BACKGROUND

ENVISTA BRANDING LTD TERMS AND CONDITIONS OF SALE

These Terms of Sale set out the terms under which Goods are sold by Us to business customers. Please read these Terms of Sale carefully and ensure that You understand them before ordering any Goods from Us. You will be required to read and accept these Terms of Sale when ordering Goods. If You do not agree to comply with and be bound by these Terms of Sale, You will not be able to order Goods from Us. These Terms of Sale, as well as any and all Contracts, are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract”

“Goods”
“Order”
“Order Confirmation”

“We/Us/Our”

means a contract for the sale and purchase of Goods, as explained in clause 4;

means the goods and products sold by Us; means Your order for Goods;

means Our acceptance and confirmation of Your Order;

means Envista Branding Ltd, a company registered in England & Wales under number 05812586, whose registered address is at Nursery Cottage, Beckley, Hinton, Christchurch, Dorset BH23 7ED and whose main trading address is at Unit D2, Cirrus Court, Aviation Business Park, Christchurch, Dorset BH23 6BW; and

means the person, company or entity that has placed or intends to place an Order.

“You/Your”

2. Information About UsEnvista, Envista Branding and Safetytock are trading names of Envista Branding Ltd.
3. Business Customers and Consumers
   1. 3.1  Unless We otherwise agree in writing, only business customers are permitted to purchase Goods from Us, and, when placing an Order, You warrant that You are a business customer and that You are not a consumer purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft or profession).
   2. 3.2  Notwithstanding clause 3.1, nothing in these Terms of Sale shall affect or undermine the rights of anyone purchasing Goods as a consumer.
   3. 3.3  These Terms of Sale constitute the entire agreement between Us and You with respect to Your purchase of Goods from Us. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein (provided that this does not exclude any liability for fraudulent misrepresentation.
4. Orders – How Contracts Are Formed
   1. 4.1  These Terms of Sale govern the sale of Goods by Us and will form the basis of the Contract between Us and You. Before making your Order, please ensure that You have read these Terms of Sale carefully. If you are unsure about any part of these Terms of Sale, please ask Us for clarification.
   2. 4.2  Nothing provided by Us, including but not limited to sales and marketing literature, price lists and other documents, constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending You an Order Confirmation. Only once We have sent You an Order Confirmation will there be a legally binding Contract between Us and You.
   3. 4.3  Where the Goods include bespoke elements for You such as logos, slogans, corporate images or names, We will provide You with artwork, and once you have approved the artwork, and notwithstanding clause 4.2, Your Order will be

deemed confirmed, and a legally binding Contract between Us and You will have been formed.

4. 4.4  In the unlikely event that We do not accept or cannot fulfil Your Order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment, any such sums will be refunded to You as soon as possible and in any event within 28 working days.
5. 4.5  If You are placing an Order through Our website:
   1. 4.5.1  the Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending You an Order Confirmation, usually by email. Only once We have sent You an Order Confirmation will there be a legally binding Contract between Us and You;
   2. 4.5.2  before submitting Your Order, please ensure that You have checked it carefully. If, during the order process, You provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process Your Order due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your Order and treat the Contract as being at an end. If We incur any costs as a result of Your incorrect or incomplete information, We may pass those costs on to You.

5. Goods, Pricing and Availability

5.1 We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from Us correspond to the actual Goods. Please note, however, the following:

1. 5.1.1  images of Goods are for illustrative purposes only;
2. 5.1.2  images and/or descriptions of packaging are for illustrative purposes only, and the actual packaging of Goods may vary; and
3. 5.1.3  due to the nature of the Goods sold by Us, there may be minor variances in the size and dimensions between the actual Goods and their description.

