Computer Audio Design : Terms and Conditions of Sale

1. General
   1.1. “CAD” means Computer Audio Design Limited, a company registered in England and Wales with company number 7275104 and having its registered address at Priory House, 45-51 High Street, Reigate, Surrey, RH2 9AE
   1.2. The “Buyer” means the individual or company seeking to purchase goods from the Seller
   1.3. “Goods” means the goods which CAD is to supply in accordance with these terms and conditions
2. Quotations, Offers and Variations etc
   2.1. Any quotation given by CAD including by brochure, website etc, is only to be regarded as an invitation to treat, and any resulting communication from the Buyer is to be regarded as an offer which CAD may accept or reject as it chooses
   2.2. No order for Goods shall be binding on CAD until accepted in writing by CAD.
   2.2.1. CAD has no liability to the Buyer if CAD, for any reason, does or cannot accept any order for Goods
   2.2.2. Each order for Goods accepted by CAD in accordance with these conditions shall constitute a separate sale of Goods
   2.2.3. The entry by CAD into a contract for the sale of Goods shall not constitute or imply any obligation upon CAD to enter into any other or further contract for the sale of Goods.
3.  Delivery
   3.1. Unless otherwise agreed, delivery will be made CIP (CARRIAGE AND INSURANCE PAID TO) by CAD’s nominated carrier to the Buyer’s normal place of business, or residence in the case of an individual.
   3.1.1. If it is agreed that delivery will be effected by the Buyer collecting the Goods from CAD or some mutually agreed third party premises, then regardless of the actual date of collection, delivery will be deemed to have been completed either upon collection or fourteen (14) calendar days from the date of such agreement, whichever is earlier.
   3.2. All delivery periods indicated by CAD shall commence upon CAD’s acceptance of a written order, but any such dates are approximate and for guidance only.
   3.3. Time is not of the essence with respect to delivery
   3.3.1. CAD will make endeavours to comply with its indicated delivery plan but failure to do so will in no case make CAD liable for any loss, damage or expenses suffered by the Buyer or any third party, nor shall it constitute a breach of contract nor give the Buyer the right to cancel the contract

4. Price and Payment
   4.1. The price of Goods shall be the price stated by CAD less applicable discounts (offered at CAD’s discretion) at the date of acceptance by CAD of the Buyer’s offer
   4.2. Such prices shall be exclusive of applicable VAT or any other relevant sales or purchase taxes and shall include carriage, freight and insurance charges in respect of delivery of Goods to the destination agreed by the parties in article 3.1.
   4.3. The Buyer shall pay the price of the Goods in Sterling to the bank account nominated by CAD, within seven (7) calendar days of the date of receipt of CAD’s invoice in respect of the goods
   4.3.1. Time is of the essence with respect to payment
   4.3.2. Payment for the Goods shall be without counterclaim or offset
   4.3.3. Payment shall not have been made until the sums due have been credited to CAD’s nominated bank account
   4.3.4. All bank charges arising out of payment of CAD’s invoice are for the Buyer’s account
   4.3.5. CAD shall be entitled to sue for the price of the Goods whether or not title and property in the Goods has passed to the Buyer under Condition 5
   4.3.6. Without prejudice to any rights CAD may have, any default in payment shall entitle CAD to cancel or suspend deliveries under this or any other contract with the Buyer for as long as the default continues.

5. Title and risk
   5.1. All risk in the Goods and liability shall pass to the Buyer upon delivery to the destination as agreed in article 3.1, notwithstanding that property and title remain with CAD.
   5.2. Notwithstanding, title to the goods will only pass from CAD to Buyer on receipt by CAD in full of
   5.2.1. The price in full of the Goods and all other sums including any interest or monies owed for previous deliveries
   5.2.2. Until CAD has received such sums, the Buyer holds the Goods in trust for CAD, and shall keep them separate, readily identifiable in their original packaging, and in good condition.
   5.2.3. The Buyer will be responsible for procuring insurance for the Goods both in their own premises and in transit to any third party.
   5.2.4. The Buyer shall be entitled to sell the Goods to third parties in the normal course of their business, and on such sale the title shall pass to the Buyer and then to its customer, but the proceeds of sale shall belong to CAD, and the Buyer shall hold such proceeds as trustee for CAD until full payment has been received by CAD for such Goods.

