FLEUROLOGY Giftware TERMS & CONDITIONS OF SALE 1. GENERAL These Terms and Conditions form part of all contracts for the supply of goods (“the Goods”) by WWRD United Kingdom or WWRD Ireland Limited (“Us” or “We”) to any buyer (“You”). By placing an order with us You accept that these Terms and Conditions prevail over and exclude all other terms and conditions unless specifically agreed in writing by Us and any conditions or stipulations to the contrary are hereby excluded. These Conditions form part of all contracts for the supply of goods (“the Goods”) by WWRD United Kingdom, Ltd (“Us” or “We”) to any buyer (“You”) and We do not agree to any oral or written terms or conditions submitted by You unless We expressly agree in writing to accept a variation of these conditions. 2. ACCEPTANCE OF ORDERS If We give You a quotation this does not mean We are obliged to accept an order from You. An order for the Goods whether written, oral or transmitted by electronic or other means (including via the Internet) will only be binding on Us once We have accepted it and it will be subject to these Terms and Conditions. 3. CANCELLATION OF ORDERS/RETURNS (i) We reserve the right to refuse any cancellation or purported cancellation of orders where the Goods are ready for dispatch or in the process of being made. (ii) If You are in breach of any of your obligations under any contract between Us and You or if any distress or execution is levied on your property or We have serious doubts about your solvency or creditworthiness then We may (without prejudice to any other right We may have) write to You to bring to an end or to suspend wholly or in part any contract between Us and You. 4. DELIVERY (i) Delivery estimates are given in good faith and We will make every effort to adhere to them but We do not guarantee them and do not accept liability for any loss arising from delay in delivery. (ii) Unless otherwise previously agreed, where the Goods are for the delivery in Great Britain (mainland), delivery occurs at Your premises in Great Britain (mainland). In all other cases unless otherwise agreed delivery occurs “Ex Works” (Incoterms 2000) which at our option will be either our factory or our UK Distribution Centre. (iii) We reserve the right to deliver against any order for non- standard patterns or designs an excess or shortage up to 10% of the quantity of the Goods ordered. The Goods invoiced will be the quantity actually delivered. (iv) We reserve the right to charge carriage for orders that have a ow net sales value. You will be notified at the time of acceptance of your order if this charge is applicable and the amount of ­ the charge. (v) The Goods will be dispatched by post only when it is economic for Us to do so or when special instructions to do so are received from You. Accordingly, You must issue clear instructions if special arrangements are to be made. A surcharge will be made for all small packages dispatched and for all parcels posted at your request. 5. PRICES (i) Prices are subject to change and the actual price to be paid by You will be the price, which is current at the time when the Goods are invoiced. (ii) If We agree to special requests from You relating to the method of packing or the type of delivery You will be charged for any extra costs which We incur. We will notify You at the time of accepting your order of the amount of any such charge. 6. PAYMENT (i) All payments must be made, in the currency stated in the invoice, within thirty (30) days of the date of the invoice, except that payment must be made immediately if any of the events referred to in condition 3 (ii) above happens. (ii) It is an essential condition of our agreement to supply You that You will pay on time. If you fail to do so We are entitled without any liability whatsoever to treat as at an end any other outstanding contract then existing between Us and You. This means that We are not obliged to make any further supplies ­ even if We have already accepted your order. (iii) Without prejudice to any other rights We may have, We may charge You interest (both before and after any judgment) on the overdue amount from the due date until the date of payment at the rate of 8% per annum above Bank of England base rate from time to time, (a part of a month being treated as a full month for the purpose of calculating interest). (iv) All payments that We receive will first be used in settlement of accounts that have been outstanding longest and/or, at our option, any accumulated interest and arrears. 7. PROPERTY AND RISK (i) From the time of delivery (as defined in condition 4 (ii) above) the Goods are at your risk. This means that You are solely responsible for their custody, maintenance and insurance. (ii) Title to the Goods does not pass to You until We have received unconditional payment in full for all goods supplied by Us to You at any time. (iii) You must hold the Goods as bailee and must keep them separate and identifiable from all other goods in your possession (iv) If You sell the Goods or any other event occurs which causes title to, or ownership of, the Goods to pass from Us then any money or other consideration You receive belongs to Us and You will assign it to Us. Until You do so You must hold these proceeds of sale in a separate identified account upon trust for Us and may not mix them with other moneys or pay them into any overdrawn accounts. (v) If We ask You to return Goods to the value of any outstanding balance on your account then You must immediately do so. (vi) At any time after the due date for payment, or before the due date for payment if We have serious doubts about your solvency or willingness or ability to pay for the Goods, We are entitled to give notice in writing to You to pay within the time specified in the notice the full price of any Goods which have already been delivered to You and, if on the expiration of that period You have not paid the whole of the price outstanding then We are entitled to end your right to use the Goods and may require the immediate return of any Goods delivered to You to which You do not at that time have title. You hereby grant to us a licence to enter your premises to remove the Goods. 