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Terms of Sale for Direct Delivery Trade Customers
The following Terms are applicable only for Trade customers who are purchasing orders fulfilled and invoiced directly by Usborne, and who have been directed to this page by their Usborne Sales Representative.
If you are unsure if these Terms apply to you, please speak to your Representative.
If you are not a trade customer, please see our general Terms and Conditions page
Terms last updated February 2021
Conditions: the terms and conditions set out in this document as may be amended from time to time in accordance with clause 16.
Contract: the contract between Usborne and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or company who purchases Goods from Usborne.
Delivery Location: has the meaning given in clause 3.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control including, without limitation, (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service.
Goods: the goods (or any part of them) set out in the Order which may consist of books, printed materials and toys.
Order: the Customer's order for the Goods.
Territory: unless agreed otherwise in writing, the country in which the Delivery Location is based.
Usborne: Usborne Publishing Limited (registered in England and Wales with company number 01124359) whose registered office is at 83-85 Saffron Hill, London EC1N 8RT.
1.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2. A reference to a party includes its successors and permitted assigns.
1.3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4. Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5. A reference to writing or written includes email.
2.1. Except as set out in clause 2.2, these Conditions shall apply to each Order to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. If the Customer has signed a Sales or Export Agreement with Usborne which is currently in force and applies to the goods being ordered, the terms of that agreement will govern the Order instead of these Conditions.
2.3. Each Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and any additional terms stated in the order confirmation. If there is any inconsistency between any of these Conditions and the order confirmation, the order confirmation shall take precedence.
2.4. The Customer is responsible for ensuring that the terms of each Order are complete and accurate.
3.1. Usborne will ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
3.2. Usborne will deliver the Goods to the Customer’s address confirmed in writing to the Customer when each Order is placed (Delivery Location).
3.3. Delivery will be complete on the arrival of the Goods at the Delivery Location. The Customer is responsible for the unloading of the Goods at the Delivery Location and any onward transportation to the Customer’s premises.
3.4. If the Customer does not accept delivery of the Goods at the Delivery Location, Usborne may charge the Customer for storage costs and any additional transportation costs.
3.5. Usborne will use reasonable endeavours to inform the Customer of the proposed delivery date of each Order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Usborne will not be liable for any delay in delivery of the Goods from an estimated delivery date.
3.6. Usborne may deliver the Goods by instalments. Usborne may invoice the Customer for each instalment separately.
3.7. It is the responsibility of the Customer to inspect the Goods on delivery and notify Usborne as soon as possible of any shortage, damage to Goods or non-delivery. For the avoidance of doubt, nothing in these Conditions will entitle the Customer to reject Goods for short delivery.
4. Risk and title
4.1. Risk in the Goods will pass to the Customer on completion of delivery of the Goods at the Delivery Location and the Customer will be responsible for insuring the Goods from the time they arrive at the Delivery Location.
4.2. Title to the Goods will not pass to the Customer until the earlier of the date on which:
4.2.1. Usborne receives payment in full in accordance with clause 7.5.2 for the Goods and any other goods that Usborne has supplied to the Customer in respect of which payment has become due, in which case title to the Goods will pass at the time of payment of all such sums; and
4.2.2. the Customer resells the Goods, in which case title to the Goods will pass to the Customer at the time specified in clause 4.4.
4.3. Until title to the Goods has passed to the Customer, the Customer will:
4.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Usborne's property;
4.3.2. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price;
4.3.3. notify Usborne immediately if it becomes subject to any of the events listed in clauses 11.1.2 to 11.1.4; and
4.3.4. give Usborne such information relating to resales of the Goods as Usborne may require from time to time.
4.4. Subject to clause 4.5, the Customer may resell the Goods in the ordinary course of its business before the Customer has made payment for the Goods. However, if the Customer resells the Goods before that time:
4.4.1. it does so as principal and not as Usborne’s agent; and
4.4.2. title to the Goods will pass from Usborne to the Customer immediately before the time at which resale by the Customer occurs.