2. 5.2  Where We have provided You with samples of Goods prior to the placing by You of Your Order, and You have then placed such Order based on the samples, We will make all reasonable efforts to ensure that the actual Goods delivered correspond in all material respects with the samples, but You accept that there may be minor variances between the actual Goods and the samples. Any such variances will not change the main characteristics of the Goods and will not normally affect Your use of those Goods. Goods will not be considered as faulty or incorrect where the actual Goods delivered correspond in all material respects with the samples.
3. 5.3  Please note that clauses 5.1 and 5.2 do not exclude Our responsibility for mistakes due to negligence on Our part and refer only to minor variations of the correct Goods. Please refer to clause 8 if You receive incorrect Goods (i.e. Goods that are not as described).
4. 5.4  Minor changes may, from time to time, be made to certain Goods between Your Order being placed and Us processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical or security issues. Any such changes will not change any main characteristics of the Goods and will not normally affect Your use of those Goods. However, if any change is made that would affect Your use of the Goods, suitable information will be provided to You.
5. 5.5  In some cases, it may be necessary for more significant changes to be made to the Goods. If any such changes are made and will affect Your Order, We will notify You in writing before the changes take effect.
6. 5.6  We make all reasonable efforts to ensure that Our published prices for the Goods are correct at the time of publication. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.
7. 5.7  In the event that We have published incorrect pricing information, We will contact You in writing to inform You of the mistake. If the correct price is lower than that published when You made Your Order, We will simply charge You the lower amount and continue processing Your Order. If the correct price is higher, We will give You the option to purchase the Goods at the correct price. We will not proceed with processing Your Order in this case until You respond. If We

do not receive a response from You within 7 days, We will treat Your Order as cancelled and notify You of this in writing. In no event will We be required to supply the Goods to You at the incorrect price.

8. 5.8  Our prices are exclusive of VAT. If the VAT rate changes between Your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
9. 5.9  Delivery charges are not included in the published price of Goods. When You place an Order, delivery options will be offered, and the charges relating to the delivery option chosen by You will be added to the price for the Goods.

6. Payment
   1. 6.1  Unless We have agreed credit facilities with You (which, unless We specify otherwise, are 30 days end of month), payment for the Goods and related charges must always be made in advance.
   2. 6.2  Payment must be made in full for Your Order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
   3. 6.3  Payment by credit card may incur a fee.
   4. 6.4  If You fail to make any payment on the due date then, without prejudice to any other right or remedy available to Us, We shall be entitled to:
      1. 6.4.1  cancel the Order or suspend deliveries to You; and
      2. 6.4.2  withdraw all credit facilities extended and require immediate payment of all outstanding invoices issued whether or not they were due for payment; and
      3. 6.4.3  levy interest and other charges to which We is entitled on all unpaid amounts under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Delivery, Risk and Ownership

7.1 All Goods purchased from Us will normally be delivered within 30 calendar days after the date of Our Order Confirmation unless otherwise agreed or specified during the Order process (subject to delays caused by events outside of Our control, for which see clause 10).

2. 7.2  If We are unable to deliver the Goods on the delivery date, the following will apply:
   1. 7.2.1  if no one is available at Your delivery address to receive the Goods and the Goods cannot be left in a safe place nominated by You, We will leave a delivery note explaining how to rearrange delivery or where to collect the Goods;
   2. 7.2.2  if You do not rearrange delivery or collect the Goods within 5 working days, We will retain the Goods and await Your further instructions as to delivery.
3. 7.3  Notwithstanding that delivery has not been possible, a refund in respect of the Goods will not be given except with Our written approval which We may withhold at Our entire discretion. Where the Goods are bespoke for You or have been branded or decorated in accordance with Your instructions a refund will not be given in any circumstance. Where the Goods have been procured from a third party supplier, a refund will only be considered where the supplier has agreed to accept the Goods back from Us and to give Us a refund. In all cases, a refund will be of the price for the Goods only, will not include the costs of delivery and may be subject to a handling charge.
4. 7.4  Delivery shall be deemed complete once We have delivered the Goods to the address including, where relevant, any alternative address You have provided.
5. 7.5  Ownership of the Goods passes to You once We have received payment in full of all sums due (including any applicable delivery charges).
6. 7.6  Responsibility for (the risk in) the Goods will pass to You when delivery is complete.

