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Terms & Conditions of Sale

1. Definitions

1.1 For the purpose of these conditions, the following expressions have the following meanings:

“Contract”
Means a contract between the Supplier and the Buyer which incorporates all conditions and provisions herein for the sale of Goods, and which is deemed to apply in the event of no formal execution of any documented agreement as created by the Supplier’s acceptance of the Buyer’s order;

“Supplier”
Means Adlib Audio Limited of Adlib House, Fleming Road, Speke, Liverpool including its employees, servants or authorised representatives;

“Buyer”
Means the means the individual, company or organisation entering into the Contract for the purchase of Goods with the Supplier;

“The Conditions”
Means the conditions herein contained relating to the sale of the Goods.

“ Goods”
Means the goods supplied hereunder in accordance with the order;

“ Order”
Means the order placed by the Buyer, based on the Supplier’s quotation or such other documentary acceptance by the Buyer of the Supplier’s quota-tion ;

“ Quotation”
Means the quotation provided by the Supplier to the Buyer;

“Liability”
Means liability for any and all damages, claims, proceedings, actions , awards , ex-penses , costs and any other losses and/or liabilities;

“Deposit”
Means the amount specified elsewhere, and as agreed in writing between the parties, which is paid in advance by the Buyer to the Supplier in relation to the Goods, which is to held as security by the Supplier , and is deductable from any subsequent payment by the Buyer at the sole discretion of the Supplier;

2. Basis of Contract

2.1 Quotations for and acceptance of all orders are subject to these conditions and shall govern the Contract to the exclusion of all other terms and conditions.

2.2 These conditions represent the entire agreement and understanding of the parties and supersede the Buyer’s own terms and conditions, any prior agreements, represen-tations or undertakings, and any pre-contractual statement or undertaking.

2.3 No addition to or variation from these terms and conditions shall have effect unless the same are expressly accepted by the Supplier in writing.

2.3.1 No officer, employee or agent of the Supplier (other than a Director of the Supplier) has authority to contract for the sale of Goods on any other terms, or to amend, vary or waive these terms, and such amendments must be made in writing prior to the place-ment of the Order.

3. Price

3.1The price for Goods will be as provided in the quotation, and confirmed to the Buyer in the Supplier’s invoice.

3.1.1 The price as quoted by the Supplier will remain valid for a period of thirty days from the date of quotation after which the Supplier may wish to re quote prior to entering into any Contract to supply Goods.

3.2 All prices quoted are, unless otherwise stated, exclusive of any applicable VAT, delivery charges , insurance, packing and all other duties, taxes or levies required to be paid under the contract for which the Buyer shall additionally be liable.

3.3 The amount of any Deposit for any Goods shall be as quoted by the Supplier to the Buyer as recorded and agreed in writing between the parties. Where a Deposit is re-quired it shall be paid at the time of placement of the order as acceptance of the Sup-plier’s quotation.

3.4 The price shall be payable prior to the date of the delivery of the Goods and as required by the Supplier. The time of payment shall be of the essence. In the event that payment is not made when due, the Supplier may:

3.4.1 Cancel any contract to supply the Goods or Services ;

3.4.2 Suspend deliveries of further Goods or supply of further Services to the Buyer;

3.4.3 Suspend any credit terms, in which case all sums payable to the Supplier from the Buyer for goods and or services supplied shall become due and payable immediately.

4. Payment

4.1 Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds for the full amount due. All amounts becoming due for payment shall be paid by the Buyer without any deduction, counterclaim or set off and/or any withholding of monies.

4.2 Where monthly credit terms have been agreed and confirmed in writing at the time of the order, the final date for payment will be the last working day of the month following the date of the invoice. Where no credit terms apply , the Suppliers invoices become due for payment upon placement of the order or such other documentary acceptance of the Supplier’s quotation, or if previously agreed in writing, immediately upon despatch of the Goods.

