1. General DefinitionsIn these Terms & Conditions the following expressions indicate the meanings shown:
- the Company means Geographers' A-Z Map Company Ltd.
- the Purchaser means any person - singly or jointly - or company who orders goods or services from the Company and is named as purchaser on any invoice or other document issued by the Company.
- the Products means any map, atlas, CD-ROM, digital data or reproduction authorisation produced, supplied or granted by the Company and specified on any quotation, delivery note, invoice or other document issued by the Company.
- the Order means the order - verbal or written - placed by the Purchaser for the supply of Products.
2. Sale Basis
Any Order placed by the Purchaser shall be dealt with under these Terms & Conditions unless variations have been agreed in writing by the Company. All terms and conditions of the Purchaser, whether included on its purchase order, acknowledgement of order or otherwise are expressly hereby excluded.
The price of the Products supplied shall be that appearing on the relative quotation, delivery note or invoice supplied by the Company.
As soon as the Order has been delivered or despatched in its entirety the Company will create an invoice which will be forwarded, at the latest, at the beginning of the month following delivery or despatch, to an address designated by the Purchaser. Invoices may be sent out earlier if requested by the Purchaser.
5. Credit Accounts
The Company may, at its discretion, open a credit account for the Purchaser subject to the satisfactory completion of an application form (and the making of any credit checks in accordance with Company policy from time to time) or as otherwise agreed in writing. The period and amount of credit granted will be advised to the Purchaser and will appear on each monthly statement. The Company reserves the right to amend the period and amount of credit granted at its own discretion.
6. Trade References
The Company reserves the right to consult whomsoever it considers appropriate for the purpose of obtaining trade references about the Purchaser and will record information in respect of such opinions.
The Purchaser shall make full payment to the Company within thirty days of the end of the month of delivery of the Products unless an extended credit period has been agreed in writing between the parties. The Company reserves the right, at its sole discretion, to request immediate payment in respect of products ordered. Should the Purchaser exceed their credit period or credit limit the Company reserves the right to:
7.1 suspend the supply of Products until such time as the situation is rectified.
7.2 charge interest on the overdue amount at the rate of 3% per annum over the base lending rate for the time being of The Bank of England until payment in full in cleared funds is received by the Company.
7.3 terminate all the Purchaser's Orders and require immediate repayment of all sums owing to the Company by the Purchaser on any account whatsoever.
8.1 All Products supplied by the Company to the Purchaser remain the property of the Company until such time as all monies due in payment therefore have been credited to the Company's bank account in cleared funds.
8.2 Any reproduction authorisation granted by the Company to the Purchaser remains invalid until such time as all monies due in payment thereof have been credited to the Company's bank account in cleared funds.
The Products purchased will be delivered by the Company at the Company's expense as follows:
9.1 to any address on the UK mainland as supplied by the Purchaser.
9.2 by the Purchaser collecting the Products from the Company's premises.
Exceptions to the above:
9.3 special orders for non-stock items will be subject to a carriage charge as advised in the Company's quotation.
9.4 orders may be subject to a carriage charge, variable according to the size, weight and quantity of the product(s) ordered, which will be charged to the Purchaser at the Company's usual postage rates for deliveries in the UK mainland. Deliveries outside the UK mainland will be charged to the Purchaser at the Company's usual postage rates for deliveries outside the UK mainland.
10. Intellectual Property Rights
10.1 All intellectual property rights, including trademarks and mapping copyright shall remain the exclusive property of the Company and will not under any circumstances pass to the Purchaser.
10.2 No part of the Product may be modified, altered, copied, resold,
reproduced, hired, rented or commercially exploited in any way. The Company issues separate licences in relation to the commercial exploitation of its mapping, data and other products. Applications for any such licences must be made to The Copyright Department, Geographers' A-Z Map Company Ltd, Tel: 01732 783420 firstname.lastname@example.org. The Purchaser will ensure that all its employees, agents and customers are aware of the above.
11.1 Goods in transit and shortages. Any claims for goods damaged in transit or omitted from delivery should be made within one week of receipt of delivery, quoting all relevant documentation.
11.2 Faulty copies. Any item found to be faulty as a result of a production error should be returned to the Company premises or to a representative for credit or replacement.
11.3 Old / superseded editions. All old editions must be returned within 120 days from the date when they are superseded or discontinued in order to receive a credit.
11.4 All publications to be returned must be sent to the Company Head Office or uplifted by a Company representative. The whole publication in good condition is required to receive a credit; we cannot accept covers or title pages alone.
11.5 Geographers' A-Z Map Company Ltd cannot issue a credit or refund for any title not supplied by the Company.
11.6 Bespoke publications or titles taken for promotion are supplied on a firm sale basis and cannot be returned for credit unless otherwise agreed at the time of delivery.
11.7 The Company reserves the right not to accept credit claims for soiled or damaged publications other than the shortages or production errors specified in clauses 11.1 and 11.2.
12.1 It is the Purchaser's responsibility to ensure that the Products are fit for their purpose. Accordingly, the Company gives no warranty as to the accuracy, fitness for purpose, performance, satisfactory quality, or use of Products. Further, the Company hereby excludes to the fullest extent permissible by law all warranties (save for any warranty of title in relation to the Products), conditions or terms which may be implied by common law, statute or otherwise including, but not limited to, any regarding the accuracy, fitness for purpose performance, satisfactory quality or use of the Products. Where the Purchaser is a consumer, the Purchaser's statutory rights are not affected.
12.2 The Company accepts liability for death or personal injury to the extent it results from the negligence of the Company, or of its employees or agents in the course of their engagement hereunder.
12.3 In no event shall the Company be liable in contract, tort (including negligence) or otherwise and whatever the cause to the Purchaser for any special, indirect or consequential damages (including but not limited to loss of profit, business, contracts, revenues or anticipated savings or for any
increased costs or expenses) caused or suffered by the Purchaser.
13.1 The Purchaser shall not be entitled to assign, novate or transfer the whole or any part of the benefit of this Agreement or any obligation under it to any party without the prior written consent of the Company. This consent is at the Company's sole and absolute discretion. The Company shall be entitled to assign, novate or transfer the whole or any part of this Agreement or any obligations under it to any person without requiring the Purchaser's consent.
13.2 If any provision of this Agreement is held to be unenforceable, invalid or illegal that shall not affect the enforceability, validity or legality of any other provision.
13.3 This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter and supersedes any other agreements, understandings, representations (other than fraudulent) or warranties written or verbal, that the parties hereto may have had or given, and each party warrants to the other that it has not relied on any such representation or warranty in entering into this Agreement.
13.4 No failure or delay by any party in exercising any right, power or privilege under this Agreement shall impair such right, power or privilege or be construed as waiver thereof. Any waiver must be in writing and specify the right waived. The rights and remedies of any party herein provided are cumulative and not exclusive of any rights and remedies provided by law.
13.5 All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out on the front page of this Agreement or such other address as the recipient may designate by notice given in accordance with this Clause. Any such notice may be delivered personally, by first class pre-paid letter, or email@example.com and shall be deemed to have been received where the notice has been sent by post within two working days, or where the notice is sent by hand or is given by firstname.lastname@example.org, simultaneously with the delivery or transmission provided that where notice is given by email@example.com the sender received electronic confirmation of an error free transmission.
13.6 This Agreement shall be governed by English Law and the parties submit themselves to the exclusive jurisdiction of the English Courts.