In these terms and conditions
- The “Company” shall mean The Learning Partnership (Wales) Ltd and its successors and assignees and will include any subsidiary, parent or other company which is associated with it.
- The “Conditions” shall mean these Terms & Conditions.
- The ‘purchaser’ means, the company, firm or individual who buys or has agreed to buy Goods and/or Services from the Company.
- The ‘quotation’ shall mean any quotation addressed to the Purchaser by the Company including quoted products and prices published in any catalogue or promotional documentation provided by the Company.
- The ‘goods’ and/or ’services’ shall mean items, equipment or services of any nature that the Purchaser buys or has agreed to buy from the Company or such items of any nature let or hired by the Company to the Purchaser and Services shall additionally include all presentation of courses, lectures and training including the provision of course material and presentation of course material.
- The term ’liability whatsoever’ shall include, without prejudice to the generality of the expression all liability in tort, contract, breach of representation of implied warranty or condition or any other duty at common law or under the expressed terms of the contract including any liability for direct, indirect or consequential loss to not but limited to loss of profit or damage of any kind howsoever caused or arising. The said term will, however, not apply to liabilities in respect of death or personal injury.
- The “Company’s Recommendations for Use” means the Company’s recommendations for use (if any) contained in the Company’s published literature current at the time of the quotation in respect of the Goods and/or Services.
- Nothing in these Conditions shall exclude or restrict the Statutory Rights of a Purchaser who deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended.
- Clause headings are for information only and shall not affect construction of these Conditions.
- Unless otherwise agreed in writing acceptance of an order will be communicated by the Company to the Purchaser in writing in order to constitute a binding contract
- The placing of an order (whether orally or in writing) and whether or not based on a Quotation shall be deemed subject to the Conditions which shall apply to the exclusion of any other provisions contained in any other document issued by the Purchaser or the Company and without prejudice to the generality to the foregoing, contained in any order sent by the Purchaser. All orders are accepted only upon the Company’s terms and conditions which shall prevail over any terms and conditions in the Purchaser’s documentation which are inconsistent with those of the Company.
- No modification or amendment to the conditions shall be binding upon the Company unless agreed to in writing by a fully authorised signatory on behalf of the Company.
- Unless otherwise agreed in writing all descriptions, specifications, drawings and particulars submitted by the Company or otherwise contained in the Company’s catalogues, brochures, price lists or any other published matter are approximate only and do not form part of a contract or give rise to any independent or collateral liability whatsoever upon the part of the Company being intended merely to present a general idea of the Goods and Services as described therein.
- The Company shall not be responsible for the capacity or performance of any Goods, materials or other item supplied to the Purchaser nor its suitability or fitness for purpose unless specifically agreed in writing by the company
- Save as herein provided the Company shall accept no liability for any loss or damage consequential or otherwise indirectly attributed to the act, negligence or defaults of the Company, its servants or agents.
- The Company reserves the right in certain circumstances to substitute Goods or Services of a similar nature to those ordered by the Purchaser in the event of unavailability of certain stock or materials or items.
- The Purchaser shall comply with the Company’s Recommendations for Use and shall provide free of charge full information, documents, access to equipment and premises as may be required by the Company for the delivery of the Goods and/or Services.
- Terms of Payment
- Unless otherwise agreed, the Purchaser will pay for all Goods and Services in advance of receipt by either credit or debit charge card, telegraphic transfer or by such other form of cleared funds as agreed by the Company.
- Where payment is made by cheque it shall not be deemed to have been made until the cheque has been honoured by the drawer’s bank and cleared in the Company’s bank account.
- Where the Purchaser has an agreed running credit account with the Company which may be offered or withdrawn entirely at the Company’s discretion payment will become due fourteen days after the date of the Company’s invoice. The Company reserves the right to charge interest at a rate or 2% per month or parts thereof on all amounts unpaid by the due date and the Company shall be entitled to compound the same until payment in full has been received.
- The time for payment of all sums due to the Company shall be of the essence. Failure to pay the price for any Goods and Services supplied or any part of the price thereof or any other monies payable by the Purchaser under these Conditions will entitle the Company without prejudice to the Company’s other rights or remedy to refuse to make delivery of any further consignment of Goods and Services under this contract or Goods and Services under any other contract and/ or to cancel any order without reference to the Purchaser and such action shall not be regarded as a breach of these terms and conditions and no liability whatsoever (whether direct or indirect or consequential) shall attach to the Company in relation thereto.
- Payments received by the Company shall be applied first in settlement of any charge to interest or other costs or expenses howsoever invoiced or incurred by the Company and thereafter in settling the purchase price or principal sum or sums due to the Company.
- Late payment of any invoice or other sum due under the Conditions shall entitle the Company to levy a late payment administration charge of £200 per outstanding invoice or part thereof in addition to the Company’s other legal rights.
Cancelling a Course
- If you cancel a course the following terms and charges apply:
- More than four weeks prior to the course – no charge
- Four to one week prior to the course – 50% charge
- Less than one week prior to the course – full charge – i.e no refund
Cancelling a Conference
- If you cancel a conference the following terms and charges apply:
- More than four weeks prior to the conference – 50% of the conference fee
- Less than four weeks prior to the conference – Full fee – i.e. no refund
- If you do not attend a course or conference, and have not previously informed us, the full fee remains payable and no refund will be given.
