1.       Definitions

In these Conditions of Sale: -

"the Act" means the Sale of Goods Act 1979

"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“the Buyer” means the person(s), firm or company to whom the Company sells or has agreed to sell the Goods;

"the Company" means Daler-Rowney Limited (company number 194555) Daler-Rowney House, Southern Industrial Area, Bracknell, Berkshire, RG12 8SS;

“the Conditions” means these Conditions of Sale as amended from time to time accordance with condition 2(e) [and any special terms agreed in writing by an authorised representative of the Company and the Buyer];

"the Contract" means any contract formed in accordance with condition 2(b) between the parties for the sale and purchase of the Goods, in accordance with the Conditions;

“the Goods” means every or any item which the Buyer buys or has agreed to buy from the Company in accordance with these Conditions; and

“Force Majeure” means circumstances beyond the reasonable control of the Company including, without limitation and without prejudice to the generality of the expression, acts of God, war or national emergency, acts of terrorism, protests, governmental actions and regulations, embargoes, labour disputes, shortages of goods or materials, restraints or delays affecting carriers, fire, explosion, flood, tempest or epidemic.

"the Order" means the Buyer's order for the Goods, as set out in the Buyer's purchase order form, the Buyer's written acceptance of the Company's quotation, or overleaf, as the case may be.

2.       Incorporation of Conditions

(a)      These Conditions shall apply to and be incorporated into the Contract and subject to any variation under condition 2(e), the Contract shall be subject to the Conditions to the exclusion of all other terms or conditions (including any terms or conditions of the Buyer written on any order form or otherwise, or which are implied by trade, custom, practice or dealing) which shall not form part of the Contract. If the Conditions differ in any respect from any other terms or conditions of the Buyer, the Conditions do not constitute an acceptance of the Buyer's offer or order but a counter-offer.

(b)      All Contracts, quotations, acceptances of quotations and orders are subject to the Conditions. A quotation from the Company does not constitute an offer to sell, and any order or acceptance of a quotation by the Buyer shall constitute an offer by the Buyer to buy Goods subject to the Conditions which shall only be deemed to be accepted when the Company issues written acceptance of the Order or if earlier delivery.

(c)      Unless previously withdrawn or otherwise stated, a quotation shall remain valid for a period of 30 days from the date of issue following which it shall be subject to confirmation by the Company as to any contained validity.

(d)      The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.

(e)      No variation of the Conditions shall have effect unless otherwise stipulated herein or expressly agreed in writing by the Company.

3.       Price

(a)      Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in an Order or if, no price is quoted, the price set out in the Company’s current price lists published and in force on the date of the Contract.

(b)      The price for the Goods is inclusive of packaging, freight and delivery charges but exclusive of any value added tax and any other applicable duties, levies and/or taxes which amount the Buyer shall pay in addition when it pays for the Goods.

(c)      Any order with a net value of £250 or less (or such other figure as shall from time to time be notified by the Company in writing) shall be subject to a minimum additional handling charge of £25.

(d)      The current minimum value for which orders will be accepted is £100 unless otherwise notified by the Company in writing.

(e)      The Company reserves the right to make additional delivery charges where specific delivery dates or returns are agreed.

(f)      The Company may invoice the Buyer for the Goods on or at any time after the Goods have been dispatched.

(g)      The Company may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (i) any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or (iii) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

(h)      The Buyer has 7 days from the date of the invoice to raise a claim against price invoiced by The Company.

4.       Payment

(a)      Payment of the amounts due under the Contract is to be made by the Buyer in full and in cleared funds in the currency stated in the Contract and as per the agreed payment terms stated on the Company’s invoice. Payment shall be made to the bank account nominated by the Company.

Time for payment shall be of the essence.

(b)      The Buyer shall not be entitled to make any deduction from the price of the Goods by way of set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) or otherwise unless both the validity and the amount of the deduction have been agreed by the Company in writing. Such claims should be made to The Company within 7 days from the invoice date.

(c)      If the Buyer fails to pay the Company any sum due pursuant to the Contract by the due date for payment, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

(d)      Without prejudice to any of the Company’s other rights, if the Buyer fails to pay the full price or any part thereof or any other monies payable by the Buyer under the Contract, the Company may: (i) refuse to supply any further Goods and to cancel any uncompleted Order without incurring any liability to the Buyer; and (ii) exercise its rights to recover the Goods pursuant to condition 5.

5.       Property

(a)      Full legal and beneficial ownership of the Goods shall remain with the Company and shall not pass to the Buyer unless and until the Company has received from the Buyer, in full (in cash or cleared funds), all sums due to it in respect of (i) the Goods; and (ii) all other sums which are or which become due to the Company from the Buyer on any account.

(b)      Until ownership of the Goods has passed to the Buyer, without prejudice to the Company’s other rights, the Buyer shall: (i) hold the goods on a fiduciary basis as the Company's bailee; (ii) maintain the Goods which are on or at the Buyer’s (or it's nominee's) premises in satisfactory condition and keep them insured, for full price, against all risks and shall, if requested in writing by the Company, cause notice of the Company’s interest in the Goods to be noted on the Buyer’s insurance policy and produce the policy of insurance to the Company; (iii) keep the Goods free from all charges, liens and other encumbrances; (iv) cause the Goods to be clearly identified and stored apart from all other goods of the Buyer or any third party so that they remain readily identifiable as the Company's property; (v) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (vi) be entitled to resell or use the Goods in the ordinary course of its business (unless the Company revokes such entitlement in writing) and shall sell or use those Goods as have been longest in its possession.

(c)      Until ownership of the Goods has passed to the Buyer, without prejudice to the Company’s other rights, the Company shall be entitled to: (i) require immediate redelivery of the Goods and to re-sell the Goods on demand and for this purpose the Buyer hereby grants to the Company, its officers, servants or agents an irrevocable licence to enter at any time any premises where the Goods are or may be stored in order to inspect or recover the Goods. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods if the Company so requires (whether or not subject to any conditions as to payment or otherwise which the Company, in its sole discretion, may impose); (ii) recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Buyer; (iii) nominate any person to have full access to all the accounts, documents and papers of the Buyer relating to the Buyer’s dealings with the Company, the Goods or the proceeds of sale of the Goods.

(d)      Nothing in this condition 5 shall confer any right upon the Buyer to return the Goods or to refuse or delay payment for them.

(e)      Goods constituting merchandising and point of sale material shall, when provided free of charge, remain the property of the Company at all times.

(f)      Depending on the nature of the return, the Company will apply a 20% return fee based on the invoiced value of the returned goods.

6.       Risk

Subject as hereinafter provided, the Goods are at the Buyer’s risk from the occurrence of the earliest of: (i) the passing of ownership of the Goods to the Buyer as provided in condition 5; or (ii) the delivery of the Goods as provided in condition 7.

