SONY Music Entertainment UK Ltd
Standard Terms and Conditions of Sale
1.1: "The Seller" shall mean SONY Music Entertainment UK Ltd situated at 9 Derry Street London W8 5HY, Reg No: 1471066 or its assignees or successors in title
1.2: "The Buyer" shall mean the person firm or body corporate purchasing goods from the Seller
1.3: “Conditions” shall mean these Terms and Conditions of Sale which are applicable to all Goods supplied by the Seller to the Buyer
1.4: "Goods" shall mean all recorded material and any other goods and materials (including but not limited to gramophone record tapes cassettes compact discs, DVDs and videos) together with their packaging.
2.1: These Conditions shall be incorporated in each contract between the Seller and the Buyer for the sale and purchase of the Goods and to the extent that these Conditions or any of them conflict or are inconsistent with any other terms and conditions express or implied (including those of the Buyer), these Conditions shall prevail to the exclusion thereof
2.2: No addition to or variation of these Conditions shall bind the Seller unless expressly accepted in writing by a Director of the Seller. No person has authority to agree to any such variation or addition in any other manner
2.3: Any such addition or variation as mentioned in clause 2.2 will apply only to orders placed after the date of receipt (or deemed receipt) of the notice of change and to that part of all orders that remains unfulfilled as at the date of such receipt (or deemed receipt) of the notice of change
2.4: The Seller has the right to restrict the quantity and/or classification of goods available for sale to any Buyer
3.1: The Seller reserves the right to allocate the Goods that are available amongst its customers at its discretion Accordingly the Seller reserves the right to deliver part only of the Goods ordered by the Buyer and the Buyer shall not be entitled to reject such Goods without further cause
3.2: On fulfilling only part of an order, the Seller shall advise the Buyer which of the Goods not being supplied are only temporarily unavailable
3.3: Orders for Goods that are temporarily unavailable will be fulfilled as and when the Goods are available (whether the order is made in writing, by telephone, by computer in the Buyer's premises or by a hand-held computer operated by a salesman) provided that the Buyer may cancel any such outstanding order only by notice in writing to the Seller at any time prior to the dispatch thereof but not otherwise
3.4: The Seller may decline to accept, or may impose a surcharge for any order which is for less than such minimum (with reference to value, numbers of Goods or numbers of different classifications of Goods) as it may from time to time at its discretion determine
3.5: The Seller may without prejudice to any of its other rights and remedies suspend or cancel delivery of any order if the Buyer is in breach of any contractual obligation to the Seller and the Seller may decline to accept any order from the Buyer if the Seller at its discretion for any reason whatsoever so determines
4.1: The Seller will use its reasonable endeavours to deliver at the time stated but delivery dates shall be regarded as approximate only
4.2: Failure to deliver at the time stated will not be sufficient cause for cancellation and the Seller will not be liable for any losses costs damages or expenses consequential or otherwise suffered by the Buyer
4.3: Where delivery is made by instalments delay in delivery of one or more instalments shall not entitle the Buyer to refuse to accept any remaining instalments
4.4: The Buyer shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery
4.5: Delivery shall take place when the Goods are delivered at the address specified by the Buyer in the United Kingdom when placing the order or otherwise at the Buyer's usual place of business in the United Kingdom or when otherwise delivered to the order of the Buyer
4.6: The price for Goods will generally include the cost of carriage and packing but the Seller may charge for any special delivery or packing arrangements requested
4.7: As orders will be fulfilled (subject to clause 3.1) to the extent that the Goods are available the Goods included in each delivery to the Buyer shall be treated as sold under a separate contract and shall be accepted by the Buyer as such
4.8: Notwithstanding that the Goods delivered shall owing to error include Goods not ordered whether as to quantity or description the Buyer shall accept delivery thereof and shall return the Goods delivered in error for replacement or credit within seven (7) days of receipt thereof In default the Buyer shall be deemed to have accepted such Goods
