Terms of business - UK office

Please note that these terms of business apply only to customers outside of North America served by the UK office. Customers in North America should view the terms and conditions of sale for the US office.

1 Definitions

1.1 "Acknowledgement":
Means an acknowledgement either in written, facsimile or email format whereby the Seller intimates acceptance of an Order.
1.2 "Buyer":
Means the person, company or organisation which buys or agrees to buy the Goods from the Seller.
1.3 "Conditions":
Means the terms and conditions of sale set out herein together with any further special terms and conditions as may be agreed between the Buyer and the Seller.
1.4 "Contracts":
Means the legally binding contract or contracts entered into between the Seller and the Buyer as evidenced by an Order from the Buyer and an Acknowledgement from the Seller.
1.5 "Delivery Date":
Means the date specified by the Seller (if at all) when the Goods are to be delivered to the Buyer provided always that time shall not be of the essence in this respect.
1.6 "Goods":
Means the items which the Buyer agrees to buy from the Seller consisting of (but not limited to) written case studies, books, DVDs and published or unpublished written articles, supplied digitally or physically.
1.7 "Order":
Means an order for Goods submitted by the Buyer to the Seller in written, facsimile or email format (including but not limited to the Seller's online order forms).
1.8 "Price":
Means the price of the Goods excluding the cost of carriage, packaging, insurance and VAT.
1.9 "Seller":
Means The Case Centre, Cranfield University, Wharley End, Beds MK43 0JR UK.
1.10 Expressions in the singular shall include the plural and in the masculine shall include the feminine and vice versa and references to persons shall include corporations and vice versa.

2 Conditions applicable

2.1 These conditions apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or other similar document.
2.2 All Orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions, and those of any additional services provided as a membership benefit to organisations registered as members of The Case Centre.
2.4 Any variations to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 The prices and payment

3.1 The Price of the Goods shall be the Seller's price for such particular Goods as specifically quoted by the Seller to the Buyer (which specifically quoted price shall be binding upon the Seller provided that the Buyer shall accept the Seller's quotation within thirty days) or in the event that no such price is specifically quoted then such price for such item or items of Goods as is stated on the Seller's website as at the date of the Order. The Price is exclusive of VAT which shall be calculated, if applicable, at the rate applying on the date appearing on the Seller's invoice. The Price is furthermore exclusive of postage and packaging and of carriage.
3.2 Payment of the Price, VAT (if applicable), postage and packaging and carriage shall be due as follows:
3.2.1 in relation to members of The Case Centre within 30 days of the date of the Seller's invoice.
3.2.2 in relation to non-members of The Case Centre at the time the Buyer orders the Goods and the Seller shall not be bound to deliver the Goods until the Buyer has paid for them in full.
3.2.3 in relation to payment of the price time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due until the date of actual payment at a rate of 5% above Lloyds TSB Bank plc's base lending rate from time to time applicable and shall accrue at such rate after as well as before any judgment.
3.4 In relation to both members and non-members of The Case Centre the following shall apply:
3.4.1 the Buyer shall not be deemed to have paid for the Goods in full until such time as the Seller's bank account has been credited with the full amount as set out on the invoice.
3.4.2 the Buyer shall at all times be responsible for paying any bank or other charges, taxes, duties or commission imposed by the Buyer's Bankers or by the Seller's Bankers or by any other competent authority and in so far as the Seller shall not receive full payment due to deduction of any such charges the Buyer shall not be deemed to have paid for the goods in full.
3.5 In the event that any of the above-mentioned credit terms are not adhered to then without prejudice to any other remedy that the Seller may have, the Seller shall be entitled in its absolute discretion (and without being bound to notify the Buyer in advance of the same) to:
3.5.1 withdraw such credit terms; and
3.5.2 require full payment in advance of delivering any Goods already ordered (irrespective of whether an Acknowledgement had been sent in respect of such goods) or which are ordered thereafter.

4 Warranties and liability

4.1 The quantity and description of the Goods shall be as set out in the Seller's invoice and the Seller warrants that the Goods will at the time of delivery correspond to the description of the Goods given by the Seller in the invoice.
4.2 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 s12) all other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or condition of the Goods whether implied by statute or common law or otherwise are excluded.
4.3 The Seller gives no warranty (and none shall be implied) with regard to the correctness of any statement or opinion contained, set out or referred to in the Goods.

5 Delivery of the goods

5.1 Subject to paragraph 3 above delivery of the Goods shall be made (unless otherwise agreed in writing between the Buyer and the Seller) by posting the Goods via normal First Class Post to the address specified by the Buyer in the Order or, where no address is specified, to the Buyer's address appearing on any correspondence sent by the Buyer to the Seller. Where the Buyer is situated outside the United Kingdom the Goods will be sent to the Buyer's address via Air Mail or Courier. Alternatively at the request of the Buyer the Goods will be transmitted by the Seller to the Buyer in electronic format.
5.2 The Seller accepts no responsibility for the Goods whilst in transit.
5.3 Any duties or taxes incurred are payable by the Buyer.

6 Sales and returns policy

6.1 You have the right to withdraw from your transaction without charge and without giving any reason until delivery of the product has started at which point your transaction is final. Delivery of electronic downloads commences immediately when you click to submit your order.
6.2 All sales of digital content are final. We do not accept returns of digital content. We may, from time to time, remove digital content from the site without notice.

7 Title and risk

7.1 Title shall pass on delivery of the Goods.
7.2 Risk shall pass as follows:
7.2.1 where the Goods are to be delivered via the Post or by Air Mail on posting of the Goods.
7.2.2 where Goods are delivered by a Carrier upon the date that the Goods are tendered for delivery.

8 Remedies of buyer

8.1 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 s12):
8.1.1 where the Buyer lawfully rejects any particular item of Goods the Buyer's remedy shall be limited to repayment of the Price in respect of such Goods (if paid); and
8.1.2 where the Buyer accepts or has deemed to have accepted any goods then the Seller shall have no liability whatsoever to the Buyer in respect of those Goods.
8.2 The Seller shall not be liable to the Buyer for late delivery of the Goods.

9 Limitation of seller's liability

9.1 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer howsoever the same may arise and in any event under no circumstances shall the liability of the Seller exceed the price of the Goods.

10 Headings

10.1 All headings are for ease of reference only and shall not affect the construction of this contract.

11 Severance

11.1 Any provision of this contract which is or may be void or unenforceable to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.

12 Proper law of conduct

12.1 This contract is subject to the laws of England and Wales.

13 Sellers cancellation clause

13.1 The Seller may cancel this contract at any time before the goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price.
13.2 The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

14 Intellectual property

14.1 All intellectual property rights pertaining to the Goods (including but not limited to copyright, registered and unregistered trade and service marks, know how, and moral rights) shall as between the Seller and the Buyer be the property of the Seller and in so far as the Seller shall not be the owner of such intellectual property rights the Seller warrants that it is the duly authorised agent of the owner of such intellectual property rights and is entitled to deal with such intellectual property rights as set out in the contract.
14.2 The Buyer shall not be entitled to request nor shall the Buyer be entitled to receive any proof of ownership by the Seller of such intellectual property rights or proof that the Seller acts as the duly authorised agent of the owner and furthermore the Buyer shall not be entitled to refuse to perform in full its obligations under this contract in any way by virtue of the Seller's refusal or inability to provide any such proof of ownership of such intellectual property rights or of the Seller's appointment as agent of the owner.
14.3 The Buyer shall not be permitted to copy, sell, assign, hire, display, or broadcast the Goods in any manner whatsoever (whether for payment or otherwise) save as may be expressly authorised by the Seller in writing.

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