TERMS & CONDITIONS OF SALE
WHERE YOU ARE PURCHASING PRODUCTS FROM US OTHERWISE THAN AS A CONSUMER, PLEASE SEE PART ONE OF THESE TERMS OF SALE.
WHERE YOU ARE PURCHASING PRODUCTS FROM US AS A CONSUMER (I.E. NOT AS A BUSINESS OR IN THE COURSE OF YOUR TRADE), PLEASE SEE PART TWO OF THESE TERMS OF SALE.
PART ONE – BUSINESS CUSTOMERS
1.1 In these Conditions:
“Add-On” or “Add-Ons” means additional plug-in(s) or software application(s) purchased by the Buyer to be used in conjunction with the Goods or with third party products.
“Buyer” means the person whose order for any of the Products or Services is accepted by the Seller or who places an online order for any of the Products via the [www.audioltd.com] website.
“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 Buyer and the Seller.
“Contract” means the contract for the purchase by the Buyer of the Products from the Seller comprising: (i) the Order (if applicable) and (ii) these Conditions.
“End User License Agreement” has the meaning given to it in Condition 2.3.
“Goods” means the Sound Devices products as detailed fully in the Order in accordance with these Conditions.
“Integral Software” means any software contained in the Goods and which is integral to its use and functionality at the point of sale.
“Merchandise” means all branded merchandise available for purchase by a Buyer.
“Order” means: (i) the written order placed by the Buyer for the purchase of Products or Services.
“Products” means collectively: (i) the Goods; (ii) the Software; (iii) the Merchandise; and (iv) the Add-Ons.
“Product Warranty” means the manufacturer warranty.
“Seller” means Audio Ltd.
“Services” means any consultancy services or installation services to be provided by the Seller to the Buyer as stated in the Order.
“Software” means: (i) the Integral Software; (ii) the Standalone Software; and (iii) the Add-Ons.
“Standalone Software” means the software purchased by the Buyer via an online portal.
“Writing” includes Email, facsimile transmission and any comparable means of communication.
1.2 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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
Sales placed via a purchase order
2.1 The Seller shall sell and the Buyer shall purchase the Products or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern this Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 Orders submitted by the Buyer shall be deemed to be accepted by the Seller only once confirmed by the Seller’s written acknowledgement. Only once an Order placed via order form has been accepted by the Seller will a binding contract come into existence.
2.3 THE BUYER ACKNOWLEDGES THAT THE INTEGRAL SOFTWARE IS LICENSED ON THE TERMS OF THE END USER LISCENCE AGREEMENT, A COPY OF WHICH CAN BE FOUND AT https://www.sounddevices.com/eula/ AND THAT ITS USE OF THE GOODS IS SUBJECT TO THE BUYER ACCEPTING AND AGREEING TO THE TERMS OF THE END USER LICENCE, AND SUCH ACCEPTANCE AND AGREEMENT SHALL BE INDICATED BY THE BUYER’S USE OF THE GOODS. THE BUYER UNDERTAKES NOT TO USE THE GOODS WHERE IT DOES NOT ACCEPT THE TERMS OF THE END USER LICENCE.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into this Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
2.6 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.7 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 Seller shall be subject to correction without any liability on the part of the Seller.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are or may be implied by trade, custom, practice or course of dealing. In particular, the Contract excludes all and any email, telephone, and other correspondence between the parties and further, the Buyer acknowledges that it has not relied upon any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
3. Specifications – Goods only
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform this Contract in accordance with its terms.
3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s written acknowledgement.
3.3 The Contract will not constitute a sale by description or sample. Catalogues, price lists and other sales literature and information provided by or on behalf of the Seller (whether written or oral) (“Marketing Materials”) are for general information only and are neither incorporated in the Contract nor to be regarded as representations on the basis of which an Order is made. In particular, variations in the design, specification, performance characteristics and/or appearance of the Goods are permitted, provided that the Goods supplied shall be of substantially equivalent nature and value to that set out in the Marketing Materials.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer may specify, which shall include indemnifying the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.
Goods and Software purchased via an order
4.1 The price of the Goods shall be: (i) the Seller’s quoted price (as set out in the Order); (ii) where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order; or (iii) as otherwise agreed between the parties.
