Terms and Conditions
STANDARD TERMS AND CONDITIONS OF THE SUPPLY OF CALLAN METHOD TEACHING MATERIALS
1. Definitions
Wherever used in these Conditions, the following terms shall have the following meanings:
1.1 ‘Party’ or ‘Parties’ – ‘Supplier’ and ‘Purchaser’ separately and/or collectively according to the context;
1.2 ‘Conditions’ means the Standard Terms and Conditions of Supply as set out in this document and includes any special terms and conditions agreed in writing between the Supplier and Purchaser.
1.3 Callan Materials’ means Callan Method Books, as well as additional materials, audio/video materials, which are printed/published compliant with all copyrights and the distribution of which in South Caucasus (Georgia, Armenia, and Azerbaijan) is Supplier’s exclusive right.
1.4 ‘Callan Materials’ Price’ means set price of Handbook which the Purchaser will pay to the Supplier.
1.5 ‘Supply time’ means the period of time determined by these Conditions within which the supplier is bound to supply handbooks to Purchaser.
1.6 ‘Supply Place’ means where supply should take place.
2. Subject of Terms and Conditions
2.1 ‘Supplier’ is a legal entity established under Georgian legislation, which in accordance with concluded agreement with ‘Callan Publishing Ltd.’ has the exclusive right to distribution of Callan Materials in South Caucasus (Georgia, Armenia and Azerbaijan) to those who wish to teach English by means of the Callan Method.
2.2 In terms of the authority mentioned in the Article 2.1 of these Conditions Supplier supplies, while Purchaser purchases Callan Materials from the Supplier with the intention of teaching by means of the Callan Method.
3. Price and Terms of Payment
3.1 Purchaser is bound to pay the Supplier Callan Materials’ cost which is determined by and outlined in Supplier’s price list.
3.2 Imbursement between parties can be made in cash or in non-cash. In case of a non-cash payment, the transfer should be made to Supplier’s bank account stated in this Conditions.
3.3 Supplier confirms and guarantees that all teaching books, additional materials and audio/video materials mentioned in the Article 3.1 are officially permitted by ‘Callan Publishing Ltd’ and are published in accordance with copyrights.
3.4 Supply place is the address indicated by purchaser’.
3.5 Supplier shall execute supply of products within 5 business days for customers in Georgia and within 10 business days for customers in Azerbaijan and Armenia, subsequent to the receipt of payment for Callan Materials.
4. Statements and guarantees of parties, terms of cooperation
4.1 Parties confirm and guarantee that they shall cooperate with each other in order to accomplish the terms of these Condiotions and protect interests of parties.
4.2 Supplier undertakes the obligation hereto and confirms that in accordance with these Conditions shall supply Purchaser with Callan Materials on a fixed date and without delay.
4.3 Consistent with cooperation boundaries Supplier undertakes the obligation to notify Purchaser about any news and promotions regarding the Callan Materials within the reasonable time frame in an attempt to facilitate Purchaser to utilize the abovementioned promotions.
4.4 in accordance with these Conditions Purchaser undertakes the responsibility and confirms that shall only use Callan Materials supplied by Supplier when delivering English lessons by means of the Callan Method at its educational institution (school), and shall provide each student with Callan Materials purchased from Supplier.
4.5 Purchaser confirms and guarantees that shall not tolerate (execute) printing or copying handbooks or any other types of infringement, neither shall Purchaser tolerate (execute) any allotment or unauthorized utilization of Callan Materials by itself or by means of third parties.
4.6 Within the cooperation of parties’ Purchaser undertakes the responsibility and guarantees that shall admit Supplier’s representative to the school’s territory at any time during the study process and shall allow Supplier’s representative accompanied by Purchaser’s representative to have a conversation with students to assure that terms of Articles 4.4-5.5 are implemented by Purchaser in accord with these Conditions.
5. Responsibility
5.1 In case of not fulfilling or default of obligations parties shall be liable under the Georgian Legislation.
5.2 If Purchaser breaches statements and warranties set in the Articles 4.4 -4.5 of these Conditions, namely printing or copying Callan Materials or any other types of infringement, or allotment or unauthorized utilization of handbooks by itself or by means of third parties, Purchaser shall be liable to reinstate damages in full caused to ‘Callan Publishing Ltd’ (through Supplier) by aforesaid actions, in addition to unearned income or provide ‘Callan Publishing Ltd’ (through Supplier) with all the income obtained through performing these actions by itself or by means of third parties.
5.3 In accord with the Article 5.2 of these Conditions Supplier shall be plenipotentiary to exploit all rights that will be determined upon the time of breach under Georgian legislation to facilitate defense of copyrights.
6. Final Provisions
6.1 This Conditions cannot be added to, altered, changed, modified or amended in any respect except by a writing duly executed by the parties hereto.
6.2 Any notice, request, under these Conditions shall be effective only if it is in writing and personally delivered, sent by certified or registered mail, faxed or by other means of communication.
6.3 If a provision of these Conditions is or becomes invalid this will not affect the validity of the remaining provisions of this Agreement.
6.3 These Conditions are governed by and construed in accordance with the Laws of Georgia. Any dispute, controversy or claim arising out of or relating to these Conditions, or the breach, termination or invalidity thereof, shall be settled by a court.