Version 2.0- January 2017

WEBSITE TERMS OF USE

This website is owned by Craig & Rose Limited a company incorporated in the United Kingdom under number 09968464 with the registered address of Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL (“CRAIG & ROSE” or the "COMPANY”). Throughout these terms and this website, the terms "WE", "US", "OUR" refer to the Company and any of our affiliated companies (as relevant). Our VAT number is 243830515. As a user of this website (referred to as "YOU" / "YOUR") you should ensure that you read and understand these Website Terms and Conditions before ordering any goods or services via our website. If you use our website, you are agreeing to be bound by the terms listed below and any other laws or regulations which apply to this website.

GENERAL DISCLAIMER

This website has been compiled on the basis of general information current at the time of publication. Changes in circumstances after publication may affect the completeness or accuracy of this information. To the maximum extent permitted by law, we disclaim all liability for any errors or omissions contained in this information or any failure to update or correct this information. It is your responsibility to assess and verify the accuracy, completeness, currency and reliability of the information on this website, and to seek professional advice where necessary.

Nothing contained on this website is to be interpreted as a recommendation to use any product, process or formulation or any information on this website in a manner which infringes the intellectual property rights of any person, company or entity. We make no representations or warranties that use of the information on this website will not infringe such intellectual property rights.

We make no representation that the products displayed on this website are currently available or that their specifications are current and complete. Display of any product does not constitute an offer or undertaking by us.

We make this website and its contents available on an as-is basis. We make no representations or warranties of any kind with respect to this website or its contents. To the maximum extent permitted by law, we disclaim any such representations or warranties as to the security, completeness, accuracy, merchantability or fitness for purpose of this website, including without limitation the information on this website, products referred to on this website and any email correspondence between you and us.

Nothing contained on this website amounts to an invitation to deal in shares or other securities of any entity related to us. Please seek independent professional advice before making a decision to invest in any entity related to us.

INTELLECTUAL PROPERTY STATEMENT

Unless otherwise indicated, all copyright and other intellectual property rights in the website design, text, images, graphics, data, information, logos, and other materials on this website, including the selection and arrangement thereof, and all software relating to this website, belongs to the Company. This copyright is protected by Australian, English and international copyright laws. All trade marks, service marks, trade names, branding and get-up (trade dress) on this website belong to the Company, its related entities or its licensors. The Company, its related entities or its licensors do not give you any licence or right to use them.

Subject to the following paragraph, no material from this website may be copied, reproduced, distributed, modified, uploaded, transmitted, reused, re-posted, published or framed within another website without our prior written permission.

We grant you permission to download a copy of the material on this website in the usual course of operating your web browser, for your personal non-commercial use. You may also print hard copies of the material on this website, provided you retain all copyright and other proprietary notices on that material.

LIMITATION OF LIABILITY

The use or reliance on the information on this website is at your own risk. The Company, its related entities, its directors, employees, shareholders, agents and other representatives will not, under any circumstances, be liable for any injury, loss, damage, claims, expenses, or liabilities whatsoever arising out of or related to the use, or inability to use, the information on this website or provided through this website by email. This limitation of liability includes, but is not limited to, compensatory, direct, incidental, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and third party claims.

To the maximum extent permitted by law, the Company does not accept any responsibility to maintain the material and services made available on this website or to supply any corrections, updates, or releases in connection therewith. Any material on this website is subject to change without notice.

Nothing in these terms operates to limit or exclude liability that cannot by law be limited or excluded. If you are a consumer for the purposes of the law applicable to you, with the consequence that certain guarantees and certain rights and remedies are conferred on you which cannot be excluded, restricted or modified, then to the maximum extent permitted by law (which if you are a consumer may be more favourable to you than the limitations set out below), our liability to you is limited at our option to: (a) in the case of goods: (i) replacement of the goods or the supply of equivalent goods; (ii) repair of the goods; (iii) payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) payment of the cost of having the goods repaired; and (b) in the case of services: (i) resupply of the services; or (ii) payment of the cost of resupplying the services.

If you are acting as a consumer, you may have certain legal rights regarding claims in respect of losses caused by our negligence or failure to carry out our obligations. Nothing in these Website Terms and Conditions is intended to limit your legal rights as a consumer. For further information about your legal rights you can contact your local authority Trading Standards Department.

LINKS

We permit linking to this website, provided that the full html page is loaded. Any such links must not incorporate our trade marks or service marks, and must not be used to disparage or otherwise detrimentally affect the reputation of the Company or its related corporations.

Information on this website may include links to the websites of others outside our network. These links are provided for your convenience only. The inclusion of any link to other websites does not imply endorsement by the Company of third party companies, individuals, products, information, or opinions. We do not warrant that information on any third party websites is free from computer viruses or any defects, errors or infringements of intellectual property rights, nor do we authorise any such infringement by providing these links. We recommend you read the legal and privacy notices of any other websites that you visit.

If this website contains third party advertisements (such as banner ads or referral buttons) which contain embedded links to other sites where goods or services are advertised, the placement of such advertisements on this website does not constitute the recommendation or endorsement by us or any goods or services advertised by the third party. The third party advertiser is solely responsible to you for any representations or offers made by it, and for any goods or services which you agree to purchase or acquire from those third parties.

We disclaim liability for any loss or damage whatsoever arising from your use of links to third party websites.

PRIVACY POLICY

When you use this website our hosting platforms or Internet Service Provider (ISP) may make a record of your visit and log your IP or server address, your domain name, the date, time and duration of your visit, the pages and documents you accessed, the previous site you had accessed (ie, the referring url) and the type of browser you are using. This information is collected for statistical purposes only, and we will not make any attempt to identify users according to their browsing activity. It is also possible that your ISP is logging your activity while you visit our site. This is beyond the control of the Company.

While you are visiting our site we may use cookies to facilitate a more personalised web browsing experience. You may disable cookies in your web browser’s settings. Except where you volunteer personal or business information, we will not procure information about you via any alternative means while you visit our site. While we employ advanced data encryption technology when interfacing with its customers, suppliers and other partners, users should be aware that there is an inherent risk in transmitting any data electronically. This risk is inherent in all Internet dealings.

Any personal information sent to this website is subject to our Privacy Policy and privacy laws. If you do supply personal information, we are required to comply with our Privacy Policy and relevant privacy laws when we collect and use such information. To read our Privacy Policy please CLICK HERE

UNSOLICITED MATERIALS AND IDEAS

It is our policy not to accept information from third parties which is confidential or proprietary. If you wish to retain the confidentiality of your information, do not submit it to us via email or otherwise.

Any non-personal information you submit to us will become our property, and we may use it for any purpose and in any way, including but not limited to, reproduction, disclosure, transmission, publication, and broadcasting or otherwise, without any obligation to reference or compensate you.

We are free to use any unsolicited ideas, artwork, inventions, developments, suggestions or concepts contained in any communication sent to this website by you for any purposes (including but not limited to the developing, manufacturing, advertising and marketing of products), without any obligation to reference or compensate you.

This will apply even if your material includes a statement contrary to these terms of use.

GOVERNING LAW/JURISDICTION

If a dispute arises regarding these terms of use, the laws of England and Wales, will apply. In relation to any such dispute, you agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.

If you access this website in a jurisdiction other than England and Wales, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply.

If the information on this website is translated into or presented in languages other than English, the English version of that information will be authoritative in relation to any disputes regarding its interpretation.

UPDATES TO TERMS

We reserve the right to make any changes and corrections to these terms at any time.

If any provision of these terms is held void, unenforceable or illegal, that provision will be severed, and the remaining provisions will have full force and effect.

WEBSITE TERMS & CONDITIONS OF SALE

WARNING

If you are uncertain as to your rights under these Website Terms and Conditions or you want any explanation about them please contact us at the address and telephone number set out at the end of these Terms and Conditions.

IMPORTANT INFORMATION

CONTRACT TERMS

These terms set out the basis on which we may sell products to you via our website, please read these terms carefully. The Website Terms and Conditions are to be read in conjunction with the Craig & Rose Standard Terms and Conditions of Sale (the “STANDARD TERMS”). If there is an inconsistency between the Standard Terms and the Website Terms and Conditions, the then the Website Terms and Conditions shall prevail to the extent of the inconsistency.

It is our intention that the terms of the contract between us and you are all contained in:

these Website Terms and Conditions;
the Craig & Rose Standard Terms and Conditions of Sale; and
the Craig & Rose Privacy Policy.

We intend that the terms of our contract will also include any special agreed terms that have been subsequently discussed, confirmed and agreed in writing between you and us.

