Conditions of Sale
Definitions in these Terms and Conditions the following words shall have attributed to them the meanings specified. River Solutions Group Limited shall mean the trading names River Pro Audio, RPA Distribution, R-Quest UK, whose principal place of business and registered office is at 6 Belvedere Business Park, Crabtree Manorway South, Belvedere, Kent DA17 6AH. 'Customer' shall mean the person, company or any other body that purchases or agrees to purchase Goods whether a Consumer Trade Customer or 'Goods' shall mean all goods and services which the Customer agrees to buy from River Solutions Group Limited including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer. 'Contract' shall mean the Contract between River Solutions Group Limited and the Customer for the sale of Goods by River Solutions Group Limited to the Customer. 'Catalogue' shall mean any published promotional material produced by River Solutions Group Limited. 'Working Days' shall mean Monday to Friday inclusive but exclusive of Bank Holidays. 'Customer's Registered Address' shall mean the address of the Customer that is already registered with River Solutions Group Limited or the address registered with the issuing company of any debit or credit card which is used as a means of payment for Goods.

River Recordings Limited
Unit 6
Belvedere Business Park
Crabtree Manorway South
Belvedere
Kent DA17 6AH
Company No. GB702 1477 70
Incorporated 12th May 1995


General
All orders for Goods are accepted by River Solutions Group Limited subject to these terms and conditions of sale, which supersede any other terms, and conditions previously published. These constitute the entire understanding between River Solutions Group Limited and the Customer for the sale of Goods. River Solutions Group Limited accepts responsibility under these terms and conditions for its commitments to the consumer; River Solutions Group Limited also accepts responsibility by its duly authorised agents. All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication, errors and omissions excepted. Any substitute products that are supplied, and found not to be suitable will be collected at River Solutions Group Limited's expense. Contact Customer Service to arrange for the goods to be returned. Goods will be supplied based on any information provided by the customer. Any Catalogue published by River Solutions Group Limited is an invitation to treat and not an offer to supply. Subject to conditions any advice or recommendation given by River Solutions Group Limited or its employees or agents to the Customer dealing as a Trade Customer as to the storage, application or use of the Goods is followed or acted upon entirely at the Trade Customers own risk (except in the case of manifest error, gross negligence or contractual misrepresentation by River Solutions Group Limited). These Conditions shall not apply to any 'Customer' purchasing 'Goods' as a 'Consumer'.


Prices
All prices for the Goods are in pounds Sterling and subject to Value Added Tax ("VAT") at the relevant rate ruling on the date of despatch and do not include the cost of carriage, packaging or other charges which becomes payable under any contract with River Solutions Group Limited. Prior to the conclusion of the contract River Solutions Group Limited will inform the customer the total amount to be debited. Whilst every endeavour will be made to maintain the prices in the catalogue River Solutions Group Limited reserves the right to alter prices at any time. Prior to the conclusion of the contract River Solutions Group Limited will inform the customer the total amount to be debited. Any change in price will be communicated to the customer at the time of ordering. Prior to the conclusion of the contract River Solutions Group Limited will inform the customer the total amount to be debited.


Orders
Where possible orders should be made using River Solutions Group Limited order codes and a Customer number. Written confirmation is not required for a trade customer telephone order, but if the Trade Customer sends written confirmation such confirmation must be marked 'Confirmation Only' so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Trade Customer. River Solutions Group Limited reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are charged for all orders at the point of order confirmation request. Payment received does not constitute a contract of sale but a confirmation of an order request. Only one mail order handling charge will be levied (if applicable) in respect of the total order. If any goods are not in stock the customer will be informed and will be offered the option to continue to await delivery or offered a refund or an alternative product. In the event of unwanted Goods please refer to 'Warranty and Returns'. In the event of the Customer cancelling part of an order River Solutions Group Limited reserves the right to charge the Customer for any difference in the selling price applicable to the quantity despatched up to the time of cancellation and the total price of the original order.
River Solutions Group Limited reserves the right to decline to trade with any person or organisation. In addition, and notwithstanding any other provisions of these conditions of sale, River Solutions Group Limited may decline to accept any order, by giving notice of non-acceptance to the Customer by email, facsimile or telephone within 24 hours (excluding weekends and public holidays) of receipt by River Solutions Group Limited of an order. In the event that River Solutions Group Limited declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded. All returned goods will need an authorised returns number before you send anything back to us. Goods delivered without authorised returns numbers clearly marked on the outside of the package will be refused.

