Royal British Legion Industries Limited

STANDARD TERMS AND CONDITIONS OF SALE

1. All orders accepted by and Goods and services supplied through or provided by the Company are subject to the following express terms and conditions. Any order placed by a Customer shall constitute an offer to contract upon these express terms and conditions and no addition thereto or variation thereof whether contained in the Customer’s order or otherwise shall apply unless expressly agreed in writing by the Company’s authorised representative. No order shall be binding upon the Company unless accepted in writing by the Company.

2. Interpretation

2.1 In these Conditions: “Application Conditions” means the additional terms and conditions which pertain in circumstances where the Contract requires application of the goods and which are set out in a separate document titled Application Terms and Conditions “Company” shall mean Royal British Legion Industries Limited and its subcontractors. “Conditions” means the Standard Terms and Conditions of Sale set out in this document together with the Application Conditions where appropriate and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer. “Customer” shall mean the person, firm or company who accepts a quotation of the Company for the sale of the Goods and or whose order has been accepted by the Company. “Contract” shall mean the contract for the sale and purchase of Goods and the supply of Services between the Company and the Customer. “Goods” shall mean the goods referred to in an order placed by the Customer and materials supplied by the Company under the Contract. “Services” shall mean the design and printing of graphics and other advertising materials together with, where specified, application and installation of the Goods, provided by the Company under the Contract. “Writing” includes electronic mail, facsimile transmission and comparable means of communication. “Parties” means the Company and the Customer under the Contract.

2.2 The headings in these Conditions are for convenience only and shall not affect their interpretation

3. Formation of Contract

3.1 The Contract shall be formed by the Company’s acceptance of an order placed by the Customer for the Goods.

3.2 The Company’s acceptance of any order shall be subject to these Standard Terms and Conditions of Sale which shall override any terms, conditions or stipulations whether referred to in the Customer’s order; or in any other document issued by the Customer; or in any other communication (written or oral) between the parties, unless agreed in writing by the Company.

3.3 The Company may at its discretion add, vary or withdraw products listed in its catalogue, price list, advertisements or any other literature, at any time without notice. All reasonable efforts have been made to ensure that the details, descriptive information etc. in the Company’s catalogue are accurate at the date of publication. However, drawings, specifications and all descriptive literature including colour illustrations are approximate and do not constitute a trade description.

3.4 When you place an order using www.rbli.co.uk or email, you communicate with the Company electronically. Contractually, you agree to receive communication from the Company electronically and the Company agrees to comply with our legal requirement with regard to the distance selling regulations.

4. Basis of Sale

4.1 All goods are subject to availability.

4.2 The Company shall sell / provide and the Customer shall purchase the Goods and/or Services in accordance with any written quotation of the Company which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case, to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

4.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company.

4.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

5. Proofs

5.1 All artwork, text, style and graphics produced by the Company on behalf of the Customer shall be submitted to the Customer for approval. The Company shall accept no liability for errors not corrected by the Customer. Any amendments to be made after the Customer has approved artwork shall be subject to additional cost.

5.2 Where artwork, text, style or graphics have been supplied to the Company by the Customer or by a third party on the Customer's behalf, the Customer shall indemnify and keep indemnified the Company against all costs and claims arising out of libellous matter or any infringement of copyright, patent, design or any other proprietary right contained in such artwork text, style or graphic.

5.3 Where an order is placed using material on a computer readable disk or other media for digital printing the Customer shall supply a colour layout of the desired end print and in the absence of a visual proof the Company accepts no responsibility for any material variation in the interpretation of the Customer's requirements. Time expended in alterations required to be made by the Company due to incorrect information supplied by the Customer shall be subject to additional charge.

5.4 Unless specified by the Customer the Company in its absolute discretion shall print all works for digital printing in a resolution most appropriate for any particular application.

5.5 All materials used in the production of work of any nature shall unless it is supplied by the Customer belong to the Company

5.6 The Company shall use reasonable endeavours to obtain best results on materials supplied or specified by the Customer. Such materials may be rejected if they are deemed, in the Company's opinion, to be unsuitable. In such event the Company may charge any additional costs incurred.

6. Prices

6.1 All prices are quoted exclusive of Value Added Tax which shall be payable in accordance with current legislation.

6.2 All prices exclude delivery and installation (unless otherwise specified), which are subject to the additional charges shown in the Contract.

7. Terms of Payment

7.1 The Company shall be entitled to invoice the Customer for the price of the Goods/and or Services on or at any time after delivery of the Goods, or after the Company has notified the Customer that the Goods are ready for collection, or (as the case may be), the Company has tendered delivery of the Goods.

7.2 The Customer shall pay the amounts due at the time(s) stated in the Contract or, if no time is stated, within 30 days from the invoice date of the Company’s invoice for the Goods and or Services

7.3 The Company reserves the right to charge interest on overdue accounts at the rate of 2% per month or part month from the date on which the account becomes due until the date of payment and the Customer shall be responsible on a full indemnity basis for all costs and fees incurred by the Company in enforcing payment of any overdue account.

7.4 The Company reserves the right to suspend performance of any of its obligations under any Contract while a Customer’s account remains overdue for payment.

8. Delivery

8.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that address.

8.2 Any dates quoted for delivery of the Goods or performance of the Services are approximate only and the Company shall not be liable for any delay howsoever caused. Time for delivery and or performance of the services shall not be of the essence of the Contract unless previously agreed by the Company in Writing. The Goods may be delivered and the Service performed by the Company in compliance with the quoted delivery/performance date upon giving reasonable notice to the Customer.

