1. Terms and Conditions of Sale set out below govern the contract for the supply of VPP (the term VPP refers to Vernal Pad Printers Limited) products and services and override any other conditions. All orders placed are deemed acceptance of VPP Terms and Conditions of Sale.

2. Payment Terms Approved Accounts - STRICTLY 30 DAYS NETT New Accounts – Proforma

3. Overdue Accounts Goods remain the property of VPP until the account is paid in full in accordance with VPP Terms and Conditions of Sale. Interest will be charged on overdue accounts, at the rate of 5% above HSBC Bank plc base rate from time to time from the date the account became due until payment received. VPP reserve the right to charge the buyer all costs incurred in any legal or collection charges necessary to obtain payment on an overdue account.

4. Contracts and Quotations VPP reserves the right, by giving notice to the Buyer at any time prior to delivery, to increase the price of the goods to reflect any increase in the cost to VPP due to any factor beyond the control of VPP, which can include, but not limited to, any changes in the law or Government regulations requiring VPP to increase prices by way of direct taxation, import duties, customs and excise duties. Prices are based on today’s current costs of production and in the event of any increase in wages or costs of materials to VPP occurring after the confirmation or accepted contract, VPP shall be entitled to charge any such increases to the buyer.

5. VAT where applicable all prices are subject to VAT at the prevailing rate.

6. Passing of Title and Risk Risk in the goods will pass to the buyer on delivery. Both legal and equitable property in the goods remain with VPP until the goods have been paid for in full in accordance with VPP Terms and Conditions of Sale.

7. Quantities delivered on branded goods may vary by 5% plus or minus from quantity ordered. In the event of any such variation VPP has the right to invoice for the exact quantity delivered.

8. Delivery Dates VPP will endeavour to deliver on or before delivery date, however no liability is accepted for any loss arising from delay or error in the delivery of the goods.

9. Claims all claims for damage to, or partial loss of goods in transit must be submitted in writing to VPP within 3 days of delivery. In the case of non delivery of the whole consignment, claims must be submitted in writing to VPP within 5 days of receipt by the buyer of notification of despatch of the goods. Any dispute in respect of invoices must be made in writing to VPP within 10 days of the invoice date.

10. Liability VPP’s liability for any loss or damage suffered by the purchaser in respect of the goods shall be limited to the contract value of the goods. VPP can accept no responsibility for damage or loss arising from the supply of goods under this contract unless the purchaser has fully complied with the notification of claims procedures set out within VPP Terms and Conditions of Sale.

11. Products while every effort will be made to provide accurate product specifications, all product specifications shall be subject to commercial variation and no responsibility will be accepted for error.

12. Samples submitted on approval will be charged at cost unless returned within 30 DAYS in perfect condition, or unless otherwise agreed with VPP.

13. Cancelled Orders will be subject to a charge for all work carried out up to the date of written cancellation.

14. The Contract shall be governed by and continued in accordance with Scottish Law and the buyer, even if resident outside the jurisdiction, shall submit to the jurisdiction of the High Court of Justiciary in Scotland.

15. Force Majeure VPP shall be under no liability for delay or non provision of the contract for any reason beyond VPP’s control including but not limited to legislation, acts of God, war, fire, flood, drought, strike, earthquakes, civil disorder or owing to any inability to procure materials, necessary labour or subcontracted supplies required for performance of the contract.