Pearson Trading Account - Conditions of sale
1. BASIS OF CONTRACT
1.1 These Conditions apply to all
orders placed by you where you hold a Pearson Account, for the
supply and delivery of Goods in Australia or New Zealand by Pearson
Australia Group Pty Ltd, 707 Collins Street, Melbourne, Victoria,
Australia 3008, ABN 40004245943 ('Pearson').
1.2 The terms Order and Delivery
Country used in these Conditions each relates to the country where
Goods are to be delivered, as indicated below:
Order |
Delivery Country and Currency |
An Order from you for Goods to be
delivered in Australia |
Australia
All values must be in AUD |
An Order from you for Goods to be
delivered in New Zealand |
New Zealand
All values must be in NZD |
1.3 These Conditions apply to the
Agreement to the exclusion of any other terms that you seek to
impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
1.4 The Order constitutes an offer by
you to purchase the Goods in accordance with these Conditions. You
are responsible for ensuring that the terms of the Order are
complete and accurate.
1.5 For each Order placed, Pearson,
in its absolute discretion, may either accept or reject all or part
of that order, or offer to supply Goods on terms other than
requested in the Order. Without limitation, Pearson may do so for
reasons that include unavailability, exceeding a credit limit or
that a particular book may not lawfully be published in your
jurisdiction.
1.6 The Order shall only be deemed to
be accepted when Pearson confirms its acceptance to you, provides
an Order confirmation or issues written acceptance of the Order, at
which point the Agreement shall come into existence.
1.7 You waive any right it might
otherwise have to rely on any term endorsed upon, delivered with or
contained in any documents of you that is inconsistent with these
Conditions.
1.8 Any samples, drawings or
advertising produced by Pearson and any illustrations contained in
Pearson's catalogues or brochures are produced for the sole purpose
of giving an approximate idea of the Goods referred to in them.
They shall not form part of the Agreement nor have any contractual
force.
1.9 A quotation for the Goods given
by Pearson shall not constitute an offer. A quotation shall only be
valid for a period of 20 Business Days from its date of issue,
unless otherwise stated.
2. DELIVERY
2.1 If Pearson accepts all or part of
the Order, Pearson will use reasonable efforts to deliver the Goods
in the quantities and at the time requested. However, Pearson
cannot guarantee delivery or supply. Failure to deliver Goods by
the time requested will not constitute a breach of the Agreement.
You will not be relieved of any obligation to accept or pay for
Goods by reason of any delay in delivery.
2.2 Pearson shall ensure that:
(a) the Goods are properly packed and secured in such manner as to
enable them to reach their destination in good condition; and
(b) each delivery of the Goods is accompanied by a delivery note
which shows the Order number (if any), the type and quantity of the
Goods.
2.3 Pearson will deliver the Goods within the Delivery Country at
our cost, except that You will pay delivery costs in the case of
requested airfreight, special orders, remainder goods and cash
sales. You agree to pay Pearson's demurrage and other costs and
expenses in handling and/or holding any goods once ready for
delivery. We will provide to you an invoice to confirm the quantity
and type of Goods ordered, the total price, any applicable
delivery, demurrage and other costs and expenses and any applicable
discounts.
2.4 Delivery of the Goods shall be completed on the completion of
unloading the Goods at the Delivery Location.
2.5 Pearson shall not be entitled to charge additional carriage
costs if it delivers the Goods in instalments without your prior
written consent. Where it is agreed that the Goods are to be
delivered by instalments, they may be invoiced and paid for
separately.
2.6 If Pearson fails to deliver the Goods, its liability shall be
limited to the costs and expenses incurred by you in obtaining
replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods. Pearson
shall have no liability for any failure to deliver the Goods to the
extent that such failure is caused by a Force Majeure Event or you
's failure to provide Pearson with adequate delivery instructions
or any other instructions that are relevant to the supply of the
Goods.
