Terms and Conditions
Terms and Conditions UK Supply– Astral Sound and Light July 2012
“Company” means Astral Sound and Light, Building 6 Unit 13 The Mews Mitcheldean Glos GL17 0SL
“Conditions” means these terms and conditions.
“Contract” means any contract between the Company and the Customer for the sale and purchase of Supplies.
“Customer” means the person(s) or company whose order for Supplies is accepted by the Company.
“Goods” means any goods supplied or to be supplied by the Company to the Customer.
“Services” means any services supplied or to be supplied by the Company to the Customer.
“Supplies” means any Goods or Services.
“in writing” includes electronic communications.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer’s standard terms and conditions. If there is any conflict between the provisions of the order and these Conditions these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a partner of the Company.
Prices for Supplies are in £ sterling, exclusive of VAT, which will be added at the time of despatch. The Company has used all reasonable endeavours to ensure that the prices for the Supplies applicable as at the date of issue of these Conditions are accurate but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time of despatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 60 days or more, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.
The Company requires payment in advance in relation to any order. Variations to this are only valid if in writing from a Partner of the Company. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
i. cancel the order or suspend any further deliveries or performance;
ii. appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
iii. charge interest (both before and after any judgement) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment is made in full.
If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer statutory compensation in accordance with the Late Payment of Commercial Debts Regulations 2002. The statutory compensation shall become payable immediately that legal action is commenced, whether demanded or not and may be claimed within the legal action.
The Company reserves the right where a customer pays for an order in advance, to hold back delivery of goods pending confirmation of cleared funds in the Company’s bank account. The Company will endeavour to communicate this to the Customer.
The Company does not run credit accounts
All goods and services are to be paid for at time of order
Variations to this are only valid if in writing from a partner of the Company
The Company reserves the right to decline to trade with any company or person or to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a valid landline phone number or the prior receipt of cleared funds by the Company) where the Company considers it reasonably necessary for security or fraud prevention purposes.
Once accepted, no order may be cancelled without the prior written agreement of a partner of the Company.
Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
Save as set out below, the Company will use all reasonable endeavours to despatch Goods ordered before 2pm Monday to Friday on the same day. The Company reserves the right generally to change its policy on charges for delivery (including imposing charges on orders not yet placed and accepted by the Company) at any time and to pass on any fuel surcharges imposed on it. The Company reserves the right to levy a delivery and/or handling charge in the amount notified to the Customer prior to despatch for delivery of heavy or bulky items. For urgent deliveries the Company offers a special next day delivery service, this will be quoted on request
Delivery will be made to the address specified by the Customer, subject to any Conditions imposed by Debit or Credit card issuing banks such as deliveries only to card registered address. These conditions will always take priority
The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence.
The Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment has been received in cleared funds in full. Where despatch is delayed for such reasons the Company will use reasonable endeavours to inform the Customer.
Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out under “Warranty/Guarantee” below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 5 days of such date. The Company does not write software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used.
The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 5 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to “Liability”(i) below, any liability of the Company for non-delivery or non performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
Except as detailed in Distance Selling Regulations condition below, no order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Customer must obtain a returns authorisation number from the Company prior to returning the Goods. Goods must then be returned, at the Customer’s risk and expense, for receipt by the Company within 7 days of their delivery by the Company and must be undamaged, in re-saleable condition and in original packaging (which shall include any of the Company’s outer packaging). The Customer should return the Goods to Astral Sound and Light, Building 6 Unit 13, The Mews Mitcheldean Glos GL17 0SL, quoting the Senders name address and contact number and order number if any. A copy of any receipt/invoice should also be enclosed. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
Certain Goods are excluded from this right of return, including software, CD/DVD, Opened fluid bottles, Specially ordered in items, manuals which have been opened and specially constructed items. Goods returned after 7 days as ‘unwanted’ or ‘incorrectly ordered’ may be accepted solely at the discretion of the Company but will be subject to a restocking fee of 30% of the invoice value of the Goods.
Goods that consist of software, are specially constructed or contain any of the hazardous substances referred to in the Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment may not be returned under this Condition. Any Goods which are non-stock items may not be returned under this Condition Any static-sensitive Goods supplied in sealed packaging may not be returned if the blister or ‘peel’ packs in which they are supplied have been opened, tampered with or damaged.
