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Application Of These General Conditions
1.1. These general conditions apply to all contracts for the sale or provision of goods or services by ATG Broadcast.
1.2. No addition to, nor any variation or waiver of, these general conditions, nor any terms or conditions proffered by the Customer or printed on the Customer's purchase order shall have any legal effect unless expressly agreed in writing on behalf of ATG Broadcast by a duly authorised employee of ATG Broadcast.
CONTRACT PERFORMANCE
2.1. ATG Broadcast will endeavour to fulfil the Customer's requirements promptly but no liability can be accepted for failure to deliver within advertised times.
PRICE
3.1. Products will be invoiced at the prices ruling at the time of despatch.
3.2. Except where a quotation is expressed to be on the basis of a fixed price for a specific period, ATG Broadcast may vary the price to reflect any variation in costs prior to delivery.
3.3. The price does not include VAT which will be charged at the rate ruling at the time of supply except where written proof of VAT exemption is provided at the time of placing the order.
PAYMENT
4.1. Credit account invoices are due and payable in sterling 30 days from the date of the invoice unless otherwise agreed.
4.2. ATG Broadcast should be notified immediately of any error on an invoice.
4.3. If any payment is overdue ATG Broadcast may stop the delivery of products or provision of services to the Customer and payment shall become immediately due for all products and services supplied.
4.4. ATG Broadcast may charge interest on any amount overdue at the rate of 4% per month compounding monthly until the sum due is paid.
TRANSFER OF PROPERTY AND RISK IN PRODUCTS SOLD
5.1. Products being sold shall remain the property of ATG Broadcast until the whole of the price has been paid.
5.2. In the case of products which after delivery cannot be distinguished from or become intermingled with other goods, any such goods in the possession of the Customer or its agent shall be conclusively deemed to be or to include products the property of ATG Broadcast by virtue of sub-clause
5.1. above and ATG Broadcast shall have the right to nominate at its discretion which part of such goods are its property and to retake possession of the same at any time before the property has passed to the customer pursuant to Condition 5.1.5.3. The risk in products shall pass to the Customer upon delivery.
DELIVERY AND STORAGE
6.1. ATG Broadcast reserves the right to charge for delivery.
6.2. If full delivery cannot be made to the agreed drop point or delivery address due to the Customer's act or omission, ATG Broadcast may additionally charge for abortive journeys or part deliveries.
6.3. If the Customer fails to accept delivery ATG Broadcast shall be entitled to make arrangements for storage of products and to charge the Customer accordingly and the Customer shall become responsible for the risk of loss of or damage to the products and for paying the contract price as if the products had been delivered.
SHORTAGE, LOSS OR DAMAGE IN TRANSIT
7.1. The Customer shall report promptly to ATG Broadcast (and to the carrier if not ATG Broadcast) any shortage or loss of or damage to products in transit. Damaged products and packing must be kept for inspection by ATG Broadcast for a minimum period of 90 days.
7.2. ATG Broadcast shall not be liable for any shortage, loss, damage or discrepancy unless notification (confirmed in writing) is received by ATG Broadcast within 3 working days of delivery in the case of shortage, damage or discrepancy or within 13 working days from the date of intended despatch in the case of total non-delivery.
TECHNICAL SPECIFICATIONS, CATALOGUES, etc
8.1. All descriptions, technical specifications, drawings, illustrations given in catalogues or other literature issued by ATG Broadcast while given in good faith shall not form part of the contract unless specifically incorporated therein and ATG Broadcast accepts no liability for minor variations.
8.2. ATG Broadcast specifications, data and other documents are copyright.
TRADE SECRETS AND INDUSTRIAL PROPERTY
9.1. Any know how or technical information or documents supplied at anytime by ATG Broadcast to the Customer in connection with the contractÊ shall be treated as confidential by the Customer, its employees and agents and shall not be reproduced or disclosed to any third party without ATG Broadcast written consent.
9.2. ATG Broadcast trade marks and names shall not be used otherwise than as applied by ATG Broadcast to products supplied.
LOADING, UNLOADING, INSTALLATION AND COMMISSIONING ON SITE
10.1. If the contract covers carriage to site, or inspection or commissioning by ATG Broadcast on site, the Customer shall provide free of charge adequate and safe access and facilities to ATG Broadcast, its employees and sub-contractors.
10.2. Any person engaged in work on site in connection with the contract (other than an employee or sub-contractor of ATG Broadcast) shall be deemed to be an employee or agent of the Customer.
