Terms & Conditions

1. Format of the Contract

1.1 These terms of sale apply to all goods supplied by RocabaGroup Limited T/As Carrier Bag Shop, whose registered office is at Unit G4,Hastingwood Trading Estate, Harbet Road, London, N18 3HT, United Kingdom,registered in England and Wales No. 5517973 (the "Supplier"). In these terms “you” and “your” as appropriate refer to the buyer and “us”, “our”and we refer to the seller, Rocaba Group Limited and any other associated company. “Days” refers to working days, being Monday to Friday inclusive,excluding bank holidays, unless otherwise stated.

1.2 Rocaba Group Limited is pleased to accept orders subject to the Terms and Conditions of sale as stated below. Your use of the Rocaba GroupLimited trading website (“carrierbagshop.com/carrierbagshop.co.uk”) and purchase of the products (or services) (“products”) on it means that you agree to these terms and conditions (“terms”). No variation of these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of RocabaGroup Limited. Please read the terms carefully before placing your order. We would advise you to retain a copy of them for your future reference.

1.3 No contract exists between you and the Supplier for the sale of any goods until the Supplier has received and accepted your order and the Supplier has received payment in full (in cleared funds). Once the Supplier does so, there is a binding legal contract between us.

1.4 By way of clarification, an acknowledgement of your order will be sent to you via e-mail when you place your order, but acceptance of your offer to buy the goods will not take place until after your payment is taken and you receive your acceptance e-mail. It is at this point that a binding legal contract is created and any contract is subject to these Terms and Conditions.

1.5 The contract is subject to your right of cancellation (see below).

1.6 The Supplier may change these terms of sale without notice to you in relation to future sales.

2. Description and price of the goods

2.1 The description and price of the goods you order will be as shown on the Supplier's website at the time you place your order. The price for each product is shown on carrierbagshop.co.uk in UK Sterling and excludes or includes VAT at 20% where appropriate.

2.2 Prices do not include charges for delivery. This will be additional depending on the value of the order or weight of the products. 2.3 The goods are subject to availability.

2.3.1 If on receipt of your order the goods you have ordered were shown in stock and are then not available in stock, the Supplier will inform you as soon as possible and advise you of the earliest possible delivery date.Should you wish to cancel your order at this point, you must immediately send an email to enquiries@carrierbagshop.co.uk stating your order acknowledgement number and that you wish to cancel your order. On receipt of your email the supplier will issue a refund or re-credit to you for any sum that has been paid by you or debited from your credit card for the goods.

2.3.2 If on receipt of your order the goods you have ordered were shown not in stock the Supplier will inform you as soon as possible and advise you of the earliest possible delivery date. Should you wish to cancel your order at this point, you must immediately send an email to info@carrierbagshop.co.uk stating your order acknowledgement number and that you wish to cancel your order. On receipt of your email the supplier will issue a refund or re-credit to you for any sum that has been paid by you or debited from your credit card for the goods, but the supplier will retain a cancellation fee of £1.00 to cover credit card payment charges.

2.4 Every effort is made to ensure that prices shown on the Supplier's website are accurate at the time you place your order. If an error is found, the Supplier will inform you as soon as possible and offer you the option of reconfirming your order at the correct price, or cancelling your order. If the Supplier does not receive an order confirmation within 7 days of informing you of the error, the order will be cancelled automatically. If you cancel, the Supplier will refund or re-credit you for any sum that has been paid by you or debited from your credit card for the goods.

2.5 We reserve the right at any time to revise prices to account for any increases in costs including the increase or imposition of any duty,tax, levy or exchange rate variation. We will take all reasonable steps to notify you of any relevant revision of prices before processing your order.

3. Payment & Security

3.1 Payment for the goods and delivery charges can be made by any method shown on the Supplier's website at the time you place your order.Payment shall be due before the delivery date and time for payment shall be of the essence.

3.2 There will be no delivery until cleared funds are received.

3.3 Payments shall be made by you without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by the Supplier to you.

3.4 We accept all major credit and debit cards in partnership with Protx. We have also subscribed to the Protx Guarantee Program to provide you with complete peace of mind. For security purposes, we will only deliver to the cardholder’s address.

3.5 To ensure that your online shopping experience is secure,your credit / debit card details will be encrypted on a secure server to minimise the possibility of someone being able to read them as they are sent over the Internet.

