SONIC Cash Handling Solutions Limited Terms & Conditions (“Conditions”) September 2016
“Goods” means the goods (or any part of them) set out in Sonic Quote or the Buyer’s Order.
- BASIS OF THE SALE.
- Sonic Cash Handling Solutions Limited (“Sonic”) shall sell and the person or company (as appropriate) placing the order (“Buyer”) shall purchase the Goods in accordance with any written quotation of Sonic which is accepted by the Buyer (“Sonic Quote”), or any written order of the Buyer which is accepted by Sonic (in writing) (“Buyer’s Order”), subject in either case to these Conditions, which, together with any special terms agreed in writing between Sonic and the Buyer (“Special Conditions”), shall govern the contract between Sonic and the Buyer (“Contract”) to the exclusion of any other terms and conditions, including the Buyer’s own standard terms and conditions.
- No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Sonic.
- Sonic’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Sonic in writing and any advice or recommendation given by Sonic or its employees or agents to the Buyer as to the storage, application or use of the Goods which is not confirmed in writing by Sonic shall be followed by the Buyer entirely at its own risk.
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Sonic shall be subject to correction without any liability on the part of Sonic.
- In the event of any conflict or inconsistency between these Conditions, Sonic Quote, Buyer’s Order, any Special Conditions, the priority of the aforementioned documents shall be interpreted in the order of the precedence listed below:
1.5.1 Special Conditions (if any)
1.5.3 Sonic Quote or the Buyer’s Order
- Any drawings, descriptive matter or advertising produced by Sonic and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2. ORDERS AND SPECIFICATIONS
2.1 The Buyer shall be responsible to Sonic for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Sonic any necessary information relating to the Goods within a sufficient time to enable Sonic to perform the Contract in accordance with its terms. The quantity, quality and description of and any specification for the Goods shall be those set out in the Sonic Quotation (if accepted by the Buyer in accordance with Condition 1 above) or the Buyer's order (if accepted by Sonic in accordance with Condition 1 above).
2.2 Sonic reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Sonic's specification, which do not materially affect their quality or performance.
2.3 No Buyer’s Order which has been accepted by Sonic or order made as a result of acceptance of a Sonic Quotation in each case accepted in accordance with Condition 1 above may be cancelled by the Buyer except with the agreement in writing of Sonic and on terms that the Buyer shall indemnify Sonic in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by Sonic as a result of cancellation.
3.1 The price of the Goods shall be Sonic's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Sonic's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only.
3.2 Except as agreed otherwise in writing between the Buyer and Sonic, all prices are given by Sonic on an ex-works basis.
3.3 The prices quoted are exclusive of delivery, insurance, Value Added Tax, and any special packaging, which the Buyer shall be additionally liable to pay to Sonic.
4. TERMS OF PAYMENT
4.1 Payment for the Goods must be made in advance of delivery. The Buyer shall pay the price of the Goods in full without set-off or deductions. The time of payment of the price shall be of the essence of the Contract.
4.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Sonic, Sonic shall be entitled at its option to any one or all of the following:
4.2.1 cancel the Contract or suspend any further deliveries to the Buyer
4.2.2 demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Buyer
4.2.3 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Sonic) as Sonic may think fit (notwithstanding any purported appropriation by the Buyer); and/or
4.2.4 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four (4) per cent per annum above Bank of England base rate from time to time, until payment in full is made.
The remedies set out above shall be without prejudice to any other rights or remedies that the Supplier may have in the event the Buyer fails to make any payment in accordance with these Conditions.
5. INSOLVENCY OF BUYER
5.1 This clause applies if:
5.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
5.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
5.1.3 the Buyer ceases, or threatens to cease, to carry on business;
5.1.4 Sonic reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
5.1.5 Sonic provides notice to the Buyer that the Goods are no longer available.
5.2 If clause 5.1 applies then, without prejudice to any other right or remedy available to Sonic, Sonic shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if any of the Goods have not been delivered Sonic may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Sonic has tendered delivery of the Goods and the Buyer shall insure the Goods for no less than the price of the same, from the date of delivery until title has passed to it.
7. TITLE RETENTION
7.1 Until the purchase price of the Goods comprised in this or any other contract between Sonic and the Buyer and all other sums whatsoever which are or shall become outstanding from the Buyer to Sonic shall have been paid or satisfied in full (and if by cheque, then only upon clearance), title to the Goods remains vested in Sonic (notwithstanding the delivery of the same and the passing of the risk therein).