4.3 If the Buyer fails to make payment in full on the due date

4.3.1 It will be liable to the Supplier for interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or any revision thereto , or at the rate of 6% above the Supplier’s bank base lending rate, whichever is higher. The Supplier will also be entitled to recover from the Buyer compensation for all associated administrative and debt recovery costs

4.3.2 The Supplier may retake possession of the Goods, and is hereby granted licence to enter the Buyer’s premises where the Goods may reasonably be expected (or those of third parties with their consent) without prior notice for such purpose and may, if necessary, detach or remove the Goods from other goods or equipment. This will not affect any other right the Supplier may have against the Buyer.

5. Delivery

5.1 In any communication between the Supplier and the Buyer , any time of delivery stated by the Supplier shall be treated as an estimate only. The Supplier will use reason-able endeavours to fulfil delivery dates, provided that reasonable notice of such date is given by the Buyer, but gives no other undertaking as to the time or date of delivery.

5.2 The Buyer shall inspect and test the Goods immediately upon delivery and shall within 7 days after delivery give notice in writing to the Supplier of any respect in which he alleges that the Goods are not in accordance with the Contract. Without such notice by the Buyer the Goods shall be deemed to be accepted in every respect and in accor-dance with the Contract.

5.2.1 The Supplier will consider the repair or replacement of Goods damaged or lost in transit where delivery is made by the Supplier or the Supplier’s carrier providing written notice of such damage or loss is provided within 2 days of receipt of the Goods by the Buyer, provided also that the Buyer has within 14 days after the said notice caused the Goods (or part thereof) which are alleged to be damaged to be returned, at the Buyers expense, to the premises of the Supplier or such other place as the Supplier shall direct. Any damage not notified in accordance herewith shall not be covered by the Suppliers insurance and shall be at the risk of the Buyer.

5.3 Where the Supplier is responsible for delivery of the Goods, they shall be delivered to the Buyer at the place of delivery recorded on the Order, or if no such address is agreed and recorded between the parties , at the premises of the Buyer.

6. Risk and Property

6.1 Risk in the Goods shall immediately pass to the Buyer on their delivery.

6.2 Title in the Goods shall not pass to the Buyer until payment is received by the Sup-plier in full of the invoice and in accordance with clause 4 herein.

6.2.1 Until title has passed as aforesaid,

6.2.1.1 The Buyer shall store the Goods separately from any others in its possession and identify the Goods as the property of the Supplier and hold them as bailee for the Supplier.

6.3 In the event that the Buyer shall sell the Goods before title has passed it shall be deemed to have done so as the agent of the Supplier and shall hold the proceeds of sale on trust for the Supplier in a separate bank account specifically designated for this purpose, and the Buyer shall account to the Supplier for the whole of such proceeds.

6.3.1 The Supplier reserves the right to trace the proceeds of such sale received into any bank or other account which the Buyer maintains.

6.3.2 If the goods are sold the Supplier may by written demand require an assignment of the Buyer’s right to recover the price from any third party.

7. Termination

7.1 If the Buyer has a Bankruptcy Petition/Petition for Sequestration presented against it or the Buyer takes or suffers any similar action in any jurisdiction or; being a company, ceases or threatens to cease to carry on business, enters into volun-tary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attach-ment order/arrestment is made against the Buyer, any distress/diligence, execution or other legal process is levied on any property of the Buyer or the Buyer takes or suffers any similar action in any jurisdiction or; appears reasonably to the Supplier to be finan-cially inadequate to meet its obligations under the Contract then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 7.2 below.

7.2 Without prejudice to any other remedies the Supplier may have against the Buyer, the Supplier may terminate the contract on notice to the Buyer, and shall be entitled to take possession of all goods supplied and unpaid for, in accordance with clause 4 herein.

8. Limitations of Liability

8.1This clause shall apply to all claims by the Buyer against the Supplier irrespective of whether such claims arise in contract or in tort and whether or not the Supplier was negligent.

