GENERAL TERMS & CONDITIONS OF TRADING
In these Conditions:
“Conditions” means these General Terms and Conditions of Trading
“Company” means Making Waves Audio Limited whose Registered Address is Wistaria, London Road, Kings Worthy, Winchester, Hampshire, SO23 7QN.
“Customer” means the person, body of persons, firm or company who requests, or accepts the quotation of Making Waves Audio Ltd for the sale of goods or services or whose order for the goods or services is received or accepted by the Company.
The Company agrees to sell goods or perform services for the Customer only upon the following terms and conditions:
All tenders and quotations are submitted and all orders are accepted solely upon and subject to the following terms and conditions, and all other terms, warranties and conditions howsoever arising are excluded unless expressly accepted by the directors of the Company in writing.
(a) Written quotations do not constitute an offer and are subject to confirmation only upon acceptance of order.
(b)Unless otherwise agreed in writing, quotations can only remain open for a period of 14 days from the date of quotation by the Company and the Customer must place his order in writing within the said 14 day period.
Time or dates for despatch and/or delivery are only approximate and shall not be the essence of the contract, unless otherwise expressly stated. The Company shall not be liable for any loss or damage whatsoever arising from delay in completion of or the delivery of Goods/Services howsoever caused and the Customer shall not be entitled to cancel any order or refuse to accept delivery in the event of such a delay.
4) TERMS OF PAYMENT
Payment is due prior to delivery by cheque/cash/bacs/Paypal. Credit facilities are only available by prior application on the basis of payment being strictly 30 days net from the date of invoice. All orders must be accompanied by an official purchase order. Payment can also be made to the Company by Credit or Debit card. The Company/ Card Acquirer reserves the right to hold on file the necessary Credit/Debit card details necessary for recurring transactions in accordance with The Payment Card Industries PCI DSS requirements. Contract Payment Schedules are available at the sole discretion of the Company.
(i) The company will agree with the customer the exact roles and responsibilities of the contract payment schedule prior to commencement.
(ii) The company reserves the right to withdraw from site in the event that an agreed Contract Payment Schedule is not adhered to.
(iii) Bespoke, 'made to order' goods and services that form part of a Contract Payment Schedule may be subject to the cancellation conditions as set out in section 8(a)(i)
In the event of late payment the Company reserves the right to charge interest on overdue amounts and administration charges as specified in amended Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 or superseding legislation. Failure to pay for any goods/services or for any delivery shall entitle the Company to suspend any further deliveries to the Customer without prejudice to any other rights the Company may have. The Company reserves the right where genuine doubts arise as to a Customer’s financial position or in the case of failure to pay for any goods / services or any delivery as aforesaid to suspend further deliveries without liability until payment or satisfactory security for payment has been provided.
5) PASSING OF RISK & TITLE
The risk in the goods shall pass completely to the Buyer at the point of delivery, but subject to clause 7 hereof. Until the time of actual payment to the Company of the total amounts owing in respect of the goods the Customer shall keep the goods as trustee for the Company, and shall store the goods in such a way that they are separately identifiable. Nevertheless, prior to the time of actual payment for the goods, the Customer is entitled to use the goods in the normal course of its business or to resell the goods to third parties in the normal course of its business on the condition that the goods or any amounts received from third parties for the goods are held by the Customer as trustees for the Company pending payment in full to the Company and the Customer hereby assigns to the Company all rights and claims that the Customer has against such third party. If any payment is overdue the Company may (without prejudice to any of its other rights and remedies) recover and resell any or all of such goods and may enter upon the Customer’s premises for that purpose.
6) RISK & DAMAGE IN TRANSIT
From the time of collection of the goods from the Company the risk of any loss or damage or deterioration of goods from whatever cause shall be borne by the Customer. If the Company undertakes delivery of the goods it shall not be liable for any loss, damage, deviation, delay of the goods in transit or for misdelivery unless the Customer gives to the Company written notice of the complaint so that such notice is received by the Company within 3 days of receipt of goods and that –
(i) The Customer inspects the goods immediately on arrival at the premises.
(ii) The company is given an opportunity to inspect the goods before any use is made of them.
If a complaint is not made to the Company as provided by this condition, then the goods shall be deemed to be in all respects in accordance with the order, and the Customer shall be bound to pay for same accordingly. For the purposes of this paragraph, notification by e-mail shall be deemed to be written notice.
