Terms & Conditions

1. Interpretation
2. In these conditions the following expressions and words shall have the following meanings unless stated otherwise:
3. “Buyer” means the person who accepts a quotation from the Seller for the sale of Goods or Services and whose order for the Goods or Services is accepted by the Seller.
4. “Goods/Service(s)” means the Goods (including provision as stated on the invoice, proforma or quotation or any parts thereof) and/or the Services which the Seller has agreed in writing to supply, provide or carry out in accordance with these conditions.

• “Seller” means Coherent Systems (Coherent Systems.co.uk), a trading name of Musical Coherence Limited whose registered office is at 68 Nortoft Road, Chalfont St peter, Gerrards Cross, Buckinghamshire, SL9 0LD.

1. “Conditions” means the terms and conditions of sale for provision of Goods/Services set out in this document together with any additional special terms and conditions agreed in writing between the Buyer and Seller.
2. “Contract” means the Contract for the sale of Goods and/or provision of Services incorporating the Conditions and as agreed in writing between the Buyer and Seller.
3. Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as may be amended or re-enacted at the relevant time.
4. The headings in the Conditions are for reference purposes only and do not form part of these Conditions. They shall not affect the interpretation of these Conditions and are not deemed to be an indication of the clause to which they relate.
5. References to any person(s) shall include bodies’ corporate and unincorporated, associations, firms, partnerships and sole traders. Words denoting the singular shall include the plural and words denoting any gender shall include any other gender and references to clauses, sub-clauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to these conditions.
6. Basis of the sale of Goods and/or the provision of Service.
7. The Conditions shall apply to all Contracts for Goods/Services to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase or provision or confirmation of order or similar document.
8. Any estimate or quotation given by the Seller is an invitation to treat only and is valid for a period of 30 days only (unless previously withdrawn by the Seller). Any orders issued by the Buyer are subject to acceptance, in writing, by the Seller and a binding contract shall be formed upon the Seller’s acceptance the Buyers offer in writing.  Any Contract shall be governed by the Conditions to the exclusion of any other terms and conditions.
9. No variation to the Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Seller.
10. The Seller’s employees or agents are not authorised to make any changes or representations concerning the Goods/Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it has satisfied itself as to the nature and quality of the Goods/Services and is not relying upon, and waives any claim for breach of, any  representations made by the Seller and which representations are not so confirmed in the Contract.
11. Any unconfirmed and unwritten advice or recommendations given by the Seller and acted upon by the Buyer shall be entirely at the Buyer’s own risk, and, accordingly the Seller shall not be liable to the extent so obligated under the Contract for any such advice or recommendation which is not so confirmed in writing.
12. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or information issued by the Seller may be excepted and subject to correction without any liability on the part of the Seller.
13. Orders and Specifications
14. No order submitted by the Buyer to the Seller shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representatives.
15. The Buyer shall be responsible to the Seller for ensuring the accuracy of any order submitted by the Buyer, and for giving the Seller any additional information relating to the Goods or Service(s) necessary and within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
16. The quantity, quality and description of and any specifications for the Goods or Service(s) shall be those set out in the Sellers acceptance or if none the Sellers quotation.
17. The Seller reserves the right to make changes in the specification of the Goods or Services provided which are required to conform to any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
18. Cancellation of orders will incur a 10% of the order value as a handling charge.
19. Contract Price
20. The Contract price for the Goods or Service shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the Contract price shall be as listed on the Sellers invoice or published current price list at the date of the invoice. All prices are exclusive of VAT which shall be additional, due and payable by the Buyer at the rate ruling on the date of the Seller’s invoice, unless otherwise stated.
21. The Seller reserves the right, by giving notice to the Buyer, at any time before the delivery date of the Goods or Service(s) , to increase the Contract price of the Goods or Service(s) to reflect any increase in the cost to the Seller which is due to a factor beyond the control of the Seller (such as, without limitations, any foreign exchange fluctuation, currency regulations, alteration of duties, significant increase in the cost of labour, materials, venue or other costs of the third party supplier) any change in delivery or event dates, quantities or specification of the venue or Goods and Services which are requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instruction.
