Customer means the person or Company who contracts for the services of the seller. Seller means Wavesound (Pty) Ltd and or its affiliated company where it has a shareholding of 49% or more. Contract means the goods or services purchased by the customer from the seller. Consignment means the goods or services. Consignee means the person or customer address that the customer requests delivery to as part of the Contract.
a. All quotations are given and all orders are accepted on these terms which supersede any other terms appearing in the Sellers catalogue and shall override and exclude any other terms stipulated or referred to by the Customer, whether in the order or any negotiations and any course of dealing established between the Seller and the Customer. All orders hereafter made by the Customer shall be deemed to be made subject to these terms.
b. The Customer acknowledges that there are no representations outside these terms which have induced him to enter this Contract
c. No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Customers' documentation shall not imply any modification of these terms.
Quotations are subject to withdrawal at any time before the receipt of an unqualified order from the Customer and shall be deemed to be withdrawn unless so accepted within 30 days from their date unless otherwise stated overleaf. All quotations are inclusive of GST.
The Seller must charge the amount of any General Sales Tax payable to the Customer.
5. The Goods
All descriptions and illustrations contained in the Sellers catalogue, price lists and advertisements communicated to the Customer are intended to present a general idea of the goods described therein, and nothing contained in any of them shall form any part of the Contract.
The Seller reserves the right to increase the price of the Consignment before delivery to that ruling at the date of despatch.
7. Delivery, Ownership and Risk
a. The Seller will use all reasonable endeavours to meet delivery dates but such delivery dates are estimates only and the time of delivery shall not be essence to the contract. In no circumstances shall the Seller be liable to compensate the Customer in damages or otherwise for non- delivery or late delivery of the Consignment or any of them for whatever reason or for any loss consequential or otherwise arising there from.
b. The Seller will use all reasonable endeavours to meet delivery dates but such delivery dates are estimates only and the time of delivery shall not be essence to the contract. In no circumstances shall the Seller be liable to compensate the Customer in damages or otherwise for non- delivery or late delivery of the Consignment or any of them for whatever reason or for any loss consequential or otherwise arising there from.
c. Should the Seller be prevented from delivering part of the goods by reason of any of the causes specified in the preceding sub – clause, the Seller shall deliver and the Customer shall take and pay for such part of the Consignment as the Seller shall be able to deliver in accordance with the Contract.
d. The Seller shall be entitled to deliver the Consignment in one or more deliveries unless otherwise expressly agreed.
e. Delivery shall be deemed to take place when the Consignment is despatched from the Seller’s premises, unless the Seller has specifically agreed to be responsible for the carriage of the Consignment to the Consignee or FOB point, when delivery shall be deemed to take place on receipt of the Consignment by the Customer.
f. The Seller shall not be liable for any loss of any kind to the Customer arising from any damage to the Consignment occurring after the risk has passed to the Customer however caused, nor shall any liability of the customer to the Seller be diminished or extinguished by reason of such loss.
g. Responsibility for Insurance passes to the Customer when the Consignment is delivered or invoiced. Ownership remains with the Seller until payment is received in full.
h. Unless agreed in writing with the Customer cost of delivery will be charged as an extra.
i. If exceptionally fast delivery service is requested this will also be charged as an extra covering any overtime or additional costs.
a. Unless otherwise agreed in writing all Consignments are subject to payment 30days from date of invoice.
b. The due date for payment of an invoice does not charge if a credit note is issued against that invoice.
c. All payments are in Australian Dollars to the office of the Seller.
Advice of damage, delay or partial loss of Consignment in transit or non delivery must be given in writing to the Seller within 3 clear days of delivery or in the event of non delivery within 28 days of despatch. Any claim in respect of these must be made within seven clear days of delivery or 42 days from despatch in the event of non delivery. The Seller shall not be liable in respect of any claim unless these requirements have been met except in any particular case where the customer proves that:
i. It was not reasonably possible to comply.
ii. Advice was given and the claim made as soon as reasonably possible.
The Seller shall not be liable for any financial loss, whether indirect, special, consequential or third party, caused by delay in completing the work or by delay in transit.
If the Company admits to any financial liability to the Customer it is limited to rectification by the Seller of the defect or the refund of the appropriate part of any payment which the Customer has already made(less any amount which the Seller is entitled to claim from the Customer). The Seller does not accept further liability for any loss or damage suffered by the Customer.
CDs will be replaced free of charge in the event of failure due to normal use only for Library sales where a current Standing Order Plan is in existence or it is an agreed written agreement prior to any other order being placed.
12. Materials supplied by the customer
All materials supplied or specified by the Customer will be returned if identified as unsuitable or unusable.
Where materials are supplied or specified by the Customer the Seller will take every care to produce the best results but it cannot accept responsibility for imperfect work caused by Customers materials and may charge extra for any extra work involved in using them.
Quantities of materials supplied must be adequate to cover normal spoilage.
13. Non payment
If the Customer stops paying or is unable to pay his debts for any reason, the Seller, without prejudice to other remedies, will:
a. Have the right not to proceed with any further work in progress for the Customer and be entitled to charge for all work already carried out and materials purchased for the Customer. This charge would be due for immediate payment.
b. Have a general lien on all goods and properties of the Customer in his possession in respect of all unpaid debts due from the Customer and have the right 14 days after giving the Customer notice in writing to dispose of such goods or properties in anyway he thinks fit and to apply the proceeds towards payment of the debts.
