CREDIT ACCOUNT

APPLICATION FORM
PLEASE TYPE INTO THE GREY BOXES, COMPLETE ALL SECTIONS AND SEND A SIGNED PRINT OUT

COMPANY DETAILS

Full Legal Business Name WESTSIDE EDUCATION & TRAININGS

Full Trading Name (if different from above) SAME AS ABOVE
VAT No.

Date Established (DDMMYY) 260911

Web Site Address www.westside.ac.in

Email Address gaurav@westside.ac.in
Invoice Address 20, Sahayadri Park, Behind ABC Farms, Off Salunke Vihar Road, Kondhwa, Pune
Post Code 411048

Telephone No. 7507909272

Fax No.

Contact Name Accounts Gaurav Bahal

Registered Office Address (if applicable) 20, Sahayadri Park, Behind ABC Farms, Off Salunke Vihar Road,
Kondhwa, Pune
Registered No. (if applicable) 1631000310301387

Charity number (if applicable)

In which country(s)/territory(s) do you conduct business? (Note: if worldwide, please note 'Worldwide')
India

BANK DETAILS
Bank Name IndusInd Bank
Bank Address PCMC Branch, Pimpri, Pune
Post Code 411018

Account No. 2000113323965

Sort Code 000271

FINANCIAL DETAILS
Credit Limit Requested

Credit Account Application Form

Invoice Billing Currency Required

INR

Estimated Annual Turnover with Cambridge

Have you had any previous dealings with Cambridge University Press (please give details)?
No
Please attach a copy of your most recent financial statements and a letterhead.

Credit Account Application Form

DETAILS OF ALL DIRECTORS. PROPRIETORS. PARTNERS

Please provide a list of shareholders and officers/directors in your business (please attach further details on supplemental pages, if
required).

1. Name Gaurav Bahal

Date of Birth (DDMMYY) 191174

Home Address Monarchy 8, Palace Orchard, Undri Road, Pune

Post Code 411060

Telephone No. 7385755565

2. Name

Date of Birth (DDMMYY)

Home Address
Post Code

Telephone No.

3. Name

Date of Birth (DDMMYY)

Home Address
Post Code

Telephone No.

Are any of these individuals, or have they ever been, a

public official, or had close links to a public official?

Yes
No
If yes, please provide more details below:

Have any of these individuals ever had any convictions or

been investigated relating to bribery and corruption?

Yes
No
If yes, please provide more details below:

TRADE REFERENCES
1. Company Name Rohera Inc
Address 101, Flamingo, Raheja Gardens, Wanaworie, Pune
Post Code 411040

Telephone No. 9767526650

Email Address
hemant@roherainc.com

Telephone No.

Email Address

2. Company Name
Address
Post Code

Credit Account Application Form

DELIVERY DETAILS
Delivery Name (if different from above) Same as Above
Delivery Address Same as Above
Post Code 411048
Telephone No. 7507909272

Contact Name Gaurav Bahal

Email Address gaurav@westside.ac.in

Preferred Shipper or Carrier DTDC, BlueDart

Tick if you would like us to recommend a carrier
Do you require copies of invoices for Customs Clearance

copies

DELIVER
OTHER
(COMPLETION OF THIS SECTION IS REQUIRED IF YOU ARE INTENDING TO SELL ANY PRODUCTS PURCHASED FROM THE
PRESS ONTO A THIRD PARTY)

Do you or your business interact or plan to interact

with public bodies or otherwise influence government
decisions as part of your relationship with the Press?

Yes
No
If yes, please provide more details below:

Does your business engage in any form of lavish gift

or hospitality giving, excessive sponsorship activities,
make facilitation payments or any other form of
payment/activity that could be seen as a bribe?
Facilitation payments are any payment given to a
public official to encourage the performance or to
speed up the performance of an existing duty. For
example, this could include grease payments to
customs officials to speed up the processing of
standard import processes.
Have you or your business ever been subject to
investigation, or been sanctioned by government or
other regulatory agencies for bribery or corruption, or
any other regulatory matter?

Yes
No
If yes, please provide more details below:

Yes
No
If yes, please provide more details below:

Does your business (to include shareholders/officers/

directors) have any conflicts of interest in relation to
your proposed or existing relationship with the Press?

