Medialogy is UK’s leading systems integrator for broadcast, cloud and expert audio aesthetic.
In these terms and conditions, the following terms shall have the following meanings:
“MEDIALOGY”, “we”, “us”, “our” etc. Medialogy Engineer’s LIMITED
A company registered in England and Wales under no. 09931905
Registered office and trading address:
Level 2, Building 5, Harbour Exchange Square, London, E14 9GE
Telephone 020 3371 1924
“Buyer”, “you”, “your” etc. A purchaser or potential purchaser of goods and/or services from MEDIALOGY
MEDIALOGY supplies professional equipment and services to the television industry and is primarily a business-to-business supplier.
The following terms and conditions apply to all sales.
Please note that if you are dealing as a consumer, the additional provisions set out in Condition 22 below also apply to the sale.
1.1 These terms and conditions (“Terms and Conditions”) apply to all offers, quotations and sales of goods and/or services by MEDIALOGY to any Buyer. If MEDIALOGY and Buyer have entered a separate written contract relating to the sales of products, or the provision of services, including without limitation a reseller or distributor agreement (but not, for the avoidance of doubt, any Buyer terms, and conditions), these Terms and Conditions shall additionally apply to purchases under the separate agreement to the extent they are not inconsistent with the terms of that separate agreement.
1.2 Any agreement between MEDIALOGY and Buyer shall be binding only if and to the extent that an individual order is expressly accepted by MEDIALOGY in writing. MEDIALOGY shall have full discretion in accepting or rejecting any order.
1.3 Except as set forth in Condition 1.1above, 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 terms and conditions, request for quotation, order, or confirmation) unless expressly otherwise agreed by MEDIALOGY in writing. All other terms or conditions are expressly rejected by MEDIALOGY. Buyer agrees to be bound by these Terms and Conditions whether 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 MEDIALOGY 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 MEDIALOGY’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 MEDIALOGY shall be taken to include all members of MEDIALOGY’s group (meaning MEDIALOGY, any subsidiary or holding undertaking from time to time of MEDIALOGY, and any subsidiary undertaking from time to time of a holding undertaking of that MEDIALOGY, as such expressions are defined in section 1162 of the Companies Act 2006).
No quotation given by MEDIALOGY either verbally or in writing shall constitute an offer.
3.1 Goods are supplied in accordance with the relevant manufacturer’s standard specifications but MEDIALOGY reserves the right for it and/or manufacturers to make such improvements and modifications in such specifications without prior notice as it and/or they consider(s) desirable in the circumstances and without any further liability to Buyer, without obligation to modify or change any goods previously delivered or to supply new goods in accordance with earlier specifications, unless MEDIALOGY agrees otherwise in writing and subject always to Buyer paying any additional charges that may be payable therefore.
3.2 If MEDIALOGY or its suppliers wish to make any improvements or modifications to any goods to be supplied to Buyer that would affect form, fit or function, MEDIALOGY shall not implement such improvement or modification without the prior agreement of Buyer.
3.3 If Buyer wishes to change the specification of any goods to be supplied by MEDIALOGY then MEDIALOGY shall not be obliged to agree to such change. If MEDIALOGY does agree to any proposed change requested by Buyer then MEDIALOGY shall be entitled to adjust the price, delivery, and warranty accordingly.
3.4 All technical information and particulars of goods and performance given by MEDIALOGY 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 MEDIALOGY in writing.
The specification for packaging the goods shall be entirely at the discretion of MEDIALOGY who shall have the right to pack all goods in such manner, with such materials, and in such quantities as MEDIALOGY thinks fit, and who shall not be obliged to comply with any packaging instructions or requests from Buyer. The cost of special packaging, if agreed or deemed necessary by MEDIALOGY, shall be an additional charge.
5.1 Unless otherwise accepted by MEDIALOGY in writing the price of the goods shall be the relevant price in MEDIALOGY’s current price lists at the date of purchase or pre-order (in the case of the latter, with a confirmed purchase order or deposit) (whichever is the sooner), subject always to Conditions 5.2 and 5.3.
5.2 Prices are subject to alteration by MEDIALOGY at any time. MEDIALOGY shall notify Buyer of any alteration in price, whereupon Buyer may cancel the contract (without liability to MEDIALOGY) by giving notice in writing to MEDIALOGY within 7 days.
