Terms and Conditions

1. INTERPRETATION

1.1. In these conditions:

“Conditions” means these conditions of sale, including any special terms and conditions in accordance with condition

2.2;
“Contract” means the contract for the sale and purchase of the Goods subject to the Conditions;
“Customer” means the person who places an order for the Goods;

“Goods” means the goods ordered by the Customer and
“Order” means an order for Goods placed by the Customer whether orally or in writing for the supply of the goods.

1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. INCORPORATION OF CONDITIONS AND FORMATION OF CONTRACT

2.1 These Conditions shall apply to all contracts for the sale and purchase of goods between Advance International Media Limited and the customer. They shall prevail over and take the place of any other terms or conditions stipulated, referred to or contained in any document of or communication from the Customer.

2.2 No other agreement, representation or promise of any kind shall form any part of, alter , vary, supersede or operate as a waiver of these Conditions or any of them unless expressly made or accepted by a Director of Advance International Media Limited in writing.

2.3 The Contract shall be made on these Conditions when Advance International Media Limited accepts the Order. All Orders are subject to availability of Goods.

3. PRICES

Unless otherwise expressly stated in writing by Advance International Media Limited, the Order is accepted by Advance International Media Limited on the basis that:-

3.1 All prices are in pounds sterling and are exclusive of (a) Value Added Tax which will be charged (where appropriate) at the rate prevailing on the date of the delivery of the Goods and (b) delivery;

3.2 Prices for the Goods shall be those ruling on the date of delivery and despite any previous quotations Advance International Media Limited may without prior notice adjust the stated price to take account of:-

3.2.1 Any cost to Advance International Media Limited including (but not limited to) reasonable storage charges resulting from:-
(a) delay by the Customer in giving Advance International Media Limited sufficient information to enable it to supply the Goods; and/or
(b) any alteration to the Contract made at the request of the Customer including (but not limited to) alterations in the specification of the Goods to be supplied or in the place to which they are to be delivered or shipped;

3.2.2 any increase in the cost to Advance International Media Limited of supplying or delivering the Goods which occurs due to causes beyond Advance International Media Limited,s control between the date of the Contract and the date when delivery is complete including ( but not limited to) increases in supplier’s prices or other costs, or fluctuation in currency exchange rates, taxes, or duties; and/or

3.2.3 any extra cost to Advance International Media Limited resulting from the Goods being packaged at the request of the Customer by more expensive or rapid methods than those normally used or adopted by Advance International Media Limited.

3.3 Advance International Media Limited’s prices are based on these conditions and reflect the limitations upon Advance International Media Limited’s liability which they contain.

4. DELIVERY

4.1 The place for delivery will be as agreed in writing between Advance International Media Limited and the customer and in the absence of written agreement at a place nominated by Advance International Media Limited. Any delivery charges incurred by Advance International Media Limited shall be passed on to and payable by the customer under condition 6.

4.2 Every effort is made to deliver the Goods as soon as ready. However, despatch or delivery dates are business estimates only. Any periods quoted by Advance International Media Limited for delivery run from the date of the contract or resolution of technical details whichever is the later. Delivery on or by a fixed date is not a term of the Contract. Late delivery shall not entitle the Customer to terminate the Contract or refuse to take delivery of the Goods or to withhold payment of all or any part of the price of the Goods. Advance International Media Limited accepts no liability for any loss or damage whatsoever and howsoever caused resulting from any delays in delivery in any circumstances.

4.3 Where the Goods are ready for delivery, Advance International Media Limited may postpone or split delivery at the request of the Customer. In such event:

4.3.1 the Customer shall pay for the Goods as if the Goods were delivered and invoiced on the date of that request;

4.3.2 Advance International Media Limited may store the Goods at its own premises or elsewhere at the Customer’s sole risk; and

4.3.3 all storage, insurance, transport charges and costs and expenses relating to such postponement shall be paid by the Customer.

