TERMS AND CONDITIONS OF SALE
(a) In these conditions:
"the Buyer" means the
person firm or company who accepts a quotation of the Seller for
sale of the goods or whose order for the goods is accepted by the
"the Seller" means
HDC Associates Ltd of Bracken House, 53 Broad Lane,
Bradford, BD4 8PA.
"the Goods" means the
goods or materials which the Seller is to supply and which is the
subject of the contract between the Seller and the Buyer.
(b) The contract between the Seller
and the Buyer shall be subject to these conditions which shall govern
the said contract to the exclusion of any other terms and conditions
subject to which any quotation is accepted or purported to be accepted
or any order is made or purported to be made by the Buyer.
(c) No variations of these Conditions
shall be binding unless agreed in writing by the Managing Director for the
time being of the Seller.
(d) Any typographical, clerical
or other error or omission in any sales literature, quotation, list
price, acceptance of offer, invoice or other document or information
issued by the Seller shall be subject to correction without any
liability on the part of the Seller.
(e) The headings in these conditions
are for convenience only and shall not effect their interpretation.
(f) If any provisions of these conditions
is held by a 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 provision in question shall
not be effected thereby.
2. QUOTATIONS AND PRICE
(a) Unless previously withdrawn
by the Seller, quotations and tenders are open for acceptance for
the period stated therein or if no period shall be stated therein
within one month from the date thereof.
(b) All prices specified in quotations
and tenders are subject to variation by the Seller without prior
notice to the Buyer.
(c) Quotations and tenders are subject
to confirmation by the Seller upon receipt of orders from the Buyer.
(d) All prices quoted or accepted
are exclusive of VAT and in the contract price shall be such quoted
or accepted price plus VAT at the appropriate rate.
(e) All prices unless otherwise
stated are exclusive of all transport, storage, parking, insurance,
forwarding and other costs which shall be added to the Buyer’s
(f) Subsequent to the date of any
quotation or tender any increase in the cost of fulfilling the contract
to the Seller for any reason whatsoever prior to the date of delivery
shall be charged to the Buyers.
(g) The quantity to be delivered shall be determined by HDC’s order confirmation in writing. Unless otherwise agreed the customer agrees to accept production related variations in quantity to be delivered of + / - 5% per title ordered. Any discrepancy's will be rectified at invoice.
Notwithstanding that the price paid
by the Buyer to the Seller includes the cost of labels and/or sleeves
to be used in the production and packaging of the goods to be supplied
by the Seller upon the termination for whatsoever reason, of the
contract the property in all the labels and/or sleeves not delivered
to the Buyer and retained by the Seller shall vest in the Seller
and the Buyer shall not be entitled to the labels and/or sleeves
nor the return of the price of the said labels and/or sleeves nor
any part thereof.
3. TERMS OF PAYMENT
(a) Payment shall be made net 30
days following the date of invoice.
(b) In case of contracts involving
more than one delivery, default in payment by the due date shall
entitle the Seller at its option to treat the contract and any other
contract the Buyer and Seller as repudiated by the Buyer and to
claim damages accordingly.
(c) Interest at the rate of 4% per
annum over the base rate for the time being of Barclays Bank Plc
Shall be charged on over due payments and payment of interest shall
not prejudice the Seller’s rights under any contract.
(a) Time shall not be of the essence
for the purpose of delivery of Goods by the Seller. Delivery terms
are quoted without guarantee or penalty and the time for delivery
shall run from the date the order is received or the tender or quotation
accepted or the date on which sufficient information is received
from the Buyer to enable the Seller to proceed with the execution
thereof whichever is the later.
(b) Subject to the provisions of
paragraph (a) above
(i) Where contracts provide for
a single delivery without specifying a date goods shall be delivered
and accepted as soon as available for delivery.
(ii) Where contracts provide for
deferred delivery without specifying a date or dates for such deferred
deliveries, delivery shall be made and accepted within six months
of the specified first delivery date.
(iii) In the event of failure by
the Buyer to accept any delivery, that delivery shall be deemed
to have occurred and any storage or other costs incurred by the
Seller as a result of the Buyer’s failure shall be added to
the Buyer’s account with interest as aforesaid.
