Terms and conditions
1. DEFINITIONS AND INTERPRETATIONS
"WOB" means World of Books Ltd and subsidiaries, divisions or trading units of World of Books Ltd(Registered company number 06437594, England)
"Buyer" means the person, firm or company so described in the Sales Order
“Conditions" means the standard terms and conditions of purchase set out in this document and any variation as agreed in writing between WOB and Buyer
"Ex Works" means ex works (EXW) Mulberry House,Woods Way, Goring-By-Sea, BN12 4QY
"Goods" means the Goods as described in the Sales Order
"Order" means any written quotation of WOB which is accepted by the Buyer, or any written order, or contract of the Buyer which is accepted by WOB for the supply of Goods.
"Price" means the Price of the Goods and/or the charge for ancillary services
2. GENERAL BASIS OF SALE
2.1. These Conditions apply to all Orderss for sale of Goods by WOB
2.2. The placing of an Order by the Buyer for the Goods shall constitute acceptance of these Conditions not withstanding any other terms and conditions subject to which any quotation by WOB is accepted or purported to be accepted or any such Order is made or purported to be made by the Buyer
2.3. No Order submitted by the Buyer shall be deemed to be accepted by WOB unless and until confirmed in writing by WOB's authorised representative.
2.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of WOB and the Buyer.
3.1. The Buyer shall be responsible to WOB for ensuring the accuracy of the terms of any Order submitted by the Buyer, and for giving WOB any necessary information relating to the Goods.
3.2. No Order which has been accepted by WOB may be cancelled by the Buyer except with the agreement in writing of WOB and on terms that Buyer shall indemnify WOB in full against loss, costs, damages, charges and expenses incurred by WOB as a result of the cancellation.
3.3. No Order which has been accepted by WOB may be changed or altered by the Buyer except with the agreement in writing of WOB and payment by the Buyer of a 10% surcharge (calculated at 10% of the Price) to WOB
4.1. The Price shall be the WOB quoted price. The Price quoted is valid for 30 days only, after which time they may be altered by WOB without giving notice to the Buyer
4.2. WOB reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price to reflect any increase in cost to WOB which is due to a factor beyond the control of WOB, any change in delivery date, or quantities as requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give WOB adequate or accurate information or instructions.
4.3. Except as otherwise stated under the terms of the Order and unless otherwise agreed in writing between the Buyer and WOB, the Price is given by WOB on an EXW basis, and where WOB agrees to deliver the Goods otherwise than at WOB premises, the Buyer shall be liable to pay WOB’s charges for transport, packing and insurance.
4.4. The Price is exclusive of any applicable value added tax, which the Buyer maybe additionally liable to pay to WOB
5. PAYMENT TERMS
5.1. Unless otherwise stipulated in writing by WOB, payment shall be made prior to delivery of the goods pusuant to Clause 6 by payment into such WOB bank account as WOB may notify to the Buyer in writing which may vary from time to time
5.2. Payment is accepted when funds have cleared in the designated bank account
5.3. Due date for payment will be no later than the date of despatch from WOB designated premises
5.4. All banking charges will be to the order of the Buyer. Unpaid banking charges will be charged to the Buyer as ancillary charges the Price for which will be cost plus 20%
5.5. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to WOB, WOB shall be entitled to:
5.7.1. cancel the Contract or suspend any further deliveries to the Buyer
5.7.2. charge the Buyer interest (both before or after any judgement) on the amount unpaid, at the rate of 5% per annum above HSBC Bank plc base rate from time to time (calculated on a daily basis), until payment in full is made before and after judgement
6.1. Unless otherwise agreed in writing between the Buyer and WOB, the Goods shall be delivered EXW and WOB shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
6.2. In the case of sales made F.C.A, F.A.S, F.O.B UK mainland unless otherwise agreed the Buyer shall upon request by WOB nominate a carrier or vessel to receive the Goods within 30 days from the date of WOB's acceptance.
6.3. Unless otherwise agreed in writing in the case of sales made C.I.F, C.I.P, D.D.U, or D.D.P WOB will effect marine insurance for the Goods on the terms of the current London Institute Cargo Clauses (All Risk) and may, effect war insurance.
6.4. Any dates quoted for delivery of the Goods are approximate only and WOB shall not be liable for any early or late delivery of the Goods however caused.