4.5. If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clauses 11.1.2 to 11.1.4 or clause 12, or commits a material breach which entitles Usborne to terminate the Contract, then, without limiting any other right or remedy Usborne may have:
4.5.1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
4.5.2. Usborne may:
(i) require the Customer to deliver up all Goods in its possession that have not been resold; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5.1. Usborne warrants that, on delivery, the Goods will:
5.1.1. conform with their description;
5.1.2. be free from material defects in design, materials and workmanship; and
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2. Subject to clause 5.3, if:
5.2.1. the Customer notifies Usborne in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
5.2.2. the Customer (if asked to do so) returns such Goods to Usborne,
Usborne will, at its option subject to it being satisfied that the returned Goods were defective when despatched, replace any Goods it finds to be defective, or refund the price of the defective Goods in full.
5.3. Usborne will not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2. the defect arises because the Customer failed to follow Usborne’s instructions or (if there are none) good trade practice as to the storage of the Goods; or
5.3.3. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, Usborne will have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.1. The Customer will comply with any restrictions in relation to the resale of the Goods which are notified in writing by Usborne in relation to: (i) the earliest date that the Customer may make any of the Goods available for sale in the Territory; and (ii) the channels via which the Goods may be resold.
6.2. If the Territory is within the European Economic Area (EEA), the Customer may not resell the Goods to customers based outside the EEA. If the Territory is outside the EEA, the Customer may not resell the Goods to customers based outside the Territory.
6.3. The Customer will ensure that any retailers to whom it supplies Goods for resale are notified of and comply with any restriction notified under clause 6.1 relating to the earliest date that retailers may make any of the Goods available for sale in the Territory.
6.4. The Customer indemnifies Usborne against all and any loss, damage, costs or expenses incurred by Usborne which arise directly or indirectly from any breach by the Customer of clause 6.1 or clause 6.2 or breach of any restriction notified under clause 6.2 by any of the Customer’s retailers.
7. Price and payment
7.1. The price of the Goods will be the price quoted when the Customer places an Order. Prices will be based on Usborne's published price list in force as at the date of delivery subject to any discount that has been agreed between the parties.
7.2. Usborne may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1. any factor beyond Usborne's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2. any request by the Customer to change the delivery date(s) or quantities of Goods ordered; or
7.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give Usborne adequate or accurate information or instructions.
7.3. The price of the Goods:
7.3.1. excludes amounts in respect of value added tax (VAT), which the Customer will additionally be liable to pay to Usborne at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.3.2. unless stated otherwise, includes the costs and charges of packaging, insurance and transport of the Goods to the Delivery Location.
7.4. Invoices for the Goods may be issued by Usborne on or at any time after the completion of delivery.
7.5. The Customer will pay each invoice:
7.5.1. in accordance with the credit terms notified by Usborne to the Customer in writing; and
7.5.2. in full and in cleared funds and in pounds sterling (unless another currency is stated on the invoice) to the bank account notified in writing by Usborne.
7.6. If the Customer fails to make a payment due by the due date, then, without limiting Usborne's remedies under clause 11 (Termination), the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 3% a year above the Lloyds Bank plc base rate from time to time, but at 3% a year for any period when that base rate is below 0%.
7.7. If payment of any invoice is overdue, then all amounts currently outstanding will become immediately due and payable.
7.8. All costs incurred by Usborne in recovering overdue debts will be payable by the Customer.
7.9. Credit notes for returns issued by Usborne may only be applied against amounts outstanding after the payment date of the original invoice has passed and the invoice has been paid in full.
7.10. The Customer acknowledges that invoices may be issued and payment collected either by Usborne or by a nominated third party on Usborne’s behalf and these Conditions will apply whether invoices are issued by Usborne or by its nominated third party.
8. Taxes and duties
Where the Customer is based outside the UK, unless agreed otherwise in writing the Customer shall be responsible for arranging customs clearance for the Goods and for the payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale or other distribution of the Goods.
