1. The following words shall have the following meanings in these conditions:
“The Company”: The History Press Ltd, whose registered and trading address is The Mill, Brimscombe Port, Stroud, Gloucestershire, GL5 2QG;
“The Customer”: any individual, firm, company or other party with whom the Company contracts;
“The Goods” shall mean books or other published matter supplied by the Company;
“Price”: the price for the Goods.
2. Reference to any Act of Parliament or to any regulations shall include any Act or regulations surrounding or replacing the Act or regulations referred to.
3. Any Goods supplied to the Customer are supplied subject to these conditions. These conditions can only be varied in writing in a document signed by a director or the general manager of the Company.
4. The Customer accepts these conditions by placing an order with the Company.
5. Any Contract for the supply of Goods (“the Contract”) whether written or oral shall incorporate these conditions.
6. Any waiver or breach of these conditions shall not prejudice the Company’ rights in respect of any subsequent breach.
7. The Contract may not be assigned or transferred.
8. The Price payable and payment terms in respect of an order for Goods shall be as specified in writing and is exclusive of Value Added Tax, which shall be added as appropriate at the time of despatch.
9. Unless otherwise stated all Prices are exclusive of delivery and inclusive of packing charges.
10. The risk in respect of all Goods supplied to the Customer under the Contract shall pass to the Customer when they reach the Customer’s premises, but the property in the Goods shall not pass to the Customer until full payment has been received by the Company and the Company shall be entitled to ask for a copy of the Customer’s insurance policy under which the Goods are insured by the Customer.
11. Notwithstanding the provisions of Conditions 10 to 16 inclusive the Company and the Customer expressly agree that until the Company has been paid in full any sums payable by the Customer to the Company any goods delivered to the Customer remain the property of the Company and the Customer shall hold them as bailee.
12. If the Customer sells the Goods before payment in full has been made and if the Company so requires the Customer shall hand over to the Company all claims for payment against the sub-purchaser.
13. So long as property in the Goods may not have passed to the Customer the Company may maintain an action against the Customer for the price of Goods and for the expense of recovering any Goods under the power contained in the preceding sub-clause.
14. Notwithstanding that the property in the Goods may not have passed to the Customer the Company may maintain an action against the Customer for the expense of recovering any Goods under the powers contained in the preceding sub-clause.
15. It is agreed between the Customer and the Company (without prejudice to the generality of clauses 10 to 15) that the Company may recover the Goods and payment shall automatically become due if: the Customer fails to pay by the due date for any Goods supplied by the Company;
(a) the Customer does or fails to do anything which would entitle an Administrator or an Administrative Receiver to take possession of any of its assets or would entitle any person to present a petition to wind up the Customer; and/or
(b) the Customer passes any resolution to wind itself up, publishes a notice covering a meeting of its creditors pursuant to Section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof; and/or
(c) the Customer if an individual has a bankruptcy order made against him/her or enters into any arrangement for the benefit of his/her creditors generally and in any such event the Company shall not be obliged to make any further delivery to the Customer.
16. The Company will use its best endeavours to comply with the date or dates (if any) for despatch or delivery of the Goods as agreed when the order is placed, but unless otherwise expressly agreed such date or dates shall be treated as estimates and shall not be binding. The Customer shall accordingly accept delivery of the Goods when tendered and time of delivery shall not be of the essence of the Contract.
17. If no time for delivery is specified at the time when the order is accepted the Customer shall be bound to accept the Goods when delivered and the Company shall be under no obligation to deliver until the expiry of a reasonable time from the date of the order.
18. If the Company shall be prevented or hindered from supplying all or any of the Goods in accordance with the order by any circumstances beyond its reasonable control (including without prejudice to the generality of the foregoing force majeure delay by supplier trade disputes including disputes involving the Company’s own workforce and all other causes whether or not of a similar nature beyond the reasonable control of the Company) the Company shall be entitled by notice by telephone or in writing to the other forthwith to rescind the Contract and in such circumstances the Company shall not be liable to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of the Company’s inability to perform its obligations.
