General Sales Terms & Conditions

These general terms and conditions apply to all orders placed by the Customer (i) unless other terms and conditions for a specific promotion prevail and (ii) until Cambridge communicates other general terms and conditions that replace them. These Conditions apply to the exclusion of any other terms the Customer seeks to impose or incorporate (including any terms or conditions under any of the Customer’s purchase orders, confirmation of orders, specifications or other documents) or that are implied by trade, custom, practice or course of dealing.

No advertising materials issued by Cambridge are part of this Contract. The Customer 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.

The Customer may place an order for any product from the catalogue (Goods) through the Iberia English School Shop website at https://shop.cambridge.org/school/signin. The order must refer to each title requested, indicating ISBN and quantity and will be deemed accepted when Cambridge sends a written acceptance. Cambridge may reject orders within 3 working days of receipt. The status of orders may be consulted via the same email address mentioned above.

Cambridge will fulfil all titles available at the time of order. If unavailable, Cambridge shall notify the Customer via email. If the unavailability is temporary, Cambridge shall keep the orders on hold and fulfil them as soon as they become available, unless the Customer instructs Cambridge otherwise by email. Cambridge’s maximum liability for non-fulfilment of the order is either supplying the missing Goods within a reasonable time or issuing the Customer a credit note against any invoice raised for such Goods, at Cambridge’s sole discretion.

Cambridge shall send the Goods, the corresponding delivery notes, and invoices carriage paid to the Customer’s nominated address. The Goods remain the property of Cambridge until they are both paid for in full and delivered at the delivery address.

Subject to the terms below, the Customer may request a return by writing to cs.iberia@cambridge.org. If accepted Cambridge will provide a return number. The Customer may then return the goods in accordance with these terms.

The Customer may return the percentage agreed in the particular conditions of sale for purchases made in each calendar year. Cambridge will bear the return costs during the following periods: 1 October to 15 November and 1 to 28 February. Outside of these periods, the Customer will be responsible for the return costs. The returned Goods must be in the current catalogue, undamaged, unmarked, and not priced, packed with reasonable care and in accordance with any instructions provided by Cambridge, and visibly display the return number provided by Cambridge on each box, together with a document describing the quantity and goods returned.

Cambridge will reject any return that does not meet any of the above requirements, either by returning the goods to the Customer or by requiring collection from Cambridge, in both cases at the Customer's expense.

The purchase price of the correctly returned Goods will be credited to the Customer's account within 3 weeks of receipt of the Goods at the Cambridge warehouse.

Unless otherwise agreed with the Customer, the list prices in force at the time of receipt of the order shall apply (which Cambridge may change at any time and without prior notice). Applicable taxes shall be added to the price. In all cases, invoices shall reflect the purchase and discount prices applied and, where applicable by law, the fixed retail price.

Unless otherwise agreed, payment for the goods shall be made within the agreed period and manner as set out in the particular conditions of sale. Time for payment shall be of the essence. Any delay in payment shall give rise to statutory default interest and collection costs. No payment shall be deemed to have been received until Cambridge has received cleared funds.

The Customer shall make all payments in full without any deduction for set-off, counterclaim, deduction or withholding (unless required by law, in which case the Customer will provide the certificates of proof to Cambridge in accordance with the requirements and timelines prescribed under the applicable 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 Customer against any amount payable by Cambridge to the Customer.

Without limiting the exercise of any other rights under this Agreement, in the event of non-payment or late payment Cambridge reserves the right to withhold delivery of any Goods until full payment has been received, or take any necessary measures to protect its interest in the Goods.

Each party shall be liable according to law for its breaches and shall indemnify the other, except in cases of force majeure (including, but not limited to, labour disputes, lockouts and material shortages), provided that Cambridge shall not, to the maximum extent permitted by law, be liable for indirect or consequential damages, loss of profit, or amounts exceeding the purchase price of the affected Goods.

Subject to these terms Cambridge warrants that, upon delivery, the Goods shall be of satisfactory quality and free from defects as a result of faulty design, workmanship or materials. Otherwise, the Goods are sold 'as is' and any other warranty for the goods is excluded to the extent permitted by law. Any claim of defect must be made in writing to cs.iberia@cambridge.org stating the reason and the relevant titles. No claim will be accepted more than 5 days after the goods are received (except in the case of printing or binding defects), or after the corresponding credit note is issued in the case of a return.

Cambridge shall not be liable for defects if: the defect arises because the Customer failed to follow Cambridge’s oral or written instructions for the storage or use of the Goods, or (if there are none), good trade practice; the Customer alters or repairs such Goods without the written consent of Cambridge, or; the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.

Except as provided in this clause Cambridge shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty and Cambridge's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

Nothing in these Conditions shall operate to transfer or licence any Intellectual Property Rights between the Parties and all Cambridge’s Intellectual Property Rights in the Goods shall remain vested in Cambridge.

Cambridge may terminate the contract and/or any unreceived orders without prior notice if: the Customer is in total or partial breach of its legal or contractual obligations; force majeure prevents either party from fulfilling its obligations for a period of 3 months or more; the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); obtaining a moratorium; being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); having a receiver appointed to any of its assets or ceasing to carry on business, or in connection with any analogous procedure in another jurisdiction; the Customer suspends, ceases or threatens to suspend or cease all or a substantial part of its business, or; the Customer's financial position deteriorates to such an extent that in Cambridge's opinion the Customer's capability to adequately fulfil its obligations under the Contract is in jeopardy.

On termination of the Contract for any reason the Customer shall immediately pay to Cambridge all of Cambridge's outstanding unpaid invoices and interest. Termination of the Contract shall not affect any of the Parties' rights, remedies, obligations and liabilities that arose before termination. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.

Both parties will comply with all applicable privacy and data protection legislation, including (i) the Data Protection Act 2018 (UK); and (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR).

The Customer will ensure that it has all necessary consents and notices in place to enable the lawful transfer of any personal data to Cambridge for the duration and purposes of the Contract.

The Customer understands that Cambridge acts in accordance with the Bribery Act 2010 (UK); the Criminal Finances Act 2017 (UK); and the Modern Slavery Act 2015 (UK) and local anti-bribery, tax evasion, and modern slavery laws in other jurisdictions (“the Acts”). Customer undertakes to ensure that it, its employees, agents, representatives or subcontractors, while performing duties or acting on its behalf, will comply with the Acts; and will immediately report to Cambridge any known or suspected violation of the Acts.

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes and claims) shall be governed by English law and subject to the exclusive jurisdiction of the English courts.

Language - This Contract is drafted in the English language. If these terms are translated into any other language, the English language text shall prevail.

Variation - No variation to the Contract shall be effective unless it is in writing and signed by the Parties.

Assignment - Cambridge may at any time assign or subcontract any of its rights or obligations under the Contract. The Customer may not assign any of its rights or obligations under the Contract without the prior written consent of Cambridge.

Severance - If a court finds part of the Contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Waiver - No failure by either Party in exercising any right, power or remedy shall operate as a waiver of it.

Third Parties - A person who is not a party to the Contract shall not have any rights to enforce its terms.