3.6 How does Rocaba Group Limited Protect Customer Information?

3.6.1 When you place orders or access your account information,we offer the use of a secure server.

3.6.2 For credit card transactions, Rocaba Group Limited adds security by using Secure Sockets Layer (SSL) technology, with 128 bit encryption. This means that the credit card information you send is encrypted by your computer, and then decrypted again on our side, preventing others from accessing your private information in between. So, when using an SSL capable browser, shopping on carrierbagshop.com / carrierbagshop.co.uk web site is the safest kind of transaction possible with a credit card.

3.6.3 Furthermore, as required by the UK Data Protection Legislation, we follow strict security procedures in the storage and disclosure of information which you have given us, to prevent unauthorised access. Our security procedures mean that we may occasionally request proof of identity before we are able to disclose sensitive information to you.

4. Delivery

4.1 The goods you order will be delivered to the address you give when you place your order, except that some deliveries are not made outside the United Kingdom. Deliveries are normally made between the hours of 9am to 5pm Monday to Friday.

4.2 Orders are processed as soon as possible based on warehouse capacity and delivered as per the requested delivery option provided no additional security checks are required and all stock items are available. (A working day is any day other than weekends and bank or other public holidays.)

4.2.1 Where on the website we have indicated items in stock, we shall endeavour but not guarantee to deliver the goods, once ordered within 3 working days.

4.2.2 We shall provide a tracking number which will allow you the customer to track your shipment with the specified courier company.

4.2.3 It may be the case that if some items are not in stock, or the balance is not in stock, we shall inform you by your email address of the same, and advise you of the anticipated delivery date.

4.3 If delivery cannot be made to your address for reasons under the Supplier's control the Supplier will inform you as soon as possible.

4.4 Somebody will need to sign for your delivery unless you specify special delivery instructions in advance. If you deliberately fail to take delivery of the goods (otherwise than by reason of circumstances under control of the Supplier) then without prejudice to any other right or remedy available to the Supplier, the Supplier may:

4.4.1 store the goods until actual delivery and charge you for reasonable costs (including insurance) of storage; or

4.4.2 sell the goods at the best readily obtainable price and(after deducting all reasonable storage and selling expenses) account to you for any excess over the price you agreed to pay for the goods or charge you for any shortfall below the price you agreed to pay for the goods.

4.5 If you fail to take delivery because you have cancelled your contract under the Distance Selling Regulations the Supplier shall refund or re-credit you within 30 days for any sum that has been paid by you or debited from your credit card for the goods, less any expenses incurred for failed delivery.

4.6 Every effort will be made to deliver the goods as soon as possible after your order has been accepted. However, the Supplier will not be liable for any loss or damage suffered by you through reasonable or unavoidable delay in delivery. In this case, the Supplier will inform you as soon as possible.

4.7 Time for delivery shall not be of the essence. The goods maybe delivered by the Supplier in advance of the quoted delivery date.

4.8 Upon receipt of your order you will be asked to sign for the goods received in good condition. If you are unable to check the contents of the package at that moment in time please sign for the parcel as"UNCHECKED". Failure to do so may affect any warranty claims that you make thereafter.

4.9 When your order arrives you must check for damages and or shortages. Claims for damages and or shortages have to be made within 48 hours of receipt of your delivery. Claims for damages and or shortages made after 48 hours of your delivery arriving will be refused. Time and date of delivery is recorded with our carriers.

4.9.1 To make a claim for any damages and or shortages you must immediately send an email to enquiries@carrierbagshop.co.uk stating your invoice number and the details of the damages or shortages.

4.9.2 You must then arrange for any damaged goods to be returned to Carrier Bag Shop c/o Rocaba Group Limited, Unit C18, Hastingwood TradingEstate, Harbet Road, London, N18 3HT, United Kingdom within 7 working days of your claim at your cost, for us to be able process your claim further.

4.10 Keep all the packaging from your delivery in a secure dry environment in case you need to return any part of your order to us.

5. Risk/Title

5.1 The goods are at your risk from the time of delivery

5.2 Ownership of the goods shall not pass to you until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:

5.2.1 the goods, and

5.2.2 all other sums which are or which become due to the Supplier from you on any account.

