Concept 2 Solution Systems

Terms and conditions for the Purchase of Goods

These terms and conditions (the "Terms") apply between C2S Systems (a division of WellTrade Services Ltd.), whose details are provided at the end of these Terms (the "Company") and you, the customer identified in the Delivery Note, with respect to the Goods (as these terms are defined in clause 4.1 below).

1. 1.
   Interpretation
   1. 1.1
      A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
   2. 1.2
      Words in the singular include the plural and in the plural include the singular.
   3. 1.3
      A reference to one gender includes a reference to the other gender.
   4. 1.4
      Condition headings do not affect the interpretation of these conditions.
   5. 1.5
      You shall not be considered as a 'Consumer' as this term is defined under the Consumer Protection Act or the Consumer Protection (Distance Selling) Regulations 2000, nor will you be considered as 'dealing as consumer' as this term is defined under the Unfair Contract Terms Act 1977.
   6. 1.6
      For the avoidance of doubt, it is clarified that the Goods are not of a type ordinarily supplied for private use or consumption and are not sold for that purpose.
2. 2.
   Your Representations and Warranties
   1. 2.1
      You represent and warrant that you buy the Goods as part and in the course of your business or profession, and that you do not wish the Goods to be supplied to you for you own private use.
   2. 2.2
      If you are not located within the UK and/or if the Goods are to be sent by the Company, at your request, to any location outside the UK, you hereby warrant that the Goods can be legally sent to you or to such location, and that these Terms are binding under the laws of such place, at least to the same extent as they are in the UK.
   3. 2.3
      You are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and your purchase of products from the Company shall not infringe any law, agreement or third party's right.
3. 3.
   Application of Terms
   1. 3.1
      The purchase of the Goods shall be subject to these Terms to the exclusion of all other terms and conditions not explicitly referred to in these Terms (including any terms or conditions which you may purport to apply under any purchase order, confirmation of order, specification or other document), save for the Delivery Note that is incorporated to these Terms by reference, and for the Terms of Use of the Company's website (located at www.wtsbroadcast.com), if and to the extent that the purchase shall be made through the said website.
   2. 3.2
      Any variation to these Terms and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Terms.
   3. 3.3
      The acceptance of the Goods by you shall be deemed to be an acceptance by you to buy the Goods from the Company "As Is", subject to these Terms.
4. 4.
   Description
   1. 4.1

      The quantity, names, types and description of the ordered products, the price, the Period (as this term is defined below) and its commencement date and your identity shall be as set out in the delivery note attached to these Terms (the "Delivery Note").

      For the Purpose of these Terms, the "Goods" means the products set out in the Delivery Note together with all replacements of such equipment and all accessories, additions, manuals etc.

      For the Purpose of these Terms, the "Period" means the period of the rent of the Goods. The Period shall start on the earlier between: the date on which the Goods are delivered to you or the date on which the Goods are available for collection by you (as provided in clause 5.2 below).

   2. 4.2
      All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form a part of these Terms and this is not a sale by sample.
5. 5.
   Delivery
   1. 5.1
      Unless specifically agreed otherwise, Delivery of the Goods shall take place at the Company's place of business in London: Media Park, 40b River Road, Barking, London IG11 0DW.
   2. 5.2
      Unless specifically agreed otherwise, you shall be responsible to take delivery of the Goods within 7 days of the Company giving notice that the Goods are ready for delivery, from the Company's premises. You shall be responsible to arrange, at your expense, transport and adequate and appropriate equipment and manual labour for loading the Goods at the delivery point.
   3. 5.3
      You (and/or any person taking possession of the Goods on your behalf) shall be responsible to inspect the conditions of the Goods, upon collecting them. The acceptance of the Goods at the delivery point shall be deemed to be a confirmation of the condition of the Goods and of your acceptance of the Goods at such condition.
   4. 5.4
      Used goods are sold off the shelf. Packaging of such goods can be provided, at an additional cost, subject to early written request.
6. 6.
   Delivery Dates and Non-Delivery
   1. 6.1
      Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
   2. 6.2
      Subject to the other provisions of these Terms the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle you to terminate or rescind the purchase of the Goods, unless such delay exceeds 90 days.
   3. 6.3

      If for any reason you fail to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisations:

      1. (a)
         risk in the Goods shall pass to you (including for loss or damage caused by the Company's negligence);
      2. (b)
         the Goods shall be deemed to have been delivered; and
      3. (c)
         the Company may store the Goods until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
   4. 6.4
      The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business in London shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
   5. 6.5
      The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless you give a written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
   6. 6.6
      Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
7. 7.
   Risk and Insurance
   1. 7.1
      he Goods are at your risk from the time of delivery. For the avoidance of doubt, it is clarified that the Company shall not be held responsible for any damage done to the Goods during transportation, even if the damage was due to inadequate packing made by the Company, or the transportation was arranged and/or paid by the Company.
   2. 7.2
      You are advised that you are responsible to arrange for insurance for the Goods, from the moment they leave the Company's place of business in London, even if the transportation was arranged by the Company. “Goods in Transit” insurance can be arranged by the Company, at an additional cost, subject the Company's consent.
8. 8.
   Title
   1. 8.1

