Promotion

Sign up for our newsletter to get 20% off sitewide!

Go to Hachette Book Group home

Search

Site Preferences

Show prices in:

By clicking “Accept,” you agree to the use of cookies and similar technologies on your device as set forth in our Cookie Policy and our Privacy Policy. Please note that certain cookies are essential for this website to function properly and do not require user consent to be deployed.

HBG Distribution Terms and Conditions – Sales to Account

TERMS AND CONDITIONS FOR SALES TO ACCOUNTS

These terms and conditions (the “Terms and Conditions”) together with the applicable purchase order (the “Purchase Order”) comprise the “Agreement” between the account listed on the Purchase Order (the “Account”) and Hachette Book Group, Inc. (“Hachette”) for the Account’s purchase of the product(s) set forth on the Purchase Order (the “Product(s)”). These Terms and Conditions apply only to the supply of Products to an Account. Sales made directly to consumers are governed by the terms set forth on Hachette’s eCommerce Order Support website.

A. ORDERS

1. The quantity of the Product(s) will be as set out in the Purchase Order.

2. Hachette reserves the immediate right, at any time, without prejudice to any other remedy, to terminate the Agreement, to cancel any uncompleted order, or to suspend delivery of the Product(s) in the event that any amounts payable by the Account to Hachette under the Agreement are overdue or there is any breach by the Account of the Agreement, or for any other reason, which, in the good faith opinion of Hachette, justifies such action.

3. Hachette reserves the right to cancel any order placed by the Account where Hachette is unable to fulfill the order in whole or in part.

4. No order placed by an Account will be deemed to be accepted by Hachette until the order is confirmed in writing by Hachette.

5. The Account will not sell or make available to the general public or any third party any Product(s) before the publication date of such Product(s) unless authorized specifically in writing by Hachette. Where the Account is a wholesaler, it will use its best efforts to procure that retailers to which it has made available any Product(s) prior to the publication date do not sell or make available to the general public such Product(s) prior to the publication date. The Account will indemnify, defend, and hold harmless Hachette, its parent, its subsidiaries, and its affiliates from and against any liabilities, damages, losses, fees, expenses, and costs resulting from any third-party claim, demand, action, suit, or proceeding (each, a “Claim”) arising out of or related to the Account’s sale or making available to the general public any Product(s) before the publication date of such Product(s).

B. DELIVERY, RISK, AND TITLE

1. The shipment minimum for orders placed under the Agreement is U.S. $75.00 based on invoice value (exclusive of tax). All publishers and formats combine to meet the shipment minimum. Unless otherwise determined by Hachette, all Product(s) will ship free freight if the shipment minimum is met. Hachette will determine the carrier and routing of the Product(s). Shipments that do not meet the shipment minimum will be held and combined with other orders until the shipment minimum is met. The Account may set a deadline for Hachette to either cancel a shipment or ship the Product(s) with a freight charge if the shipment minimum is still unmet by a date of the Account’s choosing at the time the Account places the Purchase Order.

2. Product(s) will be delivered to the delivery address specified by the Account on the Purchase Order or in its other communications to Hachette. Any delivery dates given by Hachette are estimates only. If no delivery dates are specified, delivery will be within a reasonable time.

3. Unless otherwise agreed between Hachette and the Account, the risk of loss and/or damage (but not title) to Product(s) will pass to the Account at the time of delivery, whether expressly or by implication, and Hachette will not be liable for the Product(s) after such delivery.

4. Hachette will not be liable for any losses incurred because of or in connection with any delay in the delivery of the Product(s), nor will any delay entitle the Account to terminate or rescind the Agreement. Any liability of Hachette for non-delivery of the Product(s) will be limited to replacing the Product(s) within a reasonable time or crediting the Account the pro rata price (as determined in accordance with the Agreement) for the non-delivered Product(s).

C. RETURNS

1. If the Account is allowed to make returns, returned Product(s) will not be credited against the Account’s invoice or account unless they are in whole and saleable condition and are accompanied by a printed packing list stating quantities, titles, and ISBNs of the returned Product(s). Deductions for anticipated returns will not be honored. All eligible returns will be credited at the same price and discount at which the Product(s) were most recently purchased from Hachette.

2. Any Product declared out of print will be announced through Hachette’s ONIX feed. Returns of such Product(s) will be accepted up to one hundred eighty (180) days from the out-of-print date.

3. Returns of Product(s) not eligible for credit or not published by Hachette or its distribution clients will either be destroyed or returned to the Account at the Account’s expense. Any other unauthorized returns that are sent to Hachette will be subject to a fifteen percent (15%) retail value restocking fee. Under no circumstances will Hachette be responsible for the storage or return of other publishers’ products that are sent to Hachette in error.

4. Freight costs for eligible returns are solely the responsibility of the Account and collect shipments will be refused. Hachette is not liable for any returns lost in transit. If the Account is allowed to make returns, returns remain the responsibility and property of the Account until the returned Product(s) are received at Hachette’s warehouse. The Account is liable for any shortages in or damage to Product(s) during transit.

D. PRICE AND PAYMENT

1. The price and currency for the Product(s) and any applicable discount, special deal, credit, or other such terms applicable to the purchase of the Product(s) by the Account will be as agreed between the Account and Hachette in writing. The Account will be responsible for tax on the Product(s) if the Account has not filed a valid tax exemption certificate with Hachette prior to purchase. Hachette reserves the right to charge the Account any extra or increased costs incurred by Hachette in meeting any specific order requirement.

