The following Terms of Sale and Supply shall apply to each order for the supply of goods that we shall receive from you from time to time unless otherwise agreed in writing. Acceptance of Customers’ orders shall be subject to these terms and cannot be altered by customers’ terms of purchase.
ORDERS
1. No order submitted to SCH shall be deemed to be accepted by SCH unless and until confirmed in writing (either by invoice submitted with goods delivered, or otherwise) by SCH’s Authorised Agent.
No order which has been accepted by SCH may be cancelled by the customer except with the prior written agreement of SCH or its authorised representative.
By accepting delivery of the goods covered by this invoice the customer acknowledges receipt of and thereby agrees to be bound by these terms and conditions and further acknowledges that these terms and conditions comprise the only terms and conditions upon which the goods covered by this invoice are supplied and that they shall not be deemed to be altered or varied to any extent by any previous correspondence between SCH and the customer or by the provision by the customer to SCH of any other terms and conditions in respect of such goods.
SUPPLY AND RETURN
2. Risk of damage to or loss of the goods covered by this invoice shall pass to the customer at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when SCH (or any other company on behalf of whom SCH acts if books belong to that company) has tendered delivery of the goods. Notwithstanding delivery and the passing of the risk in the goods or any other provision of these terms and conditions the property in the goods shall not pass to the customer until SCH has received in cash or cleared funds, payment in full of the price of the goods.
DELIVERY
3. Delivery of goods within the United Kingdom and Republic of Ireland shall be made freight free unless otherwise agreed in writing by SCH or its authorised agent.
Goods are despatched to overseas customers at the customers expense and liability, unless otherwise agreed in writing, such charges as incurred by us being invoiced at the same time or separately to the invoice of the goods.
4. Any dates quoted for delivery of goods are approximate only and SCH shall not be liable for any delay in delivery of goods howsoever caused.
5. Goods are not supplied and sold on a sale or return basis. Books will not be accepted for return unless previously authorised in writing by the Publishers representative. Carriage and packing of books returned is at the customer’s expense and liability. SCH cannot accept any responsibility for unauthorised returns or for returns of books not supplied by SCH. Non authorised returns will be handled in accordance with SCH’s returns authorisation procedure and on terms to be determined at the absolute discretion of SCH.
CHARGING AND SELLING
6. Invoices and Credit Notes shall be raised as quickly as possible and despatched with or separately to the goods, etc in question. Books despatched to customers, within the United Kingdom and Republic of Ireland before our Publication Date to achieve delivery by that date will be invoiced and debited to their account in the month of publication. Such titles must not be sold to the public before our publication date, or resold to another trader without imposing that same condition.
7. Our books are sold subject to the condition that they shall not, by way of trade or otherwise, be lent, re-sold, hired out or otherwise circulated without our prior consent in any form of binding or cover, other than that in which it is published and without a similar condition including this condition being imposed on the subsequent purchase.
PAYMENT
8. The price of goods shall be the published price as shown on the invoice less such discount as may have been agreed between SCH or its authorised agent and the customer in writing as shown on the invoice.
The price is inclusive of any applicable value added or other tax.
9. Our terms are strictly net. No settlement discounts or other deductions may be made against amounts due on our invoices or statement. Invoices will be raised at retail prices less discount unless otherwise agreed in writing. In the case of customers with agreed credit accounts payments for goods supplied must be received by SCH on or before the due date unless otherwise agreed in writing between SCH or its authorised agent and the customer, or as may be otherwise stated on an invoice. Time of payment shall be of the essence of the agreement.
Orders from customers who do not have an agreed credit account will only be accepted against prepayment in full.
10. If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to SCH, SCH shall be entitled to charge the customer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above HSBC Bank Plc base rate from time to time, until payment in full is made.
11. SCH reserves the right to withhold further supplies in the event of amounts payable being overdue, breach of any of the conditions of this agreement, or any other reason which at the discretion of the Company warrants such action.
QUERIES OR CLAIMS
12. Any claim for credit or replacement stock in respect of any delivery of goods shall only be considered if such a claim relates to shortage, damage, defect in quality or condition, failure to correspond with order or non-delivery and is received in writing at the SCH address shown on the invoice and marked for the attention of the Customer Services Supervisor, within 14 days of the date of the delivery of the goods to a customer in the United Kingdom or Republic of Ireland (or, in the case of claims of non-delivery, of the date of invoice) or within 28 days of the date of delivery of the goods to a customer outside the United Kingdom and Republic of Ireland (or, in the case of claims of non-delivery, of the date of invoice). If claims are not submitted within such time limits SCH shall have no liability in respect of such claims and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the agreement.
LIABILITY
13. The agreement for the supply and sale of goods shall be governed by the laws of England.
14. SCH shall not be liable to the customer or be deemed to be in breach of the agreement with the customer by reason of any delay in performing or any failure to perform any of its obligations in relation to the goods if the delay or failure was due to any cause beyond SCH’s reasonable control.
Save as expressly provided in these terms and conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where the goods are sold under a consumer transaction the statutory rights of the customer are not affected by these conditions.
Except in respect of death or personal injury caused by SCH’s negligence SCH shall not be liable to the customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the agreement for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of SCH 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 except as expressly provided in these terms and conditions. Infringement
15. The customer shall notify SCH forthwith in writing upon the customer becoming aware of any claim for infringement of any patent copyright design trademark service mark or other industrial or intellectual property rights in or relating to the goods.
INSOLVENCY
16. If:(a) the customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or (b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer, or© if the customer ceases or threatens to cease to carry on business; or (d) SCH reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly then without prejudice to any other right or remedy available to SCH, SCH shall be entitled to cancel the agreement for the sale of the goods or suspend any further deliveries under such agreement without incurring any liability to the customer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
GENERAL
17. If any provision of these terms and conditions is held by any competent authority, to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
No waiver by SCH of any breach of the agreement by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
The headings shown in these terms and conditions are for convenience only shall not affect their interpretation.
No variation to these terms and conditions shall be binding unless agreed in writing between the authorised representative of SCH and the customer.
SCH’s employees or agents are not authorised to make any representations concerning goods unless confirmed by SCH in writing. By entering into the agreement for the sale and purchase of the goods the customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.