In these conditions the words set out below shall (except where the context otherwise requires) have the meanings set out opposite them:
‘Goods’ – goods supplied by Retrosonic Pro Audio (Retrosonic OÜ) including any computer programs (‘Software’)
‘Buyer’ – any person, firm, company, government body or other authority purchasing Goods from Retrosonic Pro Audio.
‘Price(s)’ – Retrosonic Pro Audio's price(s) for Goods or Services (including in the case of Software a license fee payable by the Purchaser in one single installment) and/or Retrosonic Pro Audio's price(s) for Installation.
1.1. These General Terms and Conditions of Business (as amended) shall apply to business relationships of any kind between Retrosonic OÜ (hereinafter referred to as „Retrosonic Pro Audio” ) and the buyer. Customers may be businesses or private consumers.
1.2 These terms and conditions ("Terms and Conditions") apply to all offers, quotations and sales of goods and/or services by Retosonic Pro Shop to any Buyer. If Retrosonic Pro Audio and Buyer have entered into 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.
1.3 The product display in the online store does not constitute a legally binding offer; instead it is merely a non-binding online catalogue of the range of products available. The sales contract shall only enter into effect upon buyer written confirmation. Retrosonic Pro Audio's acceptance of a Buyer’s Order will only take place when Retrosonic Pro Audio gives a written acknowledgement or when Retrosonic Pro Audio ships goods. Once accepted, a Buyer’s Order cannot be cancelled except with Retrosonic Pro Audio written agreement.
1.4 Retrosonic Pro Audio reserves the right to refuse to perform the service promised if it becomes apparent after concluding the Contract that the goods are not available although a corresponding contractual transaction has been concluded. In such a case, the customer shall be notified immediately. Any considerations which have already been provided shall be reimbursed without delay. Further claims against Retrosonic Pro Audio are excluded.
1.5 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 Retrosonic Pro Audio in writing. All other terms or conditions are expressly rejected by Retrosonic Pro Audio. Buyer agrees to be bound by these Terms and Conditions whether or not expressly so stated in any order, confirmation or otherwise. Each deviation from or modification of these Terms and Conditions requires the express written agreement of Retrosonic Pro Audio in each instance. Modification or waiver of any provision in one instance shall not constitute modification or waiver in any other instance
2.1. Unless otherwise accepted by Retrosonic Pro Audio in writing the price of the goods shall be the relevant price in Retrosonic Pro Audio’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).
2.2. Retrosonic Pro Audio reserves the right to increase Prices by such amount as may be necessary to cover any increases in the costs incurred by Retrosonic Pro Audio in supplying Goods and/or in Installation as a result of changes in market conditions between the date of Retrosonic Pro Audio’s quotation and the relevant delivery date (or date of completion of Installation if later). Changes in market conditions shall include (but shall not be limited to) variations in exchange rate, the imposition of new taxes levies and surcharges, changes in the basis or rates of existing taxes surcharges and levies, and trading restrictions caused by Governmental or statutory controls. Retrosonic Pro Audio shall notify Buyer of any alteration in price, whereupon Buyer may cancel the contract (without liability to Retrosonic Pro Audio) by giving notice in writing to Retrosonic Pro Audio within 7 days but not later than Goods are in transit.
2.3. In the case of pre-ordered goods that are purchased by Retrosonic Pro Audio in a currency other than euro (EUR), final pricing is subject to fluctuation in foreign exchange rates and will be agreed between Retrosonic Pro Audio and Buyer before completion of the sale. Once pricing has been agreed and Retrosonic Pro Audio has ordered the goods, Buyer may only cancel its order in accordance with the European Union's law.
2.4. In addition to the Price the Purchaser will be liable to pay Retrosonic Pro Audio on demand the cost of carriage and insurance in transit of Goods delivered together with any applicable VAT or Sales Tax on the Price and on such costs at the rate in force at the time of delivery or, if later, completion of Installation.