2.7 If Pearson intentionally delivers Goods that a You have not
requested or ordered, you are not liable to pay if they are
specified to be free samples. If they are not so specified, Pearson
may within 90 days of your receipt of the Goods (or within 30 days
of a written notice from you that they are unsolicited goods),
require you to return them or make them available to be collected
by us. If through any act or omission you failed to return or
hinder Pearson's ability to collect them, Pearson will be entitled
to require payment for them and you will be deemed to have ordered
them and agreed to pay the amount invoiced by us.
3. RETURNS
3.1 You shall be entitled to return the
Goods to Pearson subject to the provisions of this clause 3.
3.2 Our Returns Guide or Returns Policy (available at our website)
specifies the conditions for returning Goods to us. You must obtain
a "returns authorisation number" - if required in the Returns
Guide/Policy before returning any Goods.
3.3 If you return Goods to us contrary to our Returns Guide/Policy
then:
(a) for Goods delivered in Australia, we may return them toyou at
your cost. You agree to pay for them at their invoiced value and we
may debit your account for these amounts.
(b) for Goods delivered in New Zealand, we may pulp them and you
agree to pay the invoiced amount for them even though they have
been destroyed.
(c) for any goods not supplied by us, they fall outside this
clause and will be pulped if returned to us.
3.4 Subject to a returns authorisation being approved by Pearson,
Pearson shall endeavour to process and credit any returns within 30
days of receipt of the returns Goods, but shall not be liable for
any delay in such processing.
3.5 Some Goods are supplied on firm sale and cannot be returned or
credited unless we agree in writing. This will be indicated on the
invoice and may include indented, print-on-demand and special sales
titles. Titles which are sold on a "no returns" basis include any
titles imported from the United Kingdom or the United States,
custom publications, or any titles where Pearson has released a new
edition no less than 3 months prior to the Order date.
4. CLAIMS
4.1 Any problems arising from or
relating to a customer Order or the supply of Goods ('Claims') must
be notified to our customer service department at
customer.service@pearson.com.au (or at other contact we provide to
you) who will consider your Claim and may facilitate the return or
replacement of the Goods, credit in lieu or other remedy.
4.2 You must notify your Claim within the relevant period in
accordance with our Returns Guide or Returns Policy and quote our
invoice number for the Goods. Otherwise the Product invoiced will
be deemed accepted.
4.3 Pearson may need to inspect the Goods to assess your Claim.
Therefore Pearson may provide a "returns authorisation" form for
you to complete and attach to the Goods being returned.
4.4 If Goods have been supplied by Pearson in error (eg,
over-supply) or in damaged condition (eg. damaged in transit,
faulty binding or printing errors), we will pay for the costs of
their return from anywhere in the Delivery Country, and provide a
freight note to facilitate the return.
4.5 If in Pearson's reasonable opinion, Pearson's inspection of
Goods does not justify the Claim, Pearson may reject it:
(a) for Goods delivered in Australia, you will bear the costs of
the return to Pearson and then back to you, and you must pay for
the Goods at the invoiced amount.
(b) for Goods delivered in New Zealand, you will bear the costs of
their return to Pearson, and we may pulp the goods and you must pay
for them at the invoiced amount notwithstanding their
destruction.
5. BACKORDERS
5.1 If Pearson has not accepted or
supplied an Order because the Goods ordered are not yet published
in the Delivery Country, or are temporarily unavailable, then
provided you have instructed us to do so Pearson will keep a record
of your Orders and may supply them to you when they are next
available.
5.2 All Orders for 'back-list' (previously published) Goods will
be recorded for later supply unless:
(a) Pearson has received your instruction not to record any Orders
or that particular Order; or
(b) the Goods are out-of-print, or we expect unreasonable delay in
completing the Order. If requested, we will provide to you a
backorders report. You may cancel a recorded backorder by giving
Pearson 30 days written notice specifying the goods to be
cancelled. If you have any query about your Order, you can email
our customer service department at
customer.service@pearson.com.au.
5.3 Pearson will not authorise returns for any duplication caused
by your reordering of recorded titles.
