HACHETTE BOARDGAMES UK LIMITED
GENERAL TERMS AND CONDITIONS OF SALE 2021
“Client(s)” means any person, firm, company or public corporation who places an order with HACHETTE BOARDGAMES UK.
“Contract” means a contract made under these General Terms and Conditions between a Client and HACHETTE BOARDGAMES UK for the sale / purchase of Products.
“General Terms and Conditions” means the terms and conditions of sale set out in this document and, if applicable, any special terms and conditions agreed in writing by the parties.
“HACHETTE BOARDGAMES UK” means the seller of the Products, whose legal entity is Hachette Boardgames UK Limited, incorporated under the Companies Act 2006, registered in the Registrar of Companies for England and Wales under number 13189839, with its registered office at Carmelite House 50 Victoria Embankment London United Kingdom EC4Y 0DZ.
“Intellectual Property Rights” means all the intellectual property rights (copyright, trademarks, drawings, models, patent etc.) attached to the Products sold by HACHETTE BOARDGAMES UK.
“Price “means the price for the Products, packing, and (where applicable) insurance and carriage costs up to a delivery to the Client.
“Product(s)” means the articles which the Client agrees to purchase from HACHETTE BOARDGAMES UK.
2. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions constitute the foundation and the contractual basis of any commercial relationship between HACHETTE BOARDGAMES UK and each of its Clients.
Any order shall imply the automatic acceptance by the Client of the present General Terms and Conditions of sale, which cannot be derogated from except by a writing agreement between the parties. Consequently, the Client waives his own general conditions of purchase.
These Terms and Conditions shall become effective from July 1st, 2021.
3. FORMATION OF THE CONTRACT
The Contract can only be formed after the Client has been informed of these General Terms and Conditions of sale.
Orders will only be final after acceptance by HACHETTE BOARDGAMES UK.
4.1 The prices are available to Clients on the B to B portal : www.hachetteboardgames.co.uk.
4.2 The Prices are exclusive of VAT which shall be due at the rate applicable on the date of invoice of HACHETTE BOARDGAMES UK.
4.3 The prices invoiced by HACHETTE BOARDGAMES UK to the Clients are those of the price list in force on the day the order is accepted by HACHETTE BOARDGAMES.
However, HACHETTE BOARDGAMES UK may, by giving notice to the Client, at any time before delivery, increase the price of the Products to reflect any increase of the cost that is due to any factor beyond its control or due to any Client’s instruction request of the buyer about the delivery date, quantity or type of products ordered, etc.
4.4 Credit limits may be given to Clients at the sole discretion of HACHETTE BOARDGAMES UK and, if given, initially set at the amount of the first order provided that the Client provides trade references to HACHETTE BOARDGAMES UK. In such case, the Client shall provide HACHETTE BOARDGAMES UK with any financial and commercial information reasonably required by the Client from time to time to ascertain the credit eligibility and credit worthiness of the Client. At its sole option and without notice, HACHETTE BOARDGAMES UK may at any time cancel or amend a credit limit previously granted.
5.1 The minimum order is set at £50 net of tax after discounts. It is specified that no minimum order quantity is required per Product.
5.2 In order to be valid, all orders must be made in writing and must specify exactly the Products ordered according to the characteristics provided by HACHETTE BOARDGAMES UK. Any order specifying information other than that provided by HACHETTE BOARDGAMES UK may be refused.
5.3 HACHETTE BOARDGAMES UK may accept or reject an order at its discretion.
5.4 An order is not deemed to have been placed until it is accepted by HACHETTE BOARDGAMES UK.
5.5 Any written order expressly commits the Client.
5.6 Exceptionally, HACHETTE BOARDGAMES UK may accept a cancellation or modification of an order, on the express condition that this cancellation or modification is requested in writing, at the latest 15 (fifteen) days before the initially planned delivery date.
5.7 The inclusion of Products in its catalogue does not imply an obligation from HACHETTE BOARDGAMES UK to deliver, particularly in the event of impossibility of marketing for any reason whatsoever.
