Terms and Conditions
1. Definitions In these conditions: “Buyer” means: the person whose order for the provision of Goods is received by the Seller. “Goods” means: the goods which the Seller is to provide in accordance with these Conditions. “Seller” means: Community UK Limited – T/A CUK Audio. “Conditions” mean: the standard terms and conditions set out in this document and includes any special terms and conditions agreed in Writing between the Buyer and the Seller. “Contract” means: the contract for the provision of Goods by the Seller to the Buyer in accordance with these Conditions. “Writing” includes: telex, cable, facsimile transmission and any comparable means of communication.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. Formation of the Contract There shall be no binding contract between the Seller and the Buyer until the Buyer’s order is accepted by the Seller. All orders which are accepted are subject to these conditions of sale which shall apply to the exclusion of all other terms. Any purported variation, alteration or addition to these Conditions is inapplicable unless accepted by the Seller in writing.
3. Orders All orders are accepted for execution at prices current at date of order. Orders sent in confirmation of telephoned instructions should be clearly marked “CONFIRMATION” otherwise the Seller will accept no responsibility for duplication of dispatch. In the event of such duplication, orders will be accepted back for credit, provided all product packing remains unopened and goods are received by the Seller in “as new” condition, but will be subject to a standard returned goods handling charge of 15%. A higher charge may be made if product packaging is opened or products were specifically imported or manufactured to fulfil the Buyers order.
4. Order Amendments The Buyer may not amend orders accepted by the Seller. Any amendments of an order will only be accepted on written agreement with the Seller, the terms of which will indemnify the Seller against any expense incurred.
5. Cancellations Cancellation of an order may be accepted or refused at the discretion of the Seller and any such acceptance shall be subject to payment by the Buyer of a cancellation charge. All requests regarding cancellation must be in writing.
6. Price Unless otherwise agreed, the price of the goods shall be that given in the Sellers current price list at the date of the Sellers invoice. The Seller shall be entitled to amend it’s price list at any time. Unless otherwise agreed, prices quoted by the Seller are exclusive of delivery charges and are exclusive of Value Added Tax.
7. Payment Unless otherwise agreed, payment shall be made no later than 30 days after the date of the Sellers invoice (“the due date”). Without prejudice to the Sellers other rights, the Seller reserves the right to charge interest to be added to any late payment from the due date for payment at the rate of 5% above the base rate from time to time of the Bank of England until payment has been received.
The Seller reserves the right to deliver the Goods in one or more consignments, and the Seller shall be at liberty to issue separate invoices or request payment for each separate consignment, and in the event of non-payment in accordance with these Conditions the Seller shall not be bound to deliver any further Goods to the Buyer pursuant to any contract agreement or arrangement with the Buyer.
8. Delivery Times quoted for delivery are estimates only and are not guaranteed. Time is not of the essence to delivery. Without prejudice to the foregoing the Seller shall not be liable to the Buyer for any loss, loss of profit, damage, or expense whatsoever if the Seller is delayed or prevented from delivering the Goods or any part thereof or otherwise performing it’s contractual obligations due to any event or cause whatsoever beyond the reasonable control of the Seller.
Where Goods are delivered in more than one consignment each consignment shall be deemed to be sold under a separate contract and any failure on the part of the Seller in the delivering of a particular consignment shall not entitle the Buyer to repudiate the Contract with regard to the consignments remaining deliverable or withhold payment for any of the Goods delivered.
9. Risk The risk in the goods shall pass to the Buyer on delivery of the same to the Buyer or it’s representative or on collection of the same by or on behalf of the Buyer.
10. Damage to Goods The goods must be examined by the Buyer at the time of delivery or collection and signed for. Any loss or damage to the goods or any part thereof must be noted against signature and must be notified in writing to the Seller within 24 hours of delivery or collection and any damaged Goods must be retained for inspection by the Seller or it’s carrier. If the Buyer shall fail to give notice the said Goods shall be seemed be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly. If the Seller has agreed to deliver the Goods to the Buyer at a place other than the Buyer’s premises and the goods or any part thereof are lost or damaged in transit the Seller shall (subject to the Buyer having complied with it’s above obligations) either issue the Buyer with a credit note in respect or of replace free of charge the Goods lost or damaged.
The Buyer shall accept such credit note or replacement in full and final settlement and satisfaction of any and all claims, which it may have against the Seller in respect of any Goods lost or damaged in transit and the Seller shall not be liable to the Buyer for any loss, loss of profit, damage or expense whatsoever arising from any loss or damage to the Goods or any part thereof in transit.
