1.1. Save in respect of a sale to a party who is not a consumer, as defined in the Unfair Terms in Consumer Contracts Regulations 1994, these conditions of sale shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

1.12 In these conditions

BUYER means the person who accepts the quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

GOODS means the Goods (including any instalment of the Goods or any parts of them) which the Seller is to supply in accordance with these conditions.

SELLER means www.desgreymusic.co.uk.

CONDITIONS means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

CONTRACT means the contract for the purchase and sale of the goods.

WRITING includes telex, cable, facsimile transmission and comparable means of communication.

1.13 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.14 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 BASIS OF SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods described overleaf, subject to these conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Seller and the Buyer.

2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim in breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer' s own risk and according to the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller, shall be subject to correction without any liability on the part of the Seller.

3 ORDER AND SPECIFICATIONS

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller' s quotation (if accepted by the Buyer) or the Buyer' s order (if accepted by the Seller)

3.3 The Seller reserves the right to make any changes in the Specification of the Goods which are required to conform with any applicable safety or other statutory requirement or, where the Goods are to be supplied to the Seller' s specification, which do not materially affect their quality or performance.

3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller in full against the loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.

4 PRICE OF THE GOODS

4.1 The Price of the Goods shall be the Seller' s price specified overleaf. All prices quoted are valid of 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 All prices quoted by the seller are inclusive of VAT which is collected and paid by the seller on the buyer's behalf.

5 TERMS OF PAYMENT

5.1 The Seller shall be entitled to payment on or before delivery, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

6 DELIVERY

6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.2 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller' s reasonable control of the Buyer' s fault, and the Seller is accordingly liable to the Buyer, the Seller' s liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.3 If the Buyer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Buyer' s reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.4.1 Store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage; or

6.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable selling and selling expenses) account to the Buyer for the access over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7 RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer

7.1.1 In the case of the Goods to be delivered at the Seller' s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2 In the case of the Goods to be delivered otherwise than the Seller' s premises, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller' s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller' s property. Until that time, the Buyer shall be entitled to resell or use the Goods 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 or third parties and, in case of tangible proceeds, properly stored, protected and insured.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do forthwith, to enter upon any premises of the Buyer or third party where the Goods are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8 WARRANTIES

8.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 3 months from the date of their initial use or 3 months from delivery, whichever is the first to expire.

8.2 The above warranty is given by the Seller subject to the following conditions:

8.2.1 The Seller shall be in no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

8.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller' s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller' s approval;

8.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has been paid by the due date for the payment

8.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller

8.3 Subject as expressly provided by the Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods of their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller' s sole discretion, refund to the Buyer the price of the Goods (or the proportionate part of the price) but the Seller shall have no further liability to the Buyer.

8.6 Except in respect of death or personal injury caused by the Seller' s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods of their use or resale by the Buyer, except as expressly provided in these Conditions.

8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller' s obligations in relation to the Goods, if the delay of failure was due to any cause beyond the Seller' s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as cause beyond the Seller' s reasonable control:

8.7.1 Act of God, explosion, flood, tempest, fire or accident;

8.7.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.7.4 Import or export regulations or embargoes;

8.7.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller of a third party);

8.7.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.7.7 Power failure or breakdown in machinery

9 INDEMNITY

9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

9.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3 Except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld)

9.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

9.1.6 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require top mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10 INSOLVENCY OF BUYER

10.1 This clause applies if:

10.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2 An encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or

10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or

10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11 GENERAL

11.1 Any notice required or permitted to be give by either party or to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principle place of business or such other addresses as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision

11.3 If any provision of these 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

11.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society.

11.5 The Contract shall be governed by the Laws of England.

11.6 The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract.

12 RETURN OF ITEMS

If you wish to return an item to us, whether it's defective or not, simply forward your purchase order confirmation email to sustomerservice@desgreymusic.co.uk within 7 working days. This time begins the day after you received your goods. Unless it is defective, the item must be in its unused, in its original condition, and with its original packaging so that we are able to resell it. (*See below for exceptions).

We will then send you a returns confirmation email, and ask you to return the item, in its original condition and packaging, We advise using a recorded system for proof of delivery.

Please also send a copy of your returns confirmation email and we will gladly exchange the product or provide a full refund. All refunds will be completed within 7 days of our receipt of the goods.

www.desgreymusic.co.uk reserve the right to refuse a return if either the item is not in its original and resalable condition, or if a valid returns confirmation email is not produced. Should the goods not be in their original condition we will return them to the original shipping destination at a standard charge of £25. This does not affect your statutory rights as a consumer.

If a defective product is returned within 30 days we will replace it with a brand new one or provide a full refund. Simply forward your purchase order confirmation email to customerservice@desgreymusic.co.uk stating the defect. On receiving our returns confirmation email, please send the item, in its original condition, along with a copy of the returns confirmation email. We will arrange the most appropriate method of collecting the goods, and contact you to confirm the details.

Should any goods returned as defective prove not to be so, we will despatch them back to the original shipping destination and a standard charge of £25 will apply. This does not affect your statutory rights as a consumer.

*Unfortunately there are some products which unless defective, we are unable to replace or refund. This mainly covers items which could have been used prior to being returned and are not therefore resalable. This does not affect your statutory rights as a consumer.

These items include:
Software, sample CDs, batteries and blank media such as CDs, MiniDiscs etc if unsealed from original packaging.
Any product which shows obvious signs of wear and usage.
Harmonicas, wind or brass instruments or accessories, mouthpieces, recorders, reeds, microphones or any other items which may carry a health risk if resold.
Percussion instruments and accessories, batteries, guitars strings which have been unsealed and used

If you follow the terms under this section we will contact you with a returns address.

SPECIAL ORDER CONDITIONS

We are pleased to accept your order as set out overleaf and acknowledge your deposit as detailed. In view of the fact that we must order this product specially, We regret that cancellation of your order will not be possible, unless paragraph 5 (price increases) applies.

We will contact you when the goods are ready for collection, to request payment of the balance of the price, and to arrange for collection or delivery once payment of the balance has been received. Estimated delivery is not a guarantee.

We would expect you to collect the goods within a reasonable time, and if you cannot collect within one month of the day when the goods are ready, we reserve the right to charge a reasonable storage fee to cover the period from the end of that month until collection actually takes place.

If the rate of value added tax increases between the date of your order and the date of collection we will add the necessary additional amount of value added tax to the price of the goods. If the price of the goods increases for any other reason between the date of your order and the date of collection we will notify you of this, and give you the choice of accepting the price increase or cancelling the order in which case your deposit will refunded in full.

All our goods are guaranteed for the manufacturers given warranty period against defective materials and workmanship. In the event of any such defect please return the goods to us in their original packaging, together with proof and date of purchase, and, at our choice, we may repair and return them to you, send new goods to you as a replacement or refund you their purchase price.

Goods, which have become defective for any other reason, such as accidental damage or failure to use in accordance with the operation manual, are not covered by this guarantee. If you return such goods to us, we will notify you of this, and we will according to your choice, either return the goods or repair them for you if possible, but in each case at your expense.

In the case of a sale to a person who is a non consumer, as defined in the Unfair Terms in Consumer Contracts Regulations 1994, the Des Grey Music Conditions of Sale shall apply, except where there is any conflict between the Special Order Conditions and the said Conditions of Sale, in which case the Special Order Conditions shall prevail.

This agreement is in addition to, and does not affect, your statutory rights.