Conditions of sale - goods
Conditions of sale – goods
Unless a separate agreement has been entered into between the parties, the customer and Cambridge agree that the sale and purchase of goods are made under these conditions. The customer's order of the products shall constitute acceptance of these conditions.
Customers in Australia and New Zealand, please refer to separate terms
1. Definitions
1.1 The definitions and rules of interpretation in this Condition apply in these Conditions.
1.2 Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
1.3 Customer: the person, organisation, institution or company who purchases the Goods from Cambridge pursuant to these Conditions.
1.4 Cambridge: The Chancellor, Masters, and Scholars of the University of Cambridge, trading as Cambridge University Press & Assessment and any of our subsidiary or holding companies as identified on the Order including OCR and RSA Examinations. We are a not-for-profit organization.
1.5 Conditions: the terms and conditions set out in this document as amended by Cambridge from time to time.
1.6 Confidential Information: any information of a confidential nature disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) relating to the Disclosing Party’s business, products and services (including technical or commercial know how or trade secrets) and its customers.
1.7 Contract: the contract between Cambridge and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
1.8 Delivery Location: Cambridge’s nominated warehouse or the location of the Customer’s carrier, as set out in the Order.
1.9 Goods: the goods (or any part of them) set out in the Order.
1.10 Intellectual Property Rights: any and all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.11 Order: an order requesting delivery of Goods, submitted by the Customer to Cambridge containing the specific details of the Goods, quantity, and any other special conditions, if any.
1.12 Trade Marks: Cambridge’s trade marks used in respect of the Goods.
2. Contract
2.1 The Order shall only be deemed to be accepted when Cambridge issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.2 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate (including any terms or conditions the Customer purports to apply under any purchase order, confirmation of order, specification or other document) or that may otherwise be implied by trade, custom, practice or course of dealing.
2.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Cambridge not set out in the Contract.
2.4 Where the parties have entered into a separate written agreement, as required by Cambridge for the supply of certain goods, the terms therein shall apply to the supply of those goods insofar as they contradict any of these Conditions.
2.5 Cambridge may amend these Conditions at any time by posting a revised version of the Conditions on its website, but any revised version of the Conditions shall only become applicable to the Contract when the Customer submits an Order following the date of the posting of the revision. By submitting an Order the Customer agrees to comply with the current version of these Conditions.
3. Products
3.1 All samples, drawings, descriptive matter, specifications and advertising issued by Cambridge and any descriptions or illustrations contained in Cambridge’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Customer and Cambridge and this is not a sale by sample.
4. Delivery
4.1 The Customer shall collect the Goods from the Delivery Location, within three (3) Business Days of Cambridge giving it notice that the Goods are ready.
4.2 Delivery of the Goods shall be completed:
4.2.1 when the Goods have been loaded at Cambridge’s nominated warehouse on the means of transport provided by the Customer; or
4.2.2 if the Goods are not being collected at Cambridge’s nominated warehouse; when the Goods are ready for unloading and placed at the disposal of the Customer’s carrier, or another person nominated by the Customer,
4.3 Any dates specified by Cambridge for delivery of the Goods are intended to be an estimate only. Time for delivery shall not be made of the essence by notice.
4.4 If for any reason the Customer fails to accept delivery of any of the Goods within three (3) Business Days of Cambridge notifying the Customer that the Goods are ready for delivery, or Cambridge is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
4.4.1 the Goods shall be deemed to have been delivered at 09.00am three (3) Business Days following notification by Cambridge that the Goods are ready; and
4.4.2 Cambridge shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including storage and insurance).
4.5 If, ten Business Days after Cambridge has notified the Customer that the Goods are ready for delivery, the Customer has not accepted delivery of them, Cambridge may resell or otherwise dispose of all or part of the Goods. Subject always to the provisions of Condition 9 (Quality), no refunds shall be payable by Cambridge to the Customer at any time for Goods delivered by Cambridge but not accepted by the Customer.
4.6 If Cambridge delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Cambridge shall make a pro rata adjustment to the invoice for the Goods. Cambridge may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.7 The Customer shall be responsible for checking the quantity of Goods delivered in each instalment at the time of delivery and notifying Cambridge promptly of any shortfall.