4.9: Requests for proof of delivery must be made within seven (7) days of invoice date in the case of a full delivery or within seven (7) days of receipt in the case of a part delivery
5.1: Goods shall remain the property of the Seller until unconditional payment in full has been received by the Seller:-
5.1.1 for the Goods the subject of this contract; and
5.1.2 for any Goods supplied by the Seller; and
5.1.3 for any monies due from the Buyer to the Seller on any account
5.2: Each sub-clause of 5.1 is separate severable and distinct from the others
5.3: Until such unconditional payment the Buyer shall
5.3.1 keep such Goods in its capacity as bailee for the Seller and
5.3.2 store the Goods separately and clearly identify the Goods so that they can be clearly recognised as the property of the Seller
5.4: The Buyer may dispose of the Goods in respect of which property has not passed hereunder in the ordinary course of its business as principal but only at such time as the Buyer has disposed of all Goods of the same kind supplied by the Seller for which payment in full has already been made. Moreover the principle of "first in first out" shall apply (or be deemed to apply if not so applied) so that Goods the subject of earlier invoices shall be disposed of (or be deemed to be disposed of, as the case may be) before Goods the subject of later invoices
5.5: If the Goods or any part thereof whether or not incorporated into other products or used as material for other products are re-sold by the Buyer before property to the Goods has passed to the Buyer then (a)the Buyer will hold such part of the proceeds of resale on trust for the Seller as shall be equal to the amount owed by the Buyer to the Seller at the time of receipt of the proceeds of resale by the Buyer (“the Trust Proceeds”);(b) the Trust Proceeds will be held in a separate bank account and will not be mixed with any other monies and shall be at all times identifiable as the Seller’s monies;(c) the Buyer shall on request from the Seller furnish the Seller with full details of the separate accounts in which the Trust Proceeds are held and shall on request supply the Seller with documentary confirmation of the separate treatment of the Trust Proceeds and shall comply with any directions that the Seller may give in relation to the monies ;(d) if the Goods are supplied on credit the Buyer is not free to use the Trust Proceeds as it sees fit. The Buyer will hold the Trust Proceeds on trust until the end of the period of credit at which time the Seller is entitled to call for them.
5.6: The Buyer hereby assigns to the Seller all rights and claims which the Buyer may have against its own customers arising from sales to its own customers referred to in sub-clause 5.5 above until unconditional payment has been made to the Seller in full as aforesaid
5.7: The Seller may appropriate payments by the Buyer to such Goods and accounts as it thinks fit; notwithstanding any purported appropriation by the Buyer to the contrary and may make such appropriation at any time
5.8: At any time prior to property in Goods passing to the Buyer (whether or not any payment to the Seller is then overdue or the Buyer is otherwise in breach of any obligation to the Seller) the Seller may (without prejudice to any other of its rights)
5.8.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises
5.8.2 require delivery up to it of all or any part of the Goods
5.8.3 terminate the Buyer's authority to re-sell or use the Goods forthwith by written notice to the Buyer which authority shall automatically terminate (without notice) upon any insolvency of the Buyer or it going into liquidation (as defined in the Insolvency Act 1986) or it having a receiver or administrator appointed or calling a meeting of its creditors or any execution or distress being levied on goods in its possession
5.9: Notwithstanding the provisions of this clause risk in all Goods supplied shall forthwith pass to the Buyer on delivery and the Buyer shall be liable for the insurance of such Goods
5.10: The Buyer shall provide to the Seller immediately upon request true copies of all existing and / or proposed written terms and / or conditions of sale and / or trading between the Buyer and third parties. If such terms and / or conditions are not in writing, the Buyer shall provide to the Seller immediately upon request a written statement setting out a summary of all material terms and / or conditions.