3.1. Payment of the Price together with any applicable carriage VAT or other charges is to be made in accordance with Retrosonic Pro Audio’s quotation and/or acceptance. Unless Retrosonic Pro Audio agrees otherwise, the Goods to be exported and Installation to be carried out outside of Estonia shall be fully paid for prior to shipment in accordance with Retrosonic Pro Audio’s requirements.
3.2. Value Added Tax (VAT) is charged on EU sales at the prevailing rate on the value of the invoice. VAT will not be charged to VAT registered EU companies who provide their VAT registration number at the point of sale.
3.3. Additional customs duties and charges for deliveries to countries outside the EU (third countries) shall be borne by the customer.
4.1 The specification for packaging the goods shall be entirely at the discretion of Retrosonic Pro Audio who shall have the right to pack all goods in such manner, with such materials, and in such quantities as Retrosonic Pro Audio 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 Retrosonic Pro Audio, shall be an additional charge.
5.1. Goods are supplied in accordance with the relevant manufacturer’s standard specifications but Retrosonic Pro Audio 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 Retrosonic Pro Audio agrees otherwise in writing and subject always to Buyer paying any additional charges that may be payable therefore.
5.2. If Retrosonic Pro Audio 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, Retrosonic Pro Audio shall not implement such improvement or modification without the prior agreement of Buyer.
5.3. If Buyer wishes to change the specification of any goods to be supplied by Retrosonic Pro Audio then Retrosonic Pro Audio shall not be obliged to agree to such change. If Retrosonic Pro Audio does agree to any proposed change requested by Buyer then Retrosonic Pro Audio shall be entitled to adjust the price, delivery and warranty accordingly.
5.4. All technical information and particulars of goods and performance given by Retrosonic Pro Audio 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 Retrosonic Pro Audio in writing.
6.1. All orders are subject to the cost of packing and carriage to Buyer’s nominated address by Retrosonic Pro Audio’s standard method of transportation. Any requests from Buyer for other than by Retrosonic Pro Audio’s normal method of transportation are subject to Retrosonic Pro Audio’s prior agreement and shall entitle Retrosonic Pro Audio to adjust the price and delivery terms accordingly. Whilst Retrosonic Pro Audio 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. Retrosonic Pro Audio may make part deliveries. No partial delivery shall affect Buyer’s obligation to pay for any other part of the order.
6.2. The Goods shall be at your risk from the time of delivery. The goods must be thoroughly inspected by the customer or an authorised individual upon receipt in order to detect any transportation damage. Buyer must ensure that any transportation and packaging damage detected is confirmed in writing by the carrier upon delivery and reported. We also ask, without legal obligation, that Buyers notify us of any clearly identifiable transportation damage.
6.3. Goods are dispatched at the Buyer’s expense and risk unless Retrosonic Pro Audio expressly agree otherwise.
6.4. All import and other duties shall be met by the Buyer and the Buyer shall ensure that all applicable import/export licenses certificates of origin and any other relevant documentation and authorisations have been procured prior to the shipment. The Buyer shall be responsible for ensuring that Goods and/or Installation comply with relevant governmental and other Regulations.
6.5. In the event of complete non-delivery of Goods ordered the Buyer shall give written notification to Retrosonic Pro Audio and the relevant Carrier (if any) within seven (7) days after the estimated delivery date.
6.6. 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 Retrosonic Pro Audio that they have checked that all items ordered are present and correct. Retrosonic Pro Audio 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.
7.1. Retrosonic Pro Audio Shop 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 Retrosonic Pro Audio Shop has only received payment when irrevocably credited to its bank account.
7.2. Retrosonic Pro Audio Shop shall retain the sole property in and all legal and beneficial title to any Goods delivered until the full Price and the Price of all other additional costs have been received by Retrosonic Pro Audio and the Buyer acknowledges that it will hold such Goods as bailee for Retrosonic Pro Audio Shop until such payment is made.