      Ownership and title of the Goods shall not pass to you until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

      1. (a)
         the Goods; and
      2. (b)
         all other sums which are or which become due to the Company from you on any account.
   2. 8.2

      Until ownership of the Goods has passed to you, you shall:

      1. (a)
         hold the Goods on a fiduciary basis as the Company's bailee;
      2. (b)
         store the Goods (at no cost to the Company) separately from all other goods of you or any third party in such a way that they remain readily identifiable as the Company's property;
      3. (c)
         not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
      4. (d)
         maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request you shall produce the policy of insurance to the Company; and
      5. (e)
         not encumber or in any way charge any of the Goods, until the full ownership is passed to you.
   3. 8.3

      Until the full ownership is passed to you, your right to possession of the Goods shall terminate immediately if:

      1. (a)
         you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of you or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of you or for the granting of an administration order in respect of you, or any proceedings are commenced relating to the insolvency or possible insolvency of you; or
      2. (b)
         you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under these Terms or any other contract between the Company and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
      3. (c)
         you encumber or in any way charge any of the Goods.
   4. 8.4
      The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
   5. 8.5
      If your right to possession of the Goods shall terminate in accordance with clause 8.3, or if you fail to pay to the Company in full and on time any amount (under these Terms or under any other agreement), the Company may require you to forthwith deliver the Goods to the Company at your expense.
   6. 8.6
      8.6 You grant the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to recover them, when your right to possession has terminated.
   7. 8.7
      Where the Company is unable to determine whether any Goods are the goods in respect of which your right to possession has terminated, you shall be deemed to have sold all goods of the kind sold by the Company to you in the order in which they were invoiced to you.
   8. 8.8
      On termination of these Terms, howsoever caused, the Company's rights contained in this clause shall remain in effect.
9. 9.
   Price
   1. 9.1
      Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Delivery Note.
   2. 9.2
      The price for the Goods shall be exclusive of value added tax or any other applicable tax, charge or custom, and all costs or charges in relation to delivery, transportation, packaging, loading, unloading, carriage and insurance, all of such amounts shall be paid by you in addition to the payment for the Goods as set as set out in Clause 9.1 above. The total cost of the Goods to be paid to the Company shall be set out in the Delivery Note.
10. 10.
    Payment Terms
    1. 10.1
       Subject to clause 10.4, payment of the price for the Goods is due in pounds sterling except when otherwise agreed by WTS Broadcast Limited, cleared funds are required prior to the release of the equipment. Unless otherwise agreed, on receipt of a purchase order WTS Broadcast Limited request a deposit payment of 10% of the agreed sales value.
    2. 10.2
       Time for any payment shall be of the essence.
    3. 10.3
       No payment shall be deemed to have been received until the Company has received cleared funds.
    4. 10.4
       All payments payable to the Company in connection with these Terms shall become due immediately on their termination despite any other provision.
    5. 10.5
       You shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you has a valid court order requiring an amount equal to such deduction to be paid by the Company to you.
    6. 10.6
       If you fail to pay the Company any sum due in connection with these Terms, you shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
11. 11.
    Quality/Warranty
    1. 11.1
       Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to you the benefit of any warranty or guarantee given to the Company.
    2. 11.2

       Further Warrants:

       1. (a)
          The Company warrants that (subject to the other provisions of these Terms) on delivery the Goods shall:

          1. (i)
             be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
          2. (ii)
             be reasonably fit for its ordinary use; and
          3. (iii)
             be reasonably fit for any particular purpose for which the Goods are being bought if you had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for you to rely on the skill and judgement of the Company.
       2. (b)
          If Goods are used goods, the Company grants a warranty for 4 (four) months on parts and labour against manufacturer’s defects, excluding with respect to video heads, tubes and CCD blocks, and all to defects resulting from fair wear and tear. The external aspect (casing) of the Goods is not covered under the terms of this warranty, and collecting such Goods (as prescribed under clause 5.3) shall be deemed as an acceptance of the external condition of the Goods.
    3. 11.3

       The Company shall not be liable for a breach of any of the warranties in clause ?11.2 unless:

       1. (a)
          you give written notice of the defect to the Company, within 7 days of the time when you discover or ought to have discovered the defect; and
       2. (b)
          the Company is given a reasonable opportunity after receiving the notice of examining such Goods and you (if asked to do so by the Company) return such Goods to the Company's place of business for the examination to take place there.
       3. (c)
          you alter or repair such Goods without the written consent of the Company; or
       4. (d)
          any such damage or fault to the Goods is due to mishandling, negligence, abuse or unreasonable or improper use or installation of the equipment.
    4. 11.4