If goods or services ordered via this website are being provided by a third party, that third party's own terms and conditions may also apply to your order. We shall inform you at the time you place your order if third party terms and conditions apply and we shall also make a copy of these terms and conditions available to you at this time.

CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right in our sole discretion to modify, alter or otherwise update these terms and conditions and the content of our web pages (including details of prices, products, services and offers) at any time.

You will be asked to read and accept the terms and conditions each time you place an order, to ensure that you are familiar with the most current ones.

ORDER PROCESS

WHO IS PERMITTED TO PURCHASE GOODS OR SERVICES

You are only permitted to use this website to submit an offer to buy goods or services if you:-

are aged 16 years or older;
are resident within the United Kingdom; and
you have authority to bind any business on whose behalf you use this website (if you are not the consumer of the goods or services ordered).

YOUR OFFER TO PURCHASE GOODS / SERVICES

Nothing on this website is intended to mean that we are making a legally binding offer to you to provide goods or services: instead, we are inviting you to make a legally binding offer to us to purchase goods or services.

Offers can be submitted by completing the online order form on our website and clicking on the "SUBMIT ORDER" button.

ACKNOWLEDGEMENT OF YOUR OFFER

Once you have submitted your offer to us, you should be presented with a confirmation web page which sets out the final details of your offer.

We shall also endeavour to confirm the details of your offer by email within 24 hours. Please note that although this email constitutes notification of receipt of your offer, it does NOTconstitute our acceptance of your offer.

ACCEPTANCE OF YOUR OFFER & FORMATION OF OUR CONTRACT

Unless specifically accepted by us as set out below, we will not be bound by any offers submitted by you via this website.

Our contract with you is formed only when we have accepted your order by:-

delivering the goods or providing the services you have offered to purchase (in which case the date of formation of the contract is the date on which we attempt to deliver the goods or perform the services); or
if earlier, sending you notice of our acceptance by email or by post (in which case the date of formation of our contract is the date shown on that notice of acceptance).

All contracts shall be concluded in the English language.

REJECTION OF YOUR OFFER

It is entirely at our discretion to accept or reject any offer submitted by you. Our acceptance of such offers is always subject to authorisation of your payment details, availability of stock at the stated price and confirmation that you have read and accepted these terms and conditions by checking the "I ACCEPT" checkbox.

If for whatever reason we are unable to accept your order, we shall endeavour to notify you of this promptly and shall provide a full refund of any prepayments made.

DELIVERY OF GOODS / PERFORMANCE OF SERVICES

ADDRESS

Goods or services ordered via this website can only be delivered to or performed at addresses in mainland Scotland, England, Wales or Northern Ireland, being the address provided by you in your offer to purchase goods or services from us. If you require delivery or performance outside the UK mainland, please email us.

All goods must be signed for on delivery, the signatory being either you or another person authorised by you who is aged 16 years or over.

DATE

If we accept your offer to purchase goods or services from us, we shall use reasonable endeavours to deliver the goods or provide the services you have ordered:-

within thirty (30) days after we receive your offer; or
if we agree an alternative later date with you, by that date (provided that the alternative date is not merely declared to be an estimate).

We can only deliver goods to you during normal working hours, on normal working days Monday to Friday (excluding public holidays). We are unable to specify the exact time or period in the day at which the goods will be delivered to you.

DELAY

If we anticipate any delay in delivery or performance, we shall endeavour to notify you of such delay as soon as possible.

If we cannot supply you with the goods or services you have ordered within thirty (30) days after we receive your offer (or by any alternative date we have agreed with you), we shall endeavour to inform you accordingly and you shall have the option of either:-

accepting a later delivery date which we propose to you; or
cancelling your contract with us (or, as appropriate, cancelling your offer) and accepting a refund of any prepayments which you have made.

If we are unable to contact you (or are otherwise unable to ascertain your preference in relation to the above two options) within seven (7) days after the expected delivery date our contract with you shall be treated as cancelled in full.

FAILURE TO ACCEPT GOODS

If delivery of goods ordered by you is not accepted within two weeks of our first attempt to deliver the goods to any specified address, we reserve the right to charge you for any consequential storage costs reasonably incurred by us.

PAYMENT

PAYMENT METHODS

Payment for goods or services ordered is processed using the services of Secure Trading Limited. Payment may be made by any of the methods below and will be debited when we accept your offer, or when we deliver the goods or perform the services ordered by you, whichever is earlier:-

VISA
Mastercard
Delta
Solo
Electron

We will tell you if your payment details cannot be authorised for any reason and may invite you to pay by another method.

PRICE

All prices on this website are quoted in UK pounds Sterling and include VAT where applicable.

DELIVERY CHARGE

In addition to the price of goods, delivery charges may be payable by you. The delivery charge will be that shown on the order form section of our website at the time you place your order.

ERRORS

ERRORS MADE BY US

Please note that colours, sizes, and measurements given on our website are approximate only. Whilst every effort is made to ensure the accuracy of the colour, due to variations in your computer set-up (including screen settings and ambient lighting) variations will occur. Please refer to our colour cards or use paint samples to gain a more accurate colour representation.

While we try to ensure that the descriptions, prices and delivery charges displayed on our website are correct errors may occur. If, prior to delivery to you, we discover an error in relation to goods or services you have ordered, we will inform you as soon as possible and you will then have the option of either:-

confirming your offer to purchase subject to the corrected description, price or delivery charge; or
cancelling your offer to purchase and receiving a full refund of any prepayments.

ERRORS MADE BY YOU

Information that you provide to us by using this website must be accurate and complete. Errors in your offer should be corrected prior to the of our contract. You can correct such error: -

Prior to submitting your offer to us: by re-entering the relevant information in our online order form, using the 'BACK' button where required; or
After you have submitted your offer to us: by contacting us by post, fax or by email, using the contact details provided at the end of these Website Terms and Conditions , prior to acceptance by us of your offer.

CANCELLATION

OUR RIGHT TO CANCEL

The sale and supply of goods and services are always subject to availability of stock, and authorisation of your payment details, so:-

In the event that we are reasonably unable to supply the goods or services which you have ordered due to circumstances beyond our control, we will endeavour to inform you of this as soon as possible and our contract with you will, insofar as it relates to goods or services which we are unable to supply, be treated as cancelled. Any prepayment which you have made will be refunded to you in full.
In the event that your payment is not authorised, we will endeavour to inform you of this as soon as possible and our contract with you will be treated as cancelled.
We may cancel the contract by notice in writing to you if you are in breach of these Website Sale Terms, you become unable to pay your debts when they fall due or proceedings are or are reasonably likely to be commenced by or against you alleging bankruptcy or insolvency or an administrator, receiver or administrative receiver is appointed or is reasonably likely to be appointed over all or part of your undertaking and assets.
Upon cancellation, any money due to us in respect of contract which has been cancelled shall become immediately due and payable and we shall be under no further obligation to supply goods to you, provided that where you have paid for goods in advance of our cancellation of our agreement, we shall, at our discretion, supply those goods to you or cancel the supply of those goods and refund you the price paid for those goods.

YOUR RIGHT TO CANCEL

You have a right to cancel your order for goods or services at any time before the expiry of the "COOLING-OFF PERIOD", which is a period of fourteen (14) working days after the date on which:-

if your order was for goods, you receive the goods; or
if your order was for services , our contract with you is formed (by us accepting your offer in accordance with the 'order process' explained above.)

EXCEPTIONS TO YOUR RIGHT TO CANCEL

You do NOT have a right to cancel your order:-

after the end of the cooling-off period (unless the goods or services provided are faulty, defective or not in accordance with specification); or
if your order is for services and you have agreed to performance of these services before the cooling-off period has ended; or
if your order is for goods which are perishable or, by reason of their nature, cannot be returned; or
if your order is for goods which have been specifically made to your specification, are clearly personalised or are otherwise unique (unless the goods or services provided are faulty or not in accordance with specification).

If, at our sole discretion, we allow you to return unwanted goods which conform to contract after the cooling-off period has ended, we reserve the right to charge you a handling fee based on any consequential costs we incur.

HOW TO EXERCISE YOUR RIGHT TO CANCEL

If you wish to cancel your order, you must notify us (using the contact details provided below) by delivering the notice to us by hand, by post, by fax or by email. If you have placed more than one current order, please specify clearly which order you wish to cancel.

RETURN OF GOODS WHERE YOUR ORDER IS CANCELLED

If you wish to exercise your right to cancel after the goods you have ordered have been delivered, you must arrange for return of the goods to us at your own cost within fourteen (14) working days from the date we receive notice of cancellation from you.

