ELM OFFICE PRODUCTS LTD TRADING AS ELM DIRECT AND ELM INTERIORS  (hereafter known as ELM DIRECT) does business with it's buyers under the terms and conditions set forth herein. ELM DIRECT hereby rejects any terms and conditions contained in any buyer purchase order or other business forms or in correspondence or elsewhere implied by trade, custom, practice or course of dealing unless specifically included or varied in writing by a director or other authorised representative of ELM DIRECT which are different from or in addition to the terms stated herein.

"Buyer" means the person or company whose order for the goods is accepted by ELM DIRECT. "Goods" means the goods (including any instalment of the goods or any parts for them) which ELM DIRECT is to supply in accordance with these conditions. Any reference in these terms and conditions to singular includes plural.

1          ACCEPTANCE OF ORDERS

All orders are subject to the approval of ELM DIRECT

2          GENERAL TERMS OF PAYMENT & FINANCIAL REQUIREMENT

a) Terms are nett 30 days from the date of the invoice for Buyers to whom ELM DIRECT extends credit, except where otherwise agreed in writing by ELM DIRECT. ELM DIRECT reserved the rights from time to time at its discretion to allow a

settlement discount for early payment only when expressly stated. Time of payment shall be the essence of all contracts between ELM DIRECT and Buyer to which these Terms and Conditions apply.
b) A LATE CHARGE OF THREE (3%) PERCENT OVER BASE RATE WILL BE IMPOSED ON ANY PORTION OF AN ACCOUNT NOT PAID WITHIN

THE TERMS STATED ON THE INVOICE at the discretion of ELM DIRECT. However, if this rate exceeds the maximum rate permitted under applicable laws or regulations, the rate shall be reduced to the maximum allowable rate.
c) ELM DIRECT may offer special payment and/or shipment terms. In such event these special terms shall supersede the general terms payment and/or shipment, provided that such special terms are fully stated in a ELM DIRECT invoice, signed by an authorised representative of ELM DIRECT and such invoice is accepted by ELM DIRECT.

d) If a Buyer shall commit any material breech of it's obligations hereunder or shall commit an act of bankruptcy

or (being a corporation) shall go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver nor any of his or its property or make a deed of arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of ELM DIRECT, Buyers credit becomes impaired, ELM DIRECT shall have the following rights and remedies in addition to any other rights and remedies provided by application of law.

             
i.          All sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.
ii.         ELM DIRECT may refuse any order placed by the Buyer.
iii.        ELM DIRECT may cancel any accepted orders or delay shipping of any order.
iv.        If credit previously has been extended by ELM DIRECT to Buyer and ELM DIRECT elects to make further sales to Buyer, ELM DIRECT

may require payments on a C.O.D. or cash in advance basis
v.         In the event collection of sums due from Buyer to ELM DIRECT is referred to lawyers or debt recovery agents for which ELM DIRECT is insured or if proceedings are brought to collect such sums or to enforce the rights of ELM DIRECT, Buyer

agrees to pay all costs and reasonable fees incurred in any proceedings or appeal and in executing any judgement
vi.        Buyer agrees that it has read the disclaimer of Implied Warranties and Limitations on Damages contained in the Terms & Conditions of Sale, that they have been explicitly negotiated ant that they have become part of the
basis of its bargain with ELM DIRECT

e) ELM DIRECT have the right to change its financial requirements at any time.

3          RETURNS & REPLACEMENTS

a) Notification of claims for adjustment on short or otherwise unsatisfactory goods due to fault of ELM DIRECT must be made to ELM DIRECT within five days of delivery date otherwise goods will be deemed to have been accepted by buyer. In such situations, ELM DIRECT shall have the right to examine the applicable goods and delivery records at the Buyers location.

b) Defective goods will be accepted for replacement or credit only with prior authorisation from ELM DIRECT. Goods returned are not to exceed quantity authorised. Credit will be issued only after goods are inspected and approved
and will be based on Buyer's cost for the goods in question, less any costs such as handling, transport and repackaging as deemed by ELM DIRECT.

c) PROOF OF DELIVERY REQUESTS MUST BE MADE IN WRITING within 90 days of order. ELM DIRECT will not supply signature proof of delivery details after this time, and are not accountable for any losses or damages reported outside of our specified time requirements.