Yes
No
If yes, please provide more details below:

Credit Account Application Form

DATA PROTECTION
As part of the account application process, Cambridge University Press uses a credit reference agency to check the
credit worthiness of each company applying to open a credit account, and to run due diligence checks on any principle
directors of that company (as applicable). In the event that your application is successful Cambridge University Press
will monitor and record information relating to your trade credit performance and such records will be made available
to other organisations to assess applications for credit on our behalf. Cambridge University Press reserves the right
to carry out compliance and credit checks from time to time during the contract term to ensure that credit worthiness is
maintained.
The credit reference agency will process the data it receives about your company and the principle directors in
accordance with applicable privacy laws. It has the right to retain any information it collects in the course of providing
Cambridge University Press with the credit reference and due diligence checks.
Cambridge University Press also has the right to retain any information provided to it by the credit reference agency.
Where your application is successful this shall be retained for the duration of the contract term. Where your
application is unsuccessful this will be retained for a period of 15 months. Cambridge University Press shall process
any personal data it receives in accordance with applicable privacy laws.

DECLARATION
I/we hereby apply to open a trade credit account with Cambridge University Press and declare that the information
given in this form is true, complete and accurate. By submitting this credit account application form I/we confirm that:
(a) I/we have the authority to bind our company to the terms of this application form;
(b) I/we hereby consent to Cambridge University Press conducting the credit worthiness and due diligence checks
set out in the Data Protection section above;
(c) I/we have obtained the consent of our principle directors in order that the due diligence checks relating to them
and referred to in the Data Protection Act section can be carried out;
(d) I/we have read, understood and accept Cambridge University Press Conditions of Sale; and
(e) Cambridge University Press may, in its sole discretion, decline our application without reason.
In the event that our companys application is successful I/we acknowledge and agree that:
(a) I/we will be required to agree contract terms with Cambridge University Press governing our relationship and the
supply of goods and/or services. Any terms in addition to Cambridge University Press Conditions of Sale will be
supplied upon successful completion of the account application process;
(b) I/we will keep our account within the credit limit offered by Cambridge University Press, which will be reviewed
from time to time;
(c) I/we will pay all invoices within the agreed credit period;
(d) Cambridge University Press can amend or withdraw its credit at any time and without reason.
I/we have read and understand the Presss Code of Conduct and will ensure compliance with the principles included
within this document. This includes upholding the Presss standards of zero tolerance to bribery and corruption. I/we
have also declared any relevant conflicts of interest to the Press as applicable and defined in the Code of Conduct.

Signed
Name

Date (DDMMYY)

OFFICE INTERNAL USE ONLY

Account No.

Ledger Section

Credit Terms

Destination Type

Credit Limit

Discount

Signature (Credit Management)

Signature (Sales)

Print Name

Print Name

Credit Account Application Form

Third Party Code of Conduct

As a global organisation, Cambridge University Press works in highly competitive markets across the world. In many of
these markets we could not achieve the reach that we have without our Third Parties, relationships that we value.
We never want our performance to be achieved at the expense of high ethical standards. Our mission, our status as part
of one of the worlds greatest universities and our future success as an organisation all demand that we maintain these
standards in everything we do. As such, in 2013, we launched the Code of Ethics to our Employees, and this is the basis
for the Code of Conduct that we are now releasing to you, our Third Parties.
This document is specifically aimed at helping you understand the Presss ethical approach, as well as the legal and
regulatory confines we require those acting on our behalf to follow. It mirrors what is expected of our Employees.
We will update and reissue the Third Party Code of Conduct regularly to make sure it keeps up with the rapidly changing
world. As such, do please read this Code of Conduct carefully. If you have any questions or concerns, please reach out
to your local Press contact.
Thank you for your support
Peter Phillips
Chief Executive

Credit Account Application Form

a.

Our Ethical Approach

As stated in the introductory message from our Chief Executive, the Press is committed to maintaining high ethical
standards in all aspects of our business and in all markets in which we are engaged. This includes the Presss approach
to managing the risk of bribery and corruption, conflicts of interest and other trading risks. This document outlines our
approach and the standards the Press sets for itself; its Employees and the Third Parties the Press works with.
We trust this document is helpful in outlining the Presss standards. However, if you have any queries about the Presss
ethical approach, or are in any doubt as to whether a particular activity is permitted or not, you should contact your local
Press contact or the Presss Compliance Team (see contact details below).
Bribery and Corruption
The Press has a zero-tolerance approach towards bribery and corruption. A bribe is a benefit or anything of value (which
need not be cash) offered, promised or given to someone in order to obtain or retain a commercial advantage, or to
induce or reward the recipient for acting improperly or where it would be improper for the recipient to accept the benefit.
Bribes can take the form of cash payments or cash equivalents, gifts and hospitality, charitable or political contributions,
excessive or disproportionate sponsorships, facilitation payments, unwarranted allowances, excessive commissions or
anything else of value. Bribery is considered to be a form of corruption; corruption encompasses other acts such as
extortion, fraud and money laundering.
There are numerous international pieces of anti-bribery and corruption (ABC) legislation, many of which have global
reach, and apply across all countries in which the Press operates (collectively, Anti-Bribery Laws). For example, under
the UK Bribery Act 2010, which has placed increased focus on those organisations that fail to prevent bribery on its
behalf, a UK-based company or its international subsidiaries or joint ventures, can equally be found guilty of actions by
employees, as well as third parties that may be seen to act on its behalf. Indeed, there have been recent cases where
prominent international publishers have suffered huge financial penalties for corrupt activity involving bribery.
For our Employees, we have put in place an Anti-Bribery and Corruption Policy (ABC Policy), to further promote
compliance with Anti-Bribery Laws, and to provide additional detail on the principles to which all Press Employees are
expected to adhere. Third Parties (including joint venture partners) who act on behalf of the Press, anywhere in the
world, are asked to comply with similar standards. The first standard is that all Third Parties support and uphold our zerotolerance approach to bribery and corruption. To further define what we mean by this and to address the risk posed by
different types of business activity, each of the areas listed to follow provides further principles with which we ask our
third parties to comply.