If you fail to return the goods to us within this time, you must, at our request, make the goods available for collection and we reserve the right to charge you the direct cost to us of recovering the goods.

DUTY TO TAKE CARE OF GOODS

You are under a duty to take reasonable care of goods to be returned following cancellation by you. You will be liable for any loss or damage to the goods if you fail in this duty. Without limitation, this duty requires you to ensure that:-

prior to being returned to us, the goods are carefully, safely and securely stored;
goods being returned are packaged in a manner which is adequate for transit, taking into account the nature of the goods being returned and the distance which they are required to travel (please use the original protective packaging if still available: we will not provide additional packaging or boxes); and
(unless we decide to exercise our right to recover the goods from you), the goods are correctly addressed, bear adequate postage and are transported using a reputable carrier so as to ensure that the goods are not lost or damaged in transit.

REFUNDS

If your order is cancelled, we will refund to you any monies paid, using the same method of original payment by you, within fourteen (14) days of us receiving the goods back or you providing satisfactory evidence of having returned the goods to us (whichever is sooner). Where you cancel the entire order, we will also refund the standard delivery charges paid (if any) or an amount equal to those charges if you elect to use a more expensive delivery method.

We reserve the right to deduct from the monies being refunded the direct cost to us of recovering the goods if you fail to return them to us within seven (7) working days from the date we receive notice of cancellation from you. We reserve the right to require proof of identity.

We remind you that your consumer rights are not affected.

DEFECTIVE GOODS

REJECTING DEFECTIVE GOODS

If you wish to reject goods we have provided because you believe them to be faulty, not in accordance with specification, or damaged on delivery, you must inform us within a reasonable period of time and you must make the rejected goods available for collection by our courier at our request.

Where we have provided goods which were faulty, not in accordance with specification, or damaged on delivery, we are usually able to offer a repair (where reasonably possible), replacement or a refund.

If you reject goods which are in every respect what you ordered (being in accordance with specification, and not damaged on delivery) and you are not otherwise entitled to cancel your contract with us, we reserve the right to charge you the direct cost to us of collecting, testing, redelivering and storing the rejected goods.

DUTY TO TAKE CARE OF GOODS

You are under a duty to take reasonable care of goods you are rejecting, irrespective of whether they are faulty, not in accordance with specification, or were damaged on delivery. You will be liable for any loss of damage to the goods if you fail in this duty. Without limitation, this duty requires you to ensure that:-

prior to being returned to us, the goods are carefully, safely and securely stored;
at the time they are made available for collection, the goods are packaged in a manner which is adequate for transit, taking into account the nature of the goods being returned and the distance which they are required to travel (please use the original protective packaging if still available: we will not provide additional packaging or boxes).

LIABILITY

WARNING

This section contains provisions which restrict the extent to which we are liable to you for any loss you may suffer in connection with use of our website and goods and services ordered via this website.

By using this website to place an order for goods or services, you also agree that you will be liable for any loss we (or certain people connected with us) suffer as a result of breach of these terms of use by you or by certain people connected with you.

YOUR AND OUR LIABILITY

Nothing in these Website Terms and Conditions is intended to exclude liability (if any) for personal injury or death resulting from our negligence, for fraud or for any matter which it would be illegal to exclude or to attempt to exclude.

You and we shall only be liable to each other under these Website Terms and Conditions for losses which are a reasonably foreseeable consequence of the relevant breach of contract. Neither you nor we shall be liable to each other under these Website Terms and Conditions for any other loss or damage, subject to the paragraph above.

CIRCUMSTANCES BEYOND OUR CONTROL

We shall be under no liability for any delay or failure to deliver goods or otherwise perform any obligation as specified in these Website Terms and Conditions if the same is wholly or partly caused whether directly or indirectly by circumstances beyond our reasonable control.

NO IMPLIED WARRANTIES

All warranties relating to goods or services ordered via our website which are not expressly stated in these Website Terms and Conditions are hereby excluded to the fullest extent permitted by law.

BUSINESS CUSTOMERS

Where our goods or services are purchased for use in the course of a business:-

we do not accept liability for the fitness of goods for business purposes and we exclude (to the fullest extent permitted by law) those warranties and other implied terms relating to fitness for a particular purpose; and
our total liability to you, in respect of any claim by you arising out of or in connection with the provision of (or the failure to provide) goods or services, shall be limited to the sum paid by you to us for the goods or services which are the subject of the claim, save to the extent to which this provision would exclude or limit our liability for death or personal injury caused by an act or omission of ours.

LIABILITY PASSED FROM US (AND OTHERS) TO YOU

You agree that you shall be liable for any foreseeable and reasonable costs incurred by us in respect of any and all demands, liabilities, losses, costs and claims (including reasonable legal fees incurred in defending any action or otherwise) sustained or incurred by us, our agents, suppliers, customers, officers, or employees, and arising as a result of breach by you of these Website Terms and Conditions.

GENERAL

HEADINGS

The headings are for convenience only and shall not affect the construction or interpretation of these Website Terms and Conditions.

INTERPRETATION

In these Website Terms and Conditions, unless the context otherwise requires:-

the singular shall include the plural and vice versa;
references to persons shall include bodies corporate, unincorporated associations and partnerships; and
words importing the whole shall be treated as including a reference to any part thereof.

WAIVER

Any waiver by either you or us of a breach of any provision of these Website Terms and Conditions shall not be considered as a waiver of any subsequent breach of the same or any other provision of these Website Terms and Conditions.

OUR RELATIONSHIP WITH YOU

You and we are, with respect to one another, independent parties. Nothing in these Website Terms and Conditions is intended to nor shall create any partnership, joint venture or agency.

TRANSFER OF RIGHTS / OBLIGATIONS

We shall be entitled to transfer, sub-licence and/or assign any of our rights and/or obligations under these Website Terms and Conditions. This will not affect your rights under these Website Terms and Conditions.

You may not transfer, sub-licence or assign any of your rights or obligations under these Website Terms and Conditions without our written consent.

SEVERABILITY

Every provision of these Website Terms and Conditions shall be construed separately, applying and surviving even if for any reason any of these provisions is held inapplicable or unenforceable in any circumstances.

GOVERNING LAW/JURISDICTION

If you access this website in a jurisdiction other than England and Wales, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply.

CONTACTING US

QUERIES, COMMENTS AND COMPLAINTS

If there is anything in these terms and conditions which you do not understand or you have any other queries, comments or have a complaint, please contact us. Our contact details are as follows:-

Postal/ business address:
Craig & Rose, The Lighthouse, 368-370 Gray's Inn Road, London, WC1X 8BB

Email address: enquiries@craigandrose.com

Telephone number: +44 (0) 138740011

Fax Number +44 (0) 1383 740 010

ABOUT US

We, Craig & Rose Limited, are a company incorporated in England with registered number 09968464 and having our registered office at Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL, UK.

Our VAT number is 243830515.

CANCELLATION FORM

To: Craig & Rose Limited,

EMAIL ADDRESS: enquiries@craigandrose.com

I/we hereby give notice that I/we cancel my/our contract of sale of the following goods/for the supply of the following

service:

Ordered on/received on:...........................................

Name of consumer(s):..............................................

Address of consumer(s):...........................................

Signature of consumer(s) (only if this form is notified on paper):

..................................................................

Date:.............................................................

WE RECOMMEND THAT YOU PRINT OUT A COPY OF THESE TERMS AND CONDITIONS FOR YOUR FUTURE REFERENCE.

CRAIG & ROSE LIMITED - STANDARD CONDITIONS OF SALE

Version 2.0 - January 2017

WEBSITE TERMS OF SALE

1. DEFINITIONS

In these terms and conditions:

“APPLICABLE CONSUMER LAW” means all Laws applicable to the Buyer and its sale of Goods and/or Services to consumers in the United Kingdom (including, but not limited to, the Consumer Rights Act 2015);

“CONSEQUENTIAL LOSS” means any loss or damage suffered by a party or any other person which is indirect or consequential, or which relates to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity;

“CONTRACT” means the contract for the purchase of Goods consisting of these conditions of sale, any Trading Account Application Form submitted by you and accepted by us (if applicable), the Guarantee and Indemnity, any Trade Card Form submitted by you and accepted by us (if applicable) and the accepted Orders for Goods placed under this Contract (as applicable);

“DEFECT” means a defect, flaw or imperfection in the Goods which prevents the Goods from being used for the purposes intended for such Goods or which makes the use of the Goods dangerous, but does not include anything which has been disclosed by us as a feature or limitation of the Goods prior to the date of purchase, or any defect, flaw or imperfection that is trivial or insubstantial;

“GOODS” means all products and services agreed to be supplied by us to you from time to time under this agreement;

“VAT” means any valued added tax on goods and services and any replacement or similar tax;

“INVOICE” means the invoice issued by us to you setting out the amount to be paid by you for the Goods purchased under this Contract;

“ORDER” means any order for Goods placed by you with us, in whatever form;

“YOU” means the customer specified on the Invoice for Goods purchased under this Contract; and

“WE” or “US” means Craig & Rose Limited a company incorporated in the United Kingdom under number 09968464 with the registered address of Suite 1, 3rd Floor, 11-12 St. James’s Square, London, SW1Y 4LB or such other related entity of Craig & Rose Limited which is specified on the Invoice issued to you in relation to the Goods purchased under this Contract (or otherwise).

