The following definitions and rules of interpretation apply in these terms & conditions:
Buyer: any individual, organisation, or business who purchases Products from SAGE.
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 and its customers.
Contract: the contract between SAGE and the Buyer for the sale and purchase of the Products, comprising an Order and these terms and conditions.
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.
Order: any order in any format requesting purchase of Products, submitted by the Buyer to SAGE.
Products: all books published by SAGE including any electronic products and any other products developed by SAGE.
SAGE: SAGE Publications Ltd.
These terms and conditions shall be deemed to be in force when an Order is submitted to SAGE.
2. INTELLECTUAL PROPERTY
All Intellectual Property Rights in the Products shall remain owned by SAGE unless anything to the contrary is expressly outlined in this agreement.
The Buyer shall follow UK Copyright Licensing Agency (‘CLA’) guidelines on intellectual property and obtain any applicable CLA licence where necessary.
The Buyer shall adhere to all territorial rights restrictions in respect of onward sales of the Products. The buyer shall use all reasonable endeavours to ensure that they don’t knowingly export into restricted territories. The Buyer may receive bibliographic information, including territorial rights, on SAGE Products direct from SAGE or via a reputable bibliographic data supplier.
Orders are delivered free of charge to addresses in the UK, Including highlands and Islands
Orders to be delivered outside the UK are sold FOB (Free on Board). The customer is responsible for all freight charges, taxes and duties. Unless specified, orders up to 5kg will be despatched by post. Orders over 5kg will be despatched by a courier of SAGE’s choice.
SAGE may request notarized proof of export from the UK and proof of receipt into the intended destination country as indicated on the original purchase order submitted by you to SAGE. Failure to provide such evidence may result in your account being suspended. SAGE can demand the return of any books at your cost in such cases.
If Requested, final destination country for books ordered must be declared to SAGE in advance of ordering as this may affect our sales rights and ability to supply certain titles. If the destination differs from the registered company address as declared on your account with SAGE or on your purchase order sheet, then we reserve the right to alter discount and credit terms offered or to refuse supply in some cases. We therefore advise you to discuss your export or supply plans with your SAGE representative in advance of placing the order.
4. DELIVERY CLAIMS AND RETURNS POLICY
Pre-authorisation is not required for returns, provided our returns parameters (detailed below) are met. The original invoice, or a document stating the correct ISBN, quantity returned and the original invoice number must accompany the books being returned. Books are returned at the Buyers expense. All returned copies must have been purchased from SAGE. SAGE accepts returns authorisation requests via BATCH.
Returns Period. Titles must be returned no sooner than 3 months and no later than 15 months from the invoice date. Any title that falls sooner than 3 months will require pre-authorisation; please contact your sales representative and await reply before returning the books.
Condition of Returned books. Books received by SAGE are required to be in a re-saleable condition. Stock that has been damaged or defaced will not be considered re-saleable. This includes: Price stickers or marks e.g. glue residue left by the removal of a sticker; security tagging; damaged pages; marks such as creasing or spine indentations; excessively shop-soiled copies etc. For stock-holding bookshops, SAGE will give due consideration to fair wear and tear; any products that are shrink-wrapped or individually boxed must be returned in original packaging.
Books not meeting the criteria above will not receive a credit and will be returned to the Buyer if requested. Return cost will be at the Buyers expense.
Publisher's Errors. Claims for books found to be imperfect or damaged on delivery will be accepted if SAGE are notified within 30 days of the date on the invoice. To assist with credit processing we may ask for photographs (of both the goods and packaging) to support damage claims. If the RRP is £50 or over, the whole book should be returned. Any reasonable claim for the reimbursement of your expenses in making the return will be met.
Credits and Claims. Credits will be raised upon receipt of the goods into our warehouse. If we have no record of the stock being received we cannot raise a credit unless provided with proof of delivery to our warehouse address with a valid SAGE warehouse employee signature attached. Please note this does not include a Post Office or courier receipt. Buyers cannot withhold payment due to any pending returns or excess inventory.
If you have any queries regarding this policy, please contact your local sales representative or customer services.