7.       Delivery

(a)      Unless otherwise stated by the Company in writing, the Company will dispatch the Goods to the location set out in the Order or such other location as the parties may agree (the "Delivery Location") within a reasonable period of time following receipt of the Buyer's order. If the Company specifies a date for delivery, such date shall be given and intended as an estimate only and time for delivery shall not be of the essence.

(b)      Unless otherwise agreed in writing, delivery and the Buyer’s acceptance of the Goods shall be deemed to take place within 3 days of the physical delivery of the Goods to the Delivery Location.

(c)      Signature of any delivery note by any agent, employee, nominee or representative of the Buyer or by any independent carrier shall be conclusive proof of delivery.

(d)      Subject to the other provisions of the Conditions the Company shall not be liable for any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 5 days.

(e)      The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Buyer's failure to provide the Company with adequate delivery instructions or other instructions that are relevant to the supply of the Goods.

(f)      Without prejudice to any rights of the Company hereunder, if the Buyer fails to accept delivery of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences, consents and authorities: (i) the Buyer shall pay to the Company, by way of addition to the Contract price, all transit, storage and insurance costs and any other costs incurred by the Company as a result; (ii) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence); and (iii) the Goods shall be deemed to have been delivered at 9:00am on the third Business Day after the day on which the Company notified the Buyer that the Goods were ready.

(g)      The Company shall be entitled to deliver the Goods by separate instalments and to determine the route and manner of delivery of Goods and shall for the purposes of Section 32 (2) of the Act be deemed to have the Buyer’s authority to make such contract with any carrier as may seem reasonable to the Company.

(h)      Each instalment shall be a separate Contract which shall be invoiced and paid for separately and subject to the Conditions (with any necessary amendments). No cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

(i)       The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.

(j)       Any liability of the of the Company for non-delivery of the Goods shall be limited, (at the Company's discretion), to (a) delivering the Goods within a reasonable time; (b) the replacement of the Goods with replacement goods of a similar description and quality within a reasonable time; or; (c) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

(k)      The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

8.       Warranty

(a)      The Company gives no warranty in respect of Goods (or any part of the Goods) not of the Company’s manufacture but will, where possible, assign to the Buyer the benefit of any warranty obtained by the Company from the manufacturer or supplier of such Goods (but so that nothing shall require the Company to commence proceedings against such manufacturer or supplier or to incur expense in connection with any such claim by the Buyer).

(b)      The Company warrants that (subject to the other provisions of the Conditions) on delivery the Goods manufactured by the Company shall: (i) be of satisfactory quality within the meaning of the Act; and (ii) be reasonably fit for their ordinary intended purpose

(c)      The Company shall not be liable for a breach of condition 8(b) unless: (i) the Buyer has given written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought reasonably to have discovered the defect, and, if the defect is as a result of damage in transit, entered details of such damage on the delivery receipt or stated on the delivery receipt that the Goods are unexamined and, in either case, details of such damage are notified to the Company within 7 working days of delivery. The Buyer is advised to examine the Goods accordingly; and (ii) the Company is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

(d)      The Company shall not be liable for a breach of condition 8(b) if: (i) the Buyer makes any further use of such Goods after giving notice pursuant to condition 8(c)(i); (ii) the defect arises because the Buyer failed to follow the Company's instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice; (iii) the Buyer alters or repairs such Goods without the written consent of the Company; (iv) the defect arises as a result of fair wear and tear, willful damage or negligence, or (v) the Goods differ from their description as a result of changes made to ensure they comply with applicable or regulatory requirements.

(e)      Except in respect of Goods (or part of the Goods) not manufactured by us and subject to condition (c) and (d), if any of the Goods do not conform with condition 8(b) the Company shall at its option replace or repair such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract price provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company. Returned Goods will only be accepted if they are accompanied by a valid return authorisation number obtained from the Company.

(f)      If the Company complies with condition 8(e) it shall have no further liability for a breach of condition 8(b) in respect of such Goods.

(g)      Any replacement or repaired Goods shall belong to the Company until property in such Goods has passed to the Buyer in accordance with condition 5 and are subject to these Conditions (with any necessary amendments).

9.       Limitation of Liability

(a)      Subject to condition 8, the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (i) any breach of the Conditions; (ii) any use made or resale by the Buyer of the Goods, or of any product incorporating the Goods; and (iii) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.

(b)      All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Act), or through trade custom or course of dealing are, to the fullest extent permitted by law, excluded from the Contract.

(c)      Nothing in these Conditions excludes or limits the liability of the Company for: (i) death or personal injury caused by the Company's negligence or the negligence of its employees; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Act; (iv) defective products under the Consumer Protection Act 1987; or (v) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

(d)      Subject to condition 9(b) and condition 9(c): (i) the Company's total liability whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise howsoever arising under or in connection with the Contract shall be limited to the Contract price.

(e)      Subject to condition 9(b) and condition 9(c) the Company shall not be liable in tort (including negligence), contract, breach of statutory duty, misrepresentation or otherwise howsoever, and even if foreseeable by the Company for any claim, damage, loss, or costs in respect of (whether direct or indirect):

(i)       loss of profits;

(ii)     loss of business and/or business interruption;

(iii)   loss of anticipated savings and/or contracts;

(iv)   loss of use;

(v)     loss of opportunity;

(vi)   loss of goodwill; or

(vii) any indirect , consequential or special loss or damage.

(f)      The Buyer acknowledges that it has not relied on any representation given by or on behalf of the Company as to any matter relating to the Goods which is not set out in the Contract.

10.     Intellectual Property

Any patent, trade mark, copyright or other industrial or intellectual property right relating to (i) any of the Goods which are manufactured by the Company and (ii) any merchandising or point of sale material supplied by the Company shall remain the absolute property of the Company and shall not be disclosed or copied without the prior express written consent of the Company.

11.     Indemnity

The Buyer shall indemnify and keep the Company indemnified against all costs, claims, demands and expenses however arising in connection with any liability whatsoever, which may be made against the Company or which the Company may sustain, pay or incur in connection with the Goods provided that such costs, claims, demands and expenses are not due to any act, omission, negligence or wilful default of the Company or its servants or agents.

12.     Cancellation

Orders which have been accepted by the Company may only be cancelled with the written consent of the Company, which will be given only on terms that the Buyer shall indemnify the Company against any loss incurred by the Company in respect of the cancelled order. Upon cancellation, all sums payable shall become due immediately. Goods returned without the Company’s written consent will not be accepted for credit. Depending on the nature of the return, the Company will apply a 20% return fee based on the invoiced value of the returned goods.

13.    Assignment

(a)      The Buyer shall not assign or transfer or purport to assign or transfer any Contract or the benefit thereof to any person whatever without the written consent of the Company.