       The Company shall not be liable for a breach of any of the warranties in clause ?11.2 if:

       1. (a)
          you make any further use of such Goods after giving such notice; or
       2. (b)
          the defect arises because you failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
       3. (c)
          you alter or repair such Goods without the written consent of the Company; or
       4. (d)
          any such damage or fault to the Goods is due to mishandling, negligence, abuse or unreasonable or improper use or installation of the equipment.
    5. 11.5
       Subject to clauses 11.3 - 11.4, if any of the Goods does not conform with any of the warranties in clause 11.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata rate provided that, if the Company so requests, you shall return the Goods or the part of such Goods which is defective to the Company.
    6. 11.6
       If the Company complies with clause 11.5 it shall have no further liability for a breach of any of the warranties in clause 11.2 in respect of such Goods.
    7. 11.7
       For the avoidance of doubt, repairs of the Goods must be carried out by a Company's approved technician. You are responsible to ensure that the equipment is transferred to such approved technician for the repairs to be carried out.
    8. 11.8
       To the maximum extent permitted by law and unless explicitly provided otherwise under these Terms, the Company does provide you with any warranty, explicit or implied, in connection with the Goods, including their fitness for any purpose, and any such warranties are hereby explicitly excluded.
    9. 11.9
       TRANSFER OF WARRANTY - If the goods are sold within the period of the warranty, you must immediately notify the Company, to avoid nullification of the warranty. However, the Company reserves the right to refuse the transfer of the warranty.
12. 12.
    Limitation of Liability
    1. 12.1

       Subject to clauses 5, 6, and 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:

       1. (a)
          any breach of these conditions;
       2. (b)
          any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods; and
       3. (c)
          any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms.
    2. 12.2
       All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Terms.
    3. 12.3

       Nothing in these conditions excludes or limits the liability of the Company:

       1. (a)
          for death or personal injury caused by the Company's negligence; or
       2. (b)
          under section 2(3), Consumer Protection Act 1987; or
       3. (c)
          for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
       4. (d)
          for fraud or fraudulent misrepresentation.
    4. 12.4

       Subject to clauses 12.2 and 12.3:

       1. (a)
          The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the price paid for the Goods; and
       2. (b)
          The Company shall not be liable to you for loss of income, loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these Terms.
13. 13.
    Force Majeure

    The Company reserves the right to defer the performance of any of its obligations under these Terms or to cancel these Terms (without liability to you) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, you shall be entitled to give notice in writing to the Company to terminate these Terms.

14. 14.
    Governing Law and Jurisdiction

    The formation, existence, construction, performance, validity and all aspects of these Terms shall be governed by and construed in accordance with the English law without respect to its conflict of laws principles, and the parties submit to the exclusive jurisdiction of the English courts with competent jurisdiction.

15. 15.
    General
    1. 15.1
       The Company may assign these Terms or any part of them to any person, firm or company. You may not assign these Terms or any part of them without the prior written consent of the Company.
    2. 15.2
       These Terms together with the Delivery Note and the Terms of Use of the Company's website, if and to the extent that the purchase shall be made through such website, shall constitute the entire agreement between you and the Company concerning the purchase of the Goods.
    3. 15.3
       Each right or remedy of the Company under these Terms is without prejudice to any other right or remedy of the Company whether under these Terms or not.
    4. 15.4
       If any provision of these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and the remainder of such provision shall continue in full force and effect.
    5. 15.5
       Failure or delay by the Company in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any of its rights under these Terms.
    6. 15.6
       Any waiver by the Company of any breach of, or any default under, any provision of these Terms by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of these Terms.
    7. 15.7
       The parties to these Terms do not intend that any term of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16. 16.
    Communications
    1. 16.1

       All communications between you and the Company about these Terms shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

       1. (a)
          (in case of communications to the Company) to its registered office or such changed address as shall be notified by the Company; or
       2. (b)
          (in the case of the communications to you) to the registered office of the addressee (if it is a company) or (in any other case) to any address set out in advance in writing to the Company.
    2. 16.2

       Communications shall be deemed to have been received:

       1. (a)
          if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
       2. (b)
          if delivered by hand, on the day of delivery; or
       3. (c)
          if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
    3. 16.3
       Communications addressed to the Company shall be marked for the attention of Company Secretary.
17. 17.
    Corporate Information

    The Company is C2S Systems (a division of WellTrade Services Ltd.), company number 3133829, VAT number GB680915810, registered at Media Park, 40b River Road, Barking, London IG11 0DW United Kingdom and whose registered offices are at the same address as above and can be contacted through telephone number +44(0)208-594-3867or email: sales@c2ssystems.com