Reseller Terms & Conditions
1. APPLICABILITY AND ACCEPTANCE OF THESE CONDITIONS
1.1 These Conditions apply to each order that Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668 (we) accept from a trade customer (you) for the supply of goods to you for resale within Australia only.
1.2 Your acceptance of goods from us means that you accept these Conditions. No variation by you of these Conditions will be valid unless our authorised representative gives you written confirmation that that variation is accepted.
1.3 We may make changes to these Conditions from time to time. If we do, we will notify you in writing before they take effect. Your acceptance of further goods and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to cancel any order affected by the change by written notice to us within 30 days after receiving notice of the relevant changes.
2. PRICES, CHARGES AND PAYMENT
You agree to pay in full the amount specified on any invoice rendered by us for goods supplied to you within 30 days of the date of the invoice (unless we agree otherwise in writing).
2.2 If you purchase a product through us that is published by another company within the Thomson Reuters group of companies (another company), you will be required to pay our cost of the importation of the product and we may charge a delivery fee for delivering the product to your address. The importation cost will be included in the product price on the invoice for the goods. The delivery fee may be listed separately on the invoice or included in the product price.
2.3 If we have to convert the price or the charge for the cost of importation from another currency, you agree that we have absolute discretion in relation to the exchange rate used to make the conversion.
2.4 All American Express and Diners Club payments are subject to a surcharge. We reserve the right to make changes to this surcharge from time to time or to extend the surcharge to other methods of payment. If we do make any changes, we will notify you in writing before the changes take effect.
Delivery charges may also apply for priority orders and orders below a certain value. These charges will be specified on your invoice.
3. ORDER AND DELIVERY
3.1 All orders for goods must be in writing and addressed to:
Mail: Customer Service - Thomson Reuters (Professional) Australia Limited
100 Harris Street
PYRMONT NSW 2009; or
DX: DX 22424 Balmain NSW
Fax: (02) 8587 7052
Phone: 1300 304 195
3.2 You accept that dates we give you for delivery are our best estimate, are given in good faith and may be subject to change without notice.
3.3 We will deliver goods ordered to the address supplied on your order form or to an alternate address that we agree in writing.
3.4 You agree that delivery will be complete when the goods are dispatched to your nominated address. Delivery by us to a carrier will be deemed to be delivery to you.
4. RISK AND TITLE
4.1 The risk in any goods that you order from us will pass to you on delivery irrespective of when payment is completed.
4.2 You agree that all goods remain our property until you have paid for them in full. Until then, you acknowledge that we remain the equitable and legal owner and that you are in possession of those goods only as our bailee until you have completed payment.
4.3 You are liable to pay in full the price of any goods delivered to you, subject to any agreed discounts. If you fail to pay for goods by the due date for payment, we will be entitled to retake possession of the goods, resell them and keep the proceeds of the sale. Any shortfall remaining in the amount owing after resale will remain a debt owed by you.
5. RETURNS POLICY
If you return goods following the procedures set out in this clause 5 and within the specified time period, we (in our absolute discretion) will either issue you with a credit or refund the purchase price paid by you for the returned goods.
5.1 A request to return product may only be made:
(a) within thirty (30) working days of delivery if the goods were damaged in transit to you;
(b) within thirty (30) days of the date of the invoice if the goods were incorrectly supplied by us;
(c) at any time if you ordered too much stock, provided that your returns for this reason do not exceed 10% of the value of total stock ordered in the immediately preceding twelve (12) month period; or
(d) not more than one month prior to publication of a new edition of the same title and provided that you have ordered like quantities of the new edition of that title.
5.2 The request to return goods must be in writing, include the ISBN, title and quantity.
5.3 On receipt of a correctly submitted request to return product, a Return Authority will be issued with pre-addressed authorised return labels. One copy of the Return Authority must be returned with the goods and an authorised returns label affixed to the outside of each box.
5.4 All stickers and marks must be removed from the goods, they must be returned in merchantable condition together with the Return Authority within 30 days of the date of issue of the Return Authority. If the goods are returned because they are old editions or they were damaged in transit to you, you need only return the title and cover page of the product with the Return Authority.
