1.1 “You” means the organisation or person who buys goods from Stamper Discs Ltd.
1.2 “We” or “us” means Stamper Discs Ltd, 85 Burton Street, Sheffield, S6 2HH.
1.3 “Conditions” means the terms and conditions of sale set out in this document;
1.4 “Stampers” means the goods that we supply to you, namely nickel stampers for vinyl record pressing
1.5 “Price” means the price set out in an Order Confirmation sent to you in advance of work commencing.
2.1 These conditions shall apply to all contracts for the sale of stampers by us to you, and over-ride any terms or conditions which you may seek to apply under any purchase order, or similar document.
2.2 All orders for stampers shall be confirmed back to you in the form of an Order Confirmation, setting out the details of the stampers to be supplied, the price, and the delivery address. Approval of this Order Confirmation will be deemed to be an offer by you to purchase stampers from us under these Conditions.
2.3 Any variation to these Conditions (including any special terms and conditions agreed between us) shall be inapplicable unless agreed in writing by us.
3. Price and Payment
3.1 Payment is strictly cash with order unless a credit account has been established with us in which case payment is due 14 days following the date of invoice.
3.2 We reserve the right to grant, refuse restrict, cancel or alter credit terms at our sole discretion at any time.
3.3 All import duties and customs charges are your responsibility.
3.4 You are responsible for all bank charges incurred while making payment.
3.5 If payment of the Price or any part thereof is not made by the due date, we shall be entitled to require payment in advance of delivery in relation to any stampers not previously delivered; or refuse to make delivery of any undelivered stampers whether ordered under the same Order Confirmation or not and without incurring any liability whatever to you for non-delivery or any delay in delivery.
4.1 Unless otherwise agreed in writing, delivery of the stampers shall take place at the address specified in the Order Confirmation which we send to you.
4.2 The date of delivery specified in the Order Confirmation is an estimate only. Time for delivery shall not be of the essence of any contract between us, and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and you shall have no right to damages or to cancel the order if we fail to meet any delivery date stated.
4.3 We may deliver the stampers specified on an Order Confirmation by instalments and where we do so, each delivery shall constitute a separate contract.
5.1 No claim for defect, damage or quality in stampers that we supply to you will be entertained unless written notice together with supporting evidence is received by us within 30 days of delivery.
6. Risk and Title
6.1 Risk of damage or loss of the stampers shall pass to you at the time of delivery to you, or a third party nominated by you.
6.2 Notwithstanding delivery and the passing of risk in the goods, ownership of the stampers shall not pass to you until the we have received payment in full.
7. Storage of material supplied and nickel parts
7.1 Where you have supplied in lacquers we will store them for 2 months from the date we shipped the stampers made from them. After this 2 month period, we will dispose of them, unless within this time you have written to us and asked us to return them to you.
7.2 Where you have supplied in DMM copper masters, or if we have made nickel fathers or mothers as part of the manufacturing process of your stampers, we will store these free of charge for 1 year. After this period, we will dispose of them, unless within this time you have written to us and asked us to return them to you, or continue to store them on your behalf.
8.1 Where a stamper is found to be defective within the 30 day acceptance period, we will replace the defective stamper free of charge subject to the following conditions;
8.1.1. you notifying us in writing immediately upon the defect becoming apparent;
8.1.2. the defects are not present in any lacquers, DMM copper masters, or outside metalwork supplied by you in connection with the contract
8.1.2. if you have supplied in masters in the form of Lacquers or DMM copper masters, we may require you to resupply these at your expense
8.1.3 if requested, you must return the Goods to be replaced, to us, at your expense
9. Limitation of Liability
9.1 Except in respect of death or personal injury caused by our negligence, we shall only be liable for any loss or damage suffered by you up to the value of the Price specified in the Order Confirmation.
9.2 For the avoidance of doubt we will not accept any claim for consequential or financial loss of any kind however caused
9.3 Where materials such as lacquers or DMM copper masters or outside metalwork are supplied by you in connection with an order, we shall be under no liability for imperfect stampers caused by defects in these materials.
10.1 You will indemnify us against all liabilities for infringement of third party Intellectual Property Rights and copyright arising from our compliance with your instructions to us to process materials supplied by you, and/or to supply stampers to you, or arising from your subsequent use of the stampers in any manner.
11. Force Majeure
We shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we shall be entitled to a reasonable extension of our obligations. If the delay persists for such time as we consider unreasonable, we may without liability on our part, terminate the contract or any part of it.
12. Relationship of Parties
Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties acting as the agent of the other.
13. Assignment and Sub-Contracting
The contract between us for the sale of goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, without the prior written consent of other party.
14. No set off
You may not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim which you may have or allege to have for any reason whatsoever.
15. Entire Agreement
These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.
16. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.