2. GENERAL

(a) To the maximum extent permitted by law and subject to sub-clause 2(c), this Contract:

supersedes and excludes all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the Goods including, but not limited to, those relating to the performance of the Goods or the results that ought to be expected from using the Goods; and
overrides any quotes, invoices, accepted or modified Orders and your terms and conditions of purchase (if any), exchanged between the parties whether or not such documents expressly provide that they override this Contract.

(b) Subject to sub-clause 2(c), unless we otherwise agree in writing, this Contract is the only contract which shall apply to all Goods supplied by us to you.

(c) If there is an inconsistency between any other terms agreed by you and us in writing (including those documents referred to in clause 2(a)(ii)) and/or this Contract, this Contract will prevail to the extent of any inconsistency.

3. ORDERS

(a) You may submit any Order for Goods to us from time to time. Unless otherwise agreed, you request that we supply you with the Goods listed in an Order on the terms and conditions set out in this Contract.

(b) We may accept or reject any Order or any variation or modification of an Order requested by you in our sole discretion. Once accepted by us, this Contract will apply to the Goods the subject of the Order.

(c) We may accept or reject any Order cancellation request by you in our sole discretion. If a cancellation request is accepted by us, you will be liable for any direct loss or expense incurred by us in respect of that Order (including, without limitation, payment for any Goods ordered by us from our suppliers relating to that Order).

4. LIABILITY

(a) To the maximum extent permitted by law and subject to clause 4(b):

we exclude all liability for any loss, however caused (including by our negligence), suffered or incurred by you in connection with a breach of this Contract or the supply of the Goods to you in excess of the total value of the Order which is the subject of the claim, whether or not we were aware of the possibility of such loss to you when this Contract was entered into;
other than as set out in this Contract, we exclude all conditions, representations, warranties and guarantees, whether express or implied, by contract, trade or otherwise; and
notwithstanding any other clause of this Contract, we exclude all liability whatsoever to you for any Consequential Loss relating in any way to the supply of Goods to you.

(b) Subject to Applicable Consumer Law, our liability for breach of this Contract is limited to us (at our election):replacing the Goods or supplying equivalent goods;

replacing the Goods or supplying equivalent goods;
repairing the Goods;
paying the cost of replacing the Goods or of acquiring equivalent goods; or
paying the cost of having the Goods repaired.

5. ADVICE

We are under a legal duty to supply goods that are in conformity with this Contract. Except for any guarantees, rights or remedies which cannot be excluded or modified under the Applicable Consumer Law, you hereby acknowledge that you have not relied on any service involving skill or judgment, or on any advice, recommendation, information or assistance provided by us in relation to the Goods or their use or application.

6. DELIVERY

(a) We will make all reasonable efforts to have the Goods delivered to you on the date agreed between the parties as the delivery date. However, time is not of the essence under this Contract and, except where we have an obligation under the Applicable Consumer Law, we shall not be liable for any failure to deliver or delay in delivery for any reason.

(b)We will notify you when the Goods are ready to be delivered to you. If we do not receive forwarding instructions sufficient to enable us to dispatch the Goods to you within 14 days of notification to you that they are ready, you shall be deemed to have taken delivery of the Goods from the date on which they are ready and we can accordingly issue an Invoice to you in respect of such Goods. You shall be liable for storage charges payable in relation to such Goods not delivered monthly on demand by us in accordance with the payment terms set out in clause 12.

7. DEFECTS

(a) You must examine the Goods for Defects upon delivery and notify us of any Defects in writing within 30 days of delivery. Except where Applicable Consumer Law requires, if you do not notify us of any Defects within 30 days of delivery you shall be deemed to have accepted the Goods.

(b) You must preserve any Goods that are found to have a Defect in the state in which they were delivered and allow us (or our nominated agent) access to your premises to inspect the Goods. If we, upon inspection, agree with you that such Goods have a Defect, the remedies set out in clause 4(b) will apply.

8. RISK AND TITLE

(a) Unless otherwise agreed in writing, all risk in and to the Goods purchased shall pass to you when the Goods are loaded at our warehouse for delivery to you. Legal and equitable title in and to the Goods shall not pass to you until payment in full for all Goods, and payment of all other amounts owing to us under any other contract is made.

(b) Our rights under this clause 8 secure:

our right to receive the price of the Goods; and
all other amounts owing to us under any other contract.

(c) We may use money received under this Contract towards paying any part of the purchase price of the Goods, and any part of any other amounts owing to us under any other contract, as we choose, including by paying a later installment before an earlier instalment.

(d) Until full payment in cleared funds is received by us for all Goods supplied by us to you, as well as all other amounts owing to us by you under any other contract:

subject to (b), you shall store the Goods separately and in such a manner that they are clearly identified as our property and ensure that the Goods are properly stored, protected, readily identifiable and insured;
you must not sell the Goods except in the ordinary course of your business;
you hold and agree to hold the proceeds of any sale, lease or other dealing of the Goods for us in a separate bank account with a bank over which you have not given any security;
we shall be entitled at any time until title in and to the Goods passes to us to demand the return of the Goods and shall be entitled without notice to you and without liability to you to enter, or cause our agent to enter, any premises occupied by you (or any other premises where you are holding the Goods) in order to search for and remove the Goods and for this purpose you irrevocably license us to enter such premises (including via our agent) and also indemnify us from and against all loss suffered or incurred by us as a result of exercising our rights under this clause;
you acknowledge and warrant that we have a security interest in the Goods and any proceeds of the Goods until title passes to you in accordance with this clause 8; and
if title in and to the Goods has not passed to you in accordance with this clause 8, your right to sell the Goods shall immediately terminate upon the happening of any of the events stipulated in clause 11(c)(i)-(iv).

9. PRICE

(a) Unless otherwise agreed in writing, the price charged for the Goods shall be the price ruling as determined by us at the date of delivery (plus any VAT payable in accordance with clause 18 of this Contract).

(b) Any price indications or price lists provided by us to you or otherwise made available to you are subject to alteration in accordance with the price ruling at the date of delivery.

10. RESALE OF GOODS

If you resell Goods or services, then you and your contractors must:

(a) provide to the purchaser any instructions or information about the use or care of the Goods or services, information about repairs and any express warranties intended for the purchaser which are provided by us to you for the purpose of being provided to the purchaser;

(b) not make any statement or representation about the goods or services which is not consistent with information provided by us or make any representation on behalf of us;

(d) if you or your contractors also provide related installation or other services, perform those services in accordance with any instructions and guidelines provided by us;

(e) promptly notify us of any claims that the Goods or services do not comply with the mandatory guarantees under Applicable Consumer Law or which involve safety issues or serious injury or death, and then co-operate with us in relation to the handling of those claims;

(f) comply with your obligations under Applicable Consumer Law in relation to mandatory guarantees; and

(g) not tamper with, alter, obscure or remove any trade marks which appear on the Goods or alter the labels or packaging in which they are intended to be offered to purchasers.

You indemnify us against all liability, loss, costs, damages or expense (including legal costs and expenses) incurred or suffered by us on a full compensation basis to the extent that it arises from a breach of this clause 10 by you or your contractors.

11. FORCE MAJEURE

We are not liable for any failure to perform any of our obligations under this Contract as a result of any event beyond our reasonable control including, without limitation, where we are prevented or hindered from manufacturing, delivering or supplying the Goods as a result of any strikes, lockouts or other labour difficulty, inability to obtain any necessary materials, products, equipment, facilities or services from usual suppliers on usual terms, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication network. In such circumstances, we may suspend performance of any obligations under this
Contract while the event continues. We shall not incur any liability to you in respect of such suspension.
If any of the above events occur for more than 30 days, we may, without liability, terminate any affected Order and/or this Contract immediately by notice in writing to you.

12. PAYMENT AND DEFAULT

(a) We will issue each Invoice on delivery of the relevant Goods. Subject to clause 12(c), and unless otherwise agreed in writing by us (including where otherwise identified on any Invoice issued by us), all Invoices shall be payable by you within 30 days of delivery of the Goods.