6.1 Transport: Deliveries are made exclusively by HACHETTE BOARDGAMES UK and its logistical and transport subcontractors. Except with prior written agreement, the Client may not under any circumstances proceed or have proceeded by himself the removal of the ordered Products.
6.2 The parties shall agree in writing, including by email, the Products’ delivery terms (delivery date etc.). It is the responsibility of the Client to keep up to date the information provided on the B-to-B portal referred to in Article 4.1 (address of delivery, delivery schedules etc.)
6.3 Shipping costs: £10 for any order bellow £100, free beyond this value.
6.4 Receipt of goods: The Client undertakes to accept the Products on the day of delivery; failing that, HACHETTE BOARDGAMES UK may claim damages (including costs of storage and insurance charges incurred by HACHETTE BOARDGAMES UK as a result of such failure) and consider itself exempt from its obligation to deliver, while at the same time requesting payment of the order from the Client, who shall be obliged to pay. If, after acceptance by HACHETTE BOARDGAMES UK, a new delivery is made, HACHETTE BOARDGAMES UK will invoice the additional cost.
6.5 Damage and loss reporting:
6.5.1 In the case of damage or missing packages upon receipt of a delivery of HACHETTE BOARDGAMES UK, the Client must imperatively express his observations by noting his reservations on the delivery note. Also, within three (3) days following receipt of the Products, the Client must send it by recorded delivery with signature upon receipt to HACHETTE BOARDGAMES, with a copy to the shipper for their information.
6.5.2 The Client taking delivery without reservations implicitly acknowledges having received Products in good condition and in conformity with the indications specified on the transport document.
6.5.3 Any delivery recognised as conforming, both in quality and quantity, at the time of its receipt at the point of delivery agreed between the parties may not be the subject of any subsequent complaint.
6.6 Delivery times
Delivery times are purely indicative, and no penalty will be applied for a reasonable delay. The minimum delivery times are as follows: Between 1 to 6 working days after the acceptation of the order by HACHETTE BOARDGAMES UK.
7. TRANSFER OF THE RISK
The transfer of risk, loss or deterioration of the Products shall take place upon delivery of the Products by HACHETTE BOARDGAMES UK to the Client.
8. PROHIBITION ON RETURNS
No returns will be accepted by HACHETTE BOARDGAMES UK for unsold Products, even if provisions to the contrary appear in the conditions of purchase or in any other document issued by the Client.
Any return of Products due to manufacturing defects must be expressly requested by the Client and accepted in writing by HACHETTE BOARDGAMES UK.
9. RETENTION OF TITLE
9.1 The ordered Products are sold with a clause expressly subordinating their transfer of property to the complete payment of the price in principal and accessories, the payment taking place only after collection by HACHETTE BOARDGAMES UK.
9.2 These provisions do not prevent the transfer to the Client of the risks of loss or deterioration of the Products subject to retention of title, as well as the damage they may cause.
9.3 Until complete payment of the price by the Client, the latter must keep separate the Products from other goods and identify them as the property of HACHETTE BOARDGAMES UK. Also, the Client shall insure the Products, take all reasonable care of the Products and keep them in good and saleable condition.
9.4 The Client is prohibited from pledging or transferring as security the ownership of the Products until their full payment to HACHETTE BOARDGAMES UK.
9.5 In the event of seizure or intervention by a third party on the Products, the Client must immediately inform HACHETTE BOARDGAMES UK in order to allow him to oppose it in order to preserve his rights, in this case the Client must inform the third party that the Products are subject to this clause.
9.6 Any unpaid invoice shall automatically entail, in the event of resale by the Client of the Products to a third party, the automatic transfer of the claim to the benefit of HACHETTE BOARDGAMES UK, which shall be substituted in the rights of the debtor of the Products affected by the present clause.