We cannot cancel your purchase when:


Credit Account Orders
Telephone orders to be charged to a Credit Account held by a Trade Customer with River Solutions Group Limited will only be accepted with an official purchase order number and receipt of a faxed copy of the purchase order. Trade Customers wishing to purchase Goods on account at a River Solutions Group Limited store will be required to provide a written purchase order containing the River Solutions Group Limited trade account number. Such reserved products must be collected within 5 working days from notification of goods arriving in Store, failing which River Solutions Group Limited will charge the Customer a restocking fee. Credit account customers are charged a minimum of £12 (excluding VAT) delivery charge per order. Please note that this applies to England, Wales and Southern Scotland customers only.


Postage & Packing Charges
Orders over £99 (excluding VAT) are delivered FREE-OF-CHARGE. Credit account customers are charges a minimum of £12 (excluding VAT) delivery charge per order. Please note that this applies to England, Wales and Southern Scotland customers only. If your country is not listed in the delivery menu in the check out section then please call 020 8311 7077 for a quotation.


Payments
Payment shall be made by the Customer for all monies owed to River Solutions Group Limited in respect of orders placed for Goods. Payment shall be made at the time that the order is placed. Payment may be made by, and is acceptable by, cash, cheque or major credit and debit cards: (Switch, MasterCard, Visa and American Express). Cheques and Postal Orders must be made payable to "River Solutions Group Limited" and crossed "payee only". Credit terms are available to Trade Customers on request and subject to status, satisfactory references and acceptable trading history with River Solutions Group Limited. Payment is due by the end of the agreed credit term from the invoice date without any deductions. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to River Solutions Group Limited,

River Solutions Group Limited shall be entitled to:


Ownership and Risk
The risk of damage to or loss of Goods ordered from River Solutions Group Limited will pass to the Customer when the goods are delivered. The following conditions shall not apply to any Consumer. Until property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for River Solutions Group Limited. The Customer shall store the Goods (at no cost to River Solutions Group Limited) separately from all other Goods in its possession and marked in such a way that they are clearly identified as River Solutions Group Limited property. Notwithstanding that the Goods (or any part of them) remain the property of River Solutions Group Limited the Customer may sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of River Solutions Group Limited. Any such sale or dealing shall be a sale or use of River Solutions Group Limited property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from River Solutions Group Limited the entire proceeds of sale or otherwise of the Goods shall be held in trust for River Solutions Group Limited and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as River Solutions Group Limited money. River Solutions Group Limited shall be entitled to recover the price of the Goods (including VAT and all other monies due to River Solutions Group Limited from the Customer) notwithstanding that property in any of the Goods has not passed from River Solutions Group Limited.
Until such time as the property in the Goods passes from River Solutions Group Limited, the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to River Solutions Group Limited. If the Customer fails to return Goods, River Solutions Group Limited may apply to enter any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request to deliver up the rights of the Customer contained in the preceding Condition shall cease. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of River Solutions Group Limited. Without prejudice to the other rights of River Solutions Group Limited, if the Customer does so all sums whatever owing by the Customer shall forthwith become due and payable. The Trade Customer shall insure and keep insured the Goods to the full value against 'all risks' to the reasonable satisfaction of River Solutions Group Limited until the date that property in the Goods passes from River Solutions Group Limited and shall, whenever requested by River Solutions Group Limited, produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of River Solutions Group Limited, if the Customer fails to pay any sums whatever owing by the Customer on the due date, all sums due to River Solutions Group Limited shall forthwith become due and payable.


