GRESHAM BOOKS LIMITED
TERMS AND CONDITIONS OF SALE – BESPOKE BOOKS
1.1. Buyer” means the person who buys or agrees to buy Goods from the Seller.
1.2. “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.
1.3. “Contract” means the contract for the delivery of Goods, comprising a Sales Order and these Conditions.
1.4. “Goods” means the bespoke printed goods for which a Sales Order is placed.
1.5. “Sales Order” means an order form sent by the Seller to the Buyer setting out the description, quantity and price of the Goods ordered by the
1.6. “Seller” means Gresham Books Limited, a company incorporated in England and Wales (registered number 1459913), whose registered address is at
The Carriage House, Ningwood Manor, Ningwood, Isle of Wight, PO30 4NJ.
2. Conditions applicable
2.1. By delivering a signed Sales 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.
3.1. 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 Sales Order. The Sales 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. For the avoidance of doubt this would include the Goods comprising a specification (including but not limited to page size, page extent, complexity of typesetting, cost of copyright permissions, covering material, delivery date and delivery costs) differing in any way from the specification set out in the Sales Order. This may be after the date on which the Sales 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. An order shall be placed when the Buyer returns a signed Sales Order to the Buyer together with a deposit of an amount equal to 50% of the total order price as stated on the Sales Order.
4.2. Unless otherwise specified by the Seller, invoices for the balance payment are due for payment on the delivery of the Goods.
4.3. If the Buyer delays delivery of the Goods the Seller reserves the right to request payment of the invoices on the original scheduled delivery date.
4.4. 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.
4.5. All costs incurred by the Seller in recovering overdue debts including, without limitation, legal expenses will be payable by the Buyer on demand.
4.6. 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 Sales 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. The permission fees incurred by the Seller shall be payable by the Buyer and shall be included in the Sales Order. 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 Sales 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.
8.1. 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.
11.1.4. 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.
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.
TERMS AND CONDITIONS OF SALE – TEXT BOOKS
The Contract Between Us
Any contract for purchases made through the website will be with Gresham Books Ltd, whose registered address is The Carriage House, Ningwood Manor, Ningwood, Isle of Wight, PO30 4NJ, company registration number 01459913.
Gresham Books Ltd must receive either payment of the whole of the price for the goods that you order or a purchase order number before your order can be accepted, and the contract formed. The purchase order option is only available to schools and you must have authority on behalf of the school to enter into the contract. Once an order has been received Gresham Books Ltd will confirm your order by sending an email to you at the email address you provide in your registration form. The email will include your name, address, email, the order number and the total price. Gresham Books Ltd acceptance of your order brings into existence a legally binding contract between us on these terms. Any term sought to be imposed by you in your order will not form part of the contract.
Gresham Books Ltd are entitled to withdraw from any contract in the case of obvious errors or inaccuracies regarding the goods appearing on our website. If an error or inaccuracy is discovered with regards to the advertised price of the goods that you have ordered, we will contact you as soon as possible by email. This will be to inform you of the correct price of the goods, and to ask you if you wish to continue with the order at the amended price, or to cancel the order altogether.
Delivery of Goods to You
Gresham Books Ltd will post, or arrange a courier on your behalf, for the goods ordered by you to the person and address you give Gresham Books Ltd at the time you make your order. For goods delivered outside of the EU, the consignee (ie the person to whom the consignment is sent) will be the declarant and importer into the country for which the consignment is destined. The consignee will be responsible for both customs clearance and payment of customs duties and local taxes where required.
Delivery will be made as soon as possible after your order is accepted and in any event within 30 days of despatch of the order. All delivery times quoted on the website are estimates only, based on availability, normal processing and delivery companies.
You will become the owner of the goods you have ordered when the goods are despatched to you from our distribution centre.
If you are ordering goods for delivery outside of the EU, please note that your consignment may be subject to import duties and taxes, which are levied once the goods reach the country of destination. Any such charges levied in relation to customs clearance must be borne by you. It is accepted by you that Gresham Books Ltd has no control over additional charges in relation to customs clearance. Gresham Books Ltd recommend that you check with your local customs officials or post office for more information regarding importation taxes/duties that may be applicable to your online order.