7) WARRANTIES & LIABILITIES
The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer nor in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company's approval. The Company shall not be liable to the Customer for any defect in parts, materials or equipment not manufactured by the Company. In such cases the Customer shall be entitled to the benefit of any such warranty or guarantee as is provided by the manufacturer.
The Seller makes every effort to ensure that fabrics and products on our website are as accurately represented as possible with images and texts. We acknowledge that colours, textures and images may appear differently on the website and as such we offer a free sampling service on all fabric ranges for our customers to make use of. For products of a specific colour/type that have been cut to order, made to measure, customised or personalised returns are not accepted see below (i).
(a) No contract shall be cancelled once accepted by the Company nor shall any Goods which are delivered in accordance with the contract be returned without prior written approval of the Company and on terms to be determined at the absolute discretion of the Company.
(i) Cancellation of goods or services of a bespoke or 'made to order' nature shall be non-refundable unless prior agreement has been given by the Company.
(ii) Should agreement be given but a contract payment already have been received the Company will immediately refund or credit any agreed amount to the Customer.
(b) Unless the Company at its discretion decides otherwise, if the Company agrees to accept the return of any such Goods then:
(i) A Goods return number must be obtained from the Company and be clearly shown on the returned parcels and must be returned in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the software seal intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
(ii) The Customer will be liable for the cost of remedying any damage to the Goods returned where such damage has, in the opinion of the Company, been caused by the Goods being inadequately packaged by the Customer or through the Customer’s fault.
(iii) Where the Company accepts the return of Goods, the Company reserves the right to make a handling and restocking charge of 25% on Goods which are returned if they were ordered in error or are no longer required by the Customer.
(c) Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the terms of the contract.
(d) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or conditions of the Goods or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the Goods (or any part thereof) free of charge or at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
(e) The Company shall not give any credit for returned Goods where the Company deems the Goods not to be faulty unless otherwise agreed in writing by the Company.
(f) Any Goods in respect of which any claim of defect or damage is made by the Customer shall be preserved by the Customer intact together with the original packaging at the Customer’s risk and shall at the request of the Company be:
(i) retained by the Customer for a reasonable period to enable the Company or its agent to inspect the Goods; or
(ii) collected from the Customer by the Company if the Goods are defective.
If you have any questions then please contact us on 01264 810108 and we will be happy to help you.
9) INSOLVENCY OF BUYER
If the Customer commits an act of bankruptcy or becomes insolvent or makes any composition or arrangement with his or its creditors or being a limited company is placed in liquidation or suffers a receiver or administrator to be appointed the Company may without liability or notice and without prejudice to its other rights determine any contract with the Customer who shall bear any loss resulting from a re-sale of the goods comprised therein. In respect of all debts due from the Customer under this or any other contract the Company shall be entitled to a general lien on all goods and property and apply the proceeds towards such debts as it deems fit.
10) FORCE MAJEURE
The Company shall not in any circumstances be liable for its failure to perform any contract if such failure arises wholly or partly as a result of any of the following: Inability to secure labour, materials or supplies as a result of any act of God, war, riots or civil disturbance, strike, lockout or other labour dispute, fire, flood, drought or accident, legislation, requisitioning or other act or order by any government department, council or other duly constituted authority, or of any other cause (whether of the above mentioned classes or not) beyond the Company’s control. In such event, no liability shall attach to the
Company by reason of cancellation or variation of any contract. The Company reserves the right to suspend deliveries wholly or partially and time of such suspension to be added to the original contract in the event of stoppage, delay or interruption of work in the establishment of the Company during the delivery period as a result of any of the causes set out above or any cause whatsoever beyond the control of the Company.
11) COMPANY’S CONDITIONS TO PREVAIL
These terms and Conditions shall override any terms or conditions sought to be incorporated by the Customer in the contract. In the event of the Customer’s terms and conditions containing clauses which are inconsistent with or which purport to exclude the Company’s conditions in any manner, such clauses shall be of no effect and the Company’s Terms and Conditions shall prevail unless such clauses be expressly accepted by the directors of the Company in writing.
12) ENGLISH LAW
These Terms and Conditions shall be in all respects construed and governed in accordance with English Law.