8.2 Subject to the conditions set out below, the Supplier warrants that the Goods will be free from defects in material and workmanship for a period of 12 months (or in the case of previously used or refurbished Goods, 3 months) from the date of delivery, and shall repair or replace any Goods which the Buyer proves to the satisfaction of the Supplier to be faulty in accordance with this condition. Provided the price of the Goods has been paid on or before the due date, the Supplier shall replace or repair the Goods (or part thereof) at its own expense and discretion, provided also that the Buyer has within 14 days after the said notice caused the Goods (or part thereof) which are alleged to be defective to be returned, at the Buyers expense, to the premises of the Supplier or such other place as the Supplier shall direct.

8.3 The warranty given in clause 8.2 is subject to the following conditions;

8.3.1 The Supplier shall be under no liability in respect of any defect in the goods arising from any specification of the Buyer provided in its order or any tender.

8.3.2 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s or manufacturer’s instructions, misuse , alteration or repair of the Goods without the Supplier’s written approval.

8.3.3 The Supplier shall be under no liability under the above warranty if the total price for the goods has not been paid by the due date for payment.

8.3.4 The above warranty does not extend to parts, materials or equipment not manu-factured by the Supplier, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee provided by the manufacturer thereof to the Supplier.

8.4 Except in respect of death or personal injury which is directly and wholly caused by the negligence of the Supplier or its employees in the performance of its or their duties under this Agreement (or implied under the Consumer Safety Act 1987) the Supplier shall not be liable to the Buyer by reason of any representation, implied warranty, condi-tion or other term or under the express terms of the contract for any consequential loss or damage (whether for loss of profit, business or otherwise), costs, expenses or other claims for consequential compensation whatsoever arising out of the supply of Goods and the Supplier’s liability for direct loss shall be limited to the value of the purchase price of the Goods.

8.5 Except in respect of death or personal injury which is directly and wholly caused by the negligence of the Supplier or its employees in the performance of its or their duties under this Agreement, the Buyer undertakes and agrees to indemnify and hold harmless the Supplier against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever caused or arising out of, connected with, or resulting from the Goods themselves or use of the Goods including without limitation of the manufacture, selection, delivery, possession, use, operation, return or any and all damages or injuries caused thereby to anyone whatsoever.

8.6 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are expressly excluded to the extent permitted by law.

9. Fitness for Purpose

9.1 The Supplier gives no warranty that the Goods are fit for the Buyers purpose or purposes. The Buyer warrants that he has satisfied himself that the Goods will be fit for every purpose for which he requires them and that he shall not rely on any skill or judgement of the Supplier in that regard.

9.1.2 The Buyer further warrants that:

(a) it is aware that the Goods are supplied for the purpose for which they were manufac-tured, and

(b) it has all the licences that are required for their use, and

(c) the Goods will be tested prior to use, and

(d) the Goods will only be used by suitably qualified and trained individuals, and

(e) the Goods will be regularly serviced, tested, certified and inspected by the Buyer and

(f) the Goods will not in any way be adapted or altered, and

(g) it will not give or imply any warranty to any person whom it may sell or let the Goods other than the foregoing and that it will notify that person of the requirements of the Supplier as to license, test, use, service, inspection, certification, and adaption as above. Nothing in this clause affects the Buyers rights under the Sale of Goods Act 1979.

10. Force Majeure

The Supplier shall be relieved of its obligations under this contract insofar as it is hin-dered in or prevented from performing them by any circumstances beyond its reason-able control ,including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind. The Supplier will not be liable for any loss or damage incurred whatsoever arising therefrom.

11. General

11.1 No relaxation of these terms or indulgence granted by the Supplier to the Buyer shall affect the Supplier’s rights hereunder and no waiver by the Supplier of any breach of this Contract or failure of the Supplier to insist on strict compliance with any terms, covenants, or conditions of this contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

11.2 All third party rights are excluded and no third parties shall have any rights to enforce the Contract.

12. Arbitration

All disputes or differences which shall at any time arise between the parties whether during the term of this contract or afterwards touching or concerning this contract or its construction or effect or the rights duties or liabilities of the parties under by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment of it for the time being in force.

13. Governing Law

This contract is given by and interpreted in accordance with English Law and the Buyer submits to the jurisdiction of the High Court of Justice in England, but the Supplier may enforce the contract in any Court of competent jurisdiction.