Delivery
Orders over £99 (excluding VAT) are delivered FREE-OF-CHARGE for non credit account customers. Credit account customers are charged a minimum of £12 (excluding VAT) delivery charge per order. Please note that this applies to England, Wales and Southern Scotland customers only. If your country is not listed in the delivery menu in the check out section then please call 020 8311 7077 for a quotation. Same day despatch is normally achieved provided the order has been received by River Solutions Group Limited before 3.00 pm during Working Days and if the items ordered are in stock at time of order. This provision does not apply to Goods requiring special modification (e.g. calibration, kits etc.) and orders which are too large to be despatched by River Solutions Group Limited contracted carrier.


Courier Delivery
All items over will be despatched where reasonably practicable the same working day as the order is received by River Solutions Group Limited by courier and normally delivered within three (3) working days.


Guaranteed Next Day Delivery
All confirmed ordered will be despatched where reasonably practicable the same working day as the order is received by River Solutions Group Limited by courier and normally delivered within three working days.


Export
Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract River Solutions Group Limited will inform the customer the total amount to be debited. The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.


Transit Delays and Non-Delivery
Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract River Solutions Group Limited will inform the customer the total amount to be debited. The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.


Order Cancellations
In the event of cancellation of part of an order by the Trade Customer River Solutions Group Limited reserves the right to invoice for any difference in selling price applicable to the quantity despatched up to the time of cancellation plus a restocking charge. Orders where goods have been specifically ordered for Trade Customer requirements (schedule and non-stock items) cannot be cancelled.


Product Warranty and Returns
Unwanted goods - For unwanted goods River Solutions Group Limited offers a 7-day return policy providing the goods are unopened and unused*. To return a product under this policy the Customer should:

To apply for an authorised RMA (returned merchandise authorisation) number log in to our web site(s) and follow the instructions by clicking the ‘support’ link on the home page. Once your returns request has been accepted an RMA number will be issued and this must be clearly identified on a returns label or the external packaging, and internal documentation when the Goods are returned, no markings should be made on the product or product packaging if the customer is returning unwanted goods. Unwanted goods must be complete, and in 'as new' condition with original packaging. Certain product categories by their nature are exempt from the 7-day return policy; these would include for example software, cut cable, and built kits. Warranty seals applied to any Goods supplied by River Solutions Group Limited must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated and the Goods will be deemed to have been accepted by the Customer. River Solutions Group Limited will not accept the return under the 7-day return policy of any Goods that have had a manufacturers or suppliers warranty or registration invoked. River Solutions Group Limited will deem such registration by the Customer as acceptance of the Goods.
River Solutions Group Limited must receive all returns within 14 days of the Returns Number being issued and any Goods received after that period will be dealt with on an individual basis. The Customer must take all reasonable care to ensure that all returned items be suitably packaged, and that the Goods are protected when being returned. The Customer must provide to River Solutions Group Limited proof of delivery. In the event of Goods being returned without a previously allocated Return Number the processing of any claim by the Customer is likely to be delayed. Customers whose transactions are covered by the Distance Selling Regulations the 7-day returns policy will commence after the 7-day cooling off period. Where unwanted Goods are returned to River Solutions Group Limited after the expiry of the 7-day return period but within a reasonable period of time River Solutions Group Limited reserves the right to levy a handling charge. A charge of 20% of the invoice value of the Goods returned, with a minimum charge of £10 will be levied on Goods that are not defective. The Customer must bear all the costs of returning any unwanted Goods to River Solutions Group Limited and provide proof of delivery.

