Watermark Stationers Limited t/a The Stationery Hub Terms and Conditions of Sale

1. DEFINITIONS

1.1 The "Seller" means Watermark Stationers Limited t/a The Stationery Hub

1.2 The "Buyer" is the person or company buying the Goods under these terms and conditions.

1.3 The "Goods" means any products (including spare parts) or services which are to be sold under a contract of sale between the Seller and the Buyer.

1.4 "Customer" means any person or company buying any of the Goods from the Buyer.

2. FORMATION OF CONTRACT

2.1 These conditions shall apply to all contracts between the Seller and the Buyer to the exclusion of all other terms and conditions.

2.2 All orders shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.

Acceptance of Goods at delivery shall be deemed conclusive evidence of acceptance of these conditions.

2.3 A minimum order value of £420 (ex VAT) Nett Sales Value is in operation for Mainland UK and Channel Islands. A minimum order value of £600 (ex VAT) is in operation for Northern Ireland and Republic of Ireland. Any order below this value will attract a delivery fee.

2.4 No addition or variation of these conditions shall be binding on the Seller unless expressly agreed to in writing and signed by a director of the Seller on its behalf. No other agent or representative of the Seller has any authority to vary or omit these conditions.

3. PRICES

3.1 Prices invoiced will be those ruling at the date of receipt of order.

3.2 Subject to Clause 3.1, all prices are subject to change without notice.

4. VALUE ADDED TAX

All prices are quoted exclusive of value added tax which will be charged at the rate in force at the time of despatch of the Goods.

5. PURCHASE MULTIPLES

All purchases must be in multiples provided; these multiples are subject to change at any time.

6. TERMS OF PAYMENT

6.1 Payment shall be made in full, without set-off or counter claim at the time of order, account clients within standard payment terms of 30 days nett from date of invoice unless otherwise specified in writing.

6.2 In the event of non-payment of any sum due to the Seller by the due date all sums owing to the Seller by the Buyer shall become due.

6.3 The Seller reserves the right to charge interest on unpaid invoices and any other sums due to the Seller and outstanding at a daily rate of 5% per annum above the base rate of Barclays Bank PLC from time to time from the date when payment becomes due until the date when payment is made and interest will accrue after as well as before any judgement. The Buyer will reimburse the Seller for all costs and expenses (including legal costs on an indemnity basis) incurred in the collection of any overdue amount. 6.4 Without prejudice to any other rights which the Seller may have in the event of non-payment of any sums outstanding on the due date, the Seller shall have the right to cease supplying other Goods ordered by the Buyer from the Seller whether under this contract or any other.

7. DELIVERY and CHARGES

7.1 All deliveries will be made to the ground floor entrance of the building, for premises located within the United Kingdom and Republic of Ireland.

7.2 Delivery charges may apply to order/s delivered to Customer’s premises.

7.3 Orders for delivery within the Republic of Ireland are normally delivered between seven and ten working days from receipt of the relevant order.

7.4 Orders for delivery within the United Kingdom are normally delivered between three and five working days from receipt of the relevant order. A faster, chargeable service is available for delivery the day following receipt of an order:

PROVIDED: -

7.4.1 that the relevant order is placed before 12.30pm hours.

7.4.2 the address for delivery is within mainland Great Britain.

7.4.3 the order will be subject to additional charges and PROVIDED FURTHER that the Seller may in its absolute discretion refuse to accept any request for a faster service for next-day delivery.

8. DELIVERY

8.1 Time and dates quoted for delivery are estimates only and the time for delivery of the Goods shall not be of the essence.

8.2 Where delivery is made by instalments, delay in delivering one or more instalments shall not entitle the Buyer to refuse to accept any remaining instalments.

8.3 The Buyer shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery.

8.4 Delivery takes place when the Goods are delivered to the ground floor entrance of the building of the Buyer or Customer.

8.5 The Seller shall not be liable in any way for any losses, damages or expenses (whether direct, indirect or consequential) suffered by the Buyer due to any delay or failure in delivering the Goods.

8.6 Save where Clause 13.1 applies and without prejudice to any other rights which the Seller may have, where the Buyer does not accept delivery of the Goods a transport and delivery charge equal to 15% of the nett order value of the nett accepted Goods (or a minimum of £25) shall be payable by the Buyer to the Seller save in respect of customised Goods and overprints where the full invoice price will be payable.

