DOLPHIN MUSIC - TERMS OF SALE
TERMS AND CONDITIONS OF SALE
These terms and conditions of sale apply to all orders that you place with us, whether the order is placed in person, on the telephone, by post, by fax or email or on our website. Please make sure that you read these conditions carefully as they set out all the terms in relation to us supplying you goods.
Please note that we do not currently accept orders from outside the EU.
1 Definitions and interpretation
1.1 In these Conditions the following terms have the following meanings:
the terms and conditions of sale set out in this document;
any agreement between us and you for the sale and purchase of the Goods incorporating these Conditions;
the goods which we are to supply to you as agreed in the Contract;
the order that you make with us for the purchase of the Goods;
S&T Audio Limited, a company registered in England and Wales with company number 03735541 whose registered office is at Answers, 10-20 Main Road, Hockley, Essex, SS5 4QS;
our website located at the url: www.dolphinmusic.co.uk and any other sub-domains of the website and any other websites operated by us; and
the customer who agrees to purchase the Goods from us on these Conditions whose details are set out on the Order.
1.2 In these Conditions:
1.1.1 the headings are included only to help you read them and they have no affect on how the Conditions are constructed or interpreted;
1.1.2 any reference to "working days" means all days other than Saturdays, Sundays and English public holidays;
1.1.3 the words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context;
1.1.4 the words "in writing" or "written" means by post, fax or email; and
1.1.5 any reference to a "clause" means a clause in these Conditions.
2 Basis of sale
2.1 These Conditions apply to all Orders for the sale of Goods that you enter into with us. When you place an Order with us, you agree to deal with us on these Conditions. No other terms, conditions, warranties or representations will apply (whether they are found in any purchase order, confirmation of order, or any other document).
2.2 We may amend these Conditions at any time, for any reason, but if we do then we will inform you of the change and the new conditions will only apply to Orders that are made after that date. Any other amendments to the Conditions must be made in writing and be signed by both of us.
2.3 You must not rely on any representations that are made to you by any of our employees or agents unless we confirm them in writing. You will not be able to claim damages for or cancel or terminate the Contract as a result of anything communicated to you in this way unless it was made fraudulently.
2.4 We will use our reasonable efforts not to, but if we make any typographical, clerical or other error or omission in any sales literature, quotation, price list, catalogue, invoice or other document or information issued by us, we will be entitled to correct the mistake without any liability.
3 Acceptance of Orders
3.1 When you order Goods from us this will be considered to be an offer by you to buy the Goods subject to these Conditions. These Conditions will then be binding on you.
3.2 The appearance of Goods on the Website or anywhere else that we sell them is an invitation to you to make an offer to purchase them by placing an Order with us. We have the right to refuse any Order and it will not bind us until we have accepted your Order and issued you with notification in writing that your Order has been accepted ("Order Acceptance").
3.3 It is your responsibility to make sure that the terms of your Order are complete and accurate.
3.4 The supply of Goods is subject to availability. If we do not supply the Goods to you for any reason, we will not charge you for those Goods and we will refund any money already paid for them. However, we will not be responsible for compensating you for any other losses which you may suffer if we are unable to supply the Goods. You accept that not all orders are available in stock in our warehouse. Some items are ordered direct from suppliers and manufacturers, with a typical delivery time of 5-7 days. You can identify these as they have the heading “available to order” next to the buy tab. Items in stock, available for next day order will say “in stock”. These may be sent from a collection of warehouses rather than a single base.
3.5 If, after accepting the Order, we discover that the Goods are unavailable, we will notify you of this and refund or re-credit you for the price of the Goods or supply you with substitute goods in accordance with clause 5.2. In the event that some but not all of the Goods comprising your Order are unavailable, we will give you the option of cancelling the whole Order or amending your Order to substitute the unavailable Goods with available goods. If you do not cancel your Order within seven (7) working days we will deliver the available Goods in accordance with clause 6 and refund or re-credit you for the unavailable Goods.
4.1 If you wish to change your Order you must do so in writing to us. We shall not be obliged to accept any change, but if we do accept the change, we will be entitled to recover from you any unavoidable losses that we suffer as a result of the change and to alter the delivery and the price as a condition of accepting the change.
4.2 If you placed your Order "at a distance" (meaning without face to face contact with us), including on our Website you are entitled to:
4.2.1 cancel your Order at any time during the seven (7) working days after the day on which your Goods are delivered to you by writing to us and giving us details of the Goods you ordered and informing us whether they have been delivered or not; and
4.2.2 receive a refund of any monies you have paid (including any delivery charges you have paid, if relevant) within thirty (30) days of informing us that you are cancelling your Order.
4.3 In the event that the Goods are delivered to you after cancellation has been received by us then you shall be responsible for returning the Goods to us as soon as reasonably practicable at your own cost, unless we inform you that we will collect the Goods.
