1.

Conditions Applicable

1.1.

These Conditions shall apply to all contracts for the sale of goods (which expression shall where the context so permits include the supply of services) by Springfield Business Supplies Limited (The Company) to a buyer who is acting in the course of a business (including in the course of any business) to the exclusion of all other terms and conditions.

1.2.

The Company reserves the right to add to, alter, amend or withdraw any of these Terms and Conditions or the Company's Service Guarantee without notice.

1.3.

Orders for goods will only be accepted from Buyers acting in the course of a business and the Company will not accept orders from office supply businesses or other wholesale or retail businesses.

1.4.

Where the Company knows or is made aware or suspects that the Buyer is a dealer in or is a supplier of office supplies or is otherwise engaged in the office supplies business, then the Company will not sell goods to that Buyer and can withdraw from any transaction entered into between the Company and the Buyer and reserves the right to refuse to sell to that Buyer in its sole discretion.

1.5.

All orders for goods until accepted or rejected at its discretion by the Company shall be deemed to be an offer by the Buyer to purchase goods pursuant to these Conditions and all goods are offered subject to availability.

1.6.

Whilst the company has attempted to ensure that the information within its catalogues and other publications is correct at the time of publication they do not form part of any contract for the sale of goods. For technical reasons colour illustrations should be viewed as a guide only.

1.7.

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

1.8.

In these Terms and Conditions 'Working Day' means Monday to Friday in each week except any Bank or Public Holiday in either the Company's place of business or the country of delivery within the UK or such other days when the Company's sales office is closed as notified to the Buyer from time to time.

2.

Orders, Specifications and Returns

2.1.

The Company reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements, or where the goods are to be supplied to the Company's specification which do not materially affect their quality or performance. Whilst the Company will endeavour to supply the product ordered, the Company reserves the right to supply products of a comparable specification without notice and to vary to a reasonable extent the quantities delivered from those ordered to conform with the Company's or its suppliers standard packaging.

2.2.

The goods sold by the Company are at its discretion categorised as: -

         i.            Stock stationery products being stationery products ordinarily held in stock by the Company for direct delivery.

        ii.            Stock Furniture Products - being furniture products ordinarily held in stock by the Company for direct delivery.

     iii.        Non Stock Products - being products not ordinarily held in stock by the Company.
Subject always to the Company's discretion in categorising products, in order to assist the buyer non-stationery products are accompanied in the Company's catalogue by the symbol.
Orders for stock stationery products may be cancelled at any time prior to the despatch of the goods. Orders for other products may only be cancelled with the written agreement of the Company.

3.

Price and Payment

3.1.

The Company's policy is to offer competitive prices wherever possible. The prices quoted in the Company's sales literature are so far as possible the Company's correct selling price. Due however to the ever changing nature of the office supplies market unless otherwise agreed in writing, the Company reserves the right at any time to revise the price of goods without notice to the buyer. The price of the goods shall be the price stipulated in the Company's price list current at the date of despatch of the goods. The Company will however wherever it is practical to do so endeavour to notify price changes prior to their implementation.

3.2.

Prices quoted are except where otherwise stated in writing exclusive of VAT at the rate prevailing on the date of despatch of the goods.

3.3.

The Buyer shall pay the price of the goods within 30 days of the date of the Company's invoice not withstanding that the property in the goods has not passed to the Buyer. The time of payment shall be of the essence of the contract.

3.4.

The Company reserves the right to grant, refuse, withdraw, restrict, alter or cancel credit terms at their sole discretion. The Company, without limitation, thereto reserves the right to refuse or cancel orders for goods where the buyer is or is liable to become in breach of its agreed credit terms.

3.5.

If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Buyer:-

         i.            Interest (both before and after any judgement) on the amount unpaid at  the statutory rate  under the late payment legislation until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

      ii.        An administration fee of £30.00.

4.

Delivery

4.1.

The Company (save where prevented from so doing by adverse weather conditions and subject always to these Terms and Conditions) guarantees to deliver:-

4.11

anywhere in mainland Britain up to the Caledonian Canal not later than 6.00pm on the next working day or;

4.112

above the Caledonian Canal not later than 6.00pm on the next but one working day;

4.113

with the exception of goods to be delivered on a pallet, all accepted orders placed by 5.30pm for stock stationery products where the goods ordered are held in stock and unsold by the Company at the time the order is placed with the Company.

4.12

If the Buyer reasonably (in the opinion of the Company) considers that the Company has failed to honour this guarantee the Company will if the Buyer, within 5 Working Days of the due date of delivery so requests (time being of the essence) complete where necessary the delivery of the undelivered goods and waive the cost to the customer of those goods.

4.13.

The Company's guarantee of delivery is subject to the Buyer providing sufficient accurate information and appropriate facilities to enable the Company to effect delivery of the goods.

5.

Risk and Property

5.1.

Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery.

5.2.

Notwithstanding delivery and the passing of risk in the goods or any other provision of these Conditions, title to the goods or any part thereof shall not pass to the Buyer until:-

5.21.

The Company has received in cash or cleared funds all sums due and payable by it to the Company for the goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due; or

5.22

The Company serves notice in writing on the Buyer specifying that title in the goods or any specified part thereof has passed to the Buyer. Until title to the goods has passed, the Buyer shall possess the goods or any part thereof as a bailee of the Company and shall store the goods or any part thereof separately from other goods so as to ensure that they are clearly identifiable as the property of the Company.

5.3.

The Company shall be entitled to recover the goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby licences the Company, its officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that clause 5.2 hereof is being complied with by the Buyer or recovering any goods in respect of which title has not passed to the Buyer.

5.4.

Until such time as the title to the goods passes to the Buyer, the Buyer shall be entitled to use the goods in the ordinary course of business.

6.

Warranties and Liability

6.1.

The Company will replace products found to be defective on delivery without charge. Goods incorrectly supplied or invoiced as a result of error on the part of the Company will be collected or credited without charge. Any stationery item in its original, undamaged packaging, except special order products, may be returned within 30 days of delivery.

6.2.

Subject to the conditions set out below the Company warrants that all non-consumable goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months.

6.3.

The above warranty is given by the Company subject to the condition that the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the manufacturers' or the Company's instructions (whether oral or in writing), misuse or alteration or repair without the Company's approval.

6.4.

Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

6.5.

Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to repair or replace the goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Buyer the price of the goods (or proportionate part of the price), but the Company shall have no further liability to the Buyer.

6.6.

Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or services or their use or resale by the Buyer.

6.7.

The Buyer agrees that it is best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and that it is reasonable for the Company to sell the goods and fix the purchase price on the basis of the exclusions and limitations of liability which price would be higher were such provisions altered in these conditions and the Buyer agrees that it will be responsible for effecting insurance cover as mentioned above including (but not limited to) any required insurance cover in respect of any loss or damage of whatsoever kind or howsoever caused either by reason of the negligence of the Company or otherwise to premises, plant or to other property and the Company shall have no legal liability in respect of any such loss or damage.

6.8.

The Company shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:-

         i.            Act of God, adverse weather conditions, explosion, flood, tempest, fire or accident.

        ii.            War or threat of war, sabotage, insurrection, civil disturbance or requisition.

      iii.            Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

      iv.            Import or export regulations or embargoes.

        v.            Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party).

      vi.            Difficulties in obtaining raw materials, labour, fuel, parts or machinery.

     vii.            Power failure or breakdown in any vehicle or machinery or any computer malfunction.

   viii.        The imposition of Stopping, Waiting, Parking or similar restrictions which delay or prevent the Company from reasonably affecting delivery of the goods.

7.

General

7.1.

The contract shall be governed by the laws of England.