2. Unless otherwise agreed between the Account and Hachette in writing, payment terms for the Product(s) will be net ninety (90) days from the end of the month based on the invoice date. The Account will make all payments due under the Agreement in full without any deduction, whether by way of set-off, counterclaim, discount, abatement, or otherwise. Notwithstanding any other provision of the Agreement, all amounts payable by the Account to Hachette under the Agreement will become due immediately on termination or expiration of the Agreement.

3. In the event of non-payment, the Account is responsible for any applicable late fees, finance charges, collection fees, and/or legal fees. Hachette reserves the right to charge interest at the rate of the lesser of (a) one and one-half percent (1.5%) per month or (b) the highest rate permitted by applicable law on overdue amounts accruing from the date payment is due until the date that payment is received by Hachette.

E. LIABILITY

1. Hachette does not make any representation or warranty (a) as to the quality of the Product(s) or their fitness for purpose, (b) that the Product(s) are not defamatory, injurious, obscene, unlawful, or in breach of copyright, or (c) in any other manner whatsoever in connection with the Agreement.

2. Hachette will not be liable to the Account for any claim (whether arising in contract, tort (including negligence), or otherwise) under or in connection with the Agreement for:

(a) any loss of profit, revenue, anticipated savings, business, or contract; and

(b) any special, indirect, or consequential loss.

3. Hachette will not, in any circumstances, be liable to the Account or any successor of the Account in respect of any losses incurred by the Account because of or in connection with Hachette’s supply of the Product(s) to the Account or any such successor.

4. Hachette’s total aggregate liability arising out of or in connection with the Agreement, whether for breach of contract, tort (including negligence), or otherwise, will not exceed the replacement value of the Product(s).

5. All other representations, warranties, undertakings, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

6. The Account will indemnify, defend, and hold harmless Hachette, its parent, its subsidiaries, and its affiliates from any Claims arising directly or indirectly out of any breach, alleged breach, non-performance, or non-observance by the Account of any of the terms of the Agreement. The Account may not settle any Claim without Hachette’s prior written consent (not to be unreasonably withheld).

F. CLAIMS FOR DAMAGE

Any claims involving a shipment of Product(s) must be notified to Hachette within sixty (60) days of the date of delivery. On no account will claims be considered if notified outside this period. The Account must afford Hachette or its agents a reasonable opportunity to verify any shortage and/or inspect any damaged Product(s) as delivered.

G. INTELLECTUAL PROPERTY

For the avoidance of doubt, the Account does not have and will not have any right, title, or interest in any trademarks, trade names, logos, and/or copyrighted material belonging to Hachette.

H. TERMINATION

1. Either party may, without liability to the other party, terminate the Agreement by giving notice in writing to the other party at any time if:

(a) the other party is unable to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or

(b) the other party ceases, or threatens to cease, to carry on business.

2. Hachette may terminate the Agreement if the Account materially breaches any term of the Agreement, and the Account does not cure such breach within fifteen (15) days of receiving written notice of such breach from Hachette.

3. The termination of the Agreement will not affect any rights or obligations of the parties arising prior to such termination.

I. GENERAL

1. All communications relating to the Agreement will be in writing and delivered by hand or sent by post, facsimile, or electronic mail:

(a) in the case of communications to Hachette, to its registered office or such other address as notified by Hachette; or

(b) in the case of communications to the Account, to the registered office or such other address set out in any document forming part of the Agreement or as notified to Hachette by the Account.

2. The Account may not assign the Agreement without Hachette’s prior written consent.

3. Hachette will not be liable for any default or delay in the performance of its obligations under the Agreement to the extent such default or delay is caused by circumstances and events beyond Hachette’s reasonable control.

4. The Account acknowledges and agrees that the Agreement and any business, operational, financial, or sensitive information disclosed to the Account pursuant to the Agreement is confidential and will not disclose such confidential information to any third party without Hachette’s prior written consent.

5. If all or any provision in the Agreement is or becomes illegal, invalid, or unenforceable in any respect, then the remainder of such provision and/or all other provisions will remain valid and enforceable, and the remaining liabilities of the parties will not be affected or impaired.

6. A failure by Hachette to enforce any term of the Agreement will not constitute a waiver by Hachette of such term or any other term in the Agreement.

7. Nothing in the Agreement creates or will create a partnership, agency, joint venture, or employment relationship between the Account and Hachette.

8. The Agreement is and will be governed by the laws of the State of New York, and the courts of New York County, New York will be the exclusive jurisdiction and venue for any disputes or actions arising out of or relating to the Agreement.

9. The Agreement contains the entire understanding between the parties and supersedes any previous oral or written representations, warranties, or agreements with respect to the subject matter hereof. By ordering any Product(s), the Account acknowledges and agrees to these Terms and Conditions. No amendment or waiver of any term of these Terms and Conditions will be binding unless set forth in writing and signed by both parties. Any terms or conditions contained in any Purchase Orders, memos, letters, or other documents provided by the Account to Hachette will not be binding on Hachette unless Hachette has agreed to such terms or conditions in writing. If there is a conflict between the terms or conditions of any Purchase Order provided by the Account to Hachette and these Terms and Conditions, these Terms and Conditions will prevail.