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Trade Customer Account Terms & Conditions

Terms and Conditions of Supply

1. APPLICABILITY OF CONDITIONS

1.1 These Conditions shall be deemed to be incorporated in and shall govern all contracts (whether in writing or otherwise) between Turnaround Publisher Services Limited having its registered offices at Unit 3 Olympia Trading Estate, Coburg Road, London, N22 6TZ and any Customer for or in relation to the supply of Goods and /or Services by the Company (a “relevant contract”). These Conditions shall not apply if the Customer is an individual acting for the purposes which are outside his business.

1.2 These Conditions shall prevail over and have effect to the exclusion of, any terms, conditions and/or provisions which may conflict with these Conditions and which the Customer may seek to establish as forming part of or as applicable to a relevant contract whether by having brought the same to the notice of the Company or by being implied by any trade, custom or practise, course of dealing or otherwise.

1.3 No waiver, alteration or modification of or addition to any of the provisions of these Conditions shall have any effect or be binding upon the Company unless the same shall be in writing and signed by an authorised representative of the Company.

2. DEFINITIONS

2.1 “Carrier” means the agent or agents from time to time of the Company for the carriage of Goods acting on behalf of the Company

2.2 “Company” means Turnaround Publisher Services Limited as principal or agent on behalf of any third party.

2.3 “Customer” means a person, firm, corporation or other body of persons contracting with the Company for the supply of Goods and/or Services by the Company under a contract for the purchase of the Goods or the supply of Services

2.4 “Goods” means all products supplied by the Company on its own behalf or on behalf of any third party to the Customer under a relevant contract including, but not limited to, books, printed sheets, printed cards, magazines, cassettes, magnetic tapes, computer tapes and discs, records, video discs, compact discs and other storage material, selling aids and all other items which the Company offers for sale from time to time.

2.5 “Publication Date” means that date in respect of any of the Goods which is shown on the invoice or despatch documents of which the Company otherwise indicates as the first date they may be sold to the general public.

2..6 “Services” means all services provided by the Company on its own behalf or on behalf of any third party.

2.7 “United Kingdom” means Scotland, England, Wales, Northern Ireland, the Channel Islands and the Isle of Man,

2.8 “Working Day” means a day from Monday to Friday inclusive and excluding weekends

3. PRICE

3.1 No quotation made by the Company constitutes an offer and any quotation may be withdrawn or revised at any time prior to acceptance by the Company of the Customer’s order.

3.2 Prices quoted by the Company for Goods and/or Services are SUBJECT TO VARIATION, (unless otherwise agreed in writing by an authorised representative of the Company) and may be increased at any time prior to despatch to take account of any increases in costs incurred by the Company in the supply of the Services and/or supply of the Goods including (without limitation) the cost of any goods or materials, carriage, labour, insurance or overheads, the imposition of any tax, duty or other levy and any variation in exchange rates, or as a result of interruption or alteration of work through the Customer’s instructions or lack of instructions, all of which shall be treated as an additional part of the price and paid by the Customer contemporaneously with price.

3.3 Prices unless otherwise expressly stated in writing are exclusive of VAT, other duties and taxes and do not include the costs of any performance testing requested by the Customer.

3.4 Unless otherwise agreed by the Company in writing, invoiced prices will include packaging and delivery to trade customers only within the United Kingdom and Eire. Any Special requests by the Customer for Goods to be delivered by any means other that the Company’s normal arrangements shall be subject to an additional charge to cover the extra cost, plus VAT. The Company reserves the right to levy small order surcharges, reduce discount entitlements or refuse orders which are below the Company’s minimum order quantity and /or value in force at the time the Company receives the order.

4. DELIVERY

4.1 The Company will use its reasonable endeavours to provide the Goods or Services on the date or dates or in accordance with the timetable (if any) agreed with the Customer. The Company shall incur no liability whatsoever in respect of any loss or damage arising as a consequence of any deviation from the date or dates or timetable (if any) agreed between the Customer and the Company.

4.2 Delivery shall be at the Customer’s premises unless otherwise stipulated or agreed by the Company. Delivery shall be effected at the time when Goods arrive at the Customer ‘s premises, nominated Shipper or such other place as may be agreed in the event that the Customer does not accept delivery on the due date (or such other time as the Goods are delivered) the Company shall be entitled to charge the Customer for storage of the goods until such time as the Customer accepts such delivery and for additional or increased transportation charges with interest at 3% above the base lending rate from time to time of The National Westminster Bank Plc on the invoice value of the Goods.

