SELECT KNOWLEDGE LIMITED
STANDARD TERMS AND CONDITIONS OF SALE

GENERAL

(A) In the following terms and conditions (“these Conditions”) “The Company” means Select Knowledge Limited or its authorised agent and where applicable any other third party for whom Select Knowledge Limited provides a contracted service. “Goods” means the goods covered by the Company’s invoice. “The Customer” means the person, firm or company placing an order with The Company or shown on the invoice as being liable to pay for Goods.

(B) All orders are accepted and Goods supplied subject to these Conditions which shall govern the contract and cannot be altered by The Customer’s Terms of Purchase. No addition to or variation from these Conditions shall be binding on The Company unless it is in writing and signed by a duly authorised representative of The Company.

(C) All Goods are sold on a “firm sale” basis and are subject to the condition that they shall not, without the prior written consent of The Company, be copied, reproduced, amended, edited or converted into any other format or medium, and nor shall they be lent, re-sold, hired out, or otherwise circulated in any form unless otherwise agreed in writing by The Company.

1. ORDERS

(A) No order submitted to The Company shall be deemed to be accepted by The Company unless and until confirmed in writing (either by invoice submitted with Goods delivered or otherwise) by The Company. Once despatched, Goods must be accepted and paid for by The Customer and notice of cancellation will not be accepted.

(B) The Company reserves the immediate right, at any time (without prejudice to any other remedy) to terminate the contract constituted by these Conditions or to cancel any uncompleted order or to suspend delivery in the event that any amounts payable by The Customer are overdue or there is any breach by The Customer of any of its obligations under these Conditions or for any other reason which, at the discretion of The Company, justifies such action.

(C) The price of Goods shall be the published price as shown on the invoice less such discount as may have been agreed between The Company and The Customer in writing as shown on the invoice. The price is exclusive of any applicable value added or other sales tax which The Customer shall be liable to pay. Prices are subject to change without prior notification (before or after Goods are invoiced, in the latter case only as a consequence of pricing or invoicing error).

(D) The Company reserves the right to charge any extra costs incurred by The Company in meeting The Customer’s order requirements including, without limitation, with respect to orders below a minimum size and deliveries to an address other than The Customer’s usual business address.

2. DELIVERY AND RISK

(A) Goods supplied in the UK and the Republic of Ireland will be delivered, carriage paid by The Customer, to the delivery address shown on The Company’s invoice or to The Customer’s designated Shipper or Agent or, if none is shown, to the person to whom the invoice is addressed/despatched. The means of delivery shall be at The Company’s discretion. Goods supplied outside the UK and the Republic of Ireland, including those supplied through UK based exporters, will be supplied exclusive of any costs of packaging, carriage and insurance, unless previously agreed otherwise in writing with The Company. Any delivery dates are given as estimates only and in no circumstances shall The Company be liable for any loss whatsoever suffered or caused through late delivery or non-delivery. Neither The Company nor its carriers are obliged to provide loading or unloading facilities on delivery.

(B) The risk of loss and/or damage (but not title) to Goods supplied by The Company shall pass to The Customer when they are delivered to The Customer or other person to whom The Company has been authorised by The Customer to deliver the Goods, whether expressly or by implication, and The Company shall not be liable for the safety of the Goods thereafter. (Accordingly, The Customer should insure the Goods thereafter against such risks as may be commercially prudent).

(C) Any damage to the goods in transit, or shortages in the Goods delivered, must be notified to the relevant carrier within 10 days of receipt (packing and contents to be held for inspection), quoting the relevant invoice number and the reason for return. On no account will claims be considered if notified outside this period.

(D) By accepting delivery of The Goods The Customer acknowledges receipt of and thereby agrees to be bound by these Conditions and further acknowledges that these Conditions comprise the only conditions upon which the Goods are supplied.

3. RETURNS

(A) Subject to paragraph 3(C) of these Conditions, The Company shall not be obliged to accept any returned Goods unless otherwise agreed in writing, and requests for returns will only be considered by The Company at its discretion. This does not affect The Customer’s statutory rights. Where The Customer is an individual consumer and is not purchasing the Goods in the course of his/her business, then The Customer may cancel an order and return the Goods for a full refund provided that The Customer notifies The Company within 7 business days after The Customer receives the Goods that it wishes to cancel the order, and further provided that The Customer promptly returns the Goods (at The Customer’s expense) in re-saleable condition.