4.4 Delivery may be made by instalments and any failure or defect in one delivery will not vitiate the Contract as to the remaining deliveries.

4.5 The customer must examine the Goods at the time of delivery and the goods must be signed for by authorised personnel of the Customer.

4.6 Advance International Media Limited shall have no liability to the Customer for any claim for short delivery or loss or damage upon delivery unless it is notified in writing to Advance International Media Limited within 7 (seven) days of receipt of the Goods by the Customer.

4.7 Any damaged Goods (including packaging material) must be retained by the Customer at the site where the damage was first discovered until inspected by Advance International Media Limited or its representative.

4.8 Advance International Media Limited shall have no liability to the Customer for any claim for non-delivery unless it is notified by the customer in writing to Advance International Media Limited within 10 days of the date of the invoice in respect of the Goods.

4.9 Advance International Media Limited shall be under no liability whatsoever for any loss of or damage or deterioration to the Goods whatsoever and howsoever caused at any time after delivery to the Customer.

4.10 Where Advance International Media Limited concludes the contract of carriage and/or insures the Goods in transit Advance International Media Limited shall be deemed to be acting as the Customer’s agent and Sections 32(2) and (3) of the Sale of Goods Act 1979 shall not apply.

5. RISK

Risk in the Goods shall pass to the Customer on delivery.

6. TERMS OF PAYMENT AND INVOICES

6.1 The Customer shall pay all sums due to Advance International Media Limited in relation to the Goods by the seventh day after the date of invoice (the “Due Date”), unless otherwise agreed in writing by Advance International Media Limited. Time of payment is of the essence of the Contract.

6.2 Any failure to pay an invoice or an instalment payable on an invoice in full on or by the Due Date shall render the entire balance outstanding on all invoices from Advance International Media Limited to the Customer immediately payable in full without further demand being made, despite any contrary provisions as to terms of payment in any invoice or Contract.

6.3 If full payment is not made by the Customer by the Due Date:-

6.3.1 the Customer shall pay interest to Advance International Media Limited on the unpaid balance at the rate of 3% above Bank of Ireland base rate for the time being from the Due Date until the date of payment, whether before or after judgement; 6.3.2 Advance International Media Limited may suspend any further deliveries under the Contract (and any outstanding deliveries under any other contract between Advance International Media Limited and the Customer) until payment is made in full; and/or

6.3.3 (without prejudice to any of its other rights) Advance International Media Limited may cancel the Contract in relation to such further deliveries and recover the Goods at the Customer’s expense.

6.4 If (a) the Customer (i) delays or requests delay in fulfilment of the Contract by Advance International Media Limited for any reason or (ii) in any way defaults in its obligations to Advance International Media Limited, or (b) Advance International Media Limited has any reason to believe the Goods are in jeopardy or that the Customer is unable to pay for the Goods, then (without prejudice to any other rights) Advance International Media Limited may (as it deems appropriate in the circumstances):

6.4.1 claim interest as above and damages with interest thereon;

6.4.2 recover the Goods at the Customer’s expense;

6.4.3 terminate the Contract; and/or

6.4.4 immediately demand and receive payment in respect of the Goods already supplied in accordance with the contract and any other outstanding contracts with the Customer.

6.5 Advance International Media Limited may appropriate any payment made by the Customer towards the satisfaction of any invoice outstanding from time to time as Advance International Media Limited in its absolute discretion thinks fit.

6.6 The Customer shall have no right to withhold payments due to Advance International Media Limited under any contract by reason of complaints in respect of this or any other contract with Advance International Media Limited.

6.7 Cancellation of an Order (for whatever cause) can be made only with Advance International Media Limited’s prior written consent and on payment of all Advance International Media Limited’s loss of profits and costs. No Orders can be cancelled where the Goods have already been despatched to the Customer or where Goods have been tailored or adapted to the Customer’s specific requirements.