5.3 In the case of pre-ordered goods that are purchased by MEDIALOGY in a currency other than pounds sterling (GBP), final pricing is subject to fluctuation in foreign exchange rates and will be agreed between MEDIALOGY and Buyer before completion of the sale. Once pricing has been agreed and MEDIALOGY has ordered the goods, Buyer may only cancel its order in accordance with Condition 17.
5.4 Buyer shall bear the cost of any applicable sales, value added, excise, or similar tax in relation to the goods unless Buyer provides MEDIALOGY with a tax exemption certificate or licence acceptable to the taxing authorities before shipment. Prices are exclusive of VAT and other taxes, and ex-works (see below).
In the case of pre-orders where a manufacturer RRP isn’t available at the time of order, MEDIALOGY will communicate final pricing to Buyer at the earliest possible opportunity. Buyer may cancel a pre-order provided it does so in accordance with Condition 17.
7.1 All orders are subject to the cost of packing and carriage to Buyer’s nominated address in mainland United Kingdom by MEDIALOGY’s standard method of transportation. Any requests from Buyer for delivery outside mainland United Kingdom or other than by MEDIALOGY’s normal method of transportation are subject to MEDIALOGY’s prior agreement and shall entitle MEDIALOGY to adjust the price and delivery terms accordingly. Whilst MEDIALOGY will use reasonable endeavours to keep to any agreed delivery date, it accepts no liability whatsoever for any loss or damage resulting from delay however caused nor shall late delivery or non-delivery be a basis for cancellation of any order by Buyer. MEDIALOGY may make part deliveries. No partial delivery shall affect Buyer’s obligation to pay for any other part of the order.
7.2 The Goods shall be at your risk from the time of delivery. You (and/or any person taking possession of the Goods on your behalf) shall be responsible to inspect the conditions and quantity of the Goods, upon collection/delivery. Goods shall be signed for on receipt. The acceptance of the Goods at the delivery point shall be deemed to be a confirmation of the condition of the Goods and of your acceptance of the Goods at such condition. Any alleged discrepancy in delivery must be notified to MEDIALOGY in writing within 24 hours of receipt of the goods. If Buyer fails to bring any such discrepancy to the attention of MEDIALOGY in writing within such period, Buyer’s rights in respect thereof shall be deemed to have been waived.
8.1 For approved account Buyers, full payment is due within one calendar month from the date of MEDIALOGY’s invoice.
8.2 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.
8.3 MEDIALOGY 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 2% per month.
8.4 MEDIALOGY reserve the right to make limited goods such as used goods or special orders available to other Buyers when the goods have originally been allocated to a finance application that has been on referral for more than 7 days. If a finance application goes on referral it is because the finance company requires more information from the Buyer and it is the Buyers responsibility to ensure that it is resolved quickly.
The risk of loss or damage to the goods shall pass to Buyer upon delivery of the goods at Buyer’s authorised trading premises or designated delivery address specified in the order by Buyer or to a carrier on Buyer’s behalf (whichever is sooner) whereupon Buyer shall be responsible for obtaining and paying for appropriate insurance. Buyer accepts that in signing for/accepting delivery of goods from MEDIALOGY that they have checked that all items ordered are present and correct. MEDIALOGY shall have no liability for presence and/or condition of goods once Buyer (or Buyer’s representative) has received/signed for delivery. In instances where deliveries are made to specified ‘safe places’ or ‘nominated neighbours’ specified by the buyer in their account with a delivery company/courier the buyer is deemed to have set out the way in which they are happy to have the goods delivered and the delivery is deemed to have been received/completed.
10 Property in Goods
10.1 MEDIALOGY 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 MEDIALOGY has only received payment when irrevocably credited to its bank account.
10.2 If any goods owned by MEDIALOGY are attached to, mixed with, or incorporated into other goods not owned by MEDIALOGY, and are not identifiable or separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in MEDIALOGY and shall be retained by MEDIALOGY for as long as and on the same terms on which it would have retained title to the goods in question.
10.3 Buyer shall store goods owned by MEDIALOGY in such a way that they are clearly identifiable as MEDIALOGY’s property, shall maintain records of such goods identifying them as MEDIALOGY’s property, of the persons to whom it sells or disposes of such goods and of the payment made by such person for such goods. It will allow MEDIALOGY to inspect these records and the goods themselves on request. All goods supplied by MEDIALOGY in Buyer’s possession shall be presumed to belong to MEDIALOGY (unless Buyer can prove otherwise).
