Terms & Conditions
The following terms and conditions apply to all orders for the sale of goods to trade and non-trade customers received by 5m Publishing from the Nottingham University Press Bookshop. All orders are subject to these terms and conditions unless otherwise agreed in writing and signed by an authorised representative of 5m Publishing.
These terms and conditions, and any documents referred to in these terms and conditions:
§ Constitute the entire agreement and understanding of the parties; and
§ Supersede any previous agreement, correspondence or discussions between 5m Publishing and the customer.
Save as agreed in accordance with these terms and conditions, customers' terms of purchase will not apply.
The terms are divided into core terms which apply to both trade and non-trade customers and additional terms which apply to trade customers (ie non-consumers) only.
A. The following terms apply generally to all customers
1. No order submitted to 5m Publishing shall be deemed to be accepted by 5m Publishing unless and until confirmed in writing (by invoice or otherwise) by 5m Publishing .
2. By placing an order the customer acknowledges receipt of and agrees to be bound by these terms and conditions. All goods are supplied by 5m Publishing unless the relevant invoice expressly states otherwise.
3. All 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 prior consent in any form of binding or cover than that in which it is published and without a condition to the same effect as this condition being imposed on the subsequent purchase.
Prices and payment
4. The price of goods is the published price as shown on the invoice less such discount (if any) shown on the invoice. The price is exclusive of any applicable value added or other tax or bank charges which the customer shall be additionally liable to pay to 5m Publishing as shown on the invoice.
5. No settlement discounts or other deductions may be made against amounts due on our invoices or statement.
6. Goods are supplied subject to the credit terms and credit limit separately agreed between the customer and 5m Publishing , as in force at the date of invoice. 5m Publishing reserves the right to exercise complete discretion in respect of credit facilities, which may be withdrawn without notice.
7. Payment shall be in cash, cheque or credit card - Visa, American Express or Mastercard - in sterling.
8. All proforma invoices are subject to the order being accepted and to the availability of the goods. Proformas shall lapse 90 days after issue for the UK and Eire and after 90 days for overseas customers unless otherwise agreed in writing.
9. If the customer fails to make any payment on the due date then, without prejudice to any right or remedy available to 5m Publishing , 5m Publishing shall be entitled to charge the customer interest on the amount unpaid:
i. (if non-trade customer) at the rate of 3% per annum above the National Westminster Bank plc base rate in force from time to time on a daily basis from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same); or
ii. (if trade customer) at the statutory rate together with a fixed sum by way of compensation for late payment each in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on a daily basis from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same).
10. Costs incurred by 5m Publishing in the recovery of debt shall be payable by the customer.
11. 5m Publishing reserves the right to withhold (without prior notice if, at 5m Publishing's sole discretion, immediate action is necessary) 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 5m Publishing's discretion, warrants such action.
Risk and Title
12. Risk of damage or loss of any particular goods supplied by 5m Publishing to customers in the UK and Eire will pass to the customer on delivery of those goods, or, if the customer fails to take delivery of those goods, the time when those goods are tendered for delivery. In the case of overseas sales, the risk will pass to the customer when the goods are delivered to the customer's specified shipper, or, in the case of goods sent by a shipper selected by 5m Publishing , where the goods are delivered to an agreed delivery address.
13. Title and property in any goods, including full legal and beneficial ownership, shall not pass to the customer until 5m Publishing has received full payment (in cash or cleared funds) for all goods delivered to the customer under this and all other contracts between the customer and 5m Publishing . Full payment of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the customer and 5m Publishing .
14. Delivery of goods is at the customer's expense and liability, unless otherwise agreed in writing by 5m Publishing , delivery charges being invoiced at the same time or separately to the invoice of the goods. Non-EU Countries - You are responsible for any duties and taxes that may be payable to Customs prior to your taking delivery. Please inform Nottingham University Press of any documentation required.
14a Orders will be despatched via our normal shipping channel which is not a trackable service and will be sent at your own risk. Should you wish to change this to a trackable service, please let us know and we will arrange for a quotation to be sent to you. We cannot be held responsible for items which are lost in the post as this is outside of our control.
15. Any dates for delivery of goods are approximate only and 5m Publishing shall not be liable for any delay in delivery of any goods howsoever caused.
16. Goods are not supplied on a sale or return basis unless authorised in writing by 5m Publishing .
17. Books will not be accepted for return unless previously authorised in writing by 5m Publishing .
18. Carriage and packing of books returned to 5m Publishing is at the customer's expense and liability.
19. 5m Publishing cannot accept any responsibility for unauthorised returns or for returns of books not supplied by 5m Publishing .
