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1. Definitions
   "Business Day" means any day other than a Saturday, Sunday or public holiday in England, when banks are open for business;
   "Contract" means the agreement between the Customer and Fellowes for the sale and delivery of Goods in accordance with these Terms and Conditions;
   "Customer" means any individual, firm or company to whom the Goods are supplied under the Contract;
   "Delivery Location" means the address specified in the Order or to any other such address as shall be agreed between the parties and within Fellowes' usual business hours;
   "Fellowes" means Fellowes Limited or such other company within the same group of companies as Fellowes Limited;
   "Goods" means the goods supplied by Fellowes (or any of its subcontractors) to the Customer pursuant to the Contract;
   "Insolvency Event" means:
   (i)      the passing by the Customer of a resolution for its winding up or the making by a court of competent jurisdiction of an order for the winding up or the dissolution of the Customer;
   (ii)      the making of an administration order in relation to the Customer or the appointment of a receiver or administrative receiver over, or the taking of possession or sale by an encumbrance of a material part of the Customer assets;
   (iii)      the Customer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
   (iv)      any event or act or proceedings analogous to the above in any jurisdiction; or
   "Order" means the Customer's expressed desire, whether oral or written, to procure Goods from Fellowes;
   "Returns Policy" means the policy specified in condition 18;
   "Returns Authorisation Number" has the meaning given to it in condition 18;
   "Terms and Conditions" means these terms and conditions;
2. Acceptance
   2.1      All Orders are subject to the written acceptance by Fellowes with such acceptance being subject to the Customer's agreement to be bound by the Terms and Conditions. Fellowes reserves the right to decline any Order; any Order confirmed by Fellowes cannot be cancelled except with the written consent of Fellowes.
   2.2      Acceptance by the Customer of delivery of Goods constitutes acceptance by the Customer of these Terms and Conditions. These Terms and Conditions shall apply to the exclusion of any additional or different terms proposed by the Customer or which the Customer may purport to apply, impose or incorporate into the Contract and such different terms shall not be binding upon or enforceable against Fellowes.
3. Prices
   1. Prices quoted by Fellowes are subject to change without notice. A quotation does not constitute an offer and can be withdrawn at any time prior to acceptance of an Order by Fellowes. Prices and charges published or specified by Fellowes at the time of acceptance of the Order by Fellowes shall apply. Unless otherwise stated, all prices are quoted in British Pounds Sterling or Euro (for ROI customer only) Fellowes will not accept or process purchase orders that contain pricing in different currencies than stated above. Prices are for single items only and items must be ordered according to the order multiples as specified on the published price list. Except as may be provided in the Returns Policy, as may be amended from time to time, all sales are final.
4. Order processing
   All Orders should be placed by electronic data interchange or, where the Customer cannot accommodate this requirement, Orders can be placed using the Fellowes' customer service web site or send manually via email into orderinput-uk@fellowes.com Should either of these methods be unsuitable then alternatives can be discussed with Fellowes' UK Customer Services Manager.
5. Credit
   Fellowes may, in its sole discretion, extend credit to the Customer. For credit limits in excess of £10,000, Fellowes requires audited financial statements prior to initial credit approval and on an annual basis thereafter. Fellowes may perform periodic credit reviews using credit reporting agencies, trade references, industry trade groups and banks. The Customer shall promptly notify Fellowes in the event of a material adverse change in Customer's credit standing and in the event of any such material adverse change or where the Customer does not comply with these Terms and Conditions, Fellowes shall have the unilateral right to change terms of payment or require a financial guarantee, and Fellowes' obligation to provide Goods will be subject to revised terms.
6. Payment
   6.1      All payments are to be made in British Pounds Sterling, and all amounts payable by the Customer to Fellowes shall be due and payable in full within 30 days of the invoice date ("Payment Date"). Time of payment by the Customer shall be of the essence for the purpose of the Contract. Fellowes will not accept the unilateral assessment of any fee, marketing support, co-op or other advertising, expense reimbursement, rebate, offset or any other financial or marketing support not explicitly authorized in writing by an authorized officer of Fellowes. 6.2      Fellowes reserves all its rights and remedies at law to collect any amounts not paid in full by the Payment Date. Fellowes reserves the right to charge interest on any amounts not paid by the Payment Date at a rate of 4% per annum above the prevailing base rate of the Bank of England (accruing daily and compounded monthly) from the Payment Date until paid in full in cleared funds whether before or after judgment. The Customer agrees to reimburse Fellowes for all costs associated with such collection activities, including all legal and professional fees. 6.3      Fellowes' obligation to provide Goods is subject to receipt of prompt payment of all invoices pursuant to the Contract including the Terms and Conditions and other agreements Fellowes may have with the Customer.