4.2 All prices quoted are valid for the duration of the current price list from time to time in force or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices for Goods are given by the Seller on an Ex-works basis (as set out in Condition 13.4), and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and, if applicable, insurance.
4.5 Unless otherwise specified, all prices are exclusive of any applicable value added tax, import duty, or other local taxes unless otherwise specified in the Order, which the Buyer shall be additionally liable to pay to the Seller. All prices are exclusive of the costs (where applicable) of delivery and installation.
4.6 Where applicable, the cost of pallets and shipping containers will be charged to the Buyer in addition to the price of the Goods.
5. Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the goods.
5.2 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer and request that Goods already delivered to the Buyer are returned immediately;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5% above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 If the Seller grants credit to the Buyer, the Seller may at any time reduce, suspend or withdraw credit facilities to the Buyer without stating any reason for such reduction, suspension or withdrawal. In particular, the Seller may withdraw credit facilities to the Buyer if the Buyer, or any member of the Buyer’s group or other person with whom the Buyer is associated, has committed or threatens to commit any breach of contract with the Seller or any associate of the Seller, or is or, in the Seller’s opinion, appears likely to become insolvent.
6.1 Delivery of the Goods shall be made by one of the following (as agreed between the parties):
6.1.1 the Buyer or its agents collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection;
6.1.2 if a place for delivery is agreed by the Seller, or by the Seller delivering the Goods to that place; or
6.1.3 if Software only is purchased, we will make the digital content available for download by you as soon as we accept your order or as per the delivery method set out in your order.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Seller reserves the right to deliver the Goods in instalments without any adjustment in the price
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat this Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under this Contract or charge the Buyer for any shortfall below the price under this Contract.
6.6 In this clause, “Force Majeure Event” means any event that gives rise to any delay in performing, or failure to perform, any obligations of the Seller under these Conditions if such delay or failure results from events, circumstances or causes beyond the Seller’s reasonable control, including but not limited to any delay, defect or omission resulting from acts of God, acts of any national, supernational or public authority, industrial delays, unavailability or delay in supply of material or labour on normal commercial terms or any other event wholly outside of the Seller’s control. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or by the Buyer’s failure to provide the Seller with adequate delivery instructions or any instructions that are relevant to the supply of the Goods.
7. Risk and title
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as title in the Goods passes to the Buyer, the Buyer shall not mortgage the Goods, and shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 Unless otherwise stated in an Order, the Buyer shall be responsible for (where relevant) installing the Products and shall be responsible for carrying out reasonable tests to ensure that the Products are in operable condition and are capable of meeting the Buyer’s requirements once properly configured or installed (as applicable).
7.6 Unless agreed between the parties, the Seller shall have no responsibility for the installation of the Products or for checking that they meet the Buyer’s requirements. If the Buyer discovers any fault or error with the Products, the Buyer must notify the Seller of such fault or error within  days of delivery. Following this, the Products will be deemed to be accepted by the Buyer.
8.1 Sound Devices, LLC warrants the items listed above against defects in materials and workmanship for a period of ONE (1) year from date of original retail purchase. Users who register their product directly with Sound Devices Technical Support using the online form or by phone, will receive an additional ONE (1) year of warranty coverage, extending the complete warranty period to TWO (2) years from the date of original retail purchase. In order to extend the warranty coverage period, registration must be completed within the initial ONE (1) year warranty period. Products must be purchased through authorized Sound Devices resellers to qualify for Warranty coverage. Damage resulting from the opening of a Sound Devices product or attempted repairs by a non-authorized Sound Devices repair technician will void warranty coverage.
This is a non-transferable warranty that extends only to the original purchaser. Sound Devices, LLC will repair or replace the product at its discretion at no charge. Warranty claims due to severe service conditions will be addressed on an individual basis.
THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE. SOUND DEVICES, LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOUND DEVICES, LLC IS NOT RESPONSIBLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF WARRANTY OR UNDER ANY OTHER LEGAL THEORY. Because some jurisdictions do not permit the exclusion or limitations set forth above, they may not apply in all cases.