4.4 If you cancel the Order but you fail to return the Goods to us or if you return them to us at our expense then we will be entitled to charge you for our direct costs, being the cost of the Goods if you do not return them or the cost of return delivery if we have incurred these costs.
4.5 If you cancel your Order in accordance with this clause <24>4, you should take reasonable care of the Goods whilst they are in your possession and Goods should be returned with their original packaging and securely packed in accordance with our instructions so that they are not damaged during transit.
4.6 If we provide you with substitute goods in accordance with clause 5.2 you shall be entitled to reject these goods in accordance with clause 5.2 and we will pay your costs of returning them to us.
4.7 You do not have the right to cancel the Contract if the Contract is for certain items including:
4.7.1 all microphones, any in-ear earphones or monitors and any other items that touch your mouth, nose or inner ear if you have removed the hygienic packaging;
4.7.2 bespoke Orders and Goods that have been installed and that cannot be returned to the same physical state as they were in when we delivered them to you; and
4.7.3 software, hardware and software bundled Goods, media, sample CD's and any other Goods which are subject to copyright and which have been unsealed by you, save where a fault is discovered which could not have been discovered otherwise than by unsealing the Goods.
5.1 The quantity and description of the Goods shall be as set out in your Order.
5.2 From time to time we may not be able to supply you with the exact Goods that you have ordered. In this case we may substitute goods that closely correspond to the Goods that you have ordered. If we do this, you shall be entitled to reject the substitute goods in accordance with clause <264295335>4.6 provided that you notify us within seven (7) working days of delivery.
5.3 We will use our reasonable endeavours to ensure that the information contained on the Website is accurate and up to date at the time however pictures, illustrations and description of the Goods on the Website are for guidance only and may be subject to change by the manufacturer.
6.1 We will use our reasonable efforts to deliver the Goods to you at the address that you specify on the Order ("Delivery Address"), provided that there is a safe and suitable route of access. For security reasons on your first Order with us, the Delivery Address must be your billing address or a registered work address. We are unable to deliver to PO Box or BFPO addresses.
6.2 Delivery will be made in accordance with the delivery option you have selected in your Order.
6.3 We will notify you in writing when the Goods will be delivered.
6.4 Unless otherwise agreed, delivery will not be made until we have received the price in full cleared funds.
6.5 We may deliver the Goods in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by us in respect of one instalment shall not affect the other instalments. If you have specifically requested that we deliver the Goods to you in instalments, we may charge you additional delivery costs for this.
6.6 Upon delivery of the Goods by the courier, you must sign to prove that you received them, otherwise we are unable to hand the Goods over to you.
6.7 If you are unable to take delivery of the Goods on the date notified by us, we shall postpone delivery until you are able to accept delivery and we reserve the right to charge you for any costs reasonably incurred by us and/or our carriers as a result of such postponement. If we are unable to agree an alternative delivery date with you, you will be required to provide us with an alternative delivery address at which we can make delivery on the notified delivery date.
6.8 Delivery includes unloading the Goods at the Delivery Address but not their manoeuvre or set up within the Delivery Address or their installation, if required.
6.9 We deliver the Goods in accordance with our standard next day delivery charges except where:
6.9.1 you have selected our 48 hour delivery option and/or one of our lifestyle or premium delivery options with your Order;
6.9.2 the Website specifically states that the Goods which you have ordered are subject to additional delivery times and/or charges;
6.9.3 if the Delivery Address is outside mainland UK (which excludes the Channel Islands, Shetland Islands, Northern Ireland, Isle of Man, Scottish Islands and Scilly Islands);
6.9.4 if you request or agree that the Goods are delivered in instalments; and
6.9.5 if you do not take delivery of the Goods after the initial delivery attempt by the carrier and do not arrange a suitable date for delivery within fourteen (14) days of the initial delivery.
6.10 We have security check processes in place with regards to where we will deliver goods. If for some reason you fail this security check, we reserve our right to cancel your Order and refund the price to you.
7 Defects and returns
7.1 The provisions of this clause 7 are without prejudice to your rights under clauses 4 and 10.
7.2 If you discover that on delivery, more or less than the correct amount of Goods have been delivered then you must notify us as soon as reasonable practicable following delivery and no later than seven (7) days from delivery.
7.3 If you notify us that less than the correct amount of Goods has been delivered, then we shall have a reasonable amount of time within which to investigate your claim of short delivery. If we agree that less than the correct amount has been delivered to you then we shall arrange for the shortfall to be delivered to you or made available for collection by you within a reasonable period, or the difference in price credited to you.
7.4 If, by mistake, we deliver more Goods than you ordered then we will be entitled to come and collect those Goods or request that you deliver them back to us at our expense, or should you wish to purchase the extra Goods you shall notify us that this is your intention and we shall invoice you accordingly.