Gifts, Hospitality and Travel

The Presss global rules state that gifts, hospitality and travel expenses should not be offered, given or promised, or
requested, accepted or authorised by Third Parties where they could influence or appear to unduly influence a business
decision, or where they might compromise or be seen to compromise the receivers judgement, integrity or impartiality.
All gifts, hospitality and travel expenses offered or received, of whatever value, must be proportionate, traceable and
transparent. We must observe the principle of proportionality at all times.
If you are tempted to offer to a one of the Presss customer, or equally to a Press Employee, a gift that is inappropriately
large for the kind of business relationship that is in place, hospitality that is disproportionately lavish, or travel expenses
more generous than what would be considered standard, we ask you as our Third Party to desist.

Charitable Giving and Fundraising

As part of the University of Cambridge, the Press is constitutionally committed to furthering the Universitys educational
objectives. Charitable donations could be used as a means of bribing or influencing another party. Therefore, charitable
giving or fundraising activities on the Presss behalf by Third Parties are prohibited.

Credit Account Application Form

Marketing and Sponsorship

The Presss global rules state that all marketing and sponsorship activities undertaken on the Presss behalf must be
conducted ethically and with integrity, transparency and full compliance with applicable laws and regulations. As such,
marketing and sponsorship activity undertaken by Third Parties related to our products must be performed ethically, and
for the purposes of obtaining brand recognition, not to unduly influence a business transaction.

Political Donations and Activities

Political activity and the giving of political donations could be considered bribery of a public official, which is prohibited
under relevant international anti-bribery legislation. As such, Third Parties must not undertake political activity on behalf
of the Press. Third Parties must ensure that they do not act, or appear to act, as a representative of the Press when
participating in political activities in an independent capacity.

Conflicts of Interest
Conflicts of interest may occur when someone is faced with a situation where their decision-making in relation to a
business transaction or partnership is unduly influenced by the involvement of a relative or close friend, or when there is
some other reason why a financial or career advantage might accrue to them or someone close to them in a way that
puts them at risk of not making a balanced or impartial decision.
It is inevitable that conflicts of interest will arise from time to time. The Press requires Third Parties to be open and
transparent about conflicts of interest, by declaring them to the Press so that they can be discussed in a way that will
resolve them satisfactorily. Where it is not possible to resolve an actual, apparent or potential conflict of interest, the
Press may have to review their contract with a Third Party.

Facilitation Payments
Facilitation payments are any payment given to a public official to encourage the performance or to speed up the
performance of an existing duty. For example, this could include grease payments to customs officials to speed up the
processing of standard import processes.
The Press will not tolerate or condone the making of any facilitation payment (no matter how small) by any Third Party
acting on its behalf. The only exception to this is if a facilitation payment is demanded under duress, and there is a
potential for loss of life or limb. However, any payments or requests must be transparently recorded and reported to the
Press as soon as is practically possible after the event.