6. PRICE, PAYMENTS, CREDIT LIMITS, RISK AND
DISCOUNTS
6.1 The price of the Goods shall be the
price set out in Pearson's published price list in force as at the
date the Agreement came into existence, except in the case of
obvious error.
6.2 The price of the Goods excludes amounts in respect of
applicable GST, and any other tax, import or duty payable for the
supply of Goods, which you shall additionally be liable to pay to
Pearson at the prevailing rate, subject to the receipt of a valid
GST invoice.
6.3 Pearson may invoice you for the price of the Goods plus GST at
the prevailing rate (if applicable) on or at any time after the
completion of delivery.
6.4 You must pay all invoiced amounts in the currency of the
Delivery Country, according to the terms set out in the invoice and
the Agreement, and without any set-off or deduction notwithstanding
any claim that you may wish to make against Pearson.
6.5 Pearson may, in its absolute discretion, allow you to pay
within a specified time from the date of our invoice under a credit
account with Pearson (a "credit account"), up to a specified total
dollar value for all Orders (a "credit limit"):
(a) You agree not to exceed the credit limit. Pearson is are not
obliged to supply Goods if the credit limited is exceeded.
(b) Pearson may withdraw or vary the credit limit at any time for
any or no reason, by a written notice to you, without any liability
to you or any other entity. The withdrawal or variation will apply
to all Orders placed after the date of the notice. You agree to pay
on demand all sums owing in connection with this credit facility in
the event it is withdrawn.
6.6 If you do not have a credit account or have exceeded your
credit limit, you agree to pay the invoiced amount in full before
Pearson dispatch the Goods to you.
6.7 If any amount due and payable under the Agreement remains
unpaid for more than 30 days:
(a) Pearson may charge interest at 2% above the then current base
rate for business lending published by the ANZ Bank on the overdue
amount, from the date it became due and payable to the date it is
paid in full by you;
(b) You must indemnify Pearson for all costs, expenses and
liabilities we incur in their recovery; and
(c) Pearson may stop supplying Goods to you until you have paid
the overdue amounts in full. 6.8 If Pearson agree to supply Goods
at a discount, Pearson may vary that discount for future
Goods.
6.9 Where, in respect of the supply of goods to you:
(a) Pearson is a supplier that is a non- resident under the Goods
and Services Tax Act 1985 (New Zealand) (NZ GST Act); and;
(b) the goods are in New Zealand at the time of the supply, you
agree that section 8(4) of the NZ GST Act will not apply to the
supply, and that the sale of the goods to you shall be treated as
being made in New Zealand for GST purposes, and New Zealand GST
shall apply to the sale.
6.10 Risk in the goods passes to you on delivery to you.
7. PAYMENT SECURITY
7.1 In the clauses under the heading
"Payment Security" herein: (a) Collateral means: (i) the Goods,
(ii) any property that the Goods may become part of or mixed with,
(iii) all accounts (receivables), chattel paper, currency and other
intangibles, rights or interests generated from the sale or other
provision or fulfillment of the Goods, (iv) all ADI accounts into
which cash, currency or other proceeds from the sale, provision or
fulfillment of or in respect of the Goods may be deposited, (v) all
associated property, accounts, books and records, and (vi) all
proceeds of any of the foregoing, and any other property the
subject of security interests granted hereunder; (b) PPS Act
(Australia) means the Personal Property Securities Act 2009 (Cth);
(c) PPS Act (New Zealand) means the Personal Property Securities
Act 1999; (d) PPS Act means the PPS Act (Australia) or the PPS Act
(New Zealand) as the context requires; and (e) Insolvency Event
means: (i) you take any steps towards, or become an externally
administered body corporate or take any steps towards appointing or
appoint a controller or trustee for creditors in respect of your
property, or (ii) you suspend payment of your debts, you are, or
state that you are, or you are presumed by the law to be, insolvent
or unable to pay your debts or you take any step for the purposes
of entering into a compromise or arrangement with any of your
creditors or members, or (iii) any security interest is enforced
against any of your property. If a term used in the Agreement has a
particular meaning in the PPS Act, it has the same meaning in the
Agreement. References to sections under a PPS Act shall include any
corresponding section in another jurisdiction.
