The following terms of Sale and Supply shall apply to each order for the supply of Goods unless otherwise agreed in writing. Acceptance of Customer's orders shall be subject to these terms and conditions and cannot be altered by the Customer’s terms of purchase.

1. COPYRIGHT
All Goods distributed by the Company are subject to copyright, as stated on each item and such copyrights cannot be assigned without the prior written permission of the Publisher or the relevant copyright owner.

2. PUBLICATION DATES
Goods must not be displayed or sold to the general public before the Publisher’s advised Publication Date. The invoice documentation shows the advised Publication Date when goods are supplied before the Publication Date.

3. CARRIAGE AND SHIPPING
Customers within the UK and Eire: there is FREE carriage and handling on all orders over £75 trade value excluding VAT. Orders of less than £75 trade value (exc. VAT) will incur a carriage and handling charge of £3.95 plus VAT.

ANC Pick-Ups are charged at £4.50 plus VAT. Customers outside of the UK and Eire but within the European Union: Orders with a trade value of less than £150 will be charged £9.50 (plus VAT where applicable) for carriage and handling. Orders with a trade value over £150 will be charged £5.50 (plus VAT where applicable).

Customers outside the European Union: accounts will be charged postage and packaging on all orders at cost. Advice on shipping/airfreight routes is readily available upon request.

4. RETURNS
All goods are supplied on a firm sale basis unless a prior arrangement has been made with STL Distribution Customer Services.

Returns will only be accepted with prior authorisation from STL Distribution Customer Services. Please telephone our Serviceline for a returns number for UK accounts. European and International accounts should contact our European and International desks respectively.

Claims for credit or returns will not be considered unless the relevant invoice number is quoted. Approved returns due to damaged stock or our processing error will be given full credit, providing the invoice number is supplied.

Approved returns due to other reasons will be subject to a handling charge of 10% of the invoice value.

They must be clean, free of booksellers’ marks or labels, and in the sole opinion of the Company, in a condition fit to be resold. They must also be on the current STL Distribution stock list at the current price. Items received which do not meet this criteria will not be credited to the Customer and will be held at STL Distribution for 14 days after the Customer has been advised credit cannot be given. If requested they will be returned to the Customer with a 10% handling charge based on the invoice value of the Goods returned plus the cost of carriage. Damaged Goods not claimed by the Customer within 14 days of receipt of the credit note by the Customer will be disposed of by STL Distribution.

Unauthorised returns will be returned to the Customer.

5. CANCELLATION
Cancellation of an order by the Customer cannot be accepted or Goods returned for credit unless previously agreed to in writing by the Company. Where such cancellation is agreed the Company reserves the right to charge the Customer with the amount of any losses or expenses incurred or material used and a reasonable allowance for overhead charges and loss of profits.

6. CLAIMS
Claims for any damages or shortages must be notified to the Carriers and the Consignors within three days of the receipt of Goods, with a copy sent to the Company within the same period.

Written notice of claims for non-delivery must be given to the Company within 14 days of the invoice date or in the case of non-delivery of invoice within 21 days of the date of the original order. On no account will claims be considered if notified outside this period. The return of title pages or authorised returns of stock for credit / replacement must be received back at STL within 30 days of the notice of damage or loss being given.

7. PRICES
The Customer acknowledges that the Publisher and the Company has the right to change prices without notice.
Goods will be invoiced based on the price in force at the time of raising the invoice.
Any special request by the Customer for Goods to be delivered by any means other than our normal arrangements shall be subject to an additional charge to cover the extra cost, plus VAT.

8. DISCOUNTS
Full trade discounts will be given to all Customers who can establish that they qualify as retail outlets. Where the Company is acting as Distributor for a Publisher Goods will be invoiced at the discount rate agreed by the Publisher with the Customer.

