Raw Power Pro Sound Ltd.

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Raw Power Pro Sound Ltd.. Sale Terms & ConditionsRaw Power Pro Sound Ltd.. Sale Terms & ConditionsRaw Power Pro Sound Ltd.. Sale Terms & Conditions

Terms and Conditions of Sale

By purchasing products from or using the services of Raw Power Pro Sound Limited you agree to be bound by the following terms and conditions:

1. These terms shall apply to all quotations given and all contracts made or to be made by Raw Power Pro Sound Limited ("the seller") for the sale of goods ("goods"). No alteration or qualifications of these terms, whether issued by the person with whom the Seller is contracting ("the buyer") or contained in the Buyer's order or otherwise, shall be effective unless expressively accepted by the Seller in writing. Any terms or conditions submitted proposed or stipulated by the Buyer in whatever form and at whatever time, whether written or oral are expressively waived and excluded.

2. No one has the Seller's authority to vary, waive or modify these terms or any of them or to make representation relating to the goods or to the performance of this contract except a director of the Seller acting in writing.

3. This contract is made on the basis (which the Buyer represents and confirms to be correct) that no representation of any kind whatsoever relating to the goods or to the performance of this contract have been made or purportedly made by or on the behalf of the Seller except (if such be the case) by a director of the Seller in writing.

4. The Buyer assumes entire responsibility for the goods being suitable for his or any particular purpose and no terms whatsoever may be implied herein as to their suitability for any such purpose.

5 (a). In this event that any of the goods are shown to be defective on leaving the Seller's works, the Seller will upon such goods being returned (carriage paid) to its works give credit for the price paid for them or (as its option) repair or replace the same and the Seller shall not be under any other liability whatsoever for any defects in the goods provided always that its liability hereunder shall not arise unless the Buyer has within 14 days of delivery of the goods for externally visible damage or within six months for other claims made a written claim to the Seller setting out fully and in detail the nature of the alleged defects.

5 (b). No claim will be met by the Seller if, in its opinion, the goods have been misused or subjected to neglect, carelessness or abnormal conditions or involved in any accident or attempt to repair, replacement or modification or dealt with contrary to any directions issued by the Seller.

5 (c). Without limiting the foregoing, in no circumstances will the Seller's liability for breach of this contract or for any misrepresentation or for any claim in connection with this contract exceed the invoice value of the goods to which such claim relates.

5 (d). To this extent permitted by law, all conditions, warranties or obligations whether express or implied by statue, common law or otherwise are excluded and subject thereto the Seller shall not be under any liability claims for loss or profit or arising out of or in connection with any loss of or injury to or damage whether to persons or to property.

6. These terms shall be construed subject to the provisions of any written guarantee given by the Seller in respect of the goods at the time of delivery of the same to the Buyer. To the extent only that there shall be any conflict with such terms, the provisions of the written guarantee shall apply.

7. All goods are supplied cash against tender of delivery unless the Buyer has been notified by the Seller that an approved monthly credit account has been opened. Time for payment shall be of the essence in any contract for sale of the goods and payment shall in all cases be made in full without any deduction or set-off for counterclaim. The Seller shall not be bound to deliver any goods until it shall have received such payment and the Seller shall be deemed to have made sufficient tender of the goods if it has notified the Buyer that the goods are ready for delivery. The Seller reserves the right to terminate any approved monthly or other credit account at any time without notice and any delivery on credit or against a cheque shall not prejudice the Seller's right to refuse to make further deliveries except cash payment.

8 (a). Notwithstanding delivery the property of the goods will remain with the Seller and subject to the following provisions of this paragraph the Buyer will hold the goods as bailee for the Seller until payment in full of the price for the goods and all other sums due from the Buyer to the Seller on any account whatsoever (in this paragraph referred to as "payment").

8 (b). If the Buyer (before payment) sells the goods to any third party it shall, as between the Buyer and such third party, sell as principal but as between the Buyer and the Seller, the Buyer shall sell as fiduciary agent of the Seller.

8 (c). The Buyer shall hold such part of the proceeds of any such sale as equates to the aggregate amount due from the Buyer to the Seller on any account whatsoever separate and for the Seller's account pending payment or shall if the Seller so requires authorise and direct such third party to pay to the Seller a like part of the sum due to the Buyer in respect of the goods so sold and assign to the Seller such part of the debt owed to the Buyer by such third party.

8 (d). The Buyer shall keep the goods in good condition, and separate and clearly identified as the property of the Seller until payment.

8 (e). After delivery and until payment the Buyer shall keep the goods fully insured and if the goods are lost, damaged or destroyed shall hold the proceeds of insurance for and to the order of the Seller pending payment.

8 (f). The Seller may at any time without notice recover possession of the goods the property of the Seller and the Buyer grants to the Seller irrevocable license to enter for that purpose any premises then occupied by the Buyer.