7.2 Retention of Title. Title in the Goods is
retained by Pearson, and title to the Goods does not pass to you ,
until the price for the Goods is paid in full and all other amounts
that are payable, owing but not payable, or that otherwise remain
unpaid by you to us on any account at any time are paid in
full.
7.3 Security interest. You grant a security
interest to Pearson in the Collateral, and all of your present and
after-acquired property, under the PPS Act (Australia) if the
Delivery Country is Australia, or the PPS Act (New Zealand) if the
Delivery Country is New Zealand.
7.4 Looking after the Collateral. Until you pays
in full the price for the Goods and all other amounts that are
payable, owing but not payable, or that otherwise remain unpaid by
you to Pearson on any account at any time, you : (a) must store the
Goods properly, safely and separately from any other goods and mark
the Goods to identify them as being owned by Pearson and subject to
the applicable security interest(s); (b) must fully insure the
Collateral against loss or damage, ensuring Pearson's interest as a
secured party is noted on the insurance policy, and promptly give
Pearson upon request a copy of the insurance policy and evidence of
its currency; (c) must not sell or transfer (except as permitted in
clause 29(e)), or encumber, or grant or permit to attach any
security interest (other than that referred to in clause 28) over,
the Collateral; (d) must not assign or factor any book debts
without Pearson's prior written consent which Pearson may refuse at
Pearson's sole discretion; and (e) may sell the Goods to bona fide
buyers for valuable consideration in the ordinary course of
business, but only if any event in clause 36 (Enforcement) does not
apply to you . You have no authority to bind Pearson to any
liability by contract or otherwise and must not purport to do
so.
7.5 Registration of security interest. You
acknowledge that Pearson may register a financing statement in
relation to its security interest in the Collateral. You waive your
right under section 157 (or other relevant section) of the PPS Act
(Australia) to receive notice of any verification statement
relating to the registration of any such financing statement or any
related financing change statement.
7.6 Proceeds. You undertake that you will not
allow any security interest to exist over the Collateral if that
security interest could rank ahead of Pearson's security interest
in the Collateral. You must institute a reporting system
satisfactory to us that would enable us to match the proceeds from
your sale of the Goods to the Goods supplied by Pearson.
7.7 Application of amounts received. Pearson can
apply amounts we receive from you in any order we choose.
7.8 Confidentiality. Neither Pearson nor you will
disclose information of the kind mentioned in section 275(1) of the
PPS Act (Australia), except where such disclosure is required under
section 275(7)(b), (c), (d) or (e) of the PPS Act (Australia) or
where we consider such disclosure to be necessary to comply with
our obligations under the PPS Act (Australia) or otherwise at
law.
7.9 Chapter 4 under the PPS Act (Australia) To
the extent that Chapter 4 of the PPS Act (Australia) would
otherwise apply to an enforcement of security interest(s) in the
Collateral, you agrees that the following provisions of the PPS Act
(Australia) do not apply, to the extent the PPS Act (Australia)
allows them to be excluded: sections 95, 118, 121(4), 125, 127,
129(2) and (3), 130, 132, 134(2), 135, 136(5), 137, 138B(4), 142
and 143. At Pearson's election to be exercised at any time in its
(or our) sole discretion, any section of the PPS Act (Australia)
specified in Section 115 will not apply to the extent permitted by
Section 115.
7.10 Further assurances You must promptly do
anything Pearson requires to ensure that its security interest is a
perfected security interest and has priority over all other
security interests in the Collateral.