(b)      The Company may assign, transfer, mortgage, charge, subcontract or deal with the Contract or any part of it to any person whatever.

14.     Force majeure

If the Company is prevented or delayed from making delivery of the Goods or any part thereof or from otherwise performing the Contract or any part thereof due to Force Majeure, it shall be entitled at its option, exercisable by notice in writing and without liability to the Buyer, either to: (i) cancel the Contract; (ii) reduce the volume of Goods ordered by the Buyer; (iii) adjust the price of the Goods; or (iv) extend from any estimated delivery date the time or times for delivery by a period equivalent to that during which such delivery or supply has been prevented, provided that, if the event in question continues for a continuous period exceeding 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15.     Waiver

(a)      Any failure or delay by the Company in exercising any provision of the Contract shall not constitute a waiver of any of its rights or remedies under the Contract.

(b)      Any waiver by the Company of any breach of, or any default under, the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.     Insolvency and default of Buyer

(a)      The Buyer's right to possession of the Goods shall terminate immediately and the Company may stop any Goods in transit and suspend further deliveries of the Goods and, by notice in writing to the Buyer, forthwith determine the Contract without prejudice to the licence granted to the Company’s servants and agents under condition 5 (c) or to any other rights or claims which the Company may have against the Buyer, including, without limitation, the Company's rights under condition 4(d) if the Buyer: (i) suffers or is threatened with any event of insolvency, or any analogous proceedings; (ii) fails to observe or perform any of its obligations under the Contract or any other contract between the parties; (iii) ceases to trade; or (iv) encumbers or in any way charges any of the Goods.

(b)      Termination or suspension of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.

17.     Data Protection

(a)      The Buyer gives its explicit consent to the processing of any personal data (as such term is defined in the Data Protection Act 1998) provided by the Buyer for purposes connected with the carrying out of the Contract, which shall include where applicable the following specified purposes: (i) the taking of credit references for the purposes of enabling the Company to decide whether to offer the Buyer credit terms; (ii) the giving by the Company, upon request, of trade credit references; (iii) the exchange of the personal data to other creditors in the event of default or payment problems experienced with the Buyer by the Company; and (iv) the transfer of the Buyer's personal data outside of the European Economic Area, specifically the USA.

(b)      The Buyer agrees to notify the Company and keep it informed of any changes in the personal data supplied to the Company prior to or at the time of first ordering Goods from the Company, and to assist the Company to comply with the Company's obligations under the provision of the Data Protection Act 1998.

(c)      The parties agree that they will comply with their respective obligations under the Data Protection Act 1998.

18.     Confidentiality

Except as required by law or by any relevant regulatory or government authority, or to the extent that information has entered the public domain through no fault of the receiving party, each party shall treat as strictly confidential all information of a confidential or proprietary nature relating to the Contract or arising from any negotiations between the parties and shall only release such information to those of its employees as shall have a need to know. The obligations under this condition 18 shall apply for 12 months from the date of the Buyer's most recent order accepted by the Company.

19.     Notices

(a)      Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally sent by prepaid first class post or other next day working day delivery service, commercial courier or fax,.

(b)      A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 19(a); if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if sent by fax, one Business Day after transmission.

(c)      The provisions of this condition, shall not apply to the service of any proceedings or other documents in any legal action.

20.     Entire Agreement

The Contract constitutes the whole agreement and understanding of the parties with respect to the subject matter of the Contract and supersedes any previous agreement, representation, arrangement or understanding (whether oral or written) between them relating to the subject matter hereof.

Each party acknowledges that it will enter into the Contract in reliance only upon the representations, warranties, promises and terms specifically contained in the Contract.

21.     No benefit to third parties

Unless expressly provided in the Contract, no term of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 199 in any way by any person that is not a party to it.

22.     Severance

If any provision of the Conditions is held by any competent authority to be invalid, void, unreasonable or unenforceable in whole or in part, it shall be deemed severable and the remaining provisions of the Conditions shall continue to apply.

23.     Governing Law and Jurisdiction

The Contract and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non- contractual) arising out of or in connection with the Contract, its subject matter or formation.

1.    Definitions

In these Conditions of Sale: -

"the Act" means the Sale of Goods Act 1979

"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“the Buyer” means the person(s), firm or company to whom the Company sells or has agreed to sell the Goods;

"the Company" means Daler-Rowney Limited (company number 194555) Daler Rowney House, Southern Industrial Area, Bracknell, Berkshire, RG12 8SS;

“the Conditions” means these Conditions of Sale as amended from time to time accordance with condition 2(e) [and any special terms agreed in writing by an authorised representative of the Company and the Buyer ];

"the Contract" means any contract formed in accordance with condition 2(b) between the parties for the sale and purchase of the Goods, in accordance with the Conditions;

“the Goods” means every or any item which the Buyer buys or has agreed to buy from the Company in accordance with these Conditions; and

“Force Majeure” means circumstances beyond the reasonable control of the Company including, without limitation and without prejudice to the generality of the expression, acts of God, war or national emergency, acts of terrorism, protests, governmental actions and regulations, embargoes, labour disputes, shortages of goods or materials, restraints or delays affecting carriers, fire, explosion, flood, tempest or epidemic.

"the Order" means the Buyer's order for the Goods, as set out in the Buyer's purchase order form, the Buyer's written acceptance of the Company's quotation, or overleaf, as the case may be.

2.     Incorporation of Conditions

(a)    These Conditions shall apply to and be incorporated into the Contract and subject to any variation under condition 2(e), the Contract shall be subject to the Conditions to the exclusion of all other terms or conditions (including any terms or conditions of the Buyer written on any order form or otherwise, or which are implied by trade, custom, practice or dealing) which shall not form part of the Contract.  If the Conditions differ in any respect from any other terms or conditions of the Buyer, the Conditions do not constitute an acceptance of the Buyer's offer or order but a counter-offer.

(b)    All Contracts, quotations, acceptances of quotations and orders are subject to the Conditions. A quotation from the Company does not constitute an offer to sell, and any order or acceptance of a quotation by the Buyer shall constitute an offer by the Buyer to buy Goods subject to the Conditions which shall only be deemed to be accepted when the Company issues written acceptance of the Order or if earlier delivery.

(c)    Unless previously withdrawn or otherwise stated, a quotation shall remain valid for a period of 30 days from the date of issue following which it shall be subject to confirmation by the Company as to any contained validity.

(d)    The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.

(e)    No variation of the Conditions shall have effect unless otherwise stipulated herein or expressly agreed in writing by the Company.

3.     Price

(a)    Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in an Order or if, no price is quoted, the price set out in the Company’s current price lists published and in force on the date of the Contract.

(b)    The price for the Goods is inclusive of packaging, freight and delivery charges but exclusive of any value added tax and any other applicable duties, levies and/or taxes which amount the Buyer shall pay in addition when it pays for the Goods.