(b) We reserve the right to charge interest on any overdue amount at a rate of 9% per annum from the due date until payment in full is made.

(c) If: (i) you make defaults on any payments or are unable or state that you are unable to pay your debts as and when they fall due; (ii) you are an individual and you commit an act of bankruptcy or have a controller or trustee appointed in respect of your estate or any part of your property or assets; (iii) you are a company and you pass a resolution for your winding up or enter into liquidation or have an application for winding up filed against you; (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of your property or assets; or (v) you experience any analogous event having substantially similar effect to any of the events specified above, then we may, at our option, withhold further deliveries or cancel any Order without notice to you and without prejudice to any other action or remedy which we have or might otherwise have under this Contract. In such circumstances, all moneys owing and outstanding to us on any Invoice and irrespective of whether the due date on any Invoice has occurred or passed shall become immediately due and payable and additionally, we reserve the right to charge you any and all expenses incurred by us in order to recover the outstanding monies owed to us pursuant to this clause 12(c).

(d) Notwithstanding clause 12(a), we may at all times in our sole and unfettered discretion and without being under any duty or obligation to assign reasons to such discretion, alter or terminate your credit limit or payment terms without notice. Without limiting the generality of the foregoing, our decision shall be final and we accept no liability or responsibility for any loss (including Consequential Loss), howsoever arising, incurred by you due to the operation of this condition.

(e) You agree that you may not make any Invoice related claim against us unless full details of the claim have been provided in writing to us by you within 90 days of the debt the subject of the Invoice related claim becoming due. In the event that you do not make a claim against us for any specific Invoice, as set out in this clause 12(e), you acknowledge and agree that you waive your rights to claim the debt associated with the Invoice from us.

13. RELEASE

Except where legislation which cannot be excluded (such as Applicable Consumer Law) would make this clause 13 illegal, or where the inclusion of this clause 13 would otherwise make us liable to a penalty, you release us from any claim that is made against us for damages or otherwise in respect of any loss, damage, death or injury arising from negligence or otherwise caused directly or indirectly by or arising out of the use or condition of Goods sold to you, except to the extent that such loss, damage, death or injury has been caused by us.

14. GENERAL LIEN

In addition to any right of lien to which we may be entitled under the common law, we shall be entitled to exercise a general lien over all items in our possession belonging to you until you have paid in full for all Goods supplied by us to you in accordance with this Contract and all other amounts owing to us under any other contract. We may in our sole discretion sell any item that is subject to a lien, provided that we shall pay to you any surplus proceeds that are realised by us from a sale of any such items after discharging in full all monies outstanding to us in respect of unpaid Goods, all other amounts owing to us under any other contract and all reasonable costs of sale incurred by us.

15. SEVERANCE

If any provision of this Contract or its application to any person or circumstance is or becomes invalid, illegal or unenforceable the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of this Contract shall not in any way be affected or impaired.

16. VARIATION AND ASSIGNMENT

These terms may be varied and updated by us from time to time. When you offer to purchase Goods from us, you are offering to acquire them on the most up-to-date version of these terms as notified to you by us. You may not assign your rights under this Contract without our prior written consent.

17. GOVERNING LAW

This Contract is governed by the law of England and Wales. You and we submit to the

18. VAT AND OTHER TAXES AND DUTIES

Notwithstanding any other clause in this Contract, to the extent that any supply made under or in connection with this Contract is a taxable supply, you must pay to us, in addition to the consideration provided for under this Contract for that supply (unless it expressly includes VAT) an amount (additional amount) equal to the amount of that consideration multiplied by the rate at which VAT is imposed in respect of the supply. You must pay to us the additional amount at the same time as the consideration to which it is referable. You are responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Goods.

19. VIENNA CONVENTION

The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded.

20. WAIVER

Waiver by us of a breach of this Contractor of any right or power arising on a breach of this Contract must be in writing and signed by us. A right or power created or arising on a breach of this Contract is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any other right or power.

21. NO RIGHT TO OFFSET

No amount owing, whether present or future, actual, contingent or prospective and on any account whatsoever by you to us may be offset against any amount owing whether present, future, actual, contingent or prospective of you to us hereunder or on any other account whatsoever.

22. INTELLECTUAL PROPERTY

The purchase of Goods under this Contract does not confer on you any licence or assignment of any copyright, patent, design or trade mark, or any other intellectual property right (whether registered, registrable or not) that subsists in the Goods.

23. CONFIDENTIALITY

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence of or contents of this Contract) except:

(a) to any person in connection with an exercise of rights or a dealing with rights or obligations under this Contract in connection with preparatory steps such as negotiating with any potential transferee or any other person who is considering contracting with us in connection with this Contract; or

(b) to officers, employees, agents, contractors, legal and other advisers and auditors of any party to this Contract; or

(c) to any party to this Contract or any related entity of any of them, provided the recipient agrees to act consistently with this clause 23; or

(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

(e) any disclosure the disclosing party reasonably believes is required by any law, stock exchange or rating agency.

24. FURTHER ASSURANCES

You agree to do anything we reasonably ask (such as obtaining consents, getting documents completed and signed) to:

(a) ensure that any security interest created under this Contract is enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective; or

(b) enable us to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority we require (including a registration for what whatever collateral class we think fit and you consent to any such registration or notification and agree not to make an amendment demand); or

All costs and expenses arising as a result of actions taken pursuant to this clause 24 will be for your account.

CRAIG & ROSE LIMITED STANDARD CONDITIONS OF PURCHASE

Version 1.0 - January 2017

1. DEFINITIONS

1.1 “Applicable Consumer Law” means all Laws applicable to the Buyer and its sale of Goods and/or Services to consumers in the United Kingdom (including, but not limited to, the Consumer Rights Act 2015).

1.2 “Buyer” means Craig & Rose Limited a company incorporated in the United Kingdom under number 09968464 with the registered address of Suite 1, 3rd Floor, 11-12 St. James’s Square, London, SW1Y 4LB or such other related entity of Craig & Rose Limited which is specified on the Purchase Order issued to you in relation to the Goods purchased under this Contract).

1.3“Confidential Information” means any information relating to the Buyer's business or affairs and includes, without limitation, any:

(a) trade secrets, know-how, scientific and technical information;

(b) product, customer, marketing or pricing information;

(d) any other information which the Buyer notifies the Seller is confidential, which the Buyer has disclosed (or will disclose) to the Seller;

1.4 “Defect” means a defect, flaw or imperfection in the Goods which limits the performance of the Goods, results in the Goods not complying with any specifications advised by the Buyer or provided by the Seller, prevents the Goods from being used for the purposes intended under these conditions or a Purchase Order or which makes the use of the Goods unsafe (and “Defective” has a corresponding meaning).

1.5 “Documents” mean any specifications, commodity codes, plans, drawings, process information, patterns or designs.

1.6 “Goods” means all goods, or products covered by a Purchase Order, including raw materials, processed materials or fabricated products.

1.7 “Insolvent” means in respect of a party, that party:

(a) being a natural person, the person becomes bankrupt; or

(b) being a corporation, takes or has taken against it any action for the winding up of the corporation or the placing of the corporation under external administration or has an administrator or controller appointed over any of its assets.

1.8 “Law” means any legislation, regulation, by-law, order, award, direction and practice or guidance note of any government agency, certificate, licence, consent, permit, approval, qualification, registration, standard and requirement, or any other law from which legal rights and obligations arise.

1.9 “Purchase Order” means the Buyer’s official purchase order form to which these conditions apply, and includes purchase orders, whether delivered by hand, mail or facsimile, and purchase orders issued by means of electronic data transfer or otherwise.

1.10 “Services” means all services covered by a Purchase Order, including services incidental to the provision of Goods.

1.11 “Seller” means the person, firm, partnership, company or other legal entity to whom the Purchase Order is issued and includes the Seller’s servants, agents, officers, directors, subcontractors and employees.

2. ENTIRE AGREEMENT

2.1 Clauses 2.2 and 2.4 are subject to any non-excludable rights under the Applicable Consumer Law.

2.2 These conditions, and any Purchase Order which may apply, represent the entire agreement between the parties and supersede all terms and conditions previously issued by either party, subsequently issued by the Seller or otherwise agreed by either party.

2.3 The Seller will, by accepting a Purchase Order, be bound by that Purchase Order and these conditions.

2.4 These conditions and the Purchase Order (including any conditions set out in the Purchase Order) will apply to the exclusion of all other terms and conditions, whether contained in the Seller’s invoice or conditions of sale or otherwise, unless otherwise directed by the Buyer in writing.

