1. Interpretation
   1. In these Conditions
      "The Company" means Clarity in Sound Light & Vision Limited (registered in England under number 4321833).
      "The Customer" means the person who accepts a quotation for the sale of the Goods or whose order for the Goods is accepted by the Company.
      "Goods" means the goods (including any instalments of the goods or any parts for them) which the Company is to supply in accordance with these Conditions.
      "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company. "Contract" means the contract for the purchase and sale of the Goods.
      "Writing" includes email, telex, cable, facsimile transmission and comparable means of communication.
   2. 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.
   3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
   1. The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the company which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms accepted, or any such order is made or purported to be made, by the Customer.
   2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Customer and the Company.
   3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3. Orders and Specifications
   1. No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company's authorised representative.
   2. The quantity, quality and description of and any specifications for the Goods shall be those set out in the Company's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Company).
   3. The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.
   4. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Customer and on terms that the Customer shall indemnify the Company in full against loss (including loss of profit), costs (including the cost of all labour and material used) damages, charges and expenses incurred as a result of the cancellation.
   5. Where Goods other than the Company's standard products are made to the Customer's order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Customer in the order and the Customer shall not be entitled to make any claim against the Company in respect of such variations.
4. Prices
   1. The price of the Goods shall be the Company's quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
   2. The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
5. Payment
   1. Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
   2. The Customer shall pay the price of the goods within 30 days of the date of the Company's invoice, notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.
   3. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
      1. cancel the Contract or suspend any further deliveries to the Customer;
      2. demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Customer
      3. appropriate any payments made by the Customer to such of the Goods (or the Goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
      4. charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of four (4) per cent per month above the Bank of England base rate, until payment in full is made.
6. Title of Goods
   1. Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of
      (a) all goods and/or services the subject of the contract and
      (b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever.
      Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and buyer.
   2. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods properly stored, protected and insured and identified as the Company's property.
7. Delivery
   1. Prior to Delivery
      If the Contract provides for testing or inspection of the Goods by or on behalf of the Customer prior to delivery whether at the Company's premises or elsewhere, then upon the Company giving notice of the availability of the Goods for testing and/or inspection the customer shall inspect and/or test the Goods within 7 days of such notice.
   2. If the Customer fails to do so or if within 14 days the Customer having done so the Customer does not notify the Company that the Goods are not in accordance with the Contract specifying the matters complained of, then the Customer shall be conclusively deemed to have accepted that the Goods are in accordance with the Contract on the grounds of anything which such testing and/or inspection revealed or would have revealed if it had been carried out.
   3. Delivery
      Delivery of the Goods shall be made to the Customer collecting the Goods at the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
   4. Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
   5. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
   6. If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Customer's fault, and the Company is accordingly liable to the Customer, the Company's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) or similar goods to replace those not delivered over the price of the Goods.
   7. If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
      1. store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
      2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage insurance and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract
   8. Post Delivery
      Where Goods are stored on site prior to being commissioned by the Company's engineers, it is the Customer's responsibility to ensure the good condition of the Goods. Site visits made by engineers upon a request to investigate the operation of the Goods after installation will be chargeable unless they are found to be necessary because of faults in the design or manufacture of the Goods.
8. Phased or Scheduled Delivery
   If the Contract provides for phased or scheduled delivery or for delivery by reference to call off by the Customer the following provisions shall apply:
   1. The price is calculated inter alia on the basis that the delivery dates are fixed for the total quantity of the Goods ordered at the time the Contract is entered into and may be increased if the Customer does not adhere to them.
   2. If delivery dates for the total quantity of the Goods ordered are not fixed at the time the Contract is entered into and the Customer fails to take delivery of any of the Goods for a period exceeding three months or if the Customer postpones any delivery date the Company may by notice in Writing to the Customer, treat the Contract as cancelled by the Customer as regards any balance of the Goods remaining to be delivered and the provisions of Condition 7 shall apply as if the Customer had cancelled the Contract.