4.3.1 The Customer must:-

4.3.1.1 examine any Goods delivered in terms of Clause 4.2 above within two Working Days of delivery:

4.3.1.2 notify the Company in writing within seven Working Days of delivery of any shortages of or damage to the Goods and, in the event of non-delivery, within ten Working Days of any delivery date specified by the Company in writing and

4.3.1.3 afford the Company or its agent’s reasonable opportunity to verify any shortage and/or inspect any damaged Goods as delivered.

4.3.2 The Customer must notify the Company in writing of any Services which are defective or inadequate within seven Working Days of such Services being carried out and in the event of Services not being carried out, within ten Working Days of the date on which the Company has agreed in writing that such Services were due to be carried out.

4.3.3 If the Company fails to comply with all or any of sub-clauses 4.3.1.1, 4.3.1.2, 4.3.1.3, or 4.3.2 above, the Company shall not be liable for any such non-delivery or shortage or for Services which are defective, inadequate or not carried out and, in addition, the Customer may not reject Goods for damaged delivery.

4.4 The Customer undertakes to provide all necessary loading and unloading facilities for Goods. Nothing shall oblige the Company to load or unload Goods at the place of delivery or elsewhere unless the company has so agreed in writing.

5. PUBLICATION DATES

5.1 The Customer shall not sell or make available to the general public or any third party any Goods before the Publication Date of such Goods unless authorised specifically in writing by the Company. Where the Customer is a wholesaler it shall use its best endeavours to procure that retailers to which it has made available any Goods prior to the Publication Date do not sell or make available to the General public such Goods prior to the Publication Date of any Goods and shall not be liable for any loss or damage whatsoever incurred by any Customer arising directly or indirectly from any such amendments.

5.2 The Customer hereby indemnifies the Company against all and any loss, damage, cost or expense (including but not limited to legal expense) whatsoever incurred by the Company directly or indirectly arising from the Customer’s sale or making available to the general public any Goods before the Publication Date of such Goods.

5.3 The Customer shall notify the Company forthwith in writing of any claim for infringement of patent, copyright, design right, trademark or other industrial or intellectual rights in the Goods of which the Customer becomes aware.

6. RETURNS

6.1 Goods must not be returned to the Company unless previously authorised in writing by the Company and in accordance with the Company’s returns policy. Only authorised returns in re-saleable condition will be accepted and credited to the Customer. Unauthorised returns will not be credited to the Customer but may be sent back by the Company to the Customer or pulped, in each case, at the Customer’s request and expense.

6.2 If Goods have been supplied on a Firm Sale basis, then, subject to Clause 4.3. no returns will be accepted by the Company and such Goods which have been sent back by the Customer may, at the option of the Company and at the Customer’s sole cost and expense, be returned to the Customer or pulped.

7. PAYMENT

7.1 In the case of trade Customers with agreed credit accounts payment for Goods supplied must be received by the Company before the end of the month following the month of invoice unless otherwise agreed in writing by the Company or an authorised agent or representative of the Company, or as may be otherwise stated on the invoice. Time shall be of the essence for such payment. Amounts may not be withheld or delayed by the Customer for unauthorised returns or otherwise without the written agreement of an authorised representative of the Company.

7.2 The Company shall be entitled to charge interest on a daily basis from the date on which payment is due until the date on which payment in full is received at the rate of 3% per annum above National Westminster Bank plc base rate from time to time in force and shall be calculated on a daily basis and compounded monthly.

7.3 All costs incurred in recovering overdue debts including, without limitation, legal expenses will be payable by the Customer.

7.4 The Company may terminate a relevant contract and/or withhold further supplies in the event of amounts payable being overdue, breach of any of these Conditions or for any other reason which, at the sole discretion of the Company, warrants such action.

7.5 If payment in respect of any invoice rendered by the Company is overdue in whole or in part then the whole of any amounts outstanding to the Company shall immediately become payable whether or not such monies would have been payable at the time.

7.6 Any credit notes issued by the Company shall only be allowed after the payment date of the original invoice has passed and payment has been made, in the case of authorised returned books, credit notes will only be allowed in accordance with the agreed credit period applied from the date of the credit issued.

7.7 Payment will, if so required by the Company, be made by confirmed irrevocable letter of credit issued by a bank acceptable to the Company and lodged at a bank nominated by the Company not later than the date on which a relevant contract is entered into. The Company shall be entitled to payment under any such letter of credit on presentation to the bank of such letter of credit.

8 . RETENTION OF TITLE

8.1 Risk of damage to or loss of any particular goods supplied by the Company to the Customer will pass to the Customer on delivery of those goods or, if the customer wrongfully fails to take delivery of those goods, the time when those goods are tendered for delivery. Title and property in any goods, including full legal and beneficial ownership, shall not pass to the Customer until the Company has received full payment (in cash or cleared funds) for all goods delivered to the Customer or his nominated agent under this and all other contracts between the Customer and the Company. Full payment of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Customer and the Company.