5.3 The Supplier shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Supplier.

6. Title for Business Customers

6.1 If you are a business customer until ownership of the goods has passed to you, you must

6.1.1 store the goods (at no cost to the Supplier) separately from all your other goods and goods of any third party in such a way that they remain readily identifiable as the Supplier's property;

6.1.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; maintain the goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request you shall produce the policy of insurance to the Supplier; and condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request you shall produce the policy of insurance to the Supplier; and

6.1.2 on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.1.3 hold the proceeds of the insurance referred to in condition

6.2 If you are a business customer your right to possession of the goods shall terminate immediately if:

6.2.1 you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors(whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager,administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or

6.2.2 you suffer or allow any execution, whether legal or equitable,to be levied on your property or obtained against you or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

6.2.3 you encumber or in any way charge any of the goods.

7. Your right of cancellation and Returns Policy

7.1 You have the right to cancel the contract at any time up to the end of 28 working days after you receive the goods (see below), providing the goods have not been fitted or modified in any way and providing they are returned with the original packaging and providing the goods are in a resalable condition.

7.2 To exercise your right of cancellation, you must immediately send an email to enquiries@carrierbaghop.co.uk stating your order acknowledgement number and that you wish to cancel your order. You must then arrange for the goods to be returned to carrierbagshop.com c/o Rocaba GroupLimited, Unit C18, Hastingwood Trading Estate, Harbet Road, London, N18 3HT,United Kingdom within 7 working days of informing us of your cancellation and returning them at your cost.

7.3 If you exercise your right of cancellation after the goods have been dispatched, you will be responsible for returning the goods to the Supplier at your own cost. You must take reasonable care to ensure the goods are not damaged in the meantime or in transit.

7.4 Once you have notified the Supplier that you are cancelling the contract, the Supplier will refund or re-credit you within 30 days for any sum that has been paid by you or debited from your credit card for the goods only, and not for the packing and shipping costs, only after the cancelled items have been received in good condition by us.

7.5 If you do not return the goods as required, the Supplier may charge you a sum not exceeding the direct costs of recovering the goods.

8. Warranty

8.1 All goods supplied by the Supplier are warranted free from defects for 12 months from the date of supply (unless otherwise stated). This warranty does not affect your statutory rights as a consumer.

8.2 This warranty does not apply to any defect in the goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than as recommended by the Supplier, failure to follow the Supplier's instructions, or any alteration or repair carried out without the Supplier's approval.

8.3 If the goods supplied to you are damaged on delivery, you should notify the Supplier in writing via the e-mail address enquiries@carrierbagshop.co.uk or fax to 0208-884-1801 within 7 days. Initially you will be responsible for returning the goods to the Supplier at your own cost, your return will be inspected upon delivery to the supplier and providing the goods have been returned as required you may be issued with a refund for the carriage costs incurred. The goods must be returned to the address shown below. You must take reasonable care to ensure the goods are not damaged further in the meantime or in transit.

8.4 If the goods supplied to you develop a defect while under warranty or you have any other complaint about the goods, you should notify the Supplier in writing via the e-mail address or fax number shown above, as soon as possible, but in any event within 7 days of the date you discovered or ought to have discovered the damage, defect or complaint. Initially you will be responsible for returning the goods to the Supplier at your own cost, your return will be inspected upon delivery to the supplier and providing the goods have been returned as required you may be issued with a refund for the carriage costs incurred. The goods must be returned to the address shown below. You must take reasonable care to ensure the goods are not damaged further in the meantime or in transit.

10. Limitation of Liability

10.1 Rocaba Group Limited total liability in contract, tort(including negligence or breach of statutory duty), misrepresentation,restitution or otherwise, arising in connection with the performance orcontemplated performance of this agreement shall be limited to the price paid forthe goods.

10.2 Nothing in these conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier's negligence or fraudulent misrepresentation.

10.3 If you are a business customer the Supplier shall not be liable to you for any 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 this agreement.

10.4 Rocaba Group Limited’s liability for direct loss or damage arising from damage to tangible property for which Rocaba Group Limited is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.

10.5 The limitation on any exclusion from liability contained in these Conditions shall be subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.

10.6 Rocaba Group Limited will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control including without limitation Internet outages, communications outages, fire,flood, war or act of God.

10.7 If you are a business customer Rocaba Group Limited shall not be liable to you for any 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 this agreement.

12. Applicable Law

12.1 These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and each party agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.

12.2 Interpretation and Jurisdiction These terms and conditions only cover the carrierbagshop.com / carrierbagshop.co.uk web site. Any other websites which you link to from this website are governed by their own terms and conditions. We accept no responsibility or liability for web sites that are not under our control.