(c)    The current minimum value for which orders will be accepted is €500 unless otherwise notified by the Company in writing.

(d)    The Company reserves the right to make additional delivery charges where specific delivery dates or returns are agreed.

(e)    The Company may invoice the Buyer for the Goods on or at any time after the Goods have been dispatched.

(f)    The Company may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (i) any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or (iii) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

4.     Payment

(a)    Payment of the amounts due under the Contract is to be made by the Buyer in full and in cleared funds in the currency stated in the Contract and as per the agreed payment terms stated on the Company’s invoice. Payment shall be made to the bank account nominated by the Company.

Time for payment shall be of the essence.

(b)    The Buyer shall not be entitled to make any deduction from the price of the Goods by way of set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) or otherwise unless both the validity and the amount of the deduction have been agreed by the Company in writing.

(c)    If the Buyer fails to pay the Company any sum due pursuant to the Contract by the due date for payment, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

(d)    Without prejudice to any of the Company’s other rights, if the Buyer fails to pay the full price or any part thereof or any other monies payable by the Buyer under the Contract, the Company may: (i) refuse to supply any further Goods and to cancel any uncompleted Order without incurring any liability to the Buyer; and (ii) exercise its rights to recover the Goods pursuant to condition 5.

5.     Property

(a)    Full  legal and  beneficial ownership of the Goods shall remain  with  the Company and shall not pass to the Buyer unless and until the Company has received from the Buyer, in full (in cash or cleared funds), all sums due to it in respect of (i) the Goods; and (ii) all other sums which are or which become due to the Company from the Buyer on any account.

(b)    Until ownership of the Goods has passed to the Buyer, without prejudice to the Company’s other rights, the Buyer shall: (i) hold the goods on a fiduciary basis as the Company's bailee; (ii) maintain the Goods which are on or at the Buyer’s  (or  it's  nominee's) premises in satisfactory condition and keep them insured, for full price, against all risks and shall, if requested in writing by the Company, cause notice of the Company’s interest in the Goods to be noted on the Buyer’s insurance policy and produce the policy of insurance to the Company; (iii) keep the Goods free from all charges, liens and other encumbrances; (iv) cause the Goods to be clearly identified and stored apart from all other goods of the  Buyer  or  any  third  party  so  that  they  remain  readily  identifiable  as  the Company's property; (v) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (vi) be entitled to resell or use the Goods in the ordinary course of its business (unless the Company revokes such entitlement in writing) and shall sell or use those Goods as have been longest in its possession.

(c)    Until ownership of the Goods has passed to the Buyer, without prejudice to the  Company’s  other  rights,  the  Company  shall  be  entitled  to:  (i)  require immediate redelivery of the Goods and to re-sell the Goods on demand and for this purpose the Buyer hereby grants to the Company, its officers, servants or agents an irrevocable licence to enter at any time any premises where the Goods are or may be stored in order to inspect or recover the Goods. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods if the Company so requires (whether or not subject to any conditions as to payment or otherwise which the Company, in its sole discretion, may impose); (ii) recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Buyer; (iii) nominate any person to have full access to all the accounts, documents and papers of the Buyer relating to the Buyer’s dealings with the Company, the Goods or the proceeds of sale of the Goods.

(d)    Nothing in this condition 5 shall confer any right upon the Buyer to return the Goods or to refuse or delay payment for them.

(e)    Goods constituting merchandising and point of sale material shall, when provided free of charge, remain the property of the Company at all times.

6.     Risk

Subject  as  hereinafter  provided,  the  Goods  are  at  the  Buyer’s  risk  from  the occurrence of the earliest of: (i) the passing of ownership of the Goods to the Buyer as provided in condition 5; or (ii) the delivery of the Goods as provided in condition 7.

7.     Delivery

(a)    Unless otherwise stated by the Company in writing, the Company will dispatch the Goods to the location set out in the Order or such other location as the parties may agree (the "Delivery Location") within a reasonable period of time following receipt of the Buyer's order. If the Company specifies a date for delivery, such date shall be given and intended as an estimate only and time for delivery shall not be of the essence.

(b)    Unless otherwise agreed in writing, delivery and the Buyer’s acceptance of the Goods shall be deemed to take place within 3 days of the physical delivery of the Goods to the Delivery Location.

(c)    Signature of any delivery note by any agent, employee, nominee or representative of the Buyer or by any independent carrier shall be conclusive proof of delivery.

(d)    Subject to the other provisions of the Conditions the Company shall not be liable  for  any  delay  in  the  delivery  of  the  Goods  (even  if  caused  by  the Company's negligence),  nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 5 days.

(e)    The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Buyer's failure to provide the Company  with  adequate  delivery  instructions  or  other  instructions  that  are relevant to the supply of the Goods.

(f)    Without prejudice to any rights of the Company hereunder, if the Buyer fails to accept delivery of the Goods when they are ready for delivery, or the Company is unable  to deliver  the  Goods  on  time because  the Buyer  has not provided appropriate instructions, documents, licences, consents and authorities:

(i)     the Buyer shall pay to the Company, by way of addition to the Contract price, all  transit,  storage  and  insurance  costs  and  any  other  costs  incurred  by  the Company as a result; (ii) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence); and (iii) the Goods shall be deemed to have been delivered at 9:00am on the third Business Day after the day on which the Company notified the Buyer that the Goods were ready.

(g)    The Company shall be entitled to deliver the Goods by separate instalments and to determine the route and manner of delivery of Goods and shall for the purposes of Section 32 (2) of the Act be deemed to have the Buyer’s authority to make such contract with any carrier as may seem reasonable to the Company.

(h)    Each instalment shall be a separate Contract which shall be invoiced and paid   for   separately   and   subject   to   the   Conditions (with   any   necessary amendments). No cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

(i)     The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.

(j)     Any liability of the of the Company for non-delivery of the Goods shall be limited,  (at  the  Company's  discretion),  to  (a)  delivering  the  Goods  within  a reasonable time; (b) the replacement of the Goods with replacement goods of a similar description and quality within a reasonable time; or; (c) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

(k)    The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

8.     Warranty

(a)    The Company gives no warranty in respect of Goods (or any part of the Goods) not of the Company’s manufacture but will, where possible, assign to the  Buyer  the  benefit  of  any  warranty  obtained  by  the  Company  from  the manufacturer or supplier of such Goods (but so that nothing shall require the Company to commence proceedings against such manufacturer or supplier or to incur expense in connection with any such claim by the Buyer).