GUARANTEE
11.1 ATG Broadcast undertakes to repair or, at its option, replace products which fail (fair wear and tear excepted) within 12 months of the passing of risk in the products to the Customer and occurring under normal conditions and subject to proper storage, use and maintenance provided that: (i) the Customer notifies ATG Broadcast promptly with details of any alleged defect or malfunction; and (ii) the Customer gives ATG Broadcast or its agents the opportunity to inspect on site and, if ATG Broadcast so requests, the products are returned promptly carriage paid (and details of carriage notified in writing to ATG Broadcast in advance); and (iii) the products have not been repaired or modified by anyone other than ATG Broadcast or its agents. (iv) the products have been installed in compliance with ATG Broadcast recommendations.
11.2. If products are found to be defective ATG Broadcast undertakes to refund the Customer's reasonable expenses incurred in the United Kingdom in returning such products to ATG Broadcast or to ATG Broadcast order.
11.3. ATG Broadcast may at its option elect to refund or forgo the contract price and take back the products supplied or equipment provided in full satisfaction of any liability or obligation under sub-clauses 11.1. and 11.2. above.
11.4. If installation recommendations are not included with the products, or have not been previously supplied by ATG Broadcast, it shall be the duty of the Customer to request these from ATG Broadcast within 7 days of the date of delivery of the products to the Customer. Failing such request, or failure to comply with ATG Broadcast installation recommendations, shall relieve ATG Broadcast of responsibility for any loss or damage to products attributable directly or indirectly to defective installation.
REPRESENTATIONS, ADVICE AND EXCLUSION OF IMPLIED TERMS
12.1. The rights, obligations and liabilities of the parties under these conditions shall be in lieu of any warranty or condition implied by common law or by statute into a contract for the sale of products or supply of services. 12.2. No warranty is given that products or services are suitable or sufficient for any specific purpose unless such purpose is defined in the contract and expressly accepted by ATG Broadcast in writing.
12.3. Advice given or representation made by ATG Broadcast, its employees or agents are given and made without liability or otherwise except only if ATG Broadcast agrees in writing to provide technical advice in return for a specific fee, in which case the liability of ATG Broadcast, its employees and agents shall be limited to the amount of the fee received for such advice.
LIMITATION ON LIABILITY
13.1. ATG Broadcast shall under no circumstances be liable in contract or otherwise for any loss, damage, expenses or injury whatsoever consequential or otherwise arising out of or in connection with the supply, installation, use or failure of or defect in the products beyond the value of the products to which the claim relates.
CUSTOMER INDEMNITY
14.1. The Customer shall indemnify and hold harmless ATG Broadcast and its employees against any claim made against, or any loss, cost, damage, injury or expense suffered by ATG Broadcast or its employees or agents:- (i) howsoever arising on the Customer's site or any site to which delivery is made or on which services are provided at the request of the Customer; or (ii) caused or contributed to by the negligence of the Customer, its employees or other persons for whom the Customer is responsible; or (iii) arising out of any breach by the Customer or any liability of the Customer under the contract or these conditions; save, in any case, to the extent directly caused by the negligence of ATG Broadcast, its employees or agents. 14.2. If at the request of (or by contract with) the Customer, ATG Broadcast agrees to provide products or services to any person who is not a party to the contract, the Customer shall procure that such person agrees to be bound by these conditions as though a party to the contract, and the Customer shall indemnify ATG Broadcast against any consequences of the Customer failing so to do, including any claim made by such person which he could not make if a party to the contract.
RESTRICTIONS ON EXPORT AND SALE
15.1. ATG Broadcast consent (which will not be unreasonably withheld) must be obtained before goods are offered for resale outside the United Kingdom.
16.1. The Customer shall be responsible for obtaining necessary consents and for complying with all obligations imposed by law, statute or local regulation in connection with any products supplied, equipment provided to the Customer or work done on the Customer's site.
16.2. The Customer's attention is drawn to the fact that statutory regulations and recognised codes of safe practice may cover the storage, handling, conveyance and use of products supplied by ATG Broadcast.
TERMINATION OF SUPPLY AND REPOSSESSION OF ATG BROADCAST PROPERTY
17.1. ATG Broadcast may stop supply of goods or services or, at its option, forthwith terminate this contract on notice to the Customer without prejudice to any then accrued rights of either party if the Customer commits any act of bankruptcy or, being a company, has a receiver appointed or goes into liquidation (except for the purpose of reconstruction or amalgamation); or if the Customer commits any material breach of any provision of the contract or these conditions and no previous waiver on the part of ATG Broadcast shall prejudice its rights hereunder.
FORCE MAJEURE
18.1. ATG Broadcast shall not be liable for any failure to fulfil its obligations under the contract if such failure is due to strike, lock-out, industrial dispute, breakdown of plant, transport or equipment or, whether or not of the same nature as the foregoing, to any event or circumstances beyond ATG Broadcast reasonable control.
GENERAL
19.1. ATG Broadcast shall be entitled to assign its rights and obligations hereunder wholly or partly to any subsidiary company of ATG Broadcast or of ATG Broadcast holding company for the time being.
19.2. The contract and these conditions are governed by English law.
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