Ethical Trading
As well as observing the highest standards in relation to bribery, corruption and the relevant subject areas covered
above, Third Parties are expected to apply other ethical values in all of their business transactions, to include defending
against fraud, upholding international sanctions and ethical, environmental and humanitarian conduct.
Any suspicion of fraud, or fraudulent behaviour, will be immediately and vigorously investigated and if substantiated will
lead to the termination of contract with a Third Party. Embezzlement of Press funds or of Press resources for purely
personal gain are serious examples of fraudulent activity, but it might also take the form of fraudulent misrepresentation,
lying in the course of business, or deliberate withholding from a business partner information, revenues or resources to
which they have a legal right.
All Press trading activity must be in compliance with international trade laws and regulations, which includes observance
of any formal sanctions in place against a country or organisation. Likewise the Press aims to act without falling foul of
laws or regulations regarding competition, agency arrangements or fair tendering. Anti-competitive practice could include
something as seemingly innocent as discussing our pricing policy with another publisher.
The Press also aims to uphold sustainable procurement standards, specifically in relation to the paper used in its printed
products. In addition, the Press only works with Third Parties who follow international labour laws.
b.
Raising an Ethical Concern
The Press is committed to the highest standards of quality, probity, openness and accountability in all areas of our
activity. Part of our commitment involves making it possible for Employees and Third Parties to report such concerns
confidentially and with confidence. Many of our Third Parties have their own means by which to confidentially raise
ethical concerns; however, where a Third Party has an ethical concern relating to business activities undertaken on
behalf of the Press, they can contact their local Press contact, the Press Compliance team, or the Presss whistleblowing
hotline, provided by Expolink.
You can contact the Compliance team at compliance@cambridge.org.
Expolink contact information is provided below:

http://www.expolink.co.uk/whistleblowing-hotline/PDF/International-Freephone-listing.pdf

Credit Account Application Form

cup@expolink.co.uk

http://www.expolink.co.uk/cup

Credit Account Application Form

3.

Products

3.1

All samples, drawings, descriptive matter, specifications and

advertising issued by Cambridge and any descriptions or
illustrations contained in Cambridges catalogues or
brochures are issued or published for the sole purpose of
giving an approximate idea of the Products described in
them. They shall not form part of the Contract or any other
contract between the Buyer and Cambridge and this is not a
sale by sample.

The Buyer's attention is drawn in particular to the

provisions of condition 11.

4.

Delivery

1.1

4.1

Unless otherwise agreed in writing by Cambridge, delivery

of the Products shall take place at Cambridges place of
business as notified to the Buyer (Delivery Location).

Business Day: a day (other than a Saturday, Sunday or

public holiday) when banks in London are open for
business.

4.2

Buyer: the person, organisation, institution or company who

purchases the Products from Cambridge.

The Buyer shall accept delivery of the Products within three

(3) Business Days of Cambridge giving it notice that the
Products are ready for delivery.

4.3

Cambridge: The Chancellor, Masters, and Scholars of the

University of Cambridge, trading as Cambridge University
Press.

Delivery of the Products shall be completed on the

completion of loading of the Products at the Delivery
Location.

4.4

Any dates specified by Cambridge for delivery of the

Products are intended to be an estimate and time for
delivery shall not be made of the essence by notice. If no
dates are specified, delivery shall be made within 21 days of
the date of the Order Form.

4.5

If for any reason the Buyer fails to accept delivery of any of

the Products within three (3) Business Days of Cambridge
notifying the Buyer that the Products are ready for delivery,
or Cambridge is unable to deliver the Products on time
because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:

Conditions of sale

The definitions and rules of interpretation in this

condition apply in these Conditions.

Conditions: the terms and conditions set out in this

document as amended from time to time in accordance with
clause 2.3.
Confidential Information: any information of a confidential
nature disclosed by a party (Disclosing Party) to the other
(Receiving Party) relating to the Disclosing Partys
business, products and services (including technical or
commercial know how or trade secrets) and its customers.
Contract: the contract between Cambridge and the Buyer
for the sale and purchase of the Products, comprising an
Order Form and these 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.

2.1

These Conditions (and any revised Conditions pursuant to

clause 2.4) shall be deemed accepted by the Buyer when
the Buyer submits an Order Form to Cambridge.

2.2

These Conditions apply to the Contract to the exclusion of

any other terms the Buyer seeks to impose or incorporate
(including any terms or conditions the Buyer purports to
apply under any purchase order, confirmation of order,
specification or other document) or that may otherwise be
implied by trade, custom, practice or course of dealing.

2.3

2.4

Cambridge may amend these Conditions at any time by

posting a revised version of the Conditions on its Website,
but any revised version of the Conditions shall only become
applicable to the Contract when the Buyer submits an Order
Form following the date of the posting of the revision. By
submitting an Order Form the Buyer agrees to comply with
the current version of these Conditions.
The Buyer acknowledges that it has not relied on any
statement, promise or representation made or given by or
on behalf of Cambridge not set out in the Contract.

Credit Account Application Form

the Products shall be deemed to have been delivered

at 09.00am three (3) Business Days following
notification by Cambridge that the Products are
ready; and

(c)

Cambridge may store the Products until delivery,

whereupon the Buyer shall be liable for all related
costs and expenses (including, without limitation,
storage and insurance).