20. All returns should be shipped by a carrier who can provide proof of delivery. 5m Publishing is not liable for any returns lost in transit. Returns remain the property of the customer until received by 5m Publishing .
Queries or claims
21. Any claim for credit or replacement goods must be received in writing at the 5m Publishing address shown on the invoice within 14 days of the date of delivery to the customer within the UK or within 28 days of the date of delivery of goods to a customer outside the United Kingdom (except in the case where the claim is for non-delivery, in which case the time limit will run from the date of invoice). Otherwise 5m Publishing shall have no liability in respect of such claim and the customer will be bound to pay the price as if the goods had been delivered in accordance with the agreement.
Shortages and damages
22. The customer shall inspect the goods within 14 days of delivery and, unless written notification is given to 5m Publishing within this time of any faults or shortages revealed 5m Publishing shall have no liability for such faults or shortages and payment will be due in full.
23. Subject to the customer complying with 22 above, 5m Publishing will replace from stock such goods as are agreed to be faulty and will forward any books found to be missing from the delivery if possible from current stock.
24. If replacement cannot be made from stock, 5m Publishing may issue a credit note for the invoiced value of such stock.
25. Subject to condition 26 the total liability of 5m Publishing to the customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss or damage, costs or expenses arising under or connection with these terms and conditions shall not exceed:
i. 100% of the amount payable by the customer to 5m Publishing under these terms and conditions in respect of the order giving rise to liability; or
ii. if this limitation is adjudged to be unreasonable in the circumstances, the limit of 5m Publishing's liability shall be increased to the amount that 5m Publishing can recover from its insurers for direct loss.
26. 5m Publishing shall not be liable to the customer whether in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, revenue, use, anticipated savings, goodwill, reputation or opportunity, financial or other economic loss or any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising from of or in connection with the terms and conditions. For the avoidance of doubt:
i. 5m Publishing shall not be liable for any delay or failure to perform its obligations under the agreement if any delay or failure was due to any cause beyond 5m Publishing's reasonable control.
ii. 5m Publishing shall not be liable for any loss suffered by the customer arising from the failure of 5m Publishing to fulfil its obligations where such failure is due to events outwith the control of 5m Publishing.
27. Where the goods are sold to a consumer, the consumer's statutory rights are not affected by these terms and conditions.
28. Any agreement for the supply and sale of goods on these terms and conditions shall terminate immediately if any order is made for the customer's bankruptcy, if the customer makes any composition arrangement with its creditors, becomes subject to an administration order, goes into liquidation (other than for the purposes of amalgamation or reconstruction), if an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer, or if the customer, being a trade customer, ceases or threatens to cease to carry on business, or if 5m Publishing believes and of these events is about to occur. If the goods have been delivered but not paid for the price shall become immediately due and payable.
29. 5m Publishing reserves the right (without notice if, at 5m Publishing's sole discretion, immediate action is necessary) to terminate supply or orders of, or (in cases where the order has been despatched) reclaim title and property in, any book which is (or in 5m Publishing's reasonable opinion may become) the subject of a libel action or any similar reason. 5m Publishing disclaims all responsibility for the continuing sale of any publication which 5m Publishing has asked to have withdrawn.
30. The agreement for the supply of goods shall be governed by the laws of England and these terms and conditions will be interpreted in accordance with these laws.
31. If any provision of these terms and conditions is held for any reason to be ineffective or unenforceable this shall not affect the validity or enforceability of the other provisions of these terms and conditions.
32. No waiver by 5m Publishing of any breach of the agreement by the customer will be treated as a waiver of any subsequent breach of the same or any other provision.
33. Variations to these terms and conditions will only be effective if in writing and signed by an authorised representative of 5m Publishing and the customer.
B. The following conditions apply to trade customers only. For the avoidance of doubt, in the event of any conflict between the terms and conditions above and those which apply to trade customer only, the provisions below shall prevail.
1. No order which has been accepted by 5m Publishing may be cancelled by the customer except with the prior written agreement of 5m Publishing.
2. In the case of trade customers with agreed credit accounts, payment for goods supplied must be received by 5m Publishing before the end of the month following the month of invoice unless agreed in writing between 5m Publishing and the customer, or as may be otherwise stated on the invoice. Time of payment shall be of the essence of the agreement.
3. Orders from trade customers who do not have an agreed credit account will normally only be accepted against prepayment in full.
4. If 5m Publishing does not receive (in cash or cleared funds) payment in full of the price of any particular goods, it shall have the right at any time until it receives such payment in full, to retake possession of those goods or, if those goods are no longer in the customer's possession, any other goods supplied by 5m Publishing up to the same value of those goods and to enter any of the customer's premises at any time during normal working hours in order to do so.