7.11 Enforcement If you : (A) exceed your credit
limit, fail to pay any or all invoiced prices for Goods when due or
fail to pay any other amount owing by you to Pearson under any
other agreement between you and Pearson; (B) you become subject to
an Insolvency Event; or (C) you breach any term of the Agreement or
any other agreement between you and Pearson, Pearson shall have the
immediate right to: (a) stop supplying any or all Goods to you,
including those under accepted Orders; (b) treat any Orders yet to
be filled as withdrawn by you; (c) take possession of the
Collateral wherever they may be, even if the Goods have been paid
for in full, towards satisfaction of all debts owing to Pearson;
(d) on reasonable notice, enter your premises or any other premises
on which the Collateral are held to search for and remove them; (e)
appoint a receiver, controller, administrator or other manager to
any Collateral; (f) demand the return of all Goods, in which case
you shall deliver those Goods to the address specified by Pearson
at your sole expense; and/or (g) exercise any or all rights or
remedies available to Pearson as a secured party under the PPS Act,
otherwise at law or under the Agreement. You must notify Pearson
promptly on any such event arising and assist and indemnify Pearson
in all recoveries (including, without limitation, entry on the
premises and taking possession of the Collateral). Where Pearson
enter(s) any premises pursuant to this clause 7.11, you must
procure the consent of all persons having any interest in the
premises, to allow Pearson and its officers, employees, agents and
authorised representatives entry. Where Goods referenced with a
particular ISBN are ordered by you, any goods with the same ISBN
remaining in your stock at any one time are deemed to be Goods
purchased from Pearson.
7.12 Return of Goods. If, under the Agreement,
you are entitled to return Goods after title or ownership in the
Goods has passed to you: (a) all title and ownership in the Goods
will revert to Pearson on Pearson's agreement to their return. (b)
all risk in them shall remain with you until their delivery to
Pearson's nominated warehouse.
7.13 New Zealand. If the Delivery Country is New
Zealand, you agree that sections 114(1)(a), 117(1)(c), 133 and 134
of the PPS Act (New Zealand) shall not apply to enforcement of any
security interest(s) created or provided for under the Agreement,
and you waive any rights you have under sections 116, 119, 120(2),
121, 125, 126, 127, 129 and 131 of the PPS Act (New Zealand) on
such enforcement.
7.14 Set Off. Pearson may set off any debt,
liability or other amount owing by you to Pearson, against any
debt, liability or other amount Pearson may owe to you, at any
time, without prior notice or demand. For that purpose, amounts due
by you to Pearson in the future may be treated as payable now, and
Pearson may place reasonable estimates on contingent liabilities.
Pearson may pay amounts owing to you in any currencies at exchange
rates reasonably determined by Pearson.
7.15 Trusts. Where you enter into the Agreement
as trustee of a trust, you represent, warrant, agree, confirm,
covenant and undertake in favour of Pearson that: (a) the trustee
is liable under the Agreement in its personal capacity as well as
in its capacity as trustee of the trust, (b) the trust is duly
constituted and validly existing, (c) the trustee has the full
legal capacity, power and authorisation under the trust deed to
own, manage, administer, transfer, deal with and otherwise dispose
of the trust property, and to enter into the Agreement both
personally and on behalf of the trust, (d) the entry into the
Agreement by the trustee has been approved by the beneficiaries of
the trust should that be necessary, (e) the trustee has the right
to be fully indemnified out of the trust property in relation to
any debts or liabilities arising under or in connection with the
Agreement, (f) the rights of the beneficiaries to, and the
interests of the beneficiaries in, the trust property are subject
and subordinate to the creditors of the trust, including Pearson's
claims against you, (g) Pearson subrogated to the trustee's right
of indemnification from and lien over trust assets and may proceed
against the trust property to recover any amounts owing to the
Pearson; and (h) you indemnify and hold the Pearson harmless
against any liabilities, losses, costs, charges and expenses
incurred or suffered by the Pearson in connection with any breach
of any of the above representations, warranties, agreements,
confirmations, covenants and undertakings.
7.16 Inspection You irrevocably authorise Pearson
and its officers, employees, agents and authorised representatives,
at any time, to enter your premises or any other premises on which
the Collateral are held, to inspect the Collateral and inspect and
take copies of records relating to the Collateral.