4.7

The Buyer shall provide at the Delivery Location and at its

expense adequate and appropriate equipment and manual
labour for loading and unloading the Products.

4.8

If Cambridge delivers to the Buyer a quantity of Products of

up to 5% greater or fewer than the quantity set out in the
Order Form, the Buyer shall not be entitled to object to or
reject the Products or any of them by reason of the surplus
or shortfall and shall pay for such Products at the pro rata
Contract rate.

4.9

Cambridge may deliver the Products by separate

instalments. Each separate instalment shall be invoiced and
paid for in accordance with the provisions of the Contract.

4.10

Each instalment shall be a separate Contract and no

cancellation or termination of any one Contract relating to an
instalment shall entitle the Buyer to repudiate or cancel any
other Contract or instalment.

5.

Non-delivery

5.1

The quantity of any consignment of Products as recorded by

Cambridge on despatch from Cambridges place of
business shall be conclusive evidence of the quantity
received by the Buyer on delivery unless the Buyer can
provide conclusive evidence proving the contrary.

Website: Cambridges website at www.cambridge.org.

Contract

(b)

If, 10 Business Days after Cambridge has notified the Buyer

that the Products are ready for delivery, the Buyer has not
accepted delivery of them, Cambridge may resell or
otherwise dispose of all or part of the Products. Subject
always to the provisions of condition 10 (Quality), no refunds
shall be payable by Cambridge to the Buyer at any time for
Products delivered by Cambridge but not accepted by the
Buyer.

Products: any products published and packaged by

Cambridge including any electronic products and any other
products developed by Cambridge as are agreed in the
Contract to be supplied to the Buyer by Cambridge.

2.

risk in the Products shall pass to the Buyer (including

for loss or damage caused by Cambridges
negligence);

4.6

Order Form: an order form requesting delivery of Products,

submitted by the Buyer to Cambridge.

Trade Marks: Cambridges trade marks used in respect of

the Products.

(a)

10

5.2

Cambridge shall not be liable for any non-delivery of

Products (even if caused by Cambridges negligence)
unless the Buyer gives written notice to Cambridge of the
non-delivery within five (5) Business Days of the date when
the Products would in the ordinary course of events have
been received.

5.3

Any liability of Cambridge for non-delivery of the Products

shall be limited to replacing the Products within a
reasonable time or issuing a credit note at the pro rata
Contract rate against any invoice raised for such Products.

6.

Risk and Ownership

6.1

The risk in the Products shall pass to the Buyer on

completion of delivery.

6.2

Ownership of the Products shall not pass to the Buyer until

Cambridge has received in full (in cash or cleared funds) all
sums due to it in respect of the Products and any other
products that Cambridge has supplied to the Buyer.

6.3

6.4

6.5

6.6

Until ownership of the Products has passed to the Buyer,

the Buyer shall:

(a)

hold the Products

Cambridges bailee;

(b)

store the Products (at no cost to Cambridge)

separately from all other goods of the Buyer or any
third party in such a way that they remain readily
identifiable as Cambridges property;

(c)

not destroy, deface or obscure any identifying mark or

packaging on or relating to the Products, including by
any use of marketing or pricing stickers;

(d)

maintain the Products in satisfactory condition and

keep them insured on Cambridges behalf for their full
price against all risks to the reasonable satisfaction of
Cambridge from the date of delivery. On request the
Buyer shall produce the policy of insurance and
evidence of payments of the premiums to Cambridge;

(e)

notify Cambridge immediately if it becomes subject to

any of the events listed in clause 15.2; and

(f)

give Cambridge such information relating to the

Products as Cambridge may require from time to
time.

on

fiduciary

basis

7.3

The Buyer grants Cambridge, its agents and employees an

irrevocable licence at any time to enter any premises where
the Products are or may be stored in order to inspect them,
or, where the Buyer's right to possession has terminated, to
recover them.

(a)

any request by the Buyer to change delivery date(s),

quantities or types of Products ordered, or the
specification; or

(b)

any delay caused by any instructions of the Buyer or

failure by the Buyer to give Cambridge adequate or
accurate information or instructions.

8.

Payment

8.1

Subject to condition 8.4, payment of the price for the

Products is due in the invoiced currency within the credit
period agreed by Cambridge from time to time.

8.2

Time for payment shall be of the essence.

8.3

No payment shall be deemed to have been received until

Cambridge has received cleared funds.

8.4

All payments payable to Cambridge under the Contract shall

become due immediately on its termination notwithstanding
any other provision.

