1. Applicability. These terms and conditions of sale (the “Agreement”) are the only terms which govern the sale of the goods (“Goods”) by New Horizons. (“Seller”) to Buyer. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with this Agreement. This Agreement shall prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms, unless Seller agrees to such Buyer terms in writing. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
2. Delivery. The Goods will be delivered within two (2) weeks of your order unless otherwise indicated by Seller on the Order Form. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, the Goods shall be delivered to Buyer from Seller’s warehouse (the “Delivery Point”). Seller shall arrange for shipment of the Goods to Buyer’s desired location using Seller’s standard methods for packaging and shipping such Goods and such shipping costs are included in the cost of the Goods. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
3. Title and Risk of Loss. Delivery shall be made FOB Seller’s Warehouse. Title and risk of loss passes to Buyer at the Seller’s Warehouse when the carrier accepts the goods for transport.
4. Return Policy. Goods once sold cannot be returned and cancellation of the order is not permitted, however may only be replaced if there is any manufacturing damage within three (03) days of receipt. Seller will replace all the damaged goods against receipt of the returned damaged goods, which should be in their original packing. In case of replacement, Buyer shall contact the Seller and appropriate instructions will be provided by the Seller on replacing the goods
5. Price. Buyer shall purchase the Goods from Seller at the then current price as indicated on the Order Form. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes, if applicable; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets
6. Payment Terms. Buyer shall pay all invoiced amounts due to Seller at the checkout to ensure delivery of goods on time.
7. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
8. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
9. Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
10. Copyrights. It is understood that no part of this material can be re-produced, or transmitted in any form by any means, electronic, mechanical or otherwise, whether now or hereafter devised, including photo copying, recording or by any information storage and retrieval system without express written prior permission from New Horizons. It is also understood that New Horizons are the exclusive distributors of WorldBook International USA in the territory of Pakistan and no other source can provide access to WorldBook material within the territory of Pakistan
11. Entire Agreement and Severability. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, promises and statements, whether written or oral. This Agreement may be altered, modified or waived only by an instrument in writing signed by the parties which refers to this Agreement. If any provision of this Agreement is determined to be invalid under the laws of any jurisdiction where used, that provision will be deemed modified to the extent necessary to make it valid while accomplishing the purpose most similar to that contained in the original provision, and will not affect any other provision of this Agreement.