4.8 Cambridge shall not be liable for any non-delivery of Goods unless the Customer gives written notice to Cambridge within 5 Business Days of the date of delivery.
4.9 Cambridge’s maximum liability for non-delivery of the Goods shall be limited to, at Cambridge’s sole discretion, either supplying the missing Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5. Risk and ownership
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Ownership of the Goods shall not pass to the Customer until Cambridge has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and any other goods that Cambridge has supplied to the Customer.
5.3 Subject to Condition 5.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Cambridge receives payment for the Goods. However, if the Customer resells the Goods before that time:
5.3.1 it does so as principal and not as Cambridge’s agent; and
5.3.2 title to the Goods shall pass from Cambridge to the Customer immediately before the time at which resale by the Customer occurs.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 14.4, then, without limiting any other right or remedy Cambridge may have:
5.4.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
5.4.2 Cambridge may at any time:
- require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5.5 Until ownership of the Goods has passed to the Customer, the Customer shall:
5.5.1 hold the Goods on a fiduciary basis as Cambridge’s bailee;
5.5.2 store the Goods (at no cost to Cambridge) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Cambridge’s property;
5.5.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods, including by any use of marketing or pricing stickers;
5.5.4 maintain the Goods in satisfactory condition and keep them insured for their full price against all risks from the date of delivery;
5.5.5 notify Cambridge immediately if it becomes subject to any of the events listed in Condition 14.4; and
5.5.6 give Cambridge such information relating to the Goods as Cambridge may require from time to time.
6. Price
6.1 Unless otherwise notified by Cambridge in writing, the price of the Goods shall be the price set out in Cambridge’s published price list in effect on the date of delivery or deemed delivery.
6.2 The price of the Goods shall be exclusive of value added tax, any similar sales tax or any tax that replaces such sales taxes, insurance, and any customs, import or other duties charged in respect of the sale and importation of Goods into the country in which the Customer is located, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.
6.3 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time.
6.4 Cambridge is responsible for obtaining, at its own cost, such export licences and other consents in relation to the Goods as are required from time to time.
6.5 Cambridge may, by giving notice to the Customer at any time up to five (5) Business Days before delivery, increase the price of the Goods to reflect any increase in the costs of the Goods due to:
6.5.1 any request by the Customer to change delivery date(s), quantities or types of Goods ordered, or the specification; or
6.5.2 any delay caused by any instructions of the Customer or failure by the Customer to give Cambridge adequate or accurate information or instructions; or
6.5.3 any factor beyond Cambridge's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).
7. Payment
7.1 Subject to any agreed credit terms, payment of the price of the Goods is due in the invoiced currency on receipt of invoice. Cambridge may vary or withdraw any credit facilities without notice at any time for any reason.
7.2 Payment by debit or credit card is subject to Cambridge's prior approval and a handling fee. Any refunds to a debit or credit card shall be made only to the card on which the original payment was made.
7.3 Time for payment shall be of the essence.
7.4 No payment shall be deemed to have been received until Cambridge has received cleared funds.
7.5 All payments payable to Cambridge under the Contract shall become due immediately on its termination, notwithstanding any other provision.
7.6 Unless otherwise agreed between Cambridge and the Customer, the Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law, in which case the Customer will provide the certificates for the same to Cambridge in accordance with the requirements and timelines prescribed under the applicable law). Cambridge may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Cambridge to the Customer.
7.7 If the Customer fails to pay Cambridge any sum due pursuant to the Contract by the due date, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8. Returns
8.1 Returns will only be accepted with Cambridge’s prior written consent.
8.2 The Customer must seek permission from either:
8.2.1 the Customer’s Cambridge sales representative; or
8.2.2 the relevant Cambridge sales department.
8.3 Unless otherwise agreed in writing, and subject always to clause 8.1, Cambridge will only accept returns on the basis that:
8.3.1 for excess inventory only, the return is made within 18 months of delivery of the Goods to the Customer;
8.3.2 the Goods are in print at the time of return;
8.3.3 the return is documented with full invoice numbers;
8.3.4 the Customer packs the Goods with reasonable care and in accordance with any instructions provided by Cambridge;
8.3.5 the Goods are in re-saleable condition (undamaged, unmarked, and not priced);the Customer pays for the cost of returning the Goods; and
8.3.6 the Goods are received by Cambridge within 30 days of receipt of Cambridge’s written consent.