10. TERMS OF PAYMENT AND DISCOUNTS
10.1 Invoices are payable by bank transfer.
10.2 Invoices are payable only in £ (British pounds).
10.3 Payment shall be made by the Client at the latest 30 days from the date of the invoice.
10.4 Any delay in payment shall without further notice incur interest at the rate of 8% plus the Bank of England base rate.
10.5 If the Client fails to make any payment on the due date then, without prejudice to any of HACHETTE BOARDGAMES UK’s other rights, all other invoices from the HACHETTE BOARDGAMES UK to the Client shall become payable forthwith and HACHETTE BOARDGAMES UK may:
- suspend or cancel deliveries of any Products due to the Client; and/or
- appropriate any payment made by the Client to such of the Products supplied under any other contract with HACHETTE BOARDGAMES UK.
10.6 HACHETTE BOARDGAMES UK may set off and allocate any sums received from the Client against any other invoice or debt outstanding by the Client at the date of payment.
10.7 in the event that HACHETTE BOARDGAMES UK has agreed in writing to deviating terms of payment, in particular by means of a payment schedule, failure to comply with a single due date will result in the full amount of the sums due becoming payable.
10.8 No discount for early payment is granted.
11. INTELLECTUAL PROPERTY
11.1 The Products sold by HACHETTE BOARDGAMES UK are subject to Intellectual Property Rights related to their design, copyright, trademarks, drawings, models, patent etc.
11.2 No licence or assignment of the Intellectual Property Rights attached to the Products is granted to the Client under these conditions.
11.3 Any Client who becomes aware of an infringement of the Products’ Intellectual Property Rights by a third party shall inform HACHETTE BOARDGAMES UK without delay, HACHETTE BOARDGAMES UK alone being entitled to determine what action to take.
12. WARRANTIES AND AFTER-SALES SERVICE
12.1 HACHETTE BOARDGAMES UK undertakes to deliver Products that comply with their initial description and respect the standards in force. The Products sold are covered by the legal guarantees provided that they have been used normally. In this context, HACHETTE BOARDGAMES UK is liable for any lack of conformity that is proven when the products are unpacked. The action resulting from such a defect shall is prescribed after two years from delivery. In order to benefit from the guarantee, it is imperative to keep the purchase invoice.
12.2 After-sales service : HACHETTE BOARDGAMES UK will use its best efforts to provide after-sales service for missing parts of the Products.
12.3 The Client warrants that it is familiar with all applicable laws, regulations and other governmental requirements regarding the importation, sale, demonstration and use of the Products within the territory(ies) in which it is reselling the Products.
13.1 HACHETTE BOARDGAMES UK cannot be held responsible for problems related to damage, shortages, delays or non-delivery if the partial or total non-performance is due to a cause beyond its control. HACHETTE BOARDGAMES UK cannot be held responsible in the event of force majeure, it being understood that, in addition to those usually accepted by jurisprudence, any event independent of the will of HACHETTE BOARDGAMES UK, such as bad weather, strike or any accident affecting production or transport, are considered as events corresponding to force majeure.
13.2 HACHETTE BOARDGAMES UK excludes liability to the Client for consequential and indirect loss, loss of profit (whether direct or indirect), revenue, opportunity, reputation and goodwill.
13.3 HACHETTE BOARDGAMES UK's liability shall, in all cases and even in the case of defective products, be limited to the value of the Products invoiced.
14. ENTIRE AGREEMENT
These General Terms and Conditions constitute the entire Contract between the parties, and supersede and extinguish all previous agreements, arrangements and understandings between them, whether written or oral.
If any provision of these General Terms and Conditions is or becomes invalid, ineffective or unenforceable, in whole or in part, or if it contains a gap, it shall be deemed excluded for that purpose and this shall not affect the validity, effectiveness or enforceability of the remaining provisions hereof.
16. DISPUTE RESOLUTION AND GOVERNING LAWAny disputes arising out of or in connection with any Contract of these General Terms and Conditions shall be subject to the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any such dispute or claim.