1. Definitions
Company : means Sonic Systems Limited of Bakers Farm Barns ,Puckington Ilminster Somerset TA19 9JA UK
Customer: the person or firm who purchases the Goods and/or Services from the Company;
Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.
Goods : the items which the Customer agrees to buy from the Company as set out in the purchase order.
Price : the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event: has the meaning set out in clause 11.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Company and the Customer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Company’s standard conditions of purchase or any other conditions which the Customer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Company to purchase Goods from the Customer pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Managing Director the Company.
2.5 These Conditions represent the whole of the agreement between the Company and the Customer. They supersede any other conditions previously issued.
3. Price
3.1 The price for Goods shall be the price set out in the Company's quotation [and/or Acceptance Notice]. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
3.2 The charges for Services shall be on a time and materials basis as set out in Company's quotation [and/or Acceptance Notice]. The Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
3.3 The Company reserves the right to increase the price of the Goods and/or
Services,by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to the Company that is due to:
3.4 any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.5 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
3.6 any delay caused by any instructions of the Customer in respect of the Goods or Specification or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods or Specification.
3.7 In respect of Goods, the Company shall invoice the Customer on or at any time after despatch. In respect of Services, the Company shall invoice the Customer on completion of each particular Services to which the invoice relates.
3.8 All prices quoted are subject to VAT at the prevailing standard rate. The Price shall be the price quoted on the Company’s confirmation of order.
4. Payment
4.1 Subject to any specific payment terms set out in the [Company’s written quotation or] Acceptance Notice, payment of account is to be received by the Company within 30 days from the date of each and every invoice. If any sum payable is not paid when due, that sum will bear interest from the due date until payment is made in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Company will be entitled to suspend delivery of Goods and/or the provision of Services of subsequent contracts and revise any agreed discounts until the outstanding amount has been received. Time for payment shall be of the essence of the Contract.
4.2 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
4.3 In the event of a reissued invoice the due date of the amount due under the new invoice will remain as the due date stated or implied on the original invoice.
5. Goods
5.1 The Goods are described in the Order Acknowledgement.
5.2 The Company reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. Warranties
6.1 The Company warrants that for a period of 12 months commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
6.1.3 be fit for any purpose held out by the Company.
6.2 The Company does not warrant the Goods if it is considered that they have been subject to misuse.
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Customer’s address. The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.
7.2 The Company undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Company shall not be liable to the Customer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Customer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
7.4 If the Customer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Customer shall be deemed to have accepted the Goods 5 days after delivery to the Customer.
8.2 The Customer shall carry out a thorough inspection of the Goods within 14 days and give notice in writing to the Company after discovering that some or all of the goods do not comply with the Warranty above, the Customer must return the Goods to the Company at the Customer’s cost and the Company shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Customer has accepted, or has been deemed to have accepted, the Goods the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and Risk
9.1 Risk shall pass on delivery of the Goods to the Customer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
9.4 The Company may at any time before title passes and without any liability to the Customer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
9.5 The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
10. Carriage of Goods
Carriage will be chargeable on all sales.
11. Force Majeure
The Company will not be liable to the customer for any failure or delay in delivery of the Goods or provision of the Services if it is due to any event beyond the reasonable control of the Company, including strikes, lock-outs or other industrial disputes (whether involving the Company's workforce or not), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors (an Event of Force Majeure). The Company will be entitled to a reasonable extension of time for performing such obligations and shall not be liable for any loss or damage occasioned to the Customer thereby.
12 Non-Delivery
In the event of non-arrival of goods, the Customer must inform the Company within 14 days of the date of the invoice or advice of despatch, otherwise no claim can be considered.
13. Limitation of Liability:
13.1Nothing in these Conditions shall limit or exclude the Company's liability for:
31.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
13.1.4 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 12.1:
13.2.1 the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
13.2.2 the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 120% of the contract of the amount paid by the Customer for the Goods and/or Services that are the subject of the Contract.
13.2.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
13.2.4 This clause 12 shall survive termination of the Contract.
14. Cancellation of Orders
The Company will use reasonable endeavours to meet Customers' individual requirements but the Company shall be under no obligation to accept cancellation or amendment to any Contract or any part of a Contract. Where such cancellation or amendment to a Contract is agreed by the Company, it is on the understanding that a cancellation or amendment charge may be levied.
15. General
15.1 Notices.
15.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail.
15.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
15.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
15.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
15.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
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