General
1) These terms and conditions are incorporated into all contracts for the supply of goods ("Goods") Wildy & Sons Limited ("the Supplier"). They supersede any previously issued Terms and Conditions of Supply.
2) Goods supplied may differ in non-material respects from those advertised in the Supplier’s catalogue or other promotional material.
3) These terms and conditions will be interpreted in accordance with the Laws of England and Wales.
Price
4) Subject to paragraphs 5 and 6 below the price payable for Goods shall be the total price specified in the Publisher’s current price list or catalogue, less any discounts agreed in advance in writing by the Supplier and plus the applicable cost of packaging, postage and delivery ('Delivery Charges). Prices and Delivery Charges may be subject to change without notice where such change is due to circumstances beyond the reasonable control of the Supplier.
5) Discounts agreed by the Supplier as at the date of these terms and conditions shall continue to have effect for the remainder of the term of the relevant agreement.
6) All prices are not inclusive of VAT which shall be payable in addition by the Customer at the applicable rate.
Payment Terms
7) Unless otherwise agreed in writing by the Supplier all invoices are payable within thirty (30) days of the date of invoice, in the currency of the invoice, drawn on a bank based in the UK or by such other method as is agreed in advance by the Supplier.
8) Failure to pay all amounts due by the due date may result, at the Suppliers absolute discretion, in:-
a) withholding of further supplies including supplies in respect of which the customer has already made payment in full; and/or.
b) charging of interest on amounts outstanding at the rate of 4% above Royal Bank of Scotland base rate from time to time.
Credit Terms
9) The Supplier may set and vary credit limits from time to time and withhold all further supplies if the customer exceeds such credit limit.
Subscriptions
10) Pay In Advance ('PIA Subscriptions’)
a) PIA Subscriptions commence on the date of order or other date specified by the Supplier ('Commencement Date') and continue until terminated by the Supplier by no less than 30 days written notice or by the Customer 30 days prior to an anniversary of the Commencement Date or within 30 days of the Supplier's notice given under paragraph 14(c) below, whichever is the later.
b) The price for the first year of any PIA subscription is the Publisher's list price at the date of the order. The price for subsequent years is the Publisher's list price at the anniversary of the Commencement Date and as may be notified in any renewal invoice.
c) The Supplier will notify the customer in writing (whether by letter, renewal invoice, fax or email) before each anniversary of the Commencement Date of the price payable for the next 12 months.
11) Pay As You Go ('PAYGO') Subscriptions.
Updates to printed encyclopaedic and loose-leaf services which are not subject to a PIA Subscription will be invoiced upon publication.
Unless a minimum terms is agreed, the Customer may terminate PAYGO Subscriptions by 30 days written notice to expire at any time.
Delivery
12) Orders for printed and CD products are accepted by the Supplier subject to availability of stock and may be delivered in two or more instalments. The Supplier has no liability for any loss of trade or profit to the customer as a result of delay in delivery or delivery of incorrect or faulty goods.
13) Delivery will be made to the address specified on the order by the customer or it’s agent, or to a carrier designated by the customer, or to other such addresses as are notified to the Supplier from time to time.
14) Risk in Goods passes to the customer on delivery under paragraph 17 above. Title to Goods other than updates supplied under PIA Subscriptions will pass to the customer on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
15) Time is not of the essence for delivery of Goods and the Supplier's liability for incorrect delivery or failure to deliver is limited to the replacement of Goods.
Loss or Damage in Transit
16) Claims for damage or partial delivery or complete loss of consignment must be notified within thirty (30) days of the date of invoice.
Returns
17) Returns of printed Goods other than Goods supplied under PIA or PAYGO Subscriptions will be accepted for credit provided they are received by the Supplier within thirty (30) days of the date of invoice and are in a condition fit for re-sale. Refunds will be given only where the Goods returned are in a condition fit for resale and there are no other amounts outstanding and due on the customer's credit account with the Supplier.
Suppliers Liability
18)The Suppliers liability to the customer for negligence, breach of contract and statutory duty is limited to the cost of replacing the goods ordered. It is not intended that any contract between the Supplier and the customer for the supply of Goods should be enforceable by any third party. Nothing in this Agreement is intended to limit liability for death or personal injury.
19) Supplier accepts no liability for any reliance placed upon the contents of any publication supplied. The said material is intended for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice and judgement or to provide legal advice with respect to particular circumstances.
20) Any waiver by the Supplier of any of these terms and conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
Notices
21) Notices sent by the customer must be sent by prepaid post to the Supplier at the address on the most recently delivered invoice. Such notices must state the customers name and (where applicable) account number. Notices sent by the Supplier will be sent to the customer's last known address.