5.11: The Buyer hereby covenants with the Seller to include in any written terms and / or conditions of sale and / or trading between the Buyer and any third party (each a “sub-purchaser”) a clause in the same or materially the same terms as clause 5 of these Conditions, such that title to any Goods delivered by the Buyer into the possession, custody or control of a sub-purchaser shall not pass to the sub-purchaser unless and until the Buyer has received in full and in cleared funds all sums due and / or owing by the sub-purchaser to the Buyer on any account whatsoever. The Seller’s right to the Buyer’s performance of this covenant may be waived only in writing signed by the Seller.
5.12 TITLE AND RISK
To Apply When Goods Are Subject To The Law Of Scotland
5.12.1: Property and title in the Goods shall not pass to the Buyer until the price due in terms of the contract has been received by the Seller. Where the items to be supplied in terms of the contract are delivered in instalments this Clause will apply to each instalment as if it formed the subject matter of a separate and independent contract
5.12.2: Until the price of the Goods has been paid the Buyer will hold and store the Goods as agent for the Seller and in a manner which clearly distinguishes them from other goods and products of the Buyer and indicates that they are in fact owned by the Seller and not by the Buyer
5.12.3: The Buyer shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Seller until the Price due in terms of the contract relating to such Goods has been received by the Seller
5.12.4: The Seller may recover the Goods at any time if still in the Buyer's possession if the Buyer goes into liquidation or suffers a receiver to be appointed and the Seller its agents or servants will be entitled to remove any Goods for which the price has not been paid
5.12.5: Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Buyer on delivery whereupon the Buyer shall be liable for the insurance of such Goods
6.1: Goods will be charged at the prices ruling on the date of dispatch by the Seller, even where variations are implemented by the Seller after the date on which the order is placed this shall not apply to Goods which are subject to discounts or other special provisions which shall be decided between the parties
6.2: The Seller's published dealer prices for the Goods are exclusive of value added tax or any similar tax or duty which may be imposed in respect of the sale of goods
6.3: The price for the Goods shall be payable in advance with the order unless the Buyer has a credit account with the Seller in which event the Seller shall invoice the Buyer for the price of the Goods dispatched in fulfilment or part fulfilment of an order and such invoice shall be paid within the time stated thereon provided that if payment is not made by that date the total sum including current month purchases (not yet payable) shall become due immediately and payable upon demand and;
6.3.1. interest plus any and all costs incurred shall thereafter be chargeable (both before and after judgment and payable on demand) on the outstanding sums at an annual rate equivalent to four percent (4%) above the base rate of National Westminster Bank Plc or the rate prevailing under statue (whichever is the greater) from time to time such interest to accrue on a daily basis until the date of actual payment after as well as before any judgement; and
6.3.2. the Seller shall be entitled to suspend the delivery of any outstanding orders until all sums together with the interest chargeable there on, and all costs and expenses (including but not limited to legal fees) which the Seller may have suffered or incurred by reason of the Buyer's failure to pay within the stated time shall have been paid to the Seller; and
6.3.3 the Seller shall be entitled to suspend the delivery of any outstanding orders (or part thereof) and as a condition for fulfilling the same, to require payment thereof in advance
6.4: All payments shall be made by the Buyer by the due date without deduction set-off or counterclaim whatsoever and howsoever arising
6.5: Any queries regarding invoices must be made in writing to the Seller within seven (7) days of the date of the invoice otherwise the Buyer shall be deemed to have accepted the invoice
6.6: The Seller shall be entitled from time to time to make all necessary status checks and enquiries which the Seller may consider appropriate to support the initial application and/or the continuation of credit facilities at the discretion of the Seller. Suitable security, either corporate or private, may be required in consideration for the granting or extension of credit rating to the Buyer
6.7: The Seller shall be entitled at any time to vary or withdraw the credit terms previously arranged with the Buyer
7.1: The Buyer shall not, nor authorise or permit any other person to inter alia:
