In these terms:
“we”, “us” or “our” refers, as appropriate, to Pro Audio Parts.
1. BASIS OF THE SALE
1.1 All Goods are sold subject to our prior approval of the Customer’s credit and to the following terms and Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any tender is accepted or purported to be accepted, or any order is made or purported to be made by the Customer. No variation of these terms shall be binding unless agreed in writing by us.
1.2 Our quotation shall be deemed to be an invitation to the Customer to make an offer to purchase the Goods subject to the Conditions and such offer by the Customer shall not constitute a valid Contract until accepted in writing by us. Our quotation shall automatically lapse after 30 days of the date of the quotation.
2. GOODS
2.1 In entering into the Contract the Customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Contract for any representations concerning the goods which are not confirmed in writing (unless such representations were fraudulently made).
2.2 Normal manufacturers warranty applies to all new products supplied. Please note that such warranties may be limited in duration in respect of any second-hand or ex-demo Goods supplied.
2.3 We reserve the right to change specifications of goods offered for sale or supplied without prior notice where such changes are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to our specification, which do not materially affect their quality or performance.
3. DELIVERY
3.1 All items are fully insured for purposes of delivery. Please check your package when it is received, and if it is damaged in any way you must mark DAMAGED on the delivery receipt before signing for the goods. If you sign for the package(s) the delivery company will assume your package(s) have been delivered in good condition and in signing you are confirming this.
3.2 Any periods or times stated for delivery or for compliance with any other contractual obligation on our part (“Estimated Times”) are estimates only. We shall not be responsible for loss, direct or indirect, or damage resulting from delay or failure to notify the Customer of any delay, howsoever caused. Changed specifications or instructions may result in changes to Estimated Times. Time of delivery shall not be of the essence.
3.3.1 store the Goods until actual delivery and charge the Customer for the costs (including insurance) of storage; or
3.3.2 sell the Goods at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Customer for the excess over sums owing by the Customer or charge the Customer for any shortfall.
3.4 Goods will only be sent to the cardholder’s address which will be verified by the card company before dispatch.
4. PRICES AND PAYMENT
4.1. All prices are quoted subject to acceptance within any period specified and to any increase which may occur as a result of factors falling outside of our control. Where no price has been quoted, the price shall be that listed in our price list current at the date of our acceptance of the Customer’s order. We reserve the right to change listed prices without prior notice.
4.2 VAT and any other duties or taxes where applicable will be added to all invoices at the rate ruling at the date of dispatch. All prices shown are in UK Pounds Sterling and include VAT but exclude costs of carriage. Please call us to discuss the costs and method of carriage.
4.3 The Customer shall pay the invoices rendered without any deduction or set off. We may recover the price notwithstanding that delivery may not have taken place and property in the Goods has not passed to the Customer. The time of payment shall be of the essence.
4.4 Please make cheques and Direct Bank Transfers payable to Pro Audio Parts. We accept cash, Cheque, most major credit and debit cards and Direct Transfers to our Bank Account. Credit card transactions via phone or letter will require both the card number and expiry date.
4.5 A Surcharge of 2.5 % will be added to all orders being paid by credit card under the value of £250 UK Pounds. The 2.5 % surcharge does not apply to the following debit cards: visa delta, electron, switch or solo.
4.6 Payment shall either be made in full prior to despatch of the Goods or the Goods shall be accepted Cash on Delivery unless the Customer has a credit account with us. If the Customer has a credit account with us, payment shall be made on the date on which we issue our invoice (the “Invoice Date”). In the event that the invoice is not paid by the Customer within 30 days form the Invoice Date then we shall be entitled to charge interest on late payments at a rate equivalent to the rate prevailing at the Invoice Date as prescribed by the Secretary of State pursuant to section 6 of The Late Payment of Commercial Debts Act 1998.
5. ACCEPTANCE / RETURN OF GOODS
5.1 The Customer shall inspect the Goods on delivery and unless the Customer notifies any defects in writing within 3 days of delivery shall be deemed to have accepted them. After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the Contract. In no event shall the Customer be entitled to reject the Goods on the basis of any defect or failure, which is so slight that it would be unreasonable for the Customer to reject the Goods.
