1.1 In these
terms and conditions, the following words have the following meanings:
Computer Bookshops Ltd;
any person to whom the Company supplies or sells Products;
any CDs, DVDs and other electronic and/or digital media supplied by
the Company to the Customer and the Online Services;
the person actually using the Electronic Products (whether or not the
an end user licence agreement to be entered into between the End User
and the owner of the rights in the Electronic Products;
any and all tangible products which the Company sells to the Customer,
including but not limited to any computer and business books,
Electronic Products (excluding Online Services) and associated
actions, awards, costs, claims, damages, losses (including without
limitation any direct or indirect consequential losses), demands,
expenses, loss of profits, loss of reputation, judgments, penalties
and proceedings and any other losses and/or liabilities;
any online training and other internet services provided by or sold by
the Company to the Customer;
any Goods and Electronic Products which the Company supplies to the
the Companyís relevant website.
2. Basis of Contract
Company shall sell and the Customer shall purchase the Products in
accordance with any order of the Customer which is accepted by the Company,
subject to these terms and conditions.
Company may modify these terms and conditions at any time (visit the Website
for the latest version). Placing
further orders for Products shall be deemed acceptance by the Customer of
terms and conditions shall govern the purchase and sale of the Products
except where varied by agreement in writing signed by a director of the
Company, to the exclusion of any other terms and conditions including any
terms or conditions in the Customer's order.
3.1 No order
will be deemed accepted by the Company until an order confirmation is sent
out by the Company or the order is fulfilled.
details of the Products on the Website are as accurate as possible. The Company will rectify any error as soon as it becomes aware of it.
Details and/or specifications for the Products are intended as a
3.3 The Company
shall have the right to refuse to accept any order for Products for any
delivery prices are available on the Website and from the Company on
delivery charges will apply to
the Customerís purchases of Online Services.
for non-delivery, damages or short delivery must be made in accordance with
Companyís policy from time to time. The
current policy is set out on the Website and is also available from the
Company on request.
4.4 Any dates quoted for delivery of the Products are approximate only
and the Company shall not be liable for any delay in the delivery of the
Products however caused. Time
for delivery shall not be of the essence unless previously agreed by the
parties in writing.
4.5 The Company may (in its absolute discretion) deliver the Products itself or
through a third party.
4.6 Delivery for Online Services will occur as and when the Company sends
subscription details to the Customer.
4.7 Delivery of Goods will be made to the address specified in the
Customerís order or as agreed from time to time with the Customer. Off loading will be at Customerís risk and expense.
5. Electronic Products
5.1 If the Customer
purchases Electronic Products from the Company:
Electronic Products may be provided by various organisations throughout
the world and, as such, may be subject to the third partyís
jurisdictionís export laws. The
Company may cancel the Customerís order for the Electronic Products if
it and/or the service provider is legally unable to supply the Electronic
Products to the Customer;
5.1.2 the Customer accepts that the Electronic Products are subject to the EULA;
5.1.3 in respect of
Online Services the End User will have a time limited subscription,
allowing it to access the Online Services at any time during the
respect of each subscription for Online Services, the Customer will be
allocated a user name and password for the named End User.
If not a reseller, the Customer:
undertakes that only the named End User will view and access the Online
Service and agrees it is responsible for all use of the Online Services by
anyone using that End User's details.
Customer agrees that it and the End User have no rights and/or interest in
the Electronic Products other than as set out in these terms and
conditions and/or the EULA;
5.1.6 the Customer
accepts that, as Online Services are provided via the internet, the
Company cannot guarantee continuous access and availability of Online
Services. The Company will try
and inform the Customer in advance of any planned downtime and will use
its reasonable endeavours to keep such downtime to a minimum. The Company makes no such commitment in respect of any emergency
downtime and/or downtime of the service provider who supplies Online
Services and on whose server Online Services are held;
5.1.7 the Customer
shall use its best endeavours to prevent unauthorised use, access,
duplication or alteration of Electronic Products and will advise the
Company on becoming aware of any such incident;
5.1.8 the Customer
(if not a reseller) must use the Electronic Products solely for its own
internal business use and must not assign, distribute, copy, publicly
display, transfer, rent,
timeshare and/or otherwise deal with the Customerís rights to be able to
access and use the Electronic Products and/or any of the content of the
Electronic Products (other than as permitted by the EULA). If the Customer is a reseller then it is permitted to resell the
Electronic Products on terms no less onerous than these terms and
5.1.9 the Customer must not modify, adapt, edit or otherwise create a
derivative work of the Electronic Products or remove or deface any
proprietary notice of the owner contained on and/or in the Electronic
5.1.10 the Customer must not reverse engineer, decompile or disassemble
the Electronic Products except to the extent such restriction is not
permitted by law;
issues and queries which arise in respect of access to and/or use of the
Electronic Products should initially be directed to the Company; and
5.1.12 provided that the Customer or End User has not accessed the Online
Services and activated its subscription, within a period up to 3 months
from the initial date of purchase the Company may (at its discretion)
agree to cancel the subscription and allow the Customer to exchange the
subscription for any other Goods offered for sale by the Company which
have an equivalent monetary value to the subscription.
