MACMILLAN TERMS AND CONDITIONS: NON TRADE CUSTOMERS

The following Terms apply to all orders for goods that MDL receive from you (the “customer”), unless otherwise agreed in writing signed by an authorised representative of Macmillan Publishers International Limited trading as Macmillan Distribution (“MDL”), and supersede any previous correspondence or discussions between MDL or any authorised agent and the customer.  These Terms shall apply to the exclusion of all other terms and conditions. Accordingly, no terms or conditions endorsed on, delivered with or contained in the customer's purchase order, confirmation of order, specification or other document shall form part of the agreement.  

MDL is acting as a provider of logistical services only for the publishers of the goods supplied to the customer pursuant to these Terms (each a “publisher”).  Accordingly, these Terms form a binding contract between each such publisher and the customer.  MDL shall not have any liability to the customer under these Terms or otherwise in respect of any order submitted to MDL by the customer.  

1.   Orders

1.1.           No order submitted to MDL shall be deemed to be accepted by MDL unless and until confirmed either in writing or as an electronic message (by invoice submitted with goods delivered, or otherwise) by MDL or by an authorised agent or representative of MDL.  

1.2.           By accepting delivery of any goods the customer acknowledges receipt of and agrees to be bound by these terms and conditions.  All goods are supplied by MDL, unless the relevant invoice expressly states otherwise.  

2.   Risk and Title

2.1.           Risk of damage to or loss of any particular goods supplied by MDL 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 MDL has received full payment (in cash or cleared funds) for:

(a)  those goods; and

(b)  all goods delivered to the customer under this and all other contracts between the customer and the applicable publisher.  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 applicable publisher.  

3.   Charging and Selling

3.1.           All books are sold subject to the condition that they shall not, by way of trade or otherwise, be lent, re-sold, hired out or otherwise circulated without the prior consent of their publisher in any form of binding or cover other than that in which it is published and without a condition to the same effect as this condition being imposed on the subsequent purchaser.  

4.   Payment

4.1.           The price of goods is the published price as shown on the invoice less such discount (if any) shown on the invoice.  The price is exclusive of any applicable value added or other tax which the customer shall be additionally liable to pay to MDL as shown on the invoice  

4.2.           No settlement discounts or other deductions may be made against amounts due on MDL’s invoice(s) or statement(s).  

4.3.           If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the publishers, the publishers shall exercise its statutory right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 (or any equivalent legislation), until payment in full is made. MDL reserves the right to withhold further supplies in the event of amounts payable being overdue, breach of any of the conditions of this agreement, or any other reason which at MDL's discretion warrants such action  

4.4.           The publishers reserve the right to withhold further supplies in the event of amounts payable being overdue, breach of any of the conditions of this agreement, or any other reason which at the publisher’s discretion warrants such action.

4.5.           MDL is authorised to issue all invoices and to receive all payments under this Agreement on behalf of the publishers as an agent acting in its own name under section 47 of the VAT Act 1994.    

5.   Liability  

5.1.           The publisher shall not be liable for any failure in performing any of its obligations under the agreement if the failure was due to any cause beyond the publisher’s reasonable control.   

5.2.           Save as expressly provided in these terms and conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.  

5.3.           Where the goods are sold to a consumer the consumer's statutory rights are not affected by these terms and conditions.  

5.4.           Except in respect of death or personal injury caused by the publisher’s negligence or the negligence of any employee or authorised agent or representative of the publisher, any fraudulent misrepresentation by the publisher or an authorised agent or representative of the publisher or any implied term as to title or quiet enjoyment, the publisher shall not be liable to the customer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the agreement or otherwise for any loss of profit, loss of sales, loss of goodwill, loss of business or any indirect or consequential loss or damage howsoever caused which arises out of or in connection with the supply of the goods or their use or resale by the customer except as expressly provided in these terms and conditions.  

6.   Insolvency

6.1.           If:- (a) the customer makes any composition or arrangement with its creditors, becomes subject to an administration order, or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or;

(b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer; or

(c) if the customer, being a trade customer, ceases or threatens to cease to carry on business; or

(d) the publisher reasonably believes that any of these events is about to occur then without prejudice to any other right or remedy available to the publisher.  The publisher shall be entitled to cancel the agreement or suspend any further deliveries under such agreement without incurring any liability to the customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable.  

7.   Information to be provided by MDL

7.1.           Where an order is placed by telephone or by fax, and the customer is a consumer, MDL has a statutory obligation to give certain information to the customer in writing or other durable medium in relation to such order at the latest at the time of delivery.  This information is provided either on the relevant invoice or in these terms and conditions.  In particular a description of the main characteristics of the goods being supplied, the price (including all taxes) and delivery costs (if applicable) will be set out on the relevant invoice.  

8.   Cancellations

Subject to the exceptions set out in clause 3 below, the customer has a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”) to cancel any order which has been accepted by MDL by giving notice in writing to the address shown on the invoice and marked for the attention of the Customer Service Manager.  