   6.4      Delayed billing of interest due or a failure to bill for interest due shall not constitute a waiver of Fellowes' right to charge interest on all amounts over due to the date payment is received.
   6.5      The Customer shall promptly notify Fellowes in the event any portion of an invoice be disputed, and the Customer shall pay any undisputed portion according to these Terms and Conditions. Both parties agree to use their reasonable efforts to resolve the disputed portion of such invoice within 30 days of notification by the Customer to Fellowes of the dispute.
   6.6      The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set off, abatement, discount, counter claim or otherwise against Fellowes in order to justify withholding payment of any such amounts in whole or in part. Fellowes shall have the right to set off against any amount that Fellowes may be obliged to pay to Customer any amounts due or to become due to Fellowes from the Customer and its divisions, subsidiaries and affiliated companies. Fellowes may assign receivables without consent.
7. Delivery
   7.1      Delivery dates for the Goods shall be established by mutual agreement of Fellowes and Customer and Fellowes shall deliver the Goods to the Delivery Location. All goods are offered subject to availability and forecasted data. The minimum size of an Order is £650 UK Mainland (excluding Scottish Highlands and Islands)/ £1300 Northern Ireland / €2400 Republic of Ireland for deliveries made to customer sites. Fellowes may at its option accept orders not meeting the minimum order size. However, in this case Fellowes reserves the right to charge an administration fee. Such administration fee’s will be pre- agreed between Fellowes and the Customer prior to order acceptance and will be confirmed in writing. The Customer shall provide any special shipping or labelling requirements to Fellowes for consideration prior to the first shipment.
   7.2      Where the Goods are delivered by Fellowes, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Delivery Location. Where the Goods are collected by the Customer from Fellowes the point of delivery shall be when the Goods are loaded onto the Customer’s vehicle and signed for by the Customer.
   7.3      Pallets are provided on an exchange basis and the Customer shall make any such pallets available for collection at such times as Fellowes shall reasonably request. Fellowes reserves the right to charge current market price for each pallet that is not returned.
   7.4      Fellowes may deliver the Goods in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   7.5      Fellowes will use commercially reasonable efforts to fulfil the Contract in accordance with the estimated delivery or shipping date. Fellowes will not be responsible for any delays in fulfilling the Contract nor be liable for any losses or damages resulting from such delays, and the Contract will not be subject to cancellation for any such delays. The time of delivery of the Goods shall not be of the essence of the Contract.
8. Title and Risk
   8.1      Title in the Goods shall not pass to the Customer until Fellowes receives payment for the Goods in full in cleared funds or in cash for those Gods and for any other goods supplied by Fellowes to the Customer. Until such time as title has passed to the Customer, the Customer shall:
   (i)      have a right to possession (but not ownership) of such Goods and shall ensure that the Goods shall be clearly marked and identifiable as being Fellowes' property;
   (ii)     store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Fellowes' property;
   (iii)    not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
   (iv)    maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
   (v)     notify Fellowes immediately if it becomes subject to an Insolvency Event;
   (vi)   permit Fellowes to recover all or any part of such Goods at any time from the Customer if they are in the Customer's possession and the Customer becomes subject to an Insolvency Event and for that purpose Fellowes, its agents and representatives may enter upon any land or building upon or in which such Goods are situated; and
   (vii)    have the right to dispose of such Goods (as between it and its customers only) as principal in the ordinary course of its business with such right being terminable by Fellowes giving to the Customer notice at any time and such right being automatically terminated (without notice) upon the Customer becoming the subject of an Insolvency Event.
   8.2      If before title to the Goods passes to the Customer, the Customer becomes subject to an Insolvency Event then, without limiting any other right or remedy Fellowes may have, the Customer's right to resell the Goods or use them in the ordinary course of its business shall cease immediately.
   8.3      Without prejudice to any rights of rejection which may accrue to the Customer under these Conditions or otherwise, the Goods shall remain at the risk of Fellowes until delivery at the Delivery Location is complete (including off-loading but excluding any stacking) and thereafter the Goods shall be at the risk of the Customer.
