MICROCOSM AUDIO LTD. – STANDARD TERMS AND CONDITIONS OF PURCHASE
1. DEFINITIONS AND INTERPRETATION
"Buyer" means Microcosm Audio Ltd. (Company Number: 15812735, VAT Number: 501608333), whose registered office is at 44 Rackhouse Rd, Manchester, M230BN, United Kingdom.
"Supplier" means the person, firm, or company to whom the Purchase Order is issued.
"Goods" means the goods, materials, articles, or services described in the Purchase Order.
"Purchase Order" (PO) means the Buyer’s official numbered order form detailing the Goods or Services required, including any special instructions.
2. THE CONTRACT
2.1. The Purchase Order constitutes an offer by the Buyer to purchase the Goods subject to these Terms and Conditions.
2.2. Acceptance of a Purchase Order by the Supplier (either by written acknowledgement or by starting performance) creates a binding contract.
2.3. These Terms and Conditions apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
3. PURCHASE ORDER NUMBERS
3.1. A valid Purchase Order number must be quoted by the Supplier on all invoices, delivery notes, shipping documents, and correspondence relating to the order.
3.2. The Buyer reserves the right to reject any invoice or delivery that does not clearly display a valid Purchase Order number.
4. DELIVERY AND SHIPMENT (INCLUDING BLIND DROP-SHIPPING)
4.1. The Goods shall be delivered to the "Ship To" address specified on the Purchase Order on or before the date specified.
4.2. Blind Drop-Shipping Requirement: Where the Purchase Order specifies that a delivery is a "blind drop-shipment", the Supplier agrees and undertakes to ship the Goods directly to the Buyer's customer without including any pricing, invoices, Supplier invoices, or Supplier-branded marketing materials in the shipment.
4.3. Time of delivery of the Goods or performance of the Services is of the essence to this contract.
5. QUALITY, DESCRIPTION, AND INSPECTION
5.1. The Supplier warrants that the Goods will correspond strictly with the description, quantity, and specifications set out in the Purchase Order, will be of satisfactory quality, and fit for any purpose held out by the Supplier or specified by the Buyer.
5.2. The Buyer shall have the right to inspect and test the Goods at any time before or within a reasonable time after delivery. If the Goods fail to comply with the warranties, the Buyer may reject them.
6. PRICE AND PAYMENT
6.1. The price of the Goods shall be as stated in the Purchase Order and, unless otherwise agreed in writing, shall be exclusive of Value Added Tax (VAT) but inclusive of all packaging, shipping, carriage, insurance, and delivery costs.
6.2. Unless specified otherwise on the face of the Purchase Order (e.g., Payment in Advance), standard payment terms shall be processed following receipt of a valid, undisputed invoice quoting the correct PO number.
6.3. Invoices must be sent electronically to [email protected].
7. RISK AND TITLE
7.1. Title and risk in the Goods shall pass to the Buyer upon successful delivery to the specified delivery address, without prejudice to any right of rejection.
8. CONFIDENTIALITY
8.1. The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives, or customer delivery details (including end-customer names and addresses provided for drop-shipping) which are disclosed to the Supplier by the Buyer.
9. INDEMNITY AND LIABILITY
9.1. The Supplier shall defend, indemnify, and hold harmless the Buyer against all claims, actions, liabilities, losses, damages, costs, and expenses (including legal fees) arising out of or in connection with any defect in the Goods, breaches of product warranties, or any claim that the Goods infringe the intellectual property rights of a third party.
10. TERMINATION
10.1. The Buyer may terminate the contract in whole or in part at any time by giving written notice to the Supplier if the Supplier breaches any term of the contract, becomes insolvent, enters liquidation, or has a receiver appointed.
11. GOVERNING LAW AND JURISDICTION
11.1. The contract, and any dispute or claim arising out of or in connection with it, shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