9. SHORT DELIVERY/WRONG PRODUCT DELIVERED/NON-DELIVERY

9.1 No claims for shortage, for damage to Goods or for delivery of wrong products shall be made unless the Seller is notified in writing quoting number of delivery note or invoice no. within three working days after the day of delivery in accordance with Clause 8 and in the absence of such notification the Buyer shall be deemed to have accepted the Goods and payment in full will become due in accordance with the terms of Clause 6.

9.2 No claims for non-delivery shall be made unless the Seller is notified in writing within 7 days of the date of invoice. In the absence of such notification, the Seller shall be deemed to have delivered the Goods and payment in full become due in accordance with Clause 6. Claims for copy proof of delivery documents should be made within 14 days of receipt of invoice.

10. DAMAGE IN TRANSIT

10.1 Goods damaged in transit must be reported to the Seller immediately by signing the delivery note "damaged on arrival". This must be returned to the Seller within 3 working days of delivery. Any damaged Goods must be retained (including wrappings, cartons, etc.) for inspection.

10.2 In the event that the delivery note was signed but not marked "damaged on arrival" the Seller cannot be held responsible for damages in transit.

11. RETURN OF GOODS

11.1 Goods cannot be accepted for return without the prior consent of the Seller which will be given at the Seller’s discretion. Subject to Clause 13.1 customised Goods shall not under any circumstances be accepted for return.

11.2 A handling charge of 15% of nett order value or a minimum of £25 will be made on all Goods (other than customised Goods and overprints) returned save where Clause 13.1 applies. The invoice price in respect of customised Goods and overprints shall be payable notwithstanding any such return.

11.3 Any Goods returned in accordance with this clause 11, must be in pristine condition and returned correctly packed in its original packaging.

11.4 Risk in any Goods to be returned remains with the Buyer until the Goods are delivered to the Seller or until the Seller collects such Goods. In any case the Buyer is responsible for all shipping costs on top of the handling charge set in Clause 11.2.

11.5 Return of Export Goods may only take place with the prior agreement of and by arrangement with the Seller.

12. CANCELLATION AND TERMINATION

12.1 Orders of Goods may be cancelled or deferred on 2 working days’ notice prior to the delivery date in respect of those Goods. The Seller reserves the right to charge for any exceptional costs incurred as a result of such cancellation.

12.2 In the case of orders for customised Goods, the Buyer may cancel the order but shall pay to the Seller all costs incurred by the Seller in respect of those Goods.

12.3 Without prejudice to any obligation of the Buyer under Clause 16.5 should any of the events in Clause 16.5.1., 16.5.2 and 16.5.3 occur the Seller may without prejudice to any of its rights arising out of this contract terminate the contract forthwith.

13. QUALITY OF GOODS

13.1 Subject to the provisions of Clauses 9 and 10, if the Buyer proves to the Seller’s reasonable satisfaction that the Goods are not in accordance with the order or are defective by reason of faulty material or workmanship which is due to the act or omission of the Seller, the Seller, at its option, may either repair or replace the Goods or the defective part thereof or issue a credit note. These provisions do not apply to any defect due to normal wear and tear.

13.2 Save as expressly provided, all warranties and conditions relating to quality, fitness for purpose or compliance with description (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law PROVIDED THAT (save as provided in Clause 17 below) nothing in these conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller and FURTHER PROVIDED THAT this clause shall not deprive a Buyer who is dealing as a consumer pursuant to section 12 of the Unfair Contract Terms Act 1977 of his or her statutory rights.

13.3 Subject to Clause 13.2 the Seller’s liability to the Buyer shall not in any event exceed the invoice price of the Goods and the Seller shall not be liable for any indirect or consequential loss suffered.

14. INABILITY TO SUPPLY

14.1 Without prejudice to any other condition hereof should the manufacture or supply or despatch of the whole or any part of the Goods be interrupted, prevented or hindered by any cause or causes whatsoever beyond the Seller’s control, the Seller shall be entitled to postpone or suspend any delivery or deliveries until (in the Seller’s reasonable judgement) any such cause has ceased to operate. The Seller shall be under no liability whatsoever in respect of such postponement or suspension.

14.2 If delivery is delayed for more than three months, the Seller has the option of cancelling the contract and refunding any payment made by the Buyer.