Faulty goods under Warranty - Any defects in the Goods which under proper use appear within a reasonable period after delivery and which are due to faulty materials, workmanship or design will be made good by River Solutions Group Limited either by repair or, at the sole discretion of River Solutions Group Limited, by replacement or refund. Any claim for defective Goods or parts must be made by applying for an RMA number through the website(s). To apply for an authorised RMA (returned merchandise authorisation) number log in to our web site(s) and follow the instructions by clicking the ‘support’ link on the home page. Once your returns request has been accepted an RMA number will be issued and this must be clearly identified on a returns label or the external packaging. Goods must be returned in the full original packaging. The customer must ensure that the goods are adequately insured at all times. River Solutions Group Limited must receive all returns within 14 days of the Returns Number being issued and be able to provide River Solutions Group Limited proof of delivery. All warranties and conditions which are capable of being excluded by statute or otherwise are excluded from any contract provided that nothing in the contract shall affect the statutory rights of the Consumer or liability for death or personal injury caused by the negligence of River Solutions Group Limited. River Solutions Group Limited reserve the right to inspect at 6 Belvedere Business Park, Crabtree Manorway South, Belvedere, Kent DA17 6AH any Goods returned. Warranty seals applied to any Goods supplied by River Solutions Group Limited must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated. The warranty period is from the date of purchase. If goods are replaced within this warranty period, the warranty will continue from the original date of purchase unless specifically agreed otherwise by River Solutions Group Limited in writing. The onus is on the Customer to obtain an RMA number within the warranty period. Applications for RMA numbers made after the warranty period has expired will not be treated as a warranty return, this is regardless of any technical support the customer is receiving directly or indirectly from River Solutions Group Limited or the relevant manufacturer during the warranty period. Should the warranty period expire after the RMA number has been issued the return will be covered by the warranty providing the goods are returned to River Solutions Group Limited within 14 days of the RMA number being issued. Unclaimed goods, returned for warranty or out of warranty service, will be disposed of after 90 days without further notice regardless of whether or not the service costs have been paid for or not.

*This excludes 'special order' goods. 'Special order' goods are ordered on request by River Solutions Group Limited especially for a specific order and are goods not normally held in stock.


General Descriptive Matter
All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication (errors and omissions excepted). If the description of any Goods which are not directly manufactured by River Solutions Group Limited contained in any correspondence, invoice or the current Catalogue varies from that of the manufacturer's description, then the manufacturer's description will be deemed to be the correct description and shall take precedence over the description assigned by River Solutions Group Limited. The updated and complete manufacturer's description is available from River Solutions Group Limited on request before any order is placed. In the event of any material change to any description of goods since the date of publication of the last catalogue by River Solutions Group Limited, River Solutions Group Limited will advise the Customer of the revised description prior to any order being accepted by River Solutions Group Limited. River Solutions Group Limited reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.


Product Performance
The responsibility for ensuring that Goods are sufficient and suitable for the Customer's requirements rests with the Customer.


Quality Assurance
River Solutions Group Limited is committed to providing our customers with the highest quality products at competitive rates. At River Solutions Group Limited the customer is always our priority. All our orders and enquiries are handled personally by our fully trained staff, and if you are ever in doubt about the progress of your order please contact our customer services team for more information. While we are constantly striving to offer the products and services that we feel you, the customer needs, if there is anything you require that you don't see offered let us know and if we can, we will supply it. Competitive pricing is important to us, however if you do see products offered cheaper elsewhere we would at least price match, and where possible we will beat the advertised price.


Copyrights, Patents, Intellectual Property & Information
Goods referred to in any River Solutions Group Limited Catalogue, correspondence or invoice may be subject to a patent, trademark, registered design, copyright, topography right or other right of a third party. River Solutions Group Limited owns full copyright in respect of any Catalogue whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the prior written consent of River Solutions Group Limited. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained by River Solutions Group Limited and will not pass to the Customer. Such software programs may only be used by the Customer and a revocable non-exclusive licence is hereby granted for the sole use of the Customer (so far as River Solutions Group Limited are able to grant such licence) and any software must not be copied or altered or otherwise modified in any way. Where any designs or specifications have been supplied by the Customer for manufacture of Goods by River Solutions Group Limited the Customer warrants that the use of such designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Customer shall indemnify River Solutions Group Limited against all costs claims and demands of whatsoever nature arising out of the use of such designs or specifications.


