Terms and Conditions

Terms and Conditions of Sale

INTERPRETATION:

In these Conditions the following expressions shall have the following meaning:-

“Audiosigns” means Audiosigns Limited.

“The Customer” means the person, firm, company and or any other organisation who accepts a quotation of Audiosigns for the sale of Goods or Whose order for the Goods is accepted by Audiosigns.

“The Goods” means the goods (including any instalment of the goods or any parts of them) which Audiosigns is to supply in accordance with these conditions.

“The Contract” means the contract for the purchase and sale of the Goods.

ACCEPTANCE:

These Terms and Conditions supersede any Terms and Conditions proposed by the Customer and these Conditions shall govern the Contract to the exclusion of any other Terms and Conditions. These Conditions may not be varied except with the written consent of Audiosigns.

All and any business undertaken by Audiosigns is transacted subject to the Conditions hereinafter set out. Should the Customer wish to contract with Audiosigns a otherwise than subject to these Conditions special express arrangements should be made and such arrangements shall only apply and be binding on Audiosigns if made in writing and signed by a Director or Secretary of Audiosigns. Should any of these Conditions conflict with any conditions stated in the Customer’s order then these Conditions shall prevail. Any conduct by the Customer in confirmation of any transaction with Audiosigns after receipt by the Customer of an acknowledgement of order shall constitute unqualified acceptance by the Customer of these Conditions.

PRICES:

Published prices are ex works and are subject to change without notice. The price of the Goods shall be Audiosigns’ quoted price or, where no price has been quoted, the price listed in Audiosigns published ex-works price list current at the date of despatch of the Goods.

VALUE ADDED TAX:

Prices quoted exclude VAT, or any other tax or duty payable by the Customer, and will be charged and paid by the Customer in accordance with VAT and other appropriate legislation when the Goods are despatched.

ORDERS:

Telephone orders require subsequent written confirmation which must be clearly marked “CONFIRMATION” otherwise Audiosigns will not accept responsibility for duplication of despatch. Audiosigns reserve the right to refuse acceptance of an order particularly if an account is in arrears. No order may be cancelled without Audiosigns’s written consent. Such cancellation shall be made only upon terms that the Customer will indemnify Audiosigns for any loss or damage resulting from such cancellation. Customers may be required and shall sign an order acknowledgement form detailing cancellation charges.

DELIVERY:

Audiosigns will use its best endeavours to supply Goods within the time stated in any written quotation. Particularly with custom-made Goods, delays in the supply of component parts may arise that are beyond the reasonable control of Audiosigns. Where an out-of-stock situation arises the specified delivery times will apply but are to be treated as estimates only and for the avoidance of doubt time of delivery shall not be of the essence of the Contact. Audiosigns shall not be liable for any delay in delivery of the Goods howsoever caused. Carriage is charged based on weight and delivery service. Special delivery requirements must be made in writing. Risk in the Goods passes upon delivery, which is when Audiosigns or its appointed carrier delivers the Goods to the Customer or to his appointed agent, who may be the Customer’s carrier. Where the Goods are to be delivered by Audiosigns in instalments, each delivery shall constitute a separate Contract and failure by Audiosigns to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole repudiated.

PAYMENT:

Customers without an account must make payment for the Goods and carriage by cash, cheque, bank transfer, Paypal or credit card upon making the order. If payment is made by cheque, Goods will be released/delivered once the payment has cleared. Customers with a credit account may be required to make advance payments, particularly for custom-made Goods.

CREDIT:

Account facilities will normally be provided to Customers after completion and return of an application form; trade references may be required. Audiosigns reserve the right to refuse credit at any time and to withdraw credit facilities without notice. Audiosigns’s Terms and Conditions of Sale are deemed to have been accepted upon the completion of the account application form. Where credit terms are granted, invoices are due for payment 30 days after the date of the invoice. Audiosigns shall be entitled to interest, calculated at 4% above base rate for the time being of Barclays Bank Plc on all amounts over due from the date upon which payment became due to the date of actual payment. The above payment terms shall be of the essence of the Contract. If partial deliveries are made, each delivery shall be invoiced separately and paid for when due, without regard to other deliveries which may have been made for the same order number, job number, etc.

