Terms & Conditions of Trade
1.1 “Beckett Books ” shall mean Beckett Books Limited, or any agents or employees thereof.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from Beckett Books.
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Beckett Books to the Customer; and
1.3.2 all Goods supplied by Beckett Books to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Beckett Books; and
1.3.4 all Goods supplied by Beckett Books and further identified in any invoice issued by Beckett Books to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by Beckett Books or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Beckett Books; and
1.3.6 all of the Customer’s present and after-acquired Goods that Beckett Books has performed work on or to or in which goods or materials supplied or financed by Beckett Books have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Goods ” shall also mean all goods, products, services and advice provided by Beckett Books to the Customer and shall include without limitation the importing, exporting, wholesale distribution and supply of books (including periodicals) and all associated goods and servi ces.
1.5 “Price” shall mean the cost of the Goods as agreed between Beckett Books and the Customer and includes all disbursements eg charges Beckett Books pay to others on the Customer's behalf subject to clause 4 of this contract.
2.1 Any instructions received by Beckett Books from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Beckett Books to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Goods provided by Beckett Books to any other party.
3.2 The Customer authorises Beckett Books to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the current amount as such Goods are sold by Beckett Books at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of Beckett Books between the date of the contract and delivery of the Goods.
5.1 Payment for Goods shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Beckett Books in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
6.1 Where a quotation is given by Beckett Books for Goods:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.2 Where Goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods.
7.1 The Goods remain at Beckett Books’s risk until delivery to the Customer.
7.2 Delivery of Goods shall be deemed complete when Beckett Books gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3 The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Beckett Books making time of the essence.
7.4 Where Beckett Books delivers Goods to the Customer by instalments and Beckett Books fails to deliver or supply one or more instalments the Customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
8.1 The Customer authorises Beckett Books to contract either as principal or agent for the provision of Goods that are the matter of this contract.
8.2 Where Beckett Books enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1 Title in any Goods supplied by Beckett Books passes to the Customer only when the Customer has made payment in full for all Goods provided by Beckett Books and of all other sums due to Beckett Books by the Customer on any account whatsoever. Until all sums due to Beckett Books by the Customer have been paid in full, Beckett Books has a security interest in all Goods.
9.2 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with Beckett Books until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to Beckett Books as security for the full satisfaction by the Customer of the full amount owing between Beckett Books and Customer.
9.3 The Customer gives irrevocable authority to Beckett Books to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Beckett Books believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. Beckett Books shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Beckett Books may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as Beckett Books reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4 Where Goods are retained by Beckett Books pursuant to clause 9.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
9.5 The following shall constitute defaults by the Customer:
9.5.1 Non payment of any sum by the due date.
9.5.2 The Customer intimates that it will not pay any sum by the due date.
9.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
9.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Beckett Books remains unpaid.
9.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
9.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
9.5.7 Any material adverse change in the financial position of the Customer.
9.6 If the Credit Repossession Act applies to any transaction between the Customer and Beckett Books, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
10.1 Beckett Books may in its discretion allocate any payment received from the Customer towards any invoice that Beckett Books determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Beckett Books, payment shall be deemed to be allocated in such manner as preserves the maximum value of Beckett Books’s purchase money security interest in the Goods.
11.1 The Customer agrees that Beckett Books may exercise a general lien against any Goods or property belonging to the Customer that is in the possession of Beckett Books for all sums outstanding under this contract and any other contract to which the Customer and Beckett Books are parties.
11.2 If the lien is not satisfied within seven (7) days of the due date Beckett Books may, having given notice of the lien at its option either:
11.2.1 Remove such Goods and store them in such a place and in such a manner as Beckett Books shall think fit and proper and at the risk and expense of the Customer; or
11.2.2 Sell such Goods or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.
12. DISPUTES AND RETURN OF GOODS
12.1 The Customer shall be deemed to have accepted the Goods on receipt of the Goods. Thereafter the Goods cannot be returned unless such a return is approved by Beckett Books.
12.2 If there is a dispute about the Goods then the details of the dispute must be conveyed to Beckett Books within seven (7) days. Thereafter no claim relating to the Goods will be considered. A dispute about the Goods does not mean that Beckett Books will necessarily approve the return of the Goods.
13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Beckett Books which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Beckett Books, Beckett Books’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
13.2 Except as otherwise provided by clause 13.1 Beckett Books shall not be liable for:
13.2.1 Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by Beckett Books to the Customer; and
13.2.2 The Customer shall indemnify Beckett Books against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Beckett Books or otherwise, brought by any person in connection with any matter, act, omission, or error by Beckett Books its agents or employees in connection with the Goods.
14.1 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
14.2 Beckett Books does not provide any warranty that the Goods are fit and suitable for the purpose for which they are required by the Customer and shall not be liable if they are not.
14.3 Notwithstanding the above Beckett Books will pass onto the Customer any third party warranties such as those of the manufacturer at the time of purchasing the Goods.
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from Beckett Books for the purposes of a business in terms of section 2 and 43 of that Act.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1 If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Beckett Books agreeing to supply Goods and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Beckett Books the payment of any and all monies now or hereafter owed by the Customer to Beckett Books and indemnify Beckett Books against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
17.1 Beckett Books shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Goods to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
17.2 Any cancellation or suspension of this agreement shall not affect Beckett Books’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to Beckett Books under this contract.
18.1 Beckett Books shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
18.2 Failure by Beckett Books to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Beckett Books has under this contract.
18.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.4 The client shall not assign all or any of its rights or obligations under this contract without the written consent of Beckett Books.
18.5 Where these terms and conditions of trade are at variance with the order or instructions from the Customer these terms and conditions of trade shall prevail.