8.2 The above warranty is given to the Seller subject to the following conditions:
8.2.1 where the Seller has modified the Goods to the Buyer’s specification 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 Buyer.
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), loss or damage in transit, misuse or alteration or repair of the Goods without the Seller’s approval, or where the Buyer has failed to comply with the terms of any relevant End User Licence;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, software (including Integral Software which shall be covered by the warranty contained in the End User Licence), materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contracts Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 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 Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with this Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7 The Seller does not warrant that the use of the Software will be uninterrupted or error-free.
8.8 The Seller shall have no liability to the Buyer in respect of defects arising from:
8.8.1 improper or inadequate maintenance of the Goods by the Buyer;
8.8.2 interfacing between the Buyer’s software and the Goods;
8.8.3 any modification of or misuse of the Goods;
8.8.4 operation of the Goods outside reasonable environmental conditions;
8.8.5 improper preparation or maintenance by the Buyer of the location of the Goods; or
8.8.6 any omissions neglect or default by the Buyer, its employees or agents.
8.9 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
8.10 Where Services are provided by the Seller to the Buyer (as detailed in an Order), the Seller shall use reasonable endeavours to provide such Services with due skill and care.
9.1 Except in respect of death or personal injury caused by the Seller’s negligence or for fraud, fraudulent misrepresentation or other matters which cannot be excluded under law, the Seller shall not be liable to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) and whether direct, indirect, special or consequential for any of the following:
9.1.2 loss of profits;
9.1.3 loss of anticipated savings;
9.1.4 loss of business opportunity;
9.1.5 loss of goodwill; or
9.1.6 loss or corruption of data.
9.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
9.2.1 act of God, explosion, flood, tempest, fire or accident;
9.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.9.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
9.2.4 import or export regulations or embargo;
9.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and 9.2.7 power failure or breakdown in machinery.
9.3 Subject to clause 9.1 and 9.2 above, the Seller’s entire liability under these Conditions shall not exceed the price paid by the Buyer to the Seller, which the Seller has received in full and cleared funds, for the Goods.
10.1 If any claim is made against the Buyer that the Products infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
10.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Buyer shall immediately on becoming aware of the claim notify the Seller and give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
10.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
10.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim;
10.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition; and
10.1.7 where any claim is brought against the Buyer owing to any adaptation, modification or addition to the Goods the Buyer shall have no liability to the Seller.
11. Software and Intellectual Property Rights
11.1 The Buyer shall have a non-exclusive licence to use the Software.
11.2 Where Software is licensed to the Buyer, the following provisions will apply:
11.2.1 the use of Software is subject to any terms and conditions which accompany the Software as set out in the End User Licence, a copy of which can be found at https://www.sounddevices.com/eula/. In the event of conflict, the terms of the End User Licence shall apply;
11.2.2 the Buyer acknowledges that all patents, copyright or other intellectual property rights of whatever nature in the Software shall remain vested solely in the Seller or the relevant third party owner and the Buyer undertakes all reasonable precautions to maintain the confidentiality of the Software and all know-how and trade secrets incorporated therein and not to copy or duplicate or permit the copying or duplication of the same by any means; and
11.2.3 the Buyer undertakes not to alter, develop or adapt any part or item comprised in the Software without the Seller prior written consent.
11.3 The Buyer acknowledges that its use of the Goods is subject to accepting and agreeing to the terms of the End User Licence, and such acceptance and agreement shall be indicated by the Buyer’s use of the Goods. The Buyer undertakes not to use the Goods where it does not accept the terms of the End User Licence.
12. Insolvency of the Buyer
12.1 This Condition applies if:
12.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
12.1.2 an encumbrancer takes possession, or a receiver or administrator is appointed, of any of the property or assets of the Buyer;
12.1.3 the Buyer ceases, or threatens to cease, to carry on business or suffers any action in consequence of debt; or
12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel this Contract or any part of it or suspend any further deliveries under this Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
13.2 Where Goods are supplied for export from the United Kingdom, the provisions of this Condition 13 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
13.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
13.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered Ex-works the Seller’s premises and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
14. Compliance with Laws and Policies
14.1 The Buyer shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
14.2 The Buyer will comply at all times with the Seller’s policies, available via this link: https://www.sounddevices.com/legal/
16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business of such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
16.2 No waiver by the Seller of any breach of this Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.3 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 provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
16.4 The Seller shall have the right to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under this Contract and to sub-contract any of its obligations under this Contract by notice in Writing to the Buyer. The Buyer shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Contract or to sub-contract any of its obligations under this Contract.
