Terms & Conditions

1. INTERPRETATION

1.1.
In these Conditions:-
"Buyer" means the person whose order is accepted by the Seller
"Conditions" means the standard terms and conditions of sale set out below
"Contract" means the contract for the sale of the Goods
"Goods" means the goods which the Seller is to supply in accordance with these Conditions
"Seller" means Librex Educational Limited

2. ORDERS

2.1.  The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions
2.2.  Orders may be submitted by the Buyer by facsimile, telephone or by post
2.3.  The Buyer shall be responsible for ensuring the accuracy of any order and no order may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer indemnifies the Seller in full against all loss incurred by the Seller as a result of cancellation

3. PRICE AND DELIVERY

3.1. The price of the Goods shall be the price listed in the Seller's published price list current at the date of the Buyer's order, subject to any applicable discounts as published from time to time. The Seller's price lists and any discounts are subject to revision from time to time without notice
3.2. Where the Seller agrees to deliver the Goods otherwise than at the Seller's premises the price is exclusive of carriage which shall be payable by the Buyer in addition at cost except that

3.2.1. any single order for any other Goods of £120.00 and over (excluding VAT) in value shall be delivered carriage paid in the United Kingdom mainland only

3.3.  The price of the Goods and (if applicable) delivery is exclusive of any applicable value added tax and other taxes levies or duties which the Buyer shall be additionally liable to pay at the rates applicable at the date of invoice
3.4.  The Buyer shall sign the carrier's document to confirm receipt of the Goods. The Buyer shall notify the Seller immediately in the event of any loss or damage to the Goods, and non-delivery shall be reported by the Buyer within 14 days of the invoice date
3.5.  Delivery shall be made by the Buyer collecting the Goods from the Seller's premises or by the Seller delivering the Goods to a place agreed by the Seller
3.6.  Time for delivery shall not be of the essence and any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery howsoever caused
3.7.  If the Seller fails to deliver the Goods for any reason (other than any cause beyond the Seller's reasonable control or the Buyer's fault), the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer of obtaining similar goods from another source at the best prices reasonably available
3.8.  If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions then, without prejudice to any other right or remedy, the Seller may cancel the Contract or suspend any deliveries to the Buyer

4. PAYMENT

4.1.  The Seller shall invoice the Buyer for the price of the Goods on the date of dispatch or (if the Goods are to be collected by the Buyer) at any time after the Seller has notified the Buyer that the Goods are ready for collection
4.2.  Payment shall be made by the Buyer within 28 days from the date of invoice except that the Supplier receives the right to require payment prior to collection or despatch of the Goods. The time of payment shall be of the essence of the Contract
4.3.  If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy, the Seller shall be entitled to:-

4.3.1.  cancel the Contract or suspend any further deliveries to the Buyer until full payment has been made;
4.3.2.  appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
4.3.3.  charge the Buyer interest on the amount unpaid at the rate of 4 per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made, together with all costs and expenses incurred by the Seller in the collection of overdue monies

5. RISK AND PROPERTY

5.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has first tendered delivery of the Goods
5.2. Not withstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds;-

5.2.1. the price of the Goods; and
5.2.2. all other sums due to the Seller by the Buyer

5.3. Until the property in the Goods passes to the Buyer:-

6. WARRANTIES

6.1.  Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions
6.2.  In relation to any Goods which are not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer of the Goods to the Seller and only insofar as the Seller can assign the same
6.3.  The Seller warrants that any Goods manufactured by the Seller will correspond with their specification and will be free from defects in material and workmanship as at the date of delivery
6.4.  Where any valid claim in respect of any Goods which is based on any shortfall in quantity or any defect in the quality or condition of the Goods is notified to the Seller, the Seller shall (in the case of a shortfall) supply additional Goods to make up the shortfall or (in any other case) shall be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund the Buyer the price of the Goods and (if applicable) delivery (or a proportionate part thereof), but the Seller shall have no further liability to the Buyer

7. LIMITATION OF LIABILITY

7.1.  The Seller shall not be liable to the Buyer by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss of profit, business, goodwill or otherwise), or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer
7.2.  In any case where the Seller, by its negligence or otherwise, is liable for any loss or damage howsoever caused the Seller's liability shall be limited to £2,000,000 for any one event or series of connected events
7.3.  The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations, if the delay or failure was due to any cause beyond the Seller's reasonable control

8. INSOLVENCY ETC OF THE BUYER

If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation or an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Buyer or the Buyer ceases or threatens to cease to carry on business or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then, without prejudice to any other right or remedy, the Seller shall be entitled to cancel the Contract forthwith or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Seller shall be entitled to immediate possession of the Goods and to exercise the rights included in paragraph 5.3.3 above

9. GENERAL

9.1.  No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
9.2.  The Buyer shall not assign, transfer or in any other manner make over to any third party the benefit and or burden of the Contract or any part thereof without the Seller's prior written consent
9.3.  Except in respect of any undisputed credit or payment due and owing by the seller to the Buyer, the Buyer may not withhold payment of any sum due to the seller by reason of any right of set-off or counterclaim which the Buyer may allege to have or for any reason whatsoever
9.4.  If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected thereby
9.5.  The Contract and the construction validity and performance thereof shall be governed by the Laws of England and the parties hereby submit to the jurisdiction of the English Courts in respect of any dispute or proceedings which may arise out of or in connection with the contract.

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