10.4 MEDIALOGY shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of goods owned by MEDIALOGY immediately prior to their sale. Such proceeds shall be held by Buyer on trust for MEDIALOGY.
10.5 If Buyer fails to make any payment to MEDIALOGY 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; becomes insolvent; ceases to trade; or if MEDIALOGY has reasonable cause to believe that any of these events is likely to occur, MEDIALOGY shall have the right, without prejudice to any other remedies:
10.5.1 to enter without prior notice any premises where goods owned by MEDIALOGY may be, and to repossess and dispose of any goods owned by MEDIALOGY so as to discharge any sums owed to MEDIALOGY by Buyer; and
10.5.2 to require Buyer not to resell or part with possession of any goods owned by MEDIALOGY until Buyer has paid in full all sums owed by it to MEDIALOGY; and
10.5.3 to withhold delivery of any undelivered goods and stop any goods in transit. Unless MEDIALOGY expressly elects otherwise any contract between MEDIALOGY and Buyer for the supply of goods shall remain in existence notwithstanding any exercise by MEDIALOGY of its rights under this Condition.
Any Complaints against MEDIALOGY (other than those referred to in Condition 6) 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.
12 Warranty and Limitations of Liability
12.1 CONDITIONS APPLICABLE TO ALL GOODS AND SERVICES
Conditions 12.2 to 12.6 (inclusive) apply to all goods sold or supplied and all services provided by MEDIALOGY. Additional Conditions are applicable to the sale by MEDIALOGY of ex-demo, reconditioned and/or used stock (see Condition 12.7 below).
12.2 MEDIALOGY warrants those 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 MEDIALOGY to Buyer in writing. If Buyer alleges that the goods were defective at the time of delivery to Buyer, Buyer shall forthwith notify MEDIALOGY in writing of the alleged defects and shall, at MEDIALOGY’s option, return the goods and packing at its own expense to MEDIALOGY or, or where so directed, hold the goods and packing for inspection by MEDIALOGY. If the goods are proved to have been defective at the time of delivery MEDIALOGY undertakes to arrange for the repair or replacement of such defective goods free of charge.
12.3 This Condition 12 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of:
12.3.1 any breach of these Terms and Conditions however arising;
12.3.2 any use made or resale of the products or services by Buyer; and
12.3.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
12.4 Nothing in these Terms and Conditions shall limit or exclude the liability of either party for;
12.4.1 death or personal injury resulting from negligence; or
12.4.2 fraud or fraudulent misrepresentation; or
12.4.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
12.4.4 breach of section 2 of the Consumer Protection Act 1987.
12.5 Without prejudice to Condition 12.4, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
12.5.1 loss of profit; or
12.5.2 loss of goodwill; or
12.5.3 loss of business; or
12.5.4 loss of business opportunity; or
12.5.5 loss of anticipated saving; or
12.5.6 loss or corruption of data or information; or
12.5.7 special, indirect or consequential damage
suffered by the other party that arises under or in connection with these Terms and Conditions.
12.6 Without prejudice to Conditions 12.4 or 12.5, MEDIALOGY’s total liability arising under or in connection with these Terms and Conditions, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total value (excluding VAT and delivery) of the goods or services being purchased by Buyer.
12.7 CONDITIONS APPLICABLE TO EX-DEMO, RECONDITIONED AND USED STOCK
MEDIALOGY 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 90 days thereafter. Please note that image processing blocks (including CCD and CMOS variants), magnetic head assemblies and batteries (unless otherwise specified) are excluded from this warranty to the fullest extent permitted by law, and MEDIALOGY shall have no liability in respect thereof.
13 Confidential Information
13.1 Buyer shall not, without MEDIALOGY’s written consent, disclose to any third party any secret or confidential information supplied by MEDIALOGY to Buyer. For the purposes of this Condition 13, any quotation, render, offer or similar document and all contents thereof and all items referred to therein shall be deemed to be confidential.
13.2 Buyer shall not copy or reproduce drawings, specifications, or other written material supplied by MEDIALOGY in connection with the goods or any of the goods themselves or any part thereof.
13.3 Buyer shall indemnify MEDIALOGY against any and all costs, claims, expenses, demands, losses or liabilities, which MEDIALOGY may suffer or incur as a result, whether direct or indirect of any breach of this Condition 13.