9. Commissioning
   In the case of Contract involving commissioning, it is understood that the Goods will be located and stored by the Customer at the Customer's risk. Unless otherwise stated in the quotation, it is assumed that:
   1. The site is accessible, clear, before the arrival of the Company's commissioning engineers, level and dry and where the floor and/or wall fixing is necessary, that there are no circumstances to prevent this.
   2. Electricity supply is available for light and power tools.
   3. That sufficient working space is allocated to ensure commissioning can be undertaken.
   4. That the Company's engineers are given every facility to complete their work without undue hindrance.
   5. The Company reserves the right to render additional charges should these Conditions not be adhered to. Where other contractors are also involved, it is assumed that their programme will be such as to permit the Company's work to be carried out with continuity and with the specified number of visits to site. Should the Company be subject to delays or require to make a return visit to site, this will involve additional charges.
10. Inspection/Shortage
    1. It is the Customer's responsibility to notify the Company of any incorrect Goods supplied within 3 days of delivery. If the Goods are not what the Customer has ordered, the Customer must not open the manufacturers packaging or use the Goods.
    2. In the case of non-delivery of the Goods the Customer must notify the Company in writing within 7 days of the receipt by the Customer of the Company's invoice.
    3. Where Goods are damaged or destroyed prior to their delivery the Company shall deliver replacement Goods and any contractual time for delivery shall be extended by a reasonable time and the Company shall be under no liability whatsoever to the Customer for any loss or damage, whether direct, indirect, economic or consequential arising out of or relating to the aforesaid events.
11. Acceptance of the Goods by the Customer
    The Customer shall be deemed to have accepted the Goods and it shall be conclusively agreed that they are free of any patent defect unless within 14 days of receipt of the Goods the Customer notifies the Company in Writing of any patent defect therein. For this purpose patent defect shall mean any defect in materials or workmanship or failure to comply with designs drawings specifications or other data supplied by the Customer or any other failure of the Goods to conform with the Contract which would be apparent upon inspection.
12. Title of Goods
    1. Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of
       1. All goods and/or services the subject of the contract and
       2. All other goods and/or services supplied by the seller to the buyer under any contract whatsoever.
          Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and buyer.
    2. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods properly stored, protected and insured and identified as the Company's property.
13. Risk
    1. Risk of damage to or loss of the Goods shall pass to the Customer:
       1. In the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection: or
       2. In the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
    2. The Customer shall insure the Goods from the date of their delivery to him until their title has passed to him and the Company shall be entitled to call for details of the insurance policy.
    3. If the Customer shall not insure the Goods or fail to supply details of its policy on demand to the Company then the Customer shall reimburse the Company for the cost of any insurance which the Company may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of the Company's delivery of the Goods until the date of payment to the Company of the price.
14. Waiver and Assignment
    The rights and remedies of the Company in respect of the Contract or in respect of any failure by the Customer to observe or comply with the terms thereof shall not be diminished waived or extinguished by the granting of any indulgence, forbearance of extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies. The Customer shall not be entitled to assign the benefit of the Contract without the prior written consent of the Company.
15. Liability and Defective Goods
    1. If the Customer notifies the Company in writing within 14 days of delivery of the Goods that they are defective and returns the alleged defective Goods to the Company at the Customer's own expense and risk, the Company will at the Company's option replace or repair without charge the defective Goods or any defective component part of such Goods or credit the Customer the price of such Goods.
    2. The Company will not be liable hereunder in any way if, when the Goods which the Customer alleges are defective are tested or examined by the Company the alleged defect appears to have been caused by the Customer's misuse, neglect, improper installation or any cause beyond the range of the intended use of the product or by accident, fire or other hazard.
    3. Where the Goods are to be manufactured and supplied in accordance with designs drawings specifications and other data supplied by the Customer and the Goods are so manufactured and supplied the Company shall not be liable to the Customer for any loss or damage the Customer may suffer because the Goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them.
