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Repeat Performance Multimedia Ltd

STANDARD TERMS AND CONDITIONS OF BUSINESS 5 April 2014

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Repeat Performance Multimedia endeavours to provide the fast, professional service that its clients rightly deserve and expect, but considers it prudent to lay down these standard Terms and Conditions.
 

1. DEFINITIONS The following expressions have the respective meanings set opposite them:

(a) "the Company" Repeat Performance Multimedia Ltd

(b) "the Customer" the person, firm or company entering into the Contract with the Company.

(c) "the Services" (i) all processing, recording or replaying, editing, titling, transferring, copying, printing and/or other services carried out by the Company, and

(ii) the supply of the Finished Products by the Company.

(d) "Customer's Materials" all audio and video tapes, reels, cassettes, discs, cartridges, negatives, interpositives, prints, transparencies, artwork, or other materials of any nature provided by the Customer to the Company.

(e) "Finished Products" all audio and video tapes, reels, cassettes, discs, cartridges, negatives, interpositives, prints, transparencies, artwork, or other materials of any nature produced by the Company pursuant to the Contract.

(f) "Customer's Client" means a person, firm or company authorised by the Customer to place orders for the Services and/or the Finished Products with the Company

(g) "the Contract" the agreement between the Company and the Customer for the supply of the Services by the Company.
 

2. APPLICATION OF TERMS

These terms of business shall, subject to any additional or alternate terms agreed to in writing by the Company, constitute the entire Contract and shall govern all orders for the Services to the exclusion of all other terms (whether those of the Customer or otherwise) and of all representations written or oral made by or on behalf of the Company.
 

3. ORDERS

Subject to clause 4 below, the Company shall, during the period of the Contract carry out the Services in accordance with the full, legible and concise written orders placed by the Customer and by Customer's Clients duly authorised by the Customer. The Customer shall be liable for the payment of all charges due to the Company under the Contract, and where any Customer's Clients place orders with the Company they shall be deemed to be acting as agents for the Customer and both they and the Customer shall be personally liable for the payment of all charges in respect of those orders.
 

4. ACCEPTANCE AND CANCELLATION

Notwithstanding anything to the contrary in these terms or elsewhere, the Company shall be under no liability in respect of orders for the Services placed by the Customer or by the Customer's Clients until it shall have accepted such order either expressly or implied by commencing the Services. On the cancellation of any order by the Customer or the Customer's Client within 24 hours before the relevant Services are due to commence, then unless the Company is able to mitigate its loss it shall be entitled to make a cancellation charge to cover its loss which shall be deemed to be the full amount of the charge which would have been made had the Services been carried out.
 

5. CHARGES

(a) Unless otherwise agreed in writing the charges for the Services will be those published in the Company's price lists at the date of delivery of the Finished Products. The Company reserves the right to alter without notice the terms of the said prices at any time during the subsistence of the Contract.

(b) The Company will give due consideration to any alleged case of incorrect invoicing to the Customer provided that the Customer gives written notice of such an event to the Company within 7 days of the date of the Company's invoice

(c) All charges exclude VAT and, where relevant, VAT will be paid by the Customer against delivery by the Company of the necessary VAT invoices.
 

6. PAYMENT

Unless the Company requires full or part payment in advance the Customer shall pay in full all charges under the Contract before delivery of the Finished Products. Where a credit account has been established for the Customer, payment shall be made by the Customer by the end of the month following the date of the Company's invoice, or by the date shown on the Company's invoice, whichever shall be the earlier date. In payment time shall be of the essence and payments by post are at the risk of the Customer. Any credit account facilities granted to the Customer may be withdrawn at the discretion of the Company, whereupon the outstanding balance will be paid immediately and in full. Without prejudice to any other of its rights the Company reserves the right to charge interest on the outstanding balance of all overdue accounts at 100 per cent per annum above the current Bank of England minimum lending rate.
 

7. GENERAL LIEN

Without prejudice to its other rights against the Customer and/or the Customer's clients, the Company shall have a general lien on the Customer's Materials and on the Customer's Finished Products for any sums owed by the Customer and/or the Customer's Clients to the Company and shall have the right, if any part of such sums shall remain unpaid at the expiration of fourteen days after giving notice to the Customer or as the case may be the Customer's Clients requiring payment therefor, to dispose of such Customer's Materials and Finished Products as it thinks fit (including the sale and/or erasing of tapes and discs for re-use) and to apply the proceedings of sale or re-use (if any) in or towards payment of such sums.
 

8. CUSTOMER'S MATERIALS

On completion of the Services or on earlier termination of the Contract the Company shall, unless otherwise agreed between the parties, return all Customer's Materials in its possession to the Customer by such means as is appropriate, and at the Customer's expense and risk. If the Customer's Materials are not to be returned they shall, by prior arrangement, be stored by the Company at the Customer's risk for such time as may be convenient to both parties.
 