7.5 If you discover that the Goods are damaged or defective then you must notify us as soon as reasonably practicable following delivery and no later than seven (7) days from delivery or, if you could not reasonably have noticed that the Goods were damaged or defective when they were delivered, as soon as reasonably practicable once you noticed the damage or defect.
7.6 Upon return of damaged or defective Goods, we will test them. If your claim that the Goods are damaged is valid then we will repair or replace the Goods or refund you for the defective Goods. If we determine in our own discretion that the Goods are not faulty then we shall be entitled to charge you for their return.
7.7 In the event that Goods are supplied in accordance with third party credit terms, we reserve the right to liaise directly with the finance company to resolve the matter.
8 Price and payment
8.1 You shall pay us the price for the Goods which shall be the price set out on the Order Acceptance or, if no price is set out on the Order Acceptance, the price of the Goods shall be calculated in accordance with the price on the Website or our price list which is in force on the date we accept your Order.
8.2 Save as otherwise agreed between you and us, you shall pay us the price of the Goods at the time when you order them by credit card or debit card in accordance with the payment terms on the Website.
8.3 We shall be entitled to invoice you for all amounts due under the Order on placing the Order and for Goods ordered at our Website or by telephone payment shall be taken at the time the Order is placed.
8.4 If the Delivery Address is outside of mainland UK, we shall be entitled to charge you for our reasonable costs in transport, packaging and insurance (including any value added tax thereon). A quotation for such charges is available from us upon request.
8.5 Except where we have informed you otherwise, the price is inclusive of any applicable value added tax.
8.6 We reserve the right, by giving notice to you at any time before the Goods are delivered, to increase the price to take account of any increase in the cost to us of supplying you the Goods which is due to:
8.6.1 any factor beyond our control (which may include, but is not limited to, changes in our supply costs, exchange rate fluctuations and charges in import duties or levies);
8.6.2 any change in delivery dates or quantities for the Goods which you request; or
8.6.3 any delay caused by your instructions or failure by you to give us adequate information or instructions.
8.7 If on notification of the increase in price you decide not to proceed with the Order then you are entitled to cancel the Order within a reasonable time of such notification, and no later than fourteen (14) days and will be given a full refund of the price, if it has already been paid.
8.8 Where payment is not made on placing the Order you shall make payment to us in respect of all invoices in full by the end of the month following the calendar month in which the invoice is dated in full in pounds sterling (£) or Euros (?) without any deduction.
8.9 If you fail to make any payment due to us by the due date for payment, we may:
8.9.1 cancel the Contract or suspend any further deliveries to you; and/or
8.9.2 charge interest (both before and after any judgement) at the rate of 4% over the base rate from time to time of Barclays Bank PLC on the outstanding balance; and/or
8.9.3 cancel any credit accounts that you have with us.
8.10 All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
9 Special order, used or out of stock Goods
9.1 If you have ordered Goods from us which we do not ordinarily keep in stock we will use our reasonable endeavours to procure such Goods for you.
9.2 If the Goods that you wish to Order are out of stock (including ordinary goods and the goods referred to in clause 9.1 above), we will notify you when they are in stock and you can then make the Order. Until the Goods are in stock by us they are subject to fluctuations and price and we shall not be liable for any difference in price between the price stated when the Goods are out of stock and the price stated when we receive them in stock.
9.3 From time to time we supply used Goods. Such goods will be identified as used goods and will be subject to a lower warranty period than ordinary goods, in accordance with clause 10.1.4.
10 Warranties and liability
10.1 Subject to clause 10.2 below, we warrant that:
10.1.1 we are legally entitled to sell the Goods to you;
10.1.2 the Goods will correspond with the description on the Order;
10.1.3 the Goods will be of reasonably satisfactory quality and fit for purpose; and
10.1.4 the Goods be free from material defects for 12 months from the date of supply (or 90 days in the case of used goods), save where we inform you otherwise or if the Goods sold are consumables.
10.2 We will not be liable in respect of any defect arising from fair wear and tear, wilful damage or negligence by you or persons using the Goods, failure to follow our instructions (whether oral or in writing), or misuse or alteration or repair of the Goods without the our approval. We reserve the right to test any alleged defects to ascertain whether there is a valid warranty claim.
10.3 In the event of a valid warranty claim being made pursuant to clause 10.1.4, you shall notify us of the defect in accordance with clause 7.5 and we will either:
10.3.1 replace the Goods if they are in stock; arrange a repair or
10.3.2 refund or re-credit you the price;
at your option. Provided that if the claim is made on or after thirty (30) calendar days of dispatch of your Order, we reserve the right to charge you for our reasonable costs for dealing with your claim.
