Terms and Conditions of Sale

1. Definitions

"The Company" means Office Acoustix Ltd
"The Purchaser" means the person, firm or company to be supplied with the goods by the Company.
"Goods" means the goods, materials and/or items to be supplied and/or services to be rendered pursuant to the Contract.
"The Contract" means the contract for sale and purchase of the Goods made between the Company and the Purchaser to which these Conditions apply.

2. Scope

These conditions apply to all sales of Goods by the Company and shall prevail over any inconsistent terms or conditions referred to in the Purchaser's order or in correspondence or elsewhere unless specifically agreed to in writing by a director of the Company and any conditions or stipulations to the contrary are hereby excluded or extinguished.

3. Quotations

A quotation by the company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company's acceptance of the Purchaser's order.

4. Prices

4.1 Unless the prices quoted are stated to be fixed the prices payable for the Goods shall be those charged by the Company at the time of despatch so that the Company shall have the right at any time to revise quoted prices to take account of increases in costs including (without limitation) any foreign exchange fluctuation, currency regulation, alteration in duties, increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications with the Goods ordered by the Purchaser, or any delay caused by any instructions from the Purchaser or failure by the Purchaser to give the Company adequate information or instructions.
4.2 Quoted prices are exclusive of Value Added Tax and any other duty levy or tax assessed against the Goods by any Government or other authority.

5. Terms of Payment

5.1 Payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set off no later than 30 days from the date of receipt of a valid invoice by the Purchaser following completion of the delivery and/or installation of the Goods in accordance with the order form.
5.2 Any extension of credit allowed to the Purchaser may be changed or withdrawn at any time by written notification from the Company to the Purchaser to take effect immediately.
5.3 The Company shall have the right to charge interest on overdue accounts at the rate of 4% above the Bank of England base rate from time to time to run from the due date for payment thereof until receipt by the Company of cleared funds for the full amount due whether or not after judgement.
5.4 In any case where the Purchaser is resident outside the United Kingdom and unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit satisfactory to the Company established by the Purchaser in favour of the Company immediately upon receipt of the Company's Acknowledgement of Order and confirmed by a United Kingdom Bank acceptable to the Company. The letter of credit shall be for the Contract price inclusive of any tax or duty and all costs incurred by the Company in agreeing and establishing such letter of credit and shall be valid for the period specified by the Company. The Company shall be entitled to payment on presentation to such United Kingdom Bank of the documents specified in the letter of credit.

6. Delivery

6.1 Delivery dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect. The Company shall not be under any liability to the Purchaser in respect of any delay in delivery outside of the reasonable control of the Company.
6.2 Subject to the Company providing the Purchaser with at least 5 business days’ notice of the date of any delivery of the Goods: (i) in the event of the Purchaser failing to accept any delivery of the Goods in accordance with the Contract the Company shall be entitled at its option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract; (ii) the Company shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and the Purchaser shall in addition to the invoice price pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure; and (iii) the Company shall be entitled after the expiration of 3 months from the date upon which the invoice became payable to dispose of the Goods in such manner as the Company may determine.

7. Installation

Where the Goods supplied include installation by the Company, the following provisions apply, subject to the Company providing the Purchaser with at least 5 business days’ notice of the date of any delivery of the Goods:
7.1 Unless otherwise agreed in writing by the Company, prices quoted will assume that
7.1.1 The installation is to be carried out at ground floor level with adequate access for materials of the relevant size or
7.1.2 Adequate lifts or hoists are provided by the Customer to move efficiently the materials to the place of installation.
7.1.3 The site is ready at the agreed time for installation to commence.
7.1.4 The programme of works allows for the installation to be completed within normal working hours.
7.1.5 Access to site is available at the times necessary to complete the installation.
7.2 Should additional labour be required because any of the above conditions is not met, the Company reserve the right to charge the Customer for the excess at the Company's current rates (including travel and overtime rates if appropriate).
7.3 The Company will not accept any responsibility for loss of or damage to the Goods after they have reached the site, other than any loss or damage incurred by an action or omission of the Company or any of its employees, contractors or agents in the process of installation of the Goods. The Goods whether or not installed must be fully insured by the Customer against fire, theft, damage and other normal insurance risks for the full replacement costs.
7.4 It is the responsibility of the Customer to provide a safe and appropriate working environment for the Company's employees and/or contractors to carry out the installation. Without detracting from the generality of the foregoing, such provision must include adequate lighting, heating and power supplies and the protection of carpets, furniture and other vulnerable items.

