Terms and Conditions of Trade
The Company means Sounds Good Ltd. whose registered office is at:
41 Liverpool Avenue, Southport PR8 3NP
The Customer means the person, firm or Company set out below.
The Master means any goods or articles whatsoever (including copyright works) supplied to the Company by the Customer for copying or adaptation.
These terms and conditions shall apply to the acceptance of any order by the Company.
No variation of these Terms and Conditions shall be effective unless made in writing and signed by an authorized officer or employee of the Company. At the request of the Customer, the Company will verify whether any named individual has the requisite authority.
Delivery dates are approximate only and not of contractual effect. The Company shall not have any liability for loss or damage (including loss of profits and consequential loss) to the customer in respect of any failure to deliver on any particular date. Where delivery is delayed otherwise than due to default by the Company the Customer shall pay all costs and expenses occasioned thereby, including a reasonable charge for storage. All storage is at the Customer’s risk.
Goods for delivery outside Great Britain are sold F.O.B. British Port or Airport and the Customer shall be responsible for obtaining and paying for all necessary imports and other authorizations.
The goods shall be at the Customer’s risk from the time of delivery or, if the transport has been arranged by the Customer, from the time they are delivered to the carrier for transport to the Customer.
3. RETENTION OF TITLE
Property in all goods to be delivered by the Company to the Customer (including Masters to be returned to the Customer) shall remain vested in the Company until the payment due under all contracts between the Company and the Customer has been made in full. Further, should the Customer alter the goods by subjecting them to any manufacturing process or incorporating them into another product, or mixing them in any way then the resulting product will pass into the ownership of the Company until the payment due under all contracts between the Company and the Customer has been made in full.
All prices quoted by the Company are exclusive of Value Added Tax.
Any cost or loss caused to the Company by the Customer’s neglect or default or lack of instructions shall be paid by the Customer in addition to the contract price.
The prices at which goods are sold are the respective prices listed in the Company’s price lists in force at the date of acceptance of the Customer’s order but such prices do not include any charge for handling and delivering goods that may be made by the Company. The Company reserves the right to vary any contract price at any time to take account of any increase in the cost price of goods, in the alteration made in specification upon which the contract is based, any costs for waiting time or other expenses incurred by the Company as a result of matters beyond its control, special deliveries or part-deliveries or any other variation in the original order made at the request of the Customer, and any extra cost borne by the Company made as a result of any Government legislation, EEC Regulation or the effects of devaluation or fluctuation in the exchange currency rates.
Where a specific quotation is given by the Company for work to be exclusively undertaken during a given period which is lower than the Companies general published rate and the Customer subsequently cancels the contract for whatever reason or places work elsewhere the Company shall be entitled to charge the Customer the difference between the quoted price and the published rate for all the work undertaken during the period to which the quotation applied.
Unless expressly agreed in writing by the Company accounts are due and payable in full on receipt of the invoice in respect thereof, and all outstanding sums shall carry interest at the rate of 2% per month.
5. QUANTITY DELIVERED
The Company reserves the right to invoice for quantities of goods delivered within a tolerance of plus or minus 10% of the total quantity per title ordered by the Customer and to adjust the invoice accordingly.
If any of the goods or packages containing the same, do not comply with the order or with any terms of these conditions (including, for the avoidance of doubt the implied conditions) the Customer shall be entitled to reject those goods or any part of them by Notice within 5 days after delivery thereof. In any such case, a Notice of Claim must be given to the Company within 5 days of delivery. If the Customer fails to comply with this requirement he shall have no claim against the Company and shall pay for the goods accordingly. No claim for rejection can be made where the defect in the supplied goods or services would not in the opinion of the Company substantially affect the merchantable quality of the goods or the purpose for which the goods are intended. Variations in print quality and colour match cannot be cited as a reason for rejection unless the Customer agrees with the Company in advance and in writing the standard of print to be supplied and any such agreement will only apply to one specific job or jobs specified in writing. Regardless of the reason of the rejection, the Company’s liability is limited to replacing only the defective items.
To the extent that this exclusion is permitted by law, the Company shall not be liable in any circumstances whatsoever for any direct or indirect loss or damage to property (including the Master, Plates, Film-sets or Artworks) incurred or suffered by the Customer or any other person as a result of any negligence or fault or defect in goods or services provided by the Company and in no circumstances shall the Company be liable for any consequential loss or loss of profits suffered as a result of any such fault or defect. Further, the Company’s liability whether in respect of one claim or other aggregate of claims by the Customer shall not exceed the price payable by the Customer under the contract (which the Customer hereby agrees is a reasonable pre-estimate of his anticipated loss).
8. MASTERING, PLATES, FILM, ARTWORK, & DIGITAL MEDIA
Any production masters (including bin loop masters) and printing plates, films, or artworks made by the Company shall remain the property of the Company and any charges relating are for the time and expertise in creating them. The Company reserves the right to dispose of the same and any supplied printed paper parts without reference to the Customer if they remain unused for longer than twelve months.
9. SOUND & VIDEO RECORDING
The company retains all copyright in recordings made. The customer is entitled to use the completed recording for the purposes the recordings were originally intended for. The Customer has no entitlement to raw footage unless this is specifically agreed upon in writing prior to the recording being undertaken.
10. CANCELLATION & TERMINATION
Orders accepted by the Company may be canceled only with the written consent of the Company, such consent to be in the Company’s absolute discretion and then only upon payment of all reasonable cancellation charges which shall include expenses incurred by the Company.
If the Customer is adjudicated insolvent or commits any act of bankruptcy or compounds or makes any arrangements with creditors or proceedings are commenced or petition presented for the liquidation of the Customer or if a receiver or manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
11. FORCE MAJEURE
The Company shall be under no liability whatsoever for any delay, loss, or damage caused wholly or in part by any act, matter or anything beyond the Company’s reasonable control.
12. GOVERNING LAW
All orders accepted by the Company and any dispute or litigation arising therefrom shall be governed by English Law and be subject exclusively to the jurisdiction of the English Courts.
Notices shall be given by either party by letter sent by facsimile transmission or by first class post and addressed to the other party at its principal place of business or last known address or (in the case of a Company) currently registered office. Any such notice shall be deemed to have been received on the date of dispatch in the case of facsimile transmission, and on the second working day after posting if sent by post.
The Customer hereby confirms and warrants that he has obtained the consent of the owners of all rights (including musical, artistic, and other copyright and performing rights) in and attaching to the Masters or Artworks required for the carrying out of the contract by the Company.