4          DISCLAIMER OF IMPLIED WARRANTIES & LIMITATIONS ON DAMAGE
a) ELM DIRECT's aggregate liability, if any, to buyer whether for negligence, breach of contract, misrepresentation or otherwise shall not in any circumstances exceed those costs of the defective goods which gave rise to such liability in the respect of any occurrence or series of occurrences.

b) Subject to this condition 4:

i.          All conditions and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded save for liability for death or personal injury caused by negligence.
ii.         ELM DIRECT shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and excluding without limitation loss of anticipated profits, good will, reputation, business receipts or contracts or losses or expenses resulting from third party claims.

5          PRICE CHANGES

ELM DIRECT shall have the right to reduce or increase prices to Buyer at any time without prior notice, except with respect to orders, which have been accepted prior to such price modification.

6          CHANGES IN PRODUCTS AND POLICIES

a) ELM DIRECT may at any time, add, change or cease making available any goods without prior notice to Buyer, and Buyer shall have no claim against ELM DIRECT for failure to furnish goods of the type previously sold.

b) ELM DIRECT may at any time change warranty without incurring any liability to Buyer.

7          TAXES

Prices stated do not include VAT and any other tax or duties payable by ELM DIRECT, which will be added to invoice wherever applicable.

8          GENERAL TERMS OF TRANSPORT

a) ELM DIRECT may make partial transport of Buyer's orders on account, which transports may be separately invoiced and shall be paid for when due, without regard to subsequent transports. Delay in transport or delivery of any
particular instalment or delivery of faulty goods in any one instalment shall not entitle the Buyer to repudiate the whole contract nor relieve buyer of his obligation to accept and pay for the remaining instalments.

b) Risk or loss or damage in transit will be borne by the party paying freight charges. Any goods received damaged in transit must be signed for as damaged.

c) ELM DIRECT shall endeavour to make deliveries within a reasonable time. HOWEVER, ELM DIRECT SHALL NOT BE LIABLE TO BUYER FOR

ANY DAMAGES, WHETHER INCIDENTAL , CONSEQUENTIAL OR OTHERWISE FOR FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY

ERROR IN THE FILLING OF ORDERS.
d) Time of delivery shall not be of the essence in any contract to which these Terms and Conditions apply and shall not be made so by the service of any notice.

e) The risk shall pass on delivery to the Buyer.

9          TITLE

Notwithstanding delivery and passing of risk, the goods shall remain the property of ELM DIRECT until such time as Buyer shall have paid to ELM DIRECT the agreed price in full (together with any accrued interest) and all other amounts owed by

Buyer to ELM DIRECT in respect of any other contract for the sale of goods and until such payment the Buyer shall hold the goods as Baillee on behalf of and in a fiduciary capacity for ELM DIRECT and grants to ELM DIRECT an unrestricted right of access and entry upon any premises in which the goods may from time to time be situated. If the Buyer disposes of the goods before title passes to the Buyer, the Buyer shall be deemed to do so as agent for ELM DIRECT and shall hold the proceeds of sale in trust for ELM DIRECT and the Buyer hereby assigns to ELM DIRECT all the Buyers rights and claims against the Sub-purchaser.

10        FORCE MAJEURE

a) ELM DIRECT shall not be liable to Buyer for any loss or damage which may be suffered by buyer as a direct or indirect result of the supply of goods by ELM DIRECT being prevented, hindered, delayed, cancelled or rendered uneconomical by reasons of circumstance or events beyond reasonable control ("force majeure circumstances") including, but not limited to strikes, lockouts, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or Government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, material or transport or other circumstances affecting the supply of the goods or of raw materials by ELM DIRECT's normal means or the delivery of goods by route or means of delivery.

b) In force majeure circumstances ELM DIRECT may at its sole discretion terminate any contract for the supply of goods pursuant to the Terms and Conditions or cancel any delivery of goods to Buyer of may, with the agreement of the Buyer deliver goods at an agreed rate of delivery commencing after any suspension of deliveries.

c) If due to force majeure circumstances ELM DIRECT has insufficient stocks to meet all of its commitments, ELM DIRECT may apportion available stocks between its customers at its sole discretion.

11        LIEN

ELM DIRECT shall be entitled to a general lien on all goods and property owned by the Buyer in ELM DIRECT's possession (although the Buyer may have paid the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to Buyer under contract. ELM DIRECT shall be entitled to offset any sum or sums owing by it to the Buyer against any sums owed by the buyer to ELM DIRECT.

12        SEVERABILITY

If any of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, whether in whole or part, such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of the Terms and Conditions or the remainder of any part of a Term and Condition affected.

13        WAIVER

No waiver by ELM DIRECT of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14        GOVERNING LAW

Any contract to which these terms and conditions apply shall be governed by, and construed in accordance with,

English Law and the Buyer submits to the jurisdiction of the English Courts.