5. PAYMENTS AND CREDIT TERMS
If SAGE have allocated a credit facility to you, you will be advised of the payment terms. If payments are not made on time then SAGE reserve the right to take the following action:
withhold all future orders until payments are made;
reduce or remove the credit facility for all future orders;
report the situation to others who ask us or have at any time asked us for trading references;
refuse credits relating to the overdue or any other invoices;
review all overdue invoices and remove any special pricing, discounts or net price agreements in favour of full list prices;
take legal recourse as deemed appropriate. In this event, legal costs will be charged to you for full recovery via the courts.
Payments should be made in GBP. USD may be accepted only after the exchange rate has been agreed in advance with SAGE. USD payments must be made into our USD bank accounts as detailed on your invoice. All bank charges must be paid by you, or SAGE will re-bill these to your account with us. Drafts and cheques must be mailed in good time, to arrive in London one week before the invoice due date. We recommend you obtain proof of posting and mail only through a registered delivery service. Do not send drafts or cheques to our local offices, as it is your responsibility to deliver payment to the UK directly.
Payments should be accompanied by a remittance advice, or the notice must be sent by email as soon as the telegraphic transfer has been made. In the case of no remittance being received, SAGE will automatically allocate the payment against the oldest invoices on your credit account.
Should you wish to order books with a net value that exceeds your credit limit with us, an advance payment can be made for the excess sum.
Credit limits are reviewed annually. All reviews and alterations are made at SAGE management’s discretion and further references may be required as part of this review process.
Special discount orders will often require pre-payment.
SAGE may withdraw your credit facility at any time and request pre-payment.
Legal and beneficial title to the goods sent out to you remain with SAGE until payment has been received in FULL for all the goods supplied by us.
The Buyer (being an individual) agrees to inform SAGE of any bankruptcy order made against them or any legal arrangement with his creditors. The Buyer also agrees to inform SAGE prior or the appointment of any administrative receiver or petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
Failure to fulfil this obligation or the placing of orders when the Buyer is aware of any such upcoming proceedings shall be deemed as breach of contract.
SAGE reserves the right to adjust prices from those advertised in catalogues, from time to time. This will include 6-monthly price rises. Pre-issued proforma invoices will be honoured at the old price for a period of three months from date of issue. For the most up to date pricing, please see our Website or request a quotation from us.
Proforma (pre–payment) orders do not reserve stock and delays in payment for a proforma invoice may result in unavailability of stock. The proforma does not guarantee stock availability and if this is required please speak with your SAGE representative for special consideration.
Each Party will keep the other Party's Confidential Information confidential. Specifically each Party receiving Confidential Information agrees not to disclose such Confidential Information except to those directors, officers, employees and agents of such Party (i) who reasonably need to know such information and (ii) who have been informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information. Each Party acknowledges that it has all requisite authority under applicable laws to provide the other Party with access to Confidential Information. Each Party receiving Confidential Information further agrees that it will not use such Confidential Information except for the purposes set forth in this Agreement
The UK Bribery Act 2011 (the ‘Act’) requires that SAGE and all its agents and customers do not give, accept, offer or solicit bribes, whether financial or in the form of gifts or hospitality. We require that all our customers and agents are aware of the terms of the Bribery Act 2011 and agree to abide by those terms in all their dealings with or for us. We are happy to provide information on the Bribery Act if requested. Failure to abide by the terms of the Act may result in immediate loss of any business with SAGE in addition to any legal penalties imposed.
Any consumer rights implied through statute are not affected by the terms of this agreement if Buyer is purchasing as a Consumer as defined in the Consumer Rights Act 2015.
7. RETENTION OF TITLE & USAGE
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with SAGE until SAGE has received payment of the full price of (a) all goods and/or services the subject of the contract and (b) all other goods and/or services supplied by SAGE to the Buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between SAGE and the Buyer.
Buyer warrants not to use Products for rental purposes. In the event that Buyer breaches this warranty Buyer shall indemnify SAGE the sum of £1000 per book, or 50% of related invoicing in the last 12 months (whichever is the higher). Buyer acknowledges this indemnity sum to be a reasonable estimation of SAGE’s loss. Use of Products for rental purposes will afford SAGE the right to terminate this agreement immediately without liability.
8. GOVERNING LAW AND JURISDICTION
These terms and conditions shall be governed by the laws of England and Wales and interpreted in the courts of England.
SAGE may terminate this agreement at any time for any reason (or no reason) upon providing 1 months written notice.
Thank you for abiding by these terms of trade, which help us to operate a fair, reliable and quality supply service for SAGE Products