- Unless otherwise agreed in writing the price of the Goods and/or Services in respect of contracts for delivery in Great Britain excludes the cost of delivery. Any and all charges for VAT or other applicable taxes and duties and costs including costs of carriage and packaging as determined by the Company at date of dispatch shall be payable by the Purchaser to the Company.
- The Purchaser shall not be entitled to make any deduction from nor delay payment of the price of the Goods or Services in respect of any set-off, counterclaim or indemnity or otherwise whatsoever.
- Any Quotation is based on the current cost of materials, labour, transport, overheads and/ or other charges and the price quoted is subject to fair adjustment reflecting any alteration in the cost of services, equipment, materials, labour, transport, overheads or other charges incurred by the Company during the period between the date of the Quotation and the date of dispatch or provision of the Services. Increases in prices will be notified by the company to the purchaser in writing and shall be payable from date of notification.
- Transfer of Property
- Legal and beneficial ownership of goods shall remain with the Company until full payment for the Goods, Services and/or other charges arising under these Conditions has been made in full. The risk as to loss or damage of Goods shall, however, pass to the Purchaser upon delivery thereof. Until beneficial ownership of the said Goods passes the Purchaser shall keep the Goods free from any charge, lien or other encumbrance.
- The Purchaser accepts that until full payment of the purchase price and/or other charges arising under the conditions has been made for the said Goods and Services the Goods are held by the purchaser in a fiduciary relationship as bailee of the said Goods on behalf of Company.
- Whilst any payment in respect of the Goods and Services remains outstanding the Company may at any time and from time to time until ownership has passed require the said Goods to be returned to the Company and the Company may take possession of the Goods and may enter the premises of the Purchaser for such purpose and sever the Goods from anything to which they are attached without being liable or responsible for any damage howsoever arising or thereby caused. Such return or retaking of possession of the said Goods shall be without prejudice to the obligations of the Purchaser under these Conditions and without prejudice to the general rights of the Company.
- The Company’s right to take legal action in respect of any outstanding sums in respect of the price of the Goods and Services and/ or other costs shall remain with the Company notwithstanding that beneficial ownership of the said Goods has not passed to the Purchaser.
- The Company or any person nominated by it shall at any time and from time to time until the payment in full of the purchase price and/or other charges for the Goods and Services have full access to the Purchaser’s books of accounts and documents and papers relating to any one or more of the following:-
i)the Purchaser’s dealings with the Company.
ii)the Purchaser’s dealings with the Goods.
iii) the Purchaser’s dealings with the proceeds of sale of the Goods.
- No Goods let or hired to the Purchaser shall pass or be deemed to pass into the beneficial ownership of the Purchaser except by separate written agreement for sale upon termination of the Hire Agreement. Such Sale Agreement shall be subject to these Conditions.
- Title of Risk
- The Goods shall be at the Purchaser’s risk from the occurrence of the first point of time of any ofthe following events:-
- i) The physical delivery of the Goods to the Purchaser at the Company’s place of business;
- ii) The physical delivery of the Goods to the Purchaser’s carrier; or
iii) The physical delivery of the Goods to the Purchaser’s place of business or home or such the address as notified by the purchaser to the company
- The Goods shall remain at the Purchaser’s risk not withstanding any subsequent return or retaking of possession by the Company in accordance with these Conditions.
- No title to any Goods, materials or work done shall pass to the Purchaser from the Company until payment in full has been received in cleared funds by the Company of the purchase price and any other costs or charges applying in accordance with these Conditions.
- The Company’s liability for any liability whatsoever shall be limited to direct losses only and, in any event, shall be limited to the price of the provision of the Good and/or Services in question.
- Loss and damage or other liabilities shall be deemed to include but is not limited to any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages costs, expenses incurred or payable to any third party whether direct, indirect or consequential or any other direct, indirect or consequential loss or damage.
- To the fullest extent permitted by law neither the Company nor any of its presenters/servants or agents will be liable by reason of breach of contract, negligence or otherwise for any liability whatsoever whether direct, indirect or consequential occasioned to any person acting or omitting to act or refraining from acting upon the course material or presentation of the course or except to the extent that any such loss or damage does not exceed the price of the course arising from or connected with any error or omission in any course material or presentation of any course or provision of any other service. Noting in this paragraph shall be deemed to exclude or limit the Company’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation
- The parties have considered the restrictions and limitations of liabilities in these Conditions and concluded they are reasonable in view of the size and nature of the parties and the price of the Goods and/or Services provided and the Purchaser’s ability to purchase adequate insurance in respect of the same.
- The Company will make all reasonable endeavours to effect delivery of Goods and provide the Services on any date stated but any time or date that may be given is intended as an estimate only and will not be a contractual obligation and such time or other time shall not be deemed to be of the essence.
