Terms and conditions of use

We operate the website www.paperprojects.co.uk.  We are Paper Projects Limited, a company registered in England and Wales under company number 04383901 and with our registered office at Unit 1, Haslemere Industrial Estate, Pig Lane, Bishop’s Stortford, Hertfordshire, CM23 3HG. Our main trading address is Unit 1, Haslemere Industrial Estate, Pig Lane, Bishop’s Stortford, Hertfordshire, CM23 3HG. Our VAT number is 789 699228.

Please read these Terms carefully and make sure that you understand them, before ordering any Goods from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Goods from our site.

Your particular attention is drawn to the provisions of conditions: 5, 6 and 11

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these conditions:

“Buyer” means any buyer using this website.
“Company” means Paper Projects Limited (company number 04383901) whose registered office is at Unit 1 Haslemere Industrial Estate, Pig Lane, Bishop’s Stortford, Hertfordshire, CM23 3HG
“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions
“Delivery Point” means the place where delivery of the Goods is to take place;
“Goods” means any goods/products agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them)
“Terms” means the terms and conditions on which the Company will sell any Goods to a Buyer through the website as set out on this page.

2. Purchase of Products:

Our website service permits you to purchase Goods from this site.  These purchases can be made and are permitted strictly pursuant to these Terms:
2.1  Your order constitutes an offer to us to buy a product.  After placing an order, you will receive an order confirmation by email from us to notify you of the fact we have received your order.
2.2  Your purchase order cannot be accepted until payment in full for the products has been received by us or a credit account set up with us, at which time a legally binding agreement on the terms set out herein will become effective. If you wish to apply for a credit account please contact us on admin@paperprojects.co.uk or call 01279 710730.

3. Application of Terms:

3.1  These conditions apply to all the Company’s sales and any variation to these Terms and any representations about the Goods shall only be effective if in writing signed by a director of the Company.
3.2  The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
3.3  No order placed by the Buyer shall be deemed to be accepted by the Company until a confirmation of order is issued by the Company (which may be by email).

4. Description:

4.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order
4.2 All samples and descriptive matter provided by the Company and any descriptions or images contained in the Company’s catalogues, brochures or website are issued or published for the sole purpose of   giving an approximate idea of the Goods described in them. They shall not form part of the Contract and the Contract will not be a sale by sample.

5. Delivery:

5.1 Unless otherwise agreed in writing by the Company, we will aim to dispatch the Goods within 48 hours of receipt of the order for credit accounts, and 48 hours after receipt of payment for other accounts, to       the address specified for delivery by the Buyer in the order
5.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time is not of the essence for delivery. If no dates are specified, delivery shall be within a reasonable time.
5.3 Except where delay is caused by any action of omission of the Company, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods
5.4 unless delivery refusal  is the fault of the Company, if the Buyer for any reason fails to accept delivery of any of the Goods when they are ready for delivery, or if the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
    5.4.1. the goods will be deemed to have been delivered and
    5.4.2. risk in the Goods shall pass to the Buyer (including for loss or damage)
    5.4.3 the Buyer will be notified the goods are ready for collection and if a claim on the goods is not made within 7 days the Company will issue the Buyer with a credit note less any reasonable costs incurred 

6. Non- Delivery

6.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 10 days of the date when the Goods would in the ordinary course of events have been received.
6.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note.

7. Risk / Title:

7.1    The Goods are at the risk of the Buyer from completion of the delivery of the Goods to the Buyer’s designated place of delivery.

7.2    Subject to clause 7.4, title to the Goods shall not pass until the later of full payment or delivery to the Buyer’s designated place of delivery:
    7.2.1 the completion of the delivery of the Goods at the premises specified by the Buyer in the order for delivery; or
    7.2.2  the Company is in receipt of full payment (in cash or cleared funds) for the Goods (including any applicable delivery charges) and all other sums (if any) outstanding on a Buyer’s account.

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
    7.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
    7.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
    7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
    7.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer     shall produce the policy of insurance to the Company.

7.4 The Buyer may resell the Goods before title has passed to it solely on the following conditions:  
    7.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
    7.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale
    7.4.3 and in the event of any such resale, the title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.

7.5   If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 7.6, then without limited any other right or remedy the Company may have:
    7.5.1 The Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
    7.5.2 the Company may at any time:
        7.5.2.1 require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
        7.5.2.2 If the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

 7.6 For the purpose of clause 7.5 the relevant events are:
    7.6.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
    7.6.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.

7.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

8. Price:

8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in correspondence with the Company 
8.2 Unless otherwise agreed by the Company in writing, the price for the Goods is exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, transport, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
8.3 The Company reserves the right, by giving notice (which may be by email) of at least 5 business days to the Buyer to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture); or as soon as is reasonably possible if there is any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.

