Terms & conditions of sale
In these Conditions, the following words shall have the following meanings:
- 1.1 "Seller" means Canford Audio PLC (CRN: 1385727) whose
registered office is at Crowther Road, Washington, Tyne & Wear, NE38 0BW.
1.2 "Buyer" means the person, firm or company placing
an order with the Seller.
- 1.3 "Goods" mean those
goods which are the subject of the Buyer’s order and which are to be supplied
to the Buyer by the Seller under these Conditions.
- 1.4 "Contract"
means the contract for the supply of Goods formed by the Seller’s acceptance
of the Buyer’s order.
- 1.5 "VAT" means value-added
- 1.6 "Website" means the Seller’s website
at www.canford.co.uk or such other URL as the Seller may from time to time determine
and from which Goods may be ordered.
2 Formation of Contract
2.1 All Goods sold by the Seller are sold subject to these Conditions which shall
govern the Contract to the exclusion of any other terms and shall be the sole terms
and conditions of any sale by the Seller to the Buyer. No employee or agent of the
Seller has the Seller’s authority to vary, amend or waive any of these Conditions
on behalf of the Seller and no amendment or addition to any of them shall be deemed
to have been accepted unless accepted in writing by the Seller.
2.2 The Seller’s employees or agents are not authorised to make any representation
with regard to the subject matter of the Contract. In entering into the Contract
the Buyer acknowledges that if it relies on any representation, advice or recommendation
given by the Seller, its employees or agents to the Buyer as to the use of the Goods
it does so entirely at the Buyer’s own risk.
2.3 All orders are accepted on the basis that they are from a bona fide trading
entity or professional end-user. The Buyer acknowledges that the Seller’s
products are unsuitable for domestic or retail applications and the Buyer accordingly
undertakes to the Seller that it is a bona fide trading entity or professional end-user.
The Buyer further acknowledges that the laws governing the Contract shall be those
relating to business to business (rather than business to consumer) transactions
unless judged otherwise by a court of competent jurisdiction.
3 Placing and Acceptance of Orders
3.1 Acceptance by the Seller of the Buyer’s order is in all cases subject
to the availability of Goods for delivery, the correct price payable for the Goods
being stated on the Buyer’s order and also to the meeting of certain other
criteria, dependent upon the proposed payment method:
- (a) for a new credit account order, acceptance is upon opening of the account which
will be subject to the satisfactory checking of information provided by the Buyer
as well as credit checks with a reputable credit reference agency in accordance
with clause 3.6
- (b) for an existing credit account order, acceptance is upon
confirmation by the Seller;
- (c) for a credit card order, acceptance is upon
authorisation of the credit card for payment, by the issuer of the credit card;
- (d) for an order submitted via the Website, acceptance is upon the satisfying
of (a), (b), or (c) above (as the case may be) plus the sending by the Seller of
an order acceptance e-mail referred to in clause 3.2.
3.2 In the event that the Buyer submits an order for Goods via the Website, the
Seller will confirm receipt of the Buyer’s order by sending an order acknowledgment
e-mail to the Buyer as soon as possible after submission of the order. Receipt of
this order acknowledgment e-mail signifies that the Seller has received the Buyer’s
order but does not signify that the Seller has accepted the Buyer’s order.
Acceptance of the Buyer’s order will be deemed when the Seller sends an order
acceptance e-mail to the Buyer and the Buyer should not assume that the order has
been accepted until such order acceptance e-mail has been received by the Buyer.
There is no Contract in respect of the Goods until the Seller has sent an order
acceptance e-mail which accepts the Buyer’s order.
3.3 All Contracts accepted by the Seller following the submission of an order via
the Website shall be in the English language, unless agreed otherwise between the
3.4 Acceptance by the Seller of each of the Buyer’s orders brings into existence
a separate legally binding contract between the Seller and the Buyer.
3.5 In the absence of any documentary evidence, acceptance is deemed to have been
given by the Seller on delivery of the Goods to the Buyer’s address shown
in the order.
3.6 The Buyer shall be responsible to the Seller for ensuring the accuracy of the
terms of any order and specification submitted by the Buyer and for checking and
ensuring the accuracy of any order acknowledgement issued by the Seller. In submitting
an order to the Seller, the Buyer agrees to the Seller’s checking of the information
contained in the Buyer’s order as well as for credit checking with a reputable
credit reference agency.
