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1. GENERAL
- The Company means Sounds Good Ltd. whose registered office is
at:
12 Chiltern Enterprise Centre,
Station Road,
Theale,
Berkshire,
RG7 4AA
- The Customer means the person, firm or Company set out below.
- The Master means any goods or articles whatsoever (including
copyright works) supplied to the Company by the Customer for copying
or adaptation.
- These terms and conditions shall apply to the acceptance of
any order by the Company.
- No variation of these Terms and Conditions shall be effective
unless made in writing and signed by an authorized officer or
employee of the Company. At the request of the Customer the Company
will verify whether any named individual has the requisite authority.
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2. DELIVERY
- Delivery dates are approximate only and not of contractual effect.
The Company shall not have any liability for loss or damage (including
loss of profits and consequential loss) to the customer in respect
of any failure to deliver on any particular date. Where delivery
is delayed otherwise than due to default by the Company the Customer
shall pay all costs and expenses occasioned thereby, including
a reasonable charge for storage. All storage is at the Customer’s
risk.
- Goods for delivery outside Great Britain are sold F.O.B. British
Port or Airport and the Customer shall be responsible for obtaining
and paying for all necessary imports and other authorizations.
- The goods shall be at the Customer’s risk from the time of delivery
or, if transport has been arranged by the Customer, from the time
they are delivered to the carrier for transport to the Customer.
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3. RETENTION OF TITLE
Property in all goods to be delivered
by the Company to the Customer (including Masters to be returned
to the Customer) shall remain
vested in the Company until payment due under all contracts between
the Company and the Customer has been made in full. Further, should
the Customer alter the goods by subjecting them to any manufacturing
process or incorporating them into another product or mixing them
in any way then the resulting product will pass into the ownership
of the Company until payment due under all contracts between the
Company and the Customer has been made in full.
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4. PRICE
- All prices quoted by the Company are exclusive of Value Added
Tax.
- Any cost or loss caused to the Company by the Customer’s neglect
or default or lack of instructions shall be paid by the Customer
in addition to the contract price.
- The prices at which goods are sold are the respective prices
listed in the Company’s price lists in force at the date of acceptance
of the Customer’s order but such prices do not include any charge
for handling and delivering goods which may be made by the Company.
The Company reserves the right to vary any contract price at any
time to take account of any increase in the cost price of goods,
in the alteration made in specification upon which the contract
is based, any costs for waiting time or other expenses incurred
by the Company as a result of matters beyond its control, special
deliveries or part deliveries or any other variation in the original
order made at request of the Customer, and any extra cost borne
by the Company made as a result of any Government legislation,
EEC Regulation or the effects of devaluation or fluctuation in
the exchange currency rates.
- Where a specific quotation is qiven by the Company for work
to be exclusively undertaken during a given period which is lower
than the Companies general published rate and the Customer subsequently
cancels the contract for whatever reason or places work elsewhere
the Company shall be entitled to charge the Customer the difference
between the quoted price and the published rate for all the work
undertaken during the period to which the quotation applied.
- Unless expressly agreed in writing by the Company accounts are
due and payable in full on receipt of the invoice in respect thereof,
and all outstanding sums shall carry interest at the rate of 2%
per month
- QUANTITY DELIVERED The Company reserves the right to
invoice for quantities of goods delivered within a tolerance of
plus or minus 10% of the total quantity per title ordered by the
Customer and
to adjust the invoice accordingly.
- All payments by credit card are subject to a 2.5% surcharge.
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5. REJECTION
If any of the goods or packages containing
the same, do not comply with the order or with any terms of these
conditions (including, for the avoidance of doubt the implied
conditions) the Customer shall be entitled to reject those goods
or any part of them by Notice within 5 days after delivery thereof.
In any such case, Notice of Claim must be given to the Company
within 5 days of delivery. If the Customer fails to comply with
this requirement he shall have no claim against the Company and
shall pay for the goods accordingly. No claim for rejection can
be made where the defect in the supplied goods or services would
not in the opinion of Company substantially affect the merchantable
quality of the goods or the purpose for which the goods are intended.
Variations in print quality and colour match cannot be a cited
as a reason for rejection unless the Customer agrees with the
Company in advance and in writing the standard of print to be
supplied and any such agreement will only apply to one specific
job or jobs specified in writing.
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6. LIABILITY
To the extent that this exclusion
is permitted by Law the Company shall not be liable in any circumstances
whatsoever for any direct or indirect loss or damage to property
(including the Master, Plates, Film-sets or Artworks) incurred
or suffered by the Customer or any other person as a result of
any negligence or fault or defect in goods or services provided
by the Company and in no circumstances shall the Company be liable
for any consequential loss or loss of profits suffered as a result
of any such fault or defect. Further, the Company’s liability
whether in respect of one claim or other aggregate of claims by
the Customer shall not exceed the price payable by the Customer
under the contract (which the Customer hereby agrees is a reasonable
pre-estimate of his anticipated loss).
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7. MASTERING, PLATES, FILM & ARTWORK
Any production masters (including bin
loop masters) and printing plates, films or artworks made by the
Company shall remain the property of the Company and any charges
relating are for the time and expertise in creating them. The
Company reserves the right to dispose of the same and any supplied
printed paper parts without reference to the Customer if they
remain unused for longer than twelve months.
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8. CANCELLATION & TERMINATION
- Orders accepted by the Company may be cancelled only with the
written consent of the Company, such consent to be in the Company’s
absolute discretion and then only upon payment of all reasonable
cancellation charges which shall include expenses incurred by
the Company.
- If the Customer is adjudicated insolvent or commits any act
of bankruptcy or compounds or makes any arrangements with creditors
or proceedings are commenced or petition presented for the liquidation
of the Customer or if a receiver or manager is appointed of all
or any part of its assets or undertaking the Company shall be
entitled to cancel the contract in whole or in part by notice
in writing without prejudice to any right or remedy accrued or
accruing to the Company.
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9. FORCE MAJEUR
The Company shall be under no liability
whatsoever for any delay, loss or damage caused wholly or in part
by any act, matter or anything beyond the Company’s reasonable
control.
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10. GOVERNING LAW
All orders accepted by the Company
and any dispute or litigation arising therefrom shall be governed
by English Law and be subject exclusively to the jurisdiction
of the English Courts.
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11. NOTICES
Notices shall be given by either party
by letter sent by facsimile transmission or by first class post
and addressed to the other party at its principal place of business
or last known address or (in the case of a Company) current registered
office. Any such notice shall be deemed to have been received
on the date of dispatch in the case of facsimile transmission,
and on the second working day after posting if sent by post.
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12. CONSENTS
The Customer hereby confirms and warrants
that he has obtained the consent of the owners of all rights (including
musical, artistic and other copyright and performing rights) in
and attaching to the Masters or Artworks required for the carrying
out of the contract by the Company.
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