These Terms & Conditions apply only to UK customers, age 18 or over who purchase online from Open University Worldwide's website (Buy Open University Learning Resources Online). Separate terms and conditions apply to orders made by telephone, fax or in writing. They do not apply to trade enquiries or orders, which shall include but not be limited to bookshops and distributors. All such trade enquiries must be addressed separately to OUW and appropriate Terms and Conditions will be supplied. These Terms and Conditions apply only to consumer sales (as defined by the Sale of Goods Act 1979) and the statutory rights of the Customer are not affected by these conditions). The Customer should read these Terms and Conditions carefully and if any of these are unclear should request an explanation from OUW.
1:INTERPRETATION
In these Terms & Conditions the following words have the following meanings: "OUW" : Open University Worldwide Ltd whose registered office is at Walton Hall, Milton Keynes, United Kingdom, a wholly owned subsidiary of The Open University of the United Kingdom.
"the Contract" : Any contract between OUW and the Customer for the sale and purchase of the Goods incorporating these Terms & Conditions.
"the Customer" : The person(s) age 18 or over, educational institution, firm, company or organization in the UK who purchases the Goods online from the OUW website.
"Goods" : Any goods, including but not limited to the learning materials and other related items from time to time described on OUW's web-site or other promotional materials agreed in the Contract to be supplied to the Customer by OUW (including any part or parts of them).
"Multimedia" : The combination of two or more of the following content formats for the delivery of information including but not limited to text, pictorial and graphics works, animation, audio, motion video and software.
2: APPLICATION OF TERMS
2.1: It is OUW's intention that the Contract will be on these Terms & Conditions to the exclusion of all other terms and conditions.
2.2: These Terms & Conditions apply to all OUW's on-line sales only to Customers who purchase them as consumers.
2.3: Each order for Goods placed by the Customer with OUW shall be deemed to be an offer made by the Customer to OUW to purchase Goods subject to these Terms & Conditions.
2.4: No order placed by the Customer shall be deemed to be accepted by OUW until a written acknowledgement (which shall include an electronic communication) of such order is issued by OUW.
2.5: Any quotation is given on the basis that no contract will come into existence until a written acknowledgement of the order is issued by OUW.
3: PRICES
3.1: All prices are specified or quoted in Pounds Sterling.
3.2: Prices and discounts quoted on the Website apply only to orders made online via the OUW website.
3.3: Unless otherwise agreed by OUW in writing the price for the Goods ordered online shall be the price set out on OUW's website.
3.4: Prices specified or quoted are exclusive of the costs of delivery postage despatch packing handling (administration) and insurance for which the Customer will be additionally charged at the rates as indicated on the web-site.
3.5: Prices quoted on the Website are exclusive of Value Added Tax (VAT). Where VAT is applicable it will be charged at the rate prevailing at the Invoice Date.
4: DELIVERY
4.1: Unless otherwise agreed in writing by OUW, delivery of the Goods shall take place at OUW's place of business or from our warehouse, from which time the Goods will be at the risk of the customer.
4.2: Subject to availability Goods, except videos, DVDs or Multimedia, are normally despatched within 10 working days from receipt of the order by OUW. Videotapes, DVDs and Multimedia are normally despatched within working 20 days of receipt of order. Whilst OUW will make all reasonable efforts to despatch Goods within this period the failure to despatch the Goods within this period shall not constitute grounds for termination of the Contract for a breach of these Terms & Conditions and subject to the other provisions of these Terms & Conditions OUW will not be liable for any loss (including loss of profit) costs damages charges or expenses caused directly or indirectly by any delay in the delivery of the Goods which is caused by factors beyond OUW's control.
4.3: Subject to the availability of Goods, OUW reserves the right to deliver the Goods in instalments.
4.4: Where the Goods are delivered in instalments each delivery shall constitute a separate Contract and any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to terminate the Contract as a whole.
4.5: Any liability of OUW for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or re-imbursing the customer at the pro rata Contract rate.
5: ORDERS & PAYMENT TERMS
5.1: Any order is not binding on OUW until the order form is received at our order processing department and the Customer's credit card details are verified and payment for such goods processed.
5.2: Orders will be accepted subject to receipt of credit card details and verification of payment. The Customer may pay by use of any of the following credit cards:
Valid credit or debit card in the Mastercard, Visa, Maestro, Connect Delta and Solo groups, full details of which must accompany the order.
5.3: As part of the sales process, you may be contacted by OUW, or one of our partners acting on our behalf, to verify your customer experience.
6: PROPERTY & TITLE
6.1: The Goods are at the risk of the Customer from the time of delivery from OUW.
6.2: The Customer shall not obtain any proprietary title in the copyright relating to the material contained in/on the goods.
6.3: By law, customers in the European Union have the right to withdraw from the purchase of an item within seven working days of the day after the date the item is delivered. To cancel a purchase within the seven-working-day cooling off period, please contact Customer Services and return it to OUW within seven working days of the day after the date that the item was delivered to you. Please note that you will be responsible for the cost of returning the items to us unless we delivered the item to you in error, or if the item is damaged or defective. Once the goods have been received back by OUW, a credit will be processed within 30 days.