10.4 Nothing in the Contract seeks to exclude or limit our liability for:
10.4.1 death or personal injury caused by negligence; or
10.4.2 a breach of the warranties in clause 10.1; or
10.4.3 the implied terms in sections 12 to 14 of the Sale of Goods Act 1979; or
10.4.4 for anything else which we are not permitted to exclude or limit our liability for under English law
10.5 Except under clause 10.4 we will not be liable to you for any indirect, special or consequential damages, howsoever arising (including, but not limited to, loss of profit, goodwill, anticipated savings, business opportunity, data, use of data, third party losses) regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether we knew or had reason to know of the possibility of the loss, damage or injury in question.
10.6 Except under clause 10.4 our total aggregate liability under each Contract (whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise howsoever arising) shall not exceed the total amount payable to us by you under the Contract.
11 Ownership and risk
11.1 You will become the owner of the Goods only when we have received full payment of the price and the Goods have been delivered to you at the Delivery Address.
11.2 The risk of loss of or damage to the Goods will pass to you upon delivery and you should insure the Goods from that time.
11.3 Any Goods that you return to us in accordance with clauses <24>4 or 7 are at your risk until we receive them. It is your responsibility to ensure that any Goods that you return are correctly addressed, securely packaged and carried by a reputable carrier.
12 Events beyond our control
12.1 We will not be liable for any failure to perform our obligations under the Contract to the extent that such failure is due to an event which is beyond our reasonable control and which may include but shall not be limited to (i) acts of terrorism, insurrection, riots, civil unrest and military action; (ii) the exercise of emergency powers by any local, regional or national governmental authority; (iii) fire, flood, earthquake, storm and other natural disasters; (iv) industrial action, strikes and lock-outs; (v) pandemic; (vi) blockage or embargo; and (vii) the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials).
12.2 In the circumstances described in clause 12.1 above, we may suspend performance of our obligations until such time as we are able to perform them, including deferring the date of delivery or reducing the volume of the Goods ordered by you.
12.3 If any such suspension continues for a period in excess of one (1) month, you may cancel the Order and receive a full refund of all sums paid.
12.4 If you choose not to cancel the Order in accordance with clause 12.3 or if the suspension does not continue for a period in excess of one (1) month then we shall notify you of a new delivery date and the terms of clause 6 shall apply to this new delivery date as if that date were the original delivery date.
13 Data Protection
13.1 You acknowledge and consent to your details being held by us for the purpose of supplying the Goods and that we may pass these details to such third parties as are required in order to supply the Goods, for example, we have to give your name and address to our carrier so that we can deliver the Goods to you.
13.2 We also reserve the right and you consent to us sharing your details with credit reference agencies for the purposes of performing a credit check.
13.3 We shall comply with the provisions in the Data Protection Act 1998 in dealing with the data described in this clause 13.
14.1 In addition to any remedies available to us under the Contract we shall be entitled to pursue any other rights which we may have against you.
14.2 If at any time we have a claim against you and we do not pursue that claim quickly, it does not mean that we cannot pursue that claim when we are ready.
14.3 If a court decides that a part of these Conditions is not enforceable in law that does not mean that the rest of it is not enforceable.
14.4 Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and it shall be considered to have been given on the day of delivery.
14.5 The Contract is personal to you and you may not assign, transfer, sub-contract or otherwise part with the Order or any right or obligation under it without our prior written consent.
14.6 Any reference in these Conditions to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be considered to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal of it.
14.7 If things go wrong and there is a dispute, English law will apply to the Contract and we accept the jurisdiction of the courts of England. Any proceedings that you bring against us shall be brought in the English courts, however we may take proceedings against you in another court of competent jurisdiction if we choose to do so.
15 Business Customers
15.1 This clause shall only apply where you are purchasing goods as part of your business or trade and not as a consumer customer. Where the terms in this clause conflict with any other clauses in these Conditions, the terms in this clause shall take precedence, provided that you are purchasing goods in this way.
15.2 The provisions of clause 4 shall not apply.
15.3 Subject to clause 0 all warranties, conditions, guarantees and representations implied by statute, common law or otherwise are hereby excluded by the Supplier to the fullest extent permitted by law.
15.4 The warranties given in clause 10.1 shall not apply.
15.5 We shall be entitled to terminate the Contract immediately by notice in writing to you if:
15.5.1 you commit a serious breach of the Contract, or persistently repeat a breach of the Contract which you fail to remedy within 10 (ten) days of being required to do so by us; or
15.5.2 you make an arrangement with or enter into a compromise with your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, you are unable to pay your debts or otherwise become insolvent or suffer or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
15.5.3 you cease or threaten to cease to carry on business; or
15.5.4 if we reasonably think that any of the events specified in clauses 15.5.2 to 15.5.3 is about to occur and we notify you accordingly.
15.6 If we terminate the Contract in accordance with clause 15.5 above then, we shall be entitled to cancel the Order or suspend any further deliveries to you under the Order.