22. Delivery and Acceptance of the Goods/Service(s)
23. Delivery of the Goods/Service(s) shall normally be made to the agreed/statement address/venue on the delivery date notified by the Seller to the Buyer in writing upon Seller’s acceptance of the order. The Buyer shall make all arrangements necessary to ensure they are present on the agreed date to receive the Goods/Services.
24. The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods or Service(s) provided (or any of them) promptly or at all.
25. Notwithstanding that the Seller may have delayed or failed to deliver the Goods/Service(s) (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods/Service(s) in full provided that delivery shall be tendered at any time within one month of the agreed or subsequently agreed dates.
26. The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer and for Services, upon performance by the Seller. After acceptance the Buyer shall not be entitled to reject Good/Service(s) whether or not in accordance with the Contract.
27. Risk and Property
28. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or attendance by the Buyer at the agreed address for delivery of Services.
29. Notwithstanding that the Seller may have delayed or failed to deliver the Goods/Service(s) or any other provision of these Conditions, title to the property in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared fund payment in full of the price of the Goods/Service(s) and all other goods/Services agreed by the Seller to the Buyer for which payment is then due.
30. Until such time as title to the property in the Goods/Service(s) passes to the Buyer, the Buyer shall hold the Goods/Service(s) as the Sellers fiduciary agent and bailee, and shall keep the Goods/Service(s) separate from those of the Buyer and third parties and properly sorted/held, protected and insured and identified as the Sellers property. Until that time the Buyer shall be entitled to resell or use the Goods/Service(s) in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.  Until that time the Seller may revoke the Buyers right to resell or use the Goods.
31. Remedies of the Buyer
32. Where the Buyer accepts any Goods/Service(s) the Buyer shall have no further rights or claims whatever in respect of the supply to the Buyer of such Goods/Service(s) or the failure by the Seller to supply Goods/Service(s) which conform to the Contract.
33. Where the Buyer accepts or has been deemed to have accepted any Goods/Service(s) then the Seller shall have no liability or further obligations whatever to the Buyer in respect of those Goods/Service(s).
34. The Seller shall not be liable to the Buyer for the late delivery/change of date or temporary short delivery of the Goods/Service(s) .
35. The Seller’s liability to the Buyer, whether for any breach of Contract or otherwise, shall not in any event exceed the Contract price of the Goods/Service(s) and the Seller shall be under no liability for any direct loss, loss of actual or anticipated revenue or profit and/or expense or indirect or consequential loss and/or any expense or fees suffered by the Buyer or any liabilities to third parties incurred by the Buyer.
36. All warranties and conditions whether expressed or implied by statue or otherwise are excluded from this Contract provided that nothing in this Contract shall restrict or exclude Seller’s liability for death or personal injury caused by the negligence of the Seller or affect any statutory rights of the Buyer when the Buyer is not dealing as a business and is dealing as a consumer as may be defined under the relevant statute.
37. General
38. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision when the party is a consumer.
39. No waiver by the Seller or any breach or performance of the Contract by the Buyer shall be considered as a waiver of any subsequent breach or performance of the same or any other provision.
40. If any provision of the 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 Conditions and the remainder of the provision in question shall not be affected thereby.
41. Either party shall be excused the performance of their respective obligations under this Agreement where circumstances amount to “Force Majeure” occur for as long as such circumstances last and affect contractual performance as more particularly described in this clause.
42. For the purposes of these Conditions “Force Majeure” shall mean circumstances outside the control of the party seeking to rely on them. Such events may include (by the way of fire, terrorist activity, abnormal weather conditions,  failure of the public electricity supply, failure or delay on the part of any sub-contractors beyond its reasonable control, the unavailability of materials/services or venues and all such similar events).
43. The Buyer agrees to keep the commercial terms of the Contract confidential between the Buyer and Seller and not to disclose such terms to any third party. Further, Buyer shall not publish any information related to the Contract, the Goods, the Services or the Seller without the Seller’s prior written permission.
44. Nothing in these Conditions is intended to confer on any person any right to enforce any term of these conditions or the Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
45. The Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.