7.17 Change of control. If you sells or disposes
of in any way your business: (a) adequate arrangements for the
settlement of outstanding monies will be required by Pearson before
or at settlement of such sale or disposal; and (b) all Goods held
by you in respect of which title has not passed to you under clause
27A remain the property of Pearson and cannot be transferred to the
new owner unless authorised in writing by Pearson.
7.18 Attornment. For the purpose of giving effect
to your obligations pursuant to the Agreement, you hereby
irrevocably appoint us your attorney in all things. Pearson may
appoint any of our officers as a sub-attorney for the purposes of
this clause 7.18.
8. LIABILITY LIMITATION
8.1 Except for terms, conditions or
warranties that are implied by law and cannot be lawfully excluded,
you agrees that no term, condition, warranty, representation,
understanding or agreement, other than the Agreement, is made or
given by Pearson or is relied on by you in relation to the subject
matter of the Agreement (including, without limitation, the
Goods).
8.2 If a term, condition or warranty that was breached cannot be
lawfully excluded by agreement, then, to the maximum extent
permitted by law, at our sole discretion, our entire liability and
your exclusive remedy shall be limited to the: (a) replacement or
repair of goods; (b) supply of equivalent goods; or (c) payment of
the cost of replacing or repairing the Goods or of acquiring
equivalent goods; or (d) in relation to services, the resupply of
services or payment of the cost of having the services supplied
again,
8.3 To the maximum extent permitted by law, in no event will
Pearson (and our officers, employees, agents, and contractors) be
liable for any loss, damage, expense, cost or liability howsoever
arising and on any theory of liability including contract, tort
(including negligence) or statute, that arises during or is caused
by our performance or non-performance of the Agreement, or arises
in relation to the Goods or advice, recommendations, information,
representations or services in or in relation to the Goods,
including without limitation:
(a) any loss that is foreseeable, or in respect of which we were
aware of its likelihood arising; and;
(b) any indirect or consequential loss or damage, including
without limitation loss of profits, loss of revenue, loss of
anticipated savings, loss of data, loss of business opportunities
(including opportunities to enter into or complete arrangements
with third parties), loss of or damage to goodwill, loss of or
damage to reputation, loss of management time, business
interruption, damage to credit rating, or loss of business, whether
or not such loss or damage is reasonably supposed to have been in
the contemplation of you and/or us as the probable result of the
relevant breach or act or omission.
8.4 If the Goods are acquired by you as a consumer under the
Competition and Consumer Act 2010 (Cth), our Goods come with
guarantees that cannot be excluded under the Australian Consumer
Law. You are entitled to a replacement or refund for a major
failure and compensation for any other reasonably foreseeable loss
or damage. You are also entitled to have the goods repaired or
replaced if the Goods fail to be of acceptable quality and the
failure does not amount to a major failure. This clause does not
apply to you if you are not a consumer within the meaning of the
Competition and Consumer Act 2010 (Cth).
9. CONFIDENTIALITY
9.1 A party (receiving
party) shall keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been
disclosed to the receiving party by the other party
(disclosing party), its employees, agents or
subcontractors, and any other confidential information concerning
the disclosing party's business, its Goods and services which the
receiving party may obtain. The receiving party shall only disclose
such confidential information to those of its employees, agents and
subcontractors who need to know it for the purpose of discharging
the receiving party's obligations under the Agreement, and shall
ensure that such employees, agents and subcontractors comply with
the obligations set out in this clause as though they were a party
to the Agreement. The receiving party may also disclose such of the
disclosing party's confidential information as is required to be
disclosed by law, any governmental or regulatory authority or by a
court of competent jurisdiction.
9.2 This Clause 9 shall survive termination of the Agreement.
10. INTELLECTUAL PROPERTY RIGHTS, RECOMMENDED
PRICES
10.1 If you become aware of any claim
or risk that any Goods supplied by Pearson has infringed, or is
likely to infringe any third party patent, copyright, design, trade
mark or any other rights, you agree to notify Pearson immediately
and provide all information related to the risk or claim.
