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TERMS & CONDITIONS OF BUSINESS
In these conditions unless the context requires otherwise: 'Conditions' means these terms and conditions; 'Confirmation' means the email or other confirmation we may send to indicate acceptance of your Order; 'Order' means each order for Items made by you; 'Items' means the articles (including any Precedent Items) which you agree to buy from us the quantity and description of which is agreed at the time of each Order; 'License' means the license defined in Clause 7.1 below; 'Precedent Order' means each order for Precedent Items made by you; 'Precedent Items' means the precedent articles which you buy from us the quantity and description of which is agreed at the time of each Order; 'we', 'our' and 'us' means the Law Society of England and Wales; and 'you', 'your' means the person or firm named on the delivery note.
2. THESE CONDITIONS
2.1 These Conditions shall apply to and be deemed to be incorporated into all Orders to the exclusion of any terms or conditions contained or referred to in any documents proffered by you or implied by trade custom, practice or course of dealing unless specifically agreed to in writing by us. Our sending a Confirmation to you indicates acceptance of an Order, or any other conduct consistent with acceptance of an Order including, without limitation, the acceptance or deemed acceptance of Items and the placing of further Orders, shall constitute acceptance by you of these Conditions. These Conditions shall apply to the exclusion of any terms and conditions of contract imposed or sought to be imposed by you at any time and any conditions attached to any Order or otherwise subject to which an Order is accepted.
2.2 These Conditions shall be construed in accordance with the laws of England and you and we hereby submit to the exclusive jurisdiction of the English courts.
2.3 We reserve the right to make changes to these Conditions at any time and you will be subject to the Conditions in force at the time you place an Order. If any term of these Conditions is deemed unenforceable for any reason that term shall be severed and shall not affect the validity of the remaining terms of these Conditions.
3. ORDERS AND PAYMENT
3.1 All Orders are subject to our acceptance and a contract shall not come into force until such time as we accept an Order in accordance with clause 2.1. We shall arrange for each Order to be delivered to the delivery address agreed at the time the Order is made. You shall make all the necessary arrangements to take delivery of the Order whenever it is tendered for delivery.
3.2 The price for the Items and the associated delivery charge (the 'Price') is set out on the delivery note or in the Confirmation and, for future Orders, in our catalogue or website (as amended from time to time) and unless indicated otherwise is expressed exclusive of any applicable VAT.
3.3 If you do not have a credit account with us, payment of the Price and the associated delivery charges is to be made in full by credit charge or debit card at the time your Order is confirmed by us. You shall ensure that all details you provide to us for the purpose of purchasing Items from us are correct, that the credit charge or debit card which you use is your own and that there are sufficient funds or credit facilities to cover the full cost of all Items ordered including any delivery charge. We reserve the right to obtain validation of your credit charge or debit card details before confirming your Order.
3.4 If you have a credit account with us, you shall pay the Price within the number of days stipulated on the delivery note (calculated from the date set out on the delivery note) or as agreed as part of our credit terms with you. We reserve the right to demand immediate payment of your credit account.
3.5 If you maintain a credit account with us we shall issue you with a monthly statement in respect of all orders received in the preceding month. In the event that you have a query with the monthly statement you must inform us within 14 days of receipt of the statement and provide details of the disagreement which we will attempt to resolve. We may withhold further supplies in the event that amounts payable are overdue.
3.6 All unavailable Items will be marked as 'unavailable' and will follow when we are in stock unless marked as cancelled. In accordance with the Distance Selling Regulations, you are entitled to cancel any part of an Order up to seven days after placing the Order and you may instruct us not to record any Item that is unavailable at the time of placing the Order. This instruction will be implemented unless you countermand the instruction for any particular Order. We may at our discretion elect not to record items that are unavailable. All unavailable titles will be noted as cancelled.
3.7 We reserve the right to levy small order charges or refuse Orders that are below our minimum order value in force at the time of receipt of the Order. Details of any Order charge will be provided before your Order is completed.
4. WARRANTIES AND LIABILITY
4.1 We shall not be liable to you for late delivery or for Items being unavailable.
4.2 Our total aggregate liability to you in respect of all causes of action arising out of or in connection with these Conditions and any Orders or items (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall not exceed the Price for the relevant Orders. We shall be under no liability to you for any loss of profit or indirect loss or damage. We shall not be liable to you for any breach of these Conditions or any Order which arises from a matter that is beyond our reasonable control.
4.3 Nothing in these Conditions or any Order shall affect your statutory rights if you are a consumer or limit or exclude our liability: (i) for death or personal injury resulting from negligence; (ii) for fraud or fraudulent misrepresentation; (iii) for damage suffered by the other party as a result of any breach by the other party of the conditions as to title and quiet enjoyment implied by English law; (iv) for damage for which are liable under Part 1 of the Consumer Protection Act 1987; or (v) for any other liability the exclusion or limitation of which is not permitted by English law.
