1. SELLER'S TERMS AND CONDITIONS - ACCEPTANCE

‘ Seller’ shall mean Cole & Son (Wallpapers) Limited, a Company registered in England and Wales under Company Registration number 00335313.

‘Buyer’ shall mean any person, firm or company accepting the Seller's offer ‘Goods’ shall mean any goods, materials or services offered for sale.

No conditions or stipulations in or attached to the Buyer's form of order which are inconsistent with the Seller's terms and conditions of sale or which purport to add to them or modify them in any way, shall have any effect, unless expressly accepted by the Seller in writing. In the absence of acceptance by the Seller in writing of such variations, the Buyer shall be deemed to have withdrawn or waived his said conditions or stipulations and to contract solely on the Seller's terms and conditions of sale. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. Only a director of Cole & Son (Wallpapers) Limited has the authority to vary these terms and conditions of sale.

The Seller's quotation is subject to correction for errors, omissions or adjustments and should not be considered as an offer capable of acceptance by the Buyer and a contract shall not come into existence until the Seller has issued a written acknowledgement of the Buyer's order on its official acknowledgement of order form.

2. AVAILABILITY, SUPPLY AND DELIVERY

Acceptance of the Buyer's order is subject to supplies being available and unsold. The Seller reserves the right to refuse at any time an order for goods or any part thereof to which these conditions apply on grounds of non availability, and the Seller shall incur no liability thereof.

The Seller reserves the right to make delivery (where this forms part of the contract) by instalment unless specified to the contrary in the contract documents and expressly agreed to by the Seller in writing. Where instalment deliveries are made by the Seller, the Buyer shall accept and make payment for the goods on a pro rata basis.

Delivery periods, except where otherwise stipulated, are effective from the date of receipt of the Buyer's official order in writing by the Seller at the address of the Seller's branch which handles the Buyer's account. The Seller will use its best endeavours to comply with dates, periods or schedules quoted to the Buyer for delivery of goods or for the supply of services but no such date, period or schedule shall be contractually binding on the Seller and the Buyer shall have no claim whatever against the Seller in the event of the Seller's failure or inability for whatever reason, to perform the contract by such date or within such period, unless specifically agreed to in writing by the Seller. Delivery periods stated in quotations are those current at date of quotations and are subject to confirmation at the time of order.

3. PRICE

The price charged will be that ruling on the date of despatch and will be subject to the addition of Value Added Tax (‘V.A.T’) at the current rate in force together with any other Government (or other) duty, tax or levy now or at any time in the future hereby applicable. All price lists issued by the Seller are subject to amendment without prior notice to the Buyer. The Buyer is, therefore, advised to ensure that prices are correct before placing a firm order. All prices quoted or agreed by the Seller are dependent upon and liable to variation in accordance with:

1. The performance of or work not expressly covered by the contract specification but necessary for the due provision of the goods and/or services contracted for.
2. Mistakes and/or omissions in the contract specifications provided by the Buyer.
3. Special expedition in the completion of a contract at the request of the Buyer.
4. Other matters of any kind whatsoever outside the control of the Seller.

4. PAYMENTS/SETTLEMENT

Any settlement terms offered by the Seller are subject to the receipt by the Seller of satisfactory credit references from the Buyer. The Seller reserves the right to vary the settlement terms if satisfactory references are not forthcoming and will notify the Buyer of any such variation as soon as is reasonably possible. Payment for the Seller must be received in the form of cleared funds no later than 30 days from the date of invoice. Contract prices, where settlement terms exceed 30 days, shall be subject to interest charges at the rate of four per cent per annum above Barclays Bank Base Rate. In the absence of an agreed credit period the Seller reserves the right pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 to charge interest at 8% above the current Bank of England official dealing rate for late payment after 60 days from the date of invoice.

If the Buyer shall fail to pay to the Seller on the due date any sum to the Seller, or if the Seller considers on reasonable grounds that the Buyer will be unable to pay or be prevented from paying for goods delivered, the Seller may suspend further deliveries, at the Seller's option in writing, require payment in advance for all or any further deliveries, or terminate the contract by written notice to the Buyer, without prejudice to the Seller's rights in respect of goods delivered. In the case of postponement of delivery for any of the foregoing reasons the Buyer shall be liable for any increased costs incurred as a result of any such delay.

If the Buyer being an incorporated company shall have a Receiver appointed, or shall pass a resolution for winding up (other than a winding up for the purposes of or in connection with any amalgamation or reconstruction, the terms of which shall not be unreasonably withheld) or a Court shall make an order to that effect, or not being an incorporated company shall have a Receiving Order made against him or enter into any composition or arrangement with his creditors, then the Seller may, without prejudice to his other rights, terminate the contract by written notice.

