TERMS OF SERVICE
BISHOPSOUND MANUFACTURING AND DESIGN LIMITED 13797209 – Registered Office: 1 South Crescent, Ripon, HG4 1SN
Offices: Unit 4 Juniper Grove Business Park, Juniper Grove, Ripon HG4 2DJ
Correspondence Office: Sound House 25 Doublegates Avenue Ripon HG4 2TP
Registered Office: 1 South Crescent, Ripon, HG4 1SN
VAT Registration Number 452 6103 20– Registered: 17 AUGUST 2023
1. INTERPRETATION
In these conditions the following terms have the following meanings:
“Seller” means Bishopsound Manufacturing and Design Limited and Associated Companies
“Buyer” means the person /company that accepts a quotation by the Seller for the sale of Goods or whose order for Goods is accepted by the Seller.
“Goods” means the items (or any part of them) that the Seller is to supply to the Buyer.
“Conditions” means these standard terms and conditions of sale subject to any written variation agreed in accordance with condition 2.3 below.
“Discount or Settlement Discount” means a reduction in price brought about by negotiated concessions such as quantity, packaging changes, pre-payment etc. on behalf of the buyer to the seller.
“Contract” means any contract for the sale of Goods by the Seller to the Buyer.
“Payment Date” means the date by when payment must be made by the Buyer defined as set out in condition 5 below.
“Immediate Delivery” means FOB (Freight On Board) date and is dependent on weather and transport companies.
“Writing” includes telex, fax transmission, e-mail and other like means of communication.
“Interest” means interest at the rate of 4% per month
2. EXISTENCE OF CONTRACT/BASIS OF SALE
2.1 No Contract shall come into existence until the Buyer’s order (however given) is accepted by the earliest of: the Seller’s written acceptance; delivery of the Goods; the Seller’s invoice.
2.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Buyer.
2.3 Except as expressly provided herein no variation or amendment of these terms or oral promise or commitment shall be valid unless committed to writing and signed by or on behalf of both parties.
2.4 Any typographical or other error in the documentation issued by the Seller shall be subject to correction without any liability to the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible for ensuring the accuracy of the terms of any order (including any specification) and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract.
3.2 The quantity, quality, description and specification for the Goods shall be as set out in the Buyer’s order when accepted by the Seller.
3.3 The Seller reserves the right to make any changes to the specification of the Goods which are required to comply with any relevant safety or other statutory requirements.
3.4 No order which has been accepted by the Seller shall be cancelled by the Buyer without the written agreement of the Seller and any such cancellation shall be on such terms as the Seller shall then require. Special Factory Orders or Factory Produced Special Orders cannot be cancelled or refunded.
4. PRICE OF THE GOODS
4.1 Subject to condition 6 below the price shall be the Seller’s quoted price or if none the price listed in the Seller’s published list current at the date of the order. Quoted prices are valid for 30 days after which time, if not already accepted by the Buyer, they are subject to alteration by the Seller without notice to the Buyer. The quoted price may incorporate a discount that is negotiated on an ad hoc basis and which shall be cancelled in the event of failure by the Buyer to pay for the Goods in accordance with these terms and conditions.
4.2 As a substantial part of the Goods are imported, the Seller reserves the right subject to giving of notice to the Buyer to increase the price of the Goods to reflect any increase in the cost to the Seller due to factors beyond their control such as fluctuating foreign exchange rates, any changes in the order requested by the Buyer or any default on the Buyer’s part in providing necessary information on request.
4.3 The price is exclusive of any applicable value-added tax which (dependent on transaction type/Country) the Buyer may be additionally liable to pay to the Seller.
4.4 All prices are subject to VAT (where applicable) at the rate ruling on the date of despatch.
5. PAYMENT DATE
5.1 The Payment Date shall be Pro-forma unless agreed in writing by the Seller and for the purposes of determining the agreement of the Seller see clause 12.5 below.
5.2 Time for payment shall be of the essence of the Contract.
6. TERMS OF PAYMENT
6.1 The Seller may invoice the Buyer for the Goods:
6.1.1 At any time after actual delivery of or collection of the Goods; or,
6.1.2 At any time after the Seller notifies the Buyer that the Goods are ready for delivery/ collection in the event of wrongful failure by the Buyer to accept delivery of/collect the Goods.
6.2 The Buyer shall settle any invoice by the Payment Date shown on the invoice and determined as above notwithstanding that at that date delivery shall not actually have taken place.