8. LIABILITY FOR DEFECTIVE GOODS (i) In the case of defective Goods, We will at our discretion either credit to You the full price paid for such Goods or will replace them provided that: a)  the defect is proved to our reasonable satisfaction to be due to bad workmanship or materials or to negligence on our part. b) We are advised in writing of the alleged defect as soon as possible and in any event within 48 hours of the Goods in question having been delivered to You. c)  The Goods alleged to be defective are held for our inspection or, at our discretion, are adequately repacked to prevent damage and are returned to Us in accordance with our instructions. TERMS & CONDITIONS OF SALE (ii) Where the price is inclusive of carriage, in the case of Goods damaged in transit, We will at our discretion either credit to You the full price paid or replace any of the Goods which are so damaged provided that: a)  The damage is proved to our reasonable satisfaction to have occurred during transit and b)  We are advised in writing of the alleged damage as soon as possible and in any event within 48 hours of the Goods in question having been delivered to You and c)  The Goods alleged to be damaged are held for our inspection or, at our discretion, are adequately packaged to prevent further damage and are returned to Us in accordance with our instructions. (iii) Where the price is inclusive of carriage, in the case of Goods or a consignment of Goods wholly or partially lost in transit, We will at our discretion either credit You with the full price paid or replace any lost Goods as soon as possible and in any event within 7 days of the Goods in question having been invoiced to You. (iv) If You receive defective Goods as part of an outstanding order You are not entitled to refuse to accept delivery of, or payment for, the remainder of the order. (v) You will be deemed to have inspected and accepted the Goods unless You advise Us that You have not received the Goods or that the Goods are defective or damaged, in accordance with the requirements of Condition 8. (vi) We will not be liable for any direct or indirect loss (including but not limited to consequential or economic loss) or damages howsoever caused other than where our negligence causes personal injury or death. (vii) Subject to the provisions of this condition 8 and except as required by law, all express or implied warranties or conditions as to quality or fitness for any purpose of the Goods are expressly excluded. (viii) Except to the extent that the law prohibits any limitation on our liability, the above is the full extent of our liability. 9. DESCRIPTIONS (i) Every care is taken to ensure that descriptions and specifications provided by Us are correct when given, but We reserve the right to alter such specifications and descriptions without notice or liability. (ii) Even if You have inspected a sample of the Goods such a sample is provided solely to enable You to judge the quality of the bulk, and does not constitute a sale by sample. 10. CONSUMER SALES No provision contained in these Terms and Conditions in any way diminishes or affects any statutory rights available to You if You are buying as a consumer. 11. MARKETING (i) You agree to sell the Goods as principal only. (ii) If You are a retailer, You agree to market the Goods in such a way as to support and reinforce their high quality image and reputation and to operate the highest standards of shop fitting and display for goods of this nature. (iii) All catalogues, literature, advertisements and other promotional copy (including Internet or other electronic material) incorporating references to Us, our corporate name or our intellectual property must be submitted to Us for written approval prior to printing, use or publication. No sales may be made by mail order, catalogue, or via the Internet without our prior written approval. 12. SEVERABILITY AND WAIVER (i) If any of these Terms and Conditions is or becomes invalid or unenforceable, then it will be modified to the minimum extent necessary to remove the invalidity or unenforceability and will then be binding. All other terms will remain in full force and effect. (ii) A failure by Us to exercise any right or remedy will not exclude our right to exercise such right or remedy in the future nor alter the obligations which we have to each other. 13. RESALE You will not without our prior written consent, directly or indirectly sell the Goods for resale in any country other than a Member State of the European Economic Union (the “EU”) or the European Free Trade Associate (“EFTA”) nor actively solicit by any means (including Internet) purchasers of the Goods, whether for resale or otherwise, in any country other than a Member State of the EU or EFTA. If you are Our appointed Agent or Distributor for a non-EU/EFTA territory then your written agreement with Us confirming Your appointment constitutes Our consent for You to sell Goods and solicit business in that territory only. 14. DELAY OR INABILITY TO SUPPLY We will not be liable to You for any loss or damage that may arise as a result of the supply of Goods being prevented by circumstances beyond our control including the default of any of our suppliers. 15. APPLICABLE LAW (i) These Terms and Conditions are to be construed in accordance with the laws of England and all contracts governed by them will be deemed to have been made in England. (ii) You consent to the exclusive jurisdiction of the English Courts all matters regarding contracts governed by these Terms and Conditions except to the extent that We invoke the jurisdiction of the Courts of any other country. 16. SPECIAL CONDITIONS APPLICABLE TO CORPORATE GIFTS AND INCENTIVES Such Goods are supplied subject to the following: (i) They are intended for approved incentive, promotional, commemorative by You only and are not for resale to other companies, the general public or to your individual employees, unless otherwise agreed in writing. (ii) If requested by Us, You shall give Us such information as We require regarding the intended use of the Goods. The provision of inadequate or inaccurate information entitles Us to refuse any orders or to cancel any orders that may have been accepted in reliance upon inaccurate information. (iii) All advertising and promotional copy involving the Goods must be submitted to, and approved by Us at all stages prior to publication. (iv) The Goods will be used for approved commercial activities within member states of the EU or EFTA only unless We specifically agree other territories in writing. (v) Condition 4 (iii) shall apply regarding quantity. 17. LANGUAGE These Terms and Conditions are drafted in the English language. If We provide you with a version of these Terms and Conditions which has been translated into any other language, the English version shall prevail. 63 62