Terms and Conditions

Terms and Conditions

1. DEFINITION 1.1 "Customer" means any person from whom TEN Audio Visual receives an order for the supply of Products or who is named as a customer on any order form or invoice or order transmission relating to the Products. 1.2 "TEN Audio Visual" is a trading name of The Elucidation Network Limited whose registered number is 4641149 and whose registered address is at April Cottage, Evelyn Way, Stoke D'Abernon, Surrey, KT11 2SJ.1.3 "Products" means those goods or services including but not limited to audio visual equipment, conferencing hardware and software items, and any of them as applicable, the subject of any order received by TEN Audio Visual from the Customer and any other products sold by TEN Audio Visual to the Customer hereunder. 2. ORDER ACCEPTANCE2.1 All orders received by TEN Audio Visual for Products shall constitute an "offer to purchase" by the Customer and are subject to these terms and conditions and subject to availability of the Products. Any such orders must be expressly accepted by TEN Audio Visual's authorised representative or, if later, shall be deemed to be accepted by TEN Audio Visual upon despatch of the Products.2.2 All orders are accepted and Products supplied subject to these express terms and conditions only. 2.3 No amendment to these terms and conditions will be valid unless confirmed in writing on or after the date hereof by an authorised representative of each party.2.4 It is agreed that these terms and conditions prevail over the Customer's terms and conditions of purchase. 3. DELIVERY 3.1 Any time quoted for delivery is to be treated as an estimate only. TEN Audio Visual will endeavour to delivery the Products without delay, but shall not be liable for late delivery howsoever caused, nor shall such failure to deliver be in breach of contract or cause TEN Audio Visual to be liable for any damages or penalty for any such delay in delivery. 3.2 All risk in relation to the Products shall pass to the Customer at the time the Products are delivered to the delivery address nominated by the Customer. The Customer shall sign TEN Audio Visual's or its agent's form of receipt at the time of delivery. 3.3 If Products have not been received, the Customer must notify TEN Audio Visual within 7 days of the date of the invoice. 4. CANCELLATIONS AND RESCHEDULING4.1 Subject to Clause 8.2 any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by TEN Audio Visual if the Customer hereby agrees to indemnify TEN Audio Visual against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling. 5. PRICING 5.1 Catalogues, price lists and other advertising literature or material as used by TEN Audio Visual are intended only as an indication as to the price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on TEN Audio Visual. 5.2 All prices are given by TEN Audio Visual at the time of the order and are valid for 30 days.5.3 All prices are exclusive of Value Added Tax and any similar taxes and of delivery charges. All such taxes and charges are payable by the Customer. 6. PAYMENT TERMS 6.1 Invoices will be raised and dated by TEN Audio Visual on the date of despatch of the Products. Unless otherwise specifically requested and agreed in writing by an authorised representative of TEN Audio Visual, invoices will be payable by the Customer 21 days from the date of invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 4% above Abbey National PLC's base rate for the time being. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment. Without limitation to TEN Audio Visual's other rights, if the Customer fails to make any payment on the due date, TEN Audio Visual shall have the right, without prejudice to any other right or remedy available to it, to cancel or suspend any further deliveries to the Customer under any contract and shall have a lien upon, and the right to sell or otherwise dispose of, all Products the subject of any contract with the Customer whether appropriated or not, and to apply the proceeds of sales to the overdue payment. 6.2 When all prices, taxes and charges due in respect of the Products and any Products supplied previously to the Customer have been paid in full, title to Products then shall pass to the Customer. 6.3 Notwithstanding delivery and the passing of risk in the Products to the Customer pursuant to Clause 3, or any other provision of these terms and conditions, the property of the Products shall not pass to the Customer until TEN Audio Visual has received cash or cleared funds payment of the price of the Products and all of the Products agreed to be sold by TEN Audio Visual to the Customer for which payment is then due. 6.4 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as TEN Audio Visual's fiduciary agent and bailee, and shall keep the Products properly stored, protected and insured and identified as TEN Audio Visual's property. Until that time, and unless and until the Customer receives notice from TEN Audio Visual to the contrary, the Customer shall be entitled to resell or use the Products in the ordinary course of its business (but only in an arm's length bona fide transaction at full market value or at a proper trade discount), but shall hold the proceeds of such sale or otherwise of the Products (including insurance proceeds) in a fiduciary capacity for the benefit of TEN Audio Visual, and shall keep all such proceeds separate from any monies or properties of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 6.5 Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold), TEN Audio Visual shall be entitled at any time to require the Products be delivered to TEN Audio Visual and if the Customer fails to do so forthwith, TEN Audio Visual or its authorised agents shall be entitled to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.6.6 The Customer's power of sale or right to use such Products shall immediately cease if an administrative receiver is appointed over all or any part of its assets or if it is adjudicated bankrupt or enters liquidation whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986. 6.7 On termination of the Customer's power of sale or right to use the Products the Customer will immediately hold the Products to the order of TEN Audio Visual. 6.8 The Customer shall not be entitled to pledge or in anyway charge by way of security for any indebtness any of the Products which remain the property of TEN Audio Visual, but if the Customer does so, all monies owing by the Customer to TEN Audio Visual shall (without prejudice to any other right or remedy of TEN Audio Visual) forthwith become due and payable. 6.9 TEN Audio Visual reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, TEN Audio Visual reserves the right to withdraw any credit facility such that the whole of the Customer's account becomes due for payment forthwith. 7. SPECIFICATION OF PRODUCTS
