Terms and Conditions
Trading Terms and Conditions of JYVIDEO
1. GENERAL
These terms and conditions shall apply to all contracts entered into by
the Company and unless otherwise agreed by the Company in writing shall
apply to all orders placed with the Company. Any stipulation or conditions
contained in the orders placed by the Customer which conflict
with any of the terms and conditions contained or in any way qualify and
shall be Deemed to be inapplicable to any order placed with the Company
unless expressly agreed to by the Company in writing when acknowledging
the order in question.
2. INTERPRETATIONS
In these Terms and Conditions :-
2.1 The "Company" shall mean JYVIDEO and shall include any trading
division operating from time to time, any subsidiary (as defined in the
Companies Act 1985) or associated company of the Company and shall also
include all its successors in title and assigns;
2.2 The "Contract" shall mean any order for goods or services
placed by the Customer and accepted by the Company, which order shall be
deemed to include these Trading Terms and Conditions;
2.3 The "Customer" shall mean the person, firm, company or other
body by whom an order for the Goods or Services is given to the Company
and shall include the Customer's successors in title and permitted assigns;
2.4 The "Customer's Materials" shall mean all goods or other matter
or things whatsoever supplied by or on behalf of the Customer to the Company;
2.5 The "Goods" shall mean any goods or thing produced by the
Company for the Customer under the Contract;
2.6 The "Services" shall mean any services carried out by or on
behalf of the Company under the Contract by any process of whatsoever nature;
and
2.7 " Trading Terms and Conditions" shall mean these terms and
conditions.
3. CONDITIONS
The Contract is subject to the following conditions:
3.1 That the Customer enters into the Contract as principal and not as agent
for any other person firm company or any other body;
3.2 that the copyright in the Customer's Materials is vested in the Customer
and the supply of Goods or Services shall not give rise to any breach of
copyright or other intellectual property right; and
3.3 That the Customer's Materials are free from and do not contain any defamatory,
actionable, illegal
or criminal matter.
4. INDEMNITY
The Customer agrees and undertakes to indemnify and to keep indemnified
the Company against any loss, damage, costs or expenses of any kind whatsoever
which may occur be suffered or incurred as a result of a breach of failure
to comply with any of the conditions contained in section 3 above and/or
any action, claim or demand relating to the Customers Materials howsoever
arising.
5. ORDERS
5.1 All orders addressed to the Company by the Customer for Goods or Services
are subject to the Company's acceptance at the Company's then prevailing
rates or prices as contained in its current rate card.
5.2 All orders shall be deemed to be an offer and shall only be deemed accepted
by the Company upon the earlier of the issue of a written acknowledgement
of order by the Company or delivery of Goods or completion of the Services.
5.3 Any time or date for delivery of the Goods or completion of the Services
is given in good faith, but is an estimate only. If no dates are specified,
delivery will be within a reasonable time, and time shall not be of the
essence of the Contract.
6. CANCELLATION
6.1 In the event of an order being cancelled by the Customer after the order
has been accepted by the Company the Company shall be entitled without prejudice
to any rights of action it may enjoy in respect of such cancellation to
make a cancellation charge payable by the Customer to cover the Company's
loss arising from such
cancellation.
6.2 If in the sole discretion of the Company the Customer's Materials are
not of the necessary technical standard to enable the Services to be performed
or are otherwise objectionable or potentially objectionable on the grounds
set out under section 3(2) or section 3(3) above, the Company may cancel
the order and make a charge payable by the Customer to cover any expenses
or costs incurred by the Company arising from such cancellation including
the Company's expenses in determining that the Customers Materials are not
of the
necessary technical standard.
7. RATES
7.1 Rates published in the Company's rate card current at the date of the
Customer's order are exclusive of any Value Added Tax which may be applicable.
The Company's current rate card is available on request.
7.2 Rate cards, catalogues, leaflets, web sites and other literature issued
by the Company are intended merely to be an indication of the matters therein
referred to and not to constitute any part of the Contract or a representation.
7.3 The prices quoted in the rate card are based on costs current at the
date of issue thereof. The Company reserves the right to alter the price
without notice to cover variations in cost prior to completion of the Services
or delivery of the Goods and the price payable by the Customer shall be
that existing at the date of the completion of the Services or delivery
of the Goods.
7.4 Any of the Customer's Materials that require preparation before use
will be subject to an additional charge, payable by the Customer covering
the time and labour involved.
8. PAYMENT
8.1 Payment shall be made in full on approval by the Customer of a proof
of the Goods to be delivered or Services to be supplied, unless the Customer
has been accepted as an account Customer in which case payment shall be
made in full within 30 days following the date of notification by the Company
of completion of Services or that the Goods are ready for delivery.