We are happy to refund unwanted items provided they are returned within 30 days. Goods must be returned within 30 days of purchase or receipt (whichever is the later) and be in perfect condition in their original packaging.
Your right to an exchange of faulty/damaged items has a return period greater than 30 days in accordance with your statutory rights.
We will refund to your original payment method.
This is as follows:
If the goods Gresham Books Ltd delivers are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, Gresham Books Ltd shall have no liability to you unless you notify Gresham Books Ltd of the problem within 10 working days of the delivery of goods in question. Contact us.
If you do not receive goods ordered by you within 30 days of the date on which they were despatched to you, Gresham Books Ltd shall have no liability to you unless you notify Gresham Books Ltd within 40 days of the date on which the goods were despatched to you. Contact us.
If you notify a problem to Gresham Books Ltd under this condition, Gresham Books Ltd.’s only obligation will be, at its option, to make good any shortage or non-delivery; to replace or repair any goods that are damaged or defective; or to refund to you the amount paid by you for the goods in question to the original method of payment.
Gresham Books Ltd will not be liable to you for any indirect or consequential loss or damage arising out of any problem you notify to Gresham Books Ltd under this condition and Gresham Books Ltd shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question under the paragraph above.
Nothing in this condition is, however, intended to limit any rights you might have as a consumer under applicable local law that may not be excluded nor in any way to exclude or limit Gresham Books Ltd liability to you for any death or personal injury resulting from its negligence.
Nothing in this contract creates any right which is enforceable by any person who is not a party to the contract.
Gresham Books Ltd shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond its reasonable control.
If any part of these conditions is unenforceable (including any provision in which Gresham Books Ltd excludes its liability to you) the enforceability of any other part of these conditions will not be affected.
The contract between us shall be governed by and interpreted in accordance with English law, and the English courts shall have jurisdiction to resolve any disputes between us.
These Terms and Conditions, together with the current Gresham Books Ltd website prices, delivery details and Gresham Books Ltd contact details, set out the whole of our agreement relating to the supply of the goods to you by Gresham Books Ltd. These Terms and Conditions cannot be varied except in writing signed by a director of Gresham Books Ltd. In particular nothing said by any sales person on behalf of Gresham Books Ltd should be understood as a variation of these Terms and Conditions or as an authorised representation about the nature or quality of any goods offered for sale by Gresham Books Ltd. Gresham Books Ltd shall have no liability for any such representation being untrue or misleading.
The nature of Internet communications means that your communications may be susceptible to data corruption, interception and delays. Gresham Books Ltd shall not be responsible for any detrimental reliance you place on this website or its contents.
Gresham Books Ltd is providing this site and its contents (including any downloadable data or software) on an ‘as is’ basis and makes no representations or warranties of any kind with respect to this site or its contents and disclaims all such representations and warranties, whether express or implied, to the fullest extent permitted by applicable law. In addition, Gresham Books Ltd makes no representations or warranties about the accuracy, completeness or suitability for any particular purpose of the information and related graphics published in this site or that any software or the server that makes it available are free of viruses or other harmful components.
The information contained in this site may contain technical inaccuracies or typographical errors. All liability of Gresham Books Ltd howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by applicable law.
Neither Gresham Books Ltd nor any of its Directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this site in any way. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
All design, text, graphics and the selection or arrangement thereof are the copyright of Gresham Books Ltd, or of other copyright owners. Permission is granted to electronically copy and print in hard copy portions of this site for the sole purpose of placing an order with Gresham Books Ltd, or using this site as a shopping resource. Any other use of materials on this site (including reproduction for purposes other than those noted above and modification, distribution, or republication) without the prior written permission of Gresham Books Ltd is strictly prohibited.
In these Terms and Conditions:-
‘working day’ means every day of a calendar year apart from weekends and statutory and public holidays;
‘us’ means Gresham Books Ltd and you together; and
‘you’ and ‘your’ means the person ordering goods under these Terms and Conditions.