3.7 All specifications of the Goods are given by the Seller in the belief that they
are as accurate as reasonably possible but are not to be treated as binding or as
forming part of or incorporated by reference into the Contract.
3.8 Orders sent in confirmation of telephoned instructions should be clearly marked
‘CONFIRMATION’ otherwise the Seller will accept no responsibility for
duplication of despatch.
4 Price of the Goods
4.1 The price payable for the Goods shall be as stated in the Seller’s price
list current at the date of acceptance of the order, as set out on the Website (in
the case of orders submitted via the Website only) or as set out in a quotation
issued by the Seller to the Buyer relating to the Goods. All prices quoted are valid
for 30 (thirty) days only or until earlier acceptance by the Buyer, after which
they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice in writing to the Buyer at any
time before delivery to increase the price for the Goods to reflect any increase
in cost to the Seller which is beyond the control of the Seller (such as, without
limitation, any foreign exchange fluctuations, currency regulation, alteration of
duties, significant increase in the cost of labour, materials or other costs of
manufacture), any change in delivery dates, quantities or specification which is
requested by the Buyer, or which is due to any failure by the Buyer to give the
Seller adequate information or instructions.
4.3 The price of the Goods is exclusive of the cost of delivery, packaging, insurance,
VAT, customs duties and all other taxes, duties and expenses in respect of the Goods,
all of which shall be added to the price for the Buyer’s account, unless otherwise
stipulated in writing by the Seller.
4.4 The Seller shall be entitled to invoice the Buyer for the price of the Goods
at any time following delivery of the Goods unless the Buyer wrongfully fails to
take delivery of the Goods in which event the Seller shall be entitled to invoice
the Buyer for the full amount at any time after the Seller has notified the Buyer
that the Goods are ready for collection or (as the case may be) the Seller has tendered
delivery of the Goods.
4.5 If delivery is made in instalments, each instalment may be separatelyinvoiced,
and if so, each such invoice shall be paid for when due, without regard to other
4.6 Information including prices payable for Goods on the Website is an “invitation
to treat” and not a contractual offer from the Seller which the Buyer may
accept. The Seller reserves the right to correct any errors in that information
without any liability to the Buyer. In no circumstances will the Seller be contractually
bound to supply the Buyer with Goods on the basis of any incorrect information,
even if that information is repeated in the Buyer’s order.
5.1 Unless otherwise agreed in writing, the Goods will be delivered to the Buyer
at the address for delivery specified in the Buyer’s order or otherwise agreed
with the Seller (or in the absence of a specified address or agreement, to the invoice
address of the Buyer).
5.2 Any delivery dates given to the Buyer by the Seller are given for guidance purposes
only. Although the Seller will use all reasonable efforts to meet delivery dates,
it shall not be liable to the Buyer for any loss or damage, whether direct, indirect
or consequential for any delay in delivery, in whole or in part, howsoever caused.
5.3 If the Buyer refuses or fails to take delivery of the Goods on the date of delivery,
the Seller will be entitled at its discretion to store the Goods at the risk of
the Buyer and the Buyer shall in addition to the price payable under clause 4 pay
all costs and expenses of such storage and any additional costs of carriage incurred.
5.4 All Goods must be inspected by the Buyer immediately on delivery. If any Goods
are damaged or lost or if there has been short delivery, the Buyer must endorse
the consignment note supplied by the carrier accordingly and submit a detailed written
claim to the Seller within 2 (two) working days of delivery of the Goods. Where
Goods are sold on an ex works basis, the Seller accepts no liability for Goods lost
or damaged in transit. The Buyer's signature on the consignment note without any
such endorsement shall release the Seller from any liability in respect of damage
or loss in transit or short delivery. In the event of a valid claim in respect of
the Goods (which is based on any damage to, loss in or short delivery of the Goods),
the provisions of clause 11.4 shall apply.
5.5 Except as otherwise provided in these Conditions, the risk of loss or damage
to the Goods shall pass to the Buyer upon delivery of the Goods.