9. Quality
9.1 Cambridge warrants that (subject to the other provisions of these Conditions), upon delivery, the Goods shall be of satisfactory quality and free from defects as a result of faulty design, workmanship or materials.
9.2 Where Cambridge is not the manufacturer of the Goods, Cambridge shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Cambridge.
9.3 Except as expressly set out above, the Goods are provided "as is" without warranty of any kind, and no other warranties, either express or implied, are made with respect to the Goods, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or any other warranties that may arise from custom, trade practice or course of dealing. Cambridge does not warrant, guarantee, or make any representations regarding the use of or the results of the use of the Goods in terms of correctness, accuracy, reliability, or otherwise.
9.4 Subject to Condition 9.5, if:
9.4.1 the Customer gives written notice within 14 days from when the Customer discovers or ought to have discovered that some or all of the Goods do not comply with the warranties set out in Condition 9.1;
9.4.2 Cambridge is given a reasonable opportunity of examining such Goods; and
9.4.3 the Customer (if asked to do so by Cambridge) returns such Goods to Cambridge’s place of business at the Customer’s cost for the examination to take place there, Cambridge shall, at its option, repair or replace the defective Goods or refund the price of such Goods at the pro rata Contract rate.
9.5 Cambridge shall not be liable for a breach of any of the warranties in Condition 9.1 if:
9.5.1 the Customer makes any further use of such Goods after giving notice in accordance with Condition 9.4.1;
9.5.2 the defect arises because the Customer failed to follow Cambridge’s oral or written instructions as to the storage, installation, commissioning or use of the Goods or (if there are none) good trade practice;
9.5.3 the Customer alters or repairs such Goods without the written consent of Cambridge; or
9.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
9.6 Except as provided in this Condition 9 Cambridge shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 9.1.
9.7 Cambridge reserves the right at any time to withdraw any product or any part of any product. Cambridge shall refund the price of such Goods at the pro rata Contract rate provided that, if Cambridge so requests, the Customer shall, at Cambridge‘s expense, return the Goods or the part of such Goods to Cambridge.
9.8 These Conditions shall apply to any repaired or replacement Goods.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude Cambridge's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any matter in respect of which it would be unlawful for Cambridge to exclude or restrict liability.
10.2 Subject to Condition 10.1:
10.2.1 Cambridge shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit (howsoever arising) or (ii) any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 Cambridge's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
11. Intellectual property
11.1 The Customer shall sell the Goods under the Trade Marks and shall not alter or make any addition to the labelling or packaging of the Goods displaying the Trade Marks without Cambridge’s prior written consent. The Customer shall not alter, deface or remove any reference to the Trade Marks, any reference to Cambridge or any other name displayed on the Goods, their packaging or labelling.
11.2 Cambridge makes no representation or warranty about the validity or enforceability of the Trade Marks, nor as to whether they infringe any Intellectual Property Rights of third parties.
11.3 Nothing in these Conditions shall operate to transfer or licence any Intellectual Property Rights between the Parties and all Cambridge’s Intellectual Property Rights in the Goods shall remain vested in Cambridge.
12. Confidentiality
12.1 The Receiving Party shall only disclose Confidential Information to those of its employees and agents (“Representatives”) who need to know it for the purposes of discharging its obligations under the Contract and shall ensure that such Representatives comply with the obligations of this provision as though they were a party to the Contract. The Receiving Party may also disclose Confidential Information of a Disclosing Party as required to be disclosed by law.
13. Force majeure
13.1 Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or nonperformance continues for 3 months, the Party not affected may terminate this Contract by giving 30 days’ written notice to the affected Party.