The rights given by the above conditions shall be without prejudice to any rights of either party to repudiate the contract under common law. Where the goods are sent by route involving transit by water, the Seller is not required to give any notice to the Buyer to enable the Buyer to insure the goods during such transit.

5. RESALE

The Buyer shall not, without the Seller's prior written permission:

1. Export those goods to which these conditions apply or supply them for export to any territory which is not within the European Economic Community (E.E.C.) or
2. Advertise, canvas or otherwise attempt to sell them in or for export to any territory which is not within the E.E.C. or
3. Sell the said goods to any third party within the United Kingdom whose dealings and other activities relating to the said goods would constitute a breach of paragraph 5.1. hereof if such dealings and other activities had been carried out by the Buyer. In those instances where the Seller has given the Buyer his prior written permission as above in para 5.1, the United Kingdom customers purchasing the Seller's goods for export must furnish proof to the Seller of export within 60 days of taking delivery. Where such evidence is not available, the Seller reserves the right, in accordance with Customs Notice 703 (1975) to charge V.A.T. at the appropriate rate.

The Buyer acknowledges that it is contrary to the marketing strategies of the Seller and would have a detrimental effect if the goods provided to the Buyer under these terms were to be resold by mail order. The Buyer, there¬fore, shall not be involved either directly or indirectly in the provision of such goods by mail order under any circumstances whatsoever and the Buyer shall use its best endeavours to ensure that any third party to whom such goods are resold will not be involved in the provision of the goods by mail order.

6. FRUSTRATION/FORCE MAJEURE

'Event of Force Majeure' means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalization, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; law, judgement, order, decree, embargo, blockade, labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; failure of the transportation of any personnel equipment, machinery supply or material required by the Seller for completion of the contract.

Neither party will be liable for any delay in performing or failure to perform any of its obligations under this agreement caused by events beyond its reasonable control ('Force Majeure Event'). The party claiming the Force Majeure Event will promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
If the party claiming the Force Majeure Event has complied with this clause, its performance under this contract will be suspended for the period that the Force Majeure Event continues and the party will have an extension of time for performance which is reasonable [and in any event equal to the period of delay or stoppage].

As regards such delay or stoppage; any costs arising from the delay or stoppage will be borne by the party incurring those costs; either party may, if the delay or stoppage continues for more than 30 continuous days, terminate this agreement with immediate effect on giving written notice to the other and neither party will be liable to the other for such termination and the party claiming the Force Majeure Event will take all necessary steps to bring that event to a close or to find a solution by which this agreement may be performed despite the Force Majeure. So long as Force Majeure Event continues the Buyer may contract with others for the supply of any items and/or services which the contractor fails to supply in accordance with the terms of this agreement.

7. QUALITY AND FITNESS FOR PURPOSE

Quality:-
Goods supplied are warranted to accord with the contract specification, or it there is no such specification, to be within normal limits of manufactured quality. Except so far as maybe expressly guaranteed in the written terms of the contract between the Seller and the Buyer, or where such exclusion is prevented by law, the Seller makes no representation and gives no warranty excepting that the Seller's adhesives under normal circumstances will give good adhesion and prove suitable for use with the Seller's wall coverings providing the Seller's hanging instructions are followed explicitly, that goods offered or contracted for will be suitable for or capable of use in combination or conjunction with any goods supplied by the Seller or anyone else.
The Seller manufactures hand made wallpapers and fabrics. The use of paper, cotton, linen silk or any other natural, fibre, paint or dye in the production process may lead to slight variation in colour , texture or finish in the goods. Whilst every reasonable effort is made by the Seller to ensure goods are as satisfactory quality and match the contract specification it is not always possible to ensure strict compliance and the Seller can not accept responsibility for any minor defects that goods offered or contracted for will be suitable for or capable of use in combination or conjunction with any goods supplied by the Seller or anyone else.

Purpose:
Illustration and descriptions of goods given in advertisements or printed literature are for information only and shall form no part of the terms of the contract. Any recommendation or suggestion relating to the use of the goods made by the Seller either in technical literature or in response to a specific enquiry or otherwise is given in good faith but it is for the Buyer to satisfy itself of the suitability of the goods for its own purpose save that nothing in these terms shall restrict the Seller's liability for any fraudulent misrepresentation. Accordingly, the Seller gives no warranty as to the satisfactory quality of the goods or the fitness of the goods for any par¬ticular purpose and any implied warranty or condition (statutory or otherwise) is excluded except in so far as law prevents such exclusion.
Weights, dimensions and descriptions of the goods given by the Seller for any purpose are stated in good faith but are approximate only and shall not form part of the contract nor bind the Seller in any way.