14.3 Without prejudice to the generality of the foregoing, the causes referred to in sub- clause 14.1 shall include war, pandemics, epidemics or other disease outbreak, fire, accident, breakdown of plant or machinery, industrial action, dispute (including strikes and lockouts), unavailability of and restrictions on supplies, non-delivery or delay in delivery of any materials or other circumstances (of whatsoever nature and not limited to the foregoing) which directly or indirectly interrupt or hinder the due performance of the contract.

15. PRODUCT CHANGES

15.1 The Seller may alter specifications and the product range and substitute items and change the price list without prior notice.

15.2 Drawings, specifications, product finishes and colour shades in Seller’s literature and advertisements are approximate only and do not constitute a trade description.

16. RETENTION OF TITLE

16.1 Risk in the Goods shall pass to the Buyer on delivery and the Buyer shall insure goods with a reputable insurance company against all risks for their full value from that time.

16.2 Notwithstanding the provisions of Clause 16.1, property and ownership in the Goods shall not pass from the Seller until:

16.2.1 The Buyer shall have paid the Seller for the goods; and

16.2.2 no other sums are then outstanding from the Buyer to the Seller on any account whatever whether or not such sums have become due for payment.

16.3 Until property in the Goods passes to the Buyer, the Buyer shall:-

16.3.1 be bailee of the Goods;

16.3.2 store the Goods separately from those of any other person and ensure they are readily identifiable as the property of the Seller. In the event that the Goods are stored on the premises of any third party (save where such third party has received the Goods by virtue of Clause 16.4), the Buyer shall ensure that the third party complies with the provisions of this sub-clause.

16.4 Notwithstanding the provisions of this clause, the Buyer may as principal in the ordinary course of its business sell the Goods for market value or use the Goods in the ordinary course of its business.

16.5 At any time prior to property in the Goods passing to the Buyer, in the event of:-

16.5.1 the Buyer’s insolvency;

16.5.2 the Buyer’s failure to pay any amount due to the Seller; or

16.5.3 any breach by the Buyer of these conditions the Buyer must immediately place any Goods in its possession or under its control at the Seller’s disposal and the Seller’s representatives shall have (without prejudice to any of the Seller’s other rights and remedies) the right to enter the Buyer’s premises to retake possession of such goods. In such event, the Buyer shall procure that the Seller has access to the premises of any third parties where Goods in which property has not yet passed to the Buyer are stored.

16.6 Should any event listed in Clause 16.5 occur, the Buyer’s right to sell and to use the Goods shall immediately cease.

16.7 The Buyer shall not charge, mortgage, create a lien upon the Goods or permit the creation thereof or assign its rights in respect of the Goods.

16.8 Each clause and sub-clause of this clause is separate, severable and distinct.

17. EXPORT CONTRACTS

17.1 Unit prices for goods sold for export from the United Kingdom (‘Export Goods’) shall be ExWorks (EXW Incoterms 2020) unless otherwise expressly agreed in writing and shall include the cost of standard packaging used on the Export Goods. Should special packaging be requested or required, an additional cost will be charged.

17.2 In the absence of instruction from the Buyer, the Seller reserves the right to arrange for the shipment of contracted goods, at the Buyers risk and expense, to a port or place in the country of the Buyer.

17.3 The Seller is under no obligation to accept any orders for Export Goods where the nett invoice price is less than £300 for writing instruments and £1,200 in respect of general office products. The Seller may in its discretion accept smaller orders but reserves the right to levy an additional handling charge in respect of each such order.

17.4 All payments must be made in sterling unless otherwise agreed in writing by the Seller.

17.5 Save as expressly provided in Clause 13.1, all warranties and conditions relating to quantity, quality, merchantability unless for purpose or compliance with the description of the Export Goods (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law.

18. MISCELLANEOUS

18.1 The contract shall be governed by and construed in accordance with English law and the parties hereto submit to the non-exclusive jurisdiction of the English courts.

18.2 The Seller may enter into sub-contracts for the manufacture or supply of the whole or any part of the Goods.

18.3 Waiver by the Seller of any of its rights hereunder or the giving of time to the Buyer shall not affect the Seller’s rights arising on any subsequent or other breach by the Buyer.

18.4 Any notice sent by the Seller will be deemed to have been served provided it is sent by pre- paid post to the Buyer’s last known business address. Notices sent by post shall be deemed to be served 2 working days after the date of posting.

18.5 Any provision hereof which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability.

19. WEEE DIRECTIVE

19.1 The Buyer agrees to properly dispose of the product at the end of its life.

19.2 There may be a charge for the collection of waste EEE (Electrical and Electronic Equipment), quotation provided on request.