8.5

Unless otherwise agreed between Cambridge and the

Buyer, the Buyer shall make all payments due under the
Contract in full without any deduction whether by way of setoff, counterclaim, deduction or withholding (except for any
deduction or withholding required by law). Cambridge may
at any time, without limiting any other rights or remedies it
may have, set off any amount owing to it by the Buyer
against any amount payable by Cambridge to the Buyer.

8.6

If the Buyer fails to pay Cambridge any sum due pursuant to

the Contract by the due date, the Buyer shall pay interest on
the overdue amount at the rate of 4% per annum above
Barclays Bank's base rate from time to time. Such interest
shall accrue on a daily basis from the due date until actual
payment of the overdue amount, whether before or after
judgment. The Buyer shall pay the interest together with the
overdue amount.

9.

Returns

9.1

Returns will only be accepted with the consent of

Cambridge. The Buyer must seek permission from either:

as

If, prior to the ownership of the Products passing to the

Buyer, the Buyer becomes subject to any of the events
listed in clause 15.2, or Cambridge reasonably believes that
any such event is about to happen and notifies the Buyer
accordingly, then, provided that the Products have not been
resold, or irrevocably incorporated into another product, and
without limiting any other right or remedy Cambridge may
have, Cambridge may, at any time require the Buyer to
deliver up the Products and, where the Buyer fails to do so
promptly, enter any premises of the Buyer or of any third
party where the Products are stored in order to recover
them.

Cambridge may, by giving notice to the Buyer at any time up

to five (5) Business Days before delivery, increase the price
of the Products to reflect any increase in the costs of the
Products due to:

9.2

9.3

(a)

the Buyers Cambridge sales representative; or

(b)

the relevant Cambridge sales department.

Cambridge will only accept returns on the basis:

(a)

the Products are in print at the time of dispatch;

(b)

the return is documented with full invoice numbers;

(c)

the Buyer packs the Products with reasonable care;

and

(d)

the Buyer bears the costs of carriage.

Full credit will be issued by Cambridge if:

(a)

the Products are returned in their original condition;

and

(b)

all stickers or marks are removed.

On termination of the Contract, howsoever caused,

Cambridges rights contained in this condition 6 shall remain
in effect.

9.4

50% credit will be issued by Cambridge if the products are

in not in satisfactory condition for resale at full price.

7.

Price

10.

Quality

7.1

Unless otherwise agreed by Cambridge in writing, the price

for the Products shall be the price set out in the Order Form
or, if no price is given, Cambridges published price list in
effect on the date of delivery or deemed delivery.

10.1

Where Cambridge is not the manufacturer of the Products,

Cambridge shall endeavour to transfer to the Buyer the
benefit of any warranty or guarantee given to Cambridge.

7.2

The price for the Products shall be exclusive of any value

added tax and all costs or charges in relation to packaging,
loading, unloading, carriage and insurance, all of which
amounts the Buyer shall pay in addition when it is due to
pay for the Products.

10.2

Cambridge warrants that (subject to the other provisions of

these conditions) on delivery the Products shall:

Credit Account Application Form

(a)

be of satisfactory quality within the meaning of the

Sale of Goods Act 1979; and

(b)

be reasonably fit for purpose or, if any particular

purpose has been made known to Cambridge by the
Buyer in writing and has been confirmed in writing by

11

(c)

breach of terms implied by s.12 Sale of Goods Act

1979;

Subject to condition 10.4, if:

(d)

fraud or fraudulent misrepresentation; or

(a)

(e)

any matter in respect of which it would be unlawful for

Cambridge to exclude or restrict liability.

Cambridge, fit for the purpose made known by the

Buyer.

10.3

the Buyer gives written notice within 14 days from

when the Buyer discovers or ought to have
discovered that some or all of the Products do not
comply with the warranties set out in condition 10.2;
and

(b)

Cambridge is given a reasonable opportunity of

examining such Products; and

(c)

the Buyer (if asked to do so by Cambridge) returns

such Products to Cambridges place of business at
the Buyers cost for the examination to take place
there,

11.4

Subject to conditions 11.2 and 11.3:

(a)

Cambridge shall not be liable to the Buyer, whether in

contract, tort (including negligence), breach of
statutory duty or otherwise, for any loss of profit or
any indirect or consequential loss arising from or in
connection with the Contract; and

(b)

Subject to condition 11.4(a), Cambridges total liability

in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance
or contemplated performance of the Contract shall be
limited to the Contract price.

Cambridge shall, at its option, repair or replace the defective

Products or refund the price of such Products at the pro rata
Contract rate.