7.3. If Goods are delivered or otherwise come into possession of the Buyer before payment in full has been made as above and if;
7.3.1. there shall be any default in due payment by the Purchaser of the full price and additional costs for such Goods and/or any associated Installation; or
7.3.2. the Purchaser being a company shall enter into liquidation (other than for the purpose of amalgamation or reconstruction) or shall have a Receiver or Administrator appointed over the whole or any part of its undertaking or assets; or
7.3.3. the Purchaser being one or more individuals any one or more of such individuals shall be subject to a bankruptcy petition, enter into an arrangement or composition with or for the benefit of its creditors or be made bankrupt;
7.4. then, and in any such case, Retrosonic Pro Audio Shop may forthwith (whether or not payment for the Goods delivered is due) recover possession of and permanently retain any Goods which have not passed into the ownership of the Buyer as aforesaid and Retrosonic Pro Audio may, for this purpose, at any time enter upon the Purchaser’s premises where the Goods are kept or reasonably thought to be kept and may repossess and remove the same (even if fixed to premises or incorporated in other equipment) without incurring any liability for any damage necessarily resulting from such entry and removal.
7.5. In the event that the Buyer fails to pay for Goods ordered or Installation or if any one or more of the events set out in condition above occur, or if the Buyer commits a material breach of any of these conditions and/or any contract governed by them and fails to remedy the same (if capable of remedy) within 30 days of being given written notice so to do by us, Retrosonic Pro Audio reserve the right (without prejudice to Retrosonic Pro Audio’s other rights and remedies) to suspend delivery of all or part of any Goods ordered and/or suspend all or any Installation until due payment has been made and/or to require payment in advance and/or otherwise vary the terms of payment for Goods ordered and/or Installation and/or to treat the contract(s) to which the breach relates as discharge
8.1. If the Buyer is a consumer in EU, he/she shall be entitled to withdraw from this Contract within fourteen (14) days without giving any reason for doing so. The deadline for withdrawal shall be fourteen (14) days from the date on which the customer or a third party appointed by the customer, who is not the carrier, takes possession of the final goods delivered.
8.2. In order to exercise the statutory right of withdrawal, the customer must notify us Retrosonic Pro Audio of his/her decision to withdraw from this Contract in a clear declaration (e.g. by sending a letter by mail or email).
8.3. The withdrawal deadline shall be deemed to be met if the customer sends the communication concerning the exercise of the right of withdrawal before the expiry of the deadline.
8.3. If the customer withdraws from this Contract, we must reimburse any payments we have received from the customer, including delivery costs (excluding any additional costs incurred if the customer has selected a different type of delivery to the cheapest standard delivery option offered by us) without delay, but no later than fourteen (14) days after the day on which we receive the notice of the customer’s withdrawal from this Contract. We will use the same payment method the customer used for the original transaction in order to provide the reimbursement, unless otherwise expressly agreed; under no circumstances will the customer be charged a fee for this refund. We may withhold the reimbursement until we have received the returned goods or until the customer has provided proof that he/she has returned the goods, whichever is earlier.
8.4. The customer must return or hand over the goods to us without delay and no later than fourteen (14) days from the date on which he/she notifies us of withdrawal from this Contract. The deadline is deemed to be met if the customer sends the goods before the expiry of the fourteen-day deadline. We shall bear the costs of returning the goods.
8.5. The customer shall only be liable for any diminished value of the goods if this loss in value is attributable to any use or handling of the goods which is not deemed necessary in order to verify the condition, features and functioning of the goods.
8.6. The statutory right of withdrawal shall not apply in the following cases:
8.6.1. Delivery of goods which are not prefabricated and have been manufactured on the basis of a personal choice or according to customer specifications, or of goods which have clearly been tailored to the customer’s personal requirements.
8.6.2. Delivery of sealed goods which are not suitable to be returned for reasons relating to health protection or hygiene if their seal has been removed after delivery.