9. CUSTOMER'S OBLIGATIONSThe Customer shall:-

(a) supply to the Company such of the Customer's Materials as the Company decides are necessary to carry out the Services to a suitably professional standard

(b) ensure that all Customer's Materials supplied to the Company conform with the specifications laid down by the manufacturer of equipment used by the Company and shall be liable for (and where relevant shall indemnify the Company against) any damage caused to such equipment and any damage, personal injury, death or loss (consequential or otherwise) caused by or by the use of the Customer's Materials

(c) ensure that no material supplied to the Company is defamatory, obscene or in any way infringes the rights of any third party, and the Customer shall indemnify the Company in full against any loss or liability arising from the control, possession or publication of such material by the Company.
 

10. DELIVERY

Unless otherwise agreed the Company shall deliver the Customer's Materials and Finished Products as directed by the Customer and the Customer shall pay the Company's delivery charges as appropriate at the time of delivery. Risk in Finished Products passes on delivery to the Customer, the Customer's Client, or a carrier or other person acting on behalf of the Customer or Customer's Client. The Company shall not be liable in any way for loss or damage to, or for any delayed, defective or non-delivery of the Customer's Materials or the Finished Products. The Company does not contract to complete any order at any specified time, although it will make its best endeavours to meet completion date requirements. The Company will not be liable for any loss or damage resulting from delivery after the indicated completion date, nor is the Company responsible for any delays occurring subsequent to the Finished Products and/or Customer's Materials leaving the Company's premises.
 

11. LIABILITY

(a) Subject to (b) below, the Company does not accept any liability whatsoever for loss or damage arising from any delay in carrying out the Services or from defects in the Finished Products caused by faults in the Customer's Materials, and the Company gives no warranties (expressed or implied) as to the state, quality, merchantability or fitness of the Finished Products.

(b) If within 7 days after delivery of the Finished Products the Customer returns any defective Finished Products to the Company, where such defects arise as a result of the negligence of the Company its servants or agents in carrying out the Services, the Company will replace the relevant items or remedy the defects at its own expense but shall not otherwise be liable in any way in respect of any defect in the Finished Products or any defective or non-performance of the Services.

(c) the Company endeavours to ensure the security of its premises and the materials in its possession, but its charges do not reflect the value of the material recorded on the Customer's Materials, and accordingly the Company:-

(i) will not be liable for any loss of or damage to the material recorded on the Customer's Materials, whether as a result of the negligence of the Company or its servants or otherwise

(ii) shall not be liable in any way for any failure to perform the Services, or any loss or damage to the Customer's Materials as a result of any circumstances beyond its reasonable control including (but not limited to) trade disputes, fire, theft, chemical reaction, equipment breakdown, power failure or normal deterioration of films, tapes and disks, and

(iii) shall not be liable for an amount in excess of the aggregate sum payable under the Contract unless the parties have agreed in writing on any other sum.
 

12. COPYRIGHT

The Company undertakes to provide the Services on the express condition that the Customer holds the copyright in, or has the full authority of the copyright holder in respect of the use of the Customer's Materials, and the Customer will ensure that the use of the Customer's Materials and/or the provision of the Services by the Company shall not infringe the rights of any third party as to copyright, registered design, trade marks, patents or otherwise, nor be itself or cause the Company to be in breach of any statute, regulation or order, and shall indemnify the Company against all costs, claims, expenses, loss and damage (consequential or otherwise) incurred by the Company in the provision of the Services whether by reason of such infringement or breach or by defamation or otherwise.
 

13. TERMINATION

The Company shall have the right at its own action (but without prejudice to any of its other rights against the Customer) by notice in writing to the Customer to terminate the Contract in toto or as to any order placed pursuant to it, or to suspend performance of any of its obligations hereunder if:-

(a) any sum owing to the Company under the Contract is overdue for more than 30 days

(b) the Customer is in breach of Contract

(c) the Customer goes into liquidation (whether voluntary, compulsory or under supervision) or enters into any compromise or arrangement with or for the benefit of its creditors, has a receiver appointed over any of its assets or undertaking, or

(d) any dispute arises over the Customer's copyright or its authority to permit the Company to use the Customer's Materials.
 

14. ENGLISH LAW

This Contract shall be governed and constituted in accordance with the Laws of England.
 


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This page is from the Web site of RPM, Repeat Performance Multimedia
50 Fordhook Avenue, Ealing Common, London W5 3LP
 Visitors welcome by appointment

 Tel 020 3286 4018 . | . Skype RepeatPerformance
E-mail: info@repeat-performance.co.uk
Home: http://www.repeat-performance.co.uk

All our prices are quoted in pounds sterling. E.&O.E. ©1990-2014 Repeat Performance Multimedia Ltd.
Prices contained in these pages supercede any previously published, and are subject to our standard terms and conditions, and to VAT

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