10.4

Cambridge shall not be liable for a breach of any of the

warranties in condition 10.2 if:

(a)

the Buyer makes any further use of such Products

after giving notice in accordance with condition
10.3(a);

(b)

the defect arises because the Buyer failed to follow

Cambridges oral or written instructions as to the
storage, installation, commissioning or use of the
Products or (if there are none) good trade practice;

(c)

the Buyer alters or repairs such Products without the

written consent of Cambridge; or

(d)

the defect arises as a result of fair wear and tear,

wilful damage, negligence or abnormal storage or
working conditions.

10.5

If Cambridge complies with condition 10.3 it shall have no

further liability for a breach of the warranty or warranties in
condition 10.2 in respect of such Products.

10.6

Cambridge reserves the right at any time to withdraw any

Product, or from any of the Products any item or part of an
item, for which it no longer retains the right to publish, or
which it has reasonable grounds to believe infringes
copyright or is defamatory, obscene, unlawful or otherwise
objectionable. Cambridge shall give written notice to the
Buyer of such withdrawal. Cambridge shall refund the price
of such Products at the pro rata Contract rate provided that,
if Cambridge so requests, the Buyer shall, at Cambridges
expense, return the Products or the part of such Products to
Cambridge.

11.

Limitation of liability

11.1

Subject to conditions 4 (Delivery), 5 (Non-delivery) and 10

(Quality), the following provisions set out the entire financial
liability of Cambridge (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to
the Buyer in respect of:

11.2

11.3

(a)

any breach of these Conditions;

(b)

any use made or resale by the Buyer of any of the

Products, or of any product incorporating any of the
Products; and

(c)

any representation, statement or tortious act or

omission including negligence arising under or in
connection with the Contract.

Except as set out in these Conditions, all warranties,

conditions and other terms implied by statute or common
law are, to the fullest extent permitted by law, excluded from
the Contract.
Nothing in these conditions
Cambridges liability for:

shall

limit

or

exclude

11.5

On termination of the Contract, howsoever caused, the

rights contained in this condition 11 shall remain in effect.

12.

Confidentiality

12.1

The Receiving Party shall only disclose Confidential

Information to those of its employees and agents
(Representatives) who need to know it for the purposes of
discharging its obligations under the Contract and shall
ensure that such Representatives comply with the
obligations of this provision as though they were a party to
the Contract. The Receiving Party may also disclose
Confidential Information of a Disclosing Party as required to
be disclosed by law.

12.2

On termination of the Contract, howsoever caused, the

rights contained in this condition 12 shall remain in effect.

13.

Intellectual property

13.1

The Buyer shall sell the Products under the Trade Marks
and shall not alter or make any addition to the labelling or
packaging of the Products displaying the Trade Marks
without Cambridges prior written consent. The Buyer shall
not alter, deface or remove any reference to the Trade
Marks, any reference to Cambridge or any other name
displayed to the Products, their packaging or labelling.

13.2

Cambridge makes no representation or warranty about the

validity or enforceability of the Trade Marks, nor as to
whether they infringe any Intellectual Property Rights of third
parties in the Territory.

13.3

Nothing in these Conditions shall operate to transfer or

license any Intellectual Property Rights between the parties
and all Cambridges Intellectual Property Rights in the
Products shall remain vested in Cambridge.

14.

Force majeure

14.1

Neither party shall be liable for any delay or failure to

perform its obligations under the Contract if the party is
prevented from, or delayed in, the carrying on of its
business due to circumstances beyond its reasonable
control (Force Majeure Event) including acts of God,
governmental actions, war or national emergency, acts of
terrorism, protests, riot, civil commotion, fire, explosion or
flood.

14.2

If a Force Majeure Event prevents Cambridge from

performing its obligations under these Conditions within a
reasonable time after the agreed date of performance then
Cambridge may terminate the Contract immediately by
giving written notice to the Buyer.

15.

Termination

15.1

Without limiting any other rights or remedies to which it may

be entitled, either party may give notice in writing to the
other terminating the Contract immediately if:

(a)

death or personal injury caused by its negligence, or

the negligence of its employees, agents or
subcontractors (as applicable);

(a)

the other party fails to pay any undisputed amount

due under it on the due date for payment and
remains in default for more than 14 days;

(b)

defective products under the) Consumer Protection

Act 1987;

(b)

the other party commits a material breach of any

material term of the Contract and (if remediable) fails

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to remedy that breach within 30 days of that party

being required in writing to do so; or

(c)

15.2

the other party repeatedly breaches any of the terms

of the Contract in a manner that reasonably justifies
the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the
terms of the Contract.

