1. DEFINITIONS

"Average Grammage" means the moisture content of the Goods at the time of manufacture calculated by sampling and testing the Lot.

"Conditions" means these terms and conditions.

"Contract" means any contract between the Seller and the Customer for the sale and purchase of Goods, incorporating these Conditions.

"Customer" shall mean the person(s), firm or company who purchases the Goods from the Seller.

"Delivery Point" means the place where delivery, or collection of the Goods is to take place under condition 4.

"Lot" means the total amount of Goods covered by one Contract.

"Goods" means any paper or board goods agreed in the Contract to be supplied to the Customer by the Seller (including any part or parts of them).

"Grammage" means the weight in grams per square metre of Goods.

"Gross Weight" means the weight of the Goods including all packaging.

"Delivery" means one or more Units of Goods of specified characteristics, and delivered or collected at one time.

"Nominal" means the theoretical weight, dimension or other measure as stated in the Specification or as otherwise notified by the Seller to the Customer.

"Nominal Weight" means the weight of a Unit of Goods calculated from its Nominal weight, Nominal dimensions and the number of sheets or total area supplied.

"Ordered Grammage" means the Grammage specified in the Contract.

"Seller" shall mean Access Paper Limited, incorporated and registered in England with company number 05459375, whose registered office is c/o Colombier (UK) Ltd, Castle Road, Eurolink Industrial Centre, Sittingbourne, Kent, ME10 3RN.

"Specification" shall mean the specification of the Goods set out on the order confirmation form or as otherwise agreed in writing between the Seller and the Customer.

"Tolerance" shall mean the relevant tolerance as specified within these Conditions.

"tonne" or "t" shall mean 1,000 kilograms, unless otherwise stated.
"Unit" means a reel, pallet, ream or other transportation package.

1.1. In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.2. In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.3. In these Conditions headings will not affect the construction of these Conditions.

2. APPLICATION OF TERMS

2.1. Subject to any variation under condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2. No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3. These Conditions apply to all the Seller's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Seller. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition shall exclude or limit the Seller's liability for fraudulent misrepresentation.

2.4. Each order or acceptance of a valid quotation for Goods by the Customer from the Seller shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

2.5. No order placed by the Customer shall be deemed to be accepted by the Seller until a written order confirmation form is issued by the Seller or (if earlier) the Seller delivers the Goods to the Customer.

2.6. The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.

2.7. Any quotation is given on the basis that no Contract will come into existence until the Seller despatches an order confirmation form to the Customer. Any quotation is valid for a period of 7 days only from its date, provided that the Seller has not previously withdrawn it.

3. DESCRIPTION

3.1. Subject to conditions 4.7, 4.8 and 4.9, the quantity and description of the Goods shall be as set out in the Seller's order confirmation form or as otherwise agreed in writing between the parties.

3.2. All drawings, descriptive matter, samples, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of this Contract.

4. DELIVERY

4.1. Delivery of the Goods shall take place at the Customer's place of business or as specified on the order confirmation form or as otherwise agreed in writing.

4.2. The Customer will collect or take delivery of the Goods on the date agreed for delivery as specified on the order confirmation form or within 14 days of the Seller giving it notice that the Goods are ready for collection or delivery.

4.3. Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.4. Subject to the other provisions of these Conditions the Seller will not be liable for any direct, indirect or consequential loss (all three of which terms include without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.5. If for any reason the Customer will not collect or accept delivery of any of the Goods when they are ready for collection or delivery, or the Seller is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

4.5.1. risk in the Goods will pass to the Customer (including for loss or damage caused by the Seller's negligence);

4.5.2. the Goods will be deemed to have been delivered or collected (as appropriate); and

4.5.3. the Seller may store the Goods until delivery or collection whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).

4.6. The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading or unloading the Goods.

4.7. Subject to condition 4.8, if the Seller delivers to the Customer a quantity of Goods as specified on the order confirmation form and those Goods fall within the following tolerance limits the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

Quantity Q / tonne Tolerance / %
0 < Q = 1 +/- 15
1 < Q = 5 +/- 10
5 < Q = 10 +/- 7.5
10 < Q = 20 +/- 5
20 < Q +/- 2.5

4.8 Where the Customer specifies any Tolerance exclusively in one direction, double Tolerance shall apply in the other direction.

4.9. The delivered quantity of Goods is based on weight, which is determined at the time when the Goods are manufactured and packed.