8.6.3. Delivery of audio or video recordings or computer software in sealed packaging if the seal has been removed after delivery.
8.6.4. Delivery of newspapers, journals or magazines, excluding subscription contracts.
9.1. No cancellation of any order by Buyer shall be accepted by Retrosonic Pro Audio unless:
9.1.1. the cancellation is received by CVP in writing; and
9.1.2. Retrosonic Pro Audio accepts the cancellation in writing and is paid by Buyer (a) the sales value to Retrosonic Pro Audio 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 Retrosonic Pro Audio which cannot reasonably be used elsewhere by Retrosonic Pro Audio and (c) any other costs and liabilities which Retrosonic Pro Audio incurs by reason of Buyer’s cancellation.
9.2. Any extra cost or liability incurred by Retrosonic Pro Audio 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.
9.3. Goods supplied in accordance with Buyer’s order cannot be accepted for return without the advanced written consent of Retrosonic Pro Audio. This must be obtained by contacting us by e-mail and is subject to the following conditions:
9.3.1. 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 20% will be applicable. Shipping charges are not refundable. Both the 20% and our original shipping charges will be deducted from the total refund. The Buyer is responsible for returning the goods to Retrosonic Pro Audio** and any refund will not be given until the goods have been checked by Retrosonic Pro Audio on receipt.
9.3.2. 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 Retrosonic Pro Audio**. A refund will not be given until the goods are confirmed to be faulty by a Retrosonic Pro Audio technician. Additionally, Retrosonic Pro Audio will confirm that the goods are complete and in their original and undamaged packaging. In all cases, Retrosonic Pro Audio will do their utmost to complete the checks within 7 working day of receipt of the goods at Retrosonic Pro Audio premises.
9.3.3. 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 Retrosonic Pro Audio. Once the goods have been received, a Retrosonic Pro Audio 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.
9.3.4. If such consent is given a re-stocking charge of 20% 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. Retrosonic Pro Audio are unable to authorise the return of special order and non-stock items.
* Please note that Retrosonic Pro Audio 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 born by you.
10.1. All equipment should be in full working order unless otherwise indicated. All used equipment should be in good working order (unless otherwise stated by Retrosonic Pro Audio in advance).
10.2. Retrosonic Pro Audio confirms that it holds the legal title to the equipment that it is selling, that the equipment is free from any and all financial encumbrances, is in satisfactory working order (unless otherwise stated) and that the condition of the equipment is described and listed accurately to the best of the seller’s knowledge.
10.3. Buyers have 3 days to fully check and test the equipment. The equipment must be checked and tested indoors. If there are any problems, Retrosonic Pro Audio must be notified within 3 working days of receipt of the equipment. All conditions listed or given for the equipment for sale are to the best of our knowledge. Return freight (insured) is the responsibility of the buyer. The seller is only liable for return freight if one of the following applies:
10.3.1. Equipment is damaged due to improper packaging.
10.3.2. Condition of goods is NOT as described by the seller.
10.3.3. Equipment is not in working order as described by the seller.
10.3.4. No refunds will be given before equipment has been delivered.
11.1. Retrosonic Pro Audio warrants that goods sold hereunder shall be free of defects in materials and workmanship and will conform to any agreed specification(s) at the time of delivery and for such period thereafter, if any, as notified by Retrosonic Pro Audio to Buyer in writing. If Buyer alleges that the goods were defective at the time of delivery to Buyer, Buyer shall forthwith notify Retrosonic Pro Audio in writing of the alleged defects and shall, at Retrosonic Pro Audio’s option, return the goods and packing at its own expense to Retrosonic Pro Audio or, or where so directed, hold the goods and packing for inspection by Retrosonic Pro Audio. If the goods are proved to have been defective at the time of delivery Retrosonic Pro Audio undertakes to arrange for the repair or replacement of such defective goods free of charge.