6.1 Unless otherwise agreed in writing, the Buyer shall make payment for the Goods
in the currency of the invoice within 14 (fourteen) days of the end of the month
in which the invoice was issued and the Seller shall be entitled to recover the
price notwithstanding that property in the Goods has not passed to the Buyer.
6.2 The time of payment of the price shall be of the essence of the Contract.
6.3 If the Buyer fails to pay any amount due to the Seller in Pounds Sterling but
makes such payment in another currency, the Buyer shall (except where the invoice
permits payment in such currency) indemnify the Seller against the full cost incurred
by the Seller (including all costs, charges and expenses) of converting that payment
into Pounds Sterling.
6.4 If the Buyer fails to make any payment on the due date then, without prejudice
to any other right or remedy available to the Seller, the Seller shall be entitled
- (a) cancel the Contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such Goods supplied under any contract
between the Buyer and the Seller as the Seller may think fit notwithstanding any
purported appropriation by the Buyer; and
- (c) claim interest and/or compensation
for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest)
Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations
2002 and any other regulations from time to time.
6.5 The Buyer shall not purport to set off or withhold any payments claimed or due
to the Seller under the Contract or any other contract between the Seller and the
7 Ownership of the Goods
7.1 Notwithstanding delivery and the passing of risk in Goods, the Seller shall
retain title to and ownership of the Goods until it has received payment in full
of all sums due for all Goods supplied to the Buyer. If payments received from the
Buyer are not stated to refer to a particular invoice the Seller may appropriate
such payments to any outstanding invoice.
7.2 Even though title has not passed, the Seller shall be entitled to sue for the
price of the Goods once payment has become due.
7.3 Until such time as property in the Goods passes to the Buyer:
- (a) the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee,
and shall keep the Goods separate from those of the Buyer and third parties and
properly stored, protected, insured and identified as the Seller’s property;
(b) the Seller shall be entitled at any time to require the Buyer to deliver up
the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon
any premises of the Buyer or of any third party where the Goods are stored and repossess
7.4 If the Buyer compounds with its creditors, executes an assignment for the benefit
of its creditors, has a bankruptcy order made against it or, being a company, enters
into voluntary or compulsory liquidation or has an administrator or administrative
receiver or receiver appointed over all or part of its assets or takes or suffers
any similar action in consequence of debt or becomes insolvent or if the Seller
has reasonable cause to believe that any of these events is likely to occur, the
Seller shall have the right, without prejudice to any other remedies:
- (a) to enter without prior notice any premises where Goods owned by it may be, and
to repossess and dispose of any Goods owned by it so as to discharge any sums owed
to it by the Buyer under the Contract or any other contract between the Seller and
- (b) to require the Buyer not to resell or part with possession of
any Goods owned by the Seller until the Buyer has paid in full all sums owed to
the Seller under the Contract or any other contract between the Seller and the Buyer;
- (c) to withhold delivery of any undelivered Goods and stop any Goods in
transit and forthwith suspend or cancel any uncompleted part of the Contract. Unless
the Seller expressly elects otherwise, any Contract between it and the Buyer for
the supply of Goods shall remain in existence notwithstanding any exercise by the
Seller of its rights under this clause 7.
8 Return of Goods
8.1 Goods correctly supplied in accordance with the Buyer’s order may not
be returned without the Seller’s written consent (including where there has
been duplication of orders as referred to in clause 3.8).
8.2 If such written consent referred to in clause 8.1 is forthcoming a returned
goods handling charge of 15% (fifteen per cent) of the price (or £5.00 if
greater) will be made. In no circumstances will Goods which have, in the reasonable
opinion of the Seller, been used be considered by the Seller for return unless there
is (in the opinion of the Seller) a valid reason for such return.
9.1 The Buyer shall not be entitled to cancel the Contract and if the Buyer purports
to do so it shall indemnify the Seller for all losses, costs and expenses incurred
by the Seller in relation to the Contract.
