STANDARD TERMS AND CONDITIONS (Version May 2018)
FOR SALE OF GOODS OF

The Sound Post Limited

1. DEFINITIONS

In this document the following words shall have the following meanings:
1.1 “Customer” means the organisation or person who buys Goods from TSP;
1.2 “Goods” means the articles to be supplied to the Customer by TSP;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Price List” means the list of prices of the Goods maintained by TSP as amended regularly;
1.5 “TSP” means TThe Sound Post Limited, Jocelyn House, 2d Newopaul Way, Warminster, Wiltshire, BA12 8RY, United Kingdom. Registered in England No. 03100243.

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by TSP to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by TSP in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by TSP.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the customer’s acceptance of these conditions.

3. PRICE AND PAYMENT

3.1 The price shall be that stipulated in the TSP’s published List Price current at the date of delivery of the goods, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Customer at the rates published on the current Price List.
3.2 Payment of the price and VAT and any other applicable costs shall become immediately due and payable to TSP unless an application for credit has been made by the Customer and accepted by TSP. If TSP agrees to give credit then payment in full shall be due and payable within 30 days of the date of receipt of the invoice supplied by TSP. The time of payment of the Price and VAT shall be of the essence.
3.3 TSP shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3% per annum above the Barclays Bank plc base rate and shall accrue at such rate after as well as before any judgement.
3.4 If payment of the price or any part thereof is not made by the due date, TSP shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 rRefuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
3.4.4 claim all costs and expenses (including legal costs on the basis of a full indemnity) incurred in recovering or attempting to recover payment.

4. DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.

5. SAMPLE

Where a sample of the Goods is shown to and inspected by the Customer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Customer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

6. DELIVERY

6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address of the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by TSP is an estimate only. Time for delivery shall not be of the essence of the contract.
6.3 If the Customer is unable to take delivery of the Goods for reasons beyond TSP’s control, then TSP shall be entitled to place the Goods in storage until such times as delivery may be affected and the Customer shall be liable for any expense associated with such storage.
6.4 The Customer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Customer must notify TSP of the damage within 48 hours of delivery and where possible, sign for the goods as damaged.

7. TITLE & RISK

Risk in the Goods shall pass to the Customer at the moment the Goods are dispatched from TSP`s premises. Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it.

8. TITLE

8.1 Title in the Goods shall not pass to the Customer until TSP has been paid in full (in cash or cleared funds) for: (a)the goods; and (b)any goods or services that TSP has supplied to the customer in respect of which payment has become due.
8.2 Until title of the goods has passed to The Customer: (a) TSP and its agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the Goods or any part are stored, or upon which TSP reasonably believes them to be kept; (b)the Customer shall store or mark the Goods in a manner so that they remain immediately identifiable as the property of TSP; (c) the Customer shall insure the Goods to their full replacement value, and arrange for TSP to be noted on the policy of insurance as the loss payee.

9. ACCEPTANCE

9.1 The Customer shall be deemed to have accepted the goods 48 hours after delivery to the Customer unless agreed in writing with TSP.
9.2 After acceptance the Customer shall not be entitled to reject Goods. The Customer will be charged the full invoice price of such goods unless notice of rejection is given within 48 hours of delivery.
9.3 No Goods delivered to the Customer which are in accordance with the contract will be accepted for return without the prior approval of TSP. If TSP agrees to such return the Customer must telephone within 48 hours of delivery to obtain a return reference. The Customer will be charged for return carriage plus a handling charge of 10% of the invoice price.

10. LIABILITY

10.1 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to TSP or not) are hereby excluded from the contract.
10.2 Except in respect of fraud or death or personal injury caused by TSP’s negligence or liability for defective products under The Consumer Protection Act 1987 the entire liability of TSP in connection to the contract shall not exceed the price of the Goods supplied.
10.3 TSP shall not be liable pursuant to the contract for any loss of profit or goodwill or from any type of indirect, incidental, special consequential or exemplary loss, damage costs or expenses.

11. LIMITATION OF LIABILITY

11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, TSP shall be liable for all loss or damage suffered by the Customer but in an amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of TSP for death or personal injury as a result of TSP’s negligence or that of its employees or agents.

12. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of TSP, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in TSP by the execution of appropriate instruments or the making of agreements with third parties.

13. FORCE MAJEURE

TSP shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of Goods from the source of supply, and TSP shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as TSP considers unreasonable, it may, without liability on its part, terminate the contract.

14 . RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

15. ASSIGNMENT AND SUB-CONTRACTING

The contract between the Customer and TSP for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of TSP.

16. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17. SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

19. DATA PROTECTION

19.1 Definitions.

a) Agreed Purpose: the sale of Goods pursuant to these terms and conditions.
b) Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
c) Data Protection Legislation:
(i) the Data Protection Act 1998, until the effective date of its repeal,
(ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and
(iii) any successor legislation to the Data Protection Act 1998 and the GDPR.
d) Permitted Recipients: the parties to these terms and conditions, the employees of each party and any third parties engaged to perform obligations in connection with these terms and conditions.
e) Shared Personal Data: the personal data to be shared between the parties under these terms and conditions.

19.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purpose. Each party shall:

a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purpose;
b) give full information to any data subject whose personal data may be processed under these terms and conditions of the nature of the data shared by such processing. This includes giving notice that, on the termination of the agreement between the parties (this agreement), personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
c) process the Shared Personal Data only for the Agreed Purpose;
d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these terms and conditions;
f) process no other personal data acquired in connection with these terms and conditions other than the Shared Personal Data;
g) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
h) not transfer any personal data outside of the European Economic Area unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled:
(i)the data subject has enforceable rights and effective legal remedies with regard to the transferred personal data;
(ii)the transferring party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.

19.3 Compliance: Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

19.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

a) allow the other party to approve and, if the other party deems necessary, to amend any notices given to data subjects in relation to the Shared Personal Data;
b) promptly inform the other party about the receipt of any data subject access request;
c) provide the other party with reasonable assistance in complying with any data subject access request;
d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party;
e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
g) at the written direction of any data subject, delete or return personal data and copies thereof to the data subject on termination of this agreement unless required by law to store the personal data;
h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers.
i) maintain complete and accurate records and information to demonstrate its compliance with this clause; and
j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

19.5 Indemnity. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses reasonably and properly incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

TM. Primavera is a registered trade mark © All imagery and design. 2018: The Sound Post Ltd.