16.5 The parties do not intend that any term of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.
16.6 This Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter. Neither party has entered into this Contract in reliance upon any representation or statement which is not expressly set out in this Contract. Nothing in this Condition shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.
16.7 Both parties shall:
16.7.1 recognize that under this Contract they may receive each other’s trade secrets and/or the confidential or proprietary information of the other party. All information belonging to or relating to a party including information concerning business plans, customers, supplies, services, intellectual property and financial results received by the other party as a result of entering into or performing this Contract which is designated as confidential by the disclosing party or is otherwise clearly confidential in nature constitutes ‘confidential information’;
16.7.2 not to use confidential information for any purpose other than the purpose for which it is supplied under this Contract and agrees not to divulge confidential information received from the other party to any of its employees who do not need to know it, and to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party except to its professional advisers or as may be required by law or any legal or regulatory authority; and
16.7.3 use a reasonable degree of care which in any event will not be less than the same degree of care which the receiving party uses to protect its own confidential information to keep and ensure its employees and agents keep any and all such information confidential. This obligation will survive the termination of this Contract for a period of 5 years or, in respect of a particular item of confidential information, until such earlier time as that item of confidential information reaches the public domain other than through the receiving party’s own default.
16.8 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
16.9 This Contract shall be governed by the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the determination of any dispute arising out of or in connection with this Contract.
PART TWO – COMSUMER SALES
PLEASE NOTE CLAUSE  WHICH LIMITS OUR LIABILITY TO YOU AND CLAUSE [8.4] WHICH REMOVES YOUR RIGHT IN CERTAIN CIRCUMSTANCES TO CANCEL FOR CONVENIENCE.
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or digital content. You should note that where you are required to download software from our website which is integral to the use and functionality of the goods we sell to you, that software is referred to as “integral software”. Integral software forms part of the goods: any reference to “goods” therefore also refers to integral software unless these terms state otherwise.
Any software which is not integral software is referred to as “digital content”.
In these terms integral software and digital content are referred to together as “software”.
1.2 Software is licensed to you, and so you do not own it. Any software for which you have paid us and which you download from our website is not sold to you: it is licensed to you on the terms of the End User Licence, a copy of which can be found at https://www.sounddevices.com/eula/. Your use of any software, whether integral software or digital content, is subject to you accepting the terms of the End User Licence. You agree not to download or to use any software where you do not agree to be bound by the terms of the End User Licence.
Where you download or use any software you indicate your acceptance of the terms of the End User Licence. Please therefore read the terms of the End User Licence before you submit your order to us and before you download any software.
1.3 Why you should read these terms. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. Information about us and how to contact us:
2.1 Who we are. We are Audio Ltd, Unit 7 Century Court, Tolpits Lane, Watford, WD18 9RS. T: 44(0)1494511711. E: [email protected] a distributor for Sound Devices LLC.
2.2 How to contact us. You can contact us by telephoning our customer service team or by writing to us at our registered office address (see clause 2.1).
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1 Age minimum to place an order. You must be at least 16 years old to purchase Goods or Software from us.
3.2 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.4 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. Our products
4.1 Goods may vary slightly from their pictures. The images of the goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the goods. Your goods may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
5. Your rights to make changes
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8- Your rights to end the contract).
6. Our rights to make changes
6.1 Minor changes to the products. We may change the product:
6.1.1 to reflect changes in relevant laws and regulatory requirements; and
6.1.2 to implement minor technical adjustments and improvements, for example to address a security threat.
These changes will not affect your use of the product.
6.2 Updates to software. We may require you to update software, provided that where the software is integral software it shall not alter the use or functionality of your product, and where it is digital content it shall always match the description of it that we provided to you before you bought it.
