In these Terms, unless the context otherwise requires:
- Company means Nick Swinglehurst.
- Buyer means the person or company buying the goods from the Company.
- Goods mean the services, products and/or leases being purchased by the Buyer from the Company.
- Contract means the contract between the Company and the Buyer for the purchase of the goods as discussed in person, verbally or in writing prior to the date of acceptance.
- Date of contract shall be the date of acceptance.
- Contract period means the time from the date of acceptance to the date of delivery of the Goods to the Buyer’s satisfaction, at which point the Company’s obligations are complete. The Buyer’s obligations shall be complete once full payment is received by the Company.
- Price means the price of goods as agreed between the Buyer and the Company on or before the date of the acceptance.
- Person includes a corporation, association, firm, company, partnership or individual.
- Quotation shall mean the Price on offer for a fixed term of no more than one calendar month from the date of issue.
The Buyer may request a Quotation from the Company setting out the price, quantity, delivery specifications and other details of the Goods to be supplied. If the Quotation is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe.
If any instruction is received by the Company from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
4. Terms and Conditions
These terms and conditions and any subsequent terms and conditions issued by the Company shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions. Any variation to these terms and conditions shall be agreed between the Buyer and the Company in writing or by email, before or after the Date of contract and prior to the issue of invoices by the Company.
- The Price shall be as indicated in writing on or before the date of acceptance, and subsequently on invoices provided by the Company to the Buyer in respect of products and/or services supplied.
- Any changes in Price occurring after the date of acceptance and before the issuing of invoices shall be notified by the Company to the Buyer in writing, on email or verbally in a timely manner.
- The Buyer agrees that the cost Price shall be determined by the Company, and shall take into consideration “one-off” costs such as physical media, hardware leases and stock licensing. The Company will notify the Buyer of any such costs in writing or on email in a timely manner.
- In the case of Goods or services purchased pro rata (i.e. at a daily or hourly rate) unlimited changes and feedback will be accommodated.
- In the case of Goods or services purchased at a flat fee, rather than pro rata, the Company provides for two rounds of feedback after initial delivery. These rounds of feedback provisionally represent 1) Initial Feedback being given to the Company by the first point of contact of the Buyer, being the Director, Producer or other representative of the Buyer, and then 2) Client Feedback in the interests of the client, agency or any other representative of the Buyer. Beyond this, the Company retains at its discretion the right to implement a surcharge for successive rounds of changes after the two included rounds of feedback, or for changes to specifications after the contract has been agreed.
- The timeframe for delivery of Goods shall be agreed between the Buyer and the Company prior to commencement of work, and this timeframe shall remain flexible throughout the Contract according to the requirements of the Contract, within certain constraints and with reasonable notice, by mutual discussion and agreement between the Buyer and the Company.
6. Payment, Late Payment, Default of Payment and Consequences of Default of Payment
- The method of payment will solely be online direct bank transfer according to the payment information supplied on invoices supplied by the Company. Any other forms of payment must be agreed to in advance between the Buyer and the Company, and may incur a surcharge as specified in the payment information.
- Subject to any provision to the contrary in the Contract, payment shall be received on or before the date one calendar month following the date of the Company’s invoice to the Buyer, which shall be issued promptly on or after delivery of goods.
- Without prejudice to any other remedies the Company may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Company will not be liable to the Buyer for any loss or damage the Buyer suffers because the Company exercised its rights under this clause.
- In the event that:
- any money payable to the Company becomes overdue; or
- in the Company’s opinion the Buyer will be unable to meet its payments as they fall due; or
- the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer
then, without prejudice to the Company’s other remedies at law,
- the Company shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and
- all amounts owing to the Company shall, whether or not due for payment, immediately become payable.
- If all or part of the amount payable becomes more than 60 (sixty) days overdue, then
- the Company reserves the right to pursue any available means to secure the amount payable, including but not limited to debt collection and legal proceedings, and the Buyer shall become liable for any administration fees, service charges, legal costs or other related charges incurred as a result of undertaking such means; and
- interest will accrue at the rate of 20% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company, but without prejudice to the Company’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
7. Governing laws
These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
8. Dispute resolution
The Company will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
9. Reservation of title
Ownership and title of the goods remains with the Company until the purchased price and all other monies owing by the Buyer, under the contract or any other contract to The Company, have been paid in full.
The Company warrants that it will repair or make good any defects in the goods, if written notice of the claim is received by the Company within seven (7) days from the date the goods were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by the Company, or if the defective goods have been modified or incorrectly stored, maintained or used. If the Company elects to repair or replace any defective goods, such work shall be undertaken at such place as the Company may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified.
The Company shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of the Company’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Company, its servants, agents or contractors, nor shall the Company be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify the Company against any claim by any such person.
Terms updated April 2016.