6.3 Provided that no previous invoice to the Buyer shall then be overdue for payment the Buyer shall be entitled to the Settlement Discount (if applicable) if any invoice is paid by the Payment Date. Settlement Discount shall be shown as a deduction on the invoice and will not apply if either the Buyer is then overdue in paying any other invoice to the Seller or payment is delayed beyond the Payment Date.
6.4 If the Buyer fails to pay by the Payment Date then the Seller shall be entitled to:
6.4.1 Cancel the contract or suspend any further deliveries to the Buyer;
6.4.2 Cancel any Discount such that the published Full Trade Price, not the customer s NET PRICE LIST at invoice date for the Goods shall then immediately become payable by the Buyer;
6.4.3 Appropriate any payment made by the Buyer to such of the Goods as the Seller thinks fit notwithstanding the intention of the Buyer;
6.4.4 Charge Interest to the Buyer on the amount outstanding from time to time until payment in full is made, Interest being calculated monthly at 4% a month and part of a month being treated as a full month for the purposes of calculation of Interest;
6.4.5 Charge to the Buyer the Seller’s reasonable legal and other costs in the recovery of the overdue amounts;
6.4.6 Take such further actions against the Buyer as the Seller shall think fit including but not limited to the immediate commencement of debt recovery and/or insolvency and/or winding up proceedings against the Buyer.
7. DELIVERY/RETURNS
7.1 Subject as below, any dates quoted by the Seller for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence of the contract unless otherwise previously agreed in writing by the Seller.
7.2 Where Goods are to be delivered in instalments each delivery shall constitute a separate contract and default of delivery of or any claim by the buyer in respect of any other instalment shall not entitle the buyer to treat the Contract as a whole as repudiated. GOODS MUST BE TESTED WITHIN 24 HOURS OF BEING SIGNED FOR AND ANY FAULTS OR DAMAGE THAT MAY HAVE RESULTED FROM POOR HANDLING BY THE COURIER MUST BE REPORTED BY EMAIL TO ANDREW@BISHOPSOUND.COM
7.3 No goods returned by the Buyer to the Seller will be accepted unless the Buyer has applied for and obtained a returns number from the Seller. Where Goods are returned by the Buyer to the Seller it shall be the Buyer’s responsibility to ensure that all necessary steps are taken to ensure compliance with any legislation or regulation relating to the handling and control of hazardous materials as may be in force from time to time.
7.4 All returns are subject to a 30% restocking fee and safe return carriage costs will be the responsibility of the buyer. Refunds take up to 14 days to be processed.
7.5 All returned goods will be tested and checked before refunds are given. Bishopsound cannot accept responsibility for any item that is damaged due to insufficient packaging, and your return and refund may be refused if the item is not packaged correctly. All returns must be packed in their original boxes
7.6 All deliveries must be signed for by the buyer at time of delivery or no goods will be left. If there is evidence of the damage the word DAMAGED must be written clearly next to the signature. A photograph of damage must be taken and submitted with any claim for damage. All goods must be inspected at the time of delivery. All claims must be submitted as soon as the delivery arrives or within 12 hours of the delivery driver leaving the customers premises.
8. RISK AND PROPERTY
8.1 Risk of damage to or loss of Goods shall pass to the Buyer:
8.1.1 In the case of Goods to be collected by the Buyer at the time the Seller notifies the Buyer that the Goods are available for collection;
8.1.2 In the case of Goods to be delivered by the Seller at the time delivery is made or tendered where such delivery is not accepted by the Buyer.
8.2 Notwithstanding the delivery and passing of risk in the Goods or of any other of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) of the price of the Goods and any other amounts then due for payment to the Seller by the Buyer.
8.3 Until property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and any third party and properly stored and insured and identified as belonging to the Seller.
8.4 The Buyer shall be entitled to resell or use the Goods in the ordinary course of the Buyer’s business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including any insurance proceeds and until payment to the Seller shall hold the proceeds in a separate designated account and not mingled with other monies or paid into an overdrawn bank account such that the proceeds are identifiable at all times as the Seller’s money.
8.5 At any time before property passes and without liability to the Buyer the Seller may require the Buyer to deliver up the Goods to the Seller and in default of delivery up may forthwith enter any premises where the Goods are stored to repossess them.
8.6 The Seller may maintain an action against the Buyer in respect of any Goods notwithstanding that title in them has not passed to the Buyer.