6.5. Where the Goods are delivered in instalments, each delivery shall constitute a seperate Order and failure by WOB to deliver any one or more of the instalments shall not entitle the Buyer to treat the Order as a whole as repudiated.
6.6. If WOB fails to deliver the Goods (or any instalment) WOB's liability is limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods.
6.7. If the Buyer fails to take delivery of the Goods or fails to give WOB adequate delivery instructions at the time stated for delivery (otherwise by Force Majeure or by reason of WOB's fault) then, without prejudice to any other right or remedy available to WOB, WOB may:
6.7.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.7.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for any shortfall below the Price under the Order
6.8. Any charges quoted for delivery of the Goods including transport, packaging, insurance are approximate only and WOB shall not be liable for any changes to the charges quoted however caused.
7. RISK AND PROPERTY
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. in the case of Goods to be delivered at WOB's premises, at the time when WOB notifies the Buyer that Goods are available for collection;
7.1.2. in the case of Goods to be delivered otherwise than at WOB's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when WOB has tendered delivery of the Goods.
7.2. The property of the Goods shall not pass to the Buyer until WOB has received in cash or cleared funds payment in full of the Price and all other goods agreed to be sold by WOB to the Buyer for which payment is then due.
7.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as WOB's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and indentified as WOB's property, but shall be entitled to resell or use the Goods in the ordinary course of business
7.4. Until such time as the property passes to the Buyer (and providing the Goods are still in existence and have not been resold), WOB shall be entitled at any time to require the Buyer to deliver up the Goods to WOB and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8. BUYER'S OBLIGATION
The Buyer shall be responsible at its own expense for:
8.1. indemnifying WOB (and its employees and agents) in respect of any claims which may be made against WOB (or its employees and/or agents) as a result of moving Goods across international borders
8.2. the giving of all such notices as required in accordance with the relevant local authority requirements in connection with the import / export of Goods between all and any international territory
9.1. Subject to the conditions set out below in clauses 8, 9 and 10 WOB warrants that the Goods will correspond with the description of the Goods in the Order
9.2. The warranty above is given by WOB subject to the following conditions:
9.2.1. WOB shall be under no liability in respect of any perceived difference in condition from that described by WOB.
9.2.2. WOB shall be under no liability in respect of any change in condition arising from fair wear and tear through handling and storage by the Buyer.
9.2.3. WOB shall be under no obligation under the above warranty if the total Price has not been paid by the due date.
9.3. WOB will not be made liable for any loss whether direct or indirect or loss of profit or consequential or any damage as a result of:
9.3.1. any inaccurate or insufficient information given to WOB
9.3.2. failure to use the Goods for any purpose other than the Goods intended use.
9.3.3. any breach of obligations set out in Clause 8
9.3.4. any failure to comply with any applicable legislation or guidelines issued by any authoritative body
10. INTELLECTUAL PROPERTY
10.1. If any claim is made against the Buyer that the Goods infringe or that their resale infringes any intellectual property rights of any other person, then unless the claim arises from any use and changes to the Goods, WOB shall reimburse the Buyer in connection with the claim provided WOB is given full control of any proceedings or negotiations in connection with any such claim and the Buyer shall give all assistance to WOB as it may require and take such steps as WOB may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which WOB is liable to indemnify the Buyer under this clause
11. BUYER'S INDEMNITY
11.1. The Buyer shall indemnify WOB and keep it indemnified against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect of or in relation thereto.
12. INSOLVENCY OF BUYER
12.1. If the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt or becomes subject to an administrative order or goes into liquidation or WOB reasonably apprehends that any of the events mentioned above is about to occur then WOB is entitled to cancel any unfulfiled Order or suspend any further deliveries under any Order from the Buyer without any liability to the Buyer, and if the Goods have been delivered and not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.1. WOB shall not be liable to the Buyer or be deemed to be in breach of the Order by reason of any delay in performing, or any failure to perform, any of WOB's obligations in relation to the Goods, if the delay or failure was due to any cause beyond WOB's reasonable control.
13.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
13.3. No waiver by WOB of any breach of the Order by WOB shall be considered as a waiver of any subsequent breach of same or any other provision.
13.4. If any provision of these 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.
13.5. The Order and its performance shall be governed by the laws of England, and WOB agrees to submit to the non-exclusive jurisdiction of the English court.