4.10. Unless otherwise agreed the weight of Goods is determined as Gross Weight for reels and Nominal Weight for sheet.

4.11. An order for Goods outside the normal stock range of the Seller shall be deemed to have been fulfilled in accordance with the Contract if the Seller delivers to the Customer Goods that do not deviate from the Contract quantity by more than the Tolerances stipulated in condition 4.7 above. Where a Lot comprises several deliveries each Delivery shall be considered separately.

4.12. Claims arising from the Seller delivering to the Customer or the Customer's nominee a quantity of Goods less or more than he contracted for taking into account the Tolerance set out in condition 4.7 must be notified by the Customer to the Seller within 7 days of the Customer or the Customer's nominee receiving any document stating or certifying the weight of the Goods delivered.

4.13. In the event of any shortage deemed to have occurred in transit, the Customer shall on receipt of the Goods, duly notify the carrier by annotating the delivery note.

4.14. A Delivery of Goods will be considered delivered correctly with regard to Grammage when:

4.14.1. the Average Grammage stays within + / - 7.5% of the Ordered Grammage; and

4.14.2. the test values for individual Units stays within + / - 7.5% of the Ordered Grammage.

4.15. If a Lot comprises two or more Deliveries, the Average Grammage of each Delivery must be determined separately.

4.16. A Lot shall be deemed to have been completed in accordance with the Contract if the delivered sizes (in the case of sheets, the width and length and in the case of reels, the width) are in accordance with the following tolerances:

Sheets Tolerance + / - 2 mm
Reels: Tolerance + / - 3 mm

4.17. The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.18. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1. The quantity of Goods as recorded by the Seller upon despatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.2. The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless written notice of the non-delivery is given to the Seller within 7 days of the date when the Goods would in the ordinary course of events have been received by the Customer.

5.3. Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1. The Goods are at the risk of the Customer from the time of collection by the Customer or its authorised agent or delivery (as appropriate).

6.2. Ownership of the Goods shall not pass to the Customer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1. the Goods; and

6.2.2. all other sums which are or which become due to the Seller from the Customer on any account.

6.3. Until ownership of the Goods has passed to the Customer, the Customer must:

6.3.1. hold the Goods on a fiduciary basis as the Seller's bailee;

6.3.2. store the Goods (at no cost to the Seller) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Seller's property;

6.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4. maintain the Goods in satisfactory condition insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Customer shall produce the policy of insurance to the Seller; and

6.3.5. hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1. any sale shall be effected in the ordinary course of the Customer's business at full market value; and

6.4.2. any such sale shall be a sale of the Seller's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

6.5 The Customer's right to possession of the Goods shall terminate immediately if:

6.5.1. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or its directors or by a qualifying floating chargeholder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

6.5.2. the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

6.5.3. the Customer encumbers or in any way charges any of the Goods.

6.6. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.

6.7. The Customer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

6.8. On termination of the Contract, howsoever caused, the Seller's (but not the Customer's) rights contained in this condition 6 shall remain in effect.

7. PRICE

7.1. Unless otherwise agreed by the Seller in writing the price for the Goods shall be the price set out in the Seller's order confirmation form.

7.2. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.

8. PAYMENT

8.1. The Seller shall invoice the Customer in respect of the Goods on delivery or collection (as appropriate).

8.2. Unless otherwise agreed in writing between the Seller and the Customer, payment of the price for the Goods is due in pounds sterling within 60 days of the date of invoice.

8.3. Time for payment shall be of the essence.

8.4. No payment shall be deemed to have been received until the Seller has received cleared funds.

8.5. All payments payable to the Seller under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.6. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Customer.

8.7. If the Customer fails to pay the Seller any sum due pursuant to the Contract the Customer shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Nordea Bank Finland, 8th Floor, City Place House, 55 Basinghall Street, London EC2 5NB, accruing on a daily basis until payment is made, whether before or after any judgment. The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.8. If the Customer is in default of payment and the delay is not attributable to errors by the transferring banks, the Seller has the right to cancel the Contract with effect fourteen (14) days after giving notice if the payment has still not reached him.

8.9. Should the Customer be in default in making a payment due under any contract, between the Seller and the Customer, the Seller shall have the right upon giving notice to the Customer to withhold deliveries due to the Customer under the Contract and under all other contracts made between them until such payment is received by the Seller. The Seller reserves the right to notify their credit insurers and other parties of the defaulted payment.