6. Force Majeure
   6.1. CAD shall not be liable to the Buyer or any other party for delay or failure to deliver the Goods, caused by circumstances beyond its reasonable control, including but not limited to any Act of God, severe weather conditions, industrial disputes, failure of CAD’s suppliers and sub-contractors, regulation or interference by Governmental agencies.
   6.2. In such cases CAD shall be released from any obligation to fulfil its obligation under the contract for as long as such circumstances persist, without prejudice to CAD’s right to recover payment for Goods delivered, or to fulfil the contract at a later date.
   6.3. CAD may at its option cancel or suspend the contract for any such cause without liability, and may supply the Goods when the causes of delay or failure have passed, and any delivery period shall be extended accordingly.
7. Warranties and Liability
   7.1. All conditions and warranties shall be construed subject to these conditions, and insofar as they are inconsistent with these conditions shall be excluded.
   7.2. Subject to the conditions set out here, CAD warrants to the Buyer that the Goods will, at the time of delivery, correspond in all material respects with any description or sample set out in CAD’s quotation, or otherwise communicated to the Buyer in writing, and will be free from defects due to faults in materials or workmanship either from a period of twelve (12) months from the date of delivery to the Buyer, or for the period from the date of delivery to the Buyer until the Goods are sold on to a third party, whichever is shorter.
   7.3. It is the sole responsibility of the Buyer to ensure that the Goods are fit for any purpose for which they are required and CAD gives no warranty in this regard.
   7.4. If any Goods are damaged or defective in relation to article 7.2 above, CAD will at its sole discretion either repair or replace such Goods within a reasonable time after they are returned to CAD, or refund the price of the Goods to the Buyer.
   7.4.1. The Buyer must notify CAD of damage or defects within the time limits set out in article 8
   7.4.2. CAD shall be under no liability in respect of damage or defect arising from misuse, wear and tear, inappropriate storage or placement of the Goods by the Buyer or any third party, including but not limited to failure to follow written or verbal instructions from CAD, repair or alteration of the Goods, the combining of incompatible goods with the Goods, from EMI, electrical interference or interaction of any sort, and the absence of any product, accessory or component recommended by CAD for use with the Goods.
   7.4.3. Save for death or personal injury arising from negligence on the part of CAD, for which liability is not excluded, CAD’s obligation to repair, replace or refund the price of the Goods shall constitute the full extent of CAD’s liability in respect of any damage or defect in the Goods.
   7.4.4. For the avoidance of doubt, regardless of cause, CAD shall have no liability whatsoever for indirect consequences including but not limited to loss of profit, loss of or prejudice to customer relationships, goodwill, loss of anticipate sales, investment or other financial commitment of or by the Buyer. If for any reason this exclusion is deemed to be unenforceable, CAD’s maximum liability in respect of such loss will be the purchase price of the Goods.
   7.4.5. The Buyer shall indemnify, hold harmless and defend CAD and its directors, employees and agents against any liability arising from the Buyer’s breach of this contract or arising out of any act of omission or negligence by the Buyer in connection with the purchase, storage, transport, use, sale, installation or repair of any Goods. This condition survives the termination for whatever reason of the contract.

8. Notification of Damage or Loss
   8.1. The Buyer shall inspect the Goods as soon as possible after Delivery.
   8.2. All claims by the Buyer in respect of defect or damage as described in article 7.2 must be notified in writing to both CAD and the carrier, as soon as reasonably possible after delivery and in any case within three (3) business days of receipt of Goods.
   8.3. If such defects or damage were not apparent on reasonable inspection, then within 24 hours of discovering the damage or defect.
   8.4. Any notice for non delivery of the whole or part of a consignment of Goods must be submitted in writing to CAD within three (3) days of receipt of any invoice or advice note from CAD or its carrier.
   8.5. In the absence of any timely claim, the Buyer shall be deemed to have received delivery and to have accepted the Goods.
9. Cancellation
   9.1. In the event that the Buyer become insolvent, or makes any voluntary arrangement with its creditors, or the equivalent thereof, or if CAD reasonably apprehends that any such event is about to occur (and notifies the Buyer accordingly), or if the Buyer fails to pay by the due date any sum due in respect of this contract, CAD will be entitled to cancel the contract or to suspend deliveries without liability to the Buyer or to any third parties.
   9.2. The Buyer shall remain liable to pay the full price for any Goods which have been delivered in pursuance of the contract.
10. Intellectual Property
    10.1. At all times, all intellectual property rights remain vested in CAD and no part of this contract constitutes a grant of any rights to the Buyer.
    10.2. The Buyer shall sell the Goods only under the relevant CAD trademark, and shall not make or allow any changes to the Goods, packaging, or labelling, or obscure or remove any trademarks placed on the Goods or packaging by CAD.
11. Law
    11.1. This contract is governed by English Law.