7: MONEY BACK GUARANTEE
7.1: OUW will refund the price to the Customer upon return of the Goods to OUW provided that:
7.1.1 the Goods are returned to OUW by the Customer at the Customer's own risk and expense;
7.1.2 the Goods are received by OUW in a resaleable condition; and
7.1.3 the Goods are returned within 7 days of receipt by the Customer, together with the returns note, to the following address: The Open University, Unit 16 Denington Estate, Wellingborough, Northants, NN8 2RF, United Kingdom. (If the returns note is not available OUW may at its absolute discretion grant a refund without it, subject to the Customer's compliance with any further reasonable requirements of the OUW).
7.2: Charges made by OUW in respect of delivery, postage, despatch, packing and handling (administration) and insurance will not be refunded.
7.3: In relation to any software and/or Multimedia the Customer shall not be entitled to a refund if the seal on the packaging is broken.
7.4: The money back guarantee shall not apply in respect of Goods that are audiocassette(s), videocassettes(s) and DVD(s).
8: DAMAGED AND DEFECTIVE GOODS
8.1: OUW warrants that (subject to the other provisions of these Terms & Conditions):
8.1.1: upon delivery, and for a period of 30 days from the date of delivery, the Goods will not be defective; and
8.1.2: upon delivery the Goods will not be damaged.
8.2: OUW shall not be liable for breach of the warranties in condition 8.1 unless:
8.2.1: in the case of the warranty at 8.1.1, the Customer gives written notice of the defect to OUW within 90 days of delivery and in the case of the warranty at 9.1.2, the Customer gives written notice of the damage to OUW within 7 days of receipt of the Goods either by completing and returning the fault card enclosed with the Goods or otherwise; and
8.2.2: the Customer, if asked to do so by OUW, returns such Goods to OUW at the Customer's cost.
8.3: OUW shall not be liable for breach of the warranties in condition 9.1 if:
8.3.1: the Customer makes any use of the Goods after giving such notice; or
8.3.2: the defect/damage arises because the Customer failed to follow OUW's oral or written instructions as to the installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
8.3.3: the Customer alters such Goods without the written consent of OUW; or
8.3.4: the defect arises from normal wear and tear; or
8.3.5: the defect/damage arises from accidental damage.
9: LIABILITY
9.1: Subject to condition 8, the following provisions set out the entire financial liability of OUW (including liability for the acts or omission of its employees agents and sub-contractors) to the Customer in respect of:
9.1.1: any breach of these Terms & Conditions; and
9.1.2: any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2: Nothing in the Terms and Conditions shall affect the Customer's statutory rights.
9.3: Nothing in these Terms & Conditions excludes or limits the liability of OUW for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
9.4: Subject to conditions 10.2 and 10.3:
9.4.1: OUW's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the value of the Goods to which any claim relates; and
9.4.2: OUW shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10: COPYRIGHT
10.1: The Goods are subject to copyright laws and protection and are sold to the Customer on the basis that the Customer complies with the provisions of any copyright notices thereon and therein. Under no circumstances shall OUW indemnify the Customer for any action of the Customer in breach of such copyright laws and provisions.
10.2: Any programmes or other material contained in any video, DVD, compact disc, multimedia or other electronic, magnetic recording medium may not be broadcast or copied in any way except by the grant of specific written licence of OUW or The Open University, or under the terms of The Open University Off-Air Recording Scheme, details of which are available upon request.
10.3: Where the supply of Goods to the Customer would otherwise constitute a breach of copyright provisions OUW reserves the right not to supply the Goods and will notify the Customer accordingly.
10.4: The use of software and Multimedia is subject to the terms and conditions of our standard licence that will accompany the software and Multimedia on delivery. The Customer may additionally obtain a copy of the licence by request from OUW.
11: FORCE MAJEURE
11.1: OUW reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of OUW including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
12: ASSIGNMENT
12.1: Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of OUW.
13: GENERAL
13.1: If any provision of these Terms & Conditions is declared wholly or partly illegal, invalid, void, voidable unenforceable or unreasonable by any Court, tribunal or administrative smallprint of competent jurisdiction, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.2: Failure or delay by OUW in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.3: Any waiver by OUW of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
13.4: Nothing in this agreement shall confer on any third party any benefit or the right to enforce any terms of this agreement.
14: LAW & JURISDICTION
14.1 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
15: COMMUNICATIONS
15.1: All communications between the parties about this Contract must be in writing which shall include communication by electronic means:
15.1.1: in the case of communications to OUW to Open University Worldwide Ltd., Walton Hall, Milton Keynes, MK7 6AA, United Kingdom, or such other address as shall be notified to the Customer by OUW; or
15.1.2: in the case of communications to the Customer to the registered office of the Customer (if it is a company) or (in any other case) to any address or fax number of the Customer set out in any document which forms part of this Contract or such other address or fax number as shall be notified to OUW by the Customer.
15.2: Communications shall be deemed to have been received:
15.2.1: if sent by prepaid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
15.2.2: if delivered by hand on the day of delivery;
15.2.3: if sent by fax on a working day prior to 4.00 p.m. at the transmission and otherwise on the next working day;
15.2.4: if sent and received by means of an electronic communication system, provided that written confirmation is made within 48 hours of original electronic communication.
Date of issue: August 2005