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Terms and Conditions of Business

1. Definitions:
"Buyer" means the person whose order for the sale of the goods and/or provision of the services is accepted by the Seller. "Seller" means Waterlow Business Supplies Limited or such subsidiary as may provide the relevant goods or services. All orders are accepted on the basis of these conditions. Any conditions of purchase offered on behalf of the Buyer shall be deemed to be waived by the Buyer on acceptance of the goods or services.

2. Price. The Seller reserves the right to vary prices without prior notification to reflect any increase in the cost to the Seller arising after acceptance of the order, which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specifications requested by the Buyer, or any delay caused by instructions of the Buyer. Goods and services will be invoiced at the price ruling at the date of despatch.

3. Delivery. Acceptance of delivery of goods and/or provision of services (or any part thereof) shall be deemed conclusive evidence of Buyer's acceptance of these conditions. Delivery of the goods shall be made by the Seller delivering the goods to the Buyer's premises or, if some other place for delivery is agreed by the Seller, by the Seller delivering the goods to that place. Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Seller shall be entitled to make partial delivery or deliveries by instalments and to invoice for such deliveries as are made.

4. Non Delivery. If the Seller is unable to make actual delivery of the goods for any reason, or if the Buyer either fails to take delivery of the goods on the agreed delivery date or delays the delivery date; then the Seller may store or arrange the storage of the goods until actual delivery, at the risk and expense of the Buyer, and charge the Buyer the following: reasonable or actual (if with a third party) storage costs (including insurance); all additional transport and handling costs including the additional time of the Seller at its appropriate hourly or daily rates; and receive payment in full for the goods in storage, in accordance with the normal payment terms.

5. Notification. Complaints concerning goods received damaged must be made in writing, stating nature of damage, date of receipt and invoice number, within seven days of receipt of goods. Goods cannot be accepted for return without prior notification and approval by the Seller.

6. Specifications. If goods are to be manufactured or provided in accordance with a design/specification provided by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs, expenses in connection with same.

7. Payment. The Buyer shall pay the price specified in the invoice (without any deduction) within 30 days of the date of the Seller's invoice, notwithstanding that physical delivery may not have taken place and the property in the goods has not passed to the Buyer. If the Buyer fails to make any payment on the due date then the Seller may charge interest on the amount unpaid, at the rate of 5 per cent per annum above the base rate of Bank of Scotland. In the event that a trading discount is granted, the Seller reserves the right to charge back such discount if the above payment conditions are not met. The Seller also reserves the right to withhold further deliveries until all arrears have been paid. The Buyer's credit facility may be terminated by the Seller at any time without notice and without assigning any reason therefore.

8. Force Majeure. If the seller is unable to perform the services for a reason of force majeure or any other reason outside the Seller's reasonable control, the Seller shall be entitled to charge the Buyer for any additional time, cost or expense incurred as a result thereof and where the Seller is unable to perform the services for any such reason for a period of more than two weeks the Seller shall be entitled to postpone its performance of the contract until such time as it is reasonably able to recontinue the performance of the services.

9. Warranty. The Seller shall have no liability in respect of parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer.

10. Consequential Loss. The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty,condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these conditions.

11. Third Party Claims. If any claim is made against the Buyer that the goods or services infringe or that their use, resale or provision infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, any liability of the Seller to the Buyer shall be subject to the Seller being given full control of any proceedings or negotiations in connection with any such claim including the payment or settlement thereof.

12. Title. Title of the goods shall not pass to the Buyer until the latter of delivery or receipt by the Seller of payment in full of all sums due or owing on any account.

13. Governing Law. These conditions and the contract for sale to which they relate shall in all respects be construed in accordance with and be governed by English Law.

14. Validity. Terms valid at date of issue. The Seller reserves the right to modify, without notice. When this occurs, the new Terms and Conditions are effective immediately and supersede prior published information.


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