14 Compliance with Laws
Buyer expressly agrees that it will not export or permit export of any MEDIALOGY goods, or use or permit the use of any MEDIALOGY 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).
15 Force Majeure
MEDIALOGY 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 MEDIALOGY’s control, or by commercial unfeasibility including the failure by MEDIALOGY’s suppliers to fulfil their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.
16 Buyer’s Default
Should Buyer make default in any payment or otherwise be in breach of its obligations to MEDIALOGY under these Terms and Conditions or compound with or execute an assignment for the benefit of its 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, MEDIALOGY may, without prejudice to any other rights, cancel any undelivered or uncompleted portion of the order and stop any goods in transit.
17 Cancellation of Orders
17.1 No cancellation of any order by Buyer shall be accepted by MEDIALOGY unless:
17.1.1 the cancellation is received by MEDIALOGY in writing; and
17.1.2 MEDIALOGY accepts the cancellation in writing and is paid by Buyer (a) the sales value to MEDIALOGY of that part of the goods completed and work done in connection with the order; (b) the sales value of any items or materials bought by MEDIALOGY which cannot reasonably be used elsewhere by MEDIALOGY and (c) any other costs and liabilities which MEDIALOGY incurs by reason of Buyer’s cancellation.
17.2 Any extra cost or liability incurred by MEDIALOGY 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.
17.3 Goods supplied in accordance with Buyer’s order cannot be accepted for return without the advanced written consent of MEDIALOGY. This must be obtained by contacting us by telephone or e-mail and is subject to the following conditions:
17.3.1 You have changed your mind and wish to cancel the order and return the goods in their original unopened and undamaged packaging within 14 days of the date of our invoice. In this case, a handling charge/re-stocking fee of 25% will be applicable. Shipping charges are not refundable. Both the 25% and our original shipping charges will be deducted from the total refund. The Buyer is responsible for returning the goods to MEDIALOGY** and any refund will not be given until the goods have been checked by MEDIALOGY on receipt.
17.3.2 If you believe your goods to be faulty and you wish to return them complete, undamaged and with their original packaging for a full refund this must be done within 14 days of the date of our invoice. Buyer is responsible for returning the goods to MEDIALOGY**. A refund will not be given until the goods are confirmed to be faulty by a MEDIALOGY technician. Additionally, MEDIALOGY will confirm that the goods are complete and in their original and undamaged packaging. In all cases, MEDIALOGY will do their utmost to complete the checks within 1 working day of receipt of the goods at MEDIALOGY premises.
17.3.3 You believe your goods to be faulty and wish to return them for repair/replacement under the manufacturer’s warranty. Buyer is responsible for returning the goods to MEDIALOGY**. Once the goods have been received, a MEDIALOGY technician will confirm the fault and where the goods are confirmed to be faulty, a repaired or replacement product (in accordance with the manufacturer’s warranty conditions) will be sent to the customer by courier service. We reserve the right to charge for the shipping charges incurred during the return of the goods to the customer. If the goods are not found to be faulty, all return delivery charges will be the responsibility of the customer.
17.4 If such consent is given a re-stocking charge of 25% will be made. Returned goods must be unused, undamaged and complete with all original and undamaged packaging and then packed in an additional outer box or covering to ensure that the product and its original packaging are returned without damage. Returned goods must be of current design and must be sent carriage paid and at Buyer’s risk. Computer software and hardware / software bundles are not eligible for return unless they remain sealed in their original packaging. MEDIALOGY are unable to authorise the return of special order and non-stock items.
** Please note that MEDIALOGY 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 you.
18.1 All Software products supplied by MEDIALOGY (whether embedded in ROMs or other hardware or contained on disks or other media) including all related manuals and documentation (collectively “Software”) are proprietary to their respective manufacturers and are copyrighted with all rights reserved.
18.2 All Software received by Buyer is delivered subject to the terms of the related license agreement as provided by the relevant software manufacturer.
18.3 MEDIALOGY does not warrant that functions contained in the Software shall meet Buyer’s requirements. MEDIALOGY makes no warranty for the performance or suitability of any supplied software.
18.4 Software cannot be returned for refund or replacement.
18.5 Buyer acknowledges that it shall have no rights in the Software or any trade mark, trade name, or service mark used in association with the Software.
