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Terms and Conditions 1. Definitions: "Company" means GREGORY AUDIO VISUAL LTD, (registered number: 4343246. Registered office: 190a St Aidans Avenue, Mill Hill, Blackburn BB2 4EA Email: sales@Gregoryav.co.uk.co.uk 2. Conditions: All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions. If there is any conflict between, these Conditions will prevail unless the Company agrees otherwise in writing. Please note that these terms and conditions are updated from time to time. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company. 3. Prices: Prices for Supplies/Goods are in £ sterling, exclusive of VAT, which will be added at the time of dispatch. The Company has used all reasonable endeavours to ensure that the prices for the Supplies applicable as at the date of issue of these Conditions are accurately set out but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. 4. Payment:: Payment is due upon ordering unless otherwise agreed (such as 30 day account). The Company reserves the right to request payment in advance in relation to any order. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to: i. cancels the order or suspend any further deliveries or performance; ii. appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and iii. charge interest (both before and after any judgement) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment is made in full. The Company reserves the right to charge for copy invoices or credit notes at the rate of £1.00 per copy where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer statutory compensation in accordance with the Late Payment of Commercial Debts Regulations 2002. The statutory compensation shall become payable immediately when legal action is commenced, whether demanded or not, and may be claimed within the legal action. 5. New accounts: A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time. 6. Orders: The Company reserves the right to decline to trade with any company or person or to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a valid landline phone number or the prior receipt of cleared funds by the Company) where the Company considers it reasonably necessary for security or fraud prevention purposes. To avoid duplication, written confirmation of telephone orders must be clearly marked 'Confirmation only'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. Once accepted, no order may be cancelled without the prior written agreement of a director of the Company. Orders for Goods are accepted by the Company by dispatching the Goods provided, however, that dispatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order. At the date of issue of these Conditions, the following Small Order Handling Charges apply for customers in the UK including all Direct Ship orders: 7. Delivery: Save as set out below, the Company will use all reasonable endeavours to dispatch Goods ordered within 1 working day unless the items ordered have to be ordered in. The Company reserves the right generally to change its policy on charges for delivery (including imposing charges on orders not yet placed and accepted by the Company) at any time and to pass on any fuel surcharges imposed on it. The Company reserves the right to levy a delivery and/or handling charge in the amount notified to the Customer prior to dispatch for delivery of heavy or bulky items. Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates, but in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence. The Company reserves the right to delay dispatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment has been received in cleared funds in full. Where dispatch is delayed for such reasons the Company will use reasonable endeavours to inform the Customer. 8. Inspection, defects and non-delivery: The Customer must inspect the Supplies as soon as is reasonably practicable after delivery, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 10 days of such date. The Company does not write software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used. The quantity of any consignment of Goods, as recorded by the Company upon dispatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 5 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies. 9. Returns: For customers in the UK, no order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Customer must obtain a returns authorisation number from the Company prior to returning the Goods. Goods must then be returned, at the Customer's risk and expense, for receipt by the Company within 14 days of their delivery by the Company and must be undamaged, in re-saleable condition and in original packaging (which shall include any of the Company's outer packaging). The Customer should return the Goods to "The Returns Department, GREGORY AUDIO VISUAL LTD. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Certain Goods are excluded from this right of return, including software, manuals which have been opened and specially constructed items. Goods returned after 14 days as 'unwanted' or 'incorrectly ordered' may be accepted at the discretion of the Company but will be subject to a restocking fee of 30% of the invoice value of the Goods. Goods that consist of software, are specially constructed or contain any of the hazardous substances may not be returned. Any static-sensitive Goods supplied in sealed packaging may not be returned if the blister or 'peel' packs in which they are supplied have been opened, tampered with or damaged. 10. Consumer Contracts Regulations: If the Customer is buying as a “consumer” (as defined in The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer may, within 14 days after the day of delivery of the Goods, cancel its contract for the Goods by notifying the Company (by completion of a cancellation form provided by the Company or by otherwise informing the Company in writing). Provided the Customer has cancelled its contract in accordance with this Condition 10, the Customer may return the Goods and be repaid the price paid by the Customer in respect of the Goods (less any deduction required in the event that there is a loss in value of the Goods if the loss is the result of unnecessary handling by the Customer). The Customer is responsible for the payment of all costs of returning the Goods. In respect of certain Goods, the Company may prefer to arrange collection itself in which case the Customer will: (i) allow the Company to collect the Goods, (ii) assist in the arrangements for the Goods’ collection and (iii) bear all reasonable costs of collection of the Goods. The Customer is responsible for the care and custody of the Goods pending return or collection. The Company will refund to the Customer the price paid in respect of the Goods (less any deduction for loss in value of the Goods) no later than 14 days after receipt of Goods. 