11. Returned Goods When returning Goods from loan or for credit, a discretionary re-stocking charge of 15-40% may be charged. The charge will vary according to the state and condition or the returned Goods and their packaging. Where goods are alleged to not be in conformance with the published specification, full details must be given in writing. If the Goods are in poor condition or without original packaging the Seller has the right not to accept the return. If goods returned in a satisfactory condition the Buyer shall receive a credit note to the value of the original invoice, minus any discretionary re-stocking charge. It is not the policy of the Seller to issue refunds.
12. Specifications of Products Whilst specifications are believed to be correct at time of going to press, all products and product ranges are subject to the manufacturer’s policies of “continuous improvement” and are liable to alteration without notice.
The Seller reserves the right, without notice to the Buyer, to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or where such changes do not materially affect the quality or performance or where such changes are as a result of change in specification by the Seller’s supplier. Dimensions and other physical characteristics are subject to normal commercial tolerances.
The Contract may not be cancelled by the Buyer once formed except with the agreement in Writing of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges (including legal costs) and expenses incurred by the Seller as a result of the cancellation.
13. Property The goods shall be and thereafter remain at the Buyers risk from the time of delivery to the Buyers nominated delivery address by the Seller or the Sellers nominated courier / freight agent. The property in the goods shall not pass to the Buyer until the Seller has received payment in accordance with the following conditions:
In all cases, the legal and equitable property in the goods (however delivered) shall pass only on completion of payment in full by the Buyer of the price of the goods.
Until the property in the goods passes to the Buyer in accordance with the foregoing provisions, the Buyer will hold the goods in a fiduciary capacity on trust for the Seller and will keep such goods separate and identifiable as the Sellers property. At any time after the price for the goods has become due but remains unpaid, the Seller may elect to rescind the contract and/or to recover any of the goods which are still the Sellers property and may enter into any premises where such goods may be for the purpose of effecting such recovery. Such price will be deemed immediately due if the Buyer commits an act of bankruptcy, calls a meeting (formal or informal) of his creditors or has a Receiver appointed of his assets, undertaking or income or any part thereof or if a resolution is passed or a petition is presented to wind up the Buyer.
Where the goods are re-sold by the Buyer and at the time of such re-sale the legal and equitable title in the goods has not passed to the Buyer then the proceeds of such re-sale will be held by the Buyer in a fiduciary capacity on trust for the Seller and the Buyer will account to the Seller for the same to the extent necessary to pay the price of the goods.
14. Name change The Seller must be informed within 7 days of any intended change to your company name and / or trading title.
15. Sellers Remedies No relaxation, forbearance or delay by the Seller in enforcing any right as remedy which it may have shall prejudice, affect or restrict the rights of the Seller here under.
16. Proper use of Goods The Buyer undertakes to use the Goods at all times in accordance with the instructions and methods (if any) and/or for the purposes recommended by the Seller. Subject to the Buyer complying with the above undertaking if the Goods prove to be defective through no fault of the Buyer the Seller shall at its discretion either repair the defect in the Goods or replace the Goods free of charge (by the negligence of the Seller) whether in contract or tort (including negligence) or otherwise and arising from any defect in the Goods or any part thereof.
17. Limit of Sellers Liability Whenever the Seller is requested to provide advice or material regarding the design or installation of the equipment is supplies, such advice of material is untended and provided for information purposes only. The advice or material is only intended to familiarise the user with the various options for design, coverage, and installation. The user expressly agrees that the Seller shall not be liable for any damages, whether in tort, contract, strict liability of otherwise consequential, incidental or otherwise to person or property as a result, directly or indirectly, of the use of any advice or material. The user of any advice or material provided by the Seller assumes risk and liability for the use thereof.
Without limitation to the above, the Seller does not accept liability of responsibility for the performance of any manufacturer, design, method use, material or technique employed by the Sellers employees, acoustic designers ,and/or installation company. All advice, information or material is subject to field verifications and environmental conditions for which the Seller is not responsible. All advice, information, or material given is offered on the assumption that common, standard, legally required or recommended practices for installation used in the construction / integration trades is applied to all phases of the user’s project.
Actual assembly or configuration must be performed only by persons with knowledge of mechanical trades and rigging, where applicable.
All Goods are sold on the express understanding that repair or replacement is accepted by the Buyer in full and final settlement of all and any conditions and warranties (except a warranty by the Seller that it has the right to sell the Goods) and of all and any claims whatsoever on the part of the Buyer (excepting only a claim in respect of death or personal injury caused by the negligence of the Seller) whether in contract or tort (including negligence) or otherwise and arising from any defect in the Goods or any part thereof.
18. Governing Law and Jurisdiction All contracts incorporating these Conditions of Sale shall be governed by and constructed in accordance with the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.