Terms & Conditions
TERMS AND CONDITIONS OF BUSINESS
1. This website is operated by PAI Group, a trading name of Vaughan Sound Installations Ltd (Company Registration No.: 02194943). Where these terms and conditions use terms such as "we", "us" and "our" they refer to PAI Group.
3. By visiting our website and/or purchasing something from us, you are deemed to have accepted these terms and conditions.
4. You can view the most current version of these terms and conditions at any time by visiting this website page. We reserve the right to update, change or replace any part of these terms and conditions, without prior notice to you, by posting updates on this page. It is your responsibility to check this page on each visit to our website, read these terms and conditions and ensure you understand them before making a purchase.
5. We reserve the right to refuse service to anyone, for any reason, at any time.
6. Any content that you enter onto this website may be transferred unencrypted and involve transmissions over various networks and may involve changes in order to conform and adapt to the technical requirements of connecting networks or devices.
7. You may not reproduce, duplicate, copy, sell, resell or otherwise exploit for commercial gain, or otherwise, any portion of any of the content on the website or any other part of the service that we offer on this website.
8. Headings and titles used on this website are done so for convenience only. They do not constitute any part of the terms and conditions and will not limit or otherwise affect the terms herein.
ONLINE STORE TERMS
9. Our website offers a range of products and/or services for sale. Where we refer to an 'item' we are referring to a single product or service available for purchase on this website.
10. We will take all reasonable care to ensure that the details displayed for a particular item offered for sale are correct at the time when the information was entered onto the system.
11. Whilst care is taken to ensure that we display as accurately as possible appearances, colours, textures or finishes, what you will see on your computer monitor or equipment may differ and so we cannot guarantee that images are an accurate representation of the actual goods or services that you are purchasing.
12. We may not be able to accept your order due to one or more of the following reasons, or for a reason not listed below:
i) The item you have ordered is out of stock
ii) We cannot authorise your payment or have reasonable grounds to suspect your payment may be fraudulent
iii) There has been a pricing or product description error
iv) There is a system or procurement failure
v) You have failed our customer validation checks
13. When you place an order you will receive an email confirming the details of your order. This email is not confirmation that your order has been accepted by us.
14. Your order will only be accepted by us once your goods have been dispatched.
MODIFICATIONS TO OUR SERVICE AND PRICING
15. Prices for items are subject to change without notice.
16. We reserve the right to, at any time, modify or discontinue any part of the service that we offer, or any part of content thereof, without any notice to you.
17. We accept no liability to you or to any third-party for any modification, price change, suspension or discontinuation of the service.
18. During checkout, you may be presented with one or more options for delivery. Where an estimated timescale for delivery is provided, this is an estimate only and your items may be delayed in being received due to circumstances beyond our control (such as a courier delay, or at busy times).
19. Where you select a 'next day delivery' option, orders placed on Fridays, Saturdays or Sundays may not be dispatched for delivery until the following Monday and so may not be received until Tuesday.
20. If you wish to cancel an order you have placed you must contact us immediately to ascertain whether the items have been dispatched or not. Where they have been dispatched, you will need to return the item to us and you will be responsible for paying the cost of returning the items.
21. Where items have not been dispatched prior to a cancellation request, our Refund Policy will apply.
22. Where you have ordered a personalised, perishable or time critical item, you may not be able to cancel for a full refund.
LIABILITY AND INDEMNITY
23. We shall not be liable for any direct, special, indirect or consequential or incidental damages including loss of profit or loss of opportunity as a result of the use of or the inability to use any items that have been ordered on this website.
24. You agree to indemnify us and our agents, officers, directors and employees, immediately and on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of any of our terms and conditions.
25. These terms and conditions shall be governed in accordance with English Law and are subject to the exclusive jurisdiction of the courts of England and Wales.
27. Should any part-term or term be found to be unenforceable then the remainder of the Terms and Conditions shall continue to have full force and effect as if the invalidated term was not present.
28. Should any delay or failure to comply with our obligations under these Terms and Conditions arise where it is beyond our reasonable control, we will not be responsible to you for such delay or failure nor liable for any loss that you incur, howsoever caused.
PAI GROUP GENERAL TERMS AND CONDITIONS OF SALE
PAI, PAI Group and Vaughan Sound are trading names of Vaughan Sound Installations Ltd (registration no.: 02194943).
For the purposes of these conditions PAI Group are therein after referred to as ‘the supplier’.
1) All orders are accepted only upon and subject to these conditions of sale to the exclusion of all conditions of the purchaser's order or any other written or printed document except in so far as the same are expressly accepted by the supplier in writing.