7.1.1. copy, duplicate, re-record, alter, add to or interfere with any Goods or their packaging, in particular (without limitation) by permitting any advertising or similar material to be incorporated in or on any Goods or their packaging or by packaging the Goods together with any other products
7.1.2. broadcast or perform any material contained in the Goods
7.1.3. lease or rent any Goods or offer a plan to repurchase or retake any Goods for any consideration whatsoever whether or not connected with the Goods
7.1.4 sell any Goods where the Buyer ought reasonably to be aware that the purchaser intends or is likely to use them for a purpose other than use in a private residence for listening by persons present in such residence without a fee of any kind being charged
7.1.5 sell or deal in any way with Goods whether or not purchased or acquired from the Seller which otherwise originate from the Seller or parties authorising the Seller to distribute Goods on their behalf which are marked as being for "promotional use" or "not for re-sale" or similar legend
7.1.6 without the written consent of the Seller use or dispose of Goods otherwise than by way of direct outright sale and not sell or offer the Goods whether at full reduced or at no price in any circumstances whereby the Goods may be seen to be endorsing other product(s) or be marketed or advertised directly or indirectly in association with other products (including without limitation "premium" or "endorsement" operations)
7.1.7 without the written consent of the Seller sell any Goods other than by way of retail sale to retail consumers or sell any Goods in circumstances where the Buyer ought reasonably to be aware that the ultimate sale of the Goods shall be other than by way of retail consumers
7.1.8 sell, part with possession of or deal with any Goods otherwise than by way of sale as permitted by these Conditions
7.2: Notwithstanding clause 7.1 above the Buyer may sell Goods to a purchaser being a bona fide retailer for resale by the way of outright retail sale to a retail consumer PROVIDED THAT the Buyer first obtains from such retailer his written agreement to abide by all the provisions of this clause 7
7.3: The Buyer shall ensure that:
7.3.1 at all times up to and including resale all Goods are properly stored, treated and handled as the Seller in no event will accept liability in respect of Goods which are damaged or otherwise rendered defective because they have been stored, kept or used in an improper manner by the Buyer its customers or agent
7.3.2 all Goods (other than Goods to be sold to retailers) are offered for sale in premises suitable for their display and sale and all Goods are given prominence and promotion at least equivalent to that given to other goods of a similar nature sold by the Buyer
8.1: The Buyer shall not (or authorise or permit any other person to) deal in, possess or be party to any agreement or agreement relating to products of any kind which are, or have been in any way dealt with, in breach of copyright or other similar right of any person
8.2: The Buyer warrants that neither it nor any other person connected with the Buyer by way of ownership or directorship has ever knowingly acted in breach of clause 8.1
8.3: The Seller without prejudice to its other rights, will not accept or fulfil orders from such persons and will terminate any arrangement with any persons who are in breach of this clause
8.4: On termination under the provisions of clause 8.3 above the Seller and its agent or representative shall be entitled in addition to all its rights and remedies set out in this agreement and otherwise:
8.4.1 to enter upon any premises of the Buyer or under the Buyer's control for the purposes of ascertaining whether any infringing products are present there and removing the same
8.4.2 to enter upon any such premises to examine and/or copy and/or remove any documents found there for the purposes of establishing the whereabouts and inventory of Goods supplied by the Seller and/or the source or destination of any infringing products
8.5: The Buyer shall if requested by the Seller so to do (whether or not the Seller has exercised its right of termination under clause 8.3 above) give on oath true and accurate details of all persons known or believed by the Buyer to have supplied to or been supplied by the Buyer with any infringing goods or to be or have been a party to any agreement or arrangement relating to such goods
8.6: In exercising any of its rights under this clause the Seller may authorise such persons as it shall think fit to act as its agents or representatives
