Metro

Conditions of Sale

1. Interpretation Clause

In the following terms and conditions: -

"Buyer" means the person who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller

"Goods" means the goods (including any instalments of the goods or any parts for them) which the seller is to supply in accordance with these conditions.

"Seller" means the Firm of Metro press (Euro) Ltd., including Metro Multimedia Studios, a subsidiary of Metro Press (Euro) Ltd., having its principal place of business at 64/66 Albion Road Edinburgh.

"Conditions" means the standard terms and conditions of the sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller.

"Contract" means the contract for the purchase and sale of the goods.

"Writing" Includes telex, cable, facsimile transmission, email and comparable means of communication.

"Copy" means all materials, words, pictures, drawing, design specification or other given to the Seller by the Buyer

1b Any reference in these conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1c The headings in these conditions are for convenience only and shall not affect their interpretation.

2. Basis of Sale

2a The Seller shall sell, and the buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be to be made, by the buyer.

2b No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of both the Buyer and the Seller.

2c The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract the Buyer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed

2d Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3 Orders and Specification

3a No orders submitted by the Buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the Seller's authorised representative.

3b The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3c The quantity, quality and description of and any specification for the goods shall be those set out in the seller's quotation or other written document issued by the seller's authorised representative (if accepted by the Buyer) or the Buyer's order (if accepted by the seller).

3d If the Goods are to be manufactured or any process is to be applied in connection with the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller on settlement of any claim for infringement of any patent,

copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the sellers use of the buyer's specification materials or copy.

3e 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 or materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of Goods

4a The price of the Goods shall be the seller's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price determined by the seller taking into consideration the work carried out and materials used in producing the goods. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4b The Seller reserves the right, by giving notice to the Buyer at any time before delivery or if necessary as soon after delivery as is reasonable, to increase the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, such as without prejudice to the foregoing generality increases in the costs of labour, materials or other costs of manufacture or production) 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 seller adequate information or instruction. The price is exclusive of all work carried out experimentally or otherwise and such work shall be charged separately to the Buyer.

4c where the Seller agrees to deliver the goods otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance, unless advised otherwise by the Seller.

4d The price is exclusive of any applicable Value Added Tax (or other tax which may take its place from time to time) which the Buyer shall be additionally liable to pay to the Seller

5. Terms of Payment

5a Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.

5b The Buyer shall pay the price of the Goods within thirty days of the date of the Seller's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.

5c If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to;

(1) cancel the contract or suspend any further deliveries to the Buyer;

(2) appropriate any payment made by the Buyer to such of the Goods, (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer), and

(3) charge the Buyer interest on the amount unpaid at the rate of 5.5% above the Royal Bank of Scotland plc Base Rate from time to time, from the end of the said thirty day period until payment is made in full. In the event that the Seller incurs legal expenses and outlays in the recovery of the sum due to the Seller by the Buyer such legal expenses and outlays will be recoverable by the seller from the Buyer in addition to the original sum due shown on said invoice and interest accrued thereon.

6 Delivery

6a Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place

6b Any dates quoted for delivery of the Goods are approximate only and the seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6c The Seller will endeavour to deliver the correct quantity of Goods ordered by the Buyer but it is accepted by the Buyer that the quantity of Goods produced may vary by margins Of 5% for Goods produced in one colour only and 10% for other Goods for goods numbering less than 5O,OOO copies (said margins being 4% and 8% respectively for quantities of Goods exceeding 5O,OOO). The appropriate margin will be charged or deducted as appropriate by the Seller.

6d Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and 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 any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6e If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller the Seller may:

1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

(2) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property

7a Risk of damage to or loss of the Goods shall pass to the buyer;

1. in the case of Goods to be delivered at the Seller's premises at the time when the Seller notifies the Buyer that the goods are available for collection; or

(2) in the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the goods at the time when the Seller has tendered delivery of the Goods.

7b Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7c Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's Fiduciary agent 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. Until that time the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.

7d Until such time as the property in the Goods passes to the Buyer, (and provided the Goods are still in existence if not being re-sold), 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 any third party where the Goods are stored and re-possess the Goods.

8a The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design specification or copy and or materials supplied by the Buyer.