2) No variation to an order shall be binding on the supplier unless or until accepted in writing by the supplier. Such acceptance shall only include such goods and works specified or incorporated in the acceptance.
3) The Supplier reserves the right to substitute goods for an equivalent in the unlikely event that a specific product is unavailable. Any variation in cost will be credited or debited as appropriate.
4) Prices quoted by the supplier are exclusive of the cost of carriage and carriage shall be paid by the purchaser unless otherwise agreed in writing by the supplier.
(a) The purchaser shall pay for any loss to or extra cost incurred by the supplier through the purchaser's instructions or lack of instructions or the purchaser's delay or failure in taking delivery or through any request act or default on the part of the purchaser or the purchaser's employees.
(b) If the purchaser shall fail to take delivery of goods available within 48 hours of written notice from the supplier to do so the supplier shall be entitled to rescind the contract for the supply of such goods or (if part of a larger order) the remainder of such order and to retain any monies paid therefore as liquidated damages for breach of the contract.
6) Any time or date for delivery is given by the supplier in good faith but is not guaranteed. The purchaser shall have no rights to damages or to cancel the order if delivery is effected within a reasonable time of the due date.
7) If a purchaser cancels an order he will be liable for breach of contract and termination charge to be calculated on the basis of a restocking charge for the goods and the cost of labour incurred by the supplier. If a purchaser cancels part of an order then without prejudice to the rights of the supplier against the purchaser the purchaser shall pay to the supplier the difference between the price charged for the quantity of any items already supplied and the price which would have been charged if such quantity had comprised the whole of the order.
8) Any defect or specification in any goods shall not give the purchaser any grounds for cancelling the remainder of an order or contract, nor shall it be grounds for delay in payment for goods already delivered.
(a) Goods represented by a purchaser to be defective shall not form the subject of any claim for the work done by the purchaser or for any loss damage or expense whatsoever resulting from or arising directly or indirectly out of such defects.
(b) Without prejudice to sub-paragraph (a) above, the supplier will replace or repair such goods as in its absolute discretion it considers to be defective because of faulty materials or workmanship, provided that notice in writing giving full details of such defects is given by the purchaser to the supplier within ten days of receipt of the goods and, within ten days thereof, the defective goods are returned to the supplier at the expense and entire risk of the purchaser.
(a) Goods represented by a purchaser to have been lost or damaged in transit whether due to negligence of the supplier or its carriers shall not form the subject of any claim for work done by the purchaser or for any loss or damage or expense whatsoever resulting from or arising directly or indirectly out of such loss or damage.
(b) Failure to advise the supplier of non-delivery of goods within ten days from date of advice will relieve the supplier of all responsibility and liability for loss.
11) Losses or damage to goods must be notified both to carriers and the supplier immediately and damaged parts and packages retained for inspection. No liability whatsoever will be accepted upon failure to do so.
12) The Supplier does not provide any warranty in relation to the goods and the purchaser must rely on the individual manufacturer’s warranty unless otherwise directly stipulated.
13) Nothing in these terms and conditions shall limit or exclude the supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or misrepresentation, breach of terms implied by section 12 of the Sale of Goods Act 1979, or any matter in respect of which it would be unlawful for the supplier to exclude or restrict liability.
14) If a purchaser shall make default in or commit breach of this contract or any other of its obligations to the supplier or if any distress of execution shall be levied upon the purchaser's property or assets or if the purchaser shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the purchaser shall be a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed or if the business of the purchaser is closed down by executive or judicial authorities the supplier shall have the right to determine any contract then subsisting and upon written notice of such determination being posted by it to the purchasers last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right which the supplier might otherwise make or exercise.
15) The supplier reserves the right to postpone deliveries to or cancel unfulfilled contracts in whole or in part with a purchaser if any moneys owed to the supplier by such purchaser, have been outstanding for what in the absolute opinion of the supplier is an unreasonable length of time or if by reason of act of God, force majeure, war, fire, flood, strike, lockout or other industrial action, government control unavoidable accident or any other circumstances outside the control of the supplier the supplier is prevented in whole or part from performing its obligations. Such postponement or cancellation will be without prejudice to the right of the supplier to recover payment for goods supplied in performance or part-performance of any contract and will not give rise to any claim by a purchaser for any loss or expense whatsoever resulting from or arising directly or indirectly out of such postponement or cancellation.
16) The supplier shall have the right to make a part delivery against any order and the purchaser shall accept such part deliveries as good deliveries. Payment for all such goods shall be at the contract rate. Scheduled orders on the supplier cannot be reschedules without the prior consent of the supplier.
