Terms of Trading
1 Warranties and Indemnities
1.1 The client must be either the sole owner of the copyright in the material supplied for reproduction or alternatively has been granted the right to reproduce and distribute the material described in the order by all copyright owners.
1.2 The client has not granted an exclusive License or Assignment of the rights in clause 1 hereof to any other party and that the material does not infringe the copyright or any other rights of any other party.
1.3 The material does not contain anything of an obscene or illegal nature.
1.4 The client will keep Mighty Media Discs Ltd fully indemnified against all losses and all actions, proceedings, costs and damages and all legal costs or other expenses arising out of any breach of any of the above warranties
1.5 It is essential to our contract of service that we will faithfully replicate the master supplied to us. It is the client’s responsibility to ensure they supply masters fit and correct for replication and containing the files and content they wish to be processed by us. We expressly do not provide a service to confirm the content nor correctness of masters supplied for replication. Upon supplying a master for replication the client is agreeing to accept the delivery of faithful replicates of that master as completion of our side of the contract.
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5 Rates of tax and duties on the goods will be those applying at the time of delivery.
2.6 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 You may not cancel if we receive your notice after the goods have been dispatched; and
3.2.2 If you cancel the contract, you can have no further claim against us under that contract.
3.3 If you accept delivery of the goods after the estimated deliver time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
4 Delivery and safety
4.1 We may decline to deliver if:
4.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.1.2 the premises (or the access to them) are unsuitable for our vehicle.
5 Delivery and risk
5.1 The goods are at your risk from the time of delivery.
5.2 Delivery takes place either:
5.2.1 at our premises (if you are collecting them or arranging carriage); or
5.2.2 at your premises (if we are arranging carriage).
5.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within seven working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
6 Payment terms
6.1 You are to pay us in cash on receipt of our pro-forma invoice unless you have an approved credit account.
6.2 If you have an approved UK business credit account, payment is due within 30 days of our invoice date or unless otherwise stipulated on the invoice.
6.3 If you fail to pay us in full on the due date:
6.3.1 we may suspend or cancel future deliveries;
6.3.2 we may cancel any discount offered to you;
6.3.3 you must pay us interest at the rate set under S.6 of the Late Payment of commercial Debts (Interest) Act 1998
a: Calculated (on daily basis) from the date of our invoice until payment;
b: Compounded on the first day of each month; and
c: Before and after any judgment (unless a court orders otherwise);
6.3.4 We may claim fixed sum compensation from you under S.5A of that Act to cover our credit control overhead costs; and
6.3.5 We may recover (under clause 6.8) the cost of taking legal action to make you pay.
6.4 If you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
6.5 We may take any of those actions in 6.4 at any time and without notice.
6.6 You do not have the right to set off any money you may claim from us against anything you may owe us.
6.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
6.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
7.1 Until you pay all debts you will owe us:
7.1.1 all goods supplied by us remain our property;
7.1.2 you must store them so that they are clearly identifiable as our property;
7.1.3 you must insure them (against the risks for which a prudent owner
would insure them) and hold the policy on trust for us;
7.1.4 you may use those goods and sell them in the ordinary course of your
business, but not if:
a) we revoke that right (by informing you in writing); or
b) you become insolvent.
7.2 You must inform us (in writing) immediately if you become insolvent.
7.3 If your right to use and sell the goods ends you must allow us to remove the goods.
7.4 We have your permission to enter any premises where the goods may be stored:
7.4.1 at any time, to inspect them; and
7.4.2 after your right to use and sell them has ended, to remove them,
using reasonable force if necessary.
7.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
7.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
8.1 We warrant that the goods are free from material defect at the time of delivery (as long as you comply with clause 8.3).
8.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
8.3 If you believe that we have delivered goods which are defective in material or workmanship, you must:
8.3.1 inform us (verbally & in writing), with full details, as soon as possible; and
8.3.2 allow us to investigate (we may need access to your premises and product samples).
8.4 If the goods are found to be defective in material or workmanship (following our investigations), and you have compiled with those conditions (in clause 8.3) in full, we will (at our option) replace the goods or refund the price.
8.5 We are not liable for any other lose or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.6 Our total liabilities to you (from one single cause) for damage to property caused by our negligence is limited to Â£1,000.
8.7 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
8.8 Nothing in these terms restricts or limits for death or personal injury resulting from negligence.
9.1 When we prepare the goods in accordance with your specifications or instructions, or using your materials:
9.1.1 You must ensure that the specifications or instructions are accurate and the materials are of good quality;
9.1.2 You must ensure that goods prepared in accordance with those specifications or instructions (or using those materials) will be fit for the purpose for which you intend to use them; and
9.1.3 You must ensure that our use of your specifications, instructions or materials will not result in the infringement of any intellectual property rights of a third party or in the breach or any applicable law or regulation.
9.2 We reserve the rights to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
We also reserve the right to make without notice any minor modifications in our specifications designs or materials as we think necessary or desirable.
9.3 Any materials supplied by you are held at your risk. You must insure them against loss or damage arising while we are using or storing them.
10 Return of goods
10.1 We will accept the return of goods from you only:
10.1.1 By prior arrangement (confirmed in writing);
10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and
10.1.3 where the goods are as fit for sale on their return as they were on delivery.
11.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.
11.2 We may suspend or cancel the order, by written notice if:
11.2.1 you fail to pay us any money when due(under the order or otherwise);
11.2.2 you become insolvent;
11.2.3 you fail to honour your obligations under these terms.
11.3 You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.1 then apply).
12 Waiver and variations
12.1 Any waiver or variation of these is binding in honour only unless:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
13 Force majeure
13.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the enforceability of any other of these terms; and
14.3.2 if it would be enforceable if amended, it will be treated as so amended.
14.4 We may treat you as insolvent if:
14.4.1 you are unable to pay your debts as they fall due; or
14.4.2 you (or any item of your property) becomes the subject of:
a any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b any application or proposal for any formal insolvency procedure; or
c any application, procedure or proposal overseas with similar effect or purpose.
14.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statement upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
14.8.2 which expressly state that you may rely on them when entering into the contract.
14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.