7. Providing the products
7.1 Delivery costs. The costs of delivery of goods will be as otherwise stated in an order.
7.2 When we will provide the products.
7.2.1 If the products are goods. If the products are goods we will deliver them to you as soon as reasonably possible and in any event within [60 days] after the day on which we accept your order.
7.2.2 If the product is a one-off purchase of digital content downloaded through our website we will make the digital content available for download by you as soon as we accept your order.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
7.6 Your legal rights if we deliver goods late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
7.6.1 we have refused to deliver the goods;
7.6.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
7.6.3 you told us before we accepted your order that delivery within the delivery deadline was essential.
7.7 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.6, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.8 Ending the contract for late delivery. If you do choose to treat the contract for an order as at an end for late delivery under clause 7.6 or clause 7.7, you can cancel your order for any of the goods or reject goods that form part of the same order that have been delivered. If you wish, you can reject or cancel part of the same order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for those cancelled goods and their delivery. If the goods have been delivered to you, you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection . Please call customer services or email us (see details in clause 2.2), and visit our webpage for a return label or to arrange collection.
7.9 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
7.10 When you own goods. You own a product which is goods once we have received payment in full. Please note however that you will not own any software we provide to you, whether integrated software or digital content: any software we provide will be licensed to you under the terms of the End User Licence.
7.11 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, your delivery address for goods. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.12 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.12.1 deal with technical problems or make minor technical changes;
7.12.2 update the product to reflect changes in relevant laws and regulatory requirements;
7.12.3 make changes to the product as notified by us to you (see clause 6).
7.13 We may also revoke your licence to use the software where you have not paid for any product. We may revoke your licence to use our software. In such event, all rights granted to you under our End User Licence shall cease, you must cease all activities authorised by the End User Licence, and you must destroy all copies of our software and all of its component parts within your control.
8 Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11;
8.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.1.3 If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
8.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.4 below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
8.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control;
8.2.3 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days; or
8.2.4 you have a legal right to end the contract because of something we have done wrong including because we have delivered late (see clause 7.6).
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013) – ‘cooling-off period’. For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. Please note that this does not apply to digital content where you have downloaded it during the cooling-off period see clause 8.4(a)).
8.4 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:
8.4.1 digital content after you have started to download or stream these – please note that where you download integral software for a product which you have bought from us during the cooling-off period, you will not lose your right to return the goods; and
8.4.2 sealed audio or sealed video recordings or sealed computer software (unless it is integral software), once these products are unsealed after you receive them.
8.5 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered:
8.5.1 Have you bought goods? If so, you have 14 days after the day you (or someone you nominate) receive the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receive the last delivery to change your mind about the goods. Where you have bought goods for which you must download integral software, the 14 day time period runs from the date of delivery of the goods to which it relates.
8.5.2 Have you bought digital content? If we delivered the digital content to you immediately, and you agreed when ordering that you would lose your right to change your mind as soon as you start downloading or streaming the digital content, you will not have a right to change your mind.
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract is completed for:
8.6.1 goods when the product is delivered and paid for; or
8.6.2 digital content when the product is downloaded and paid for.
If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
8.7 How to end the contract with us (including if you have changed your mind)
8.7.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
8.7.2 Phone or email. Call customer services or email us (contact details are contained in clause 2.2). Please provide your name, home address, details of the order and, where available, your phone number and email address.
8.7.3 By post. Either complete and send to us the completed cancellation form contained in the Schedule to these terms (see below), or simply write to us at the address contained in clause 2.2 (including details of what you bought, when you ordered or received it and your name and address).
8.8 Returning goods after ending the contract. If you end the contract for any reason after goods have been dispatched to you or you have received them, you must return them to us. You must either, post them back to us at the address contained in clause 2.2 or (if they are not suitable for posting) allow us to collect them from you. Please call customer services or email us (contact details provided at clause 2.2) for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
8.9 When we will pay the costs of return. We will pay the costs of return:
8.9.1 if the goods are faulty or misdescribed; or
8.9.2 if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
8.10 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
8.11 How we will refund you. We will refund you the price you paid for the products including delivery costs (where appropriate), by the method you used for payment. However, we may make deductions from the price, as described below.
8.12 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
8.12.1 we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
8.12.2 the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
8.13 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
8.13.1 if the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 8.8 and 2.2.