(a) Payment for goods shall, if the supplier so require, be made in full prior to delivery and the company shall be entitled to withhold delivery until such payment is made and any cheque or other negotiable instrument given in settlement cleared unless otherwise agreed in writing.
(b) For account customers, payment of the price must be made as net cash within 30 days after the date of invoice, in which respect time shall be of the essence. If the purchaser shall not have made payment of the price or any part thereof by the said date, the purchaser shall pay interest to the supplier on the price such part thereof remaining unpaid at the rate of 5% per month from the said date until the date of actual payment and reserves the right to charge interest pursuant to the Late Payment of Commercial Debts Regulations 2002. The supplier can exercise the right to charge interest without prejudice to any other right it may have in respect of goods or for non-payment.
18) An order having been placed by the purchaser and accepted by the supplier, the purchaser shall in the event of the payment being made in full be bound to accept delivery of the goods in any event.
19) Subject to the terms and conditions of clause 11 hereof the supplier shall not without its prior consent in writing be bound to accept the return of goods for any reason. In the event of the supplier agreeing in writing to accept the return of goods an administrative charge of 10% of the value of the returned goods shall be made. In the event of returned goods being found on receipt by the supplier to be damaged or shop-soiled the supplier reserves the right to make an additional charge against the purchaser in respect thereto.
20) In the event of the purchaser returning the goods to the supplier for any reason whatsoever the goods shall be returned in the original manufacturer's packaging provided by the supplier at the cost and at the risk of the purchaser.
(a) Title to the goods shall not pass to the purchaser until the supplier has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the supplier to the purchaser for which payment is then due. Until such payment the purchaser shall remain in possession of the goods solely as bailee for the supplier, shall store them separately from his own goods or those of any other person and in a manner which makes them readily identifiable as goods of purchaser, not remove deface or obscure any identifying mark or packaging on or relating to the goods, maintain the goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery, and give the supplier such information relating to the goods as the supplier may require from time to time.
(b) Before title to the goods has passed to the purchaser under the terms of the sub-clause (a) of this clause and without the prejudice to any of its other rights, the supplier shall have the right to recover and resell the goods of any of them and may enter upon the buyers premises or any premises where the goods are stored (or are reasonably believed by the supplier to be stored) to so recover them and this right is extended to the supplier's servants or agents for that purpose.
(c) The purchaser may process the goods before title has passed and/or incorporate them in or with any other product provided that any product containing the supplier's goods shall be separately scored and marked so as to be identifiable accordingly.
(d) If the supplier's goods are processed with and/or incorporated in goods belonging to another person (whether the purchaser or a third party) the resulting product shall become or shall deemed to be owned by the supplier in common with that other person.
(e) The purchaser may agree before title in the goods has passed to sell-on the goods or any product produced from or with the goods but the entire proceeds shall be held in trust for the supplier (or for the supplier and any co-owner of the product sold) and shall not be mixed with the purchaser's money.
Installation and Support
22) The Supplier shall, in consideration of the payment of the installation charge set out in the quotation, install the equipment as specified in the quotation ('Equipment') at the premises at which the customer intends to use it and subject the equipment to its standard installation and commissioning.
23) The annual maintenance charge at the date hereof in respect of each item of equipment shall be as set out in the quotation.
24) The maintenance charges shall include the travel, accommodation and subsistence expenses of the supplier’s employees (including the cost of time spent travelling) incurred in the provision of the maintenance services.
25) The maintenance charges shall not include the cost of any excepted services.
26) The maintenance charges shall be levied by the supplier annually in advance. Maintenance charges shall be payable by the customer within 30 days of receipt of an invoice therefore.
27) The supplier reserves the right to charge the customer interest in respect of the late payment of any maintenance charges or additional charges due under this agreement (as well after as before judgement) at the rate of five percent per annum above the base rate from time to time of Lloyds Bank plc from the due date therefore until payment, and reserves the right to charge interest pursuant to the Late Payment of Commercial Debts Regulations 2002.
28) Maintenance services shall comprise the provision by the supplier of 'preventative maintenance', 'reactive maintenance' and 'mandatory engineering changes' (as set out in the quotation).