9. DEFECTS AND LIABILITY
9.1 Any claim by the Buyer based on any defect in the Goods or failure to correspond with specifications shall be notified to the Seller in writing within 14 days of the buyer signing for the delivery. If delivery is accepted and the aforesaid notice is not given the buyer shall not be entitled to reject the Goods and the Seller shall not be liable for any such defect/failure and the Buyer shall be liable to pay the price as if there were no defect/failure. The buyer must obtain written confirmation of the nature of the claim from the Seller.
9.2 Any claim by the buyer based on an assertion that the amount of Goods delivered is less than the amount ordered shall be notified in writing to the Seller by the buyer within 72 hours of the signature by the buyer of the delivery note. If delivery is accepted and the aforesaid notice is not given the buyer shall not be entitled to reject the Goods and the Seller shall not be liable for any shortfall and the Buyer shall be liable to pay the price as if there were no such shortfall. It shall in all cases be the responsibility of the buyer to check the accuracy of the delivery tendered and no claim arising from the buyer’s failure to do so will be accepted by the Seller. The buyer must obtain written confirmation of the nature of the claim from the Seller.
9.3 Where any valid claim/refusal of delivery is properly notified to the Seller on the basis of defective Goods/Goods which do not accord with their specification the Seller shall be entitled at its discretion to either replace the Goods (or the defective part of them) at no cost to the Buyer or to refund such part of the price as represents the defective portion of the Goods but the Seller shall otherwise have no further liability to the Buyer.
9.4 The Seller shall not be liable to the Buyer in respect of any delay in the performance of the Seller’s obligations in so far as the delay is outside the Seller’s control. Matters outside the Seller’s control shall include but are not limited to Act of God, explosion, flood or tempest; force majeure; trade embargoes; strikes; equipment breakdowns.
9.5 Driving a passive subwoofer with an amplified audio signal containing frequencies above 150Hz can cause permanent damage to its loudspeaker(s). This type of damage is not covered by the BishopSound warranty.
9.6 Compression Driver Diaphragms are not covered under warranty unless a manufacturing defect is proven. Extreme feedback, dust or water ingression can cause issues this fragile component. Please do not overdrive compression drivers with excessive-high frequencies.
10. BUYERS INSOLVENCY
The Seller shall be entitled to cancel the Contract or suspend further deliveries under the Contract without liability to the Buyer and the Catalogue Price shall become payable immediately in respect of any Goods already delivered (notwithstanding any previous agreement or arrangement to the contrary) if the Buyer:
10.1.1 Makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or (if a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 An encumbrancer takes possession or a receiver is appointed of any of the assets of the Buyer; or
10.1.3 The Buyer ceases or threatens to cease to carry on in business; or
10.1.4 The Seller reasonably apprehends that one of the events mentioned in the foregoing subparagraphs is about to occur and notifies the Buyer accordingly.
11. USE OF PERSONAL INFORMATION
11.1 For the purpose of administering and operating the Buyers account (including setting any credit limit and other account charges) and making any credit decisions about the Buyer or others the Buyer agrees that the Seller may:
11.1.1 In connection with any agreement between the Seller and the Buyer hold and process by computer any information the Seller obtains about or from the Buyer;
11.1.2 Obtain information about the Buyer from other organizations (including credit reference agencies);
11.1.3 Use any information about the buyer and disclose and transfer that information to agents and subcontractors of the Seller wherever situated for any of the reasons mentioned above (the Seller remaining responsible at all times for ensuring the secure holding of any such information):
11.1.3.1 To analyze the data to form a view about the Buyer’s preferences so as to identify other goods and services that the Seller or other organizations offer that may be of interest to the Buyer;
11.1.3.2 To compile a contact database for the use of the Seller and other organizations for the purpose of offering those goods and services to the Buyer.
11.2 If you do not wish to receive such offers please email Bishopsound.com
12. GENERAL
12.1 Any notice required or permitted to be given by either party to the other shall be in writing addressed to the other party at its home address (being an individual or firm) or (being a firm or company) at its registered office or principal place of business or such other address as shall then have been notified to the other party, each party being obliged to advise the other of any change of address in writing within 7 days of any such change.
12.2 No waiver by the Seller of any breach of contract by the Buyer shall act as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other conditions and the remainder of the condition in question shall not be affected thereby.
12.4 All dealings between the Buyer and Seller shall be governed by English law and both agree to submit to the jurisdiction of the English courts in all matters.
12.5 The Seller’s agent shall have no authority to bind the Seller to any variation to the Payment Date or to any Discount or other discount and any such matters shall be subject to ratification by the Seller’s management.