19. In respect of Contracts under which the Company sells to a Customer or for delivery outside the United Kingdom the Customer must obtain all the necessary export or import licences, exchange control consents and all other approvals of national and regional practice and in any case not later than the date required to enable the Company to deliver on the earliest date on which the Company is entitled to require the Customer to accept delivery.
20. When expedited delivery or completion is agreed to by the Company and necessitates additional costs the Customer shall reimburse the Company for the amount of such costs.
21. The Price for the Goods shall be payable without set-off within 30 days of delivery unless otherwise agreed in writing prior to delivery and the date of delivery shall be deemed to be the date on which the goods leave the Company’s premises. A discount for earlier payment (including cash on delivery) may be available and if so this will be specified when the order is taken. The Company reserves the right to require payment in advance of despatch of the Goods in which case a pro forma invoice will be issued.
22. The Company shall be entitled to charge interest on any part of the Contract price not paid by its due date from that date until payment (whether before or after any judgement) at the monthly rate of 15 per cent per annum, such interest accruing on a daily basis pro rata AND the parties hereby agree that this is fair compensation for late payment and shall not be construed as a penalty.
23. The time mentioned for payment in condition 22 for Goods is of the essence of the Contract.
24. Where a credit limit has been notified in writing by the Company to the Customer the Company may decline to accept orders for goods which would result in the specified credit limit being exceeded unless the Customer agrees to pay cash in full on delivery. A credit limit does not oblige the Company to accept part-payment for any order.
25. The Company reserves the right to cancel an order at any time prior to delivery due to non-availability of the goods; or, in the event of the Company failing to receive satisfactory references in respect of the Customer, or, where the Company has stipulated payment in advance of delivery and no such payment has been received.
26. The Customer may not copy, reproduce, publish or republish in any form any Goods supplied to him/her by the Company or any photograph or other illustration therein.
27. The Customer shall inspect the Goods immediately upon delivery and in the event of Goods being defective the Customer shall inform the Company within 3 working days. If the Customer has so notified the Company and the Customer returns the faulty Goods to the Company's representative at the next available opportunity then the Company will credit the Customer’s account with a full refund if the Goods have been paid for, except where:
(a) the Goods consist of books and the defect can be rectified by replacing the jacket; and/or
(b) the Company and the Customer agree a reduced price for the Goods and the Customer retains them.
28. Failure to make any such claim in the period(s) specified in sub-clause 29 above shall constitute unqualified acceptance of the Goods and waiver by the Customer of all claims relating to the Goods, except where the Goods are books and the defect consists of missing pages, in which case the Company will refund the price on the return of the books.
29. Save as aforesaid (and save in respect of death or personal injury resulting from the negligence of the Company, its servants or agents), the Company shall not be liable for any claim or claims for direct or indirect or consequential or incidental injury loss or damage made by the Customer against the Company (whether in contract or in tort, including negligence on the part of the Company or its staff) arising out of or in connection with any defects of any Goods supplied or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or breach of a fundamental term thereof) of the Company or its staff in the performance of the Contract.
30. Subject only to the provisions of these conditions no statement undertaking warranty or condition express or implied by law, trade, custom or otherwise shall apply to the Contract.
31. The Customer shall indemnify the Company against all actions, claims or demands by third parties against the Company howsoever arising directly or indirectly in respect of or in connection with the Goods or the Contract by the Company to supply the same upon the terms and conditions herein contained.
32. Without prejudice to the foregoing the Company shall in no circumstances be liable for any loss, damage, costs or expenses which exceed in the aggregate the price of the goods.
33. The price is based on the warranties given and accepted in the Contract, the cost of purchase of the Goods, the cost of insurance and the exclusions and restrictions of liability imposed in these conditions. The Company is prepared to negotiate a different price if the Customer requires any variation of such warranties or extension of the liabilities accepted by the Company.
34. If at any time any one or more of the provisions of the above clauses or sub-clauses is or becomes invalid, illegal or unenforceable in any respect under any law the validity and enforceability of the remaining clauses and/or sub-clauses hereof shall not in any way be affected or impaired thereby.
35. These conditions and each and every Contract containing them shall be governed by the Laws of England and the Customer will submit to the jurisdiction to the English Court.