9. Taxes
   The prices for the Goods do not include value added, use and other taxes, duties and other governmental fees and charges that may be applicable to the Goods, and Customer shall be responsible for and pay upon demand all such taxes, duties and other governmental fees and charges (other than income taxes of Fellowes) at the prevailing rate from time to time, notwithstanding that responsibility for collection or payment of such taxes, duties and other governmental fees and charges may be imposed by law on Fellowes or any of its subcontractors.
10. Force Majeure
    Fellowes shall have no responsibility for any failure of or delay in delivery or performance of the Contract caused by or attributable to war, sabotage, riot, civil disorder, fire, flood, earthquake, explosion, accident, natural or manmade disaster, governmental action, shortage or interruption of supply of materials, supplies, equipment or energy, transportation problem, strike, labour stoppage or slowdown, or other cause beyond the reasonable control of Fellowes.
11. Inspection
    11.1      Inspection of the Goods must be made within 72 hours after the Customer’s receipt of the Goods. The Customer must notify Fellowes within such seven 72 hours of any non conformity, defect, shortages or overages. The Customer’s failure in either respect will constitute a waiver of any such non-conformity, defect, shortage or overage.
    11.2      The Customer shall notify Fellowes via email to orderinput-uk@fellowes.com in respect of any shortages or overages in the Goods that occur and must detail the relevant purchase order number, item number, quantity of Goods ordered, and quantity of Goods received. Upon receipt of such notice, a Fellowes customer service representative will respond with the proposed resolution within two weeks.
    11.3      If, following inspection in accordance with condition 11.1, any of the Goods shall be found to be of defective quality or not in conformity with agreed specification (excluding slight and immaterial imperfections in colour and appearance and reasonable excesses and deficiencies, which shall be accepted by the Customer) then Fellowes will at its option, and subject to inspection of the Goods by Fellowes, either replace the Goods at its expense or refund to the Customer the sale price of the Goods, provided that if requested the Customer will without delay, at the expense of Fellowes, return the Goods that are the subject of the complaint to Fellowes. The liability of Fellowes will be satisfied by replacing the defective Goods or refunding the Customer the sale price of the Goods and this shall be the Customer's sole remedy.
    11.4      Fellowes will not accept the return of any Goods without its prior agreement. Any Goods which are authorised to be returned will remain at the risk of the Customer during transportation and until the point the Goods are unloaded at Fellowes' premises.
12. Warranty
    12.1      The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    12.2      Fellowes warrants to the Customer that the Goods will, at the time of delivery, conform in all material respects to the written description agreed to by the parties and included in the Contract, and be free from defects in material and workmanship. The extent of warranty is found in the product User Manual and runs from the date of delivery of the Goods to the Customer ("Warranty Period").
    12.3      Subject to condition 12.4 below, Fellowes shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
    (i)      the Customer gives notice in writing during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out above;
    (ii)      Fellowes is given a reasonable opportunity of examining such Goods; and
    (iii)      the Customer (if asked to do so by Fellowes) returns such Goods to Fellowes' place of business at Fellowes' cost.
    12.4      The Customer must make any claim for breach of warranty under this provision prior to the expiration of the Warranty Period, notwithstanding any longer statute of limitations. Fellowes shall not be liable for the failure of the Goods to comply with the warranty set out above if:
    (i)       the Customer makes any further use of such Goods after giving a notice in accordance with the foregoing;
    (ii)   the defect arises because the Customer failed to follow Fellowes' oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
    (iii)      the defect arises as a result of Fellowes following any drawing, design or description supplied by the Customer or materials supplied by the Customer;
    (iv)      the Customer alters or repairs such Goods without the written consent of Fellowes;
    (v)      the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
    (vi)      the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    12.5      Fellowes' sole obligation and liability in the event of breach of warranty and the Customer’s sole remedy, as determined by Fellowes, will be Fellowes' refund of the amount paid for any defective Goods, or repair or replacement of defective Goods free of charge. Any such repair, replacement or refund will be made only upon return of the defective Goods to a location designated by Fellowes. Fellowes will pay the transportation costs for returning defective Goods only after Fellowes has inspected the defective Goods (which may be by the Customer returning a sample to Fellowes at Fellowes' request), approved of such return and provided the Customer with shipping instructions.
    12.6      Except to the extent such exclusion is prevented by law, FELLOWES MAKES NO WARRANTY THAT THE GOODS WILL BE OF SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE. FELLOWES MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED EXCEPT SUCH AS IS EXPRESSLY SET OUT IN THIS PROVISION.
    12.7      Except to the extent such exclusion is prevented by law Fellowes makes no warranty whatsoever with respect to Goods manufactured by third party suppliers and warranties with respect to such Goods are limited to those which are offered by such suppliers and are transferable to the Customer.