12.3 We are required by law to inform you that sales can only be concluded in English.

13. Copyright Notice

13.1 All content in whatever format found oncarrierbagshop.co.uk / carrierbagshop.com web site is copyright of it's respective owner, Rocaba Group Limited and legal action may be taken if any person(s) or business is found using the content found on carrierbagshop.co.uk/ carrierbagshop.com web site without permission in advance.

13.2 Rocaba Group Limited does not give you any right or interest in any copyright or intellectual property rights in any Product nor the right to copy them. The copyright in Rocaba Group Limited and the content of all the software, web site and pages relating to the carrierbagshop.com/carrierbagshop.co.uk web site is owned by, or licensed to RocabaGroup Limited, unless otherwise specified and may not be used, copied or altered without our express consent.

13.3 Copyright extends to the design, look and feel of carrierbagshop.com/carrierbagshop.co.uk, all photographs on it and its marketing materials.

13.4 Rocaba Group Limited,carrierbagshop.com/carrierbagshop.co.uk and our logos are trade names or trademarks of Rocaba Group Limited and may not be used by anyone else without our express permission. We have applied for a registered trademark in the name “RocabaGroup Limited” and we are also the owners of unregistered trade mark rights in them.

13.5 Some product images and product descriptions within the carrierbagshop.com/ carrierbagshop.co.uk website are Copyright © the irrespective owners. All brand names, logos and trademarks are property of the irrespective owners.

13.6 In addition to the above copyright notice any person/persons or businesses wishing to use hyperlinks or links in any other format to link carrierbagshop.co.uk / carrierbagshop.com must first obtain permission in writing and legal action may be taken if deemed necessary by carrierbagshop.co.uk / carrierbagshop.com if permission was not obtained in advance or if permission was denied.

14. Errors & Omissions

14.1 Every effort is made to ensure the accuracy of any technical data or literature made available in relation to our products and services.

14.2 All descriptions and illustrations of goods in any catalogue, brochure, information on the carrierbagshop.com/carrierbagshop.co.uk website, price list or in any other document provided by us are intended for general guidance only and do not form part of any contract between you and us.

14.3 We accept no liability for any error or omissions in such documents and cannot be liable in any circumstances for any loss or damage resulting from your reliance on such descriptions and illustrations.

14.4 We will promptly correct any errors brought to our attention.

15. Statutory Rights

All statements, guarantees or warranties in these terms of trading are additional to and do not affect your statutory rights. These terms and conditions are subject to change at any time without prior notice to you.


Printed Packaging Terms & Conditions

Definitions

1.1. “Seller” means Rocaba Group Limited (Trading as Carrier Bag Shop) whose office is at Unit G4 Hastingwood Trading Estate, 35 Harbet Road, London, N18 3HU, United Kingdom.

1.2. “Buyer” means the person, firm or company who agrees to buy the Goods from the Seller.

1.3. “Buyer’s Premises” means the Buyer’s premises as detailed on the quotation given by the Seller to the Buyer in respect of the Goods.

1.4. “Delivery Date” means an approximate date specified by the Seller on receipt of the Buyer’s order unless the Buyer has specified a date when the Goods are to be delivered.

1.5. “Conditions” means these Terms and Conditions of Sale.

1.6. “Contact” refers to the agreement based on these Terms and Conditions for the supply of Goods by the Seller to the Buyer as outlined in all

correspondence.

1.7. “Goods” means all goods (and services where applicable) supplied by the Seller to the Buyer in relation to the Contract.

1.8. “Price” means the price of the Goods plus VAT plus any Additional Charges as referred to in these Conditions.

1.9. “Writing” includes any postal letter, facsimile transmission and electronic mail.


2. Basis for Sale

2.1. The Terms and Conditions shall apply to the sale by Rocaba Group Limited of all Goods and Services purchased by the Buyer and they shall govern the contract to the exclusion of any other terms and conditions introduced or submitted by the Buyer.

2.2. No variation of these Conditions may be submitted by any employee of Rocaba Group Limited unless confirmed in writing by an authorised representative (such as a Company Director) of the Seller and no collateral or supplemental contract may be made or construed unless confirmed in writing by an authorised representative of Rocaba Group Limited on official company stationary.

2.3. Any tender or quotation does not constitute an offer or order and the Contract between Rocaba Group Limited and the Buyer shall only begin once we have issued an acknowledgement of the order placed by the Buyer in writing in the form of a Sales Order or Pro-forma Invoice and not before.

2.4. Where the Seller acknowledges or confirms the details of an order and this Contract in writing, the Buyer is duty bound to bring any discrepancies to our attention immediately. If the buyer fails to do so then, if the Seller so elects, the Buyer shall be bound to the details contained, mentioned or referred to in the written confirmation of the Contract and Sales Order or Proforma

Invoice.