Cambridge may terminate the Contract with immediate

effect by giving written notice to the Buyer if:

(a)

(b)

make, offer or request any undue financial or other

advantage in any activity, practice or conduct which
would constitute an offence under these Acts; and

the Buyer (being an individual) has a bankruptcy

order made against him or makes an arrangement or
composition with his creditors, or otherwise takes the
benefit of any statutory provision for the time being in
force for the relief of insolvent debtors, or (being a
body corporate) convenes a meeting of creditors
(whether formal or informal), or enters into liquidation
(whether voluntary or compulsory) except a solvent
voluntary liquidation for the purpose only of
reconstruction or amalgamation, or has a receiver
and/or manager, administrator or administrative
receiver appointed of its undertaking or any part
thereof, or documents are filed with the court for the
appointment of an administrator of the Buyer or
notice of intention to appoint an administrator is given
by the Buyer or its directors or by a qualifying floating
charge holder, or a resolution is passed or a 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;
the Buyer suffers or allows any execution, whether
legal or equitable, to be levied on its property or
obtained against it, or fails to observe or perform any
of its obligations under the Contract or any other
contract between Cambridge and the Buyer, or the
Buyer ceases to trade;

(c)

the Buyer encumbrances or in any way charges any

of the Products;

(d)

the Buyer suspends, threatens to suspend, ceases or

threatens to cease to carry on all or substantially the
whole of its business; or

(e)

the Buyer suspends, or threatens to suspend,

payment of its debts or is unable to pay its debts as
they fall due or admits inability to pay its debts or is
deemed unable to pay its debts within the meaning of
s.123 Insolvency Act 1986, or (being an individual) is
deemed either unable to pay its debts or as having no
reasonable prospect of doing so, in either case,
within the meaning of section 268 of the Insolvency
Act 1986 or (being a partnership) has any partner to
whom the foregoing apply.

15.3

Termination of the Contract for any reason shall not affect

any rights or liabilities accrued at the date of termination.

16.

Data Protection

16.1

Cambridge acts in accordance with the UK Data Protection

Act 1998 and personal data has the meaning given to it
under that Act.

16.2

The Buyer consents to Cambridge maintaining, recording,

holding and using any personal data the Buyer supplies to
Cambridge in connection with the fulfilment of the services
provided and in accordance with Cambridges privacy policy
(http://www.cambridge.org/policy/privacy) from time to time.

17.

Bribery and Corruption

17.1

The Buyer understands that Cambridge acts in accordance

the UK Bribery Act 2010 and other applicable anti-bribery
laws in the jurisdictions in which it operates (the Acts).

17.2

The Buyer warrants that it shall:

(a)

comply with all applicable laws relating to anti-bribery

and corruption;

(b)

ensure neither it, nor its employees, officers, or

shareholders, or any of its subcontractors or their
employees officers or shareholders, in the course of
its performance of its obligations under this Contract,

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(c)

promptly report to Cambridge any request, demand

or offer made for undue financial or other advantage
by or to the Buyer or its employees or agents in
connection with the performance of this Contract.

18.

Notices

18.1

Any notice or other communication given to a party under or

in connection with the Contract shall be in writing,
addressed to that party at its registered office (if it is a
company) or its principal place of business (in any other
case) or such other address as that party may have
specified to the other party in writing in accordance with this
Condition, and shall be delivered by hand, sent by pre-paid
first class post or other next working day delivery service,
commercial courier, or e-mail.

18.2

Notices shall be deemed received (i) if delivered by hand,

on signature of a delivery receipt or at the time the notice is
left at the proper address; (ii) if sent by pre-paid first class
post or other next working day delivery service, at 9:00 am
on the second working day after posting or at the time
recorded by the delivery service and (iii) if sent by email, the
date and time it was received.

19.

Other

19.1

No variation to the Contract shall be effective unless it is in

writing and signed by the parties.

19.2

Neither party may assign any of its rights or obligations

under the Contract without the prior written consent of the
other, not to be unreasonably withheld or delayed.

19.3

If any provision or part-provision of the Contract is found by

a court or other authority of competent jurisdiction to be
invalid, illegal or unenforceable, that provision or partprovision shall, to the extent required, be deemed not to
form part of the Contract and the validity and enforceability
of the other provisions shall not be affected.

19.4

No failure by either party in exercising any right, power or

remedy shall operate as a waiver of it.

19.5

A person who is not a party to the Contract shall not have

any rights to enforce its terms.

19.6

Nothing in the Contract shall create or be deemed to create

a partnership or joint venture between the parties.

19.7

The Contract, and any dispute or claim arising out of or in

connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be
governed by, and construed in accordance with the law of
England and Wales.

19.8

Each party irrevocably agrees that the courts of England

and Wales shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with this
Contract or its subject matter or formation (including noncontractual disputes or claims).

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