8. Title

8.1 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the agreed price and any other payments due to the Company from the Purchaser have been made.
8.2 Until such payment the Purchaser shall be in possession of the Goods solely as bailee for the Company and in a fiduciary capacity and the Purchaser shall store the Goods in such a way as to enable them to be identified as the property of the Company.
8.3 If the Purchaser fails to pay any valid invoice in accordance with clause 5.1, the Company may invoke at any time thereafter the right of re-possession of any Goods to which it has retained title as aforesaid and thereafter to resell the same and, if such a right is invoked by the Company, the Purchaser hereby grants an irrevocable right and licence to the Company's employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours for the sole purpose of repossessing such Goods. The right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued right of the Company there under or otherwise.
8.4 If the Purchaser fails to pay any valid invoice in accordance with clause 5.1, the Purchaser agrees immediately upon being so requested by the Company at any time thereafter to assign to the Company all rights and claims which the Purchaser may have against its customers arising from sub-sales of Goods until payment is made in full as aforesaid.
8.5 If the Purchaser fails to pay any valid invoice in accordance with clause 5.1, the Purchaser shall be entitled at any time thereafter to re-sell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods (whether tangible or intangible) including insurance proceeds until payment is made in full as aforesaid and shall keep all such proceeds separate from any money or property of the Purchaser and third parties and in the case of tangible proceeds ensure that they are properly stored, protected and insured.

9. Specifications By The Purchaser

9.1 The Company reserves the right to make changes to the specification of the Goods which are required to conform to any applicable statutory or EC requirements or where the Goods are to be supplied to the Company's specification which do not materially affect their quality or performance.

10. Liability

10.1 Either party’s aggregate liability to the other party whether for negligence, breach of contract, misrepresentations or otherwise shall in no circumstances exceed three times the cost of the Goods and services paid or due to be paid by the Purchaser to the Company under the Contract. Nothing in the Contract shall exclude or limit either party’s liability for wilful default, fraud or fraudulent concealment of such party or their employees, contractors or agents or to the extent such liability may not be excluded or limited by any applicable laws and regulations.
10.2 The Company shall not be liable for any loss relating to any defect in the Goods or services which is remedied by the Company (at the Company’s cost) within a month of the first day of delivery of the Goods.

11. Force Majeure

11.1 The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by the Company being prevented, hindered or delayed by reason of any force majeure circumstances.
11.2 In this Condition "force majeure circumstances" shall mean any act of God, riot, strike, lock-out, trade dispute or labour disturbances, accident, breakdown of plant, machinery or vehicles, fire, flood, terrorist activity, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the Goods or of raw materials used therein by the Company's usual source of supply or the manufacture of the Goods by the Company's normal means or the delivery of the Goods by the Company's normal route or means of delivery.

12. Termination

If either party: (i) enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make order that such party shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver shall be appointed over any of the assets or undertaking of such party or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make winding-up order or if such party takes or suffers any similar action in consequences of debt; or (ii) commits any material breach of any part of this Contract, the other party may terminate this Contract at any time by notice in writing to the other party without prejudice to any rights or obligations which have accrued prior to such termination and to any existing claim.

13. Waiver

The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

14. Notices

Any notice required to be given hereunder in writing shall be deemed to have been duly given if given by pre-paid first-class post addressed to the party concerned at its principal place of business or last known address.

15. Headings

Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof.

16. Governing Law

The Contract shall be governed by and construed and interpreted in accordance with the laws of England and for the purposes of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the English Courts.

17. Assignment

Neither party may assign or otherwise transfer any rights or obligations in the Contract without the prior written consent of the other party.

18. Intellectual Property

Save as otherwise agreed between the parties in writing, the Company agrees that it shall not, under any circumstance, use the Purchaser’s (or any other member of the Purchaser’s group of company’s) name, logo, trade name, trade marks or service marks (or any other intellectual property rights).