18.6 In all cases, whether or not expressly contained in the related license, Buyer agrees not to (i) disassemble, decompile, reverse engineer, merge or combine with other software, copy, translate, adapt, vary or modify any Software (in whole or in part), (ii) communicate or disclose any Software (in whole or in part) to any third party, or (iii) distribute any Software (in whole or in part) in any form except as expressly permitted by applicable law.
18.7 Save as provided in this Condition 19, no warranty of any type is deemed implied and is expressly excluded, and in no case shall MEDIALOGY be deemed responsible for indirect damages or other damages suffered by Buyer as a result of the acts or omissions of MEDIALOGY.
19.1 All amounts due under these Terms and Conditions shall be paid by Buyer to MEDIALOGY in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
19.2 The agreement between Buyer and MEDIALOGY is personal to the parties and Buyer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations thereunder without the prior written consent of MEDIALOGY.
19.3 These Terms and Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter hereof. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
19.4 No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.5 No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.6 Except as expressly provided herein, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
19.7 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition 19.7 shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.8 Where Buyer is more than one person (whether natural, body corporate or otherwise), each such person shall be jointly and severally liable for their obligations under these Terms and Conditions.
19.9 Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.10 Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
19.11 Any notice shall be deemed to have been received:
19.11.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
19.11.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
19.12 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
19.13 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).
19.14 If any dispute arises in connection with these Terms and Conditions, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR. No party may commence any arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
19.15 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Condition.
19.15.1 The number of arbitrators shall be one.
19.15.2 The seat, or legal place, of arbitration shall be Birmingham.
19.15.3 The language to be used in the arbitral proceedings shall be English.
19.15.4 The governing law of the contract shall be the substantive law of England & Wales.
20 Additional terms and conditions for price match
20.1 Prior to the point of sale MEDIALOGY will endeavour to match the price on most products subject (but not limited) to the following criteria:
20.1.1 The competitor must be UK based and an officially appointed dealer for the manufacturer of the goods in question.
20.1.2 The competitor must have the goods in stock and available for purchase.
20.1.3 The competitor’s price is verified in writing on our request.
20.1.4 The goods and level of after sales support on offer must be identical (model number must be identical with identical warranty).
20.1.5 We do not price-match eBay or Amazon sellers.
21 Additional terms and conditions for sale of spare parts
21.1 All spare parts purchased from Medialogy Engineers will carry a 90 day warranty.
21.2 Return of unwanted spare parts without completion of our RMA (Returned Materials Authorisation) form and issuance of an official RMA number is not accepted. Please therefore contact the MEDIALOGY service department on + 44 20 3371 1924 to be sent an RMA form and RMA number before you return any goods to us.
21.3 MEDIALOGY accepts no responsibility for shipping costs associated with the return of spare parts.
21.4 Individual parts with a value in excess of £350+VAT each that have been ordered in error may be returned for credit within 10 days of purchase provided they are returned unused and in their original and unopened packaging.
21.5 Any non-faulty part below £350+VAT is not eligible for return.
21.6 An administration charge of 20% of the invoice price will be applied to all returns of goods correctly supplied.
22 Additional terms and conditions for sale to ‘Consumers’
22.1 Whilst MEDIALOGY is primarily a business-to-business supplier and as such contracts for the sale of goods outside the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, we recognise that in some instances consumers will purchase goods from us. In these circumstances, the following additional provisions take effect and are effectively incorporated into these Terms and Conditions.
22.2 Cancelling goods
22.3 With prior consent you can cancel your order in writing within 30 days of receipt. If your order consists of multiple goods, the 30 days runs from when you get the last of the batch. Please ask us for a copy of our cancellation form.
22.4 If you believe your goods to be faulty and you wish to return them complete, undamaged and with their original packaging for a full refund this must be done within 30 days of the date of our invoice. Buyer is responsible for returning the goods to MEDIALOGY**. A refund will not be given until the goods are confirmed to be faulty by a MEDIALOGY technician. Additionally, MEDIALOGY will confirm that the goods are complete and in their original and undamaged packaging. In all cases, MEDIALOGY will do their utmost to complete the checks within 1 working day of receipt of the goods at MEDIALOGY premises.
22.5 Please also note that goods must be returned to us within 14 days of cancellation by you.
22.6 MEDIALOGY will provide a refund within 14 days of receiving the goods back. MEDIALOGY will make a deduction from the amount refunded if the value of the goods has been reduced as a result of you/your representatives handling the goods more than was necessary.