8. Faulty, Damaged or Incorrect Goods

1. 8.1  We warrant that the Goods, on delivery, shall: be as described; be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Goods Act 1979); and be fit for any purpose described by Us.
2. 8.2  If any Goods You have purchased do not comply, subject to clause 8.3 and Your compliance with clauses 8.2.1 to 8.2.3, We shall, at Our option, repair the affected Goods, replace them, or issue You with a full refund for the price of

the affected Goods. The following conditions shall apply:

1. 8.2.1  You must give Us written notice of the non-compliance within 5 working days of delivery having been made;
2. 8.2.2  You must return the Goods in question to Us; and
3. 8.2.3  You must give Us a reasonable opportunity to examine the Goods in question.

3. 8.3  We will not be liable for any non-compliance with the provisions of clauses 8.1 of any Goods if any of the following apply:
   1. 8.3.1  You have made any further use of the affected Goods after giving Us written notice of the non-compliance under clause 8.2.1;
   2. 8.3.2  the non-compliance has arisen as a result of Your failure to follow instructions on the correct usage, maintenance, installation, storage of the affected Goods or, where no instructions are provided, Your failure to follow good trade practice with respect to the same;
   3. 8.3.3  the non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by You to Us;
   4. 8.3.4  You have made any unauthorised alterations or repairs to the affected Goods; or
   5. 8.3.5  the non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.
4. 8.4  The terms of this clause 8 shall also apply to any Goods which are repaired or replaced by Us under clause 8.2.
5. 8.5  Except as provided in this clause 8, We shall have no further liability to You with respect to Goods which do not comply with clause 8.1.
6. 8.6  To return Goods to Us for any reason under this clause 8, please contact Us to arrange for a collection and return.
7. 8.7  Refunds (whether full or partial) under this clause 8 will be issued within 28 working days of the day on which We agree that You are entitled to the refund.

9. Our Liability

9.1 Subject to clause 9.4, We will not be liable to You, whether in contract, tort

(including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us.

2. 9.2  Subject to clause 9.4, Our total liability to You for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be the total amount paid by You for the Goods under the Contract in question.
3. 9.3  Except to the extent expressly set out these Terms of Sale, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
4. 9.4  Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; for breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; for defective products under the Consumer Protection Act 1987; or for any other matter in respect of which liability cannot be excluded or restricted by law.

10. Events Outside of Our Control (Force Majeure)

1. 10.1  We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, governmental directive, or any other event that is beyond Our reasonable control.
2. 10.2  If any event described under this clause 10 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:10.2.1 We will inform You as soon as is reasonably possible; 10.2.2 We will take all reasonable steps to minimise the delay;

3. 10.2.3  to the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits to which We are bound by will be extended accordingly;
4. 10.2.4  We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
5. 10.2.5  if the event outside of Our control continues for more than 6 months, We will cancel the Contract and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible and in any event within 28 working days of the date on which the Contract is cancelled.

11. How We Use Your Personal Information (Data Protection)All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.
12. Other Important Terms
    1. 12.1  We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party. If this occurs, You will be informed by Us in writing. Your rights under these Terms of Sale will not be affected, and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
    2. 12.2  You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract, as applicable).
    3. 12.3  The Contract is between You and Us. It is not intended to benefit any other person or third party in any way, and no such person or party will be entitled to enforce any provision of these Terms of Sale.
    4. 12.4  If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
    5. 12.5  No failure or delay by Us in exercising any of Our rights under these Terms of

Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

12.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to Your Order, We will give You reasonable advance notice of the changes and how they affect Your Order.

13. Law and Jurisdiction

1. 13.1  These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. 13.2  Any disputes concerning these Terms of Sale, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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