(iv) Where any subsequent deviation
is made from these terms at the request of the Buyer any additional
costs incurred by the Seller as a result thereof shall be added
to the Buyer’s account.
(v) Every effort shall be made by
the Seller to effect delivery in accordance with these terms and
conditions but the Seller will not be liable for any lose or damage
arising due to delay on delivery however caused.
(vi) Each delivery shall constitute
a separate contract which shall be subject to these terms and conditions
and any failure or defect in any one delivery shall not entitle
the Buyer to repudiate the contract as to the remaining deliveries.
The Buyer shall inspect the goods
forthwith upon delivery or deemed delivery as specific in clause
4(b)(iii) and shall within three days of such delivery (and time
shall be of the essence) notify the Seller in writing of any matter
or thing by reason whereof the Buyer alleges that the goods are
not in accordance with the contract. The return of any goods will
not be accepted unless the Seller or its authorised representative
shall first have had the opportunity of considering the Buyer’s
reasons for returning the goods and to accept the return thereof.
If the Buyer shall fail to give notice as aforesaid the goods shall
be deemed to be in all respects in accordance with the contract
and the Buyer shall be deemed to have accepted the goods.
6. LIMITATION OF SELLER’S
(a) Any express or implied statement,
condition or warranty, statutory or otherwise, not stated herein
is hereby excluded and deemed to be inconsistent herewith, and no
responsibility is accepted by the Seller for any damage or loss
arising directly or indirectly out of goods supplied or for any
damage or loss arising by reason of any failure of goods to comply
with the specification or with statutory requirements whether attributable
to Seller’s negligence or otherwise save to the extent that
exclusion of liability is prohibited by law.
(b) Subject to paragraph 5 and 6(a)
the Seller’s liability for any loss and or damage whether
direct or indirect consequential or howsoever caused shall be limited,
at the Seller’s direction, to:
(i) replacement and repair of the
goods supplied or
(ii) return of the purchase price
and or the price paid for services less a one twelfth part of such
price for each month that has elapsed since delivery
(iii) the re-supply of the services.
7. BUYERS PROPERTY
Any property of the Buyer supplied
to the Seller for the purpose of the Contract will be held at the
Buyer’s risk. Every care will be taken to secure the best
results where materials are supplied by the Buyer but no responsibility
will be accepted for imperfect work caused by any defects or the
unsuitability of materials so supplied.
8. FORCE MAJEURE
The Seller shall not be liable to
the Buyer or deemed to be in breach of contract by reason of any
delay in performing or failing to perform any of the Seller’s
obligations in relation to the goods if the delay or failure was
due to any cause beyond the Seller’s control. Without prejudice
to the generality of the foregoing any act of God, war, strikes,
lockouts, fire, flood, tempest and inability of the Seller to procure
materials or articles required for the performance of the contract
which may prevent the fulfilment thereof shall be regarded as causes
beyond the Seller’s reasonable control. In event of any failure
or delay to perform any contract as a result of the said causes
such contracts, at the Seller’s discretion, may be varied
or cancelled by the Seller or delivery may be wholly or partly suspended
and time for delivery may be extended by the Seller without the
Seller being liable to the Buyer or being deemed to be in breach
9. PROPERTY IN GOODS
(a) Risk of damage to or loss of
the Goods shall pass to the Buyer:
(i) in the case of Goods to be delivered
at the Seller’s premises, at the time when the Seller notifies
the Buyer that the goods are available for collection;
(ii) in the case of Goods to be
delivered otherwise than at the Seller’s premises, at the
time of delivery or, if the Buyer wrongfully fails to take delivery
of the Goods, the time when the Seller has tendered the delivery
of the Goods.
(b) Notwithstanding delivery and
the passing of risk in Goods, or any other provisions of these conditions,
the property in the Goods or any part of them shall not pass to
the Buyer until the Seller has received in cash or cleared funds
payment in full the price of the Goods and all the other goods agreed
to be sold by the Seller to the Buyer for which payment is then
(c) Until such time as the property
in the Goods passes to the Buyer, the Buyer shall hold the Goods
as the Seller’s fiduciary agent and bailee, and shall keep
the Goods separate from those of the Buyer and third parties and
properly stored, protected and insured and identified as the Seller’s
property. Until that time the Buyer shall be entitled to resell
or use the Goods in the ordinary course of its business but shall
account to the Seller for the proceeds of sale or otherwise of the
Goods, whether tangible, including insurance proceeds, and shall
keep all such proceeds separate from any moneys or property of the
Buyer and third parties and, in case of tangible proceeds properly
stored, protected and insured.
