Terms and Conditions
1. Definitions
1.1 In these Conditions the following expressions shall have the following meanings:
"Buyer" the person who buys or agrees to buy the Goods from the Seller; "Conditions" the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller; "Contract" the contract for the sale and purchase of the Goods; "Goods" the goods (including any instalment of the goods) which the Buyer agrees to buy from the Seller in the quantity specified by the Buyer at the time of acceptance of the order by the Seller; "Price" the price for the Goods excluding carriage, packing, insurance and VAT.
1.2 All undefined words and expressions are to be given their normal English meaning within the context of these conditions. Any dispute as to the interpretation of such undefined words and expressions shall be settled by reference to the definition in the Shorter Oxford English Dictionary
2. Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of the Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information relating to the goods within a reasonable time to enable the Seller to perform the Contract in accordance with these Conditions.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
2.4 Acceptance of the delivery of the Goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.6 No contract will subsist between you and Choraline for the sale by it to you of any product unless and until ChoraLine accepts your order and has confirmed it by dispatching to you or your nominated recipient the product it understands you ordered. Any such contract will be interpreted, construed and enforced in all respects in accordance with the laws of England and you and ChoraLine irrevocably submit to the exclusive jurisdiction of the English Courts.
3. Price and Payment
3.1 The Price of the Goods shall be (subject to the provisions of Clause 3.3 below) the price stipulated in the Seller's published price list current at the date of acceptance of the order or the price agreed in writing by the parties prior to acceptance of the order by the Seller.
3.2 The Price is inclusive of any applicable VAT which the Buyer shall be additionally liable to pay the Seller.
3.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase in cost to the Seller (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) and change in delivery dates or quantities which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure by the Buyer to give the Seller adequate information or instructions.
3.4 Unless agreed otherwise in writing by the Seller, payment of the Price (plus VAT where applicable) shall be 30 days from the end of the month of invoice. Time for payment shall be of the essence.
3.5 Interest on overdue invoices shall accrue on a daily basis from the date when payment becomes due until the date of payment at a rate of 5% above the curent base rate from the time to time in force and shall accrue at such a rate after as well as before any judgement.
3.6 If the Buyer fails to make payment on the due date then without prejudice to any of the Seller's other rights the Seller may:
3.6.1 charge the Buyer for expenses and legal costs incurred by the Seller in taking steps, including court action, to obtain payment:
3.6.2 suspend or cancel deliveries of the Goods due to the Buyer; and /or
3.6.3 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
4. Warranties and Liability
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller and shall be of satisfactory quality. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions and terms relating to fitness for purpose, satisfactory quality or condition of the Goods whether implied by statute or common law or otherwise are excluded.
5. Delivery of the Goods
5.1 Unless instructed otherwise by the Buyer the Seller shall arrange for carriage of the Goods to the Buyers address on the delivery date which shall be specified by the Seller.
5.2 Unless agreed otherwise by the parties before the acceptance of the order by the Seller the Buyer shall be liable to pay the Seller's charges for transport packaging and insurance without set-off or other withholding whatever and such charges shall be due on the date for payment of the Price.
5.3 The Seller may deliver the Goods by several instalments.
5.4 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.5 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 however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing.
5.6 All hired products and materials shall be returned to the Seller undamaged failing which the Seller reserves the right to make a charge for the cost thereof.
6. Acceptance of the Goods
6.1 The Buyer shall be entitled to reject Goods that have been supplied in error or that are defective provided that the Buyer notifies the seller of such error or defect within forty-eight hours of delivery of the Goods or (where the error, fault or defect was not apparent on reasonable inspection) within 2 weeks after discovery of the error or defect.
6.2 The Buyer shall notify the Seller in writing of any shortages in Goods delivered within forty-eight hours.
6.3 Where any valid claim in respect of any of the Goods is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods free of charge or, at the Seller's sole discretion, refund to the Buyer the Price (or a proportionate part of the Price) but the Seller shall have no further liability to the Buyer.