14. Inspection of goods
The Customer shall inspect the goods immediately upon receipt thereof.
The Customer shall, within 7 days from receipt, give notice to the Seller that the goods are not in accordance with the contract. Failure to give such notice means that goods will be deemed to be in accordance with all aspects of the Contract.
a. Where digital consignment is downloaded from the Internet Customer is granted a limited, non – exclusive, non – transferable, revocable license to download the Consignment you have purchased to your computer or other compatible device.
b. Customer may only use this website, the Service and the Consignment for their own personal use and not for any business-related purposes.
c. Customer may not and may not allow others to sell, transfer, sublicense, distribute, publicly perform, frame or create derivative works from this website, the Service, the Consignment or any part thereof.
d. Customer may not and may not allow others to modify, decompile, reverse engineer, decrypt, circumvent or otherwise interfere with or alter the website, Service or Consignment.
e. Samples of certain Consignment may be provided by us which you may play directly from the website free of charge. Customer may play as many of these samples as you like but Customer must not attempt (or allow others to attempt) to copy, download or otherwise interfere with these samples.
f. Customers are responsible for all use made of the Consignment purchased via the website and we will not be responsible for any infringement of third party rights which arise as a result of your use of the Works.
g. The trademarks, service marks, graphics and logos used in connection with this website and/or the Service are trademarks or registered trademarks of the Seller or its licensors. Customer is granted no right or license with respect to any such trademarks or service marks and any unauthorized use is strictly prohibited.
h. Customer shall not breach or attempt to breach the security of this website or the Service. Without limiting the foregoing, Customers shall not:
- Access data or materials not intended for them.
- Log into a server or account which Customer is not authorised to access.
- Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation. Breaches of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such breaches and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such breaches. Use of spiders, robots and similar data gathering and extraction tools is expressly prohibited.
i. Customer agrees not to use this website in any way that may cause the website or access to the website to be interrupted, damaged or impaired.
j. The website may host reviews, feedback and comments from users. Any electronic communications and/or content you send to this website must be for lawful purposes only. Customer is responsible for such content, which should not be malicious, defamatory, obscene, racist or designed to offend or to cause annoyance. In particular, such communications and content must not be illegal, abusive, threatening, indecent, defamatory or menacing. It must not breach copyright, trade mark, confidence or privacy rights, and must not consist of or include software viruses, political announcements, commercial solicitation or advertising, chain letters, mass mailings or "spam".
k. When dealing with this website the Customer must not use a false email address, impersonate any other person or entity, or mislead the website and its users as to the origin of any electronic communications or content.
l. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
m. As a user of the website Customer will need to set up and maintain an account on the website. Customer is solely responsible for keeping your passwords confidential and secure at all times. Customer should notify us immediately if they become aware of any unauthorized access to your account. In no event shall we be responsible for any loss you may suffer as a result of any misuse of your account and/or passwords.
n. Customer agrees to provide current, complete and accurate information required to complete your account registration and at other times as may be required in the course of using this website or the Service . Customers further agree to maintain and update Registration Data as required to keep it current, complete and accurate. If any information provided is false, incomplete or inaccurate, we may terminate your rights to use this website and the Service. If the information Customer provides is fraudulent, you may also be subject to criminal and/or civil liability. Customer agrees that we may store and use Registration Data provided (including credit card information) for use in maintaining your accounts and billing fees to your credit card.
o. Customer will be responsible for installing adequate anti-virus software and related security protection to secure your computer systems when using the Service. We will not be responsible for any loss suffered as a result of your failure to do so.
The Customer shall indemnify the Seller in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, charges or expenses in connection therewith arising from the condition or use of the goods in the event that the damage, injury or loss shall have been occasioned partly or wholly by the negligence of the Customer or its employees or agents.
17. Patents, Trademarks and Copyright
The Consignment is sold subject to the rights of any person, whether in respect of any patent, trademark, registered design, copyright or otherwise howsoever to prevent or restrict the sale or use of the Consignment in any part of the world, and the Customer will in this respect accept such title to the goods as the Seller may have.
The Contract shall be governed by and interpreted in accordance with State of NSW law and the Customer submits to the jurisdiction of the High Court of Australia but the Seller may enforce the Contract in any court of competent jurisdiction.
The Customer shall not assign any benefit under the contract without the consent in writing of the Seller, which may if given be on such terms as to guarantee or indemnify or otherwise as the Seller thinks fit.
Any notice given under or pursuant to the contract may be sent by hand or by pre-paid post or by registered post or by the recorded delivery service or transmitted by fax or email resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof or such other address as the party may by notice to the other have substituted thereof shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would be first received by the addresses in normal business hours. In the event of email a copy should be sent via registered post within three working days of the original transmission.
21. Force Majeure
If the enforcement of the Contract or any obligations hereunder except the making of payments hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labour disputes inability to procure or obtain delivery of parts, supplies of power, war or other violence any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided however that the party so affected shall take all reasonable steps to avoid or remove such cause of non - performance and shall resume performance hereunder with dispatch whenever such causes are removed.
Each provision of these terms and conditions of trading is severable and distinct from the others. If any provision is or becomes to any extent invalid, illegal or unenforceable, the other provisions of these terms and conditions of trading shall be unaffected and will continue in full force and effect.