Terms and Conditions The following terms and conditions apply to all orders for the sale of goods to trade and non-trade customers received by Context Bookshop a division of Context Products Ltd [Context]. All orders are subject to these terms and conditions unless otherwise agreed in writing and signed by an authorised representative of Context. These terms and conditions, and any documents referred to in these terms and conditions: Constitute the entire agreement and understanding of the parties; and Supersede any previous agreement, correspondence or discussions between Context and the customer. Save as agreed in accordance with these terms and conditions, customers' terms of purchase will not apply. The terms are divided into core terms which apply to both trade and non-trade customers and additional terms which apply to trade customers (ie non-consumers) only. A. The following terms apply generally to all customers Orders 1. No order submitted to Context shall be deemed to be accepted by Context unless and until confirmed in writing (by invoice or otherwise) by Context. 2. By placing an order the customer acknowledges receipt of and agrees to be bound by these terms and conditions. All goods are supplied by Context unless the relevant invoice expressly states otherwise. 3. All books are sold subject to the condition that they shall not, by way of trade or otherwise, be lent, re-sold, hired out or otherwise circulated without prior consent in any form of binding or cover than that in which it is published and without a condition to the same effect as this condition being imposed on the subsequent purchase. Prices and payment 4. The price of goods is the published price as shown on the invoice less such discount (if any) shown on the invoice. The price is exclusive of any applicable value added or other tax or bank charges which the customer shall be additionally liable to pay to Context as shown on the invoice. 5. No settlement discounts or other deductions may be made against amounts due on our invoices or statement. 6. Goods are supplied subject to the credit terms and credit limit separately agreed between the customer and Context, as in force at the date of invoice. Context reserves the right to exercise complete discretion in respect of credit facilities, which may be withdrawn without notice. 7. Payment shall be in cash, cheque or credit card - Visa, American Express or Mastercard - in sterling. 8. All proforma invoices are subject to the order being accepted and to the availability of the goods. Proformas shall lapse 90 days after issue for the UK and Eire and after 90 days for overseas customers unless otherwise agreed in writing. 9. If the customer fails to make any payment on the due date then, without prejudice to any right or remedy available to Context, Context shall be entitled to charge the customer interest on the amount unpaid: i. (if non-trade customer) at the rate of 3% per annum above the National Westminster Banc plc base rate in force from time to time on a daily basis from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same); or ii. (if trade customer) at the statutory rate together with a fixed sum by way of compensation for late payment each in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on a daily basis from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same). 10. Costs incurred by Context in the recovery of debt shall be payable by the customer. 11. Context reserves the right to withhold (without prior notice if, at Context's sole discretion, immediate action is necessary) further supplies in the event of amounts payable being overdue, breach of any of the conditions of this agreement, or any other reason which, at Context's discretion, warrants such action. Risk and Title 12. Risk of damage or loss of any particular goods supplied by Context to customers in the UK and Eire will pass to the customer on delivery of those goods, or, if the customer fails to take delivery of those goods, the time when those goods are tendered for delivery. In the case of overseas sales, the risk will pass to the customer when the goods are delivered to the customer's specified shipper, or, in the case of goods sent by a shipper selected by Context, where the goods are delivered to an agreed delivery address. 13. Title and property in any goods, including full legal and beneficial ownership, shall not pass to the customer until Context has received full payment (in cash or cleared funds) for all goods delivered to the customer under this and all other contracts between the customer and Context. Full payment of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the customer and Context. Delivery 14. Delivery of goods is at the customer's expense and liability, unless otherwise agreed in writing by Context, delivery charges being invoiced at the same time or separately to the invoice of the goods. 15. Any dates for delivery of goods are approximate only and Context shall not be liable for any delay in delivery of any goods howsoever caused. Returns 16. Goods are not supplied on a sale or return basis unless authorised in writing by Context. 17. Books will not be accepted for return unless previously authorised in writing by Context. 18. Carriage and packing of books returned to Context is at the customer's expense and liability. 19. Context cannot accept any responsibility for unauthorised returns or for returns of books not supplied by Context. 