29) The maintenance services shall not include:
(a) the correction of any fault due to:
i) the customer’s failure to maintain a suitable environment for the equipment at the place of use in accordance with the supplier’s written specifications therefore including, without limitation, failure to maintain a constant power supply, air conditioning or humidity control;
ii) the customer’s neglect or misuse of the equipment or its failure to operate the equipment in accordance with the supplier’s instruction manuals or for the purposes for which it was designed;
iii) the alteration, modification or maintenance of the equipment by any party other than the supplier without the supplier’s prior consent;
iv) the transportation or relocation of the equipment save where the same has been performed by or under the direction of the supplier;
v) the use of defective or inappropriate supplies with the equipment;
vi) any defect or error in any software used upon or in association with the equipment;
vii) any accident or disaster affecting the equipment including without limitation fire, flood, water, wind, lightning, transportation, vandalism or burglary; or
viii) the customer’s failure, inability or refusal to afford the supplier’s personnel proper access to the equipment;
(b) the painting or refinishing of the equipment;
(c) the relocation or transportation of the equipment;
(d) electrical work external to the equipment;
(e) the provision of supplies for use in association with the equipment;
(f) with the exception of 'mandatory engineering changes', any modification or alteration of or attachment to the equipment or removal of the same.
30) The supplier shall upon request by the customer provide all or any of the excepted services referred to in clause 29 above but shall be entitled to charge for the same by levying additional charges.
31) The supplier warrants and undertakes to the customer:
(a) to perform the maintenance services and any excepted services with reasonable care and skill;
(b) to perform any excepted services within a reasonable time of being so requested by the customer;
(c) that it shall have a free and unencumbered title to any replacement parts for the equipment supplied hereunder; and
(d) that the customer will enjoy quiet possession of any such replacement parts and that the same will be of merchantable quality and reasonably fit for their purpose.
32) The supplier does not warrant that the maintenance services (or the excepted services) will cause the equipment to operate without interruption or error.
33) Subject to the foregoing all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the performance by the supplier of the maintenance services or excepted services under this agreement are excluded.
34) The following provisions set out the supplier’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the customer in respect of:
(a) any breach of its contractual obligations arising under this agreement; and
(b) any representation statement or tortious act or omission including negligence (but excluding any of the same made fraudulently) arising under or in connection with this agreement.
35) Any act or omission on the part of the supplier or its employees’ agents or sub-contractors falling within clause 34 above shall for the purposes of this clause be known as an 'event of default'.
36) The supplier’s liability to the customer for:
(a) death or injury resulting from its own or its employees’, agents’ or sub-contractors’ negligence; and
(b) damage suffered by the customer as a result of any breach of the obligations implied by, as applicable, section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982 or section 8 of the Supply of Goods (Implied Terms Act) 1973 shall not be limited.
37) Subject to the limits set out in clause 38 below the supplier shall accept liability to the customer in respect of damage to the tangible property of the customer resulting from the negligence of the supplier or its employees, agents or sub-contractors.
38) Subject to the provisions of clause 37 above the supplier’s entire liability in respect of any 'event of default' shall be limited to damages of an amount equal to the aggregate of the maintenance charges and the additional charges for the 12 months immediately preceding the date of the 'event of default'.
39) Subject to clause 36 above, the supplier shall not be liable to the customer in respect of any 'event of default' for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the customer as a result of an action brought by a third party), even if such loss was reasonably foreseeable or the company had been advised of the possibility of the customer incurring the same.
40) If a number of 'events of default' give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.
41) The customer hereby agrees to afford the supplier not less than 28 days in which to remedy any 'event of default' hereunder.
42) Except in the case of an 'event of default' arising under clause 36 above, the supplier shall have no liability to the customer in respect of any 'event of default' unless the customer shall have served notice of the same upon the supplier within one year of the date it became aware of the circumstances giving rise to the 'event of default' or the date when it ought reasonably to have become so aware.
43) The supplier reserves the right to supply new, second-hand or reconditioned replacement parts in the performance of its duties hereunder.
44) This agreement may be terminated:
(a) forthwith by the supplier if the customer fails to pay the maintenance charges or any additional charges due hereunder within 30 days of the due date therefore;
(b) forthwith by either party if the other commits any material breach of any term of this agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request by the other party to remedy the same;
(c) forthwith by a party (the 'initiating party') on or at any time after the occurrence of an event specified below in respect of the other party (the 'breaching party'):
i) the 'breaching party' passing a resolution for its winding up, a court of competent jurisdiction making an order for the 'breaching party's' winding up or the presentation of a petition for the 'breaching party's' winding up which is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction and in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the 'breaching party's' obligations under this agreement);
ii) if the 'breaching party' enters administration (as defined in Schedule B1 of the Insolvency Act 1986) or the making of an administration order in relation to the 'breaching party' under Part II of the Insolvency Act 1986 or the appointment of an administrative receiver, a receiver over, or an encumbrancer taking possession of or selling an asset of, the 'breaching party';
iii) the 'breaching party' making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally;
iv) the inability of the 'breaching party' to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
45) Any termination of this agreement pursuant to clause 44 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
46) These terms and conditions shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English and Welsh courts.