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

2.6. The Seller’s employees or agents are not authorised to make representations concerning the Goods unless confirmed by an authorised representative of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in these Conditions shall exclude the Sellers liability for fraudulent misrepresentation.

2.7. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

2.8. The seller reserves the right to make any changes to Goods:-

2.8.1. Which are required so that the Goods conform with any applicable statutory or EU requirement; or

2.8.2. Where such changes to the Goods do not materially affect the quality or performance of the Goods.

3. Risk

3.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery, or if the Buyer wrongfully fails to take delivery, the time when the Seller has tendered delivery of the Goods.

4. Pricing & Quotations

4.1. All quotations are submitted by our company in good faith. They are not legally binding. We withhold the right to rectify, amend or correct any errors

with regards to any written quotations.

4.2. All quotations are valid for a period of 14 days unless otherwise stated and held on record for a further 28 days. After this time Rocaba Group Ltd reserve the right to amend the prices depending on the current market value of the goods.

4.3. All quotations are subject to Value Added Tax at the current rate unless otherwise stated or the Buyer is being invoiced outside of the United Kingdom of Great Britain and Northern Ireland.

4.4. We are happy to provide an initial quotation free of charge. We will also happily amend this quotation a further two times in line with the demands of our customers. Any further amendments however may incur a charge of £10.00 plus VAT. This is at the discretion of our sales department. This is

payable in advance.

4.5. We will also gladly provide samples to customers on request. However due to postage costs we are only able to provide one sample pack per Buyer.

If you require any further samples, the postage will be borne by the customer at cost. Again, this is at the discretion of our sales department and payable in

advance.

4.6. All tenders and quotations are subject to these Terms.

4.7. The Price for the Goods shall be the price specified by the Seller in the Sales Order for the Goods as then delivered to the Buyer.

4.8. Where the Seller is required to deliver the Goods on any basis other than in accordance with the standard delivery period notified in the quotation,

unless any specific fee or charge is agreed by the Buyer with the Seller, the Seller reserves the right to charge a reasonable fee to the Buyer for the cost of any carriage and / or other expenses incurred by the Seller in relation to the delivery of the Goods.

4.9. The Buyer shall bear all additional costs incurred by the Seller on account of any materials or designs supplied by the Buyer requiring any additional process not taken into account in determining the Price / Quotation.

5. Bespoke Printed Orders

5.1. All printing, artwork & composition of design is done on the Buyer’s instruction & the Buyer will assume all responsibility and liability for any resulting copyright or trademark infringements to the exclusion of the liability company.

5.2. Any materials that are supplied for the purposes of a quotation will be matched wherever possible, with the exclusion of natural variances in raw material.

5.3. A Sales Order or Pro-forma Invoice outlining the exact specifications and colours of any printed bags will be provided to the customer to check and approve. Only once this has been approved will we proceed with the manufacture of printed bags. Any errors must be pointed out to Rocaba Group Limited in writing. We advise customers not to sign off any Sales Order until they are sure all details are correct as after the Sales Order has been signed off, we cannot accept any liability for any errors.

6. Artwork

6.1. A digital proof will be given to the Buyer once the artwork has been finalised, outlining the print details. Whilst every effort has been made to ensure this digital proof is correct it is the customer’s responsibility to check for any errors. Once this has been signed and returned it shall form part of the

Contract between the Buyer and Rocaba Group Limited. The proofing service will include one initial drafting and one amendment to this. Any further amendments will come at an extra charge. Either a written or verbal instruction from the Buyer to Rocaba Group Limited constitutes an acceptance by the client to bear the costs of the re-proofing. By requesting a proof, you are agreeing to these terms.

6.2. Rocaba Group Limited will in no way accept liability for any errors that are not raised by the customer on sight of the proofs prior to printing. We will not proceed with the production of any new order unless we have signed copies of the original proofs and / or approval in writing. Please check your proof for full print details.

6.3. We are able to carry out artwork on behalf of the Buyer and can quote accordingly for this service. This service will include one initial drafting and one amendment. Any further amendments will come at an extra charge. Either a written or verbal instruction from the Buyer to Rocaba Group Limited constitutes an acceptance by the client to bear the costs of this artwork. Any artwork prepared for the customer that does not progress to an order with Rocaba Group Limited will be chargeable. Artwork, plates, blocks, rubbers, sketches and discs all remain the property of Rocaba Group Limited until paid for in full by the customer.