8 (g). The Seller shall be entitled to maintain an action for the price of the goods, notwithstanding that the property is them has not passed to the Buyer.

9. Unless otherwise stated in writing prices exclude the cost of carriage which must be paid with payment for the goods. Prices are also exclusive of value added tax which, where applicable, will be separately charged at the appropriate rate.

10. The Seller may modify without notice existing designs and specifications from time to time as it may in its sole discretion consider expedient.

11. Notwithstanding that any item of the goods has at any time been shown to the Buyer, this contract does not constitute a sale by sample.

12. On the happening of any of the following events, namely:

  • (a) If the Buyer is in any way whatever in breach of any of the terms of this contract and in particular (but without limiting the foregoing) if the Buyer fails to make payment when due;
  • (b) if the Buyer shall cease or threaten to cease to carry on the whole or any part of its business or shall be unable to pay its debts within the meaning of Sections 123 and 268 of the Insolvency Act 1986 ("the act") or any statutory modification of re-enactment of the same;
  • (c) if any distress, execution, sequestration or other process is levied or enforced upon or sued out against property of the Buyer and is not paid out or discharged with 7 days;
  • (d) if, in the case of the Buyer being an individual or partnership, there is presented to the courts a petition for a bankruptcy order in respect of that individual or any one or more of the individuals in such partnership or such individuals or such one or more individuals shall make a proposal for a voluntary arrangement as defined in Section 253 of the Act or shall enter into any other arrangement with his creditors or shall take or suffer any other action in consequence of debt; or
  • (e) if, in the case of the Buyer being a company, it shall pass s resolution for winding-up (other than for the purpose of and followed by a reconstruction of amalgamation) or shall summon a meeting to pass any such resolution or shall have a petition for a winding-up order presented against it or shall have a petition for an administration order presented in relation to it or a receiver shall be appointed of all or any part of its property assets or undertaking or a proposal shall be made for a voluntary arrangement as defined in the Section 1 of the Act or shall enter into any other arrangement with its creditors or take or suffer any other action in consequence of debt, then the Seller shall be entitled (as its sole option):-
    • (i) either (A) forthwith to treat the whole contract as repudiated and terminated and to claim damages for any loss cause to the Seller by such termination or
    • (B) to require as a condition precedent to the making of any further deliveries under this contract or any other contract it may have with the buyer the payment forthwith to the Seller or the unpaid price of any deliveries already made (whether or not such price would otherwise be due for payment) together with the whole price of further deliveries and, in default of such payment in full, to exercise the light right to that set out in (A) in relation to this or any other such contract; and
    • (ii) in addition to any right of lien to which it may be entitled by law, to general lien on all goods of the Buyer in the Seller's possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and / or delivered to the Buyer by the Seller under the same or any other contract;
  • The exercise of any of the rights of the Seller under this paragraph shall not prejudice the exercise of any of its other rights given hereunder or at Common Law;

13. In the event of any increase of the Seller's cost of carrying out this contract (including but not limited to the cost of materials, labour, transport or insurance, variations in tax or duty or alterations of exchange rates) between the date of this contract and the date of delivery of the goods, the price of the goods may (at the Seller's sole option) be increased by the Seller without notice by an amount sufficienct to compensate it for such increase.

14. The Seller shall not be responsible if the performance of any of its obligations hereunder is prevented, hindered, delayed or in any way interfered with whether directly or indirectly by reason of war, act of terrorism, civil commotion, strike, lockout or any other industrial dispute, flood, fire, bad weather, accident or stoppage to works, machinery breakdowns, shortage of or difficulty in obtaining labour, materials, equipment, fuel, power, transport or by reason of any cause whatsoever beyond the Seller's reasonable control or that of its sub-contractors (however remote) or suppliers and in the event of such prevention hinderance delay or interference the Seller may defer or determine this contract or any part of it without liability to the Buyer and without prejudice to its other rights. Any of the causes enumerated herein shall be deemed to prevent, hinder, delay or otherwise interfere with the Seller or its sub-contractors or suppliers if it effects the performance of the aggregate of their obligations both under this and other contracts whether with the Buyer, the Seller or third parties. The time of delivery shall never be or become of the essence of this contract.

15. The Seller's consent in writing must be obtained for the supply outside the European Commission of any goods supplied hereunder except where such goods are supplied as an integral part of electronic equipment. The Buyer hereby undertakes to obtain a like covenant from any person to whom it may supply such goods except where such goods are supplied by it as an integral part of electronic equipment.

16. This contract may not be cancelled by the Buyer except with the Seller's written consent and on terms specified by the Seller.

17. The Buyer shall not assign or transfer or purport to assign or transfer any contract to which where terms apply or benefit thereof to any other person.

18. This contract shall be governed by English law and any legal proceedings against the Seller shall take place only in the Courts in England.