Any tests, which under the terms of the contract between the Seller and the Buyer and are to be made on site will be at the Buyer's expense, unless otherwise agreed to in writing by the Seller.
The Seller reserves the right to withdraw or amend the specification of any goods to which these conditions apply without notice to the Buyer.

The Seller's liability in respect of the quality or fitness for purpose of the goods supplied hereunder shall not under any circumstances, save as those permitted by law, extend to the Buyer's loss of profits, increased cost of working or any other consequential or financial losses.

8. OWNERSHIP OF GOODS

The legal and equitable title to the goods supplied under the contract will not pass to the Buyer until the price for the goods under the contract (and any other sums due from the Buyer to the Seller under this or any other contract) have been paid in full and until such payment the Buyer will hold the goods in a fiduciary capacity as bailer for the Seller. Where the goods supplied are resold by the Buyer and at the time of such resale the property in such goods has not passed to the Buyer, the proceeds of such resales (or other assets into which such proceeds have been converted) will be held by the Buyer in the fiduciary capacity on trust for the Seller, and the Buyer will account to the Seller for the same to the extent necessary to pay the Seller for the goods supplied (and any other sums due to the Seller under this or any other contract).

Until such time us the legal and equitable title to the goods supplied has passed to the Buyer or until resale, whichever first happens, the Buyer will store the goods so that they are clearly identifiable as being the Seller's property and will insure the same.

9. NOTIFICATION OF LOSS, DAMAGE TO, OR NON DELIVERY OF GOODS OR PACKAGES AND RETURN OF GOODS

For loss from a package or from an unpacked consignment or damage to any part of a consignment; the Buyer shall advise the carrier and the Seller in writing (otherwise than by writing on the carrier's consignment note or delivery document) within 7 days of the date of delivery of the consignment or part consignment followed by a valued claim in writing within 14 days after the commencement of transit.(In computation of time for the above, Saturday, Sunday and any public holiday shall not be included). The Buyer shall have been deemed to have accepted the goods on expiry of seven days from delivery of the goods to the Buyer except where the Buyer has previously advised otherwise under this clause. No goods may be returned unless authorised by the sales office, who will raise collection documentation.

Goods may only be returned under the following conditions:
1. Advice Note number must be quoted.
2. The goods must be packed in such a way as to arrive back at the Seller's premises.

10. SUBSEQUENT PROCESSES

No liability can be accepted for any goods which have been subjected to any further process or manufacture after they have left the Seller's premises. The Seller shall not be bound in any way by any settlement between the Buyer and a subsequent owner of the goods, nor by any survey or award agreed between the Buyer and a subsequent owner unless the Seller has agreed in writing to be a party to such settlement, survey or award.

11. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

The Intellectual Property includes any patent, trademark, service mark, copyright, design right, moral right, know how or any other form of Intellectual Property whether registered or unregistered existing now or in the future in any format or media whatsoever in all specifications, designs or other written, printed or graphic material supplied or made available for inspection by the Seller and remains the property of the Seller wholly and exclusively. The parties to this agreement will at all times keep confidential information acquired in consequence of this contract, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.

12. ASSIGNABILITY

This contract is made between the Seller and the Buyer as principals and is not assignable by the Buyer without the express written consent of the Seller.

13. CANCELLATION

The Buyer may not cancel any order without the prior written consent of the Seller and then, subject to clause 6, only upon such terms as will in the opinion of the Seller indemnify the Seller against all losses howsoever caused arising out of such cancellation together with any costs and disbursements caused as a direct or foreseeable result of the Buyer's cancellation.

The Seller may cancel any order in exercise of clause 6 or if in the reasonable opinion of the Seller the order can not be completed to the required contract specifications and shall notify the Buyer in writing as soon as it is reasonably possible of any cancellation returning to the Buyer any sums already paid. The Seller shall not be liable to the Buyer for any damages arising out of any such cancellation however caused.

13. THIRD PARTY

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and no person or persons other than the parties to this contract shall have any rights under it, nor shall it be enforceable by any person other than the parties to it under the Act.

14. ENTIRE AGREEMENT

This agreement and the schedules to it shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to and shall supersede any previous agreement(s) between the parties in relation to the matters referred to in this agreement.

15. DISPUTES, ARBITRATION AND GOVERNING LAW

If at any time any questions, disputes or differences whatsoever shall arise between the Buyer and the Seller out of or in relation to or in connection with any contract between the Buyer and the Seller whether during or after completion of the contract, either party may give to the other written notice of the existence of such questions, disputes or differences, and such matter shall be and hereby is referred to the arbitration of the London Court of Arbitration. Such reference shall be deemed to be submission to arbitration within the meaning of the Arbitration Acts of 1950 and 1996 or such statutory modification or re enactment thereof as may be in force.

No payment due by the Buyer to the Seller shall be withheld on account of such pending arbitration. This agreement shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.