Terms and Conditions of Sale

1. Definitions

1.1.  "Buyer" means the person who buys or agrees to buy Goods from the Seller.

1.2.  "Commitment Fee" means a non-refundable deposit paid by the Buyer as a condition for the preparatory work to be carried out by the Seller in relation to a Purchase Order.

1.3.  "Conditions" means these terms and conditions of sale (as amended from time to time) and any special terms and conditions agreed in writing between the Buyer and the Seller.

1.4.  "Contract" means the contract for the delivery of Goods, comprising a Purchase Order and these Conditions.

1.5.  "Goods" means the bespoke printed goods for which a Purchase Order is placed.

1.6.  "Purchase Order" means an order form sent by the Seller to the Buyer for signature setting out the description, quantity and price of the Goods ordered by the Buyer.

1.7.  "Seller" means Gresham Books Limited.

2. Conditions applicable

2.1.  By delivering a signed Purchase Order to the Seller, the Buyer shall be deemed to have accepted these Conditions.

2.2.  These Conditions shall apply to all orders for Goods placed with Gresham Books Limited to the exclusion of all other terms and conditions unless otherwise agreed in writing with the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in these Conditions.  Nothing in these Conditions shall exclude or limit the Seller’s liability for fraudulent misrepresentation

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

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

3. Prices

3.1.  Subject to paragraph 3.2 and unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out in the Purchase Order.  The Purchase Order shall set out the price per unit and the total cost of the order, including VAT, postage and packing.

3.2.  The Buyer acknowledges that the Seller may change its prices without notice in the event of a change in the price charged to it by its own suppliers.  This may be after the date on which the Purchase Order is accepted, in which event the Seller shall notify the Buyer as soon as practicable after receiving notice of such change.

3.3.  In line with generally accepted printing industry practice, the quantity of Goods delivered may vary from the ordered quantity by up to five per cent and the Seller shall invoice the Buyer for the quantity delivered at the agreed unit price.

4. Orders and Payment

4.1.  The Seller may require payment of a Commitment Fee on completion of an initial estimate prior to preparation of a proposed Purchase Order for the Buyer.  This Commitment Fee shall be non-refundable.  If a Commitment Fee is required, the Seller shall not prepare a proposal for approval by the Buyer until such fee has been paid.

4.2.  An order shall be placed when the Buyer returns a signed Purchase Order to the Buyer together with a deposit of an amount equal to 50% of the total order price as stated on the Purchase Order. 

4.3.  Any Commitment Fee previously paid by the Buyer in connection with an order shall be deducted from the deposit payable in accordance with clause 4.2.

4.4.  The Seller shall raise and send an invoice to the Buyer for the balance of any outstanding amounts upon delivery of the Goods.

4.5.  Unless otherwise specified by the Seller, invoices are due for payment 30 days from the date of the invoice.

4.6.  Discounts are only applicable to invoices which are not overdue for payment.  Any discount given by the Seller shall be withdrawn upon any invoice becoming overdue and a further invoice shall be raised for any discount the Buyer was credited on the original invoice.

4.7.  All costs incurred by the Seller in recovering overdue debts including, without limitation, legal expenses will be payable by the Buyer on demand.

4.8.  The Seller reserves the right to claim interest on all overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of eight per cent above the Bank of England base rate for the time being in force for the period from the date the invoice becomes due until the date of payment.

5. The Goods

5.1.  The quantity and description of the Goods shall, subject to clause 3.3, be as set out in the Purchase Order.

5.2.  The Seller shall send to the Buyer a proof of the Goods ordered.  The Seller undertakes to make any alterations that the Buyer requests and to supply further proofs upon request.  The Seller reserves the right to charge an additional amount for extensive alterations or material added or deleted at proof stage.  The Buyer shall be required to confirm its acceptance of the final proofs in writing and shall be liable for the full cost of any Goods delivered which correspond to the approved proofs.

