Termns & Conditions
Our Terms and Conditions of Business
Set4film supplies professional services to the corporate & television industry and is primarily a business-to-business provider. As such the following terms and conditions of business apply to all sales.
1.1 These general terms and conditions ("Terms and Conditions") apply to all offers, quotations and sales of goods and/or services by Set4film Productions to any purchaser or potential purchaser ("Buyer"). If Set4film and Buyer have entered into a separate written contract relating to the sales of service, or the provision of services, including without limitation a reseller or distributor agreement these Terms and Conditions shall additionally apply to purchases under the separate agreement to the extent they are not inconsistent with the terms of the separate agreement.
1.2 Any agreement between Set4film Productions and Buyer shall be binding only if and to the extent that an individual order is expressly accepted by Set4film Productions in writing. Set4film Productions shall have full discretion in accepting or rejecting any service.
1.3 Except as set forth in Condition 1.1 above, these Terms and Conditions shall be exclusive of and prevail over all other terms and conditions, written or oral, implied by trade custom or course of dealing, wherever appearing or however introduced (including those in catalogues specifications or any Buyer general terms and conditions, request for quotation, order or confirmation) unless expressly otherwise agreed by Set4film Productions in writing. All other terms or conditions are expressly rejected by Set4film Productions. Buyer agrees to be bound by these Terms and Conditions whether or not expressly so stated in any order, confirmation or otherwise. Each deviation from or modification of these Terms and Conditions requires the express written agreement of Set4film Productions in each instance. Modification or waiver of any provision in one instance shall not constitute modification or waiver in any other instance.
1.4 Buyer may not without Set4film Production's prior written consent assign all or any of its rights under any contract incorporating these conditions.
1.5 Any reference in these Terms and Conditions to Set4film Productions shall be taken to include all business divisions of Set4film Productions as the case may be.
No quotation of Set4film Productions shall constitute an offer.
3.1 Services are supplied in accordance with the standard specifications but Set4film Productions reserves the right to make such improvements and modifications in such specifications without prior notice as it or its suppliers consider desirable in the circumstances, without obligation to modify or change any goods previously delivered or to supply new goods in accordance with earlier specifications, unless Set4film Productions agrees otherwise in writing at the date of reservation of the goods.
3.2 If Set4film Productions or its suppliers wish to make any improvements or modifications to any services to be supplied to Buyer that would affect form, fit or function Set4film Productions shall not implement such improvement or modification without the prior agreement of Buyer.
3.3 If Buyer wishes to change the specification of any services to be supplied by Set4film Productions then Set4film Productions shall not be obliged to agree to such change. If Set4film Productions does agree to any proposed change requested by Buyer then Set4film Productions shall be entitled to adjust the price, delivery time accordingly.
3.4 All technical information and services given by Set4film Productions are given as accurately as possible but are not to be treated as binding or as forming part of any contract with Buyer unless specifically confirmed or agreed by Set4film Productions in writing.
Unless otherwise accepted by Set4film Productions in writing the price of the services shall be the relevant price in Set4film Productions current price lists at the date of reservation. Prices are subject to alteration by Set4film Productions at any time without prior notice. Set4film Productions shall notify Buyer of any alteration in price, whereupon Buyer may cancel the contract (without liability to Set4film Productions) by giving notice in writing to Set4film Productions within 7 days. Buyer shall bear the cost of any applicable sales, value added, excise, or similar tax in relation to the goods unless Buyer provides Set4film Productions with a tax exemption certificate or licence acceptable to the taxing authorities before delivery.
Unless otherwise agreed in writing, all payments by Buyer for the services shall be made to Set4film Productions in accordance with the "Credit and Settlement Terms" issued from time to time by Set4film Productions to Buyer. Without prejudice to Set4film Production's other rights and remedies including the right in any event to sue for the price whether or not the property in the services has been passed, interest at the rate specified in the "Credit and Settlement Terms" may be charged on the amount of any overdue account from the due date until the date of final settlement.
5.1 For approved account Buyers, full payment is due within one calendar month from the date of Set4film Production's invoice.
5.2 Value Added Tax is charged on UK and EU sales at the prevailing rate on the value of the invoice. VAT will not be charged to VAT registered non-UK EU companies who provide their VAT registration number at the point of sale.
5.3 Set4film Productions reserve the right to suspend deliveries if any prior invoice is outside the agreed terms, and will charge interest on overdue amounts from the due date until the date payment is received, both before and after any judgment, at a rate of 25% per month.
6. Property in Goods
6.1 Set4film Productions shall retain title to the goods until it has received payment in full of all sums due and/or owing in connection with the supply of all goods and services to Buyer at any time. For these purposes Set4film Productions has only received payment when irrevocably credited to its bank account.