9. Payment:

9.1  Payment of the price for the Goods is due set out in condition 2.2 or as advised to the Buyer in writing (including email) by the Company and for terms customers within 30 days. 
9.2  Payment of the price for the Goods is due in pounds sterling (unless otherwise agreed)
9.3  No payment shall be deemed to have been received until the Company has received cleared funds.
9.4  All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
9.5  Any credit limit applicable to the Buyer shall be agreed in writing (including by email) with the Company’s accounts department
9.6  The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
9.7 For payments made by credit card or a payment method listed on www.paperprojects.co.uk  on the date your order is placed, the relevant account will be debited on the day that we send your order confirmation via email.  
9.8 All credit / debit cardholders are subject to validation checks and authorisation by the card issuer.  If the issuer of your payment card refuses, or for any reason does not authorise payment to us, whether in advance of or subsequent to a payment, we will not be liable for any delay or non-delivery of the Goods ordered. 

10. Quality:

10.1 The Company warrants that subject to condition 4 the Goods shall correspond with their specification at the time of delivery and that on delivery, and for a period of 3 months from the date of delivery, the Goods shall:
    10.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
    10.1.2 be free from defects in materials or workmanship. 

10.2 The Company shall not be liable for a breach of the warranty in condition 10.1 unless:
    10.2.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit, to the carrier, within 10 working days of the time when the Buyer discovers or ought to have discovered the defect; and
    10.2.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business.

10.3 The Company shall not be liable for a breach of any of the warranties in condition 10.1 if:
    10.3.1 the Buyer makes any further use of such Goods after giving such notice; or
    10.3.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice.

11. Indemnity and Limitation of Liability:

11.1 Subject to condition 5.3, condition 6, condition 9 and condition 15, the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
    11.1.1 any breach of these conditions;
    11.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and 
    11.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2 Subject to condition 11.3, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these conditions excludes or limits the liability of the Company: 
    11.3.1 for death or personal injury caused by the Company’s negligence; or
    11.3.2 for defective products under the Consumer Protection Act 1987; or
    11.3.3 for any matter which it would be unlawful for the Company to exclude or attempt to exclude its liability;
    11.3.4 for the conditions implied by section 12 of the Sale of Goods Act 1979; or
    11.3.5 for fraud or fraudulent misrepresentation.

11.4 Subject to condition 11.2, condition 11.3 and condition 11.5 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract (including any indirect or consequential losses) shall be limited to the Contract price.

11.5 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Company shall indemnify the Buyer against all loss damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
    11.5.1 The Buyer notifies the Company of any such claim within 5 working days of becoming aware of it;
    11.5.2  The Company is given full control of any proceedings or negotiations in connection with any such claim;
    11.5.3 The Buyer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
    11.5.4 Except pursuant to the final award, the Buyer shall not agree any compromise or settlement, or make any admission of liability or payment in relation to a Third Party Claim without the prior written consent of the Seller (which consent shall not be unreasonably withheld);
    11.5.5 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
    11.5.6 The Company shall be entitled to the benefit of, and the Buyer shall accordingly account to the Company for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
    11.5.7 Without prejudice to any duty of the Buyer at common law, the Company shall be entitled to require the Buyer to take such steps as the Company may reasonably require mitigating or reducing any such loss, damages, costs or expenses for which the Company is liable to indemnify the Buyer under this condition.

12. Loan of Display Equipment: 

12.1 Any display equipment is provided on loan by the Company for the Goods and is only to be used to display the Company’s Goods unless prior written consent of the Company is given (such consent may be subject to conditions for use).
12.2 If the Buyer no longer requires the display equipment, the Buyer must notify the Company in writing (including by email with their account manager at the Company).  The Company may either require the Buyer to return the display equipment to the Company or may authorise the disposal of such equipment.  The Buyer must not dispose of the display equipment without the prior authorisation from the Company and any such disposal must be carried out by the Buyer in accordance with all relevant environmental requirements.

13. Force Majeure:

The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure of delay is caused by circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

14. Export:

14.1 Where the Buyer specified a place for delivery of the Goods outside of the United Kingdom:
    14.1.1 the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
    14.1.2 Unless otherwise agreed in writing (including email) between the Buyer and the Company, the Goods shall be delivered ex-works and all responsibilities and liabilities by the company will cease once the goods are collected by the Buyer’s designated carrier

14.2 The Company shall have no liability for any claim in respect of any defect in the Goods which is apparent on inspection made after collection ex works

14.3 The Company holds the necessary intellectual property rights and licences and the distribution rights to supply Goods in territories in the EU.   All orders from the Buyer are subject to the condition that the Buyer cannot supply or re-sell the Company’s branded products into any territory outside the EU.

15. Insolvency of Buyer:

15.1 This condition applies if:
    15.1.1 the events specified in condition 7.6.1 or 7.6.2 occur
    15.1.2 the Buyer ceases, or threatens to cease, to carry on business; or
    15.1.3 the Company reasonably apprehends that any of the events mentioned in this clause 16.1 is about to occur in relation to the Buyer and notifies the Buyer accordingly.

15.2 If this condition applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

16. Third Party Rights:

This Agreement is only for the benefit of the Buyer and the Company and no other person can claim a benefit from this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 which Act shall not apply to this Agreement.

17. Acknowledgements:

By clicking the accept button when you purchase Goods you acknowledge that you have read, understood and agree to be bound by these Terms and by our Website Terms of Use and Privacy Policy both of which are available from our website www.paperprojects.co.uk

18. Governing Law:

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.    

19. Jurisdiction:

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

20. Website – Terms of Use