7. RETENTION OF TITLE

7.1 Despite Condition 5, title to the Goods shall not pass to the Customer until Advance International Media Limited has received payment in full of all sums due to Advance International Media Limited under the Contract and all other amounts owed by the Customer to Advance International Media Limited under other contracts.

7.2 Before title has passed to the Customer and without prejudice to any of its other rights, Advance International Media Limited may repossess and/or sell the Goods or any of them at any time and Advance International Media Limited’s employees or agents may enter upon any or all of the Customer’s premises or vehicles for that purpose, with or without vehicles. This right and licence shall continue after and despite the termination for any reason of any contract and is without prejudice to any accrued rights of Advance International Media Limited under such contract.

7.3 Until payment due under all contracts between the Customer and Advance International Media Limited has been made in full, the Customer shall:-

7.3.1 hold the Goods as bailee for Advance International Media Limited and take proper care of them;

7.3.2 store or keep the Goods separately so as to show clearly that they belong to Advance International Media Limited;

7.3.3 not sell or part with possession of the Goods except for sales in the ordinary course of the Customer’s business;

7.3.4 comply fully with all storage, safety and/or environmental requirements applicable to or marked on the Goods, specified by Advance International Media Limited and/or required by law;

7.3.5 keep the Goods free from any charge, lien or other encumbrance;

7.3.6 and not remove, alter, obscure, or otherwise interfere with any identifying marks, labels or storage instructions placed on the Goods or their packaging by Advance International Media Limited or the manufacturer of the Goods.

7.4 As and when any of the termination events specified in Condition 11 occur, the customer shall notify Advance International Media Limited immediately and payment of the price for the Goods shall become immediately due despite any credit period allowed by Advance International Media Limited.

7.5 In relation to computer software Advance International Media Limited shall be obliged only to transfer to the Customer such title as Advance International Media Limited may have. Copyright and other intellectual property rights in such software will in general be retained by the manufacturer or supplier of such software. Advance International Media Limited gives no warranties express or implied, as to whether the Customer’s intended use of the software will be permitted by the owner of such rights.

8. RETURNS

8.1 Where any goods are found by Advance International Media Limited to be defective, Advance International Media Limited will at Advance International Media Limited’s option (a) return the Goods to the manufacturer for it to remedy any manufacturing defect in the Goods; (b) replace the Goods or (c) credit the Customer with the price for the Goods provided in each case that:

8.1.1 the Customer has complied with the provisions of Conditions 4.5 to 4.8 inclusive;

8.1.2 notice of any such defect in the Goods is given to Advance International Media Limited immediately the Customer becomes aware of it and in any event within the duration of the manufacture’s warranty;

8.1.3 repairs (if any) to the goods have been carried out only by Advance International Media Limited, the manufacturer of persons duly approved by Advance International Media Limited or the manufacturer;

8.1.4 relevant Goods are promptly returned by the Customer in their clean original packaging to the address designated by Advance International Media Limited;

8.1.5 all conditions relating to the manufacturer’s warranty are complied with; and

8.1.6 Advance International Media Limited or its representative shall have had the opportunity to inspect the Goods and is satisfied that:(a)the defect existed at the time of delivery to the Customer or arose in the course of normal and proper usage and has not arisen by reason of misuse, neglect or accident after delivery to the Customer; and (b) maintenance and operation has been as recommended in any operating manuals and instructions provided with the Goods.

8.2 If any of the Goods returned under Condition 8.1 are found not to be defective, Advance International Media Limited may charge the Customer for all costs and expenses incurred in testing or inspecting the Goods and returning them to the Customer. If only some of the goods are defective, the Customer shall accept the remainder of the Goods and be liable to pay the price for the Goods reduced pro rata.

8.3 If the Customer fails to collect the Goods or accept delivery of the Goods returned to it by Advance International Media Limited in the circumstances set out in Condition 8.2., or having initially accepted the goods, then returns them to Advance International Media Limited, Advance International Media Limited may use, sell or dispose of the Goods [without being obliged to credit the Customer with the price of the Goods] and the Customer shall indemnify Advance International Media Limited for any loss incurred by Advance International Media Limited including but not limited to loss of profits.