8.1 Any dates quoted for delivery of the Goods are approximate only and save as provided in clause 8.3 Sonic shall not be liable for any delay in delivery of the Goods howsoever caused. Sonic shall deliver the Goods to the location set out in the Sonic Quotation or the Buyer’s Order as appropriate.8.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Sonic to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.3 If Sonic fails to deliver the Goods for any reason other than any cause beyond Sonic's reasonable control or the Buyer's fault, and Sonic is accordingly liable to the Buyer, Sonic's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
9.1 Sonic hereby warrants to the Buyer that Sonic shall free of charge at its sole option either repair, replace or provide a refund or credit note to the value of sums already paid in respect of defective Goods where the defects appear under proper use within twelve (12) months from the date of their initial use or 12 (twelve) months from delivery or such other period or periods as may be agreed in writing between Sonic and the Buyer whichever is the first to expire, PROVIDED THAT, the Buyer gives written notice to Sonic in respect of a suspected defect within 3 working days of when the Buyer becomes aware or should have become aware of the defect, and such defects shall be found to Sonic's reasonable satisfaction to have arisen solely from Sonic's faulty design, workmanship or materials; Sonic is given a reasonable opportunity of examining such Goods and the Buyer (if asked to do so by Sonic) returns such Goods to Sonic’s place of business at Buyer’s cost.
9.2 Except as provided in this Condition 9, Sonic gives no warranties regarding the fitness for purpose, performance, use, nature or quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever. The terms implied by sections 13 to 15 of the Sales of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Condition.
9.3 Subject to Condition 9.5 and notwithstanding anything else contained in these Conditions or the Contract, in no circumstances shall Sonic be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenue, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
9.4 Subject to Condition 9.5 Sonic's liability to the Buyer in contract, tort (including negligence or breach of statutory duty) for any loss or damage howsoever otherwise arising, shall be limited to a sum equal to the price of the Goods specified in the Contract.
9.5 Nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of Sonic for:
9.5.1 death or personal injury caused by reason of the negligence of Sonic or of its servants, employees or agents;
9.5.2fraud or fraudulent misrepresentation; or
9.5.3 breach of the terms implied by section 12 of the Sales of Goods Act 1979.
9.6 Sonic shall not be under any liability for any failure to perform any of its obligations under the Contract due to any event outside the reasonable control of Sonic.
10.1 Sonic and the Buyer undertake not to use or disclose any information concerning the business and affairs of the other that it obtains or receives during or after the performance of the Contract and shall procure that all their relevant employees agents and sub contractors are made aware of and comply with this undertaking.
10.2 The provisions of clause 10.1 above shall not apply to the whole or any part of any information to the extent that it is trivial or obvious, not of a secret and confidential nature or which at the time of disclosure was in the public domain or already in the other’s possession other than as a result of a breach of this clause.
10.3 Notwithstanding the provisions of this clause 10, Sonic shall be entitled to refer, in the course of promoting or advertising Sonic, its supply of Goods to the Buyer after prior consultation with the Buyer.
11.1 All personal data relating to the Buyer collected by Sonic from which Sonic can identify the Buyer may be recorded electronically and used in accordance with the Data Protection Act 1998. For purposes of identification, billing and marketing, Sonic will collect that data and will also hold onto it for its own use in the business of Sonic, processing orders, administration and future changes to the site to improve and develop its services, as well as for marketing, advertising and promotional purposes. Sonic may also use the information or parts of it to occasionally broadcast it or notify the Buyer about Sonic events, promotions or related activities that the Buyer may find useful.
12. INTELLECTUAL PROPERTY
12.1 No copyright, design right, trade mark rights, patent rights and rights in know how and other like rights whether registered or unregistered which subsist now or in the future (“Intellectual Property Rights”) in the Goods, documents, drawings, specifications, designs, programmes or any other material prepared or created by Sonic or its employees, agents or sub-contractors shall vest in the Buyer; the Intellectual Property Rights shall remain the property of the owner of the same.
12.2 The Buyer shall not be entitled and agrees not to manufacture, reproduce, copy, modify or adapt the Goods and any part thereof for any purpose other than that for which they were furnished, or do any other act inconsistent with Sonic’s ownership of Intellectual Property Rights in clause 12.1 above.
13.1Sonic reserves the right to sub contract the fulfilment of the Contract (including any installation) or any part thereof.
13.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.3 No waiver by Sonic of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
13.5 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of its terms.
13.6 Clause headings are included for convenience only and shall not affect the interpretation of these Conditions.
13.7 The Contract shall be governed by English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.