22.7 MEDIALOGY will refund basic delivery charges (if paid by the consumer customer), the cost of returning the item(s) to MEDIALOGY will be met by the customer (e.g. MEDIALOGY will NOT be liable to refund the customer for return of items).
22.8 We may have to cancel an order before the goods are delivered, due to an event outside our control or the unavailability of stock. If this happens:
22.8.1 we will promptly contact you to let you know; and
22.8.2 if you have made any payment in advance for goods that have not been delivered to you, we will refund these amounts to you.
22.9 The product guarantees described above are in addition to, and do not affect, your legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
** Please note that MEDIALOGY 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 you.
23 Personal data
23.8 We will use the personal information you provide to us to:
23.8.1 provide the goods and/or services ordered;
23.8.2 process your payment for such goods and/or services; and
23.8.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
23.9 You agree that we may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
23.10 We will not give your personal data to any other third party.
23.11 Our website may also use a website recording service which may record mouse clicks, mouse movements, page scrolling and any text keyed into website forms. Data collected by this service is used to improve our website usability. The information collected is stored and is used for aggregated and statistical reporting, and is not shared with anybody else.
24 MEDIALOGY Rewards Loyalty Scheme
The MEDIALOGY Loyalty Scheme is promoted and operated by Medialogy Engineers and is a separate arrangement to the matters referred to in, and is provided outside of, the standard terms and conditions of working with MEDIALOGY. Medialogy Engineers does not participate in any provision of credit or banking and is solely responsible for the MEDIALOGY Loyalty Scheme.
TERMS AND CONDITIONS
These are the terms and conditions which apply to your membership of the Medialogy Engineers (MEDIALOGY) Loyalty Scheme (‘the Scheme’) and the allocation of MEDIALOGY points on purchases made online with us and against Kits created. ‘Account’ means an online account with MEDIALOGY.
The Scheme enables you to earn MEDIALOGY points when paying for goods or services bought online only. The scheme does not reward points against the purchase of goods or service made over the telephone, in person or ‘offline’ in any other capacity. The overall price paid remains the same whether you participate in the Scheme or not.
24.1. The Scheme is promoted by MEDIALOGY (‘we’) and is available to all persons who create an online account and complete a qualifying transaction and/or who create kits which qualify for rewards and/or points.
24.2. Membership of the Scheme is entirely at our discretion, and accordingly, we reserve the right to refuse any applications.
24.3. MEDIALOGY points will be allocated at the following rate:
a. Qualifying online retail purchases (excludes express payments), Account holders will earn one point for each full £1 spent.
b. For creating qualifying Kits, account holders will earn 10 points
c. Qualifying customer/third party spend against a unique kit created by an account holder will earn points at the rate of 1 point(s) for every 1 £GBP spend in purchasing that specific kit in its entirety .
d. We reserve the right to vary the points available, and the rate at which points will be allocated, from time to time or to cease to offer points.
e. MEDIALOGY points are awarded 30 days in arrears of the transaction being completed and settled in full. No points will be awarded in the event that a transaction is refunded, cancelled, voided, credited or in dispute.
f. Points are currently valid for a period of 12 months from the date they are issued. We reserve the right to remove any points which are inactive for 12 months. Expired points cannot be transferred, redeemed or reinstated.
g. Points can only be allocated for qualifying orders that were completed on or after 18th September 2017.
h. Points will not be awarded against purchases of goods or services made using MEDIALOGY rewards or MEDIALOGY points for part or all of the purchase. Where a MEDIALOGY or manufacturer promotional voucher or code has been redeemed against a part or all of the purchase of goods or services points will not be awarded. MEDIALOGY reserve the right to vary the quantity of points awarded against any given transaction.
24.4. MEDIALOGY points cannot be earned on any transactions that are not completed online. At the time of completing these terms this includes, telephone sales, sales in person-in branch, all credit account sales and sales made where the balance is paid for in part or wholly by points/rewards or credits. MEDIALOGY reserve the right to include or exclude any transactions in the Scheme at our absolute discretion.
24.5. We may from time to time offer you MEDIALOGY bonus points for specific online promotions, subject to availability, but you will always be advised of the bonus points when the offer is made.
24.6. Spend on purchases made in foreign currencies (e.g. not GBP) will be converted to a sterling value in line with the prevailing exchange rate at the time of the transaction so that points can be allocated in the Scheme.