14. Termination
14.1 Without limiting any other rights or remedies to which it may be entitled, either party may give notice in writing to the other terminating the Contract immediately if:
14.1.1 the other party fails to pay any undisputed amount due under it on the due date for payment and remains in default for more than 14 days;
14.1.2 the other party commits a material breach of any material term of the Contract and (if remediable) fails to remedy that breach within 30 days of that party being required in writing to do so; or
14.1.3 the other party repeatedly breaches any of the terms of the Contract in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
14.2 If the Customer becomes subject to any of the events listed in Condition 14.3, Cambridge may terminate the Contract with immediate effect by giving written notice to the Customer.
14.3 For the purposes of Condition 14.1, the relevant events are:
14.3.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed either unable to pay its debts or as having no reasonable prospect of so doing;
14.3.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
14.3.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation;
14.3.4 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
14.3.5 the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
14.3.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
14.3.7 the Customer is the subject of a bankruptcy petition or order;
14.3.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
14.3.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 14.3.1 to Condition 14.3.8 (inclusive);
14.3.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
14.3.11 the Customer's financial position deteriorates to such an extent that in Cambridge's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
14.3.12 the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs.
14.4 Without limiting its other rights or remedies, Cambridge may suspend provision of the Goods under the Contract or any other contract between the Customer and Cambridge if the Customer becomes subject to any of the events listed in Condition 14.3.1 to Condition 14.3.12, or Cambridge reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.5 On termination of the Contract for any reason the Customer shall immediately pay to Cambridge all of Cambridge's outstanding unpaid invoices and interest.
14.6 Termination of the Contract, however arising, shall not affect any of the Parties' rights, remedies, obligations and liabilities that have accrued as at termination.
14.7 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. Data protection
15.1 Both parties will comply with all applicable privacy and data protection legislation, including (i) the UK Data Protection Act 2018; and (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR).
15.2 The Customer will ensure that it has all necessary consents and notices in place to enable the lawful transfer of any personal data to Cambridge for the duration and purposes of the Contract.
16. Bribery and corruption, criminal finances and sanctions
16.1 The Customer understands that Cambridge acts in accordance with relevant UK legislation including the Bribery Act 2010 and other applicable anti-bribery laws in the jurisdictions in which it operates (“the Acts”), and the Criminal Finances Act 2017 and other applicable tax evasion laws in the jurisdictions in which it operates.
16.2 The Customer warrants that it shall:
16.2.1 comply with all applicable laws relating to anti-bribery and corruption;
16.2.2 ensure neither it, nor its employees, officers, or shareholders, or any of its subcontractors or their employees officers or shareholders, in the course of its performance of its obligations under this Contract, make, offer or request any undue financial or other advantage in any activity, practice or conduct which would constitute an offence under the Acts;
16.2.3 promptly report to Cambridge any request, demand or offer made for undue financial or other advantage by or to the Customer or its employees or agents in connection with the performance of this Contract;
16.3 The Customer shall comply with all applicable economic sanctions laws, regulations and rules, including those promulgated by the Office of Foreign Asset Control of the U.S. Department of the Treasury and by HM Treasury in the United Kingdom. In addition, the Customer shall not distribute any products directly or indirectly to any entity or individual located in Iran, North Korea, Sudan, Syria, or Cuba, without prior approval from Cambridge. Cambridge may suspend or terminate the agreement if Cambridge has reason to believe that the Customer is breaching or failing to comply with this provision.
17. Notices
17.1 Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this Condition, and shall be delivered by hand, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
17.2 Notices shall be deemed received (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second working day after posting or at the time recorded by the delivery service and (iii) if sent by email, the date and time it was received.
18. Other
18.1 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by Cambridge, the Customer shall make those licences and consents available to Cambridge prior to the relevant shipment.
18.2 Subject to clauses 6.1, 7.6 and 8.3, no variation to the Contract shall be effective unless it is in writing and signed by the Parties.
18.3 Cambridge may at any time assign or subcontract any of its rights or obligations under the Contract. The Customer may not assign any of its rights or obligations under the Contract without the prior written consent of Cambridge.
18.4 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.
18.5 No failure by either Party in exercising any right, power or remedy shall operate as a waiver of it.
18.6 A person who is not a party to the Contract shall not have any rights to enforce its terms.
18.7 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
18.8 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
February 2023