6.1 Prices charged will be the price listed in the Companyís then
current price list and/or on the Website at the time of the Companyís
acceptance of the order for the Products unless otherwise agreed between the
Company and the Customer.
6.2 All prices are listed exclusive of VAT and any delivery charges
(where relevant). If the Company
discovers an error in the prices, it will inform the Customer as soon as
possible and give them the option of either continuing with the order for
the affected Products at the correct price or cancelling the affected
element of the order. Any monies
paid in advance for any such cancelled Products shall be refunded by the
6.3 Payment is due at the time the Customer places the order unless
otherwise agreed in writing with the Company. The Company will not dispatch
any orders until it receives payment in full and in cleared funds for that
6.4 The Company retains title in all Goods supplied until such time as
the Company has been paid for all Goods it has supplied to the Customer in
full and in cleared funds. The
Customer agrees to allow the Company access to its premises (and any third
partyís premises) where Goods in which title remains with the Company in
order for the Company to recover such Goods.
6.5 Interest will
be charged on all overdue amounts at 4% over Barclays Bank Plc base lending
rate from time to time in force (compounded with monthly rests) or the
maximum rate applicable by law, whichever is the greater amount.
6.6 Non-payment on the due date will entitle the Company to immediate
payment of all outstanding balances whether due or not and/or cancel and/or
to suspend all outstanding orders for that Customer.
6.7 The Company will have the right to suspend performance of its
obligations if it believes in its reasonable opinion that the Customer will
not make payment in accordance with this clause.
7.1 The Goods are sold on a `Sale or Exchangeí basis in accordance with the Companyís then current policy. The current policy is set out on the Website and is available from
the Company on request.
7.2 Any defects and/or faults in the Products must be notified to the
Company in accordance with the Companyís policy from time to time (the
current version of which is set out on the Website and is available from the
Company on request). Other than
for the provision of faulty or defective Online Services, the Company may
require the return of any faulty Goods before the Company provides a
replacement and/or a refund of the purchase price but will refund any
reasonable costs incurred by the Customer in returning the Goods if they
prove to be faulty.
7.3 The replacement
and/or refund of the purchase price is the Customerís sole remedy for the
supply of faulty Products.
8.1 Risk of damage or loss to the Goods shall pass to the Customer at the
time of the delivery to the agreed address , or if the Customer fails to
take delivery of the Goods, the time when the Company has tendered delivery
of the Goods.
9.Intellectual Property Rights
9.1 So far as the
Company is aware, the Products do not infringe any intellectual property
rights of any person, nor do they contain any material which is defamatory
or obscene. However, no warranty
or indemnity to this effect is provided by the Company.
10. Data Protection
10.1 In placing an order with the Company, the Customer will be asked to
provide certain personal information such as contact details and credit card
or other payment information. The
Company will comply with the requirements of all data protection legislation
in force in England and Wales from time to time (where applicable).
otherwise asked by the Customer not to, the Company will use the
Customerís personal data (as defined by data protection legislation) (i)
to process the Customerís account and order; (ii) to administer its
business; (iii) for the purposes of assessment and analysis (e.g. market,
customer and product analysis); and (iv) for informing the Customer of
products and/or services it may offer in the future which may be of
interest. The Company may
also disclose customer information to anyone to whom it transfers or may
transfer its business and/or its rights and duties under its contract with
the Customer or to the police or any other regulatory or government
authority where it is legally required to do so. Any objections to use the Customerís
personal data must be made to The
Company Secretary, Computer Bookshops Ltd, email: firstname.lastname@example.org.
11.1 All warranties, conditions or other terms implied by statute or
common law are excluded to the fullest extent permitted by law.
12.1 The Company
shall have no Liability to the Customer for any: (i) loss of profits and/or
damage to goodwill; (ii) pure economic and/or other similar losses; (iii)
special damages; (iv) aggravated, punitive and/or exemplary damages; (v)
consequential losses and/or indirect losses; (vi) loss and/or corruption of
data; and/or (vi) business interruption, loss of business, loss of
contracts, loss of opportunity and/or production.
12.2 The Company shall have no Liability to the Customer in connection
with any order which exceeds
the value of the relevant order but to the extent that any of the
Companyís Liability to the Customer would be met by any insurance of the
Company then the Companyís Liability shall be extended to the extent that
such Liability is actually met by such insurance.