- The Company shall not be responsible for any delays caused by inclement weather, its suppliers, human error or any other factor beyond its reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as forces beyond reasonable control:-
- an act of god, explosion, flood, tempest, fire or accident;
- ii) war, threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
- import or export regulations or embargo;
- strikes, lock outs or other industrial actions or trade disputes;
- difficulties in obtaining raw material, labour, fuel, parts or machinery;
- power failure or breakdown of machinery;
- failure by the Purchaser to collect Goods or to provide safe and/or adequate storage conditions on site.
- failure by the Purchaser to abide by these Conditions.
- failure of attendance by third party providers.
- Delivery of the Goods shall be deemed to have taken place upon the first point in time of any events specified in Conditions 6(a) above. Signature of any satisfaction and/or delivery note by an agent, employee or representative of the Purchaser or by any independent person shall be conclusive proof of delivery of the Goods and/or satisfactory completion of the Services.
- Without prejudice to any other rights of the Company, if the Purchaser shall fail to give on or before the agreed date for delivery all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities (which the Purchaser is obliged under the Conditions or by law to obtain) for forwarding the Goods or for provision of the Services or shall otherwise cause or request delay, the Purchaser shall pay to the Company all costs and expenses incurred and/or arising from such delay and/or shall entitle the Company to cancel in whole or in part the provision of the Goods and/or Services.
- Unless otherwise stated in writing the company shall be entitled to make partial delivery or deliveries by instalments and if requested by the Purchaser to arrange carriage, to determine the route and manner of delivery of the Goods at their own discretion and shall be deemed to have the Purchaser’s authority to make such contract or agreement with any carrier as the Company considers reasonable and prudent.
- If the Company is prevented from making delivery of the Goods or provision of the Services or any part thereof on the agreed date of delivery by any cause whatsoever it shall be entitled at its option either to cancel the contract or to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented. Such alterations are without prejudice to the generality of the foregoing clauses in respect of matters that are outside the Company’s control.
- Where delivery of the Goods and Services is made in instalments, each instalment shall be construed as constituting a separate agreement to which all the provisions in the Conditions shall apply.
- If the purchaser has been notified by the Company of the Company’s ability to supply the Goods and Services and a collection or delivery date has been notified to the purchaser in writing any Goods which remain on the Company’s premises after the said collection date due to the failure by the Purchaser to take delivery on the agreed dates and times will be held by the Company solely at the Purchaser’s risk and expense and without prejudice to the generality of the foregoing the Company may charge the Purchaser for the reasonable cost of storage and insurance in respect of the same in addition to the Company’s rights to charge for payment for work carried out, material used or ordered and any other additional costs incurred by the Company howsoever and wheresoever arising in respect thereof.
The Company will arrange carriage of Goods if requested to do so by the Purchaser at the Purchaser’s expense. However, the Purchaser is entitled to collect or arrange their own carriage at a time suitable to the Company. If requested by the Purchaser, the Company will use its reasonable endeavours without incurring any liability whatsoever in connection with the same to meet special delivery requirements subject to any additional costs being incurred thereby being borne by the Purchaser.
- Changes required by the Purchaser causing loss or expense to the Company
- All and/or any losses, costs or charges incurred by the Company due to changes required or made by the Purchaser in respect of materials, design, quality or delivery from those set out in the acceptance of the Order shall be immediately payable to the Company by the Purchaser.
- The Company will be under no liability in respect of any defects in the Goods or Services arising from any drawing, plan, design or specifications supplied by the purchaser or their failure to meet any purpose or requirement of the Purchaser unless such purpose or requirement was made known to the Company at the time the Purchaser placed the order for such Goods and Services and was agreed in writing by the Company.
- Force Majeure
Notwithstanding any other provision contained in these Conditions should the manufacture, provision, performance, processing, supply or dispatch of the whole or any part of the Goods and/or Services contracted for be prevented or hindered by any cause or causes whatsoever beyond the Company’s reasonable control the Company shall be entitled at its sole discretion to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until such time as the Company have deemed such cause or causes have ceased to operate. The Company shall not be under any liability to the Purchaser in respect of any such cancellation, postponement or suspension in respect of any matters beyond its reasonable control including and without limiting the foregoing any acts of God, legislation, war, fire, flood, drought or other natural calamity, failure of power supply, lock out, strike or other action taken by employees of the Company or any of the Company’s suppliers or carriers or subcontractors in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract or arising from any government act which directly or indirectly interrupts, prevents or hinders the due performance of the said contract.
Any notice required to be given by either party to the other under these Conditions shall be in writing and addressed to that other party at its registered office or last known principle place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving the said notice.
No waiver of the Company of any breach of the terms of the contract or these Conditions by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
Any provision of these Conditions that may be held by any competent authority to be invalid or unenforceable in whole or in part will not render invalid such other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
- Sub Contracting
The Company reserves the right to sub-contract the performance of any obligation under any Agreement or these Conditions to a subcontractor of their choice.
The Purchaser is not permitted to assign any rights or obligations contained in these Conditions or in any Agreement with the Company.
- Law and Jurisdiction
The law of England and Wales shall apply and the English or Welsh Courts shall have sole jurisdiction in respect of any claim or dispute in any way arising from the sale of Goods or the supply of Services under these terms by the Company to any Purchaser in any part of the world.