8.1.           ,Unless the reason for such cancellation is shortage, damage, defect in quality or condition, failure to correspond with order or non-delivery (in which case should be given and must be received within 30 days following the day on which the goods are delivered), notice must be received by the following date:

  • If the customer orders a single product, the end date for the cancellation period is 14 days after the day on which the customer receives the product;
  • If the customer orders either: (i) one product which is delivered in instalments on separate days; or (ii) multiple products which are delivered on separate days, the end date for the cancellation period is 14 days after day on which the customer receives the last instalment of the product/the last of the separate products ordered;
  • If the customer orders the regular delivery of a product over a set period, the end date for the cancellation period is 14 days after the day on which the customer receives the first delivery of the products.      

8.2.           The customer may not cancel any order which has been accepted by MDL where such order is for the supply of newspapers, periodicals or magazines (excluding subscription contracts for such goods).  The customer may not cancel any order which has been accepted by MDL, where such order is for an audio or visual recording (including audio books) or computer software if such recording or software has been unsealed by the customer.  

8.3.   If an order is cancelled the customer must return the goods concerned to the address shown on the invoice marked for the attention of the Customer Service Manager within 14 days of giving notice of cancellation of the order.  Where such return is for reasons other than shortage, damage, defect in quality or condition, failure to correspond with order or non-delivery this will be at the customer’s expense and liability.  

To cancel an order, the customer must inform MDL that it has decided to cancel. The easiest way to do this is to complete the model cancellation form as provided with these Terms.  

8.4.           MDL will reimburse any sum paid by the customer for or in relation to the goods as soon as possible following receipt of notice of cancellation given in accordance with the appropriate time limit and in any case within 30 days of receipt of such notice.  Other than in the case of cancellation for shortage, damage, defect in quality or condition, failure to correspond with order or non-delivery (where the reasonable costs of returning the goods by the mechanism agreed with MDL will be reimbursed) this will not include reimbursement of the costs of returning the goods.  

8.5.           Any complaints should be sent in writing to the address shown on the invoice marked for the attention of the Customer Services Manager.  

9.   Payment

9.1.           Unless payment has been made at the time of order in a form acceptable to MDL, orders received from consumers will be invoiced by MDL and payment will be due immediately upon receipt of the invoice or goods (whichever is the later).  Where goods are ordered by a consumer for delivery to a third party the invoice will be sent separately to the consumer and not with the goods to the third party.  

10.             Delivery

10.1.        Delivery of goods is at the customer's expense and liability, unless otherwise agreed in writing by MDL or an authorised agent or representative of MDL, delivery charges being invoiced at the same time as the invoice of the goods.  

10.2.        MDL will use its reasonable endeavours to deliver all goods within 30 days of receipt of the order for such goods and will in any case deliver all goods within 90 days of receipt of such order.  If for any reason MDL is unable to deliver any goods within such 90 day period, it will notify the customer of this.  Unless otherwise requested by the customer the relevant order will be treated as cancelled from the point of notification and MDL will reimburse any sum paid by or on behalf of the customer for or in relation to such goods.  MDL will reimburse any such sum as soon as possible following notification to the customer and in any case within 30 days following the day after the expiry of the 90 day period.  

10.3.        If any goods ordered by the customer are to be delivered to a third party, then delivery to such third party shall be treated as delivery to the customer and all relevant provisions of these terms and conditions shall apply accordingly.

11.             General

11.1.        If any provision of these Terms is held for any reason to be ineffective or unenforceable in whole or in part this shall not affect the validity or enforceability of the other provisions of these Terms.  

11.2.        No waiver by the publisher of any breach of the agreement by the customer will be treated as a waiver of any subsequent breach of the same or any other provision.  

11.3.        Any variation to these Terms shall be invalid unless otherwise agreed in writing by an authorised representative of the publisher, including without limitation MDL.  

11.4.        MDL shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and benefit from any term of this Agreement expressly made in their favour. Save as aforesaid, the parties do not intend for any third party to have any rights under this Agreement by virtue of the Contracts (Rights or Third Parties)      Act 1999 or otherwise.  

11.5.        These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and these Terms supersede all previous written or oral agreements, statements or representations.  The customer acknowledges and agrees that, in concluding these Terms, it has not relied on any representations, warranties, statements and/or agreements (whether express or implied, written or oral) of any kind or character whatsoever except as expressly set forth in these Terms and, the customer expressly waives any rights it may have in respect thereof.  

11.6.        The customer shall at all times keep confidential the terms of these Terms and all materials, documents, data and information relating to the goods ("Information") and shall not use, publish or divulge the Information to any other person, firm or corporation without the applicable publisher’s prior written consent.  

11.7.        The customer may not assign, charge, license, subcontract, delegate or transfer this agreement in any way whatsoever.  

These Terms are governed by English law (in relation to both contractual and non-contractual obligations) and the English courts have exclusive jurisdiction to resolve any disputes relating to them.

Macmillan Distribution, a division of Macmillan Publishers International Limited

Registered Address: Cromwell Place, Hampshire International Business Park, Lime Tree Way, Basingstoke, Hampshire, RG24 8YJ

Company Registration Number: 02063302