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Terms and Conditions

CONDITIONS OF SALE – ASTON MICROPHONES LIMITED

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: these terms and conditions (as may be amended from time to time).
Contract: the contract between us for the sale and purchase of the Goods in accordance with these Conditions.
Goods: the goods (or any part of them) set out in the Order.
Order: your order for the Goods, as set out in purchase order form.
We/Aston: Aston Microphones Limited, a company incorporated in England & Wales under company number 09469537 whose registered office is at 3 Hunting Gate, Hitchin, Hertfordshire, SG4 0TJ
You/Your: the company placing an Order for Goods with us.

1. THE CONTRACT
1.1 These Conditions apply to the Contract to the exclusion of any other terms thatYou may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 Your Order constitutes an offer by You to purchase the Goods from Aston in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
1.3 The Order shall only be deemed to be accepted when We issue a written acceptance of the Order (by email), at which point the Contract shall come into existence.
1.4 The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Aston which is not set out in the Contract.

2. GOODS
2.1 The Goods are as described in the Aston trade catalogue/website.
2.2 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3. DELIVERY
3.1 We shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
3.2 We shall deliver the Goods to the location set out in the Order or such other location as we may agree (Delivery Location) at any time after we notify You that the Goods are ready.
3.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide Aston with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.

4. QUALITY
4.1 The Supplier warrants that on delivery, and for a period of 2 years from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship
4.2 Subject to clause 4.3, if during the Warranty Period You consider a claim under the warranty to be appropriate, You must return the defective product(s) to Aston in the UK. If the item is found to be defective, a replacement will be issued as soon as is practicable, subject always to there being available stock.
4.3 Where Your customer registers their purchase online within 28 days of the such purchase from You, the Warranty Period shall be extended by a further 12 months.:
We may, at our sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.4 We shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 in any of the following events:
(a) You make any further use of such Goods after giving notice in accordance with clause 4.2;
(b) the defect arises because You failed to follow Aston’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) You alter or repairs the Goods without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
4.5 Except as provided in this clause 4, We shall have no liability to You in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
4.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4.7 These Conditions shall apply to any repaired or replacement Goods supplied by Aston.

5. TITLE AND RISK
5.1 The risk in the Goods shall pass to You on completion of delivery. If You fail or refuse to take delivery, risk will be deemed to have transferred to you on the 3rd Business Day following the first attempted delivery.
5.2 Title to the Goods shall not pass to You until the earlier of:
(a) We receive payment in full (in cleared funds) for the Goods; and
(b) You resell the Goods, in which case title to the Goods shall pass to You at the time specified in clause 5.4.
5.3 Until title to the Goods has passed to You, You shall:
(a) store the Goods separately from all other goods held by You so that they remain readily identifiable as the property of Aston ;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Aston immediately if it becomes subject to any of the events listed in clause 7.2; and
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(e) give Aston such information relating to the Goods as We may require from time to time.
5.4 Subject to clause 5.5, You may resell the Goods in the ordinary course of your business (but not otherwise) before Aston receives payment for the Goods. However, if You resell the Goods before that time:
(a) You do so as principal and not as an agent of Aston; and
(b) title to the Goods shall pass from Aston to You immediately before the time at which resale by You occurs.
5.5 If before title to the Goods passes to You you become subject to any of the events listed in clause 7.2, then, without limiting any other right or remedy Aston may have:
(a) Your right to resell the Goods or use them in the ordinary course of your business ceases immediately; and
(b) We may at any time:
(i) require You to deliver up all Goods in your possession which have not been resold; and
(ii) if You fail to do so promptly, enter any premises of the Yours or of any third party where the Goods are stored in order to recover them.

6. PRICE AND PAYMENT
6.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Aston published price list in force as at the date of delivery.
6.2 We may, by giving notice to You at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Aston’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by You to change the delivery date(s), quantities or types of Goods ordered, or
(c) any delay caused by any instructions of Yours or failure of Yours to give us adequate or accurate information or instructions.
6.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to You unless it is agreed otherwise.
6.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). You shall, on receipt of a valid VAT invoice from Aston, pay to Aston such additional amounts in respect of VAT as is chargeable on the supply of the Goods (if any).
6.5 We may invoice You for the Goods on or at any time before or after the completion of delivery.
6.6 You shall pay the invoice in full and in cleared funds within 7 Business Days of the date of the invoice. Payment shall be made to the bank account set out in the invoice. Time of payment is of the essence.
6.7 If You fail to make any payment due to Aston under the Contract by the due date for payment, then You shall pay interest on the overdue amount at the rate of 8% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
6.8 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies We may have, set off any amount owing to Aston by You against any amount payable by Aston to You.

7. TERMINATION AND SUSPENSION
7.1 If You become subject to any of the events listed in clause 7.2, We may terminate the Contract with immediate effect by giving written notice to You. For the purposes of this clause, email will be sufficient.
7.2 For the purposes of clause 7.1, the relevant events are:
(a) You suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or You admit your inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enters into any compromise or arrangement with your creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up,
other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
(e) (being a company) the holder of a qualifying floating charge over the Your assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
(g) (being an individual) You are the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of Yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a) to clause 7.2(f) (inclusive);
(j) You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;
(k) Your financial position deteriorates to such an extent that in the opinion of Aston Your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or You become a patient under any mental health legislation.
7.3 Without limiting any other rights or remedies available to Aston, We may suspend provision of the Goods under the Contract or any other contract between us if You become subject to any of the events listed in clause 7.2(a) to clause 7.2(l), or We reasonably believes that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.
7.4 On termination of the Contract for any reason You shall immediately pay to Us all outstanding unpaid invoices and interest.

8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude Aston’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
8.2 Subject to clause 8.1:
(a) We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods.

9. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

10. GENERAL
10.1 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without the prior written consent of Us.
10.2 Notices.
10.3 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
10.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Us.
10.5 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
10.6 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

CONTACT US
Aston Microphones Ltd, 3 Hunting Gate, Hitchin SG4 0TJ United Kingdom
+44 0845 500 2 500 - sales@astonmics.com
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