8.2 If a Customer fails to take delivery of the Goods within 21 days of
notification of completion, the Company may thenceforth charge a reasonable
sum for storage without prejudice to any other claims of the Company.
8.3 Where any sum or sums remain due to the Company for a period in excess
of 21 days from the due date then the Company may elect to charge interest
at either:
(a) the rate of 12% per annum on such sum or sums;
(b) the rate payable under the Late Payments of Commercial Debts (Interest)
Act 1998
interest running before as well after any judgment obtained against Customer.
Interest shall be calculated and accrued monthly on the outstanding balance
(including accrued and unpaid interest).
8.4 Without prejudice to any other remedy of the Company hereunder in the
event of the Customer for any reason whatsoever failing to make due and
proper payment of any sum or sums which become payable by the Customer in
accordance with the provisions of these Trading Terms and Conditions the
Company shall have the right to detain and keep in its possession and control
any and all of the Customer's Materials in its possession
under this Contract or any other Contract until such time as all outstanding
sums (including interest if any thereon) under this Contract or any other
Contract have been paid in full by the Customer.
9. DELIVERY AND ACCEPTANCE
9.1 Delivery and collection of the Customer's Materials and any Goods shall
be the Customer's responsibility. If the Company agrees to arrange packing
and transport it will do so as the Customer's Agent and the Customer shall
reimburse the Company the costs of transport and packaging, Customs Duty
and other costs including a service charge at the Company's reasonable discretion.
The Customer is deemed to have accepted the Goods on delivery to the Customer
or to the agent responsible for transportation to the Customer.
9.2 If the Company delivers to the Customer a quantity of Goods of up to
5% more or less than the quantity accepted by the Company the Customer shall
not be entitled to object or reject the Goods or any of them by reasons
of the surplus or shortfall and shall pay for such Goods at the pro rata
Contract rate.
10. RISK AND PASSING OF PROPERTY
10.1 Risk of damage to or loss of the Goods shall pass to the Customer:
• in the case of Goods to be delivered at the Company's premises, at the
time of when the Company notifies the Customer that the Goods are available
for collection; or
• in the case of Goods to be delivered otherwise than at the Company's premises
and/or after packaging by the Company, at the moment the Goods are ready
for such packaging or the Goods leave the premises of the Company (whichever
is earlier),
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any
other provision of these Conditions, the title to the Goods comprised in
each Contract shall not pass to the Customer until full payment with cleared
funds of all monies due from the Customer to the Company under all Contracts
between the Company and the Customer has been made, but, even though title
has not passed, the Company shall be entitled to sue for the price of any
Goods once payment has become due.
10.3 Until such time as title in the Goods has passed to the Customer:
(a) the Company shall have absolute authority to retake, sell or otherwise
deal with or dispose of all any or part of the Goods in which title remains
vested in the Company;
(b) for the purpose specified in section 10(3)(a) above the Company or any
of its agents or authorised rep resentatives shall be entitled on reasonable
notice during normal working hours to enter upon any premises in which the
Goods or any part thereof is installed, stored or kept, or is reasonably
believed so to be;
(c) the Customer, as the Company's fiduciary agent and bailee, shall store
and maintain the Goods in a good and stable condition (at no cost to the
Company) keep the Goods separate from those of the Customer and any third
party or otherwise denote the Goods in respect of which property remains
vested with the Company in such a way that the same can be recognized as
the property of the Company;
(d) the Customer shall insure and maintain comprehensive insurance of the
Goods to the full replacement value thereof against all risks.
10.4 The Customer shall not be entitled to pledge or in any way charge by
way of security for any indebtedness any of the Goods which remain the property
of the Company, but if the Customer does so all monies owing by the Customer
to the Company shall (without prejudice to any other right or remedy of
the Company) forthwith become due and payable.
17. NOTICES
17.1 Any notice shall be made in writing and either faxed, delivered or
posted in a first-class prepaid envelope to the Customer's or Company's
address as shown respectively on the order and the acceptance of order or
failing those and in the cases of notices to the Customer to the facsimile
number or address at which the Company reasonably believes the Customer
to be residing or carrying business.
17.2 Notices and notifications to the Customer shall be made either orally
to the Customer or its Agents or employees, by email to an email address
notified to the Company, or by delivery of first class pre-paid post or
air mail as the case may be to the Customer's address as notified to the
Company.
17.3 Any notice given orally or delivered shall be deemed effective immediately,
any notice sent by email or fax shall be deemed delivered on the next business
day and any Notice served by post shall be deemed effective when such Notice
would have been received in the normal course of the post.