OWNERSHIP:

Notwithstanding delivery and passing of risk in the Goods or any other provision in these Conditions, the property in the Goods shall not pass to the Customer until Audiosigns has received in full in cash or cleared funds the price of the Goods and the price of any other Goods supplied by Audiosigns to the Customer in respect of which payment is outstanding. Until property in the Goods passes from Audiosigns to the Customer as aforesaid the Customer shall hold the Goods as bailee of Audiosigns. Acceptance of Goods is deemed to be an acceptance of this clause and of these Conditions.

RETURNS:

Goods correctly supplied may not be returned without Audiosigns’s prior agreement. All returns require Audiosigns’s Authorisation Number which must accompany the Goods and be quoted in any matters arising. Goods returned for credit should be in the original, unopened, product packaging and in “as new” condition. Under no circumstances will Goods that have been used be considered for credit. A returned goods handling charge may be made particularly if the product packaging is opened. Goods are not supplied on a sale or return basis.

Audiosigns Ltd, Unit 1, Bondgate Green, Boroughbridge Road, Ripon, North Yorkshire. UK. HG4 1QW

NON-DELIVERY, SHORTAGE OR DAMAGE CLAIMS:

REPAIRS:

Goods returned for repair are entirely at the Customer’s risk and should be notified to Audiosigns in writing in advance. Repairs will only be undertaken upon written acceptance of our quotation. Audiosigns does not accept responsibility for carriage. Repair of goods under warranty can only be undertaken if a description of the fault is supplied.

GENERAL WARRANTY:

Audiosigns products will contain warranties to the end user. A standard over- the counter 1-year manufacturer limited warranty against manufacturers defect applies to all Audiosigns products. To Authorized dealers, Audiosigns warrants that upon delivery products will conform to applicable specifications and will be free from defects in materials or workmanship. Except as specified below, the Audiosigns Manufacturer Limited Warranty covers all defects in material and workmanship.

The following are not covered: Damage caused by accident, misuse, abuse, product modification or neglect; damage occurring during shipment, damage resulting from failure to follow instructions contained in the product Instruction Manual; damage resulting from the performance of repairs by someone not authorized by Audiosigns; claims based upon any misrepresentations by the seller; any Audiosigns product on which the serial number has been defaced, modified or removed.

Audiosigns will repair or replace, at its discretion, any product found to be defective or nonconforming, provided that: (a) Dealer gives prompt written notice of the defect or nonconformity within eight weeks after delivery to Purchaser; (b) at Audiosigns’s request Dealer has returned the nonconforming part to Audiosigns , freight prepaid; (c) Audiosigns has determined in its sole discretion that Dealer has not improperly handled or shipped a product, or subjected the product to misuse, misapplication, accident, alteration, neglect, improper installation, inadequate maintenance, insufficient specification and implementation of system based protection circuitry, or unauthorized repair.

WARRANTY CLAIM PROCEDURE:

Only in the case of a determined manufacturer defect of an Audiosigns authorized installed product that qualifies for the Audiosigns warranty, Audiosigns shall replace the device with equal or better product. Re-seller or successor has to surrender original parts for examination by factory assessor. A returns authorization number should be requested from the factory prior to retuning any faulty or damaged product. When requesting a number, brief details of the problem encountered will be required. Product should be returned with plaster or other coverings remaining in place. No attempt should be made to remove the plaster from the surface of the speaker prior to return as this can cause further damage to the speaker making it more difficult to identify the original problem.