9. Intellectual property
9.1. The Customer acknowledges and agrees that Usborne is and will continue to be the exclusive owner and holder of any and all intellectual property rights (including but not limited to the copyright) in the Goods and any Usborne trade marks featured on the Goods. The Customer is not allowed to use any Usborne trade marks or branding for advertising purposes except with the prior written permission of Usborne and strictly in accordance with any guidelines issued by Usborne from time to time. The Customer acknowledges that permission to use Usborne trade marks and branding may be withdrawn at any time by Usborne on 30 days’ written notice (in which case the Customer will cease to use the Usborne trade marks and branding by the end of such notice period) and such permission will automatically terminate on termination of the Contract.
9.2. The Customer will immediately notify Usborne if it becomes aware of:
9.2.1. any actual, suspected or threatened infringement of any Usborne trade marks or copyright in the Goods in the Territory;
9.2.2. any proceedings in the Territory in which the ownership, validity or registration of any Usborne trade marks or the copyright in the Goods is called into question; or
9.2.3. any claim by any third party that the import or sale of the Goods in the Territory infringes any rights of any other person.
10. Limitation of liability
10.1. The limitations on liability in this clause 9 apply to every liability arising under or in connection with these Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
10.2.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.2.2. fraud or fraudulent misrepresentation;
10.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.2.4. defective products under the Consumer Protection Act 1987.
10.3. Subject to clause 10.2, Usborne's total liability to the Customer under each Order will not exceed the total amount payable by the Customer to Usborne under the Order.
10.4. Subject to clause 10.2, the following types of loss to the Customer are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.
11.1. Without limiting its other rights or remedies, Usborne may terminate the Contract and all current Orders with immediate effect by giving written notice to the Customer if:
11.1.1. the Customer commits a material breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
11.1.2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4. the Customer's financial position deteriorates to such an extent that in Usborne's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2. Without limiting its other rights or remedies, Usborne may terminate the Contract and all current Orders with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment.
11.3. On receipt of notice of termination from Usborne under clause 11.1 or clause 11.2, the Customer will immediately pay all of Usborne's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Usborne will submit an invoice, which will be payable by the Customer immediately on receipt.
11.4. Termination of the Contract, however arising, will not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. Force majeure
Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If a period of delay or non-performance continues for 4 weeks or more, the unaffected party may terminate any affected Orders by giving 14 days' written notice. For the avoidance of doubt, a party may not rely on a Force Majeure Event for any delay or failure to make any payment under the Contract when it is due.
13.1. The Customer undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Usborne, except as permitted by clause 13.2.
13.2. The Customer may disclose Usborne’s confidential information:
13.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customer’s rights or carrying out its obligations under the Contract. The Customer will ensure that its employees, officers, representatives or advisers to whom it discloses Usborne’s party's confidential information comply with this clause 13; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. The Customer will not use Usborne’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.4. Any breach of this clause 13 shall be deemed to be an irremediable, material breach of the Contract.
13.5. The Customer indemnifies Usborne against all and any loss, damage, costs or expenses incurred by Usborne which arise directly or indirectly from any breach by the Customer of its obligations under this clause 13.
14.1. Usborne may at any time assign, transfer, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Contract (including to nominate a third party to issue invoices and collect payment on its behalf).
14.2. The Customer may not assign, transfer, subcontract, delegate or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Usborne.
15. Entire agreement
The Contract (and the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
16. Changes to these Conditions
Usborne reserves the right to amend these Conditions from time to time. After any update, the amended version of these Conditions will apply to all future Orders. The current version of these Conditions will be made available to the
Customer each time it places an Order and it is the responsibility of the Customer to check these Conditions to ensure it understands the terms that apply at that time.
17. No waiver
17.1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
17.2. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.
18.1. Any notice given to a party under or in connection with the Contract will be in writing and will be:
18.1.1. delivered by next working day delivery service at its registered office; or
18.1.2. sent by email to the address notified by the other party in writing.
18.2. Any notice will be deemed to have been received:
18.2.1. if sent by next working day delivery service, at 9.00 am on the second working day after posting; and
18.2.2. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume provided the recipient has not received notification that the email has failed to be delivered.
18.3. This clause does not apply to the service of any proceedings or other documents in any legal action.
19. Third party rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
20. Governing law and jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.