4.4 All terms, conditions and warranties which would otherwise be imported into these Conditions by law are excluded to the maximum extent permitted by law.
4.5 Complaints regarding any Orders may be addressed to our selling agent, Promotional Logistics Limited 'Prolog' at Prolog House, Milner Road, Sudbury, Suffolk CO10 2XG.
5. ACCEPTANCE AND RETURNS
5.1 You shall be deemed to have accepted the Items 72 hours after delivery to you. Where you can demonstrate that the Item(s) were delivered in a damaged condition, our liability shall be limited to the supply of replacement Item(s) or (at our option) a refund of the Price. Any claim for damaged Items or for shortage of Items must be notified in writing to us within seven days of receipt of the Items and, we shall otherwise have no liability to you.
5.2 If you are a consumer then you shall be entitled to return undamaged Items to us for any reason within 28 days of receipt by you for a full refund. You may exercise this right by notifying us or Prolog at the e-mail or postal address specified on the delivery note. We may arrange to collect the Items from you at your premises but we shall be entitled to make a charge for so doing. As an alternative, you may return the Items to us at your expense.
5.3 If you are not a consumer then you may only return undamaged Items to us with our authorisation. You should be aware that we do not normally accept returns of old editions more than three months after a new edition is released.
5.4 Subscribers to newspapers, periodicals and magazines may cancel their subscription within 14 days of placing their order (i.e. from the date the order is received at Prolog). No refunds will be issued once the 14 days have elapsed. You may exercise this right by notifying us or Prolog at the e-mail or postal address specified on the delivery note. We may arrange to collect the Items from you at your premises but we shall be entitled to make a charge for so doing. As an alternative, you may return the Items to us at your expense.
6. TITLE AND RISK
6.1 The Items shall be at your risk as from delivery to the delivery address agreed that the time the Order was made or to your appointed shippers, whichever occurs first. Orders to be delivered outside the United Kingdom shall be effected FOB (Incoterms 2000) to the extent not inconsistent with these Conditions.
6.2 In spite of delivery having been made, the property in any of the Items supplied by us shall not pass from us to you until: (a) you have paid the relevant Price in full; and (b) no other sums whatever shall be overdue in you accounts with us.
6.3 You shall insure and keep the Items delivered to you insured to their full price against all risks until the date when the property in the Items passes to you.
7.1 Should you make an Order for Precedent Items, you (and in cases where you are a firm, up to 25 persons within the firm however constituted) are granted a non-exclusive and non-transferable license on the terms and a conditions within this clause 7 to use the Precedent Items for the purpose of preparing legal documents for particular clients, in hard copy and/or electronic form, and for no other purpose (License).
7.2 You may copy Precedent Items on to a hard drive and make one security copy on disc.
7.3 You will not do any of the following, which for the avoidance of doubt are expressly excluded from the License:a. Disseminate or make available the Precedent Items to any third party, save to particular clients in strict accordance with the License
b. Reproduce the Precedent Items, save in strict accordance with the License, or as otherwise expressly permitted under these License Conditions
c. Store Precedent Items in electronic form for use by any third party
d. Use Precedent Items for any commercial purpose, other than the preparation of legal documents for particular clients in the normal course of legal practice and in strict accordance with the License.
7.4 Notwithstanding anything within these Conditions to the contrary, nothing herein (express or implied) shall give to you any ownership rights in respect of any intellectual property in any Precedent Items, and you acknowledge that you shall not acquire any such rights.
7.5 Any rights not expressly granted in the License are reserved.
7.6 Precedent Items are intended as a guide, and to be adapted to particular factual situations. You should ensure that Precedent Items are up-to-date and legally accurate. Whist all reasonable care has been taken in the preparation of Precedent Items, we can accept no responsibility for any loss occasioned to any person acting or refraining from action as a result of relying upon them. You use Precedent items entirely at your own risk.
7.7 You will not remove, obscure or amend any copyright notice on Precedent Items.
7.8 You shall promptly notify us in confidence should you become aware of any unlawful use of Precedent Items.
7.9 Should we become aware or have reasonable grounds to believe that you or your business or employees are using Precedent Items in breach of the License, we may terminate the License immediately upon written notice, and you will promptly return (or at our request destroy and/or delete) all copies of all Precedent Items in your custody and control.
Barclays Bank PLC, Level 28, One Churchill Place, London, E14 5HP
Account number: 10118680
Sort code: 20-32-29
Cheques and Postal Orders should be crossed a/c payee only.
Paid in sterling and made payable to THE LAW SOCIETY
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