6.4. If Rocaba Group Limited offers artwork free of charge to a Buyer in good faith, who then subsequently cancels the order, we reserve the right to then invoice the client for that artwork. Any amendments to artwork after preproduction samples will incur charges also.

7. Deliveries

7.1. Unless otherwise agreed by the Seller in writing, delivery shall take place at the Buyer’s Premises. The Seller shall reasonably endeavour to deliver the Goods at the Buyer’s Premises or such other address as may be agreed between the parties in writing on the date indicated by the Seller or the date agreed between the parties, but the time of delivery or performance shall not be of the essence and if despite those endeavours, the Seller is unable for any reason to fulfil any delivery of the Goods on the date so indicated, the Seller shall not be deemed to be in breach of the Contract or have any liability to the Buyer.

7.2. In the event of a shortage / damage on any delivery made by the company, notice must be given by the Buyer verbally within 24 hours and in writing within 7 days of receipt. The company cannot be held accountable for shortages or damage not advised within this time frame.

7.3. In the event of a shortage / damage on any delivery made by a courier on behalf of the company, it must be noted on the paper work accompanying the delivery. Failure to do so will render any insurance claims for loss of goods in transit nil and void.

7.4. In the case of an order involving more than one delivery, unless the order confirmation states otherwise, Rocaba Group Limited expect the goods to be accepted by the Buyer within three months from the date of the first delivery. If the customer refuses to accept a delivery the customer will be invoiced immediately and the costs and charges will be at the customer’s expense.

7.5. The Buyer shall provide the Seller with clear delivery instructions in the event that the Seller agrees to deliver the Goods to any point other than the Buyer’s premises.

7.6. Upon delivery the Buyer will sign a delivery note which will be conclusive evidence that delivery of the Goods has been made.

7.7. The Seller shall have the right to deliver any Goods ordered in instalments.

7.8. The Buyer acknowledges that on delivery there may be a deviation within +/-15% (fifteen percent) of the number of Goods ordered. In the event that any such deviation is a shortfall of more than 15% the Seller shall, unless agreed otherwise with the Buyer, make up such as soon as reasonably practicable.

7.9. Failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of the Goods delivered in any one or more instalments shall not entitle the Buyer either to treat the Contract as a whole as repudiated or to reject or refuse to take delivery of any of the Goods delivered in any other instalment.

7.10. Notwithstanding Clause 7.1, in the event that the Parties have agreed that delivery is to be of the essence and the Seller fails to deliver the Goods (or any instalment thereof) for any reason other than as referred to in Condition 7.8 Above, any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods.

7.11. The Buyer shall be ready to accept delivery on the agreed Delivery Date and unless the Seller agrees otherwise, the Seller shall unload the Goods. The Buyer shall ensure that at least one representative is available to assist the Seller during the unloading of the Goods and the Buyer shall be charged any other expenses incurred by the Seller (“Additional Charges”) for:-

7.11.1. Wasted time for any delay;

7.11.2. Each repeat delivery where the Seller or Seller’s carrier leaves the delivery point and subsequently returns to the delivery point with the Goods.

7.11.3. As a result of the Buyer’s inability or unwillingness to accept delivery and/or delay in unloading the Goods and/or the Buyer’s failure to provide a representative to assist the Seller in the unloading of the Goods.

7.12. If the Buyer fails to take delivery of the Goods (otherwise than by reason of the Seller’s fault) or fails to give the Seller adequate instructions for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:-

7.12.1. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of the storage and the Goods shall remain in all aspects at the Buyer’s risk; or

7.12.2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Price under the contract.

7.12.3. Be entitled to full payment in respect of the Goods refused;

7.12.4. Without prejudice to any right on the Seller’s part to damages or payment in respect thereof, the Seller shall be entitled to cancel any further consignments under the contract.

8. Minimum Order Value

8.1 All quotations include delivery charges to one UK mainland address unless otherwise stated. If you require multiple deliveries you will be quoted separately unless stated on the order confirmation.

8.2 Minimum orders on stock goods are one pallet (mixed) if delivery is required. There is no minimum order on stock products if the Buyer is collecting the goods from our premises. Minimum orders on printed runs vary depending on the product and type of bags and will be quoted separately.

9. Payment Terms

9.1. We can offer several payment options to our clients depending on the type, size and frequency of their order.

9.1.1. 30 Days Net Credit Account - This is subject to completion of a Credit Application form and an authorised credit check being

made.