(b)    The Company warrants that (subject to the other provisions of the Conditions) on delivery the Goods manufactured by the Company shall: (i) be of satisfactory quality within the meaning of the Act; and (ii) be reasonably fit for their ordinary intended purpose

(c)    The Company shall not be liable for a breach of condition 8(b) unless: (i) the Buyer has given written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought reasonably to have discovered the defect, and, if the defect is as a result of damage in transit, entered details of such damage on the delivery receipt or stated on the delivery receipt that the Goods are unexamined and, in either case, details of such damage are notified to the  Company  within  7  working  days  of  delivery.  The  Buyer  is  advised  to examine  the  Goods  accordingly;  and  (ii) the Company is  given  a  reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

(d)    The Company shall not be liable for a breach of condition 8(b) if: (i) the Buyer  makes any further use  of  such  Goods  after  giving notice  pursuant  to condition 8(c)(i); (ii) the defect arises because the Buyer failed to follow the

Company's instructions as to the storage, use or maintenance of the Goods or

(if there are none) good  trade practice;  (iii) the Buyer alters or repairs such Goods without the written consent of the Company; (iv) the defect arises as a result of fair wear and tear, wilful damage or negligence, or (v) the Goods differ from their description as a result of changes made to ensure they comply with applicable or regulatory requirements.

(e)    Except in respect of Goods (or part of the Goods) not manufactured by us and subject to condition (c) and (d), if any of the Goods do not conform with condition 8(b) the Company shall at its option replace or repair such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract price  provided  that,  if  the  Company  so  requests,  the  Buyer  shall,  at  the Company's  expense,  return  the  Goods  or  the  part  of  such  Goods  which  is defective to the Company.  Returned Goods will only be accepted if they are accompanied   by   a   valid   return   authorisation   number   obtained   from   the Company.

(f)    If  the  Company  complies  with  condition  8(e)  it  shall  have  no  further liability for a breach of condition 8(b) in respect of such Goods.

(g)    Any replacement  or  repaired  Goods  shall  belong  to  the  Company until property in such Goods has passed to the Buyer in accordance with condition 5 and are subject to these Conditions (with any necessary amendments).

9.     Limitation of Liability

(a)    Subject to condition 8, the following provisions set out the entire liability of  the  Company  (including  any  liability  for  the  acts  or  omissions  of  its employees, agents and sub-contractors) to the Buyer in respect of: (i) any breach of the Conditions; (ii) any use made or resale by the Buyer of the Goods, or of any product incorporating the Goods; and (iii) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.

(b)    All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Act), or through trade custom or course of dealing are, to the fullest extent permitted by law, excluded from the Contract.

(c)    Nothing in these Conditions excludes or limits the liability of the Company for:  (i)  death  or  personal  injury  caused  by  the  Company's  negligence  or  the negligence  of  its  employees;  (ii)  fraud  or  fraudulent  misrepresentation;  (iii) breach of the terms implied by section 12 of the Act;  (iv) defective products under the Consumer Protection Act 1987; or (v) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

(d)    Subject to condition 9(b) and condition 9(c): (i) the Company's total liability whether in contract, tort (including negligence),  reach of statutory duty, misrepresentation or otherwise howsoever arising under or in connection with the Contract shall be limited to the Contract price.

(e) Subject to condition 9(b) and condition 9(c) the Company shall not be liable in    tort    (including    negligence),    contract,    breach    of    statutory    duty, misrepresentation  or  otherwise  howsoever,  and  even  if  foreseeable  by  the Company for any claim, damage, loss, or costs in respect of (whether direct or indirect):

(i)           loss of profits;

(ii)          loss of business and/or business interruption;

(iii)         loss of anticipated savings and/or contracts;

(iv)         loss of use;

(v)          loss of opportunity;

(vi)         loss of goodwill; or

(vii)        any indirect , consequential or special loss or damage.

(f)    The Buyer acknowledges that it has not relied on any representation given by or on behalf of the Company as to any matter relating to the Goods which is not set out in the Contract.

10.   Intellectual Property

Any  patent,  trade  mark,  copyright  or  other  industrial  or  intellectual  property right relating to (i) any of the Goods which are manufactured by the Company and (ii) any merchandising or point of sale material supplied by the Company shall remain the absolute property of the Company and shall not be disclosed or copied without the prior express written consent of the Company.

11.   Indemnity

The Buyer shall indemnify and keep the Company indemnified against all costs, claims, demands and expenses however arising in connection with any liability whatsoever, which may be made against the Company or which the Company may sustain, pay or incur in connection with the Goods provided that such costs, claims, demands and expenses are not due to any act, omission, negligence or wilful default of the Company or its servants or agents.

12.   Cancellation

Orders which have been accepted by the Company may only be cancelled with the written consent of the Company, which will be given only on terms that the Buyer shall indemnify the Company against any loss incurred by the Company in  respect  of  the  cancelled  order.  Upon  cancellation,  all  sums  payable  shall become  due  immediately.  Goods  returned  without  the  Company’s  written consent will not be accepted for credit.

13.   Assignment

(a)    The Buyer shall not assign or transfer or purport to assign or transfer any Contract  or  the  benefit  thereof  to  any  person  whatever  without  the  written consent of the Company.

(b)    The Company may assign, transfer, mortgage, charge, subcontract or deal with the Contract or any part of it to any person whatever.

14.   Force majeure

If  the Company is prevented or delayed from making delivery of the Goods or any part thereof or from otherwise performing the Contract or any part thereof due to Force Majeure, it shall be entitled at its option, exercisable by notice in writing and without liability to the Buyer, either to: (i) cancel the Contract; (ii) reduce the volume of Goods ordered by the Buyer; (iii) adjust the price of the Goods; or (iv) extend from any estimated delivery date the time or times for delivery by a period equivalent to that during which such delivery or supply has been prevented, provided that, if the event in question continues for a continuous period exceeding 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15.   Waiver

(a)    Any failure or delay by the Company in exercising any provision of the Contract shall not constitute a waiver of any of its rights or remedies under the Contract.

(b)    Any waiver by the Company of any breach of, or any default under, the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.   Insolvency and default of Buyer

(a)    The  Buyer's  right  to  possession  of  the  Goods  shall  terminate immediately  and  the  Company  may  stop  any  Goods  in  transit  and  suspend further deliveries of the Goods and, by notice in writing to the Buyer, forthwith determine   the   Contract   without   prejudice   to   the   licence   granted   to   the Company’s servants and agents under condition 5 (c) or to any other rights or claims  which  the  Company  may  have  against  the  Buyer,  including,  without limitation, the Company's rights under condition 4(d) if the Buyer: (i) suffers or is threatened with any event of insolvency, or any analogous proceedings; (ii) fails to observe or perform any of its obligations under the Contract or any other contract between the parties; (iii) ceases to trade; or (iv) encumbers or in any way charges any of the Goods.

(b)    Termination  or  suspension  of  the  Contract,  however  arising,  shall  not affect any of the parties' rights and remedies that have accrued as at termination. Conditions  which  expressly  or  by  implication  survive  termination  of  the Contract shall continue in full force and effect.

