltd (“the Company”) in all of its dealings with the person, firm or company detailed below right (“The customer”) with regard to the supply of goods (“The goods”) by the Company to the customer.
Ownership and Risk
2.Legal and beneficial title in the goods will pass to the customer only when payment in full for goods delivered by the Company to the customer under any contract has been received by the Company.
3.The Company by its employees or agents shall be entitled to enter upon or into any land, buildings or vehicles of the customer, its servant or agents to retake possession of the Company’s goods if the customer shall be in breach of any of the terms of this contract or if the Company shall reasonably consider for any reason that its goods are in jeopardy or on the happening of any of the events set out below:-
(i)Any notice to the customer that a Receiver or Manager of the customer is to be or has been appointed, or
(ii)Any notice to the customer that a petition to wind-up is to be or has been presented or any notice convening a meeting of the customer at which a resolution is to be proposed to wind-up the customer (save for the purposes of and followed by a bona fide reconstruction or amalgamation), or
(iii)A decision by the customer that it intends to make an arrangement with its creditors or
(iv)Any act of bankruptcy by the customer, or
(v)Any event or default which causes the Company reasonably to consider that its title to the goods or (if the good shave been sold for resale) proceeds of sale may be adversely affected then the customer’s authority to sell the Company’s goods shall end and all goods belonging to the Company shall be delivered to the Company and all proceeds of sale of the goods received by the customer prior to the withdrawal of authority shall be paid to the Company. And it is a specific obligation upon the customer to notify the Company forthwith of the happening of any of the events referred to the above paragraphs (i) to (v).
4.Goods delivered by the Company shall be held by the customer as bailee of the Company until payment in full has been made, but shall be at the customer’s risk immediately on delivery to the customer or as directed by the customer and the customer should therefore insure accordingly, but ownership of the goods shall remain in the Company until payment in full has been made (each order being considered independently) or if the goods have been purchased for resale until the customer resells the goods as provided herein.
5.If the goods are purchased for resale then before payment in full is made the customer shall have power to resell the goods (as principal towards sub-purchaser but as agent as between customer and Company) and the Company shall be beneficially entitled to and the Customer shall be under fiduciary duty to account to the Company for the proceeds of sale and any claim thereto and all proceeds of sale shall be kept by the customer in a separate account to its other monies for and on behalf of the company.
6.If the goods are purchased for re-sale and the customer not having made payment in full for the goods mixes them with other goods or uses them in the manufacture of the other goods the ownership of the other goods or products shall thereupon vest in the Company as security for payment of the goods hereby purchased and accordingly Clause5 shall as far as appropriate apply to such other goods or products mixed with the Company’s
goods.
Passing of Risk and of Title
7.The risk in the goods shall pass to the customer when the Company delivers the goods by itself, its servants,agents or carriers at which time and place the customer or its agent or other person to whom the Company has been authorised by the customer to deliver the goods shall be ready to receive them and the Company shall have no responsibility in respect of the safety of the goods thereafter and the customer shall insure accordingly.
8.Subject to Clause 7 immediately preceding however ownership of the goods shall remain with the Company which reserves the right to dispose of the goods until payment in full for all the goods has been received by it in accordance with the terms of this contract and if such payment is overdue in whole or in part the Company may (with prejudice to any of its other rights) recover or resell the goods and may enter upon the customer’s premises by
its servants or agents for that purpose.
9.Until the Company is paid in full for all the goods the relationship of the customer to the Company shalt be fiduciary in respect of the goods or other goods in which they are incorporated or used as herein before referred to and more particularly it the same are sold by the customer the Company shall have the right to trace the proceeds there of according to the principle in re Halletts Estate and a like right for the Company shall apply where the customer uses the products in anyway so as to be entitled to payment from a third party.
