Supply terms

Supply terms (

1.    General

a.                  Five Areas (the “Company”) offer to sell books, resources and other goods (“Goods”) to the buyer (“Buyer”) subject to the conditions (“Conditions”) set out below. These Conditions will apply to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

b.                  All orders (“Order”) for Goods shall be deemed to be an offer by the Buyer to purchase the Goods subject to the Conditions. A contract (“Contract”) will only be formed when the Company confirms a written acceptance of the Order.

2.    Price

a.                  The price of the Goods shall be the price set out in the Order, or if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.

b.                  The Company may, by giving notice to the Buyer 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:

i.                any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

ii.              any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or

iii.            any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate or accurate information or instructions.

c.                   The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.

3.     Terms of Payment

a.                  The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery.

b.                  The Buyer shall pay the invoice in full within 30 days of the date of the invoice unless specifically agreed in writing with the Company. Payment shall be made to the bank account nominated in writing by the Company.

c.                   The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim against the Company which the Buyer may have or allege to have or for any reason whatever.

d.                  If the Buyer fails to make any payment due to the Company under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. The Buyer shall pay the interest together with the overdue amount.

e.                  The Company shall be entitled to recover from the Buyer its reasonable costs (including legal costs) in relation to any action required to recover sums due under a Contract.

4.    Delivery

a.                  The Company shall deliver the Goods to the location set out in the Order or such location as the parties may agree. Delivery of the Goods shall be completed on the Goods’ arrival at the delivery location.

b.                  Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence unless previously agreed in the Contract. The Company shall not be liable for any delay in delivery of the Goods however caused. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

c.                   If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.

d.                  If the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for damage or loss, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the invoice.

e.                  The Company shall not be liable for any failure to deliver caused by, due to or resulting from (whether directly or indirectly) act of God, force majeure, war or hostilities, invasion, riot, civil commotion, military or usurped power, order, regulation, direction, or legislation by Government or other authority, strikes, lock-outs of workmen or other industrial action, fire, accident, breakdown of machinery, shortages of labour or equipment, bad weather or any other cause or circumstances whatsoever beyond the Company’s control.

f.                    If the Company is unable to supply Goods to the Buyer due to the circumstances referred to in 6e above the Company shall refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled to claim from the Buyer) but the Company accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.

g.                  If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an unforeseen event beyond its reasonable control or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.    Warranties and Liabilities

a.                  The Company warrants that the Goods which are supplied will at the time of delivery be free from defects in all material respects.

b.                  If the Buyer gives notice in writing to the Company within a reasonable time of discovery that some or all of the Goods do not comply with 5a above and the Company is given a reasonable opportunity of examining such Goods after the Buyer returns the Goods to the Company at the Buyer’s cost, then the Company shall at its option replace the defective Goods or refund the price of the defective Goods in full.

c.                   The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damages, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Company’s approval.

d.                  The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee, if any) if the total price for the Goods has not been paid by the due date for payment.

6.    Title

a.                  The risk in the Goods shall pass from the Company to the Buyer upon delivery of such Goods to the Buyer. However notwithstanding delivery, the title in the Goods shall not pass to the Buyer until the price of the Goods has been paid in full. This does not affect any other rights of the Company.

b.                  Until title to the Goods has passed to the Buyer, the Buyer shall:

iv.            hold the Goods on a fiduciary basis on behalf of the Company;

v.              store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property;

vi.            not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

vii.           maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

viii.         notify the Company immediately if it becomes subject to any of the events listed in condition 8; and

ix.             give the Company such information relating to the Goods as the Company may require from time to time, but the Buyer may resell or use the Goods in the ordinary course of its business.

c.                   If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 8, or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7.    Representations

a.                  The Buyer will not redistribute any of the Goods to any third party retailer or distributor unless agreed in writing with the Company and shall not sell the Goods through commerce websites or social media sites without written permission from the Company.

b.                  Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and its other literature, these documents are for the Buyer’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.

8.    Insolvency

Any Contract shall be terminated immediately by notice in writing if the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt or becomes subject to an administration order or goes into liquidation or the Company reasonably believes that any of the events mentioned above is about to occur. The Company shall suspend any further deliveries under the Contract or if the Goods have been delivered and not paid for then the price shall become due immediately.

9.    Limitation of liability

a.                  The Company shall in no circumstances whatever be liable to the Buyer, whether in contract, delict, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

b.                  The Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict, breach of statutory duty, or otherwise, shall in no circumstances exceed the sums paid to date by the Buyer for the Goods.

c.                   Nothing in this condition 9. Shall limit or exclude the Company’s liability for death or personal injury caused by its negligence or the negligence of its employees, fraud or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

10.            Orders and Specifications

The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any statutory requirement.

11.            Severance

In the event that any provision of these conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the remaining provisions of these conditions shall remain in full force and effect.

12.            Waiver

No failure or delay on the part of the Company to exercise any right or remedy under these conditions shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

13.            Governing Law

These conditions shall be governed construed by and interpreted in accordance with the laws of Scotland.


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