9.1: On dispatch the Seller will use all reasonable endeavours to ensure that the order is complete and the Goods are in good condition. If the Buyer receives Goods which it considers to be defective or which appear to have been damaged on or before delivery, or there appears to be a discrepancy in the order, the Buyer must report such damage or order discrepancies immediately and confirm this in writing to the Query Management Department, Sony Music Entertainment UK Ltd, c/o Cinram Novum Ltd, Rabans Lane, Aylesbury, Bucks, HP19 8TS within seven (7) days of receipt Claims for non-delivery of whole consignments must be made in writing within fourteen (14) days of invoicing
9.2: Parcels received in an obviously damaged condition should be indicated as such on the delivery driver's manifest at the time of receipt. Should the Sony seal across the parcel be broken, delivery should be refused, and again the driver's manifest signed to this effect
9.3: Any Goods which are defective, or damaged on or before delivery, shall be returned to the Seller and the Seller shall at its option either replace the same or credit the Buyer with the purchase price thereof
9.4: When returning defective or damaged Goods or dealing with incomplete orders or non-delivery, the Buyer will comply with the Seller's then current returns procedure for that category of Goods if the Buyer shall default in such compliance the Seller reserves the right to reject the return so that the Buyer shall be deemed to have accepted the goods in question and clause 9.3 shall not apply
9.5: Subject to the Seller complying with its obligations in this respect, the Buyer shall not be entitled to make any claims whatsoever on account of the Goods being defective or damaged
It is a condition of sale that the Buyer complies in full with all aspects of the Seller's returns procedure and in default the Seller reserves the right to reject returns so that the Buyer shall be deemed to have accepted the Goods in question
THE SELLER'S RETURN POLICY AND PROCEDURES FOR GOODS WILL BE ISSUED FROM TIME TO TIME AND ARE AVAILABLE UPON REQUEST
11.1: In so far as is permitted by statue and save as otherwise provided herein all warranties, conditions, guarantees or representations express or implied, statutory or otherwise are hereby excluded and the Seller shall not be liable in any manner whatsoever (whether in the law of contract, tort or otherwise) for any loss, damage, expense or injury of any kind whatsoever and howsoever arising out of or in connection with the supply of Goods and whether or not caused by the negligence of the Seller or its servants agents sub-contractors or otherwise
11.2: Notwithstanding the generality of sub-clause 11.1 the Seller expressly excludes liability for consequential loss or damage direct or indirect, including (but not limited to) loss of profit business or revenue
11.3: The Seller does not exclude its liability for death or personal injury and these conditions shall not deprive a Buyer dealing as a consumer pursuant to Section 12 of the Unfair Contract Terms Act 1977 of his statutory rights
11.4: Should any limitation or provision of these conditions be held to be invalid for any reason whatsoever and the Seller becomes liable for loss or damage that would otherwise have been excluded hereunder or capable of being excluded in law, such liability shall be limited to the price paid by the Buyer for the Goods giving rise to such liability
11.5: The Buyer agrees that it is best able to estimate the extent and nature of appropriate insurance cover and thus effect such cover at more economic rates and on a more appropriate basis than the Seller and that it is therefore reasonable for the Seller to limit and exclude its liability as provided herein the price of Goods is fixed on such basis
Any advertising and promotional material supplied by the Seller to the Buyer is only to be used in connection with the Goods and shall remain the property of the Seller and shall promptly be returned to the Seller upon request
13.1: Copyright exists in the Goods and in the artwork on the packaging of the Goods and any unauthorised broadcast, public performance, copying or re-recording of such copyright works or subject matter is an infringement of copyright and the infringer may be liable to action at law
13.2: The Seller or its respective licensor is the proprietor of the registered trade marks under which Goods are marketed or made available to others and any infringement of any of these may also result in legal proceedings
13.3: The Buyer shall not use or authorise any other person to use the Seller's name, trade marks or logo in any manner other than as provided or approved in writing by the Seller
The Seller shall be entitled to terminate any contract forthwith without prejudice to its own rights accrued at the date of such termination and to recover damages in the event of any breach by the Buyer of its obligations hereunder; or if the Buyer has a Bankruptcy Order made against it; or being a company, if an Administration or an Administrative Receiver (or Receiver) is appointed of the whole or any part of its assets or undertaking (as the case may be) or a Winding-up order is made against the Buyer or the Buyer goes into voluntary liquidation (other than for the purpose of reconstruction or amalgamation); or if the Buyer makes any arrangement or composition with creditors or allows execution or distress to be levied against its goods