17.   Data Protection

(a)    The Buyer gives its explicit consent to the processing of any personal data (as such term is defined in the Data Protection Act 1998) provided by the Buyer for purposes connected with the carrying out of the Contract, which shall include where  applicable  the  following  specified  purposes:  (i)  the  taking  of  credit references for the purposes of enabling the Company to decide whether to offer the Buyer credit terms; (ii) the giving by the Company, upon request, of trade credit references; (iii) the exchange of the personal data to other creditors in the event  of  default  or  payment  problems  experienced  with  the  Buyer  by  the Company;  and  (iv)  the  transfer  of  the  Buyer's  personal  data  outside  of  the European Economic Area, specifically the USA.

(b)    The  Buyer  agrees  to  notify  the  Company  and  keep  it  informed  of  any changes in the personal data supplied to the Company prior to or at the time of first ordering Goods from the Company, and to assist the Company to comply with the Company's obligations under the provision of the Data Protection Act 1998.

(c)    The parties agree that they will comply with their respective obligations under the Data Protection Act 1998.

18.   Confidentiality

Except as required by law or by any relevant regulatory or government authority, or to the extent that information has entered the public domain through no fault of  the  receiving  party,   each  party  shall  treat   as  strictly  confidential  all information of a confidential or proprietary nature relating to the Contract or arising from any negotiations between the parties and shall only release such information  to  those  of  its  employees  as  shall  have  a  need  to  know.  The obligations under this condition 18 shall apply for 12 months from the date of

the Buyer's most recent order accepted by the Company. 19. Notices

(a)    Any notice or other communication given to a party under or in connection with the Contract  shall be in writing,  addressed  to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in  accordance  with  this  condition,  and  shall  be  delivered  personally  sent  by prepaid  first  class  post  or  other  next  day  working  day  delivery  service, commercial courier or fax,.

(b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 19(a); if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if sent by fax, one Business Day after transmission.

(c)    The  provisions  of  this  condition,  shall  not  apply  to  the  service  of  any proceedings or other documents in any legal action.

20.   Entire Agreement

The Contract constitutes the whole agreement and understanding of the parties with respect to the subject matter of the Contract and supersedes any previous agreement, representation, arrangement or understanding (whether oral or written) between them relating to the subject matter hereof.

Each party acknowledges that it will enter into the Contract in reliance only upon the representations, warranties, promises and terms specifically contained in the Contract.

21.   No benefit to third parties

Unless expressly  provided  in  the  Contract,  no  term  of  the  Contract  shall  be enforceable pursuant to the Contracts (Rights of Third Parties) Act 199 in any way by any person that is not a party to it.

22.   Severance

If any provision of the Conditions is held by any competent authority to be invalid, void,  unreasonable  or  unenforceable  in  whole  or  in  part,  it  shall  be  deemed severable and the remaining provisions of the Conditions shall continue to apply.

23.   Governing Law and Jurisdiction

The Contract and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non- contractual) arising out of or in connection with the Contract, its subject matter or formation.

1.    Definitions

In these Conditions of Sale: -

"the Act" means the Sale of Goods Act 1979

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.

“the Buyer” means the person(s), firm or company to whom the Company sells or has agreed to sell the Goods;

"the Company" means Daler-Rowney Limited (company number 194555) Daler Rowney House, Southern Industrial Area, Bracknell, Berkshire, RG12 8SS;

“the Conditions” means these Conditions of Sale as amended from time to time accordance with condition 2(e) [and any special terms agreed in writing by an authorised representative of the Company and the Buyer];

"the Contract" means any contract formed in accordance with condition 2(b) between the parties for the sale and purchase of the Goods, in accordance with the Conditions;

“the Goods” means every or any item which the Buyer buys or has agreed to buy from the Company in accordance with these Conditions; and

“Force Majeure” means circumstances beyond the reasonable control of the Company including, without limitation and without prejudice to the generality of the expression, acts of God, war or national emergency, acts of terrorism, protests, governmental actions and regulations, embargoes, labour disputes, shortages of goods or materials, restraints or delays affecting carriers, fire, explosion, flood, tempest or epidemic.

"the Order" means the Buyer's order for the Goods, as set out in the Buyer's purchase order form, the Buyer's written acceptance of the Company's quotation, or overleaf, as the case may be.

2.     Incorporation of Conditions

(a)    These Conditions shall apply to and be incorporated into the Contract and subject to any variation under condition 2(e), the Contract shall be subject to the Conditions to the exclusion of all other terms or conditions (including any terms or conditions of the Buyer written on any order form or otherwise, or which are implied by trade, custom, practice or dealing) which shall not form part of the Contract. If the Conditions differ in any respect from any other terms or conditions of the Buyer, the Conditions do not constitute an acceptance of the Buyer's offer or order but a counter-offer.

(b)    All Contracts, quotations, acceptances of quotations and orders are subject to the Conditions. A quotation from the Company does not constitute an offer to sell, and any order or acceptance of a quotation by the Buyer shall constitute an offer by the Buyer to buy Goods subject to the Conditions which shall only be deemed to be accepted when the Company issues written acceptance of the Order or if earlier delivery.

(c)    Unless previously withdrawn or otherwise stated, a quotation shall remain valid for a period of 30 days from the date of issue following which it shall be subject to confirmation by the Company as to any contained validity.

(d)    The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.

(e)    No variation of the Conditions shall have effect unless otherwise stipulated herein or expressly agreed in writing by the Company.

3.     Price

(a)    Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in an Order or if, no price is quoted, the price set out in the Company’s current price lists published and in force on the date of the Contract.

(b)    The price for the Goods is inclusive of packaging, freight and delivery charges but exclusive of any value added tax and any other applicable duties, levies and/or taxes which amount the Buyer shall pay in addition when it pays for the Goods. **All quoted prices for export are made on an “Exworks” basis.

(c)    The current minimum value for which orders will be accepted is £1,000.00 unless otherwise notified by the Company in writing.

(d)    The Company reserves the right to make additional delivery charges where specific delivery dates or returns are agreed.

(e)    The Company may invoice the Buyer for the Goods on or at any time after the Goods have been dispatched.

(f)    The Company may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (i) any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or (iii) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

4.     Payment

(a)    Payment of the amounts due under the Contract is to be made by the Buyer in full and in cleared funds in the currency stated in the Contract and as per the agreed payment terms stated on the Company’s invoice. Payment shall be made to the bank account nominated by the Company.

Time for payment shall be of the essence.

(b)    The Buyer shall not be entitled to make any deduction from the price of the Goods by way of set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) or otherwise unless both the validity and the amount of the deduction have been agreed by the Company in writing.

