1. Definitions.
1.1 “The Seller” shall mean Tracks Music Limited situated at 18 Caxton Hill, Hertford, Herts SG13 7NF or its assignees or successors in title.
1.2 “The Buyer” shall mean any person, firm or corporate body purchasing goods from the Seller.
1.3 “Goods” shall mean all recorded material and any other goods and materials (including but not limited to tapes cassettes compact discs, DVDs and videos) together with their packaging.
1.4 “Conditions” shall mean these Terms of Trading & Conditions of Sale set out herein.
2. Extent of Contract.
2.1 Unless otherwise expressly agreed in writing by the Seller these Conditions, which supersede any earlier conditions of the Seller, shall override any terms or conditions stipulated or referred to by the Buyer. By placing an order with the Seller the Buyer acknowledges that these conditions will apply to any resulting Contract.
2.2 Acceptance by the Seller may be oral, by written acknowledgement, by telephone or other electronic communication or failing such by delivery of all or part of the Goods to the Buyer pursuant to an order.
2.3 The Seller will not be bound by any variation of these Conditions unless agreed in writing by them. Any variation or modification of these Conditions made by the Seller shall be notified to the Buyer in writing and shall apply to all Goods ordered by the Buyer following issue of such notification. No servant or agent of the Seller has power or authority to vary these conditions orally or to make representations or promises about the conditions of the Goods their fitness for any purpose or any other matter whatsoever.
2.4 The construction validity and performance of these Conditions and any contact between the Seller and the Buyer shall be governed by English Law.
3. Performance.
The Seller will use its reasonable endeavours to fulfil orders within a reasonable time of receipt.
4. Cancellation.
4.1 No cancellation or variation of the whole or any part of the order by the Buyer is permitted except where expressly agreed by the Seller.
4.2 The consent of the Seller to cancellation or variation of the order shall not in any way prejudice the Seller’s right to recover from the Buyer full compensation for any loss or expense arising from such cancellation or variation on an indemnity basis.
4.3 Where the Goods are returned by the Buyer without the Seller’s consent they will not be accepted for credit.
5. Prices
Goods will be charged at the prices ruling on the date of despatch by the Seller, even when variations are implemented by the Seller after the date on which the order is placed. VAT will be applied to all invoiced sums at the rate in force at the date of invoice.
6. Title and Risk.
6.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer.
6.2 The ownership of the Goods shall remain with the Seller until the Buyer has paid all liquidated sums owned by the Buyer to the Seller whether in respect of this order or otherwise.
6.3 The Goods shall be stored on the Buyer’s premises separately from any other goods and the Buyer shall not interfere with any identification marks or serial numbers on the Goods.
6.4 The Buyer is licensed by the Seller to use or agree to sell the Goods delivered to the Buyer subject to the express conditions that the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for the Seller and not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Seller’s money.
6.5 Until title to the Goods passes, without prejudice to any other rights of the Seller, the Seller may at any time revoke the power of sale and use contained in clause 6.4 above by notice to the Buyer.
6.6 If the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller whether in respect of the Goods or otherwise or if the Seller has bona fide doubts as to the solvency of the Buyer, the power of sale and use contained in clause 6.4 is automatically revoked without the Seller being required to give notice to the Buyer, whereupon the Buyer shall deliver up such Goods to the Seller on demand.
6.7 The Seller may at any time recover and re-sell Goods in which title shall not have passed to the Buyer. The Seller by its servants and agents shall be entitled to access to the Buyer’s premises or those to which the Buyer has a right of access where the Goods or some of them are stored or thought to be stored for the purpose of inspection or re-possession at any time.
6.8 Risk in the Goods shall revert to the Seller following re-possession but not otherwise.
6.9 The Buyer shall indemnify the Seller against any costs, expenses or losses incurred or sustained by the Seller in exercise of the Seller’s rights under this order.