11. Description: All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details, including any statements as to compliance with legislation or regulation (together, "Descriptions") wherever they are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Descriptions of any Goods differ from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation. Customers are recommended to check the Company's website for the latest Descriptions of the Goods, in particular (but without limitation) with regard to statements regarding RoHS. 12. Risk and ownership: The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer. 13. Quality Assurance: All Goods have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001, unless indicated otherwise on the dispatch documentation. Further details can be obtained from our telephone sales office at the time of ordering. 14. Performance and fitness for purpose: Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. The liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable. 15. Warranty/Guarantee: The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. Not all Goods are supplied with a manufacturer's or Company guarantee and guarantees which may be provided by manufacturers will vary in duration. It is the Customer's responsibility to check at the time of purchase as to the applicability of the Company's guarantee and/or the terms of any manufacturer's guarantee. Where the Company's guarantee is provided, the Company will, free of charge, repair or, at the Company's option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. If the Goods are found by the Company not to be damaged or defective then the Company will be entitled to return the Goods to the Customer at the Customer's sole expense. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error. This obligation will not apply: if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company; because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods; if the Customer has failed to notify the Company of any defect in accordance with Condition where the defect should have been reasonably apparent on reasonable inspection; or if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of dispatch of the Goods or performance of the Services. Any replacement Supplies made or Goods repaired will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company. The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement. The Customer shall ensure that the Company's employees agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company's arrival on site. Except as set out in 16 (i) below and 8 above, this Condition is the Company's sole obligation and the Customer's sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded. 16. Liability: (i) The Company does not exclude its liability to the Customer: For breach of the Company's obligations under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982; For personal injury or death arising as a result of the Company's negligence; Under section 2(3) Consumer Protection Act 1987; For breach of the statutory implied conditions in sections 13,14 and 15 of the Sale of Goods Act 1979 where the Customer deals as a 'consumer' as defined in the Unfair Contract Terms Act 1997; For any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company's employees, agents or sub-contractors; . Any breach by the Company of any of the express or implied terms of the Contract; Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies; Any acts or omissions of the Company at the Customer's premises; Any statement made or not made or advice given or not given by or on behalf of the Company; or And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 14) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer. Save as set out in condition 16(ii) the Company's total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies. Each of the Company's employees, agents and subcontractors may rely on and enforce the exclusions and restrictions of liability in Conditions 8, 11, 14, 15 and 16 in that person's own name and for that person's own benefit. 17. Intellectual property rights: No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer's ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. In particular, without limiting the above, title in any software program forming part of the Goods is reserved to the Company and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable. Such programs may be used only with the Goods. 18. Use of Personal Data: The Company handles personal data in accordance with applicable personal data protection laws, the terms of its privacy policy and the consents it has received from each personal data owner. The company’s privacy policy outlines how and the purpose for which the company manages, collects, uses and transfers personal data. 19. Promotions: In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material. 20. Force majeure: The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under this Contract if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract. 21. Recording of communications: The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes. 22. Legal construction: All Contracts shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction. 23. General: Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply. The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group (as defined in section 53(1) of the Companies Act 1989) at any time. Except as set out in Condition 16, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. These Conditions supersede all previous issues.
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