24.7. We reserve the right to vary the MEDIALOGY points available, and the rate at which points will be allocated, from time to time or to cease to offer MEDIALOGY points.
24.8. MEDIALOGY points can only be exchanged for rewards. MEDIALOGY points and reward vouchers cannot be transferred from one person or Account to another unless specifically notified and agreed by us.
24.9. You may not be able to earn or redeem any MEDIALOGY points whilst you are in breach of your Account terms and conditions. Where we believe that there has been a breach of your notified Account terms and conditions, we may withdraw MEDIALOGY points already allocated and/or remove you from the Scheme, at our discretion.
24.10. MEDIALOGY points will only be added in relation to a valid Account at the time that purchases are applied to your Account or may be added at our discretion within the rules laid down by this and other Schemes as may be notified from time to time.
24.11. MEDIALOGY points will be converted to MEDIALOGY reward vouchers at the end of the period and available for you to see online. Any MEDIALOGY points not converted to MEDIALOGY reward vouchers will be carried over until the next MEDIALOGY reward vouchers award date and will be shown on your reward statement. Collection periods will be approximately every three months, or as notified.
24.12. We reserve the right not to send account holders an email in the event that the points balance has not changed from the previous statement, or insufficient points have been earned to generate reward vouchers. Minimum reward value is £1, equal to 100 points, and the minimum reward level mailed each collection period will be at our discretion.
24.13. MEDIALOGY reward vouchers will be valid for the dates shown online. MEDIALOGY reward vouchers that are presented after the expiry date stated will not be valid, unless specifically agreed by us. MEDIALOGY reward vouchers may only be redeemed against products/service offered online by MEDIALOGY (at www.Medialogy.com) at the time of redemption.
24.14. No change will be given where purchase is less than the face value of the voucher.
24.15. MEDIALOGY reward vouchers are only valid online with MEDIALOGY at www.Medialogy.com.
24.16. MEDIALOGY reward vouchers cannot be used to pay your Account balance.
24.17. We reserve the right to substitute or remove product ranges/services/offers available for redemption using MEDIALOGY reward vouchers at any time without notice.
24.18. If a product is bought solely using MEDIALOGY reward vouchers any refund will be given in credit vouchers. No cash refunds will be given in these circumstances. Where applicable, credit vouchers will be refunded to equal the value of MEDIALOGY reward vouchers originally tendered.
24.19. Your membership of the MEDIALOGY Scheme starts when your Account is opened, or when we determine the Scheme is available to you and ends when your Account is closed or when we determine that the Scheme is no longer in operation. This Scheme is operated by Medialogy Engineers.
24.20. We reserve the right to withdraw or cancel the Scheme at any time giving Account holders seven days’ notice in writing.
24.21. We reserve the right to change or amend the Terms and Conditions of the Scheme. Any changes will be notified by email to the registered email address provide by the account holder.
24.22. A copy of these Terms and Conditions can be obtained from Medialogy Engineer’s Limited, Level 2, 5 Harbour Exchange Square, London, E14 9GE
24.23. We reserve the right to take any appropriate action where the Account holder has breached the Terms and Conditions of the MEDIALOGY Loyalty Scheme.
24.24. In the case of dispute, the decision of MEDIALOGY shall be final.
24.25. Please make sure your Account name, email address, password is kept up-to-date and accurate to minimise security risks
24.26. These Terms and Conditions do not affect your legal rights.
25.1 Important Warranty Exclusions – MEDIALOGY
MEDIALOGY product warranties do not apply to: (a) to consumable parts, such as batteries or protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports unless failure has occurred due to a defect in materials or workmanship; (c) to damage caused by use with a third party component or product that does not meet the manufacturers Product’s specifications; (d) to damage caused by accident, abuse, misuse, fire, liquid contact, earthquake or other external cause; (e) to damage caused by operating the Product outside the user manual, the technical specifications or other published guidelines for the product; (f) to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of the manufacturer or an Authorized Service Provider; (g) to a Product that has been modified to alter functionality or capability without the written permission of the manufacturer; (h) to defects caused by normal wear and tear or otherwise due to the normal aging of the Product; (i) if any serial number has been removed or defaced from the Product; or (j) if MEDIALOGY receives information from relevant authorities that the product has been stolen or if you are unable to deactivate passcode-enabled or other security measures designed to prevent unauthorized access to the product, and you cannot prove in any way that you are the authorized user of the product (e.g. by presenting proof of purchase)