6.10 If the Buyer shall become bankrupt or insolvent, or have a receiving order or administration order made against him or compound with his creditors, or, being a corporation, commence to be wound up, not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, or the Seller has bona fide doubts as to the solvency of the Buyer all sums payable to the Seller by the Buyer in respect of the Goods or otherwise shall become due and payable forthwith without requirement for any notice to be given and the Seller shall be released from its obligation to deliver such of the Goods as remain undelivered save on terms acceptable to the Seller, or if the Goods of any of them shall have been delivered, the power of sale and use contained in clause 6.4 above shall be deemed revoked forthwith, and the Goods shall be delivered up to the Seller.
6.11 The giving of time or indulgence or the failure by the Seller to exercise any right it may have or enforce any obligation of the Buyer shall not prejudice the future exercise or enforcement thereof or any other right or rights of the Seller.
7. Delivery.
7.1 Although the Seller endeavours to despatch orders accepted by it on the same day, subject to stock availability, any times or dates for despatch or delivery quoted by the Seller or assumed by the Buyer, whether pursuant to these Conditions or otherwise, shall not form part of the Contract and the Buyer acknowledges that in the performance expected by the Seller no regard has been made to such times or dates and no liability shall be accepted by the Seller for any loss whatsoever suffered or caused by late delivery or non delivery and time of delivery shall not be of the essence.
7.2 Delivery will be deemed to have been effected when the Goods leave the premises of the Seller or, as the case may be, the premises of the suppliers to the Seller in circumstances where the Goods are delivered direct from such suppliers or, where the Goods are not delivered by the Seller, but an independent carrier, delivery of the Goods by the Seller to the carrier shall be delivery to the Buyer.
7.3 The Seller reserves the right to make delivery by instalments and tender a separate invoice in respect of each instalment.
7.4 The Buyer shall procure the signature of the Seller’s delivery note as acknowledgement of delivery.
7.5 If the Buyer wishes to claim that there is any shortage on the delivery of any Goods or that any of the Goods are delivered damaged, the Buyer shall give notice to the Seller by telephone within 24 hours and in writing to the seller within 5 days after the date of delivery, failing which the Goods shall be deemed to have been delivered undamaged and in accordance with the delivery documents.
7.6 If short delivery does take place, the Buyer shall not reject the Goods but shall accept the Goods delivered as a part performance of the order.
7.7 If short delivery or damaged Goods are complained of, the Seller shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Seller before any use or sale thereof is made by the Buyer.
7.8 The liability of the Seller for short delivery or damaged Goods shall be strictly limited to the provision of any Goods not delivered or the replacement or, at the Seller’s option, repair of any damaged Goods.
7.9 If the Buyer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
7.10 If the Buyer fails to take delivery on the agreed delivery date, or if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to sell the Goods to another party ready, willing and able to purchase the Goods.
8. Payment.
8.1 The Seller will accept payment by all major credit cards, debit cards, cheques in GB pounds, banker’s drafts and various methods of electronic bank transfers.
8.2 With prior agreement between the Seller and the Buyer, payment may be accepted by cash in GB Pounds and Euros.
8.3 The Buyer shall not be entitled to withhold payment of any amount payable by reason or any dispute or claim by the Buyer.
8.4 The Buyer shall not be entitled to set off against any amount payable any amount due by the Seller to the Buyer under any other agreement.
8.5 In the case of short delivery, partial delivery or delivery of damaged Goods, the Buyer shall remain liable to pay the full invoice price of all Goods delivered or available for delivery.
8.6 The Buyer shall reimburse to the Seller the entire cost of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer or any costs it may reasonably incur in collecting any overdue payment whether by legal proceedings or otherwise.
9. Protection of Seller’s Rights.
The Buyer can not, nor can it authorise to permit any other person to copy, duplicate, cut out and/or alter the Goods or any of them or any part or parts thereof or copy, duplicate, remove, deface, obscure or alter any of the packaging promotional or advertising material supplied by the Seller relating to any of the Goods.
10. Returns Policy.
The Buyer must request authorisation by telephone (44 (0)1992 589294) or email, to return faulty Goods within 5 days of receipt. No Goods will be accepted without prior authorisation. Returned Goods must be accompanied with description of fault.
11. Force Majeure.
The Seller shall not be liable for any failure to deliver or delay in delivery of the Goods arising from circumstances outside its control, including but not limited to lock-outs, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components.