(d) Until such time as the property
in the Goods passes to the Buyer (and provided the Goods are still
in existence and have not been resold), the Seller shall be entitled
at any time to require the buyer to deliver the Goods to the Seller
and, if the Buyer fails to do forthwith, to enter upon any premises
of the Buyer or any third party where the Goods are stored and repossess
(e) The Buyer shall not be entitled
to pledge or in any way of security for any indebtedness any of
the Goods which remain the property of the Seller, but if the Buyer
does so all moneys owing by the Buyer to the Seller shall (without
prejudice to any other right or remedy of the Seller) forthwith
become due and payable.
10. LIMITS OF CONTRACT
Quotations or tenders include only
such goods and work as are specified therein. Each order shall be
deemed to be a separate contract to which these terms and conditions
shall apply (and no liability can be accepted by the Seller for
the working in combination of goods which have been ordered in separate
parts and/or at different times).
(a) The Buyer will indemnify the
Seller against all damages penalties costs and expenses to which
the Seller may become liable as a result of work done in accordance
with the Buyers specification which involves the infringement of
any letters patent or registered design.
(b) No warranty or representation
is given by the Seller that the Goods do not infringe any letters
patents trademarks registered designs or other industrial rights.
No concession granted to the Buyer
shall prejudice future exercise of the Seller’s full rights
Alterations to any orders accepted
by the Seller cannot be accepted without the Seller’s consent
in writing and any additional costs involved will be chargeable
to the Buyer.
No order accepted by the Seller
can be cancelled without the Seller’s consent in writing and
in no circumstances can the Seller allow cancellation of orders
for goods made or specially adapted to the customer’s requirements.
The contract of which the Conditions
from part is personal to the Buyer who shall not assign the benefit
thereof without the Seller’s written consent.
16. LEGAL CONSTRUCTION
Any contract entered into between
the Seller and the Buyer shall in all respects be construed and
operate as an English Contract subject to Laws of England.
Site Usage Terms and Conditions
including copyright, in the content of this web site are owned or
controlled for these purposes by HDC Associates Ltd.
In accessing these web pages, you
agree that you may only download the content for your own personal,
You are not permitted to copy, broadcast,
download, store (in any medium), transmit, show in public, adapt
or change in any way the content of these web pages for any other
purpose whatsoever without the prior written permission of HDC Associates Ltd.
HDC Associates Ltd has made all
reasonable efforts to ensure that all information provided through
this web site is accurate at the time of inclusion; however, there
may be inadvertent and occasional errors for which HDC Associates Ltd apologises.
Use of this site constitutes your
acceptance of these terms and conditions which take effect on the
date you first use the site. HDC Associates Ltd reserves the right
to change these terms and conditions at any time by posting changes
online. You are responsible for reviewing regularly information
posted online to obtain timely notice of such changes. Your continued
use of this site after changes are posted constitutes your acceptance
of this agreement as modified by the posted changes.
HDC Associates Ltd accepts no liability
for any inaccuracies or omissions in their web site and any decisions
based on information contained in this web site are the sole responsibility
of the visitor. HDC Associates Ltd accepts no liability for any
direct, special, indirect, or consequential damages, or any other
damages of whatsoever kind, resulting from whatever cause through
the use of any information obtained either directly or indirectly
from this web site.
Material may not be copied, reproduced,
republished, downloaded, posted, broadcast or transmitted in any
way except for your own personal non-commercial home use. Any other
use requires the prior written permission of HDC Associates Ltd.
You agree not to adapt, alter or create a derivative work from any
of the material contained in this site or use it for any other purpose
other than for your personal non-commercial use. You agree to use
this site only for lawful purposes, and in a manner which does not
infringe the rights of, or restrict or inhibit the use and enjoyment
of this site by any third party. Such restriction or inhibition
includes, without limitation, conduct which is unlawful, or which
may harass or cause distress or inconvenience to any person and
the transmission of obscene or offensive content or disruption of
normal flow of dialogue within this site.