8.3 If the Company fails to deliver the Goods and or provide the Service (or any instalment) for any reason other than for any cause beyond the Company’s reasonable control and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Goods and or Service to replace those not delivered or performed over the price of the Goods/Service.

8.4 If the Customer fails to take delivery of the Goods and/or Services or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may :-

8.4.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

8.4.2 sell the Goods at the best price readily available and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

9. Damage in Transit

9.1 Goods damaged in transit must be reported immediately by signing the delivery note ‘Damaged on arrival’ and returning it to the Company within 5 working days; any damaged Goods must be retained by the Customer for inspection.

9.2 If the delivery note is signed without the comment ‘Damaged on arrival’ the Company cannot be held responsible for damages in transit.

10. Returns

10.1 Goods shall not be returned by the Customer without the prior agreement of the Company, and shall be subject to the returns policy of the Company. In respect of returned Goods, the Company reserves the right to charge a restocking fee of up to 25% of the value of the Goods concerned.

10.2 Any Goods returned in accordance with Condition 9 must be returned unused, in their original undamaged packaging and fit for immediate resale by the Company.

10.3 Non-catalogue products, direct delivery items and customised Goods are non-returnable unless the Company and Supplier/s agree otherwise; in which case special return procedures and administration costs may be negotiated.

10.4 This Condition 9 does not apply to defective or damaged Goods or an over-supply of Goods.

11. Passing of Risk and Property

11.1 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery.

11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full for the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.

11.2.1 Until payment has been made in full the Customer will ensure the Goods are clearly marked as the property of the Company in accordance with these instructions and will store the Goods in such a way as to be readily identifiable from other goods.

11.2.2 Where payment for the Goods has not been made by the due date the Company shall (without prejudice to any other remedy) be entitled to take possession of the Goods and shall be entitled to enter the Customer's premises during normal business hours for such purpose.

11.3 Until such time as ownership of the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored protected and insured and identified as the Company’s property.

11.4 The Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Customer and third parties.

12. Warranty and Limit of Liability

12.1 The Company warrants to the Customer that the Goods:

12.1.1 will be of satisfactory quality

12.1.2 will correspond with the specification to the extent that current printing and digital techniques permit. The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee), if the total price for the Goods and or Services has not been paid by the due date for payment

12.1.3 The above warranty does not extend to artwork, text style or graphics or materials supplied to the Company by the Customer or by a third party on the Customer's behalf

12.2 The Customer should inspect the Goods and Services provided by the Company on receipt. The Customer should report by telephone (and confirm in writing) any defects to the Company within 7 days of receipt. The Company may replace the Goods at its sole discretion. Customers reporting defects beyond the first 7 days shall not receive a replacement product.

12.3 In no event shall the Company’s liability under the Contract exceed the price payable by the Customer to the Company for the Goods and Services supplied.

12.4 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.

12.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.

12.7 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

12.8 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations due to any cause beyond the Company’s control.

13. Cancellation of orders

13.1 Cancellations or deferments of orders are at the discretion of the Company and may be allowed subject to 7 working days notice prior to the due delivery date, such notice to be confirmed in writing immediately. The Company reserves the right to charge any additional costs incurred as a result of the cancellation.

13.2 The Customer may cancel orders for customised Goods but shall make full payment of the quoted price or of the full costs incurred by the Company (if less than the quoted price) at the Company’s discretion.

14. Breach and Insolvency

14.1 Either party shall have the right to terminate the Contract if the other party is in material breach of Contract and does not rectify such breach within 14 days after receiving written notice from the injured party requiring it to do so. Termination shall not affect any other rights of the injured party.

14.2 If the Customer commits an act of bankruptcy or goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a receiver or administrator is appointed over any part of the Customer’s assets or if the Customer suffers the seizure of any property for non-payment of any debt, or the Customer suspends or delays work for a period of 14 days then the Company may immediately terminate the Contract without notice and payments for Goods or Services already rendered or supplied shall immediately become due.

15. Inability to supply

15.1 The Company shall not be liable to the Customer for breach of contract by reason of delay or failure to perform any of the Company’s obligations if the delay or failure is to any extent due to a cause beyond the Company’s control including but not limited to: war, fire, accident, breakdown of plant or machinery, industrial action/dispute (including strikes and lockouts), unavailability of or restrictions on supplies, non-delivery or delay in the delivery of materials or other circumstances (of whatsoever nature not limited to the foregoing) which directly or indirectly interrupt or hinder due performance of the Contract.

16. Force Majeure Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party’s control.

17. Entire Agreement The parties agree that these Conditions (together with any other written terms and conditions expressly referred to and incorporated into the Contract) represent the entire agreement between the parties relating to the sale and purchase of the Goods and or supply of Services and that no other statements or representations made by or on behalf of either party have been relied upon by the other in agreeing to enter into the Contract.

18. General

18.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address may be at the relevant time have been notified pursuant to this provision giving the notice.

18.2 The Company may transfer, assign, hold on trust, license or sub-contract all or any part of its rights or obligations under any Contract.

18.3 Each and every Contract is personal to the Customer and the Customer may not transfer all or any of its rights or obligations under any Contract without the prior written consent of the Company.

18.4 If any provision of the Contract is held by any competent authority invalid or unenforceable in whole or in part the validity of the provisions of the other provisions of the Contract and the remainder of the provision in question shall not be affected. Unless otherwise agreed in writing, the Contract shall be construed and interpreted in accordance with the laws of England.