(B) Unauthorised returns, will, at The Company’s discretion, be sent back to The Customer at The Customer’s risk and expense, or be credited at a reduced rate or subject to the imposition of some other penalty.

4. TITLE

(A) Notwithstanding any other provision of these Conditions, ownership of all Goods shall remain vested in The Company (which reserves the right to dispose of them) until The Company has received payment in full of all debts owing by The Customer to The Company.

(B) In the event that payment is overdue in whole or in part or upon the commencement of any act or proceedings in which The Customer’s solvency is involved, The Company may, without prejudice to any of its other rights, recover or resell the Goods or any of them and may enter upon The Customer’s premises by its servants or agents for that purpose. The Customer agrees to pay The Company all costs of repossession.

(C) Where The Customer sells the Goods or any of them prior to acquiring the ownership of them, all money received from such sale shall be held by The Customer as trustee for The Company until all sums due to The Company from The Customer have been duly paid.

5. PAYMENT

(A) Orders from Customers who do not have an agreed credit account will only be accepted against prepayment in full. Where such a credit account exists all Goods are supplied subject to the credit terms from time to time granted by The Company. Time is of the essence with respect to The Customer’s payment obligations. Payment may not be withheld or delayed by The Customer for unauthorised returns or otherwise without the prior written agreement of The Company.

(B) The Company reserves the right to charge interest on overdue amounts accruing on a daily basis from the date payment is due until the date of the actual payment (both before and after any judgement). The rate of interest charged will be equal to 8% above HSBC Bank plc base rate from time to time in force.

6. LIABILITY

(A) The Company shall be liable for death or personal injury resulting from negligence of The Company, its servants or agents (but not independent contractors) while acting in the course of their employment by The Company.

(B) The Company does not make or give any warranty, representation or undertaking as to the quality of the Goods, their correspondence with description or fitness for purpose, that the Goods are not defamatory, injurious, obscene, unlawful or in breach of copyright or in any other manner whatsoever. So far as is permitted by law and except as provided in these Conditions, all implied warranties, conditions or other terms are hereby excluded.

(C) Save as and to the extent provided by these Conditions, The Company shall not in any circumstances be liable to The Customer or any successor or assignee of The Customer in respect of any loss of whatever nature occurring to The Customer arising from the supply of Goods or from non delivery, delayed delivery, damage to or loss of the Goods owing to any act or omission by The Company (including negligence) or any cause not within The Company’s control including (without limitation) fire, flood, accident, strike, plant breakdown, shortage of supplies, riot, lock-out, trade dispute, industrial action, terrorism, nuclear accident, war, insurrection, act of restraint of Government.

(D) The Company shall not in any circumstances whatsoever and howsoever arising be liable for any special, indirect, consequential or economic loss (including but not limited to loss of profits, business, revenue, goodwill or anticipated savings) howsoever caused.

(E) The Customer shall notify The Company immediately in writing of any claim or infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights in the Goods of which The Customer becomes aware.

7. TERMINATION AND GENERAL

(A) The contract constituted by these Conditions shall terminate immediately if any order is made for the bankruptcy of, or an effective 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 creditors or if a supervisor, 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.

(B) If any agreement between The Company and the copyright holder of any Goods expires or is terminated for any reason, The Company may terminate the contract constituted by these Conditions immediately or at any time afterwards in relation to the Goods concerned.

(C) The termination of the contract constituted by these Conditions shall not affect any rights or obligations of the parties arising before such termination.

(D) These Conditions and all contracts under these Conditions are governed by and shall be construed in accordance with the laws of England and all disputes shall be submitted to the non-exclusive jurisdiction of the English courts.

(E) In the event of The Company notifying The Customer that a publication contains a libellous or serious erroneous statement and should therefore be withdrawn from sale, The Customer shall comply with the request immediately. In such circumstances, The Customer shall be entitled to return all unsold stock of that publication for credit and this shall be the limit of The Company’s liability to The Customer.

(F) In the event of a conflict between these Conditions and any other formal written contract between The Company and The Customer, the terms of such formal written contract will prevail.

8. THE COMPANY’S NAME

The Customer is not entitled to make any use or reference whatsoever to The Company’s name, or to the “SK” name or logo, in any marketing materials or elsewhere without The Company’s express prior written consent.