This site and the information, names,
images, pictures, logos and icons regarding or relating to HDC Associates Ltd, its products and services (or to third party products
and services), is provided "AS IS" and on an "IS
AVAILABLE" basis without any representation or endorsement
made and without warranty of any kind whether express or implied,
including but not limited to the implied warranties of satisfactory
quality, fitness for a particular purpose, non-infringement, compatibility,
security and accuracy. In no event will HDC Associates Ltd be liable
for any damages including, without limitation, indirect or consequential
damages, or any damages whatsoever arising from use or loss of use,
data, or profits, whether in action of contract, negligence or other
tortuous action, arising out of or in connection with the use of
the site. HDC Associates Ltd does not warrant that the functions
contained in the material contained in this site will be uninterrupted
or error free, that defects will be corrected, or that this site
or the server that makes it available are free of viruses or bugs
or represents the full functionality, accuracy, reliability of the
materials. The names, images and logos identifying HDC Associates Ltd and their products and services are proprietary marks of HDC Associates Ltd. Nothing contained herein shall be construed as conferring
by implication or otherwise any licence or right under any trade
mark or patent of HDC Associates Ltd, or any other third party.
to the Web site providing information to HDC Associates Ltd agrees
that HDC Associates Ltd has unlimited rights to such information
as provided and that HDC Associates Ltd may use such information
in any way we may choose. Such information as provided by the visitor
shall be non-confidential.
If there is any conflict between
appearing on this site relating to specific material then the latter
If any of these Terms and Conditions
should be determined to be illegal, invalid or otherwise unenforceable
by reason of the laws of any state or country in which these Terms
and Conditions are intended to be effective, then to the extent
and within the jurisdiction which that Term or Condition is illegal,
invalid or unenforceable, it shall be severed and deleted from this
clause and the remaining terms and conditions shall survive, remain
in full force and effect and continue to be binding and enforceable.
These Terms and Conditions shall
be governed by and construed in accordance with the laws of England
and Wales. Disputes arising here from shall be exclusively subject
to the jurisdiction of the courts of England and Wales.
If these Terms and Conditions are
not accepted in full, the use of this site must be terminated immediately.
Links to third party sites
Some links in this website will
let you leave this web site. The linked sites are not under the
control of HDC Associates Ltd and HDC Associates Ltd is not responsible
for the contents of any linked site or any link contained in a linked
site. HDC Associates Ltd is providing these links to you only as
a convenience, and the inclusion of any link does not imply endorsement
by HDC Associates Ltd of the site.
Declaration of Warranty and Indemnity
The customer has entered into an agreement on the manufacturing of music and other storage media (CDs, CD-ROMs, etc.) with HDC Media Group Limited from hereon referred to as HDC). The customer hereby warrants and guarantees vis-à-vis HDC to the fullest extent, entitled to enter into this manufacturing agreement with HDC, in particular that he is the legal owner of all applicable copyrights, rights to use and exploitation rights and that the carrying out of the manufacturing agreement in no way infringes upon any third partys rights. The sole responsibility and liability for any such infringement upon third party rights lies with customer.
In the event any claim will be raised against HDC based upon such infringement of third party rights, customer will undertake to indemnify and hold harmless HDC to the fullest extent from such third party claims. In addition, the customer will reimburse HDC all resulting production costs as well as any cost of protecting and defending its rights. "Third Party Rights" as used in the aforementioned sentences include, but are not limited to, such rights the collection and enforcement of which has been assigned to collective exploitation associations such as GEMA and MCPS and regardless in which matter intellectual property rights are being performed and broadcasted (for instance background music).
This declaration of warranty and indemnity shall apply to manufacture the above named title between HDC and customer regardless of whether in all instances an explicit reference will be made to it or whether in all instances an explicit reference will be made to it or whether it will be attached to all future manufacturing agreements or not. It also applies with retroactive effect to Customers who in the past have not submitted such declaration of warranty and indemnity to HDC.