15.1: All notices to be given to the Seller shall be in writing marked for the attention of the Sales Director with a copy for the attention of the Business Affairs Director and either personally delivered or addressed, pre-paid and sent by recorded delivery post to Sony Music Entertainment UK Ltd 9 Derry Street, London W8 5HY (or to such other address as shall be notified by the Seller to the Buyer) or sent by telex facsimile or other mode of immediate communication and shall be deemed to have been given on the day of transmission
15.2: All notices to be given to the Buyer shall be in writing and either personally delivered or addressed, prepaid and sent by ordinary post or sent by telex facsimile or other mode of immediate communication to the address of the Buyer last known to the Seller or (in the case of a body corporate and at the Seller's option) to the Buyer's registered office and shall be deemed to have been given on the date of delivery or sending if personally delivered or sent by telex facsimile or other mode of immediate communication and two (2) days following the date of posting if sent by post
16.1: No waiver of any of these Conditions or of any default thereof shall affect either party's right thereafter to enforce such Condition or exercise any right or remedy in respect of any future default
16.2: If any of these Conditions shall be determined by a court of law with jurisdiction to be invalid or unenforceable this shall not affect the validity of the remainder of the Conditions which shall remain in full force and effect
16.3: The Buyer shall not assign or otherwise transfer all or any of its right interests or obligations under any agreement between it and the Seller without the prior written consent of the Seller
16.4: The rights of the Seller shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver by the Seller of any breach shall operate as a waiver of any other or further breach
16.5: The Seller shall be under no liability to the Buyer in respect of anything which may constitute breach of these Conditions arising by reason of any circumstances beyond the direct control of the Seller including (but not limited to) industrial action and disputes including (but not limited to) strikes and lockouts
16.6: The clause headings herein are for information only and do not form part of these Conditions
16.7: Subject to the provisions of the Treaty of Rome no Goods delivered by the Seller may be exported without the prior consent in writing of the Seller
16.8: These Conditions shall be governed by and construed in accordance with English Law and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts of England and Wales.
RETURNS POLICY AND PROCEDURES
As referred to in our Standard Conditions of Sale
Please read these notes before you attempt to return any product to SONY MUSIC. It is a Condition of Sale that you comply in full with all aspects of our returns procedure. These notes have been compiled in order to assist you when making returns to SONY MUSIC. In default of (you) compliance, we reserve the right to reject any claim (in which case you will be deemed to have accepted the goods).
All types of returns must be authorised before any product can be returned.
No product can be returned without an accompanying Authorisation form.
PLEASE NOTE: Product should not accompany any request – any product received in this manner will not be credited or returned.
Returns fall under the following headings:
- Special Arrangement.
- Input errors, where the wrong catalogue number or quantity appears on your advice note.
- Picking errors, where the advice note carries the correct information but the goods or quantity received do not match.
- Damaged, where goods are received with damaged packaging. However please note that we do provide free replacement cases.
‘AUTHORISED’ RETURNS PROCEDURE
‘FAULTY’ RETURNS PROCEDURE
Should the level of `faulty’ returns exceed an acceptable level, SONY MUSIC reserve the right, pending further investigation, to suspend further Returns Authorisations.
‘PRIVILEGE’ RETURNS PROCEDURE
Certain labels / product lines, from time to time, generate a privilege returns allowance, i.e. goods to an equivalent value of a percentage of the goods purchased can be returned for credit. Customers can be advised of their entitlement value by arrangement.
‘SUPPLY ERROR’ RETURNS PROCEDURE
The credit value will be calculated on confirmed sales made to your account of that catalogue number and this will include those supplied with differing discount levels.