Thank you for choosing Scholastic Australia Pty Ltd (Scholastic). These General Conditions of Sale (General Conditions) outline the terms and conditions which apply to Your purchase of Our Goods.
In these General Conditions any reference to Scholastic, We, Our or Us is a reference to Scholastic Australia Pty Ltd and its subsidiaries and any reference to You, Your or the Buyer is a reference to you, the purchaser of the Goods whether you are a retail or wholesale buyer.
Any reference to Goods means the books, software and any other products that are sold by Us or any services provided by Us.
Any reference to a Goods Order is a reference to a purchase order, and any data or documents contained or referenced in the Goods Order.
Any reference to a Warehouse is a reference to Our warehouse or logistical distribution point as the case may be.
Please review these General Conditions to understand the terms and conditions which apply. If You do not agree with them, We are willing to discuss some variation, however if ultimately no agreement can be reached it is best that You do not trade with Scholastic, whether through the Website or offline. By accessing, using or downloading material from the Scholastic Website, You agree to follow and be bound by these General Conditions and agree that this agreement constitutes a legal contract.
We understand that the conduct of the purchase will be through Your officers and employees, as such We require that You provide Your officers and Employees adequate training such that they are familiar with these General Conditions.
We may be required to change these General Conditions from time to time, and in some instances these changes will occur without notice. You must ensure that you check these General Conditions from time to time, and in any event, prior to each transaction with Us to ensure that any changes are understood. Should You wish to vary these General Conditions at any time, it must be in writing signed and agreed by both You and Us. No proposed variation by You will be deemed accepted unless the variation is expressly agreed to by Us in writing.
3.1 These General Conditions will prevail over all conditions of any purchase order, Goods Order or any similar document that You provide or include , to the extent of any inconsistency
3.2 For each order of Goods a separate contract arises between You and Us under these General Conditions. Each such contract is comprised by the provisions of the relevant Goods Order , and these General Conditions.
3.3 If there is an inconsistency at any time between provisions of a Goods Order and a clause of these General Conditions, then the clause in these General Conditions prevails to the extent of that inconsistency, and the parties must take all necessary steps to interpret the provisions in the Goods Order in a manner which is not inconsistent with the clause of these General Conditions.
3.4 If You breach any such contract, We have the rights specified in these General Conditions to impose certain sanctions against you in respect of all contracts between You and Us. For example, if You fail to pay an account in accordance with the General Conditions or Goods Order, We may place You on stop credit until payment has been made.
4.1 Supply of Orders
(a) Goods ordered are supplied subject to availability.
(b) We are not liable for any loss or damage resulting from delays or a failure to supply Goods. We have the right to review orders based on availability.
4.2 Back Orders
Goods which are treated as out of stock but which are expected to be available at a future date will be marked as a "back order" and supplied at the time of availability, unless You indicate to Us otherwise in writing.
4.3 Online Order Processing
To the extent that it is feasible, online (i.e. electronic) and offline orders are to be treated by both parties using the same methodology. Online orders will be treated as valid by the use of a valid order number, an order confirmation signed by You, or Your acceptance of the Goods , whichever occurs first.
4.4 Small Order Surcharge (Books)
(a) If the total net invoice value for an order is less than A$50 including GST, a small order handling charge applies.
(b) Backlist orders may be held and dispatched once the relevant small order threshold is exceeded.
4.5 Order Cancellation
You may cancel an order only on the basis that We are indemnified by You against all consequential loss. This condition does not apply if We are unable to fill the order.
We will specify each Goods price at an Australian recommended retail price (i.e. RRP), inclusive of goods and services tax (i.e. GST). Goods prices are subject to change without notification.
Our invoice will specify the recommended retail price, less an agreed discount (if any). Certain Goods may be invoiced on a basis of net price as may be negotiated.
7.1 Delivery Schedule
(a) We will use reasonable commercial endeavours to deliver orders on a timely basis, however We are not liable for loss or damage resulting from delays or failure to deliver Goods.
(b) The times and dates given by Us for delivery are not essential terms or condition of sale and late delivery caused in any way will not constitute a breach of these General Conditions.
(a) Our trading terms are CPT in accordance with INCOTERMS 2010. For the avoidance of doubt, We will arrange and pay for standard deliveries to You, unless otherwise advised or requested by You. However, if You request expedited delivery (e.g. airfreight overnight or overnight express) the additional cost will be charged to You. For clarity, We will load the Goods and arrange for them to be unloaded at Your designated delivery point but You will hold all risk for transport and unloading of the Goods.
(b) We may vary or cease paying for deliveries if You are found to be in breach of these General Conditions or other arrangements with Us.