7.1 TEN Audio Visual will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. TEN Audio Visual will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.7.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer's standard specifications as these may be improved, substituted or modified. TEN Audio Visual reserves the right to increase its quoted or listed price or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of such orders. 8. RETURNS
8.1 TEN Audio Visual reserves the right to levy an administration charge in respect of returns. 8.2 Returns must be made subject to the following: (a) Prior authority having been obtained from TEN Audio Visual which will be given at TEN Audio Visual's sole discretion;(b) Within 30 days of the date of the invoice; (c) The Products must be properly packed; (d) The Products must be in a saleable condition; (e) The Products must be accompanied by all original documentation delivered with the Products; and (f) The Products are still covered by warranty (see Clause 9). 8.3 TEN Audio Visual reserves the right to reject any Products that do not comply with the conditions set out in Clause 8.2.8.4 If TEN Audio Visual nevertheless agrees to accept any Products returned which are not in a saleable condition, TEN Audio Visual reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition. 9. WARRANTY 9.1 TEN Audio Visual warrants that it has good title to or license to supply all Products to the Customer. 9.2 If any part of the Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the Products PROVIDED THAT no unauthorised modifications to the Product or to the system of which the Product forms part have taken place. TEN Audio Visual is not responsible for the cost of labour or other expenses incurred in repairing defective or non-conforming parts. 9.3 If the Products are rejected by the Customer as not being in accordance with the Customer's order pursuant to Clause 9.2, TEN Audio Visual will only accept the return of such Products provided that it receives written notification thereof giving detailed reasons for rejection. TEN Audio Visual will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoiced Products be deducted or set off by the Customer until TEN Audio Visual has passed a corresponding credit note. 9.4 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 9, TEN AUDIO VISUAL DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE. 10. INDEMNITIES AND LIMITS OF LIABILITY 10.1 TEN Audio Visual will indemnify the Customer for direct physical injury or death caused solely by defects in any of the Products or caused solely by the negligence of its assigned employees acting within the course of their employment and the scope of their authority. 10.2 Except as stated in Clauses 10.1 above, TEN Audio Visual disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer's use of the Products and in no event shall TEN Audio Visual be liable to the Customer for special, indirect or consequential loss or damage including but not limited to loss of profits arising from loss of data or in connection with the use of the Products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability, are hereby excluded. 10.3 The Customer shall indemnify and defend TEN Audio Visual and its employees in respect of any claims by third parties which are occasioned by or arise from any TEN Audio Visual performance or non-performance pursuant to the instructions of the Customer or its authorised representative. 11. INSOLVENCY OF CUSTOMER
11.1 If the Customer has a receiver appointed over any of its assets or (being an individual or firm) becomes bankrupt or compounds with its creditors or (being a company or limited liability partnership) becomes insolvent or is the subject of a winding-up petition or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), then without prejudice to any other right or remedy available to TEN Audio Visual: (a) the full price of the Products (if delivered) shall be immediately payable notwithstanding any previous agreement or arrangement to the contrary; (b) TEN Audio Visual shall have the right to cancel or suspend any further despatches to the Customer; (c) if the price for any delivered Products is not forthwith paid, TEN Audio Visual or its authorised agents shall have the right forthwith to enter any premises where the Goods are stored and repossess the Goods. If it is difficult to identify such Products TEN Audio Visual or its duly authorised agent shall have the right to repossess Products delivered by it to an equivalent value to the Products not paid for; and (d) in the event of the Customer being a partnership each member of the partnership shall be jointly and severally liable. 12. INSTALLATION 12.1 TEN Audio Visual is provided with unrestricted access to all appropriate areas and rooms. 12.2 TEN Audio Visual accepts no liability for time lost, due to actions arising from other contractors / suppliers. 12.3 Installation areas shall be reasonably clean, dry and dust free. Areas should be free from all obstacles, giving full accessibility. 13. CONTRACT 13.1 The headings in these terms and conditions are for ease of reference only and shall not affect its interpretation or construction. 13.2 No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach. 13.3 The Customer agrees not to assign any of its rights herein without the prior written consent of TEN Audio Visual.13.4 In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced. 13.5 Neither party shall be liable to the other for any delay in failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any cause beyond its reasonable control. 13.6 Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Documents or notices shall be delivered or sent to the registered offices of the parties or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices pursuant to these terms and conditions. 13.7 These terms and conditions shall be construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.