13. Indemnity and Limitation of Liability
    13.1      The Customer shall indemnify Fellowes against all action, claims or demands by third parties, howsoever arising, directly or indirectly,
    (i)      in connection with the use, functioning, performance or state of the Goods following delivery of the Goods to the extent the Goods are manufactured or packaged in accordance with the specification supplied by the Customer or use materials supplied by the Customer; and/or
    (ii)      where any claim is made by a third party for actual or alleged infringement of a third party's intellectual property rights.
    13.2      Subject to the provisions of condition 13.5 under no circumstances shall Fellowes be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non-supply or delay in supplying the Goods or otherwise in connection with the Contract or any other Contract between the parties:
    (i)      loss or damage incurred by the Customer as a result of third party claims;
    (ii)     loss of actual or anticipated profits;
    (iii)    loss of actual or anticipated projects;
    (iv)    loss of business opportunity;
    (v)     loss of anticipated savings;
    (vi)    loss of goodwill;
    (vii)    injury to reputation; or
    (viii)   any incidental, consequential or special loss or damages howsoever caused.
    13.3      In any event, subject to the provisions of condition 13.5, Fellowes' liability to the Customer shall not exceed the purchase price of the Goods on which such liability is based. Except to the extent such exclusion is prevented by law, the Customer assumes all liability for any loss, damage or injury to persons or property arising out of, connected with, or resulting from the use of the Goods, either alone or in combination with other products.
    13.4      Fellowes shall not be responsible to the extent that the relevant loss is caused by an act or omission or the negligence of the Customer, its employees, agents or contractors or to the extent caused by the breach by the Customer of any of its obligations under any Contract.
    13.5      Nothing in these Terms and Conditions shall exclude or limit Fellowes' liability for (i) death or personal injury caused by Fellowes' negligence, or the negligence of its employees, agents or subcontractors (ii) fraud or fraudulent misrepresentation or (ii) any other liability that cannot be lawfully excluded or limited.
14. Intellectual Property
    14.1      Nothing in the Contract shall grant to the Customer any right or licence of any kind under any patent or other intellectual property owned or controlled by Fellowes or its supplier, or under which Fellowes or its suppliers are licensed or developed by Fellowes during the course of performance of the Contract, but the foregoing shall not be understood to limit in any way the right of the Customer to use and sell such Goods, in the event that such Goods as sold are covered by any such patent or intellectual property rights. No right, title or interest in and to any development, invention or work of authorship conceived or developed by Fellowes during the course of performing the Contract or any other intellectual property right is transferred to the Customer.
15. Termination
    15.1      The Customer may not terminate the Contract without the prior written consent of Fellowes. If Fellowes consents to such termination, reasonable termination charges, computed by Fellowes, will be assessed in connection with such termination, and shall be due and payable by the Customer not later than thirty (30) days after submittal of said termination charges.
    15.2      Without liability to the Customer, Fellowes may terminate the Contract, or Order or related orders in the event that the Customer breaches the Contract (including, but not limited to, any failure to pay any debt due and payable to Fellowes) and fails to remedy any such breach within ten (10) days of Fellowes' transmission to the Customer of written notification describing the breach or is the subject of an Insolvency Event.
16. Returns Policy
    16.1      Before returning ANY goods to Fellowes, customers must first obtain a Returns Authorisation Reference Number (ARN) from Fellowes’ Customer Service Dept, at the address shown below. The customer will be emailed the reference number and a PDF document which specifies the items due and acceptable for return. Without an (ARN), no goods will be accepted and no credit issued. Once issued, an (ARN) number is valid for 30 days unless otherwise stated. Fellowes will issue credit for goods in excess of the quantity authorised on the (ARN) with a 40% re-handling charge. We will not issue credit for non-Fellowes products returned to us in error.
    16.2      Upon request by the Customer, the Fellowes' customer service department will send the Customer a RAN form that must be signed and returned before a RAN is issued. Without an RAN, no Goods will be accepted and no credit issued by Fellowes.
    16.3      Once issued, an RAN is valid for 30 days from (and including) the date of issue unless otherwise stated. Fellowes will issue credit for Goods in excess of the quantity authorised on the RAN with a 40% re-handling charge. Fellowes will not issue credit for non-Fellowes products sent to Fellowes in error.