Damage in Transit
10.In the event of goods arriving damaged or incomplete it is necessary for them to be signed for as such and the carrier concerned to be immediately informed and any claim arising must be made to the Company in writing within three days of delivery and complaints by the customer in respect of goods found to be damaged shall not be grounds for the customer to withhold payment of monies due to the Company and shall not give any right to set off or lien.
11.No liability is accepted for damage loss or delay in transit whether delivery is to the customer’s premises or to an address given by the customer.
12.In the event of shortage of goods delivered this shall be notified to the Company in writing within three days from the date of delivery.
13.In the event of error in price or non-delivery this shall be notified to the Company in writing within ten days of receipt of invoice.
14.Carriage will be charged on all orders except back orders and if customers require a different means of transport from that normally used then the amount of carriage will be charged.
15.Unless agreed otherwise goods ordered but temporarily out of stock will be forwarded as soon as the goods become available and the Company shall not be liable for any loss or damage sustained by reason of any delay in delivery.
16.In the event of any goods being returned to the Company for any reason after title has passed they shall remain at the sole risk of the customer and the Company shall not be responsible for loss or damage whilst goods are on the Company’s premises or in the Company’s care.
17.Goods which comply with the specification on the order are not returnable except by agreement with the Company and goods returned should be advised under separate cover stating date and number of invoice the appropriate Delivery Note being returned with the goods if possible.
18.All prices are subject to alteration without notice and orders are accepted on the understanding that the current prices of the Company on the date of delivery will be charged and will be subject to Value Added Tax in accordance with the current legal requirements.
19.Where goods are imported by the Company to fulfill this order the Company reserves the right to amend its prices to cover any alterations in Exchange Rates of the pound sterling and the currency of the exporting company as between the rate at which the sterling price was calculated and the rate ruling at the time of payment.
Cancellation by Company or Customer
20.The Company shall be entitled to postpone delivery or cancel unfulfilled orders in whole or in part it by reason of an Act of God, force majeure, fire, industrial action, governmental control, default by suppliers, or any other circumstance whatsoever whether or not elusdem generis with the foregoing the Company reasonably considers itself unable to fulfill or is hindered or prevented from performing its obligations and such postponement or cancellation shall be without prejudice to the right of the Company to recover payment for goods supplied in part performance of the order and will not give rise to any claim by the customer for any loss, damage or expense resulting from or arising consequently upon such postponement or cancellation.
21.An order once placed by a customer cannot be cancelled except by mutual agreement with the Company and upon terms which indemnify the Company against all loss arising which shall include obligations to suppliers in respect of goods ordered by the Company to meet the customer’s requirements.
22.Changes at the customer’s request in the specification of the goods to be supplied can only be made with the Company’s agreement and will render the quoted price subject to amendment
23.The price quoted is based on the costs ruling at the date of an offer and if between that date and the date on which the goods are despatched variations either by rise or fall occur in these costs then the price quoted may be amended to provide for these variations.
24.The Company will endeavor to deliver the goods on the date specified but in no circumstances shall the Company be liable for any delay in delivery or for any consequential loss.
25.Payment for approved accounts shall be net cash monthly unless otherwise agreed provided that two satisfactory business references are required for initial orders or payments will be requested against pro form a invoice and unless otherwise agreed all orders for shipment abroad must be accompanied by a remittance or advice of confirmed irrevocable credit with a Bank prepared to pay on presentation of shipping documents.
Exclusive/Restriction of Liability
26.The Company shall not be liable to compensate the customer for any third party claims occasioned by delay in completing the order.
27.Goods are supplied or,. the understanding that the customer will test them in actual use and to determine for itself their adaptability to its intended use so that the Company does not warrant goods for customers intended purposes. Nothing in this clause affects the statutory rights of a customer dealing as a consumer.
28.Goods are warranted to be free from defects in material and workmanship at the time of delivery but any obligation under this warranty is limited to replacement of the goods or their cost at the choice of the Company.