9. PAYMENTS

9.1
UK and European Union Customers - Payment from retailers in the UK and the European Union is required within 30 days net of the invoice date. VAT will be charged on UK and European Union accounts at the current rate applicable. (In general VAT is charged on stickers, gifts, cassettes, compact discs, videos and other non-book items.) STL Distribution reserves the right to make a charge at 4% above their bankers’ base rate on amounts overdue.

9.2
International Customers - Payment from retailers in non-E.U. Europe, Middle East and North America is required within 60 days net of the invoice date; 90 days for the rest of the world. STL Distribution reserves the right to make a charge at 4% above their bankers’ base rate on amounts overdue.

9.3
All costs incurred in recovering overdue debts, including legal expenses, will be payable by the Customer.

9.4
The Company reserves the right to terminate this agreement and/or withhold further supplies in the event of amounts payable being overdue, breach of any of these Terms and Conditions of Supply or any other reason which at the discretion of the Company warrants such action.

10. RETENTION OF PROPERTY

10.1
The Goods shall be at the Customer’s risk as from delivery.

10.2
In spite of delivery having been made property in the Goods shall not pass from the Company until the Customer shall have paid the Price plus VAT in full and no other sums whatsoever shall be due from the Customer to Company.

10.3
Until property in the Goods passes to the Customer in accordance with clause 10.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no costs to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.

10.4
Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company.
Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as a principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identifies as the Company’s money.

10.5
The Company shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.

10.6
Until such time as property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company.
If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Customer under clause 10.4 shall cease.

10.7
The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company.
Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

10.8
The Customer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance.
Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

10.9
The Customer shall promptly deliver the prescribed particulars of this contract to the Register in accordance with the Companies Act 1985 Part X11 as amended. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

11. DDU  Delivered Duty Unpaid (named destination place)
This term means that the seller delivers the goods to the buyer to the named place of destination in the contract of sale. The goods are not cleared for import or unloaded from any form of transport at the place of destination. The buyer is responsible for the costs and risks for the unloading, duty and any subsequent delivery beyond the place of destination.
However, if the buyer wishes the seller to bear cost and risks associated with the import clearance, duty, unloading and subsequent delivery beyond the place of destination, then this all needs to be explicitly agreed upon in the contract of sale.

12. RIGHTS
Where a Publisher specifies areas into which goods may not be sold then the company will endeavour to observe these restrictions. It is the responsibility of the customer to ensure that any purchases from the company do not infringe the Publishers’ restrictions.

13. COMPANY’S LIABILITY
The Company will not be liable for any loss of whatsoever nature occurring to the Customer arising from nondelivery, delayed delivery, damage to or loss of the Goods owing to any act or omission by the Publisher or any other cause not within the Company’s control including, without limitation, fire, flood, accident, strikes, riots, war, lock-outs, trade disputes, acts or restraints of government. The Customer acknowledges that where the Company acts only as distributor for the Publisher the Company makes no warranty, express or implied, as to the literary content and/or marketability of the Goods.

14. RIDER

14.1
This Agreement shall terminate forthwith if an Order is made or any effective Resolution is passed for the winding-up of the Company or the Customer or either of the foregoing is unable to pay its debts within the meaning of Section 518 of the Companies Act 1985, or it makes a composition with creditors.

14.2
The Company may terminate this Agreement on one month’s written notice to the Customer at any time.

14.3
The termination of this Agreement shall not affect any rights or obligations of the parties pursuant here to arising prior to such termination.

15. LAW
This contract shall be governed by and construed in accordance with the Laws of England.

DEFINITIONS
•‘The Company’ means John Ritchie Ltd trading as STL Distribution..

• ‘Customer’ is a person contracting with the Company for the supply of the Goods of the Company either as principal or as agent for a Publisher under a contract for the purchase of the Goods.

• ‘Publisher’ is the publisher or supplier of the Goods.

• ‘Goods’ means the items which the Company offers for sale including but not limited to books, printed sheets, printed cards, magazines, magnetic tapes, computer tapes, records, compact discs, selling aids and gift items.

• ‘Publication Date’ is the date which the Publisher sets as the first day the product may be sold to the general public.