7.3 Short or Over Supply
A claim for a shortage or over supply must be received by Us within seven (7) days after delivery of the relevant Goods and must specify the relevant invoice number and the details of the adjustment. We are not obliged to process a claim received after this seven (7) days period.
7.4 Damaged or Defective Goods
We will replace (subject to availability and freight free) or, alternatively, credit You for damaged or defective Goods if they are returned to Us within seven (7) days of delivery.
7.5 Delivered Goods Refused
We have the right to recover our costs (including additional freight charges, surcharges, and lost profit) from You for orders made by Us which are delivered by Us but for which delivery or payment is refused, avoided or hindered by You or Your representatives.
Goods will be invoiced at recommended retail prices (RRP), inclusive of goods and services tax (GST), less any agreed discount or, alternatively, at a net price.
We will determine any discount We afford to You and will notify You of any discount. The decision to offer a discount is at Our absolute discretion and We reserve the right to cancel, vary or suspend the discount from time to time.
All money payable by You to Us is payable in Australian dollars, except as may be agreed otherwise in writing.
9.1 Credit Limit
(a) We understand that You may require credit. We will determine a credit limit for You. We will give You written notice of the credit limit set for You after We process Your credit application.
(b) We may vary Your credit limit, terminate a credit arrangement or refuse to supply Goods to You, without giving prior notice. We are not liable for any damage or loss suffered from any variation, suspension or termination of the Your credit limit.
9.2 Guarantees, Indemnity & Security
If You are a private company or a partnership We will require You to procure personal and directors’ guarantees, indemnity and security over all money due and payable or which may become due and payable by You to Us under this Agreement.
9.3 Change in Business Structure or Ownership
You must give Us seven (7) days' written notice regarding any:
(a) change in Your business structure or corporate structure;
(b) change in ownership of Your business; or
(c) sale of part or all of Your business.
10.1 Trading Terms
(a) We will give written notice to You of the trading terms, i.e. Your payment period. By the due date, You must pay in full for all Goods delivered on credit by Us to You.
(b) Payment by credit card facilities of credit accounts with Us will incur an additional two per cent (2%) charge on the total amount payable.
(c) We may charge monthly interest of one and a half per cent (1.5%), calculated on a daily basis, for all money overdue, from the due date to the date of payment, inclusive until such time as Your account is brought within the trading terms.
10.2 Stop Credit
(a) If We do not receive payment by the due date, We may without notice place You on stop credit until payment, including any applicable interest, is received in full.
(b) If on a subsequent occasion You are placed on stop credit, We may without notice refuse to supply You on credit terms.
10.3 Unauthorised Deduction of Credit Claims
You have no right to deduct Your returns claims that are not subject to an issued credit note. Such a deduction will be in breach of these General Conditions and We may refuse further supply until such time that You have paid in full all outstanding money.
10.4 Disputed Amounts
(a) You must notify Us of any disputed invoice within fourteen (14) days of the relevant statement for the Goods. If there is an amount in dispute, You must still pay all undisputed amounts when they fall due for payment.
(b) Any costs incurred by Us in demanding, collecting and enforcing judgements for money due and payable (including without limitation, the fees of mercantile agents or lawyers appointed by Us) must be paid in full by You.
(c) If You do not pay a statement in full or fails to pay the sum specified in Your remittance advice, then You are obliged to take all necessary action at its expense to reconcile payments due to Us.
11.1 Title to Goods
(a) Title to the Goods passes from Us to You on the Goods departing Our Warehouse in accordance with CPT (Incoterms 2010).
11.2 Risk in Goods
(a) Risk in the Goods passes from the Us to You on the Goods departing Our Warehouse.
(b) Any loss or damage to the Goods which occurs after the Goods have left Our Warehouse will be treated as a sale of the Goods to You, pursuant to which You must make the payment due to Us for the Goods.
(a) Goods may be returned for credit only. Returns for credit are accepted only by prior arrangement pursuant to completion of a returns authorisation form and use of returns labels on cartons, details of which are in each case specified below in this clause.
(b) Returns must comply with the provisions of this clause. New release books returned for credit, damaged or defective Goods returned for credit, and Goods returned for any other reason for credit, must comply with the provisions specified below in this clause. Returns which do not comply will not be processed for credit.
(c) We may from time to time vary these General Conditions regarding returns without written notice to You. If We do not vary these General Conditions, the returns policy specified in this clause will apply.
(d) We may vary or revoke a particular privilege if, in Our opinion, You are using the privilege for financial or other benefit.
12.2 Mint Condition Criteria
Damaged Goods, and Goods which fail to meet the mint condition criteria specified below in this clause, will not be processed for credit, and will be returned to You (except as otherwise agreed in writing by Us).