9. CLAIMS

9.1. It shall be the responsibility of the Customer to check the delivered Goods. If the Goods are not in accordance with the Specification, the Customer must contact the Seller within 5 days from the date the Goods are delivered.

9.2. Claims relating to the Goods shall be made by the Customer as soon as the fault is discovered, but at the latest within 7 days from the time the Goods are delivered.

9.3. When giving notice of claim the Customer must identify the Goods clearly and state fully the facts on which his claim is based. Until the dispute relating to the claim has been resolved, the Customer shall fully insure and carefully store the Goods.

9.5. Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Seller by the manufacturer.

9.6. The Customer must satisfy himself that the Goods ordered are fit for the purpose for which they are required.

9.7. The Seller shall not be liable for any defect in the Goods if the defect arises:

9.7.1. because the Customer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

9.7.2. the Customer alters or repairs such Goods without the written consent of the Seller.

9.8. Subject to condition 9.7, if any of the Goods do not conform with the Specification the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Customer shall, at the Customer's expense, return the Goods or the part of such Goods which is defective to the Seller.

9.9. If the Seller complies with condition 9.8. it shall have no further liability for a breach in respect of such Goods.

9.10. Any Goods replaced will belong to the Seller.

10. LIMITATION OF LIABILITY

10.1 Subject to conditions 4, 5 and 9, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

10.1.1. any breach of these Conditions;

10.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract; and

10.1.3 any use made or resale by the Customer of any of the Goods, or any product incorporating the Goods.

10.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3. Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller's negligence, for fraudulent misrepresentation or for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability.

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CONDITIONS 10.4 AND 15

10.4. Subject to conditions 10.2 and 10.3;

10.4.1. the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods specified on the order confirmation form or otherwise agreed in writing; and

10.4.2. the Seller shall not be liable to the Customer for any direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10.4.3. If the Seller is liable for damages to the Customer the damages shall not exceed the loss which the Seller could reasonably have foreseen at the time of the conclusion of the Contract nor include consequential damages. Damages shall in no case exceed the invoice price of the delivery concerned.

10.4.4. If the Customer alleges a breach of Contract by the Seller, the Customer must take all necessary measures to mitigate its loss resulting from the breach, provided that and in so far as it can do so without unreasonable inconvenience or cost. If the Customer fails to take such measures, the Seller may claim a reduction in the damages.

11. INCREASED COSTS

11.1 If after the conclusion of the Contract a substantial increase in the cost of the Goods or the cost of freight occurs then the Seller shall have the right to increase the price in respect of quantities of Goods due for delivery within 30 (thirty) days or the Seller may cancel the undelivered part of the contracted quantity. The Seller shall notify the Customer forthwith of any increases in the price pursuant to this condition.

12. ASSIGNMENT

12.1. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

12.2. The Seller may assign the Contract or any part of it to any person, firm or company.

13. FORCE MAJEURE

13.1. The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 120 days, the Customer shall be entitled to give notice in writing to the Seller to terminate the Contract.

14. GENERAL

14.1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

14.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.4. Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

14.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6. All material communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission or e-mail:

14.6.1. (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Customer by the Seller; or

14.6.2. (in the case of the communications to the Customer) to its registered office (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to the Seller by the Customer.

14.7. Communications shall be deemed to have been received:

14.7.1. if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

14.7.2. if delivered by hand, on the day of delivery;

14.7.3. if sent by facsimile transmission on a working day prior to 4.30 pm, at the time of transmission and otherwise on the next working day.

14.7.4 (unless indicated to the contrary by an out of office notification, delivery failure notification or otherwise) if sent by e-mail on a working day prior to 4.30pm at the time of transmission and otherwise on the next working day.

14.8. Communications addressed to the Seller shall be marked for the attention of The Managing Director.

15. CANCELLATION

15.1. In the event that the Customer cancels an order prior to confirmation of the order by the Seller, the Customer shall have no liability to the Seller in respect of that cancelled order.

15.2. In the event that the Customer wishes to cancel an order after confirmation of the order by the Seller, the Customer shall indemnify the Seller for any and all losses including direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims suffered by the Seller in respect of such cancelled order unless otherwise agreed between the Seller and the Customer.

16. APPLICABLE LAW

16.1. The Contract and the legal relations between the Customer and the Seller shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.