(c)    If the Buyer fails to pay the Company any sum due pursuant to the Contract by the due date for payment, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

(d)    Without prejudice to any of the Company’s other rights, if the Buyer fails to pay the full price or any part thereof or any other monies payable by the Buyer under the Contract, the Company may: (i) refuse to supply any further Goods and to cancel any uncompleted Order without incurring any liability to the Buyer; and (ii) exercise its rights to recover the Goods pursuant to condition 5.

5.     Property

(a)    Full legal and beneficial ownership of the Goods shall remain with the Company and shall not pass to the Buyer unless and until the Company has received from the Buyer, in full (in cash or cleared funds), all sums due to it in respect of (i) the Goods; and (ii) all other sums which are or which become due to the Company from the Buyer on any account.

(b)    Until ownership of the Goods has passed to the Buyer, without prejudice to the Company’s other rights, the Buyer shall: (i) hold the goods on a fiduciary basis as the Company's bailee; (ii) maintain the Goods which are on or at the Buyer’s (or it's nominee's) premises in satisfactory condition and keep them insured, for full price, against all risks and shall, if requested in writing by the Company, cause notice of the Company’s interest in the Goods to be noted on the Buyer’s insurance policy and produce the policy of insurance to the Company; (iii) keep the Goods free from all charges, liens and other encumbrances; (iv) cause the Goods to be clearly identified and stored apart from all other goods of the Buyer or any third party so that they remain readily identifiable as the Company's property; (v) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (vi) be entitled to resell or use the Goods in the ordinary course of its business (unless the Company revokes such entitlement in writing) and shall sell or use those Goods as have been longest in its possession.

(c)    Until ownership of the Goods has passed to the Buyer, without prejudice to the Company’s other rights, the Company shall be entitled to: (i) require immediate redelivery of the Goods and to re-sell the Goods on demand and for this purpose the Buyer hereby grants to the Company, its officers, servants or agents an irrevocable licence to enter at any time any premises where the Goods are or may be stored in order to inspect or recover the Goods. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods if the Company so requires (whether or not subject to any conditions as to payment or otherwise which the Company, in its sole discretion, may impose); (ii) recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Buyer; (iii) nominate any person to have full access to all the accounts, documents and papers of the Buyer relating to the Buyer’s dealings with the Company, the Goods or the proceeds of sale of the Goods.

(d)    Nothing in this condition 5 shall confer any right upon the Buyer to return the Goods or to refuse or delay payment for them.

(e)    Goods constituting merchandising and point of sale material shall, when provided free of charge, remain the property of the Company at all times.

6.     Risk

Subject as hereinafter provided, the Goods are at the Buyer’s risk from the occurrence of the earliest of: (i) the passing of ownership of the Goods to the Buyer as provided in condition 5; or (ii) the delivery of the Goods as provided in condition 7.

7.     Delivery

(a)    Unless otherwise stated by the Company in writing, the Company will dispatch the Goods to the location set out in the Order or such other location as the parties may agree (the "Delivery Location") within a reasonable period of time following receipt of the Buyer's order. If the Company specifies a date for delivery, such date shall be given and intended as an estimate only and time for delivery shall not be of the essence.

(b)    Unless otherwise agreed in writing, delivery and the Buyer’s acceptance of the Goods shall be deemed to take place within 3 days of the physical delivery of the Goods to the Delivery Location.

(c)    Signature of any delivery note by any agent, employee, nominee or representative of the Buyer or by any independent carrier shall be conclusive proof of delivery.

(d)    Subject to the other provisions of the Conditions the Company shall not be liable for any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 5 days.

(e)    The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Buyer's failure to provide the Company with adequate delivery instructions or other instructions that are relevant to the supply of the Goods.

(f)    Without prejudice to any rights of the Company hereunder, if the Buyer fails to accept delivery of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences, consents and authorities:

(i)     the Buyer shall pay to the Company, by way of addition to the Contract price, all transit, storage and insurance costs and any other costs incurred by the Company as a result; (ii) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence); and (iii) the Goods shall be deemed to have been delivered at 9:00am on the third Business Day after the day on which the Company notified the Buyer that the Goods were ready.

(g)    The Company shall be entitled to deliver the Goods by separate instalments and to determine the route and manner of delivery of Goods and shall for the purposes of Section 32 (2) of the Act be deemed to have the Buyer’s authority to make such contract with any carrier as may seem reasonable to the Company.

(h)    Each instalment shall be a separate Contract which shall be invoiced and paid  for  separately  and  subject  to  the  Conditions (with  any  necessary amendments). No cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

(i)     The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.

(j)     Any liability of the of the Company for non-delivery of the Goods shall be limited, (at the Company's discretion), to (a) delivering the Goods within a reasonable time; (b) the replacement of the Goods with replacement goods of a similar description and quality within a reasonable time; or; (c) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

(k)    The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

8.     Warranty

(a)    The Company gives no warranty in respect of Goods (or any part of the Goods) not of the Company’s manufacture but will, where possible, assign to the Buyer the benefit of any warranty obtained by the Company from the manufacturer or supplier of such Goods (but so that nothing shall require the Company to commence proceedings against such manufacturer or supplier or to incur expense in connection with any such claim by the Buyer).

(b)    The Company warrants that (subject to the other provisions of the Conditions) on delivery the Goods manufactured by the Company shall: (i) be of satisfactory quality within the meaning of the Act; and (ii) be reasonably fit for their ordinary intended purpose

(c)    The Company shall not be liable for a breach of condition 8(b) unless: (i) the Buyer has given written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought reasonably to have discovered the defect, and, if the defect is as a result of damage in transit, entered details of such damage on the delivery receipt or stated on the delivery receipt that the Goods are unexamined and, in either case, details of such damage are notified to the Company within 7 working days of delivery. The Buyer is advised to examine the Goods accordingly; and (ii) the Company is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

(d)    The Company shall not be liable for a breach of condition 8(b) if: (i) the Buyer makes any further use of such Goods after giving notice pursuant to condition 8(c)(i); (ii) the defect arises because the Buyer failed to follow the

Company's instructions as to the storage, use or maintenance of the Goods or

(if there are none) good trade practice; (iii) the Buyer alters or repairs such Goods without the written consent of the Company; (iv) the defect arises as a result of fair wear and tear, wilful damage or negligence, or (v) the Goods differ from their description as a result of changes made to ensure they comply with applicable or regulatory requirements.

(e)    Except in respect of Goods (or part of the Goods) not manufactured by us and subject to condition (c) and (d), if any of the Goods do not conform with condition 8(b) the Company shall at its option replace or repair such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract price provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company. Returned Goods will only be accepted if they are accompanied  by  a  valid  return  authorisation  number  obtained  from  the Company.

(f)    If the Company complies with condition 8(e) it shall have no further liability for a breach of condition 8(b) in respect of such Goods.

(g)    Any replacement or repaired Goods shall belong to the Company until property in such Goods has passed to the Buyer in accordance with condition 5 and are subject to these Conditions (with any necessary amendments).