9.1.2. Pro-forma Payment - This will be required on any printed orders and with new clients and existing clients without a credit history with us.

10. Payment Conditions

10.1 The payment terms in these Conditions apply save to the extent that they are inconsistent with any specific payment terms agreed in writing between the Seller and the Buyer.

10.2 The buyer shall pay the Price of the Goods and any Additional Charges in accordance with any specific payment terms set out on the quotation.

10.3 The Seller shall be entitled to invoice the Buyer for the Price of Goods on or at any time (after deliver/ before despatch) of the Goods or any instalment

thereof.

10.4 The Buyer shall make payment for the Price of Goods in sterling, unless agreed otherwise in writing. Any payment received by the Seller in any other currency will not be deemed to be payment for the Goods in question.

10.5 If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller:-

10.5.1 The Seller shall be entitled to charge the Buyer interest on the amount unpaid at the rate of 4% (four per cent) per annum above the Seller’s banker’s base rate current from the time to time, accruing on a daily basis until payment is made whether before or after any judgement; and

10.5.2 The Seller shall be entitled to withhold delivery of any Goods agreed to be sold by the Seller to the Buyer or any instalment thereof (being the subject of the contract or any other contract) until the overdue payment is made in full.

10.6 For all customers who have a 30 day credit account, payment is due in full 30 days from the invoice date to Rocaba Group Limited or its nominee unless special terms have been agreed with the Buyer and Rocaba Group Limited in writing beforehand.

10.7 Rocaba Group Limited reserves the right to use Experian or a reputable credit reference agency at any point in the trading relationship with a customer utilising a credit facility. We strictly follow the guidelines of the Data Protection Act. This is carried out in the strictest confidence and only used by the company for the purpose of granting a credit facility.

10.8 All goods shall remain the property of Rocaba Group Limited until paid for in full by the Buyer.

10.9 Late payments are invoiced weekly. We understand and may exercise our statutory right of interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to our terms and conditions.

In addition to the interest at 4% above base, we reserve the right to charge a one off flat fee of £50.00 for invoices up to the value of £1000.00, and a £100.00 flat fee for invoices over the value of £1000.00.

10.10 The company reserves the right to withdraw discounts on overdue invoices. We also reserve the right to re-invoice goods at full price. This is totally at the discretion of the company.

10.11 Dishonoured (bounced) bank cheques will incur an administration charge of £20.00 plus VAT per dishonoured presentation.

10.12 Failure to make payment within a reasonable time will result in the debt being passed on to a reputable collection agency. The Buyer shall be held responsible for all costs incurred for the collection of outstanding debts, including but not restricted to solicitors fees, re-issuing of documentation and necessary visits by a member of staff or representatives to the Buyer. The figure is typically 15% on top of the value of the debt.

10.13 Written correspondence entered into by Rocaba Group Limited as result of non-payment of a debt is chargeable at a rate of £15.00 per letter.

11. Title

11.1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title of Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for;

11.1.1. All Goods delivered to the Buyer under the Contract; and

11.1.2. Any other Goods delivered to the Buyer under all other Contracts between the Seller and the Buyer for which payment of the full price of the goods has not been paid.

11.1.3. Payment of the full price of the Goods shall include the amount of interest, Additional Charges or any other sum payable.

11.2. Until such time as title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.

11.3. Until such time as the title in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or said party where the Goods are stored and mark identify and repossess the Goods.

11.4. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

12. Quantity Variations

12.1 A convention in packaging allows manufacturers to deliver up to plus/minus 15% on the contract quantity and invoice for the actual amount delivered. This is to avoid waste and for environmental reasons. If for any reason you are not happy with accepting this, please let us know before placing your order. After this time the Buyer is liable to pay for any extra production. Underproduction will of course be discounted.

12.2 If the Buyer has been given any discounts, any invoice or credit note for over or under production will also be at the discounted rate.

12.3 This does not apply to plain stock design bags, in this case quantity variations are limited to 2.5%.

13. Contract Default or Order Cancellation

13.1 If in the case that the contract involves more than one delivery, if default is made in payment on the due date for any one delivery, Rocaba Group Limited reserves the right to treat the contract as repudiated by the Buyer and claim damages accordingly.

13.2 A contract cannot be cancelled except through mutual agreement and then only on terms which would fully indemnify Rocaba Group Limited.