29.The customer shall ensure that it by itself, its servants or agents or howsoever is competent to use the goods and informed as necessary as to any defects latent of otherwise in respect thereof and under no circumstances shall the Company be liable for any loss, damage, expenses or consequential damage of any kind arising out of the use or liability to use the goods.
30.Except and insofar as provided for in these terms and conditions, and save in respect of damage to personal property or of death or injury caused by negligence, the Company shall not be liable to the customer for any injury,loss or damage whatsoever (whether consequential or otherwise) sustained by the customer, its servants, agents or customers by reason of any innocent misrepresentation by the Company.
31.Except and insofar as provided for in these terms and conditions, and save in respect of damage to personal property or of death or injury caused by negligence, the Company shall not be liable to the customer for any injury,loss or damage whatsoever (whether consequential or otherwise sustained by the customer. Its servants, agents or customers by reason of any breach of the terms of this contract (whether expressed or implied).
32.Except and insofar as provided for in these terms and conditions, and save in respect of damage to personal property or of death or injury caused by negligence, the Company shall not be liable to the customer for any injury,loss or damage whatsoever (whether consequential or otherwise) sustained by the customer, its servants, agents or customers by reason of any defect in the goods whether or not such defect constitutes a breach of this Contract.
33.Except and insofar as provided for in these terms and conditions, and save in respect of damage to personal property, or death of, or injury caused by negligence, the Company shall not be liable to the customer for any injury,loss or damage whatsoever (whether consequential or otherwise) sustained by the customer, its servants, agents or customers by reason of any negligence on the part of the Company, its servants, agents or suppliers.
34.However, if and to the extent that any of these terms and conditions are rendered void or unenforceable or of no affect by the provisions of any national or international legislation or any amending legislation thereto then the provisions concerned shall have affect as if expressly limited in application so that no such repugnancy to such legislation will arise.
35.Customers should note that the purpose of the terms and conditions of the Company as reduce or extinguish liability to the customer is to reduce the Company’s costs and thereby the costs of the goods to the customer and where appropriate the customer is recommended to insure himself against any circumstances arising whereby he would have a claim against the Company but for these terms and conditions.
Variations/Additions
36.Without prejudice to the generality of the foregoing the Company renders all quotations and accepts all orders subject to the terms and conditions of the Company and will accept no variation of or addition to such terms and conditions unless the same are made in writing (either upon or annexed to the order) and thereafter expressly accepted by the Company in writing and in the absence of express acceptance in writing by the Company any purported variation or addition of these terms and conditions shall be deemed to have been rejected by the Company.
37.No statements, representations, warranties or descriptions shall be deemed to have been given or implied in the negotiations between the parties or their representatives prior to this contract so that these shall be the Company’s only terms and condition of business.
38. No catalogues, displays, price lists or other advertising matter form part of this contract unless expressly referred to in the terms herein. Interest on Late Payment 39. In the event of non-payment within 30 days of the date of invoice, or by the due date shown on the invoice, the Company shall be entitled to recover interest at the rate of 3% per month above the base rate for the time being of HSBC UK Bank Plc on outstanding indebtedness to the date of payment. If the customer fails to make any payment on the due date then without prejudice to any of the Company’s rights the Company may:-
a)Suspend or cancel deliveries of any goods due to the customer, and/or
b)Appropriate any payment made by the customer to such of the goods (of goods supplied under any other Contract with the customer) as the Company may in its sale discretion think fit.
40.If the goods are resold and the customer has not received the proceeds of any such sale, he will be called upon so to do by the Company, within seven days thereof assign to the Company all rights against the person or persons to whom he has supplied any produce or chattel made from or with the Company’s goods.
41.Until such a time as the customer becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.
42.Acceptance of goods from the Company shall be conclusive evidence before any Court or arbitrator that these terms apply.
Consumer
43.Nothing in these terms and conditions affects the Statutory rights of a customer who is dealing with the Company as a consumer.
Governing Laws
44.This quotation, order or contract as the case may be and all matters arising thereunder shall be construed according to and governed by the Laws of England.