UNIVERSITY OF WALES PRESS TERMS OF SALE AND SUPPLY

Any order placed via our web site is automatically acknowledged by the software but this does not imply a binding contract between us. A contract is made when the goods are charged to your credit/debit card and dispatched to you by the University of Wales Press. This does not affect your statutory rights.

The terms of business set out below cancel all previous issues.

1. DEFINITIONS

The 'Press' means University of Wales trading as University of Wales Press.
The 'Customer' means the person, firm or Press with whom a contract for the supply of Goods is reached.

'Carrier' means the carrier appointed by the Press to deliver the Goods to the Customer.

'Goods' means the goods (including any installment of the goods) which the Press is to supply in accordance with these Conditions.

'Terms' means the standard terms and conditions of sale set out in this document and/or as re-issued or revised by the Press from time to time and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Press and the Customer.

'Contract' means the contract for the purchase and sale of the Goods.

'Writing' includes telex, cable, facsimile transmission and comparable means of communication.

2. BASIS OF SALE

(a) The Press's employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Press in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

(b) Any advice or recommendation given by the Press or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Press is followed or acted upon entirely at the Customer's own risk, and accordingly the Press shall not be liable for any such advice or recommendation which is not so confirmed.

(c) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Press shall be subject to correction without any liability on the part of the Press.

3. ORDERS AND SPECIFICATIONS

(a) No order submitted by the Customer shall be deemed to be accepted by the Press unless and until payment has been received by the Press.

(b) The Customer shall be responsible to the Press for ensuring the accuracy of the terms of the order (including any applicable specification) submitted by the Customer, and for giving the Press any necessary information relating to the Goods within such time as is reasonable to enable the Press to perform the Contract in accordance with its terms.

4. DELIVERY

(a) The Press will deliver the Goods ordered to the address specified by the Customer and when delivered at such address the risk in and the responsibility for the goods shall vest in the Customer or if the Customer wrongfully fails to take delivery of the Goods, the time when the Press has tendered delivery of the Goods.

(b) Any dispatch date or delivery time specified is a business estimate only, and the Press shall not be liable for any loss suffered by reason of any failure to comply therewith.

(c) The Goods may be delivered by the Press in advance of the quoted delivery date upon giving reasonable notice to the Customer.

(d) Should expedited delivery or posting be required, whilst every effort will be made to deliver within the time quoted, no warranty is given as to this, and time is not deemed the essence of the contract. Should such delivery or posting necessitate additional costs being incurred, a charge will be made to cover the increased cost, to include expenses or other costs including overtime and wages.

(e) Subject to any special terms agreed in Writing between the Customer and the Press, the Press shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Press shall be entitled to invoice the Customer for the price at any time after the Press has notified the Customer that the Goods are ready for collection or (as the case may be) the Customer has tendered delivery of the Goods.

5. PAYMENT

(a) We will not debit your card until The Welsh Academy Encyclopaedia of Wales is published.

(b) you will not be contacted prior to your card being charged except in the event that your card details have expired. To cancel an order at any point up to the date of publication, the Customer is at liberty to contact the Press and will receive notification that the cancellation has been enacted.

c) Payment to any third party will not discharge the Customer of his liability under any contract with the Press.

(d) The Customer shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against the Press.

(e) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Press, the Press shall be entitled to:

(i) cancel the contract or suspend any further deliveries to the Customer;

(ii) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Press) as the Press may think fit (notwithstanding any purported appropriation by the Customer); and

(iii) charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above Midland Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. CLAIMS

(a) No claims for non-delivery, late delivery or delivery of goods less than the number or amount specified on the invoice, damage or pilferage will be accepted by the Press unless

(i) the claim complies strictly with the procedures set out below and

(ii) the Customer gives all necessary authority and assistance to the Press to enable it to process the claim against the Carrier. Failure to comply strictly with these requirements may lead to claims being rejected or delayed. The liability of the Press will under no circumstances exceed the value of the Goods lost or damaged.

(b) Claims for non delivery: If the Goods have not been received within 28 working days from the date of receipt of the invoice, immediate notification must be made, in writing to the Press quoting full details.

(c) Requests for proof of delivery: Where the Press is requested to furnish proof of delivery the Press reserves the right to charge the Customer with the administration costs and expenses incurred in furnishing such proof except where delivery is shown not to have taken place.

(d) Claims for shortage, pilferage or damage: All packages, cases etc., should be examined externally upon delivery in the presence of the Carrier. Where a delivery of goods differs from that specified on the invoice or appears to have been tampered with or damaged, this should be recorded on the Carrier's delivery sheet, and notification made to the Press and the Carrier within 24 hours. Where packages appear to be in satisfactory condition a clear signature should be given. The contents should be unpacked and checked immediately, and shortage or damage notified within 24 hours, in writing to the Press, giving full details.

7. GOODS RETURNED TO THE PRESS BY CUSTOMERS

(a) The Press is under no obligation to accept the return of Goods from Customers and no return of such Goods should be made without the prior written consent of the Press.

(b) The Press reserves the right to charge the Customer an administration charge in respect of unauthorised returns.

(c) In the event of Goods being returned the Press reserves the right to nominate its own Carrier to return the goods to the Press.

8. PROPERTY

Notwithstanding delivery of the Goods to the customer:

(a) The legal equitable title in the Goods shall not pass to the Customer until all amounts payable in respect of the Goods and all other goods agreed to be sold by the Press to the Customer for which payment is then due are made.

