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.
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.
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
Risk and Title
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
(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.
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.
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
settlement discounts or other deductions may be made against amounts due on MDL’s
invoice(s) or statement(s).
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
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
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.
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.
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.
the goods are sold to a consumer the consumer's statutory rights are not
affected by these terms and conditions.
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.
(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;
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
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.
be provided by MDL
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.
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.
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:
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;
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
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.
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
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.
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.
complaints should be sent in writing to the address shown on the invoice marked
for the attention of the Customer Services Manager.
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.
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.
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.
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.
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.
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
variation to these Terms shall be invalid unless otherwise agreed in writing by
an authorised representative of the publisher, including without limitation
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.
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.
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.
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
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