In the Contract:

Contract: means the Quotation and the Seller's acceptance of the Quotation;

CDs: the pre-played CD’s including original artwork, covers, booklets or other inserts intended to be bought by musicmagpie from the Seller (including any part or parts of them);

Musicmagpie: is the trading name of Entertainment Magpie Limited, a company registered in England and Wales under company number 6277562 with its registered office at 22 Castle Street, Macclesfield, Cheshire, SK11 6AF, which is our main trading address. VAT number 922 3785 19.

Quotation: musicmagpie's written quotation to purchase the CDs, incorporating these conditions; and

Seller: the person who accepts musicmagpie's Quotation.

1. Application of Terms
1.1. These conditions are the only conditions upon which musicmagpie is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.

1.2. These conditions apply to all musicmagpie's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a director of musicmagpie.

2. Formation of Contract
2.1. The Seller must confirm to musicmagpie the CDs it wishes musicmagpie to make an offer to purchase. The information required by musicmagpie to make a Quotation is the barcode of each individual CD which must be sent to musicmagpie by entering the details on the appropriate website page.

2.2. Following receipt of each barcode, musicmagpie will provide a Quotation to the Seller of the price at which musicmagpie is prepared to purchase each individual CD. The Seller acknowledges that only CDs which conform to the necessary quality and provenance standards set out in these Conditions will be accepted and CD’s which do not meet the necessary standard will be returned to the Seller under Condition 3.5.

2.3. The Quotation will give an individual price for each CD for which the Seller requests a price. Each Quotation for CDs by musicmagpie from the Seller shall be deemed to be an offer by musicmagpie to buy that CD subject to these conditions (including, in particular, Clause 5.2).

2.4. The Quotation must be accepted by the Seller by following the process set out on the Website which will require the Seller to confirm that it accepts these Conditions and then to confirm its agreement to accept the Quotation by pressing the “Accept” button, at which point the Contract will be formed. The Seller is then legally obliged to post the CDs in question to musicmagpie in accordance with the process and within the timescales set out below.

2.5. The Seller should retain a copy of the Quotation for its records.

2.6. If the Seller accepts the Quotation by following the appropriate procedure, musicmagpie will send the pre-paid and pre-addressed package for delivery of the CDs to the Seller. The Quotation will lapse automatically on expiry of the timescale set out in Clause 5.2. If the Seller sends CDs to musicmagpie after the expiry of the Quotation, it does so at its own risk in relation to the price musicmagpie may offer for the purchase of those CDs.

3. Seller’s Warranty of Quality and Ownership
3.1. The Seller warrants and confirms that the CDs shall:
(a) be legally owned by the Seller who is entitled to sell them to musicmagpie;
(b) have been legitimately obtained CDs and are not pirated or other unauthorised copies (such as rental or library CDs or other CDs not capable of sale by the Seller);
(c) the disk is in perfect playing condition and the jewel case is structurally sound (although the case may have some blemishes on associated with historical day to day use); and
(d) comprise all original artwork, covers, booklets or other inserts sold originally with the CD.

Magpie reminds the Seller of the CDs that digital copies of CDs should not be retained after ownership of the CD has been passed.

3.2. In relation to Condition 3.1(b), musicmagpie puts you on notice that it has sophisticated equipment to check the origin and authenticity of CDs and that any pirated CDs or others of dubious origin or authenticity will be reported to the police and other anti-piracy bodies together with your contact details.

3.3. In relation to Condition 3.1(c), musicmagpie has state of the art equipment for checking the playing quality of CDs and will batch test or individually test (at its discretion) any CDs sent in by the Seller to determine playing quality.

3.4. musicmagpie's rights under these conditions are in addition to the statutory conditions implied in favour of musicmagpie by the Sale of Goods Act 1979.

3.5. If CDs delivered by the Seller fail to meet quality expectations, or are delivered without the relevant artwork, covers, booklets or other inserts, musicmagpie shall not be bound to honour its Quotation in relation to those CDs. If the disk is deemed by musicmagpie to be in need of cosmetic repair, musicmagpie reserves the right to make a deduction of 50p from the original offer price of that CD, to enable musicmagpie to be able to offer the product for resale as ‘in perfect playing condition’. If less than 50p was originally offered for the CD, an amount equal to the original offer price will be deducted, taking the revised offer price to zero. Returning the CD to the seller is not an option. If the jewel case is not structurally sound, musicmagpie will similarly not return the CD but instead replace the case with a new one and in this instance musicmagpie reserves the right to make a deduction of 25p for the cost of replacing the case.