5.5 Goods which are custom published at your request may not be returned.
5.6 If you wish to return stock, because you ordered too much:
(a) we reserve the right to refuse returned stock where your total returns of over-ordered stock in the immediately preceding twelve month period exceed 10% of the total value of stock ordered during that period; and
(b) we will only accept that stock if it is returned within six (6) months of the invoice date where the stock you are returning was published by another company.
5.7 If you order too much stock, you are responsible for organising return and paying any freight charges associated with the return of that stock. Similarly, you will be responsible for the charges associated with returned goods which are damaged in transit due to bad or insufficient packaging by you.
5.8 Except where required by law, you will not be entitled to a refund or credit if you return goods, but do not comply with our returns policy. Returning goods outside the return period will NOT entitle you to a refund or exempt you from paying the balance of the purchase price.
6. UNANTICIPATED EVENTS
We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
If you default in performing your obligations under these Conditions and we incur expenses in enforcing our rights under these Conditions (for example and without limitation, expenses incurred by us in recovering any moneys owed by you to us), you must pay those expenses to us on demand (including all legal costs on a full indemnity basis).
8.1 If you are one or more individuals this Clause 8 applies. You acknowledge that personal information concerning you collected or held by us may be used for a variety of purposes including:
(a) to supply goods and services that you have ordered;
(b) to administer your account and to enforce this contract; and
(c) for marketing purposes which may include disclosure of your information to other members of the global Thomson Reuters group of companies;
8.2 If you do not want us to use your personal information for marketing purposes, please advise us in writing.
8.3 You also agree that if you provide us with personal information about any other individual, you will ensure that the individual is aware:
(a) that you have supplied their personal information to us and the reason; and
(b) of the details in this clause 8 which apply to information we collect about them as well as information we collect about you.
8.5 If you fail to provide any information requested by us, we may be unable to supply the goods and services that you order or request.
8.6 In most circumstances, you have a right to access any personal information which we collect and hold about you and to have it corrected if it is wrong. Please contact our Privacy Officer at TLRAP.firstname.lastname@example.org to ask for access to your information or if you have a complaint concerning your information privacy. We may deny your request for access in some circumstances but if we do this we will tell you why.
8.7 You consent to us sharing your personal information with other Thomson Reuters group companies including those overseas and with our service providers who are located overseas.
8.8 If you apply to us for credit terms we may give certain information about you including identity particulars to a credit reporting agency and we will tell you separately about other uses and disclosures of your personal information relevant to your application for, or our provision of, credit.
9.1 In these Conditions the terms “GST”, “supply” and “tax invoice” have the meaning given to those terms in the A New Tax System (Goods and Services) Tax 1999 (Cth) and the term “GST” also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of goods under these Conditions.
9.2 Any amount payable by you under clause 2 is inclusive of GST.
9.3 If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the goods sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
9.4 In relation to any GST paid by a party under these Conditions, including any adjustment, the payee will provide the payor with a tax invoice.
10. TERMINATION FOR BREACH
Without prejudice to our other rights at law, we may cease supply of goods to you immediately by giving notice in writing if you breach any material term of these Conditions.
11. DISCLAIMER OF LIABILITY AND WARRANTIES
11.1 The Trade Practices Act 1974 (Cth) and similar laws may confer rights and remedies on you in relation to the provision by us of goods ordered by you which cannot be excluded, restricted or modified (Non-excludable Rights). We do not exclude any Non-excludable Rights but we do exclude all other conditions and warranties implied by custom, law or statute.
11.2 Except as provided for by the Non-excludable Rights:
(a) all goods ordered by you are provided without warranties of any kind, either express or implied;
(b) we do not warrant that those goods will be complete or free from all errors;
(c) we do not warrant that information will continue to be available to us to enable us to keep those goods and services up-to-date; and
(d) all representations are expressly excluded and you have not relied on any representations in ordering goods and services from us.
11.3 Subject to clause 11.1, under no circumstances (including but not limited to any act or omission on our part) will we be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits) whatsoever which result from any use, or any inability to use, our goods.
11.4 To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to supply of the good ordered by you again or paying for their resupply.
12. STATUS OF RESELLER
You acknowledge that:
12.1 you are a commercial buyer and not a consumer;
12.2 you are acting as a principal in your dealings with customers and not as our agent or the agent of any of our affiliates; and
12.3 you are buying the publications for the purposes of resale and not for your own account.
13. GOVERNING LAW
These Conditions will be governed by and construed according to the law of New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.