Standard Terms & Conditions of Sale

1. Definitions
In these Conditions of Sale:-
“the Buyer” means the person to whom the Company sells or has agreed to sell the Goods;
"the Company" means Daler-Rowney Limited;
“the Conditions” means these Conditions of Sale;
"the Contract" means any contract formed in accordance with condition 2(b) between the parties for the sale and purchase of the Goods, incorporating 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.

2. Incorporation of Conditions
(a) 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) and no such terms or conditions shall 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. No contract exists unless and until the Goods are delivered to the Buyer in accordance with 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.
(c) Unless previously withdrawn or otherwise stated, a quotation shall remain valid for 30 days from the date of issue following which it shall be subject to confirmation by the Company.
(d) The giving by the Buyer of any delivery instructions for the Goods or any other conduct of the Buyer in confirmation of the Contract shall constitute an unqualified
acceptance by the Buyer of the Conditions.
(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 the Company’s current price lists published on the date of
the Contract.
(b) In the case of orders in excess of the Company’s minimum order value (as notified by the Company in writing from time to time) the price for the Goods is inclusive of packaging, freight and delivery charges and exclusive of VAT.
(c) Any order with a net value of £150 or less (or such other figure as shall from time to time be notified by the Company in writing) shall be subject to an additional
handling charge of at least £20.
(d) The minimum value for which orders will be accepted is £60.
(e) The Company reserves the right to make additional delivery charges where specific delivery dates or returns are agreed.

4. Payment
(a) Payment of the full price of the Goods is to be made by the Buyer in the currency stated in the Contract within 30 days of the end of the month of the date of the
Company's invoice and 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 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, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the rate of 4% per annum above the base lending rate of Barclays Bank plc from time to time in force accruing on a daily basis until the outstanding amount and accrued interest thereon is paid. This is without prejudice to the Company's other rights under the Contract and in addition to any other monies due under the Contract.
The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1990.
(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 refuse to supply any further Goods and to cancel any uncompleted order without incurring any liability to the Buyer.
(e) If, in the discretion of the Company, the financial condition of the Buyer at any time does not justify continuation of the supply of Goods on the terms of payment
originally agreed, the Company may suspend such supply and require full or partial payment in advance without incurring any liability whatever to the Buyer.

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 despatch the Goods 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 upon the physical delivery of the Goods
to the Buyer or its nominee at the Buyer’s place of business or other place stipulated by the Buyer.
(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 180 days.
(e) 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.
(f) 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 Sale of Goods Act 1979 (“the Act”) be deemed to have the Buyer’s authority to make such contract with any carrier as may seem
reasonable to the Company.
(g) Each instalment shall be a separate Contract 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.
(h) 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.
(i) The Buyer shall indemnify the Company against any loss caused to the Company by the failure to give the notice required in condition 7(h).
(j) Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or 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
Standard Terms & Conditions of Sale 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 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 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 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; or (iii) the Buyer alters or repairs such Goods without the written consent of the Company.
(e) Subject to condition 8(a), (c) and (d), if any of the Goods do not conform with condition 8(b) the Company shall at its option replace 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 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 the
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) 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 (ii) fraud or fraudulent misrepresentation.
(d) Subject to condition 9(b) and condition 9(c): (i) the Company's total liability in contract, tort, misrepresentation or otherwise, arising in connection with the Contract
shall be limited to the Contract price; and (ii) the Company shall not be liable to the Buyer for loss of (A) profit; (B) business; or (C) goodwill, in each case whether direct, indirect or consequential, or any claims for consequential loss whatsoever which arise
in connection with the Contract.
(e) 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
express written consent of the Company.

11. Indemnity
The Buyer shall 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
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. The Company may assign 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
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 7 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.

17. Data Protection
(a) The Buyer gives its explicit consent to the processing of its personal data 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 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
Any notice to a party under the Contract shall be in writing and shall be served on a party if given personally, left at or sent by prepaid first class post, prepaid
recorded or special delivery to the address of that party as notified in writing.

20. Entire Agreement
The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous agreement or understanding between them relating to the subject matter hereof.

21. No benefit to third parties
No term of the Contract shall be enforceable 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 arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with
English Law and the parties shall submit to the non-exclusive jurisdiction of the English Courts.