    16.4      Goods returned to Fellowes as defective will be inspected by Fellowes on receipt. Should any of the Goods returned by the Customer to Fellowes be found (in the sole discretion of Fellowes) to be defective, credit of 100% of the invoice value will be raised in favour of the Customer for all such defective Goods. Goods returned as defective which are subsequently found to be in good condition (in the sole discretion of Fellowes) will be subject to a handling charge of 40% of the invoice value of the Goods. Any such handling charge shall be payable by the Customer to Fellowes within 14 days of receipt by the Customer of a valid invoice.
    16.5      Please note that for selected Fellowes Shredders, Binding Machines and Laminating Machines, Fellowes offer a repair service. Contact Fellowes Customer Service Dept at the address below for further details.
    16.6      Although Fellowes' Goods are not offered on a sale-or-return basis, Fellowes may, in its sole discretion, accept a return of unwanted goods subject to the following conditions-
    (i)      the Goods must be in their original unopened inner and outer packaging and none of the packaging shall be labelled, taped, written upon, or marked in any way;
    (ii)      the Goods must be in perfect resalable condition that can be resold at full market price;
    (iii)      Fellowes must consider the Goods as being part of its ongoing product range. Fellowes will not accept returns of discontinued Goods or Goods that are shortly (in the sole opinion of Fellowes) to be discontinued;
    (iv)      a handling charge of 20% of the value of the Goods will be deducted from the credit note raised;
    (v)      Goods are shipped back to Fellowes at the Customer's expense and risk. No credit will be issued for Goods that arrive in a damaged condition; and
    (vi)      no special order or specially manufactured Goods may be returned.
    16.7      Should Fellowes inadvertently send the Customer the wrong goods, the Customer may return such goods at Fellowes' expense for full credit. In such an event, the Customer should contact the Fellowes' customer service department within 3 Business Days of receipt of the wrong goods. Should the Customer order the wrong goods or quantity by mistake, at Fellowes' discretion, Fellowes may accept a return providing the Goods comply with the conditions laid out under the criteria above.
    16.8      Fellowes' customer service department contact details:

Address	Customer Service Dept Fellowes Ltd Unit 2, Ontario Drive New Rossington Doncaster DN11 0BF
Tel	01302-836836
Fax	01302-836999
E-mail	cs-uk@fellowes.com

17. Third Party Rights
    A person who is not party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract, except that the Contract may be performed, and all rights thereunder may be enforced against the Customer, by Fellowes or by any subsidiary, parent or affiliate of Fellowes. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.
18. Waiver
    The rights and remedies provided by the Contract may be waived only in writing and specifically, and any failure to exercise or delay in exercising a right or remedy by Fellowes shall not constitute a waiver of that right or remedy or of any other rights or remedies. No provision of the Terms and Conditions and no breach of any provision of the Terms and Conditions will be deemed waived by reason of any previous waiver or breach of such provision.
19. Variation
    The Contract may be modified only in writing and signed by an authorised representative of each of Fellowes and the Customer.
20. Severance
    The invalidity, illegality or unenforceability, in whole or in part, of any provision of the Contract will not affect the remainder of such provision or any other provision. If any provision or part provision or application of any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, then it shall be deemed modified to the minimum extent necessary to carry out, so far as may be valid, legal and enforceable, the intent and purpose of the Contract including the invalid or unenforceable provision. If such modification is not possible, the relevant provision or part provision shall be deemed deleted.
21. Assignment
    The Customer shall not assign, transfer, mortgage, charge, declare a trust over or deal in any way with all or part of the benefit, or its rights or benefits under, the Contract without the prior written consent of Fellowes. A change in control, including without limitation by operation of law, merger, consolidation, or otherwise, shall be deemed an assignment under this condition. Any assignment in violation of this condition is null and void and Fellowes may terminate the Contract for an assignment without consent.
22. Non-Reliance
    The Customer confirms that it has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking unless that warranty, statement representation, understanding or undertaking is expressly set out in the Contract. The Customer shall not be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in the Contract.
23. Entire Agreement
    The Contract shall constitute the entire agreement between Fellowes and the Customer with respect to its subject matter and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether oral or written, with respect to its subject matter.
24. Governing Law and Jurisdiction
    The performance of all obligations between Fellowes and the Customer and the construction, validity of these terms and conditions shall be governed and construed according to the laws of the England and Wales, provided however, that the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply. In respect of any legal action arising out of or relating to the Contract or the transactions contemplated by the Contract, Fellowes and the Customer irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales. Any such action shall be conducted in English. Although these Terms and Conditions may be translated into other languages, the English version shall govern.