Synthax Audio United Kingdom

                                                               
Synthax Audio (UK) Ltd.
Salisbury Hall
London Colney
St. Albans
AL2 1BU

Synthax Audio (UK) Ltd. Trading Terms & Conditions

1.    The following terms and conditions are applicable except as otherwise specifically agreed in writing by Synthax Audio (UK) Ltd. hereinafter referred to as "the Company".

OWNERSHIP AND RISK
2.    Legal and beneficial title in the goods will pass to the customer only when payment in full for goods delivered by the Company to the customer under any contract has been received by the Company, or the Company’s nominated representatives.

3.    The Company by its employees or agents shall be entitled to enter upon or into any land, buildings or vehicles of the customer, its servants or agents to retake possession of the Company's goods if the customer shall be in breach of any of the terms of this contract, or shall reasonably consider for any reason that its goods are in jeopardy or on the happening of any of the events set out below:-

(i)    Any notice to the customer that the Receiver or Manager of the customer is to be or has been appointed, or
(ii)   Any notice to the customer that a petition to wind-up is to be or has been presented or any notice convening a meeting of the customer at which a resolution is to be  proposed to wind-up the customer (save for the purpose of and followed by a bona fide reconstruction or amalgamation), or
(iii)  A decision by the customer that it intends to make an arrangement with its creditors, or
(iv)  Any act of bankruptcy by the customer, or
(v)   Any event or default which causes the Company reasonably to consider that its title to the goods or (if the goods have been sold for resale) proceeds of sale may be adversely affected then the customer's authority to sell the Company's goods shall end and all goods belonging to the Company and all proceeds of the sale of the goods received by the customer prior to the withdrawal of authority shall be paid to the Company.
And it is a specific obligation upon the customer to notify the Company forthwith of the happening of any events referred to in above paragraphs (i) to (v)

4.    Goods delivered by the Company shall be held by the customer as the bailee of the Company until payment has been made in full, but shall be at the customer's risk immediately on delivery to the customer or as directed by the customer and the customer should therefore insure accordingly, but ownership of the goods shall remain in the Company until payment in full has been made (each order being considered independently) or if the goods have been purchased for resale until the Customer resells the goods as provided herein.

5.    If the goods are purchased for resale then before payment in full is made the customer shall have power to resell the goods (as principal towards sub-purchaser) but as agent as between customer and Company and the Company shall be beneficially entitled to and the customer shall be under fiduciary duty to account to the Company for the proceeds for the sale and any claim thereto and all proceeds of the sale shall be kept by the customer in a separate account to its other monies for and on behalf of the Company.

6.    If the goods are purchased for resale and the customer not having made payment in full for the goods mixes them with other goods or uses them in the manufacture of other goods, the ownership of the other goods or products thereupon vest in the Company as security for the payment of the goods hereby purchased and accordingly Clause 5 shall as far as appropriate apply to such other goods or products mixed with the Company's goods.

PASSING OF RISK AND TITLE
7.    The risk in the goods shall pass to the customer when the Company delivers the goods by itself, its servants, its agents, or carries at which time and place the customer or its agents or other person to whom the Company has been authorised by the customer to deliver the goods shall be ready to receive them and the Company shall have no responsibility in respect of the safety of the goods and thereafter and the customer shall insure accordingly.

8.    Subject to Clause 7 immediately preceding however ownership of the goods shall remain with the Company which reserves the right to dispose of the goods until payment in full or for all the goods has been received by it in accordance with the terms of this contract and if such payment is overdue in whole or in part the Company may (with prejudice to any of its other rights) recover or resell the goods and may enter upon the customer’s premises by its servants or agents for that purpose.

9.    Until the Company is paid in full for all the goods the relationship of the Customer to the Company shall be fiduciary in respect of the goods in which they are incorporated or used as hereinbefore referred to and more particularly if the same are sold by the customer shall have the right to trace the proceeds thereof accordingly to the principal in and a like right for the Company shall apply where the customer uses the products in anyway so as to be entitled to a payment from a third party.

DAMAGE IN TRANSIT
10.    In event of goods arriving damaged or incomplete it is necessary for them to be signed for as such and the carrier concerned to be immediately informed and any claim arising must be made to the Company in writing (including email) within three days of delivery and complaints by the customer in respect of the goods found to be damaged shall not be grounds for the customer to withhold payment of monies due to the Company and shall not give any right to set off or lien.

11.    No liability is accepted for damage, loss or delay in transit whether delivery is to the customer’s premises or an address given by the customer.

12.    In the event of shortage of goods delivered this shall be notified to the Company in writing (including email) within three days from the date of delivery.

13.    In the event of error in price or non-delivery this shall be notified to the Company in writing (including email) within ten days of receipt of invoice.

14.    Carriage (as shown on the current pricelist) will be charged on all orders except back orders arising from partial shipment, and if customers require a different means of transport from that normally used then the additional amount of carriage will be charged.

15.    Unless agreed otherwise goods ordered but temporarily out of stock will be forwarded as soon as the goods become available and the Company shall not be liable for any loss or damage sustained by reason of any delay in delivery.

16.    In event of any goods being returned to the Company for any reason after title has passed they shall remain at the sole risk of the customer and the Company shall not be responsible for loss or damage whilst the goods are on the Company's premises or in the Company's care.

17.    Goods which comply with the specification on the order are not returnable except by agreement with the Company and the goods returned should be advised under separate cover stating date and number of invoices the appropriate Delivery Note being returned with the goods if possible.  In all cases returning goods must be accompanied by a returns authorisation number, obtainable from the Company, without which clearly shown on the outside of the packaging the Company reserves the right to reject returned goods arriving at their premises.

