1.1 In this Agreement:

'Buyer'/'the School' means the school/college whose order for the Goods is accepted by the Seller.
'Goods' means the booklets (including any instalment of the booklets) which the Seller is to supply in accordance with these Conditions and which are set out in the Order Form.
'Conditions' means the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
'Order Form' means the order form for the purchase and sale of the Goods.
'Copyright' means all copyright and rights in the nature of copyright to which the Seller may now or may subsequently become entitled to in or in respect of (without limitation) the Goods, all drawings and other documents or recordings in any form.
'Seller' means J Gardner trading as "french4schools".
'Writing' includes electronic mail, facsimile transmission and comparable means of communication.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any Order Form completed by the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Order Form to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 Any representations concerning the Goods made by the Seller must be confirmed by the Seller in Writing in order that they bind the Seller. In completing the Order Form the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller to the Buyer or its employees or agents as to the application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any literature, Order Form, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and specifications
3.1 No Order Form submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order Form submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to provide the Goods in accordance with the terms of the Order Form.
3.3 The quantity, quality and description of any specification for the Goods shall be those set out in the Buyer's Order Form (if accepted by the Seller).
3.4 No Order Form which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 Price of Goods
4.1 The price of the Goods shall be that stated in the Order Form.
4.2 The price is exclusive of any applicable value added tax, which the Buyer may be additionally liable to pay to the Seller.
5 Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods to the Buyer.
5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller's invoice, and the Seller shall be entitled to recover the price. Receipts for payment will be issued upon request.
5.3 Subject to clause 9.3 no Goods may be returned, and no refunds will be given once the Buyer has received the Goods.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.1 cancel the contract or suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above HSBC Bank plc's base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 Delivery
6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer by first class recorded delivery or, if some other place for delivery is agreed, by the Seller delivering the Goods to that place by first class recorded delivery.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused.
6.3 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property, but shall be entitled to use the Goods in the ordinary course of providing French lessons.
7 4 Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.