3.6. Any inspection or testing carried out shall not diminish or otherwise affect the Seller's obligations under the Contract.

3.7. If any of the CDs fail to comply with the provisions set out in this Condition 3 musicmagpie shall be entitled to avail itself of any one or more remedies listed in Condition 12.

4. Indemnity
The Seller shall keep musicmagpie indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by musicmagpie as a result of or in connection with:
(a) defective CDs;
(b) the Seller’s provision of inaccurate or defective contact details (whether e-mail, telephone or postal address); and
(c) any infringement or alleged infringement of any intellectual property rights of any third party associated with the CDs.

5. Delivery
5.1. The CDs shall be delivered to musicmagpie by the Seller in the self addressed and pre-paid packaging sent by musicmagpie to the Seller to musicmagpie's place of business or to such other place of delivery as is set out on the packaging sent to the Seller.

5.2. The Seller is obliged to return the CDs which are contained in the Quotation within 5 days of the receipt by it of the package. Musicmagpie cannot be responsible for packages which go astray in the postal system and the Seller is advised to obtain proof of postage when sending the CDs to musicmagpie. The CDs received by musicmagpie will be conclusive evidence of what the Seller posted irrespective of any schedule or inventory of CDs or the CDs not matching the details on the Quotation.

5.3. The Seller shall ensure that each delivery is accompanied by the paperwork that the package obliges the Seller to return, including a signed copy of the Quotation and a signed copy of the list of CDs set out in the Quotation and expected to be delivered under the Contract. CDs sent in response to the Seller’s acceptance of a Quotation must be sent in one consignment and no delivery by installments is permitted.

5.4. If the CDs are not delivered on the due date (or not all of the CDs supposed to be delivered are included in the package) then, without prejudice to any other rights which it may have, musicmagpie reserves the right to:
(a) cancel the Contract in whole or in part or re-quote for price that it is willing to pay for the CDs in question;
(b) refuse to accept any subsequent delivery of the CDs which the Seller attempts to make;
(c) recover from the Seller any expenditure reasonably incurred by musicmagpie in making the Quotation and in sending out the pre-paid packaging; and
(d) claim damages for any additional costs, loss or expenses incurred by musicmagpie which are in any way attributable to the Seller's failure to deliver the CDs on the due date.

5.5. musicmagpie will not return any packaging material to the Seller and the Seller acknowledges that the packaging that musicmagpie may use to return any CDs to the Seller may not be the original packaging in which the Seller sent them to musicmagpie, such original packaging being removed from the CD as part of musicmagpie’s processing of it.

5.6. musicmagpie shall not be deemed to have accepted the CDs until it has had 7 days to inspect them following delivery and musicmagpie’s log of what it has received from the Seller shall be conclusive evidence of what was posted by the Seller and no claims for missing items will be entertained by musicmagpie.

6. Risk/Property
6.1. Risk of loss of or damage to the CDs shall remain with the Seller until the CDs are received by musicmagpie. Although musicmagpie is setting the mode of delivery, the Seller acknowledges that until a package containing the CDs has arrived at musicmagpie’s premises, it cannot know conclusively whether the scheduled CDs have been delivered or what condition they are in and cannot be held to compensate the Seller for the value which might appear on the Quotation in advance of checking the CDs.

6.2. Legal title to the CDs will pass when musicmagpie makes payment for the CDs for which payment becomes due in accordance with these conditions.

7. Price
7.1. The price of the CDs shall be stated in the Quotation subject always to musicmagpie’s rights in relation to the quality and provenance of the CDs set out in these conditions and unless otherwise agreed in writing by musicmagpie shall be inclusive of value added tax but inclusive of all other charges.

7.2. In particular, musicmagpie shall not be obliged to pay any amounts for CDs which are in breach of the warranties set out in Condition 3.1.