9. RISK

9.1 All Goods supplied by the Company are at the Customer’s risk from the time they are received at the Customer’s delivery addressor, it the Customer and the Company have agreed in writing that the Customer is responsible for collection the Goods, from the time they leave the Company’s premises. The Customer will be responsible for insuring the Goods while they are at their risk.

10. FORCEMAJEURE

The Company shall have the right to cancel or delay despatch or performance or to reduce the quantity of Goods despatched and shall under no circumstances be responsible for failure or delay in performing or fulfilling any relevant contract or otherwise failing to implement its obligations to the Customer if such failure or delay shall be due to any cause or circumstance beyond the control of the Company. Such cause or circumstance shall include, .but shall not be limited to, fire, flood, riot, terrorism, strike, freight embargoes or transportation delays, shortage of labour, inability to procure or secure fuel, material, supplies or power at current prices or on account of shortages thereof. acts of God or of a public enemy, or any existing or future laws or acts of H.M. Government or the government of any other State or territory (including specifically but not exclusively any orders, rules or regulations issued by any official or agency of H.M. Government or of any other such government) affecting the conduct of the Company's business with which the Company, in its judgement and discretion, deems it advisable to comply as a legal duty. Subject to the foregoing the occurrence of the circumstances or events will not operate so as to affect or suspend any other rights or obligations of either party hereunder.

11. SHORTAGES

11.1 In the event of inability, for any reason, to supply the total demands for goods of the description of Goods specified in a relevant contract, the Company may allocate its available supply of such Goods among any or all purchasers of such Goods on such basis as the Company may deem fair and practical without liability for any failure of performance which may result therefrom. For the avoidance of doubt nothing in these Conditions shall entitle the Customer to reject Goods for short delivery.

12. TERMINATION

12.1 The Company may, without prejudice to any of its other rights, stop any Goods in transit and/or suspend further deliveries and/or stop or suspend any Services and/or by notice in writing to the Customer, terminate a relevant contract.-

12.1.1 if the Customer enters into a trust deed for the benefit of its creditors or a deed of arrangements or commits an act of bankruptcy or becomes insolvent or compounds with its or his creditors: or

12.1.2 if (being a company) an outer is made or a resolution is passed for the winding up of the Customer: or

12.1.3 if a receiver, administrator or administrative receiver is appointed over any of the Customer's assets or undertaking: or

12.1.4 if the Customer takes or suffers analogous action or proceedings under foreign law in consequence of debt or commits any breach of this or any other contract between the Company and the Customer: or

12.1.5 the Customer fails to pay any sum on the due date or in any other manner whatsoever breaches any condition of a contract (whether or not a relevant contract) with the Company.

12.2 The Agreement may be terminated at the sole discretion of the Company if an order is made for bankruptcy of or resolution is passed for the winding-up of the Customer or if the Customer being a Company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any statutory re-enactment or modification thereof, or makes a composition with its creditors or if a receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Customer.

12.3 The Company may terminate a relevant contract at any time on written notice to the Customers

12.4 The termination of a relevant contract shall not affect any rights or obligations of the Company or the Customer arising prior to such termination.

13. INDEMNITY

The Customer agrees to indemnify and hold the Company harmless born all liabilities. claims, actions, demands, writs, summons, (including but nor limited to all legal fees) arising directly or indirectly out of any breach or alleged breach or non-performance or non-performance by the Customer of any of the arms of a relevant contract, including but not Limited to these Conditions.

14. SET-OFFS

The Company reserves the right to deduct from any monies due or becoming due from the Company to the Customer, any monies due from the Customer to the Company or to any of its Affiliates.

15. NOTICES

Any notice required to be given by either the Company or the Customer to the other shall be deemed validly served if served by:-

(i) prepaid registered post to the address for the recipient given herein or such other address as may from time to time he notified in writing for this purpose; or

(ii) personal delivery by hand:; or

(iii) (if appropriate) by telex or facsimile machine during normal business hours;

Any notice so served shall be deemed to have been served:-

(a) in the case of (i) above 48 hours after posting the same; and

(b) in the case of (ii) above upon delivery; and

(c) in the case of(iii) above when sent

In proving the service it shall be sufficient to prove that the notice was properly addressed and posted, or that delivery took place, or that the telex message began and ended with the recipient's telex number and was properly transmitted, or that the facsimile message was properly transmitted evidenced by a "correctly transmitted' transmission report from the sender's facsimile machined (as the case may be).

16. GOVERNING LAW

These provisions shall be governed by and construed in accordance with the laws of England