To be in mint condition, a book to be returned for credit must have:
To be in mint condition, software to be returned for credit must have:
12.3 New Releases (Books)
New releases of books are supplied on a sale or return basis between 3 - 12 months. Books must be in store a minimum of three (3) months from date of release and become backlists, and are therefore treated as a firm sale, on expiry of the 12th month from the original release date.
12.4 Backlists (Books)
(a) Books sold as a backlist title are supplied on a firm sale basis only.
(b) Books become a backlist, and are therefore treated as a firm sale; on expiry of the 12th month from the original release date (e.g. a title published in November 2018 will become a backlist title in November 2019). No credit will be issued after expiry of the 12th month from the original release date.
12.5 Goods Damaged on Arrival
Notwithstanding clause 11.2(b) Goods will be credited if they are inspected and noted by You as being damaged on arrival and this damage is accepted by one of Our authorised representatives within fourteen (14) days of receipt. All damaged Goods to be returned must be accompanied by Our returns authorisation form.
12.6 Returns Authorisation
Goods requested for return to Us will only be accepted using a returns authorisation form issued by Us. No copies, duplications or mock ups of forms will be accepted under any circumstances. A return which uses a non-approved form will not be processed for credit.
12.7 Compulsory Packaging Instructions for Authorised Returns
12.8 Delivery of Authorised Returns
(a) Deliveries of authorised returns are at Your expense and at Your risk. We have no obligation to issue a credit for Goods lost or damaged in transit.
(b) We will only accept returns if they are received into Our store within one (1) calendar month after the date of the returns authorisation. A delivery arriving after this time will not be processed for credit and will be returned to You.
12.9 Credit for Authorised Returns
(a) In reviewing returns requested for credit, We have the right to reject all or part of a return if in Our opinion or the opinion of Our representatives the Goods do not meet the returns conditions specified in these General Conditions.
(b) Consistent with the conditions of this clause, Goods returned for credit will only be processed if they:
(c) If Our representative rejects an authorised return for credit, We may give You notice of the reason but has no obligation to do so.
In this Agreement, unless the context otherwise requires:
(a) a reference to any party to this Agreement includes its heirs, administrators, successors, substitutes (including persons taking by novation), and assigns;
(b) words in the singular number include the plural and vice versa;
(c) headings are for convenience only and have no affect on interpretation;
(d) a reference to "including" and like terms means "including but not limited to";
(e) a reference to any period of months is to calendar months;
(f) a right includes a benefit, remedy, discretion, authority or power;
(g) an obligation includes a representation, responsibility, duty, undertaking, liability, prohibition, covenant, warranty or indemnity;
(h) a failure to comply, observe or perform an obligation constitutes a breach of an obligation;
(i) a reference to a thing (including any amount) is a reference to the whole and each part of it and a reference to a group of things or persons is a reference to all of them collectively and to any one or more of them; and
(j) words importing any gender include all genders.
13.2 Force Majeure
Despite any provision in these General Conditions to the contrary, no default, delay, inability or failure to perform on Our part will constitute a breach of these General Conditions if such default, delay, inability or failure is due to a cause, fact, circumstance, matter, or thing beyond Our reasonable control. We will be relieved of the relevant obligation to perform under these General Conditions to the extent and for the period that it is so unable to perform.
All obligations, undertakings, liabilities, warranties and indemnities which expressly or by their nature survive the termination, completion or expiry of these General Conditions, continue in full force and do not merge despite that termination, completion or expiry.
13.4 Joint and Separate
If You comprise of more than one person then Your rights are for the benefit of those persons jointly and separately and Your obligations and liability is to be joint and separate.
If a provision or part of it of these General Conditions is held invalid, void, unenforceable or illegal for any reason, it is to be read down if possible so as to be valid, enforceable and legal, but if it cannot be read down it is to be taken to be severed from these General Conditions and these General Conditions will otherwise remain in full force.
No provision of these General Conditions is to be taken to be waived except by express written consent executed by the party which is claimed to have waived the relevant provision.
13.7 Governing Law and Jurisdiction
These General Conditions and the contract to which they relate must both be interpreted and governed by the law of the State of New South Wales and the Commonwealth of Australia as applicable. If a dispute arises in relation to these General Conditions, or the contract to which they relate, the dispute must be subject to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
Scholastic Australia Pty Ltd
PO Box 579
Gosford NSW 2250
Tel (02) 4328 3555
Fax (02) 4323 3827
Last revised: 27 October 2019.
Copyright © 2020 Scholastic Pty Ltd All rights reserved.