7.3. In relation to CDs delivered in breach of Conditions 3.1(c) and (d), musicmagpie reserves the right to make the deductions as detailed in section 3.5.

7.4. In relation to CDs delivered in breach of Conditions 3.1(b), musicmagpie shall not be obliged to return them to the Seller and is entitled to forward them to any authority it deems suitable in relation to law enforcement or anti-piracy and counterfeiting authority or body and such CDs shall not qualify for any payment from musicmagpie to the Seller.

8. Payment
8.1. musicmagpie shall dispatch payment within 3 days of delivery of the CDs to musicmagpie by cheque or on occasion by offering to credit a credit card that has been previously utilised for a musicmagpie transaction. On screen instructions on the musicmagpie website will advise as appropriate of this eventuality. Payment will not be made by cash under any circumstances. Time for payment shall not be of the essence of the Contract.

8.2. Without prejudice to any other right or remedy, musicmagpie reserves the right to set off any amount owing at any time from the Seller to musicmagpie against any amount payable by the Seller to musicmagpie under the Contract.

9. Confidentiality and Data Protection
9.1. The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by musicmagpie or its agents and any other confidential information concerning musicmagpie's business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller's obligations to musicmagpie and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

9.2. musicmagpie shall act strictly in accordance with the obligations placed on it by the Data Protection Act 1998 and subsequent legislation subject to its ability to pass on the personal data of any Seller in relation to who pirated or counterfeit CDs are passed to enforcement authorities. The Seller acknowledges in this regard that musicmagpie has the sort of equipment able to identify pirated or counterfeited CDs that the Seller does not have and that musicmagpie’s passing on of the Seller’s personal data may result in an investigation into the origin of the relevant CDs. musicmagpie and the Seller both acknowledge that the Seller may have purchased pirated or counterfeited CDs honestly and does not necessarily have the means to identify such illegal goods in which case, the Seller may become obliged to assist the authorities in their enquiries but that the Seller may not themselves have any responsibility or liability for the provenance of the relevant CDs.

10. The Company's Property
Pre-paid and addressed packaging sent to the Seller by musicmagpie must only be used for the delivery to musicmagpie of the CDs which are the subject of the Contract and attendant administrative paperwork and the Seller shall use such packaging for no other purpose.

11. Termination
11.1. musicmagpie shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if the Seller commits a material breach of any of the terms and conditions of the Contract.

11.2. Termination of the Contract, however arising, shall be without prejudice to the rights and duties of musicmagpie accrued prior to termination.

11.3. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

12. Remedies
Without prejudice to any other right or remedy which musicmagpie may have, if any CDs are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract musicmagpie shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the CDs have been accepted by musicmagpie:
(a) to rescind the Quotation;
(b) to activate the procedures outlined in clause 3.5 above; and
(c) to claim such damages as may have been sustained by musicmagpie in consequence of the Seller's breach or breaches of the Contract.

13. Force Majeure
Neither party shall be liable for any failure to perform its obligations under the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of musicmagpie including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (particularly in relation to postal services), or restraints or delays affecting carriers.

14. Notices
14.1 Applicable laws require that some of the information or communications musicmagpie sends to the Seller should be in writing. When using musicmagpie’s site, the Seller accepts that communication with musicmagpie will be mainly electronic. musicmagpie will contact the Seller by e-mail or provide the Seller with information by posting notices on musicmagpie’s website. For contractual purposes, the Seller agrees to this electronic means of communication and the Seller acknowledges that all contracts, notices, information and other communications that musicmagpie provides to the Seller electronically comply with any legal requirement that such communications be in writing. This condition does not affect the Seller’s statutory rights.

14.2 All notices given by the Seller to musicmagpie must be given to Customer Services at enquiries@musicmagpie.co.uk or at the address set out in Condition 1. musicmagpie may give notice to the Seller at either the e-mail or postal address the Seller provides to musicmagpie when placing an order, or in any of the ways specified in this Clause 13 above. Notice will be deemed received and properly served immediately when posted on musicmagpie’s website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15. General
15.1. Each right or remedy of musicmagpie under the Contract is without prejudice to any other right or remedy of musicmagpie whether under the Contract or not.

15.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3. Failure or delay by musicmagpie in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.4. Any waiver by musicmagpie of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.