Terms & Conditions
Distributors of Bowed String Instruments & Accessories
STANDARD TERMS AND CONDITIONS
FOR SALE OF GOODS OF
The Sound Post Limited
In this document the following words shall have the following meanings:
1.1 “Customer” means the organisation or person who buys Goods from TSP;
1.2 “Goods” means the articles to be supplied to the Customer by TSP;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Price List” means the list of prices of the Goods maintained by TSP as amended regularly;
1.5 “TSP” means The Sound Post Limited of Mayflower Farm, New Road, Codford St Peter, Wiltshire, BA12 0NS. Registered in England No. 03100243.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by TSP to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by TSP in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by TSP.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the customer’s acceptance of these conditions.
3. PRICE AND PAYMENT
3.1 The price shall be that stipulated in the TSP’s published List Price current at the date of delivery of the goods, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Customer at the rates published on the current Price List.
3.2 Payment of the price and VAT and any other applicable costs shall become immediately due and payable to TSP unless an application for credit has been made by the Customer and accepted by TSP. If TSP agrees to give credit then payment in full shall be due and payable within 30 days of the date of receipt of the invoice supplied by TSP. The time of payment of the Price and VAT shall be of the essence.
3.3 TSP shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3% per annum above the Barclays Bank plc base rate and shall accrue at such rate after as well as before any judgement.
3.4 If payment of the price or any part thereof is not made by the due date, TSP shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
3.4.4 Claim all costs and expenses (including legal costs on the basis of a full indemnity) incurred in recovering or attempting to recover payment.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Customer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Customer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address of the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by TSP is an estimate only. Time for delivery shall not be of the essence of the contract.
6.3 If the Customer is unable to take delivery of the Goods for reasons beyond TSP’s control, then TSP shall be entitled to place the Goods in storage until such times as delivery may be affected and the Customer shall be liable for any expense associated with such storage.
6.4 The Customer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Customer must notify TSP of the damage within 48 hours of delivery and where possible, sign for the goods as damaged.
7. TITLE & RISK
Risk in the Goods shall pass to the Customer at the moment the Goods are dispatched from TSP`s premises. Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it.
8.1 Title in the Goods shall not pass to the Customer until TSP has been paid in full (in cash or cleared funds) for: (a)the goods; and (b)any goods or services that TSP has supplied to the customer in respect of which payment has become due.
8.2 Until title of the goods has passed to The Customer: (a) TSP and its agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the Goods or any part are stored, or upon which TSP reasonably believes them to be kept; (b)the Customer shall store or mark the Goods in a manner so that they remain immediately identifiable as the property of TSP; (c) the Customer shall insure the Goods to their full replacement value, and arrange for TSP to be noted on the policy of insurance as the loss payee.
9.1 The Customer shall be deemed to have accepted the goods 48 hours after delivery to the Customer unless agreed in writing with TSP.
9.2 After acceptance the Customer shall not be entitled to reject Goods. The Customer will be charged the full invoice price of such goods unless notice of rejection is given within 48 hours of delivery.
9.3 No Goods delivered to the Customer which are in accordance with the contract will be accepted for return without the prior approval of TSP. If TSP agrees to such return the Customer must telephone within 48 hours of delivery to obtain a return reference. The Customer will be charged for return carriage plus a handling charge of 10% of the invoice price.
10.1 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to TSP or not) are hereby excluded from the contract.
10.2 Except in respect of fraud or death or personal injury caused by TSP’s negligence or liability for defective products under The Consumer Protection Act 1987 the entire liability of TSP in connection to the contract shall not exceed the price of the Goods supplied.
10.3 TSP shall not be liable pursuant to the contract for any loss of profit or goodwill or from any type of indirect, incidental, special consequential or exemplary loss, damage costs or expenses.
11. LIMITATION OF LIABILITY
11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, TSP shall be liable for all loss or damage suffered by the Customer but in an amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of TSP for death or personal injury as a result of TSP’s negligence or that of its employees or agents.
12. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of TSP, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in TSP by the execution of appropriate instruments or the making of agreements with third parties.
13. FORCE MAJEURE
TSP shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of Goods from the source of supply, and TSP shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as TSP considers unreasonable, it may, without liability on its part, terminate the contract.
14. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
15. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Customer and TSP for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of TSP.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
TM. Primavera is a registered trade mark