    4. Unless otherwise provided in this agreement and except in respect to death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition, or other term of contract, for any indirect special or consequential loss or damage, (whether for loss of profit, or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or the provision of services or their use by the Customer. The entire liability of the Company shall not exceed the Contract price.
16. Restocking Fee
    1. The Company reserves the right to charge a restocking fee of 25%. All returned or exchanged items must be in new condition, in their original box, and must include all packing material, blank warranty cards, manuals, and all accessories.
17. Customer's Designs, Drawing Specifications and any other Data.
    1. The Customer shall be solely responsible for the accuracy of its designs, drawings, specifications and other data supplied to the Company by the Customer, its employees or agents and in conformity with which the Company is to manufacture and to supply the Goods notwithstanding that the Company may have examined inspected studied or commented to the Customer upon any such designs drawings specifications or other data.
    2. The Customer shall indemnify the Company against all actions proceedings claims costs expenses loss or damage whether direct or indirect economic or consequential, which may be brought against or incurred by the Company by reason of its manufacturing and supplying the Goods in accordance with such designs drawings specifications or other data.
18. Confidentiality, Publications, Endorsements and Copyright
    1. If the Company is required in connection with the manufacture of the Goods to carry out research or development work, all intellectual property rights therein shall be the absolute property of the Company and the Customer shall keep confidential all information disclosed by the Company to it, concerning such research and development work and shall not exploit such information for its own purposes without the prior consent in Writing of the Company provided that the foregoing provision shall not prevent the Customer from using the Goods for the purpose for which it required them.
    2. We retain the copyright to any proposal prepared by us, and reserve the right to charge for any unauthorised use.
19. Sub-Contracting
    The Company shall be entitled to sub-contract the installation of the Goods in whole or in part. Project management will always remain with the Company.
20. Force Majeure
    1. The Company shall be relieved of its obligations under this contract insofar as it is hindered in or prevented from performing them by any circumstances whatsoever.
21. Insolvency of, or Breach of Contract by, the Customer
    If the Customer:
    
    1. Being a Company
       1. Has a petition presented for its winding up
       2. Passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction): or
       3. Enters into a voluntary arrangement with its creditors: or
       4. Becomes subject to an administration order: or
       5. Has a receiver appointed of all or any assets: or
    2. Being an individual or firm:
       1. Becomes bankrupt or insolvent: or
       2. Enters into a voluntary arrangement with creditors: or
       3. The Customer (or where the Customer is a partnership, any partner thereof) is unable to pay its debts within the Insolvency Act 1986 or offers to make any arrangements with or for the benefit of its or his creditors generally or a petition is presented to make the Customers or any such partner bankrupt: or
    3. If the Customer commits any breach of the Contract: or
    4. Any distress or execution is levied upon any of the Goods or Property of the Customer and is not paid out within 7 days: or
    5. If the Goods have been delivered but not paid for, the price shall become immediately payable regardless of any previous agreement to the contrary. The Company may without prejudice to any other rights or remedies it may have against the Company forthwith suspend further performance of the Contract or by notice in Writing to the Customer terminate the Contract as it thinks fit. Notwithstanding any such suspension or termination the customer shall pay the Company in accordance with the Contract for all Goods despatched by the Company prior thereto and shall indemnify the Company in connection with the Contract including (without prejudice to the generality of the foregoing) loss of profit, liabilities and expenses in connection with raw materials components and tooling obtained or produced for the purpose of the Contract and the cost of labour and overhead expenses reasonably attributable to the Contract.
22. Severance
    If any provision of these conditions shall be or become void or unenforceable for any reason whatsoever, then the same shall be deemed to be omitted herefrom and the remainder of these conditions shall remain valid and enforceable.
23. Licences
    Any broadcasting licence, which may be required for the operation of the Goods, either alone or with ancillary equipment, is the responsibility of the Customer.
24. Notices
    Notices under this Contract shall be in Writing and shall be served in the case of the Customer at the address stated on the order and in the case of the Company at the address shown on its order acknowledgement.
25. Law
    This Contract is governed by English Law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.