1.1 "Buyer" means the person who buys or agrees to buy the goods from GardnerEducation.
1.2 "Conditions" means the terms and conditions of sale set out in this documentand any special terms and conditions agreed in writing by Gardner Education.
1.3 "Delivery Date" means the date specified by Gardner Education when thegoods are to be delivered.
1.4 "Goods" means the articles which the Buyer agrees to buy from GardnerEducation.
1.5 "Price" means the price for the Goods excluding carriage, packing, insuranceand VAT.
1.6 "Gardner Education" means Gardner Education Limited of Unit 2, Aston Way,Middlewich, Cheshire, CW10 0HS, UK.
2. Conditions applicable
2.1 These conditions shall apply to all contracts for the sale of Goods by GardnerEducation to the Buyer to the exclusion of all other terms and conditions includingany terms or conditions which the Buyer may purport to apply under any purchaseorder confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchaseGoods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence ofthe Buyer's acceptance of these conditions.
2.4 Any variations to these Conditions (including any special terms and conditionsagreed between the parties) shall be inapplicable unless agreed in writing byGardner Education.
The Buyer acknowledges that Gardner Education may change prices withoutnotice if the price charged to it by its suppliers changes. This may be after the dateof an Order. Delivery may be subject to an additional charge to cover the cost, plusVAT where applicable.
4.1 Invoices are due for payment 30 days from the date of the invoice or suchother period as agreed in writing by Gardner Education.
4.2 Discounts are only allowed on invoices not overdue for payment and anydiscount which has been allowed on such invoices becoming overdue shall beclaimed back by Gardner Education and a further invoice shall be raised for thediscount so given.
4.3 All costs incurred in recovering overdue debts including, without limitation,legal expenses will be payable by the Buyer on demand.
4.4 Gardner Education reserves the right to charge interest on all overdueamounts. Such interest shall be at the rate of four per cent above the base rate ofBarclays Bank Plc for the time being in force for the period from the date theinvoice becomes due until the date of payment.
5. The Goods
The quantity and description of the Goods shall be as set out in GardnerEducation's Order Form but in the event that any of the Goods are not availablewithin a period of 3 weeks from the date of the order Gardner Education shall beentitled to delete such Goods from the order and supply the balance of the Goods.
6. Performance, warranties and liability
6.1 Gardner Education will use its reasonable endeavours to fulfil Orders within areasonable time of receipt, subject as provided in Clause 5.
6.2 Gardner Education shall not be liable for any delay in delivery provided thatthe Buyer is kept informed of the reason for the delay.
Gardner Education will be entitled to deliver part of the Goods ordered or todeliver by instalments and invoice the buyer for such part delivery or each suchinstalment.
8. Damage and returns
8.1 Any damages or shortages must be noted on the Carrier's Delivery Note andnotice in writing must be given to Gardner Education within 3 days of receipt ofthe Goods for any credit or replacement to be given. Subject thereto the Buyershall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
8.2 Any claim for non-delivery must be made within 30 days of the invoice date.
8.3 After acceptance the Buyer shall not be entitled to reject Goods which are notin accordance with the contract.
8.4 No Goods delivered to the Buyer which are in accordance with the contractwill be accepted for return without the prior written approval of GardnerEducation in accordance with Gardner Education's returns authorisationprocedure and on terms to be determined at the absolute discretion of GardnerEducation.
8.5 Goods returned without the prior written approval of Gardner Education maybe at Gardner Education's absolute discretion be returned to the Buyer or storedat the Buyer's cost without prejudice to any rights or remedies Gardner Educationmay have.
9. Title and risk
9.1 The Goods shall be at the Buyer's risk as from delivery.
9.2 In spite of delivery having been made property in the Goods shall not passfrom Gardner Education until the Buyer shall have paid the Price plus VAT whereapplicable in full and no other sums whatever shall be due from the Buyer toGardner Education.
9.3 Until such time as property in the Goods passes from Gardner Education theBuyer shall upon request deliver up such of the Goods as have not ceased to be inexistence or resold to Gardner Education. If the Buyer fails to do so GardnerEducation may enter upon any premises owned occupied or controlled by theBuyer where the Goods are situated and repossess the Goods.
10. Remedies of Buyer
10.1 Where the Buyer rejects any Goods then the Buyer shall have no furtherrights whatever in respect of the supply to the Buyer of such Goods or the failureby Gardner Education to supply Goods which conform to the contract of sale.
10.2 Where the Buyer accepts or has been deemed to have accepted any Goodsthen Gardner Education shall have no liability whatever to the Buyer in respect ofthese Goods.
10.3 Gardner Education shall not be liable to the Buyer for late delivery or shortdelivery of the Goods.
If any part of these conditions is found by any courts of competent jurisdiction orother competent authority to be invalid unlawful or non enforceable then suchpart shall be severed from the remainder which shall continue to be valid andenforceable to the fullest extent permitted by law.
12. Proper law
These conditions shall be construed in accordance with English Law and anydisputes arising therefrom shall be subject to the law of England and Wales.