TERMS AND CONDITIONS

APPLICATION AND ENTIRE AGREEMENT

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Packaged Sounds trading as Software Logistics Group Limited, a company registered in England and Wales under number 09111417 whose registered office is at 2 The Valley Centre, Gordon Road, Buckinghamshire, HP13 6EQ (we or us).

2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

3. These Terms and Conditions and, if applicable, the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

INTERPRETATION

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

6. Words imparting the singular number include the plural and vice-versa.

GOODS

7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

PRICE

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

11. Any increase in the Price under the clause above will only take place after we have told you about it.

12. You may be entitled to discounts. Any and all discounts will be at our discretion.

13. The Price is exclusive of fees for packaging and transportation / delivery unless expressly provided otherwise in writing.

14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

CANCELLATION AND ALTERATION

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

16. The quotation (including any non-standard price negotiated in accordance with the clause on Price above) is valid for a period of 14 days only from the date shown in it unless expressly withdrawn by us at an earlier time.

17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

PAYMENT

18. We will invoice you for the Price either:

a) on or at any time after delivery of the Goods; or

b) where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.

19. You must pay the Price before you take delivery of the goods unless we agree to give you credit. If we give you credit you must pay the price within the day’s credit granted from the date of our invoice.

20. You must make payment even if delivery has not taken place and/or that the title in the Goods has not passed to you unless we agree otherwise in writing between us.

21. If you do not pay within the period set out above, we will suspend any further deliveries to you and charge interest at 8% per annum above the base rate of the Bank of England until payment is made in full.

22. Time for payment will be of the essence of the Contract.

23. All payments must be made in British Pounds unless otherwise agreed.

24. All amounts must be paid in full without deduction or set-off except as required by law.

DELIVERY

25. We will arrange delivery of the Goods to the address specified or agreed in writing.

26. If no address is specified, you must collect the Goods from our premises.

27. Delivery can take place between 8 am and 8 pm.

28. If you do not take delivery, we may store, redeliver, or resell the Goods and charge associated costs.

29. If redelivery is not possible, you must collect the Goods and pay associated costs.

30. Delivery dates are approximate and delays outside our control are not our liability.

31. We may deliver in instalments, each treated as a separate contract.

INSPECTION AND ACCEPTANCE OF GOODS

32. You must inspect the Goods on delivery or collection.

33. Damages or shortages must be reported within 2 days.

34. Returns are only accepted if Goods are defective and inspected.

35. We may repair, replace or refund defective Goods.

36. We are not liable if defects arise from misuse, wear and tear, or failure to follow instructions.

37. You bear the cost of returns.

38. Goods are deemed accepted within 1 day of delivery.

RISK AND TITLE

39. Risk passes on delivery.

40. Title passes only after full payment is received.

41. Until then, Goods must be stored safely and insured.

42. We may reclaim Goods if unpaid.

TERMINATION

43. We may terminate the contract if you breach terms or become insolvent.

LIMITATION OF LIABILITY

44. Liability is limited to the Price paid.

45. Implied warranties are excluded where permitted.

46. Liability for non-delivery is limited to replacement costs.

47. Total liability will not exceed the Price.

48. We are not liable for indirect or consequential losses.

49. Liability for death, injury, or fraud is not excluded.

COMMUNICATION

50. Notices must be in writing.

51. Notices are deemed received based on delivery method.

52. Notices must be sent to the latest contact details.

CIRCUMSTANCES BEYOND CONTROL

53. Neither party is liable for delays caused by events beyond reasonable control.

NO WAIVER

54. No waiver of breach constitutes waiver of future breaches.

SEVERANCE

55. Invalid provisions will be severed without affecting the remainder.

LAW AND JURISDICTION

56. Governed by the laws of England and Wales.