9.     Limitation of Liability

(a)    Subject to condition 8, the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (i) any breach of the Conditions; (ii) any use made or resale by the Buyer of the Goods, or of any product incorporating the Goods; and (iii) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.

(b)    All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Act), or through trade custom or course of dealing are, to the fullest extent permitted by law, excluded from the Contract.

(c)    Nothing in these Conditions excludes or limits the liability of the Company for: (i) death or personal injury caused by the Company's negligence or the negligence of its employees; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Act; (iv) defective products under the Consumer Protection Act 1987; or (v) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

(d)    Subject to condition 9(b) and condition 9(c): (i) the Company's total liability whether in contract, tort (including negligence), reach of statutory duty, misrepresentation or otherwise howsoever arising under or in connection with the Contract shall be limited to the Contract price.

(e) Subject to condition 9(b) and condition 9(c) the Company shall not be liable in  tort  (including  negligence),  contract,  breach  of  statutory  duty, misrepresentation or otherwise howsoever, and even if foreseeable by the Company for any claim, damage, loss, or costs in respect of (whether direct or indirect):

(i)           loss of profits;

(ii)          loss of business and/or business interruption;

(iii)         loss of anticipated savings and/or contracts;

(iv)         loss of use;

(v)          loss of opportunity;

(vi)         loss of goodwill; or

(vii)        any indirect , consequential or special loss or damage.

(f)    The Buyer acknowledges that it has not relied on any representation given by or on behalf of the Company as to any matter relating to the Goods which is not set out in the Contract.

10.   Intellectual Property

Any patent, trade mark, copyright or other industrial or intellectual property right relating to (i) any of the Goods which are manufactured by the Company and (ii) any merchandising or point of sale material supplied by the Company shall remain the absolute property of the Company and shall not be disclosed or copied without the prior express written consent of the Company.

11.   Indemnity

The Buyer shall indemnify and keep the Company indemnified against all costs, claims, demands and expenses however arising in connection with any liability whatsoever, which may be made against the Company or which the Company may sustain, pay or incur in connection with the Goods provided that such costs, claims, demands and expenses are not due to any act, omission, negligence or wilful default of the Company or its servants or agents.

12.   Cancellation

Orders which have been accepted by the Company may only be cancelled with the written consent of the Company, which will be given only on terms that the Buyer shall indemnify the Company against any loss incurred by the Company in respect of the cancelled order. Upon cancellation, all sums payable shall become due immediately. Goods returned without the Company’s written consent will not be accepted for credit.

13.   Assignment

(a)    The Buyer shall not assign or transfer or purport to assign or transfer any Contract or the benefit thereof to any person whatever without the written consent of the Company.

(b)    The Company may assign, transfer, mortgage, charge, subcontract or deal with the Contract or any part of it to any person whatever.

14.   Force majeure

If the Company is prevented or delayed from making delivery of the Goods or any part thereof or from otherwise performing the Contract or any part thereof due to Force Majeure, it shall be entitled at its option, exercisable by notice in writing and without liability to the Buyer, either to: (i) cancel the Contract; (ii) reduce the volume of Goods ordered by the Buyer; (iii) adjust the price of the Goods; or (iv) extend from any estimated delivery date the time or times for delivery by a period equivalent to that during which such delivery or supply has been prevented, provided that, if the event in question continues for a continuous period exceeding 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15.   Waiver

(a)    Any failure or delay by the Company in exercising any provision of the Contract shall not constitute a waiver of any of its rights or remedies under the Contract.

(b)    Any waiver by the Company of any breach of, or any default under, the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.   Insolvency and default of Buyer

(a)    The Buyer's right to possession of the Goods shall terminate immediately and the Company may stop any Goods in transit and suspend further deliveries of the Goods and, by notice in writing to the Buyer, forthwith determine  the  Contract  without  prejudice  to  the  licence  granted  to  the Company’s servants and agents under condition 5 (c) or to any other rights or claims which the Company may have against the Buyer, including, without limitation, the Company's rights under condition 4(d) if the Buyer: (i) suffers or is threatened with any event of insolvency, or any analogous proceedings; (ii) fails to observe or perform any of its obligations under the Contract or any other contract between the parties; (iii) ceases to trade; or (iv) encumbers or in any way charges any of the Goods.

(b)    Termination or suspension of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.

17.   Data Protection

(a)    The Buyer gives its explicit consent to the processing of any personal data (as such term is defined in the Data Protection Act 1998) provided by the Buyer for purposes connected with the carrying out of the Contract, which shall include where applicable the following specified purposes: (i) the taking of credit references for the purposes of enabling the Company to decide whether to offer the Buyer credit terms; (ii) the giving by the Company, upon request, of trade credit references; (iii) the exchange of the personal data to other creditors in the event of default or payment problems experienced with the Buyer by the Company; and (iv) the transfer of the Buyer's personal data outside of the European Economic Area, specifically the USA.

(b)    The Buyer agrees to notify the Company and keep it informed of any changes in the personal data supplied to the Company prior to or at the time of first ordering Goods from the Company, and to assist the Company to comply with the Company's obligations under the provision of the Data Protection Act 1998.

(c)    The parties agree that they will comply with their respective obligations under the Data Protection Act 1998.

18.   Confidentiality

Except as required by law or by any relevant regulatory or government authority, or to the extent that information has entered the public domain through no fault of the receiving party,  each party shall treat  as strictly confidential all information of a confidential or proprietary nature relating to the Contract or arising from any negotiations between the parties and shall only release such information to those of its employees as shall have a need to know. The obligations under this condition 18 shall apply for 12 months from the date of

the Buyer's most recent order accepted by the Company. 19. Notices

(a)    Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally sent by prepaid first class post or other next day working day delivery service, commercial courier or fax,.

(b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 19(a); if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if sent by fax, one Business Day after transmission.

(c)    The provisions of this condition, shall not apply to the service of any proceedings or other documents in any legal action.

20.   Entire Agreement

The Contract constitutes the whole agreement and understanding of the parties with respect to the subject matter of the Contract and supersedes any previous agreement, representation, arrangement or understanding (whether oral or written) between them relating to the subject matter hereof.

Each party acknowledges that it will enter into the Contract in reliance only upon the representations, warranties, promises and terms specifically contained in the Contract.

21.   No benefit to third parties

Unless expressly provided in the Contract, no term of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 199 in any way by any person that is not a party to it.

22.   Severance

If any provision of the Conditions is held by any competent authority to be invalid, void, unreasonable or unenforceable in whole or in part, it shall be deemed severable and the remaining provisions of the Conditions shall continue to apply.

23.   Governing Law and Jurisdiction

The Contract and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non- contractual) arising out of or in connection with the Contract, its subject matter or formation.