2.5 Where the Seller is certified to ISO9001 or ISO9002, Purchase Orders must be fulfilled in accordance with the terms of that certification.

2.6 If there is an inconsistency between these conditions and a Purchase Order, the terms in the Purchase Order will take priority.

3. RESPONSIBILITY FOR PURCHASE

3.1 The Buyer will not be responsible for any order unless it is issued on a Purchase Order.

3.2 The number appearing on the Purchase Order must be quoted on all invoices, delivery dockets and parcels by the Seller.

3.3 The Buyer makes no representations that it will engage the Seller to supply a minimum volume of Goods.

3.4 The Buyer is not obliged to accept or pay for any Goods or Services in excess of those specified in the Purchase Order.

3.5 The Buyer reserves the right to acquire similar goods or services to the Goods or Services from any other source.

4. VARIATION

4.1 No variation of a Purchase Order by the Seller will be effective unless approved in writing by the Buyer and issued as a revision of the Purchase Order, or otherwise recorded in writing by the Buyer.

5. SELLER’S WARRANTIES

5.1 The Seller warrants that any Goods provided: (a) conform with the description and performance criteria provided by the Seller; (b) conform with any applicable specifications agreed by the Buyer and the Seller; (c) are of acceptable quality and condition and are fit for the purpose for which they are sold and any other purpose which the Buyer made known to the Seller before issuing a Purchase Order for the Goods; (d) are free from Defects in material, workmanship and design; (e) are new (unless otherwise specified); (f) are free from all security interests, liens and encumbrances and the Seller has full title and ownership to sell such Goods; (g) comply with any samples provided by the Seller to the Buyer, including any previous deliveries; (h) comply with all relevant Laws and industry standards; (i) comply with the relevant Purchase Order; (j) do not breach any third party rights, including intellectual property rights, of any other party; and (k) are safe and are properly and safely packed and labeled.

5.2 If Services are provided, the Seller warrants that those Services are provided: (a) with due care and skill using that standard of diligence that would reasonably be expected from a prudent, expert and experienced provider of such Services; and (b) using appropriately qualified and trained personnel.

5.3 These warranties are in addition to any other warranties or guarantees implied or provided by Law (including Applicable Consumer Law), or any policies or procedures of the Buyer as notified to the Seller from time to time.

5.4 The Seller must pass on to the Buyer any manufacturers’ warranty where Goods are manufactured by a third party.

5.5 The Seller acknowledges that the Buyer has entered into these conditions in reliance on the warranties given by the Seller.

6. LIABILITY

6.1 The Seller is liable for, and hereby indemnifies the Buyer against, any loss, damage, expense, claim or liability of any kind suffered or incurred by the Buyer to the Goods or Services, these conditions or a Purchase Order, except to the extent the loss or damage is caused by the Buyer.

6.2 The Seller acknowledges that it is not necessary for the Buyer to incur an expense or make a payment before enforcing any right of indemnity conferred by these conditions or to mitigate its loss.

7. DEFECTS

7.1 In addition to clause 6.1 and subject to applicable Law, at the Seller’s expense, the Seller must repair, replace or pay the cost of repairing or replacing, at the Buyer’s option, all Goods which are or become Defective or that are found to be non-compliant with a Purchase Order or these conditions, within 30 days of notification of such a Defect from the Buyer. Such repairs or replacements will be subject to these conditions. The Seller must re-perform, at the Buyer’s option, all Services which do not comply with clause 5.2 within 30 days of notification of such non compliance from the Buyer. The Buyer may arrange for the performance of the above actions at the Seller’s cost if these conditions are not complied with within a reasonable period of time, and can set-off any costs incurred against amounts payable to the Seller under these conditions or a Purchase Order.

7.2 The Seller must reimburse the Buyer for any costs incurred by the Buyer in connection with clause 7.1 that the Buyer may suffer.

8. DELIVERY/PERFORMANCE

8.1 The Seller must deliver the Goods on the date and place of delivery specified in the Purchase Order and the Seller must perform the Services as specified in the Purchase Order unless otherwise agreed between the Buyer and the Seller.

8.2 Time is of the essence in relation to the obligations of the Seller. If any Goods are not delivered or Services performed within the time specified in the Purchase Order, the Buyer may either: (a) refuse to accept such Goods or Services and terminate the Purchase Order; or (b) cause the Seller to deliver the Goods or perform the Services by the most expeditious means, in which case any additional delivery or other charges in excess of those which would apply for the usual means must be borne by the Seller.

8.3 If any Goods are not delivered to the place specified in the Purchase Order or otherwise agreed between the Buyer and the Seller, the Seller will be responsible for any additional expense incurred in delivering them to their correct destination.

8.4 The Seller must notify the Buyer as soon as it becomes aware of any anticipated delay or failure in the supply of the Goods or Services.

9. TITLE AND RISK

9.1 Title to and risk of loss in the Goods will pass to the Buyer upon delivery to the Buyer in accordance with clause 8 but without prejudice to any right of rejection or other rights which may accrue to the Buyer hereunder.

9.2 The Seller acknowledges that the sale of the Goods or provision of Services to the Buyer is in the Seller’s ordinary course of business.

10. INSPECTION

10.1 The Seller acknowledges that the Buyer is not required to conduct any inspection or testing of the Goods prior to use and the Seller waives any right to require the Buyer to conduct an inspection of the Goods on or after delivery.

10.2 Subject to clause 10.1, the Seller agrees that in addition to any other rights of the Buyer under these conditions and at Law, the Buyer or its agents, officers, directors, subcontractors and employees may elect at any time to inspect all Services performed by the Seller pursuant to a Purchase Order (including any Goods) while in any stage of engineering, manufacture or installation. The Seller irrevocably licenses the Buyer to enter its premises to exercise its rights under this clause 10.2 and indemnifies the Buyer from and against all loss suffered or incurred by the Buyer, however caused, as a result of exercising its rights under this clause 10.2. The Seller must make this a condition of any subcontracted work.

10.3 In addition to the Buyer’s rights set out in clause 10.2, prior to dispatch, the Buyer and its agents, officers, directors, subcontractors, contractors and employees may reject any Services performed or being performed or any Goods that do not conform to a Purchase Order or these conditions, whereupon the Services or Goods rejected must be re-performed by the Seller at no additional cost to the Buyer. Any inspection pursuant to clause 10.2 and any rejection pursuant to clause 10.2 will not relieve the Seller of its obligations under a Purchase Order, these conditions, or at Law, and will be in addition to the Buyer’s right to seek payment from the Seller for any amounts that the Buyer incurs as a result of any delay caused by such non-conformance.

11. PRICE

11.1 Unless otherwise agreed in writing by the Buyer, the purchase price of the Goods or Services in respect of a Purchase Order will be fixed at the price specified in the relevant Purchase Order at the time that the Purchase Order is issued by the Buyer to the Seller.

11.2 Where the Buyer has received a fixed price for particular Goods or Services in the past, the Seller must not increase the price in any subsequent Purchase Orders unless the Seller provides the Buyer with prior written notice of such price increase including justification for the increase. Such notice must be provided at least 30 days prior to a Purchase Order being issued by the Buyer, otherwise the previous fixed price will apply to the Goods subject to that Purchase Order.

11.3 The purchase price specified in the Purchase Order will be subject to DDP (Delivery Duty Paid) (Incoterms 2000) unless otherwise agreed by the Buyer and recorded on the Purchase Order. The Seller is liable for all charges, including, without limitation, duty, taxes, freight, packaging, insurance and delivery in relation to the Goods. No additional amount will be payable by the Buyer.

12. TERMS OF PAYMENT

12.1 The Supplier must provide the Buyer with an invoice on or within 14 days after delivery of the Goods or performance of the Services.

12.2 The terms of payment, unless otherwise stated on the Purchase Order, are 62 days from the completion of the month of invoice. The Buyer reserves the right to set-off any amount owing under any Purchase Order against any amount due from the Seller to the Buyer for any reason whatsoever.

12.3 If there is a dispute about an invoiced amount, the Buyer may withhold the disputed portion of the invoice until the dispute is resolved.

12.4 If requested by the Buyer, at the time of submitting an invoice to the Buyer under clause 12.1 the Seller must certify to the Buyer that:

(a) it has paid all wages and allowances owing to any of its subcontractors, contractors and employees in respect of the Goods invoiced;

(b) it has paid all amounts due to any person, including any relevant government taxes, levies or charges in respect of the Goods invoiced which it has subcontracted under these conditions; and

12.5 The Buyer may require that any certification provided by the Seller under clause 12.4 is confirmed by a statutory declaration to the same effect by a person authorised to make such a declaration prior to the making of any payment to the Seller under these conditions. If the Buyer reasonably believes that the Seller has failed to make the payments required under clause 12.4, the Buyer may deduct such amounts owing from any payments due to the Seller under any Purchase Order.