9.2 The Seller shall be entitled to cancel the Contract or suspend any further deliveries
under the Contract without any liability to the Buyer if:
- (a) there is insufficient stock to deliver the Goods ordered by the Buyer;
(b) one or more of the Goods ordered by the Buyer was listed at an incorrect price
due to a typographical error or an error in the pricing information received by
the Seller from its suppliers;
- (c) the Buyer makes any voluntary arrangement
with its creditors or becomes bankrupt or subject to an administration order or
has an administrator appointed in respect of it or goes into liquidation;
an encumbrancer takes possession, or a receiver is appointed over any of the property
or assets of the Buyer; or
- (e) the Buyer ceases or threatens to cease to carry
on business; and if the Goods have been delivered in whole or in part but not paid
for the price of the Goods shall become immediately due and payable.
9.3 If the Seller cancels the Buyer’s order, the Seller will notify the Buyer
accordingly and will re-credit the Buyer with any amounts deducted by the Seller
in respect of that order as soon as possible but in any event within 30 (thirty)
days of cancellation. The Seller will not be under any obligation to pay the Buyer
any additional compensation for inconvenience or disappointment.
10 Export Terms
10.1 In these Conditions "Incoterms" means the international rules for
the interpretation of trade terms of the International Chamber of Commerce as published
in 2000. Unless the context otherwise requires, any term or expression which is
defined in or given a particular meaning by the provisions of Incoterms shall have
the same meaning in these Conditions, but if there is any conflict between the provisions
of Incoterms and these Conditions, the latter shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions
of this clause 10 shall (subject to any special terms agreed in writing between
the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations
governing the importation of the Goods into the country of destination and for the
payment of any duties on them.
10.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods
shall be delivered FOB to the air or sea port of shipment and the Seller shall be
under no obligation to give notice under section 32(3) of the Sale of Goods Act
10.5 The Buyer shall be responsible for arranging for testing and inspection of
the Goods at the Seller’s premises before shipment. The Seller shall have
no liability for any claim in respect of any defect in the Goods which would be
apparent on inspection and becomes known after shipment, or in respect of any damage
caused during transit.
10.6 Unless otherwise agreed by the Seller, payment of all amounts due to the Seller
shall be made by irrevocable letter of credit opened by the Buyer in favour of the
Seller and confirmed by a bank in the United Kingdom acceptable to the Seller.
11 Warranties and Liability
11.1 The Seller will make every effort to ensure that the Goods supplied will be
of satisfactory quality and warrants that the Goods will be free from defects in
materials and workmanship for a period of 24 (twenty-four) months from the date of delivery for products manufactured by the Seller or bearing the brand names "Canford", "Tecpro", "EMO", "Panamic", "Neal" or "Totalsystems"; for all other products the period will be 12 (twelve) months from the date of delivery unless the manufacturer of the product offers a longer period.
11.2 The Seller shall be under no liability:
- (a) in respect of any defect in the Goods arising from any drawing, design or specification
supplied by the Buyer;
- (b) in respect of any defect arising from fair wear and
tear, wilful damage, negligence, abnormal working conditions, failure to follow
the Seller’s instructions (whether oral or written), misuse or alteration
or repair of the Goods without the Seller’s approval;
- (c) if the total
price for the Goods has not been paid by the due date for payment; or
- (d) in
respect of parts or materials not manufactured by the Seller, in respect of which
the Buyer shall only be entitled to the benefit of any warranty or guarantee which
is given by the manufacturer to the Seller.
11.3 Any claim by the Buyer based on any defect in the quality or condition of the
Goods or their failure to correspond with the agreed specification shall (whether
or not delivery is refused by the Buyer) be notified to the Seller within 7 (seven)
days from the date of delivery or (where the defect or failure was not apparent
on reasonable inspection) within a reasonable time after discovery of the defect
or failure. If delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and the Seller
shall have no liability for such defect or failure, and the Buyer shall be bound
to pay the contract price as if the Goods had been delivered in accordance with
11.4 Where any valid claim in respect of any of the Goods (which is based on any
defect in the quality or condition of the Goods or their failure to meet the agreed
specification) is notified to the Seller in accordance with these Conditions, the
Seller shall (subject to (i) the Seller giving its prior written consent to return
of the Goods; and (ii) the Buyer returning the Goods at its own expense to such
location as the Seller may notify in writing with details of the invoice covering
the purchase and a description of the problem) be entitled to repair or replace
the Goods (or the part(s) in question) free of charge or, at the Seller’s
sole discretion, refund to the Buyer the price of the Goods (or a proportionate
part of the price), but the Seller shall have no further liability to the Buyer.