8.13.2 in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
9 Our rights to end the contract
9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
9.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
9.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, the correct delivery address;
9.1.3 you do not, within a reasonable time, allow us to deliver the products to you; or
9.1.4 where you breach the terms of our End User Licence.
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract. We will not refund you for any digital content which you have downloaded.
10 If there is a problem with the product
10.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team or write to us (see clause 2.1 for details).
10.2 Summary of your legal rights where there is a fault with our goods. Where our goods (which includes integral software):
10.2.1 are faulty you can return them to us within 30 days of you receiving them, and be entitled to a full refund;
10.2.2 develop a fault within six months of you receiving them, and they cannot be repaired or replaced, then you will be entitled to a full refund; or
10.2.3 develop a fault after six months of you receiving them, please contact us (see clause 2.1 for details).
10.3 Summary of your legal rights where there is a fault with our digital content. The digital content that we sell to you under these terms must be as described, fit for purpose and of satisfactory quality:
10.3.1 if your digital content is faulty, you’re entitled to have the digital content repaired or a replaced;
10.3.2 if the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back;
10.3.3 if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to have the device repaired or compensation.
10.4 Your obligation to return rejected goods. If you wish to exercise your legal rights to reject goods you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services or email us (see clause 2.1 for details) for a return label or to arrange collection. For Add-Ons, please see clause 8.1.5 or 8.1.6 (as applicable) about what to do if you change your mind.
10.5 Faults not covered by the above rights to refund/repair/replacement. Damage caused by any repair to the products other than by us, or damage to the goods due to misuse by you or a third party, are not covered by this clause. In addition, any unauthorised service or modification of the products will void your right to a refund/repair/replacement.
11 Price and payment
11.1 Where to find the price for the product. The price of the product will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of the product advised to you is correct. However please see clause 11.3 for what happens if we discover an error in the price of the product you order. All prices are exclusive of VAT. If you purchase Software only, the price of any applicable licence will be as set out on our website. We offer the following options where Software is purchased:
11.1.1 Software provided subject to a perpetual licence;
11.1.2 Software is provided on a “rent to own” model; or
11.1.3 Software is provided on a subscription basis.
11.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
11.4 When you must pay and how you must pay. We accept payment with the credit and debit cards listed on our website. When you must pay depends on what product you are buying:
11.4.1 For goods, you must pay for the products before we despatch them. We will not charge your credit or debit card until we despatch the products to you.
11.4.2 For Ad-ons, you must pay for the products before you download them.
11.5 For Software purchased on a “rent to own” basis, fees will be payable in equal instalments over the applicable period agreed between the parties (the “Rent to Own Plan”).
11.6 For Software purchased on a subscription basis, payment of the applicable licence fees shall be in the amounts and at the times agreed between the parties (the “Commitment Subscription”).
11.7 If you purchase Software via one a Rent-to-Own Plan or a Subscription Commitment, the purchase plan will automatically renew at the end of the Commitment Subscription or Rent to Own Plan (as applicable), and you will automatically be charged licence fees for the renewed period (unless you serve notice of your intention for the purchase plan to not renew  days before expiry of the applicable term, following which the applicable purchase plan will expire on the last day of the Commitment Subscription or the Rent to Own Plan (as applicable)).
11.8 You may serve notice of your intention to cancel your current purchase plan at any time and the purchase plan will expire at the end of the applicable Rent-to-Own Plan or Commitment Subscription.
11.9 If at any time you are in breach of the terms of this agreement (including non-payment of any fees due to us), we may permanently restrict you from purchasing additional Goods or Software payment plans and we may charge you a fee to reflect any inconvenience or any costs incurred by us in the collection of the outstanding debt you owe to us.
11.10 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% above the Bank of England base rate, from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.11 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
12 How we may use your personal information
12.1 How we will use your personal information. We will use the personal information you provide to us:
12.1.1 to supply the products to you;
12.1.2 to process your payment for the products; and
12.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
13 Other important terms
13.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation, and we will ensure that the transfer will not affect your rights under the contract.
13.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
13.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
13.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
13.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law. You may bring any Legal proceedings in the courts of the country in which you are based.