12.6 The Seller agrees that it may not make any invoice related claim against the Buyer unless full details of the claim have been provided in writing to the Buyer by the Seller within 90 days of the debt the subject of the invoice related claim becoming due. In the event that the Seller does not make a claim against the Buyer for any specific invoice, as set out in this clause 12.6, the Seller acknowledges and agrees that the Seller waives its right to claim the debt associated with that invoice from the Buyer.

13. SUB-CONTRACTING AND ASSIGNMENT

13.1 The Seller must not assign its rights under these conditions or sub-contract any work to be performed pursuant to a Purchase Order without the prior written consent of the Buyer.

13.2 Where the Buyer consents to a subcontracting arrangement, the Seller is liable to the Buyer for any act or omission, default or negligence of any subcontractor or any employee or agent of the subcontractor as if it were the act, omission, default or negligence of the Seller.

13.3 The Buyer’s consent to the Seller sub-contracting any work to be performed pursuant to a Purchase Order will not relieve the Seller of its responsibility for the whole of the work to be performed pursuant to the Purchase Order or of any obligations contained in the Purchase Order or at Law.

13.4 Where the Buyer has consented to a sub-contracting arrangement, copies of each sub-order must be sent by the Seller to the Buyer immediately after they are issued and the Buyer reserves the right to inspect all sub-contracted work at any time.

14. PACKAGING, STORAGE AND HAZARDOUS GOODS

14.1 The Goods must be properly packed to avoid being damaged during delivery or loading and unloading. All packages must be clearly marked with the Purchase Order number and the location of delivery.

14.2 The Seller must comply with all applicable Laws, regulations and other relevant requirements relating to the transport, packaging, storage, handling and use of the Goods including ensuring that all plastic packaging provided by the Seller to the Buyer pursuant to these terms display the appropriate plastics identifier code for identification and recycling purposes.

14.3 All Goods which are hazardous chemicals in accordance with the Globally Harmonised System of Classification and Labelling Chemicals (“GHS”) or dangerous goods must be marked by the Seller with international hazard pictograms or danger symbol(s) and display the name of the material in English. Delivery and other documents must include disclosures of the hazard(s) and name of the material in English. Goods must be accompanied by emergency material in English in the form of written instructions, labels or markings and Safety Data Sheets (“SDS”) in accordance with GHS requirements.

14.4 All information held by or available to the Seller regarding any potential risks or hazards known or believed to exist where the Goods are transported, packaged, stored, handled or used must be immediately communicated to the Buyer in English, and in any event communicated before the Goods are delivered.

14.5 The Seller must pack the Goods safely and in accordance with any packaging requirements or specifications that the Buyer approves.

14.6 Where required by the Buyer or at Law, the Seller must provide all necessary Certificates of Conformance, Certificates of Analysis and Test Certificates or other documents together with the Goods delivered pursuant to the Purchase Order.

15. INSURANCE

15.1 The Seller must maintain, at its cost, adequate insurance including, without limitation, public liability, professional indemnity (where applicable), workers compensation (including common law liability), automotive and all other means of transportation/freight liability insurance and product damage insurance upon such terms and for such amounts as a reasonable manufacturer/supplier in the position of the Seller would have (or as otherwise directed by the Buyer).

15.2 The Seller must provide to the Buyer, upon reasonable request, evidence of the currency of the insurance policies it is required to maintain under this clause 15.

15.3 Without prejudice to any other rights it may have under these conditions, if the Seller fails to comply with this clause, the Buyer may: (a) refuse to make payments owed to the Seller under these conditions or a Purchase Order until the Seller takes out adequate insurance policies as required by this clause 15; or (b) take out and maintain any policies of insurance required by this clause 15 and, at its option, set off payment of any invoice against the expenses incurred in taking out such policies of insurance on behalf of the Seller or recover the expenses as a debt payable by the Seller on demand.

15.4 The Seller must ensure that any subcontractor engaged by the Seller effects and maintains the insurances in accordance with this clause 15 and must ensure that its subcontractors comply with all relevant Laws concerning insurance cover for liabilities in relation to employees and subcontractors.

16. BUYER’S RIGHTS IN SPECIFICATIONS, PLANS, PROCESS INFORMATION, ETC

16.1 Any Documents supplied by the Buyer to the Seller in connection with a Purchase Order or these conditions, including any intellectual property rights in the same, will remain the property of the Buyer.

16.2 The Seller must keep any confidential information of the Buyer, including any Documents and any information otherwise communicated to the Seller in connection with a Purchase Order or these conditions, confidential and must not, without the written consent of the Buyer, disclose such information to any third party, or make use of such information except for the purpose of implementing a Purchase Order.

16.3 Any Documents supplied by the Buyer to the Seller must be returned to the Buyer immediately upon request by the Buyer. Any invention, improvement or modification made by the Seller which relates to or is connected with such Documents (including any intellectual property rights in the same) will be the property of the Buyer.

16.4 The Seller grants, or must procure the granting to the Buyer of, a perpetual, irrevocable, non-exclusive, royalty-free transferable licence to use any intellectual property rights owned or used by the Seller for the purposes of the Goods or Services, such that the Buyer can enjoy the benefits of such Goods or Services.

17. ENTRY ON THE BUYER’S SITE

17.1 Should a Purchase Order require the Seller to deliver Goods or otherwise carry out any Services on a site of the Buyer, the Seller must, and procure that all of its employees, agents, officers, contractors and subcontractors, comply with the conditions of the Purchase Order, any conditions imposed by Law, all safety, health and environment policies and site rules (including in relation to the wearing of personal protective equipment) which are notified by the Buyer to the Seller from time to time, and otherwise obey all instructions of the Buyer.

17.2 The Seller must not, in delivering the Goods or performing the Services, disrupt any activities at the Buyer’s site.

18. APPLICABLE LAW

These conditions and any Purchase Order will be governed by, subject to and construed in accordance with the Laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

19. GOODS & SERVICES TAX

19.1 Where value added tax ('VAT') applies to any supply made under these conditions or a Purchase Order, the supplying party may recover from the receiving party an additional amount on account of VAT to the extent to which VAT is not already included in the price.

19.2 If an amount in respect of VAT is included in the total amount payable by the receiving party, the supplying party will, at the time of making the supply, or any other time as agreed, issue to the receiving party a 'tax invoice' in the form prescribed by any relevant Law or regulation.

19.3 Where, in conjunction with the introduction of a VAT or any subsequent change to VAT, there is a reduction in or abolition of any then-existing taxes, fees, withholdings, imposts, levies, duties or other charges of any nature whatsoever, other than income tax payable by the Seller ('Taxes'), the consideration (excluding any VAT) payable by the receiving party for a supply will be reduced by the same proportion as the actual total supply costs of the supplying party are reduced as a consequence of that reduction or abolition of those Taxes.

19.4 If there is any amendment to the Law or any other change in circumstances which affects or may affect the calculation of VAT on a supply contemplated by this contract or the amount of VAT paid or payable by the supplying party in respect of any supply made under this contract, the amount recoverable by the supplying party on account of the VAT will be adjusted accordingly.

20. QUANTITY REQUIREMENTS

20.1 The Buyer may provide to the Seller upon request a forecast of its requirements based on current sales forecasts of Goods that the Buyer classifies as standard stock items, but not including made to order products. Any forecast provided by the Buyer under this clause is a good faith estimate only and will not be binding on the Buyer.

20.2 The Seller must hold specifically for the Buyer a sufficient minimum stock level of Goods to meet such forecasts and also to provide for unforeseen demand and shipment delays. For imported Goods, stock levels equivalent to the next 3 months forecast requirements will be regarded as sufficient cover unless otherwise agreed and noted on the Purchase Order.

20.3 The Buyer will endeavour to advise the Seller of substantial changes in its requirements for Goods. The Seller is required to monitor monthly take-up of Goods by the Buyer and review with the Buyer any abnormal demand patterns for possible corrective action.

20.4 The Seller must advise the Buyer when the actual stockholding falls below any minimum level agreed to be provided by the Seller, or the level necessary to maintain continuous supply to the Buyer at a rate similar to that in preceding months.