Data Protection
By placing an order with River Solutions Group Limited the Customer agrees to data relating to the transaction being retained and processed by River Solutions Group Limited in accordance with the Data Protection Act 1998 or any statutory modification thereof. The data so retained will be used by River Solutions Group Limited for the purpose of accounting and marketing and will not be disclosed to any third party without the previous consent in writing of the Customer. River Solutions Group Limited may send to the Customer details of other Goods and services offered by River Solutions Group Limited that River Solutions Group Limited might consider to be of interest to the Customer. If the Customer does not wish to receive details of these offers then they should contact River Solutions Group Limited either in writing to, 6 Belvedere Business Park, Crabtree Manorway South, Belvedere, Kent DA17 6AH, by facsimile on 020 8311 7017, by telephone on 020 8311 7077 requesting that data is removed from the marketing database. River Solutions Group Limited subscribes to the data protection principles as laid down by the Information Commissioner and all data is held securely. The Customer may, by writing to the Customer Service Department of River Solutions Group Limited, request that all data relating to him, her or it should be deleted from its records. Customers may also, in accordance with the provisions of the Data Protection Act 1998, obtain copies of such data that is held in respect of them by River Solutions Group Limited. For Trade Customers River Solutions Group Limited will also retain and process information in its capacity of a credit reference agency. Telephone calls and e-mails to River Solutions Group Limited may be recorded or monitored for the purposes of security training and quality assurance.

Limitation of Liability
The Customer will be responsible for ensuring the fitness for purpose of the Goods for the Customer's application unless the purpose is previously notified to River Solutions Group Limited. To the extent permitted by law, River Solutions Group Limited accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense arising from errors in information or advice provided whether or not due to River Solutions Group Limited's negligence or that of its employees, agents or sub-contractors save for any loss or damage arising from death or personal injury. To the extent permitted by law, River Solutions Group Limited shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any Contract with the Customer, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of River Solutions Group Limited, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer. The entire liability of River Solutions Group Limited under or in connection with the Contract with the Customer shall not exceed the price of the Goods except as expressly provided in these terms and conditions.


Force Majeure
River Solutions Group Limited shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any obligations of River Solutions Group Limited in relation to the Goods, provided that the delay or failure was due to any cause beyond reasonable control of River Solutions Group Limited. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control of River Solutions Group Limited: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of River Solutions Group Limited or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.


Law
All contracts between River Solutions Group Limited and the Customer shall be governed by and interpreted in accordance with English Law and both River Solutions Group Limited and the Customer submits to the exclusive jurisdiction of any competent Court in the United Kingdom.


Consumer Protection
Nothing contained herein shall affect a Consumer's rights under the Unfair Contract Terms Act 1977 or any regulations made under it including the Unfair Terms in Consumer Contracts Regulations 1994.


Insolvency
If the Customer fails to make payment for the Goods in accordance with these Terms and Conditions or permits any other breach of any contract for sale or if any distress or execution shall be levied upon any of the Customers goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if any petition in bankruptcy is presented against the Customer or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer's business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any actions or proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. River Solutions Group Limited may in its absolute discretion and without prejudice to any other rights which it may have suspend all future deliveries of Goods to the Trade Customer and/or terminate any contract without liability upon its part; and/or exercise any of its rights pursuant to this Terms and Conditions.


Headings
All headings in these Terms and Conditions are for ease of reference only and shall not affect the construction of any contract between River Solutions Group Limited and a Customer.


Severance
Any provision of any contract with River Solutions Group Limited which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of any Contract.


Waiver
No waiver or forbearance by River Solutions Group Limited (whether expressed or implied) in enforcing any of its rights under any contract shall prejudice its right to do so in the future.


Rights of Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed by River Solutions Group Limited and the Customer that nothing in any contract shall confer on any third party any right to enforce or any benefit of any term of any contract that may be concluded by them.