12.3 Each of the limitations and/or exclusions in this Agreement shall be
deemed to be repeated and apply as a separate provision for each of: (i)
Liability in contract (including fundamental breach); (ii) Liability in tort
(including negligence); (iii) Liability for breach of statutory duty; and
(iv) Liability for breach of Common law and/or under any other legal basis
except that the clause above placing financial caps on the Companyís
Liability shall apply once in respect of all of the said types of Liability.
12.4 The Company does not warrant that the Customerís use of the
Electronic Products will be
uninterrupted and/or error free.
12.5 Nothing in these terms and conditions shall exclude or limit the
Companyís Liability for death or personal injury due to its negligence or
any liability which is due to its fraud or any other liability which it is
not permitted to exclude or limit as a matter of law.
13.1 Otherwise than
may be provided under the terms of the contract, either party may, by giving
written notice, terminate a contract for the supply of Products with
immediate effect if the other party:
13.1.1 fails to
make any payment when due;
13.1.2 commits a
material breach of any term of the contract (and where capable of remedy
such breach is not remedied within 30 days of the party receiving notice
requiring the breach to be remedied); and/or
13.1.3 is declared or becomes insolvent or bankrupt, has a moratorium
declared in respect of any of its indebtedness, enters into administration,
receivership, administrative receivership or liquidation or threatens to do
any of these things, takes or suffers any similar action in any jurisdiction
or any step is taken (including, without limitation, the making of an
application or the giving of any notice) by it or by any other person in
respect of any of these circumstances.
13.2 If any of the events set out in clause 13.1 above occur, the Company
may withhold delivery of any undelivered Products, stop any delivery of
Products in transit and all monies owed by the Customer to the Company shall
become due and owing.
14.1 The failure of either party in any one or more instances to insist on
strict performance of one or more of the terms of this Agreement or to
exercise any right or remedy under this Agreement or at law will not be
construed as a waiver of any subsequent breach of the same term, any breach
of any other term nor of the right to enforce another such right or remedy
or the same right or remedy arising on another occasion.
14.2 Except as
otherwise provided in these terms and conditions, the Customer may not sub
contract, assign, transfer, charge or deal in any other manner with any of
its rights and obligations under this contract without the prior written
consent of the Company.
14.3 No remedy
conferred by any term of this contract is intended to be exclusive of any
other remedy available under this contract or at law. Each and every remedy is cumulative and is in addition to each and
every other remedy available under this contract or existing at law (whether
in equity, by statute, at common law or otherwise).
14.4 If any provision of this contract is held by the parties or by any
court or competent authority to be illegal, invalid or unenforceable in
whole or in part under any enactment or rule of law, that provision will be
deemed to be deleted and not to form part of this contract and the
enforceability of the remainder of this contract will not be affected
thereby. If any provision of
this contract is so broad as to be held unenforceable, such provision will
be interpreted to be only so broad as is enforceable.
14.5 A person
who is not a party to this contract has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this contract, but this
does not affect any right or remedy of a third party which exists or is
available apart from that Act.
14.6 The Company shall have no liability for any delay in performance to
the extent that such delay is due to any event outside its reasonable
control including but not limited to acts of God, war, flood, fire, labour
disputes, subcontractor and supplier delays, strikes, lock-outs, riots,
civil commotion, malicious damage, explosion, governmental actions and any
other similar events. If the
Company is affected by any such event then time for performance shall be
extended for a period equal to the period that such event or events delayed
14.7 These terms and conditions and the Companyís order acceptance form
the entire agreement and understanding between the parties and supersede any
previous agreement, negotiations and discussions between the parties with
respect to the subject matter of this contract. Neither party relies upon any representation made by any other party
other than as expressly set out in this contract (except that no party seeks
to exclude its liability for fraudulent misrepresentation.
14.8 Any notice or other information required or authorised by this
contract to be given by either party to the other may be given by hand or
sent by registered post, courier, or facsimile transmission to the other
party at their registered office address or any other address notified by
one party to the other.
Company keeps copies of all contracts it enters into for a period of 6
14.10 This contract shall be governed by English Law and the parties hereby
submit to the exclusive jurisdiction of the English Courts.
14.11 All contracts for the sale of Products are placed with Computer
Bookshops Ltd England and Wales
under company number: 01386108) whose registered office is at
205 Formans Road, Sparkhill,
B11 3AX, United Kingdom. The Companyís VAT number is
GB378247908. All comments and
queries regarding the services should be directed to Customer Services,
Thieme.co.uk, 205 Formans Road, Sparkhill, Birmingham, B11 3AX;
email@example.com; Telephone +44 (0)121 702 2828.
Amended 30 Sept 2007.