Distance selling regulations
If the Customer is buying as a ‘consumer’, as defined in The Consumer Protection (Distance Selling) Regulations 2000, the Customer may, provided the Customer has taken reasonable care of the Goods and returns the Goods complete, undamaged, in re-saleable condition and in their original packaging (including the Company’s outer packaging), return the Goods and be repaid the price paid in respect of them within seven working days (not including weekends or bank holidays) after the day on which they receive the goods. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 7 day period to “ Astral Sound and Light Building 6 Unit 13 The Mews Mitcheldean Glos GL17 0SL “ quoting the Customer’s address, any order numbers and telephone numbers. Goods should be returned first class with proof of posting or by next day courier if more applicable, and the Customer is responsible for the payment of all postage or courier costs. In respect of certain Goods the Company may prefer to arrange collection itself and, if requested, the Customer will allow the Company to collect the Goods and assist in the arrangements for the Goods’ collection. All reasonable costs of collection will be borne by the Customer. The Customer is responsible for the care and custody of the Goods pending return or collection. Following receipt of Goods which comply with this Condition, the Company will refund to the Customer the price paid in respect of the Goods only. This Condition shall not apply to software that has been unsealed by the Customer.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details, including any statements as to compliance with legislation or regulation (together, “Descriptions”) wherever they appear (including without limitation in this Catalogue, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Descriptions of any Goods differ from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
Without prejudice to this condition, Customers are recommended to check the Company’s or the Manufacturer’s website for the latest Descriptions of the Goods, in particular (but without limitation) with regard to statements regarding RoHS.
Risk and ownership
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises. Astral Sound and Light partners retain Ownership of the Goods until paid in full. Ownership shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a partner of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a partner of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a partner of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Condition “Liability” the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 14 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
Not all Goods are supplied with a manufacturer’s or Company guarantee and guarantees which may be provided by manufacturers will vary in duration. It is the Customer’s responsibility to check at the time of purchase as to the applicability of the Company’s guarantee and/or the terms of any manufacturer’s guarantee. Where the Company’s guarantee is provided, the Company will, free of charge, repair or, at the Company’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. If the Goods are found by the Company not to be damaged or defective then the Company will be entitled to return the Goods to the Customer at the Customer's sole expense. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error. This obligation will not apply:
• if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
• because the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods;
• if the Customer has failed to notify the Company of any defect where the defect should have been reasonably apparent on reasonable inspection; or
• if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired under this Condition 15 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
This Condition is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
(i) The Company does not exclude its liability to the Customer:
• For breach of the Company’s obligations under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;
• For personal injury or death arising as a result of the Company’s negligence;
• Under section 2(3) Consumer Protection Act 1987;
• For breach of the statutory implied conditions in sections 13,14 and 15 of the Sale of Goods Act 1979 where the Customer deals as a ‘consumer’ as defined in the Unfair Contract Terms Act 1997;
• For any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or
• For fraud, including fraudulent misrepresentation
And nothing in these Conditions shall affect the statutory rights of a Customer who deals as a consumer as defined in the Unfair Contracts Terms Act 1997
(ii) Except as provided in Condition Inspection, defects on delivery and non-delivery, Performance and fitness for purpose, Warranty and Guarantee and this Condition above, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
• Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company’s employees, agents or sub-contractors; • Any breach by the Company of any of the express or implied terms of the Contract;
• Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
• Any acts or omissions of the Company at the Customer’s premises;
• Any statement made or not made or advice given or not given by or on behalf of the Company; or
• Otherwise under the Contract
And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 14) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
Save as set out in condition (ii) the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies.
Intellectual property rights
The Supplies may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. In particular, without limiting the above, title in any software program forming part of the Goods is reserved to the Company and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable. Such programs may be used only with the Goods.
Use of personal data
“Personal Data” means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided. The Company may process Personal Data for all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer including:
i. Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches, against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account and other anti fraud or identity checks;
ii. Order fulfilment, administration, customer services, profiling the Customer’s purchasing preferences, and to help to review, develop and improve the Company’s business and the goods and services it offers;
iii. Direct marketing of the Company’s products and services business
v. Crime prevention or detection.
The processing of the Personal Data may involve:
The disclosure of that Personal Data to the Company’s service providers and agents
If, at any time, the Customer or its representatives does not wish his or her Personal Data to be used for any or all of the above purposes, he or she should Astral Sound and Light Building 6 Unit 13 The Mews Mitcheldean Glos GL17 0SL Please note that the Company is required by statute to notify the TV Licensing Authority within 28 days of the sale of a television set, giving full details of the purchaser. The Customer will be deemed to have accepted that the Company can take and pass on the Customer’s details to the TV Licensing Authority at the time of purchase.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
Country of origin
Unless otherwise confirmed by the Company in writing, nothing is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.
Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined.
Age requirements for certain goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under this Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
Recording of communications
The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes. Customers shall have been deemed to have read and accepted this provision.
All Contracts shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.
Except as set out in Condition “Liability”, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.