21. QUALITY REQUIREMENTS

21.1 The Seller is responsible for the Goods and must ensure that the Goods comply with these conditions and any Purchase Order. The Seller must maintain effective control of the quality of the Goods, provide appropriate test facilities, perform all examinations and tests to demonstrate compliance with the Buyer’s specification requirements, a Purchase Order and these conditions, keep appropriate records and only supply Goods that conform to these requirements. If at any time changes occur to the Seller’s, or any of its subcontractors’, process or plant the Buyer must be promptly informed.

21.2 Where required on a Purchase Order, or as otherwise advised by the Buyer, the Seller must provide test reports or certificates of analysis, preferably endorsed by National Association Testing Authorities or an international equivalent body, for each batch / lot of Goods showing the Seller’s and/or third party manufacturer’s names, the Goods’ name and grade designation, batch/lot numbers, agreed specification reference, specification limits, test results, details required by the Buyers approved concession if any and an authorising signature and date.

21.3 Individual packages (units, drums, bags, etc) must be clearly marked with the Seller’s or the third party manufacturer’s name, Goods’ name and grade, batch / lot number and quantity (volume or weight). The external wrapping and a representative number of individual packages must also be marked with the Buyer’s material (key) number, and any details required by a Buyer approved concession. The external wrapping of Goods delivered to the Buyer's site must bear a label with the Good barcode. Goods are to be supplied to within 1% tolerance of the stated volume or weight set out on a Purchase Order. Goods which are not supplied within this tolerance level will be treated as non-conforming Goods in accordance with clause 7 of these conditions.

21.4 The Seller must supply the Goods in accordance with the Buyer’s requirements and specifications, and no changes to specifications or component parts are permitted without prior written approval from the Buyer.

21.5 The Seller must implement a procedure, to the satisfaction of Buyer, for the traceability of its Goods by the allocation of recorded batch / lot numbers. Where possible, all Goods in the one delivery are to be supplied from one batch or lot. Where this is not possible, the Seller must state ‘Mixed Batches’ on the delivery documentation, unless otherwise agreed by the Buyer.

21.6 In addition to the Buyer’s rights under clause 10, the Seller must also provide reasonable access to the Seller’s or its subcontractors’ premises to enable the Buyer to conduct audits to evaluate quality systems, products, or compliance with statutory or Buyer and Seller agreed requirements.

21.7 Upon request by the Buyer, the Seller must submit samples of packaged Goods for testing by the Buyer and/or supply inspection and test results to the Buyer.

21.8 Wherever possible, the quantity of Goods packed must be determined by weight analysis and not by volume analysis. The Buyer must specify the weight per litre for each batch (where applicable) in the Purchase Order. Weighing plans must be by agreement with the Buyer.

21.9 A fill volume audit must be performed by the Seller by checking the weight / volume of the Goods. The average weight / volume of the samples must be greater than the stated weight / volume. Records must be kept of this audit.

22. SAFETY, HEALTH & ENVIRONMENT REQUIREMENTS

22.1 The Seller must ensure that the Goods or Services are sourced, manufactured and supplied safely and without risks to the health of any person. The Seller shall be solely responsible for any liability howsoever arising in connection with any failure to protect the safety of those people affected by its operations and the environment

22.2 The Seller must take all reasonably practicable steps to assist the Buyer in meeting its obligations under any applicable Laws (including occupational health and safety related Laws) associated with the Goods.

22.3 The Seller must ensure that prior to the provision of Services, it undertakes an assessment of the risks associated with the provision of the Services and identifies and implements appropriate measures to control all such risks. Details of the risk assessment and evidence of implementation of adequate risk control measures must be provided to the Buyer upon any reasonable request.

22.4 The Seller comply with applicable Laws, regulations and internationally accepted standards, including relevant International Labour Organization (ILO) Conventions and UN Global Compact Principles covering environment, labour, human rights and anti-corruption.

22.5 The Seller must advise the Buyer if Goods contain any Substance of Very High Concern (SVHC) as listed on the European Chemicals Agency REACH Candidate, Restricted or Authorisation lists. Upon request by the Buyer, the Supplier must advise whether specific hazardous chemicals are known to be present in Goods above a nominated threshold level.

22.6 The Seller must ensure that the Goods can be safely handled when received by the Buyer.

22.7 Whenever specified, raw materials and packaging must meet the minimum conductivity (anti-static) requirements as specified by Buyer. The Buyer may request testing of the potential static hazards of packaging to be conducted by the Seller to determine safe handling practices.

22.8 Whenever there are changes to the Goods, or the packaging, that may affect the health and safety of the Buyer’s employees or customers or on any environment requirements, the Seller must promptly supply a new SDS to the Buyer even if the Goods have already been provided by the Seller.

22.9 Variations in requirements for individual pack sizes may be requested by the Buyer. The details of such changes will be set out in the Purchase Order or otherwise notified to the Seller in writing.

22.8 The Seller must immediately notify the Buyer of any significant health, safety or environmental incidents or non-conformances occurring during the supply of Goods or Services.

23. CANCELLATION OF PURCHASE ORDER

23.1 The Buyer may immediately terminate a Purchase Order by written notice to the Seller if the Seller:

(a) breaches these conditions in a material respect and, in the reasonable opinion of the Buyer, the breach:

(i) cannot be remedied; or

(ii) can be remedied, but is not remedied by the Seller within five business days after the Buyer gives the Seller notice of the breach; or

(b) becomes Insolvent.

23.2 On termination of a Purchase Order pursuant to clause 23.1:

(a) the Seller must stop working on any incomplete or undelivered Goods or Services;

(b) if requested by the Buyer, deliver to the Buyer all completed Goods which conform with these conditions;

(d) the Seller’s sole and exclusive right in respect of the termination is limited to the payment of the price for any Goods or Services which have been completed in accordance with these conditions and provided to the Buyer up to the date of termination or in accordance with clause 23.2(b).

24. CONFIDENTIALITY

24.1 Subject to clause 24.2, the Seller must not disclose Confidential Information without the prior consent of the Buyer.

24.2 The Seller may disclose Confidential Information which;

(a) at the time of disclosure is in the public domain, but not as result of a breach of clause 24.1;

(b) is required to be disclosed for the purpose of performing its obligations under these conditions; or

24.3 The Seller must procure confidentiality undertakings (on terms satisfactory to the Buyer) from any disclosee in relation to any further disclosure of Confidential Information.

24.4 The Seller must return any Confidential Information to the Buyer on demand.

25 ANTI-BRIBERY, CORRUPTION AND FRAUD

25.1 The Seller must:

(a) at all times comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and improper payments including but not limited to the Criminal Code Act 1995(Cth) (Australia), the Foreign Corrupt Practices Act 1977 (US) and the Bribery Act 2010 (UK) (the Relevant Requirements);

(b) not give or offer to give, receive, or agree to accept, any payment, gift or other benefit or advantage which violates a Relevant Requirement;

(c) have and maintain in place is own policies and procedures to ensure compliance with the Relevant Requirements, and enforce them where appropriate;

(d) not prepare, approve or execute any contract or other document or make any record in connection with a Purchase Order that the Seller knows, or ought reasonable to know, is false, inaccurate or misleading;

(e) promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with a Purchase Order which will or may be in breach of the Relevant Requirements; and

(f) procure, and shall be responsible for, the observance and performance of the Relevant Requirements by all persons performing services or providing goods in connection with a Purchase Order on behalf of the Seller or under its supervision of control.

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CRAIG & ROSE LIMITED - STANDARD CONDITIONS OF SALE

WEBSITE TERMS OF SALE

CRAIG & ROSE LIMITED STANDARD CONDITIONS OF PURCHASE

1. DEFINITIONS

2. ENTIRE AGREEMENT

3. RESPONSIBILITY FOR PURCHASE

4. VARIATION

5. SELLER’S WARRANTIES

6. LIABILITY

7. DEFECTS

8. DELIVERY/PERFORMANCE

9. TITLE AND RISK

10. INSPECTION

11. PRICE

12. TERMS OF PAYMENT

13. SUB-CONTRACTING AND ASSIGNMENT

14. PACKAGING, STORAGE AND HAZARDOUS GOODS

15. INSURANCE

16. BUYER’S RIGHTS IN SPECIFICATIONS, PLANS, PROCESS INFORMATION, ETC

17. ENTRY ON THE BUYER’S SITE

18. APPLICABLE LAW

19. GOODS & SERVICES TAX

20. QUANTITY REQUIREMENTS

21. QUALITY REQUIREMENTS

22. SAFETY, HEALTH & ENVIRONMENT REQUIREMENTS

23. CANCELLATION OF PURCHASE ORDER

24. CONFIDENTIALITY

25 ANTI-BRIBERY, CORRUPTION AND FRAUD

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