18.    All prices are subject to alteration without notice and orders are accepted on the understanding that the current prices of the Company on the date of delivery will be charged and will be subject to Value Added Tax in accordance with the current legal requirements.

19.    Where goods are imported by the Company to fulfil the order the Company reserves the right to amend its prices to cover any alterations in Exchange Rates of the pound sterling and the currency of the exporting company as between the rate at which the sterling price was calculated and the rate ruling at the time of the payment.

CANCELLATION BY THE COMPANY OR CUSTOMER
20.    The Company shall be entitled to postpone delivery or cancel unfulfilled orders in whole or in part if by reason of an Act of God, force majeure, fire, industrial action, government control, default by suppliers or any other circumstances whatsoever whether or not eiusdem generis with the foregoing the Company reasonably considers itself unable to fulfil or is hindered or is prevented from performing its obligations and such postponement or cancellation shall be without prejudice to the right of the Company to recover payment for goods supplied in part performance of the order and will not give rise to any claim by the customer for any loss, damage or expense resulting from arising consequentially upon such postponement or cancellation.

21.    Any order once placed by a customer cannot be cancelled except by mutual agreement with the Company and upon terms, which indemnify the Company against all loss arising which, shall include obligations to suppliers in respect of the goods ordered by the Company to meet the customers' requirements.

22.    Changes at the customer’s request in the specification of the goods to be supplied can only be made with the Company's agreement and will render the quoted price subject to amendment.

23.    The price quoted is based on the cost ruling at the date of an offer and if between that date and the date on which the goods are despatched variations either by rise of fall occur in these costs then the price quoted may be amended to provide for these variations.

24.    The Company will endeavour to deliver the goods on the date specified but in no circumstances shall the Company be liable for any delay in delivery or for any consequential loss or damage arising.

25.    Payment for approved accounts shall be net cash 30 days unless otherwise agreed provided that two satisfactory business references are supplied for initial orders or payments will be requested against pro forma invoice.  Unless otherwise agreed all orders for shipment abroad must be accompanied by a remittance or advice of confirmed irrevocable credit with a Bank prepared to pay on presentation of shipping documents.

EXCLUSIVE/RESTRICTION OF LIABILITY
26.    The Company shall not be liable to compensate the customer for any third party claims occasioned by delay in completing the order.

27.    Goods are supplied on the understanding that the user will test them in actual use and determine for themselves their adaptability to their intended uses so that the Company does not warrant the goods for the customer's intended purposes.

28.    Goods are warranted to be free from defects in material and workmanship at the time of delivery but any obligation under this warranty is limited to replacement of goods or their costs at the choice of the Company.

29.    The customer shall insure that by itself, its servants or agents or whosoever is competent to use the goods and informed as necessary as to any defects latent or otherwise in respect thereof and under no circumstances shall the Company be liable for any loss, damage, expense or consequential damage of any kind arising out of the use or liability to use the goods.

30.    Except and in so far as provided for in these terms and conditions the Company shall not be liable to the Customer for any injury, loss or damage whatsoever (whether consequential or otherwise) sustained by the customer, its servants, agents or customers by reason (a) any misrepresentation by the Company (b) any breach of the terms of this contract whether express or implied (c) any defect of the goods whether or not such defect constitutes a breach of the contract (d) any negligence on the part of the Company or its servants or agents or suppliers.

31.    However, if and to the extent that any of these items and conditions are rendered void or unenforceable or of no effect by the provisions of any national or international legislation thereto then the provisions concerned shall have effect as if expressly limited in application so that no such repugnance to such legislation shall arise.

32.    Customers should note that the purpose of the terms and conditions of the Company is to reduce or extinguish liability to the customer, is to reduce the Company's costs and thereby the costs of the goods to the customer and where appropriate the customer is recommended to insure themselves against any circumstances arising whereby they would claim against the Company but for these terms and conditions.

VARIATIONS/ADDITIONS
33.    Without prejudice to the generality of the foregoing the Company renders all quotations and accept all orders subject to the terms and conditions of the Company and will accept no variation of or addition to such terms and conditions unless the same are made in writing (either upon or annexed to the order) and thereafter expressly accepted by the Company in writing (including email) and in the absence of express acceptance in writing by the Company and purported or addition of these terms and conditions shall be deemed to have been rejected by the Company.

34.    No statements, representations, warranties or descriptions shall be deemed to have been given or implied in the negotiations between the parties or their representatives prior to this contract so that these shall be the Company's only terms and conditions of business.

35.    No catalogues, displays, price lists or other advertising matter form part of this contract unless expressly referred to in the terms herein.

INTEREST ON LATE PAYMENT
36.    In the event of non-payment in accordance with our terms the Company shall be entitled to recover interest at the rate of 3% per month above the prevailing Bank of England base rate on outstanding indebtedness to the date of payment.

37.    If the goods are resold and the customer has not received the proceeds of any such sale, they will if called upon to do so by the Company, within seven days thereof assign to the Company rights against the person or persons to whom they supplied any produce or chattel made from or with the Company's goods.

38.    Until such a time as the customer becomes the owner of the goods they will store them on their premises separately from their own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.

39.    Acceptance of the goods from the Company shall be conclusive evidence before any Court or arbitrator that these terms apply.

GOVERNlNG LAWS
40.    This question, order or contract as the case may be and all matters arising thereunder shall be constructed according to and governed by the Law of England.