10.2 Prices applied to Goods, or recommended in relation to Goods,
are recommended prices only. There is no obligation to comply with
the recommendation.
11. COMPLIANCE WITH RELEVANT LAWS AND
POLICIES
11.1 The parties agree they shall at
all times during the term of this Agreement comply with all
applicable laws, statutes, regulations from time to time in
force.
11.2 Pearson may immediately terminate the Agreement for any
breach of Clause 11.
12. FORCE MAJEURE
Neither party shall be in breach of the
Agreement nor liable for delay in performing, or failure to
perform, any of its obligations under it if such delay or failure
results from an event, circumstance or cause beyond its reasonable
control. If the period of delay or non-performance continues for
14, the party not affected may terminate this Agreement by giving
30 days' written notice to the affected party
13. GOVERNING LAW, WAVER, SEVERABILITY, ENTIRE
AGREEMENT
13.1 The governing law for the
Agreement is the law of: (a) the State of Victoria - if the
Delivery Country is Australia. (b) New Zealand - if the Delivery
Country is New Zealand.
13.2 Pearson may vary any or all of these Conditions at any time
in our sole discretion, provided that such variation shall not
affect any Order accepted by us prior to such variation.
13.3 Any waiver or failure by Pearson in exercising a right or
enforcing an obligation against you in any instance under the
Agreement shall not be construed as our waiver of that right or
obligation in any subsequent or other instances.
13.4 If a provision of the Agreement is held invalid or
unenforceable in a jurisdiction for any reason, that provision is
deemed severed from it in that jurisdiction, without affecting its
validity in any other jurisdictions or the validity of the
remaining provisions in that jurisdiction.
13.5 Each Agreement constitutes the entire agreement between you
and Pearson pursuant to the order. If any conflict exists between
the different documents in an Agreement, provisions in the Trading
Terms shall prevail. You agree that none of the terms of purchase,
offer or similar terms provided to us by you form part of any
Agreement.
14. DEFINITIONS AND INTERPRETATION
14.1
Definitions:
Agreement means each contract between you and
Pearson for the sale and purchase of Goods, created by our
acceptance of your Order and governed by these Conditions, the
Trading Terms and any terms and conditions incorporated by
reference in these Conditions or set out in the applicable
invoices.
Business Day: a day (other than a Saturday,
Sunday or public holiday) when banks in the State of Victoria are
open for business.
Conditions: the terms and conditions set out in
this document as amended from time to time in accordance with
Clause 13.2
Delivery Country: means the country specified in
clause 1.2
Delivery Location: the address for delivery of
Goods as set out in the Order.
Force Majeure Event: has the meaning given in
clause 12.
Goods: the Pearson goods and/or services
purchased and set out in the Order, including books and other
materials and digital content.
Order: means an order for the Goods, as set out
in a customer's purchase order form.
Pearson Account: means an account that requires
verification from Pearson, to enable you to purchase certain
products, including educational materials, clinical assessment
products. A Pearson Account does not include accounts that are
created instantly on Pearson's websites or platforms.
Trading Terms mean any agreed document(s) or
terms and conditions applicable to your Orders in addition to these
Conditions, including those governing the pricing of Goods,
discounts, credit limits, credit terms, special promotions,
e-commerce transactions, online purchases, any terms of use, terms
of service, account creation terms, end user licence agreement or
acceptable use policy.
14.2 Interpretation:
(a) a reference to a statute or statutory provision is a reference
to such statute or provision as amended or re-enacted. A reference
to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as
amended or re-enacted;
(b) any phrase introduced by the terms including, include,
in particular or any similar expression shall be construed
as illustrative and shall not limit the sense of the words
preceding those terms; and
(c) a reference to writing or
written includes emails.
(d) a reference in this Agreement to a person includes a natural
person, corporate or unincorporated entity.
Last Updated: 22 June 2020