(b) The Customer may sell the Goods by way of a bona fide sale in the ordinary course of its business on its standard terms and conditions and in such event the Customer shall sell as the agent of the Press. The Customer may not otherwise deal with, sell, part with possession of, or otherwise dispose of the Goods until title thereto has passed to the Customer in accordance with 8(a) above.

(c) Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Press shall be entitled at any time to require the Customer to deliver up the Goods to the Press and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

(d) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Press, but if the Customer does so all moneys owing by the Customer to the Press shall (without prejudice to any other right or remedy of the Press) forthwith become due and payable.

(e) If any of the Goods are sold to a third party before title in them has passed to the Customer in accordance with 8(a) above that sale will constitute a sale by the Customer of the Press's property and accordingly the Customer will account the Press for the proceeds of the sale up to the total amount outstanding in respect of the Goods and pending such accounting will hold the same on trust for the Press.

(f) Until title has passed to the Customer in accordance with 8(a) above, the Customer shall keep the Goods fully insured and if the goods are lost, damaged or destroyed shall hold the proceeds of insurance for and to the order of the Press until payment in full of the goods has been made.

(g) The Press shall be entitled to maintain an action for the price of the Goods, notwithstanding that the property in them has not passed to the Customer.

9. LIMITATION OF LIABILITY

(a) The Press shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Press's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Press's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Press's reasonable control:

(i) Act of God, explosion, flood, tempest, fire or accident;

(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition;

(iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(iv) import or export regulations or embargoes;

(v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Press or of a third party);

(vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery;

(vii) power failure or breakdown in machinery.

(b) Where Goods are defective for any reason, lost or damaged the Customer's sole and exclusive remedy and the Press's sole liability (if any) shall be expressly limited, at the Press's election, to rectifying such defect, replacement of the Goods or refund of the purchase price paid to the Press, in no case shall such rectification or replacement exceed the purchase price paid to the Press for the actual defective item.

(c) The Press shall not in any event be liable in respect of any indirect loss or consequential loss or damage sustained by the Customer whether arising out of or in connection with this Agreement. "Consequential loss" shall include loss of profit, use or goodwill (or similar financial cost), any payment made or due to a third party, and any loss or damage caused by errors or by delay in delivery.

(d) All descriptions, representations, specifications, samples, colours, illustrations and other particulars furnished or made orally by the Press or in catalogues, trade literature, price lists or other documents issued by the Press are given for general information purposes only and the Customer acknowledges that it is not entering into the contract in reliance upon any such description, representation, specification, sample or other particular.

(e) Except to the extent specifically provided for in these Conditions, the Press shall not be liable whether in contract, tort or otherwise for any loss, damage or injury however caused or arising from any defect in, failure in, or unsuitability for any purpose of, the Goods.

10. INFORMATION AND DATA

(a) The Press may at its absolute discretion supply management reports to the Customer in order to assist the Customer to evaluate its requirements for goods to be supplied by the Press. Management reports are supplied for guidance only and the Press does not make any representation as to the accuracy of the information contained in management reports.

(b) The information contained in the management reports and all information collated or analysed by the Press on behalf of the Customer is confidential. The Customer shall not, without the prior written consent of the Press, disclose to any third party, or use for any purpose (other than that of evaluating its requirements for goods to be supplied by the Press) any such information.

(c) Save as otherwise provided or agreed in clause 10(a) herein the Press shall not be required to provide the Customer with information as collated and analysed by the Press and all documents containing such information shall, as between the Press and the Customer, be deemed to be the property of the Press.

11. INSOLVENCY

(a) If the Customer fails to make a payment within 30 days of its due date or commits any other breach of these terms of business or if an order is made or an effective resolution passed for the winding up of the Customer or if a receiver, administrative receiver, receiver and manager or similar officer is appointed in respect of any of the property, assets or undertaking of the Customer or if a distress, execution, sequestration or other process is levied or enforced upon or against any of the assets of the Customer or if the Customer threatens to cease to carry on business or goes into liquidation or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if the Customer makes an arrangement or composition with its creditors or (being an individual) if a petition is presented or an application is made for an interim order or a bankruptcy order or if the Customer is apparently bankrupt, then the Customer's licence in 8(b) shall forthwith terminate automatically and without notice and the Press may, without prejudice to any other rights or remedies available to it, without notice terminate all or any part of any contract with the Customer or suspend or cancel deliveries thereunder. If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement with the Press.

(b) In furtherance of 8(a) the Customer gives to the Press irrevocable authority without notice to enter the premises of the Customer for the purpose of collecting and removing the Goods.

12. GENERAL

(a) The headings in these Conditions are for convenience only and shall not affect their interpretation.

(b) The Terms apply to all orders placed with the Press and such orders are subject to acceptance by the Press. Such orders shall be deemed to be made subject to the Terms and the Terms shall prevail over any terms submitted, proposed or stipulated by the Customer in whatever form and at whatever time, whether written or oral, whether contained in any order form or otherwise, which are expressly waived and excluded, unless expressly agreed in writing by the Press.

(c) Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

(d) No waiver by the Press of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

(e) If any term or provision in these Terms shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision shall to that extent be deemed not to form part of these Terms but the validity and enforceability of the remainder of these Terms shall not be affected.

(f) These Terms may not be released, discharged, amended, varied or modified in any manner except by an instrument in Writing signed by a duly authorised officer or representative of the Press and the Customer.

13. LAW

Save as expressly provided herein, all other warranties, terms and conditions whether express or implied collateral, statutory or otherwise are hereby excluded except those which by statute may not be excluded. These conditions and all other express terms of the contract shall be governed in accordance with the laws of England and Wales.