20. All returns should be shipped by a carrier who can provide proof of delivery. Context is not liable for any returns lost in transit. Returns remain the property of the customer until received by Context. Queries or claims 21. Any claim for credit or replacement goods must be received in writing at the Context address shown on the invoice within 14 days of the date of delivery to the customer within the UK or within 28 days of the date of delivery of goods to a customer outside the United Kingdom (except in the case where the claim is for non-delivery, in which case the time limit will run from the date of invoice). Otherwise Context shall have no liability in respect of such claim and the customer will be bound to pay the price as if the goods had been delivered in accordance with the agreement. Shortages and damages 22. The customer shall inspect the goods within 14 days of delivery and, unless written notification is given to Context within this time of any faults or shortages revealed Context shall have no liability for such faults or shortages and payment will be due in full. 23. Subject to the customer complying with 22 above, Context will replace from stock such goods as are agreed to be faulty and will forward any books found to be missing from the delivery if possible from current stock. 24. If replacement cannot be made from stock, Context may issue a credit note for the invoiced value of such stock. Liability 25. Subject to condition 26 the total liability of Context to the customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss or damage, costs or expenses arising under or connection with these terms and conditions shall not exceed: i. 100% of the amount payable by the customer to Context under these terms and conditions in respect of the order giving rise to liability; or ii. if this limitation is adjudged to be unreasonable in the circumstances, the limit of Context's liability shall be increased to the amount that Context can recover from its insurers for direct loss. 26. Context shall not be liable to the customer whether in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, revenue, use, anticipated savings, goodwill, reputation or opportunity, financial or other economic loss or any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising from of or in connection with the terms and conditions. For the avoidance of doubt: i. Context shall not be liable for any delay or failure to perform its obligations under the agreement if any delay or failure was due to any cause beyond Context's reasonable control. ii.Context shall not be liable for any loss suffered by the customer arising from the failure of Context to fulfil its obligations where such failure is due to events outwith the control of Context 27. Where the goods are sold to a consumer, the consumer's statutory rights are not affected by these terms and conditions. Insolvency 28. Any agreement for the supply and sale of goods on these terms and conditions shall terminate immediately if any order is made for the customer's bankruptcy, if the customer makes any composition arrangement with its creditors, becomes subject to an administration order, goes into liquidation (other than for the purposes of amalgamation or reconstruction), if an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer, or if the customer, being a trade customer, ceases or threatens to cease to carry on business, or if Context believes and of these events is about to occur. If the goods have been delivered but not paid for the price shall become immediately due and payable. Libel 29. Context reserves the right (without notice if, at Context's sole discretion, immediate action is necessary) to terminate supply or orders of, or (in cases where the order has been despatched) reclaim title and property in, any book which is (or in Context's reasonable opinion may become) the subject of a libel action or any similar reason. Context's disclaims all responsibility for the continuing sale of any publication which Context has asked to have withdrawn. General 30. The agreement for the supply of goods shall be governed by the laws of England and these terms and conditions will be interpreted in accordance with these laws. 31. If any provision of these terms and conditions is held for any reason to be ineffective or unenforceable this shall not affect the validity or enforceability of the other provisions of these terms and conditions. 32. No waiver by Context of any breach of the agreement by the customer will be treated as a waiver of any subsequent breach of the same or any other provision. 33. Variations to these terms and conditions will only be effective if in writing and signed by an authorised representative of Context and the customer. B. The following conditions apply to trade customers only. For the avoidance of doubt, in the event of any conflict between the terms and conditions above and those which apply to trade customer only, the provisions below shall prevail. Cancellation 1. No order which has been accepted by Context may be cancelled by the customer except with the prior written agreement of Context. Payment 2. In the case of trade customers with agreed credit accounts, payment for goods supplied must be received by Context before the end of the month following the month of invoice unless agreed in writing between Context and the customer, or as may be otherwise stated on the invoice. Time of payment shall be of the essence of the agreement. 3. Orders from trade customers who do not have an agreed credit account will normally only be accepted against prepayment in full. 4. If Context does not receive (in cash or cleared funds) payment in full of the price of any particular goods, it shall have the right at any time until it receives such payment in full, to retake possession of those goods or, if those goods are no longer in the customer's possession, any other goods supplied by Context up to the same value of those goods and to enter any of the customer's premises at any time during normal working hours in order to do so. Context Bookshop.com is the website of Context Products Ltd (Registered in England). Our registered address is Context Products Ltd 53 Mill Street Packington Ashby de la Zouch Leicestershire LE65 1WN Our GB Company Number is 4236881 Our VAT Number is 776333507 Should you have any further queries regarding our policies, company or products please email admin@contextproducts.co.uk or Tel 01530411337 | 