14. Force Majeure

14.1 The Seller shall not be liable to the Buyer nor be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the contract if the delay or failure was due to any cause beyond the Seller’s reasonable control. The following shall (without limitation), be regarded as cause beyond the Seller’s reasonable

control:-

14.1.1 Act of God, explosion, flood, tempest, fire or accident;

14.1.2 War or threat of war, sabotage, insurrection, terrorism, civil disturbance or requisition;

14.1.3 Acts, restriction, regulations, bye-laws, prohibitions or measures of any kind on the part of any kind on the part of my government, parliamentary, or local authority;

14.1.4 Import or export regulations or embargoes;

14.1.5 Strikes, lock-outs or other industrial actions or trade disputes

(whether involving employees of the Seller or of a third party);

14.1.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

14.1.7 Power failure or breakdown in machinery.

15. Specifications and Instructions

15.1. Unless the Seller agrees otherwise, only the specifications referred to in the question shall form part of the Contract.

15.2. The Seller reserves the right subject to giving prior written notice to the Buyer to modify the said specifications where the Goods cannot in the opinion of the Seller be produced according to the said specifications and the Buyer agrees to accept the Goods as produced according to the specifications so modified in satisfaction of the Sellers obligations as to production of the Goods under the Contract.

16. Intellectual Property

16.1. Where applicable, all specifications, drawings, designs and technical description, and all information and “knowhow” whatsoever supplied by the Seller to the Buyer is as between the Seller and the Buyer the Seller’s copyright and property and shall at all times be treated by the Buyer as confidential and shall not without the prior written consent of the Seller be used by the Buyer except for the purposes of the Contract.

16.2.The Buyer will indemnify the Seller against all actions claims demands costs charges, penalties, royalties and expenses arising directly or indirectly or incurred by reason of any infringement or alleged infringement of or any right attributable to any instructions, specifications or designs whether express or implied supplies by the Buyer to the Seller.

16.3 We reserve the right to use your printed bags for our marketing purposes. If you do not wish us to do so then please inform us in writing.

17. Termination

17.1. Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to terminate the Contact if;

17.1.1 The buyer makes any voluntary arrangement with its creditors or(being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

17.1.2 An encumbrancer takes possessions of or a receiver is appointed over any of the property or assets of the Buyer; or

17.1.3 The Buyer ceases, or threatens to cease, to carry on business; or

17.1.4 The Buyer has not paid the Price, Additional Charges (or part thereof) in accordance with Conditions 10 & 11 and such amount remains outstanding after 30 days; or

17.1.5 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer

accordingly.

17.2 And if the Goods have been delivered but not paid for, the Price together with any Additional Charges shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17.3 Where the Contract is terminated under Condition 17.1, the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs

(including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

17.4 For the avoidance of doubt, in the event of termination of this Contract at any time, the Buyer shall be liable to the Seller for the part of the price and any Additional Charges reasonable and properly incurred up to and including the date of the termination.

18. Warranties and Liability

18.1. The Seller warrants that (subject to the other provisions of these Conditions) upon delivery the Goods shall correspond with the Seller’s specification for them on delivery.

18.2. The Seller shall not be liable for any defect in the specification or performance of the Goods if such defect is due to inaccurate or insufficient information instructions or drawings being supplied to the Seller by the Buyer (or agent/employee/representative thereof) at the request of the Seller or otherwise.

18.3. Any warranty given in these Conditions shall not apply to any modification and/or repair carried out to the Goods without the Seller’s prior approval in writing.

18.4. 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.

18.5. The Buyer shall not be entitled to reject the Goods where the alleged defect or breach of contract is so slight that it would be unreasonable for the Buyer to reject the Goods. The Buyer must lodge any claim no more than 5 working days after delivery. After 5 working days, the Goods will be considered accepted by the Buyer in full.

18.6. Where any valid claim in respect of the Goods is made by the Buyer the Seller shall be entitled to replace or repair the Goods (or the part in question), at the Seller’s sole discretion, refund to the Buyer the prices of the relevant Goods (or a proportionate part of the price for the relevant Goods), and the Seller shall have no further liability to the Buyer.

18.7. Seller’s liability in connection with the sale of the Goods and the provision of the Services to the Buyer shall be as follows:-

18.7.1. In respect of death or personal injury, the Seller’s liability shall be Unlimited.

18.7.2. In respect of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of the Contract shall be limited to the Price in aggregate;

18.7.3. In respect of any loss goodwill or for any type of consequential, special or indirect loss or damage howsoever caused the Seller’s liability shall be nil.