Audiosigns makes no warranty with respect to goods custom-made to Purchaser’s specifications, and Purchaser’s agrees to hold Audiosigns harmless from claims based upon compliance with such specifications.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS EXPRESS OR IMPLIED. AUDIOSIGNS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AUDIOSIGNS PRODUCTS MAY INCLUDE MATERIALS THAT ARE RECONDITIONED TO LIKE-NEW PERFORMANCE AND FUNCTIONALITY.

Terms and Conditions of

IN NO EVENT WILL AUDIOSIGNS BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND SUSTAINED FROM ANY CAUSE OR ARISING OUT OF ANY LEGAL THEORY, WHETHER CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, STATUTE OR OTHERWISE EVEN IF AUDIOSIGNS HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUDIOSIGNS BE LIABLE TO BUYER IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE SUBJECT PRODUCT. THESE LIMITATIONS INCLUDE ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY PROVIDED HEREIN.

LIABILITY:

Audiosigns will endeavour to ensure that the information in any sales literature is correct. However, Audiosigns cannot accept any liability for discrepancies arising from the sale or use of Goods supplied. Audiosigns shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Audiosigns’s instructions, misuse-use or alteration or repair of the Goods without Audiosigns’s written approval. Audiosigns will be under no liability in respect of any defect if the total price of the Goods has not been paid by the due date.

Any indulgence granted by Audiosigns to the Customer or any waiver by Audiosigns of its rights under these Conditions in respect of any particular delivery or series of deliveries shall not be deemed to be a waiver of Audiosigns’s rights in respect of any further delivery nor to be an agreement to confer the same indulgence in respect of any subsequent deliveries.

Except in respect of death or personal injury caused directly by Audiosigns’s negligence, Audiosigns shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term, or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of Audiosigns, its employees or agents or otherwise, which arise out of or in connection with the supply of the Goods or the use or resale of the Goods by the Customer, except as expressly provided in these Conditions. The extent of Audiosigns’s liability under these Conditions shall be limited to either replacement of the Goods which are faulty or damaged or crediting the value of the faulty/damaged Goods as invoiced upon their return by the Customer to Audiosigns.

Audiosigns Ltd, Unit 1, Bondgate Green, Boroughbridge Road, Ripon, North Yorkshire. UK. HG4 1QW

FORCE MAJEURE:

Audiosigns will not be liable for any delay in or failure to perform any of its obligations hereunder if the delay or failure is caused by circumstances outside the reasonable control of Audiosigns. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Audiosigns’s reasonable control:-

Act of God, explosion, flood, tempest, fire or accident, war, sabotage, insurrection, civil disturbance or requisitions, acts, resolutions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority, strikes, lock-outs or other industrial actions or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

INDEMNITY:

The Customer shall indemnify Audiosigns against all duties, taxes, payments, fines, expenses, losses, damages (including physical damage) and liabilities in excess of the liability of Audiosigns in accordance with these Terms and Conditions suffered or incurred by Audiosigns in the performance of its obligations under any Contract to which these Terms and Conditions apply including any liability to indemnify any other person or company including the Customer.

LEGAL CONSTRUCTION:

These Conditions and the Contract to which this document relates shall in all respects be construed and operate in accordance with English Law. These Conditions do not reduce or diminish any statutory rights or duties under the Sale of Goods Act (1979) and Supply of Goods and Services Act (1982) or Common Law rights of either party. All Contracts concluded with Audiosigns shall be governed by English Law and any dispute arising out of any such act or Contract shall be within the exclusive jurisdiction of the English Courts.

DATA PROTECTION:

Credit and Debit card information is not retained in any electronic form by the company. Any hard copy information is stored securely, and accessed only by those with authority to do so. We do not share your personal information with other companies or individuals.

UK BRIBERY LAW:

The customer must comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010; The Customer shall promptly report to Audiosigns any request or demand for any undue financial or other advantage of any kind received by The Customer in connection with the product purchased from Audiosigns.

Audiosigns Ltd, Unit 1, Bondgate Green, Boroughbridge Road, Ripon, North Yorkshire. UK. HG4 1QW