5.3.  The Seller shall obtain all copyright permissions which are required and shall be responsible for sending any copies of the publications which may be required by copyright holders.  It is the responsibility of the Buyer to notify the Seller of any copyright permissions required.  The permission fees incurred by the Seller shall be payable by the Buyer and shall be included in the Purchase Order or, if the requirement for permission was not notified to the Seller at the time the order was placed, included in the final invoice submitted to the Buyer.  The Seller shall prepare the acknowledgement pages and on-page acknowledgements where required and shall review this information before the Goods are printed. 

6. Delivery, performance and liability

6.1.  The Seller shall use its reasonable endeavours to deliver the Goods within a reasonable time after the placing of the Purchase Order.   

6.2.  Subject to these Conditions, the Seller shall not be liable for any direct, indirect or consequential losses (which include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar losses), costs, damages, charges or expenses, in each case caused directly or indirectly by any delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate or rescind the Contract.

7. Damages and shortages

7.1.  Any damages or shortages must be noted on the carrier’s delivery note and notice in writing given to the Seller within three days of receipt of the Goods for any credit to be given.  Subject thereto, the Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.

7.2.  After acceptance, as defined in clause 7.1, the Buyer shall not be entitled to reject Goods unless they are faulty.

7.3.  Goods shall only be considered faulty where there is a material difference between the proof approved by the Buyer and the Goods delivered.

8. Returns

8.1.  No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without the prior written approval of the Seller and on terms to be determined at the absolute discretion of the Seller.

8.2.  Goods returned without the prior written approval of the Seller may, at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies that the Seller may have.

9. Title and risk

9.1.  The Goods shall be at the Buyer’s risk as from delivery.

9.2.  In spite of delivery having been made, property in the Goods shall not pass from the Seller until the Buyer shall have paid the purchase price (plus VAT where applicable) in full and no other sums whatever shall be due from the Buyer to the Seller.

9.3.  Until ownership of the Goods has passed to the Buyer, the Buyer shall:

9.3.1.  hold the Goods on a fiduciary basis as the Seller’s bailee;

9.3.2.  store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party;

9.3.3.  not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

9.3.4.  maintain the Goods in a satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.

9.4.  The Buyer’s rights to possession of the Goods prior to ownership passing to the Buyer under paragraph 10.3 shall terminate immediately if:

9.4.1.  the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

9.4.2.  the Buyer suffers or allows any exception, whether legal or equitable, to be levied in its property or obtained against it, or fails to observe or perform any of its obligations under the contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

9.4.3.  the Buyer encumbers or in any way charges any of the Goods.

9.5.  The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.

9.6.  The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

10. Remedies of Buyer

10.1.  If the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.

10.2.  If the Buyer accepts or is deemed to have accepted any Goods then, subject to paragraph 7.2, the Seller shall have no liability whatever to the Buyer in respect of those Goods.

10.3.  The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

11. Limitation of Liability

11.1.  The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

11.1.1.  any breach of these conditions;

11.1.2.  any use made by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3.  any representation, statement or tortuous act or omission, including negligence, arising under or in connection with these Conditions.

11.2.  All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3.  Nothing in these Conditions excludes or limits the liability of the Seller:

11.3.1.  for death or personal injury caused by the Seller’s negligence;

11.3.2.  under section 2(3) of the Consumer Protection Act 1987; or

11.3.3.  for any matter which it would be illegal for the Seller to exclude, or attempt to exclude, its liability.

11.4.  Subject to paragraphs 11.2 and 11.3:

11.4.1.  the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the price of the Goods; and

11.4.2.  the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12. Severance

If any part of these Conditions is found by any courts of competent jurisdiction or other competent authority to be invalid unlawful or non enforceable then such part shall be severed from the remainder which shall continue to be valid and enforceable to the fullest extent permitted by law.

13. Governing law

These Conditions and any dispute or claim arising out of or in connection with the Contract shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from the Contract.