8.4 Before returning any Goods to Advance International Media Limited the Customer shall:-

8.4.1 notify Advance International Media Limited, stating the reasons for the intended return;

8.4.2 request and obtain from Advance International Media Limited a designated return label containing an identification number;

8.4.3 attach that label to the packaging of the Goods in a prominent position.
The issue by Advance International Media Limited of any designated return label is for administration purposes only and shall not constitute an admission of liability by Advance International Media Limited.

9. LIMITATIONS OF Advance International Media Limited’S LIABILITY

9.1 The Customer’s attention is specifically drawn to Condition 3.3.

9.2 Advance International Media Limited does not exclude or restrict its liability for death or personal injury to the extent it results from the negligence of Advance International Media Limited, its employees or agents.

9.3 All conditions, warranties, statements, and representations other than those expressly set out in the Contract and/or implied by statute or common law are excluded.

9.4 In no circumstances shall Advance International Media Limited be liable for any consequential loss or loss of profits or contracts suffered by the Customer or any third party arising out of or in connection with the Goods.

9.5 Advance International Media Limited supplies but does not manufacture goods. Advance International Media Limited therefore accepts no responsibility for variations made by manufactures to Goods or for any shortage of supplies from any manufacturer. Where material adverse variations to Goods are made by manufactures, Advance International Media Limited will endeavour to supply alternative products.

10. FORCE MAJEURE

10.1 Advance International Media Limited shall not be liable for failure to perform or for delay in performing any of its obligations under the Contract resulting from any cause or circumstance whatsoever beyond its reasonable control, including but not limited to the default of suppliers, strikes, lockouts or industrial action of any kind.

10.2 As soon as possible after any such event or circumstance occurs, Advance International Media Limited shall give notice to the Customer. Advance International Media Limited may suspend its obligations during the continuance of such event or circumstance provided that the parties will use all reasonable endeavours to remove or avoid such event or circumstance as soon as possible.

11. TERMINATION

Advance International Media Limited may terminate any Order immediately if:-

11.1 the Customer defaults in or commits a breach of any of its obligations to Advance International Media Limited;

11.2 any distress or execution is levied upon the Customer, its property or assets;

11.3 the Customer makes or offers to make any arrangement or composition with creditors, becomes insolvent, commits any act of bankruptcy, or suffers the filing of a petition of bankruptcy, or a receiving order in bankruptcy is presented or made against the Customer; or

11.4 (where the Customer is a body corporate) it becomes insolvent by reason of its inability to pay its debts as they fall due, enters into liquidation whether voluntarily or compulsorily other than for the purposes of reconstruction or amalgamation, or has an administrator or administrative receiver appointed over any of its undertaking, property or assets; or

11.5 the Customer’s creditworthiness or standing is not in Advance International Media Limited’s absolute discretion satisfactory.
Upon written notice of such termination being posted to the Customer’s last known address, any Order shall be deemed to have been terminated, without prejudice to any claim, remedy or right Advance International Media Limited might otherwise make or exercise.

12. WAIVER

No forbearance or indulgence by Advance International Media Limited in enforcing these Conditions shall prejudice any of Advance International Media Limited’s rights under the Contract nor shall it be construed as a waiver of such rights.

13. SEVERANCE

If any of these Conditions is rendered or held to be void or unenforceable in whole or in part, then it shall be unenforceable only to the extent that it is shown that it would not be lawful, fair or reasonable to allow reliance upon it and no further and the remaining Conditions shall remain in full force and effect.

14. ASSIGNMENT

The Customer shall not assign or transfer (or purport to assign or transfer) any or all of its rights or obligations under the Contract to any third party without the prior written consent of Advance International Media Limited.

15. GOVERNING LAW AND JURISDICTION

The Contract shall be governed in accordance with the laws of England. The Contract shall be subject to the non-exclusive jurisdiction of the English Courts.