Terms & Conditions
The following terms of sale and supply shall apply to each order for the supply of goods on behalf of ACC Distribution Limited. Acceptance of customers orders shall be subject to these terms and conditions, may be altered only with the Company’s consent in writing and cannot be altered by Customer’s terms of purchase.
In these conditions of supply: “Carrier”: means the agent or agents from time to time of the company for the carriage of goods. “Company” means ACC Distribution Ltd. “Customer” is a person contracting with the Company for the supply of Goods by the Company as agent for a Publisher under a contract for the purchase of the Goods. “Goods”: means books, printed sheets, printed cards, magazines, cassettes, magnetic tapes, computer tapes, records, video discs, selling aids and all other items which the Company offers for sale. “Publication Date”: is that date in respect of any of the Goods which is shown on the invoice or despatch documentation or which the Company otherwise indicates as the first day they may be sold to the general public.
Goods will be delivered to the delivery address shown on the Company’s invoice and, if none is shown to the person to whom the invoice is addressed/despatched. Any delivery dates are given as estimates only and in no circumstances shall the Company be liable for late delivery beyond such date. Neither the Company nor the carrier is obliged to provide loading or unloading facilities on delivery.
3 PUBLICATION DATES: COPYRIGHT
Goods must not be sold to the general public before the Publication Date. Goods may be subject to copyright protection as stated thereon.
Goods should not be returned to the Company unless previously authorised in writing by the Company or accompanied by the publisher’s relevant authorisation slip. Only authorised returns in mint condition will be credited to the Customer.
The Customer acknowledges that the Company may change prices without notice or after Goods are invoiced. Unless otherwise agreed by the Company in writing invoiced prices will include packing and delivery within the UK. VAT will not apply unless required by law. Any special request by the customer for Goods to be delivered by any means other than the Company’s normal arrangements(for example remainders or other discounted deals where prices exclude packing or delivery) shall be subject to an additional charge to cover the extra cost.
(a) Payment is due to the Company and shall be made on or before the last working day of the month following the month during which the invoice was dated. Any extension of time to pay shall not be effective unless agreed to in writing by the Company. Amounts may not be withheld or delayed by the Customer for unauthorised returns or otherwise without the written agreement of the Company.
(b) The Company reserves the right to charge interest on a daily basis from the date payment is due until the date payment is received. The basis of the interest will be 3% above HSBC Bank plc base rate from time to time in force.
(c) All costs incurred in recovering overdue debts including, without limitation, legal
expenses will be payable by the Customer.
(d) The Company may terminate this agreement and/or withhold further supplies in the event of amounts payable being overdue, breach of any of these terms and conditions of supply or any other reason which at the discretion of the Company warrants such action.
(e)If payment is overdue in whole or in part then the whole of any amounts outstanding to the Company shall immediately become payable whether or not such monies would have been payable at that time.
(f) Any credit notes issued by the Company shall only be allowed after the payment date of the original invoice has passed and payment has been made. In the case of approved returned books, credit notes can only be allowed in accordance with the agreed credit period applied from the date of the credit issued.
7 PROPERTY AND RISK
(a) Title to any Goods supplied at any time to the Customer by the Company shall not pass to the Customer, notwithstanding delivery of any Goods or any documents representing them .until payment in full for any and such Goods supplied and all other amounts on any account whatsoever due from the Customer to the Company has been made in full by the Customer.
(b) Until the passing of property under Clause 7(a) above the Customer shall be bailee of the Goods for the Company and:
(i)shall keep the Goods in its possession and control, intact and in good condition:
(ii) pending the passage of property in the Goods under Clause 7(a) above, the Customer shall not dispose of , charge or incumber any of the Goods or purport to do so except that the Company licenses the Customer to dispose of Goods on arm’s length terms in the ordinary course of its business.
(c) The Company shall be entitled at any time before the passing of the property in the Goods under Clause 7(a) above, to terminate the licence granted to the Customer under Clause 7(b)(11) above and to enter upon the Customer’s premises (or any other premises where the Goods are kept) for the purpose of removing them.
(d) The illegality or unenforceability of any part of Clause 8 shall not affect the validity and enforceability of the remainder of Clause 8 and if any part of Clause 8 is held not to be valid but would be valid if part of the wording were deleted. or modified then that provision shall apply with such modification as may be necessary to make it enforceable.
(e) All Goods supplied by the Company are at the Customer’s risk from the time they are received at the Customer’s delivery address or, if the Customer is responsible for collecting the Goods, from the time they leave the Company’s premises, the Customer will be responsible for insuring the Goods while they are at its risk.
(a) The Company shall be liable for death or personal injury resulting from negligence of the Company its servants or agents (but not independent contractors) while acting in the course of their employment by the Company or for breach by the Company of any undertaking as to title implied by the supply of Goods and Services Act 1982.
(b) The Company dues not make or give any warranty representation or undertaking as to the quality of the Goods, their correspondence with description or fitness for purpose, that the Goods are not defamatory, injurious, obscene, unlawful or in breach of copyright or in any other manner whatsoever.
(c) Without prejudice to the foregoing provisions of this clause for any damage in or shortages in Goods delivered must be notified to the Carrier and the Company at the time of delivery and confirmed to the carrier and the Company in writing within 5 working days thereafter. Written notice of claims for non-delivery must be given to the Company within 14 days of the statement date. On no account will claims be considered if notified outside these periods.
(d) Subject to the foregoing provisions of this clause the Company shall not under any circumstances be liable to the Customer or any successor or assignee of the Customer in respect of any loss of whatsoever nature occurring to the Customer arising from the supply of Goods or from non-delivery, delayed delivery, damage to or loss of the Goods owing to an act or omission by the Company (including negligence) or any other cause not within the Company’s control including (without limitation) fire, flood, accident, strike, riot, lock-out, trade dispute, industrial action, terrorism, nuclear accident, war, insurrection, act or restraint of Government.
(a) This agreement shall be terminated if an order is made for bankruptcy of or an resolution is passed for the winding-up of the Customer or if the Customer being a Company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any statutory re-enactment or modification therof, or makes a composition with creditors of if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Customer.
(b) The Company may terminate this Agreement on one month’s written notice to the Customer at any time.
(c) If the Agreement between the Company and a Publisher is terminated for any reason or if a Resolution is passed for the winding-up of a Publisher or a Publisher is unable to pay its debts within the meaning aforesaid or makes a composition with creditors or a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of the whole or any part of the assets of a publisher, the Company may terminate this Agreement forthwith or any time thereafter in relation to the Goods supplied by that Publisher.
(d) The termination of this Agreement shall not affect any rights or obligations of the parties hereto arising prior to such termination.
10 OVERSEAS CUSTOMERS
Goods supplied to overseas Customers are supplied FOB provided that to the extent that the FOB conditions conflict with these terms, these terms shall prevail. Delivery to the Customer’s UK shipping Agent shall constitute delivery to the Customer for the purposes of these terms. Unless otherwise agreed by the Company in writing the Customer shall be responsible for all duties, levies, imports, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.
All contracts under these Terms shall be governed by and construed in accordance with the laws of England and all dispute’s submitted to the exclusive jurisdiction of the English Courts.
Registered Office Address: ACC Distribution, Sandy Lane, Martlesham, Suffolk IP124SD
Tel: 01394 389950 Fax: 01394 389999
Registered in England:1034263 VAT Registration No: GB 285 4413 47