5.2 Subject to clause 8, any Goods returned to us without prior consent will not be accepted by us and will be returned to the Customer freight collect. We shall specifically not accept the Goods unless it includes the original packaging, together with all documentation, manuals, all media and cables etc. as supplied at the time of delivery.
5.3 Goods covered by manufacturer’s warranty must be returned to our services department at the Customer’s cost. We will bear the cost of next day return carriage within the UK mainland when the faulty item has been repaired or replaced by the manufacturer. Any special delivery requirements must be specified prior to return of goods and be paid for by the Customer.
6. RETENTION OF TITLE AND RISK
6.1 The risk in the goods shall pass to the Customer on despatch. At that moment, the Customer shall become responsible for the care and protection of the goods and shall take out at its own expense adequate and comprehensive all risks cover on the goods (with a note of our interest endorsed therein until we have received payment of the price in full).
6.2 Notwithstanding delivery and the passing of risk in the goods, title in the goods (including full legal and beneficial ownership) shall not pass to the Customer until we have received (in cash or cleared funds) payment in full for all Goods supplied by us to the Customer under all contracts between us. Payment of the full price for the Goods shall include the amount of any interest or other sums payable under contracts between us and the Customer.
6.3 Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as our fiduciary agent and bailee, and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as our property. Until that time the Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to us for the proceeds of the sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.4 Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold) we shall be entitled at any time to require the Customer to deliver up the Goods to us and, if the Customer fails to do so forthwith, to enter upon any premises or vehicles of the Customer or any third party where the goods are stored and repossess the goods.
6.5 The Customer shall not be entitled to pledge or in any way charge by way of security for an indebtedness any of the goods which remain our property.
7. TERMINATION
7.1 We shall have the right immediately to terminate, or suspend any further deliveries under, the Contract or any other contract with the Customer without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
7.1.1 the Customer fails to make any payment when due or breaches any provision of the Contract
7.1.2 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or we reasonably apprehend that any of these events is about to occur in relation to the Customer.
7.2 The right of termination given by clause 7.1 shall be without prejudice to any other right or remedy of either party in respect of any breach committed under the terms of this Agreement.
8. RIGHT OF CANCELLATION
8.1 Where the contract for the provision of Goods has not been concluded in a manner involving direct physical communication with us, the Customer may have a right to cancel the contract for a limited period. Such right of cancellation expires at the end of seven working days after the date of receipt of the Goods.
8.2 Any notice of cancellation must be given in writing, clearly indicate the Customer’s intention to cancel, and be deposited at, or sent, by post, fax or e-mail, to the address shown above.
8.3 Carriage, in respect of returning the Goods, must be arranged, and paid for, by the Customer.
8.4 Except where we have substituted goods for those ordered from us pursuant to clause 2.3 above, we may make a charge in respect of any costs we incur in arranging the return of the Goods to us, or in respect of the costs we are charged by any carrier who delivers the Goods to us at our cost at the Customer’s request.
8.5 No right of cancellation exists where we have made the Goods to the specification of the Customer, or where such Goods have been personalised at the request of the Customer.
9. LIABILITY
9.1 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part. We endeavour to ensure that the information on this web site is correct. However, we accept no liability for the accuracy or otherwise of the information contained on this or any website connected or linked in any way to this site.
9.2 We shall not be liable, whether in contract, tort, or negligence, for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of the Customer incurring the same. In any event, our entire liability shall be limited to damages of an amount equal to the price of the goods. We do not attempt to limit liability for personal injury or death caused by our negligence or the negligence of our employees or agents.
9.3 Subject to the provisions of the Unfair Contract Terms Act 1977, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.5 We shall (1) in any event not be liable for loss or damage and (2) be entitled to cancel or rescind the contract if the performance of our obligations under the contract is in any way adversely affected by any cause whatsoever beyond our control including (but not limited to) the delays or default of any sub-contractor, war, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour.
9.6 No delay or failure on our part in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by us of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by us shall be effective unless in writing.
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