Terms and Conditions
The following definitions apply throughout these terms and
conditions.
"the Buyer" shall mean the person, firm or company with whom any
contract is made;
"the Goods" shall mean any goods the subject of an order by the Buyer
whether or not on Seahill Media's standard order form and agreed to be
sold by Seahill Media to the Buyer.
1.
Any order by the Buyer for Goods from Seahill Media is deemed to
incorporate these terms and conditions to the exclusion of any other
terms and conditions and no variation or modification of or substitution
for these terms and conditions shall be binding on Seahill Media and any
other proposed terms and conditions shall be void unless specifically
accepted by a director of Seahill Media in writing.
2.
If any provision of these terms and conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these terms and conditions and the
remainder of the provision in general shall not be affected thereby.
3.
Payment.
3.1.
The Buyer shall pay the price of the Goods prior to the production and
delivery of any order. The time of payment of the price shall be of the
essence of the contract.
4.
Delivery.
4.1.
Delivery of the Goods shall take place at the Buyer's premises or at
such other location as the Buyer shall have previously notified Seahill
Media in writing.
4.2.
Any dates quoted for delivery of the Goods are approximate only and
Seahill Media shall not be liable for any delay in delivery of the Goods
howsoever caused. Time for delivery shall not be of essence.
4.3.
If Seahill Media fails to deliver the Goods for any reason other than
any cause beyond Seahill Media's reasonable control or the Buyer's
fault, and Seahill Media is accordingly liable to the Buyer, Seahill
Media's liability shall be limited to the Seahill Media invoice price of
the Goods.
5.
Returns and Claims.
5.1.
The Buyer shall upon delivery examine the Goods and shall promptly (but
in any event within 3 working days of delivery) notify Seahill Media in
writing of any apparent damage, defect or shortage. In default of such
written notification Seahill Media shall be deemed conclusively to have
properly performed its obligations in relation to the purchase and sale
of the Goods. All illustrations, drawings and general descriptions
contained in Seahill Media’s advertisements or catalogues or other
literature or otherwise provided to the buyer are intended for general
guidance only and shall not be binding on Seahill Media and are only
approximate indications of the type, size or colour of goods and are
intended merely to represent a general idea of the goods described
therein and the sales of such goods shall not be by reference thereto.
The buyer shall take the goods at his own risk as to their corresponding
with such examples or as to their quality, condition or sufficiency for
any purpose.
5.2.
No unauthorised returns can be accepted. For the avoidance of doubt, the
Goods are not supplied on a sale or return basis.
6.
Liability.
6.1.
Risk of damage to or loss of the Goods shall pass to the Buyer at the
time of delivery or, if the Buyer wrongfully fails to take delivery of
the Goods, the time when Seahill Media has tendered delivery of the
Goods.
6.2.
In the event of a claim, settlement will be limited to the value of the
Goods defectively produced and will in no way extend to consequential
loss howsoever caused.
6.3.
Seahill Media shall not be liable to the Buyer or be deemed to be in
breach of the agreement by reason of any delay in performing, or any
failure to perform, any of Seahill Media's obligations in relation to
the Goods, if the delay or failure was due to any cause beyond Seahill
Media's reasonable control. Without prejudice to the generality of the
foregoing, the following shall be regarded as causes beyond Seahill
Media's reasonable control:
6.3.1.
Act of God, explosion, flood, tempest, fire or accident;
6.3.2.
War or threat of war, sabotage, insurrection, civil disturbance or
requisition;
6.3.3.
Acts, restrictions, regulations, bye-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local
authority;
6.3.4.
Import or export regulations or embargoes;
6.3.5.
Strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of Seahill Media or of a third party);
6.3.6.
Difficulties in obtaining raw materials, labour, fuel, parts or
machinery;
6.3.7.
Power failure or breakdown in machinery.
7.
Cancellation.
If any of the events below happen, or Seahill Media reasonably
apprehends that any of the events mentioned are about to occur in
relation to the Buyer and notifies the Buyer accordingly; then without
prejudice to any other right or remedy available to it, Seahill Media
shall be entitled to cancel the contract or suspend any further
deliveries under the contract without any liability to the Buyer, and if
the Goods have been delivered but not paid for the price shall become
immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary. The events are if:
7.1
the Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or
7.2
an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Buyer; or
7.3
the Buyer ceases, or threatens to cease, to carry on business.
8.
Any dispute, claims or proceedings of whatever nature between the Buyer
and Seahill Media in connection with or arising out of the validity,
construction or performance of this agreement shall be subject to the
non-exclusive jurisdiction of the High Court of Justice in Northern
Ireland to which the Buyer and Seahill Media irrevocably submit.
9.
The validity, construction and performance of this agreement shall be
governed by Northern Ireland Law.