6.2 If buyer fails to make any payment to Set4film Productions when due, enters into bankruptcy, liquidation or receivership or a composition with its creditors, has a receiver, administrator, or manager appointed over all or part of its assets, or becomes insolvent, or ceases to trade or if Set4film Productions has reasonable cause to believe that any of these events is likely to occur, Set4film Productions shall have the right, without prejudice to any other remedies;
6.3 to enter without prior notice any premises where goods are owned by Set4film Productions may be, and to repossess and dispose of any goods owned by Set4film Productions so as to discharge any sums owed to Set4film Productions by Buyer
6.4 to require Buyer not to resell or part with possession of any goods owned by Set4film Productions until Buyer has paid in full all sums owed by it to Set4film Productions.
6.5 to withhold delivery of any undelivered goods and stop any goods in transit. Unless Set4film Productions expressly elects otherwise any contract between Set4film Productions and Buyer for the supply of goods shall remain in existence notwithstanding any exercise by Set4film Productions of its rights under this clause.
Any Complaints against Set4film Productions must be made within one month of the date upon which Buyer became aware or ought to have become aware of the circumstances giving rise to the complaint. All complaints not so filed are waived.
8.1 Set4film Productions warrants that goods sold hereunder shall be free of defects in materials and workmanship and will conform to any agreed specification(s) at the time of delivery and for such period thereafter, if any, as notified by Set4film Productions to Buyer in writing. If Buyer alleges that the goods were defective at the time of delivery to Buyer, Buyer shall forthwith notify Set4film Productions in writing of the alleged defects and shall, at Set4film Productions verify the cause of defect. If the services are proved to have been defective at the time of delivery Set4film Productions undertakes to arrange for the repair or replacement of such defective goods free of charge.
8.2 The express warranty and undertaking above shall be the full extent of Set4film Productions liability in respect of the sale of supply of services. Accordingly, Set4film Productions disclaims all other liability for loss or damage howsoever caused arising out of the purchase, possession, sale or use by buyer of any goods or services provided and all other terms, conditions, and warranties express or implied whether statutory, arising out of trade usage or otherwise are hereby excluded. In no event shall Set4film Productions be liable for any special, incidental or consequential damages including, but not limited to the infringement of any intellectual property rights, delays, or inaccurate information or advice.
9. Confidential Information
9.1 Buyer shall not, without Set4film Productions written consent, disclose to any third party any secret or confidential information supplied by Set4film Productions to Buyer.
9.2 Buyer shall not copy or reproduce drawings, visual media, specifications, or other written material supplied by Set4film Productions in connection with the goods/services or any of the goods/services themselves or any part thereof.
10. Compliance with Law
Buyer expressly agrees that it will not export or permit export of any Set4film Productions goods, or use or permit the use of any Set4film Productions goods, other than in accordance with all applicable laws (including complying with and obtaining appropriate permits in accordance with all applicable export and custom laws).
11. Force Majeure
Set4film Productions shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any contract and shall not be liable for any loss or damage if its ability to perform its obligations under the contract is in any way adversely affected for any reason whatsoever not within Set4film Productions control, or by commercial unfeasibility including the failure by Set4film Productions suppliers to fulfil their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.
12. Buyer's Default
Should Buyer make default in any payment or otherwise be in breach of its obligations to Set4film Productions under these Terms and Conditions or compound with or execute an assignment for the benefit of it's creditors or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or suffer a receiver, administrator or manager to be appointed over all or part of its assets or take or suffer any similar action in consequence of debt, Set4film Productions may, without prejudice to any other rights, cancel any undelivered or uncompleted portion of the order and stop any goods in transit.
13. Cancellation of Orders and Contracts
13.1 No cancellation of any order or contract by Buyer shall be accepted by Set4film Productions unless:
i) The cancellation is received by Set4film Productions in writing; and
ii) Set4film Productions accepts the cancellation in writing and is paid by buyer (a) the sales value to Set4film Productions of that part of the goods or services completed and work done in connection with the order; (b) the sales value of any items or materials bought by Set4film Productions which cannot reasonably be used elsewhere by Set4film Productions and (c) any other costs and liabilities which Set4film Productions incurs by reason of Buyer's cancellation.
13.2 Any extra cost or liability incurred by Set4film Productions due to suspension of work or of deliveries or lack of or mistaken instructions from Buyer or to any interruptions or delays attributable to Buyer shall be added to the price of the goods and/or services and paid for by Buyer.
**Please note that Set4film Productions accept no liability for loss or damage that may occur to goods being shipped to us and therefore we recommend that Buyers undertake additional insurance with their chosen carrier as a precautionary measure. We can arrange collection return of goods; however the cost of this service will be borne by the customer.
No failure or delay by of Set4film Productions in exercising any of its rights under these Terms and Conditions shall operate as a waiver thereof nor shall any single defective or partial exercise thereof preclude any other or further exercise of that or any other right.
15. Proper Law
These Terms and Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in full force and effect in all other circumstances. If any provision is declared entirely void or unenforceable by a court of competent jurisdiction all other provisions of these Terms and Conditions shall remain in full force and effect.
For further details please call us on +44 079 4995 2451 or +353 086 455 8428.