1.    Definitions

The following definitions shall apply in these terms and conditions:
"Company" means Vertical State Limited trading as “AudioZone”.
"Conditions" means these terms and conditions.
"Contract" means any contract between the Company and the Customer for the sale and purchase of any of the Supplies.
"Customer" means the person(s) or company whose Order for any of the Supplies is accepted by the Company.

"EULA" means end user licence agreement which the Customer is required to accept when purchasing AudioZone products.
"Goods" means any goods (including any Software) supplied or to be supplied by the Company to the Customer.
"Order" means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Company’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via telephone, fax, email or the Company’s online ordering facility. 
"Services" means any services supplied or to be supplied by the Company to the Customer.
"Supplies" means any Goods and/or Services.
"Tangible Goods" means any physical Goods supplied or to be supplied by the Company to the Customer.
"VAT" means United Kingdom value added tax or any similar sales tax imposed in any other jurisdiction.

2.    Business customers

The Company is a business to business supplier. The website and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.

The Company reserves the right to decline to trade with any company or person.

3.    Conditions

1.    All Orders are accepted by the Company subject to and in accordance with these Conditions. In addition, the Customer agrees to enter into and comply with the EULA which applies to any Software supplied by the Company. These Conditions and, in respect of any Software supplied, the terms and conditions of any applicable EULA, override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in these Conditions or any other document produced by the Customer.

4.    Delivery

1.    The Company will use all reasonable endeavours to despatch orders ordered before 2 pm Monday to Friday on the same day and all orders placed after such times the next working day, provided that the items ordered are in stock. Any delivery charge will be notified to the Customer at the time of the placing of the Order to which such charge applies.

2.    Delivery will be made to the address specified by the Customer.

3.    The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance.

4.    Time for delivery and/or performance will not be of the essence and the Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, the Company will use reasonable endeavours to inform the Customer

5.    Inspection, defects and non delivery

1.   The Customer must inspect any Goods as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out below, the Company shall not be liable for any defect in any of the Supplies unless written notice is given to the Company within 10 calendar days of the date of inspection.

2.    The quantity of any consignment of Tangible Goods, as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to the Company.

3.    The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 10 calendar days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to the terms below, the liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective will be limited to replacing the defective Goods or re-performing the defective Services within a reasonable time or to refunding the price paid in respect of such defective Goods and/or defective Services.

6.    Prices

1.    Prices for Supplies are in £ sterling and are exclusive of VAT.  The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an Order is accepted.

2.    All sums payable by the Customer in accordance with these Conditions are exclusive of VAT. Where any Supplies are provided by the Company to the Customer that are subject to VAT, the Customer shall pay an amount equal to such VAT (in addition to any other consideration payable by the Customer) to the Company and the Company shall (where required by applicable laws) issue an appropriate VAT invoice to the Customer.

7.    Returns

1.    The Company operates a 21 calendar day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 21 calendar days of despatch.

2.    Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns material authorisation number (‘RMA’).

3.    All Goods are returned at the Customer’s risk and expense and should be undamaged and in their original packaging (if applicable). The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.

4.    The Customer should return items to “Returns Department, Vertical State Ltd, 49 Sutherland Grove, London, SW18 5QP, United Kingdom” clearly quoting the returns material authorisation number (RMA), Customer’s account number and Order number on the outside of the package.

5.    Any Goods returned after 21 calendar days of despatch as ‘unwanted’ or ‘incorrectly ordered’ may be accepted at the discretion of the Company, but will be subject to a minimum restocking fee of 30% of the invoice value of the Goods or £10, whichever is the greater.

8.    Consumer contracts regulations

1.    If, notwithstanding the terms of Condition 2, the Customer demonstrates conclusively that he or she purchased Supplies as a consumer, as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer may, provided he or she has taken reasonable care of the Goods, return the Goods and be repaid the price paid in respect of them within 21 calendar days of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 21 calendar day period to “Returns Department, Vertical State Ltd, 49 Sutherland Grove, London, SW18 5QP, United Kingdom” clearly quoting the returns material authorisation number (RMA), Customer’s account number and Order number on the outside of the package.

2.    Goods should be returned within the return policy time period with proof of posting and with postage tracking enabled and the Customer is responsible for payment of all postage costs. In respect of certain products the Company may prefer to arrange collection itself and, if requested, the Customer will allow the Company to collect the Goods and will assist in the arrangements for the Goods’ collection. All reasonable costs of collection will be borne by the Customer. The Customer is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply with this Condition, the Company will refund to the Customer the price paid in respect of the Goods.

9.    Risk and ownership

1.    The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises;

2.    Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold such Goods on a fiduciary basis as the Company’s bailee.

10.  Warranty/Guarantee

1.    The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of components within the products. In addition the Company will, free of charge, repair or, at the Company’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:

1.    if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;

2.    because the Customer did not follow the Company’s instructions for storage, usage, installation or maintenance of the Goods;

3.    if the Customer has failed to notify the Company of any defect where the defect should have been reasonably apparent on reasonable inspection; or

4.    if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period.

2.    Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error.

3.    Any replacement Supplies provided or Goods repaired will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.

11.  Exclusion of Liability

1.    The Company does not exclude its liability to the Customer:

        a.    for breach of the Company’s obligations under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

        b.    for personal injury or death arising as a result of the Company’s negligence;

        c.    under section 2(3) of the Consumer Protection Act 1987;

        d.    for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or

        e.    for fraud or fraudulent misrepresentation.

2.    Except as provided above, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:

        a.    any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of the Company’s employees, agents or sub-contractors;

        b.    any breach by the Company of any of the express or implied terms of the Contract;

        c.    any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;

        d.    any acts or omissions of the Company at the Customer’s premises;

        e.    any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or

        f.    otherwise under the Contract.

3.    The Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.

4.    Save as set out in in these terms the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies. Each of the Company’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in these terms in that person’s own name and for that person’s own benefit.

12.  Intellectual property rights

1.    The Supplies offered by AudioZone may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies in the Customer’s ordinary course of business (subject to the Customer at all times complying with the terms and conditions of any applicable EULA in respect of any Software supplied by the Company to the Customer).

2.    The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.

13.  Use of Personal Data

The Company processes personal data in accordance with the applicable personal data laws, the terms of its privacy policy and the consents it has received from each personal data owner. The Company’s privacy policy outlines how and the purposes for which the Company manages, collects, use and transfers personal data.

14.  Force majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under a Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

15.  Recording of telephone calls

The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to or from its premises for training, security and quality purposes.

16.  Legal construction

All Contracts and non-contractual disputes shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.

17.  General

1.    Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.

2.    Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.

3.    The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any of its holding companies, its subsidiaries, or the subsidiaries of any of its holding companies (“holding company” and “subsidiary” being as defined in section 1159 of the Companies Act 2006) at any time.

4.    Except as set out above, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.