11.5 In no circumstances shall the Seller's liability to the Buyer for any breach
of warranty exceed: (a) in respect of any damage to or loss of tangible property
caused by defective Goods, a total of £25,000 (twenty five thousand pounds);
and (b) in respect of any other loss or damage, whichever is the greater of: (i)
the price paid for the Goods in respect of which the claim is made; and (ii) any
sum recovered by the Seller from its own supplier (after having used all reasonable
endeavours to make such recovery) in respect of the defective Goods or part thereof.
11.6 Except as provided for in these Conditions, there are no warranties, express
or implied, of satisfactory quality or of fitness for a particular purpose, or of
any other kind except as to title. In particular, all conditions and warranties
which would otherwise be implied by statute or under the common law are hereby excluded
to the fullest extent permitted by law.
11.7 The Seller shall under no circumstances be liable for loss of profits, revenue
or business opportunity, whether direct or indirect, or for any other indirect,
special or consequential loss (including loss of anticipated profit or third party
claims) howsoever arising either from breach or non-performance of any of its obligations
under the Contract or from the supply of or intended use of the Goods, even if the
Seller has been advised of the possibility of such potential loss, except that the
Seller shall be liable for loss arising from death or personal injury resulting
from the proven negligence of the Seller.
11.8 All recommendations and advice given by or on behalf of the Seller to the Buyer
as to methods of storing, using or applying the Goods, the purposes for which the
Goods may be applied and the suitability of using the Goods in any manufacturing
process or in connection with any other materials are given for guidance only.
12 Intellectual Property
12.1 The Seller retains copyright in respect of all drawings, plans, specifications
and catalogues issued by it to the Buyer and the Contract shall not be deemed to
transfer to the Buyer any of the Seller’s copyright, patents, designs, trade
marks or other intellectual property rights.
12.2 "Canford", "The Source", "Tecpro", “Panamic”,
“EMO”, "NEAL", "FST", "HST", "SDV", “LFH”,
“Rackpro”, “Prorack”, “Trueway”, “Cablesource”,
"D-MUSA" and "Big Ears" are the registered or unregistered trademarks of the Seller.
12.3 The "Canford" and "The Source" logos are registered trademarks
of the Seller.
12.4 "BBC" is a trademark of the British Broadcasting Corporation and is used under licence.
12.5 Whilst the Seller is not aware of any infringement by the Goods of any third
party’s intellectual property rights, the Seller makes no representation or
warranty that use of the Goods does not infringe any such rights and the Seller
accepts no liability in this respect.
13 Legal Framework
13.1 The Seller’s address and various contact details are available at www.canford.co.uk/contactus or the Buyer can e-mail the Seller at firstname.lastname@example.org. Information about special offers available only via the Website will be displayed on the Website. Information on the technical steps to follow to conclude an order via the Website is available at www.canford.co.uk/howtoorder. The Seller’s VAT identity number is GB 660 1163 71.
13.2 The Seller is a member of a group of companies and accordingly the Seller may
perform any of its obligations or exercise any of its rights hereunder by itself
or through any other member of its group including a subsidiary or holding company
of the Seller (as defined by s.1159 of the Companies Act 2006).
13.3 The Seller shall not be liable to the Buyer or be deemed to be in breach of
the Contract by reason of any delay in or failure to perform any of its obligations
under the Contract if the delay or failure was caused by circumstances outside the
reasonable control of the Seller.
13.4 The failure of the Seller to insist upon the strict performance of any of the
terms and conditions of the Contract shall not be construed as a waiver of any such
term or condition and shall in no way affect the Seller’s right to enforce
such provision later.
13.5 If it becomes necessary for a court to enforce these Conditions and any one
of these Conditions is found to be invalid or unenforceable this will not affect
the remainder of these Conditions.
13.6 A person who is not a party to the Contract has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract between the
Seller and the Buyer but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
13.7 The construction, validity and performance of the Contract shall be governed
by English law and by entering into the Contract the parties submit to the jurisdiction
of the English courts.