11.2. All new equipment carries full manufacturer’s warranty supported by Retrosonic Pro Audio service department. All used equipment is fully serviced except where stated and carries a three month Retrosonic Pro Audio warranty.
11.3. If the item of Goods in question is no longer available Retrosoinc Pro Shop shall do their best to provide a suitable alternative and the Buyer shall be bound to accept this.
11.4. The following are excluded from the guarantee:
11.4.1. Used equipment.
11.4.2. Computer parts and accessories, unless otherwise specified in the respective item description.
11.4.3. Products subject to wear through use or other wear and tear.
11.4.4. Product defects caused as a result of failure to follow the instructions for use or of inappropriate use, exceptional environmental conditions, extraneous operating conditions, excessive strain or a lack of maintenance or care.
11.4.5. Product defects caused by the use of accessories or supplementary or replacement parts which are not original components.
11.4.6. Products which have been modified or supplemented.
11.4.7. Slight deviations from the intended state which do not significantly affect the product’s value or its suitability for use.
11.5. 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 Retrosonic Pro Audio Shop shall have no liability in respect thereof.
11.6. Neither Retrosonic Pro Audio Shop or Buyer 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:
11.6.1. loss of profit; or
11.6.2. loss of goodwill; or
11.6.3. loss of business; or
11.6.4. loss of business opportunity; or
11.6.5. loss of anticipated saving; or
11.6.6. loss or corruption of data or information; or
11.6.7. special, indirect or consequential damage suffered by the other party that arises under or in connection with these Terms and Conditions.
11.7. Without prejudice to Conditions 9.4 Retrosonic Pro Audio 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.
11.8. The Buyer acknowledges that it has relied solely on its own judgement in assessing whether Goods Installation and/or Software are fit for any particular purpose for which they may be required by the Buyer.
11.9. Neither Retrosonic Pro Audio nor Retrosonic Pro Audio’s sub-contractors shall be liable for direct or consequential loss or damage resulting from Goods and/or the use thereof and/or Installation (except death or personal injury resulting from Retrosonic Pro Audio's negligence within the meaning of the law).
12.1. The agreement between Buyer and Retrosonic Pro Audio 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 Retrosonic Pro Audio.
12.2. Buyer shall not, without Retrosonic Pro Audio’s written consent, disclose to any third party any secret or confidential information supplied by Retrosonic Pro Audio to Buyer. Any quotation, render, offer or similar document and all contents thereof and all items referred to therein shall be deemed to be confidential.
12.3. Buyer shall not copy or reproduce drawings, specifications, or other written material supplied by Retrosonic Pro Audio in connection with the goods or any of the goods themselves or any part thereof.
12.4. 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.
12.5. No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6. 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 12.6. 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.
12.7. Any notice to be given by one party to the other shall be given in writing and shall be properly served if sent by prepaid first class post or electronic mail to the registered office or last known business address of the party to be served and if such notice is sent by post it shall be deemed to have been received on the third business day after posting and if sent by electronic mail shall be deemed to have been received at the time of dispatch.
12.8. Where the Purchaser comprises two or more persons their liabilities and obligations to Retrosonic Pro Audio shall be joint and several.
12.9. The headings of the preceding clauses shall not affect the interpretation of these conditions.
12.10. The singular shall include the plural and vice versa.
12.11. Buyer shall indemnify Retrosonic Pro Audio against any and all costs, claims, expenses, demands, losses or liabilities, which Retrosonic Pro Audio may suffer or incur as a result, whether direct or indirect of any breach of this Condition 12.1.
13.1. We will use the personal information you provide to us to:
13.1.1. provide the goods and/or services ordered;
13.1.2. process your payment for such goods and/or services; and
13.1.3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
13.1.4. 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.
13.1.5. We will not give your personal data to any other third party.
13.1.6. 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.
14.1. Retrosonic Pro Audio 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 Retrosonic Pro Audio’s control, or by commercial unfeasibility including the failure by Retrosonic Pro Audio’s suppliers to fulfil their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.