6.4 If delivery is not refused and the Buyer does not notify the Seller in accordance with clause 6.1 the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for any such error or defect and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
6.5 The Seller reserves the right to refuse all or any other Goods returned by the Buyer to the Seller.
7. Title and Risk
7.1 The risk in the Goods shall pass to the Buyer upon delivery taking place. 7.2 In spite of delivery having been made, property in the Goods shall not pass from the Seller until:" 7.2.1 the Seller has received in cash or cleared funds payment in full of the Price; and 7.2.2 no other sums whatever shall be due from the Buyer to the Seller.
7.3 Until property in the Goods passes to the Buyer in accordance with clause 7.1 the Buyer shall hold the Goods and each of them on trust as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identifiable as the Seller's property.
7.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise shall be held in trust for the Seller and shall not be mixed with other money paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
7.5 The Seller shall be entitled to recover the Price (plus VAT where applicable) notwithstanding that property on any of the Goods has not passed from the Seller.
7.6 Until such time as property in the Goods passes from the seller the Buyer shall upon request deliver to the Seller such Goods that have not ceased to be in existence or resold. If the Buyer fails to do so, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and repossess the Goods. On the making of such requests the rights of the Buyer under clause 7.4 shall cease.
7.7 The Buyer shall not pledge or in any way charge by the way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to other rights of the Seller, if the Buyer does so all sums owing by the Buyer to the seller shall forthwith become due and payable.
8. Limitation of Liability
8.1 Except in respect of death or personal injury caused by the Seller's negligence and notwithstanding anything contained in these Conditions, in no circumstances shall the Seller be liable by reason of any representation (unless fraudulent) or in contract, tort (including negligence or breach of statutory duty) or otherwise however caused for any:
8.1.1 loss of profit, business, contracts, revenues or anticipated
savings;
8.1.2 special, indirect or consequential damage of any nature;
8.1.3 costs, expenses or other claims for compensation; that arise out of or in connection with the supply or the Goods or their use or
resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the Price.
8.2 Neither party shall be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or any other event beyond the reasonable control of either party.
9. Cancellation
"In the event that the Buyer cancels an order that has been accepted by the Seller prior to the delivery date, the Buyer shall pay to the Seller such charges as the Seller shall reasonably determine in respect of any materials, orders and labour expended in relation to that order."
10. Intellectual Property
The Buyer shall strictly observe and honour all patents, registered and unregistered designs, copyright and other intellectual property protection owned by the Seller in relation to the Goods and the Buyer shall not do any act which would or might infringe or be inconsistent with such rights. "ChoraLine" trademarks or registered trademarks of ChoraLine. Other product or company names mentioned on the Website may be trademarks or registered trademarks of their respective owners.
11. Copyright
All Website design, text, graphics, the selection and arrangement thereof and all software compilations, underlying source code, software (including applets) and all other material on this Website are copyright ChoraLine and its affiliates or their content and technology providers. ALL RIGHTS RESERVED. Permission is granted to electronically copy and to print in hard copy portions of this Website for the sole purpose of placing an order with ChoraLine or using the Website as a shopping resource. Any other use of materials on this Website - including reproduction for purposes other than those noted above, modification, distribution, or re-publication - without the prior written permission of ChoraLine is strictly prohibited.
12. Proper Law of Contract
The contract is subject to English Law.
Disclaimer
TO THE FULLEST EXTENT PERMITTED AT LAW, CHORALINE IS PROVIDING THIS WEBSITE AND ITS CONTENT ON AN "AS IS" BASIS AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED IN THIS SITE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, MUSIC DYNAMICS LIMITED DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS WEBSITE IS ACCURATE, COMPLETE OR CURRENT. Price and availability information is subject to change without notice.
Except as specifically stated on this Website, to the fullest extent permitted at law, neither ChoraLine nor any of its affiliates, directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this Website or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property or claims of third parties. For the avoidance of doubt, ChoraLine does not limit its liability for death or personal injury to the extent only that it arises as a result of the negligence of ChoraLine, its affiliates, directors, employees or other representatives.
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