8b The Seller shall be under no liability in respect of any defect m the Goods arising from fair wear and tear, wilful damage, negligence or misuse of the Goods.

8c Without prejudice to the foregoing any claim by the Buyer Which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified in writing to the Seller within seven days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract

8d Where any valid claim in respect of any of the Goods Which is based in any material defect in the quality or condition of the Goods or their failure to meet specification is notified to the seller in accordance with these Conditions, the Seller shall be entitled to replace the goods or the part in question free of charge or at the Seller's sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no liability to the Buyer.

8e Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by any reason of any representation, or implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the seller, its employees, agents or otherwise) which arise out of or in connection with the supply of Goods or the use or re-sale by the Buyer except as expressly provided in these Conditions.

8f The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the foregoing generality, the following shall be regarded as causes beyond the seller's reasonable control;

(1) Act of God, explosion, flood, tempest, fire or accident;

(2) war or threat of war, sabotage, insurrection, civil disturbance or requisition;

(3) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any Government, Parliament or Local Authority;

(4) import or export regulations or embargoes;

(5) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

(6) difficulties in obtaining raw materials, labour, fuels, parts of machinery;

(7) power failure or break down in machinery

9. Insolvency of Buyer

9a This clause applies if;

1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes apparently insolvent or (beu1g a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

2. a liquidator or receiver is appointed of any of the property or assets of the Buyer; or

(3) the Buyer ceases or threatens to cease to carry on business; or

(4) 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.

9b If Clause 9a applies then without prejudice to any other right or remedy

available to the Seller, the Seller shall be entitled to cancel the Contract or

to suspend any further delivery under the Contract without any liability to the Buyer and in respect of all unpaid debts due from the Buyer to Seller to have a general lien on all goods and property in the Seller's possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property in such manner and at such price as the Seller thinks fit and to apply the proceeds towards such debts.

10 General

10a The seller shall not be required to print any matter which in its opinion, is or may be of an illegal or defamatory nature or an infringement of the proprietary or other rights of any third party.

10b The Seller shall be indemnified by the Buyer h1 respect of any claims, costs, or expenses arising out of any defamatory matter or any infringement of copyright, patent design or of any other proprietary or personal right contained in any materials printed for the Buyer. Any indemnity shall also include any amount paid by the Seller in respect of advice obtained from - professional advisers in connection with any claim

10c The Seller may reject any materials or copy supplied or specified by the Buyer which appears to the Seller to be unsuitable as to which the Seller shall be the sole judge. If the Seller incur additional costs due to the fact that copy or materials produced to the Seller by the Buyer prove to be unsuitable during production, then these additional costs may be at the Seller's discretion charged to the Buyer.

10d If materials are to be supplied by the Buyer then quantities of material supplied shall be adequate to cover any normal spoilage

10e All materials and without prejudice to the foregoing generality any electronic data, computer files, metal, film, glass or other owned and/or prepared by the Seller and used by him in the production of the Goods shall remain the Sellers' property If such items are produced to the Seller by the Buyer then these items shall remain the property or the Buyer. Notwithtanding the foregoing, the seller shall be entitled to retain said buyers property until such time as payment in full for the Goods has been received.

10f Lithographic, electronic files and data and any other materials used by the Seller in the production of the Goods may be destroyed or erased by the Seller at any time after the Goods have been produced by the Seller. In the event that the Buyer wishes the Seller to retain the materials used by the Seller as aforesaid then the Buyer shall specifically request the Seller h1 writing to retain the said materials on the understanding that the Seller shall be entitled to charge the Buyer a sum at the Seller's discretion for storage charges incurred in respect of said materials

10g Any item, copy, or material belonging to the Buyer shall whilst in the possession of the Seller be deemed to be at the Buyer's risk and the responsibility for the insurance of any item, copy or material belonging to the Buyer shall remain with the Buyer at all times

10h For the avoidance of doubt the Seller shall not be liable to the Buyer in respect of any defects in the Goods caused by defects in or unsuitability of materials or copy belonging to the Buyer In addition the Buyer shall be responsible to ensure the accuracy and suitability of copy of materials produced by him to the Seller.

10i Either the Seller or the Buyer may terminate a Contract for the production of a periodical publication by the Seller provided that the party purporting to terminate the contract gives the other party thirteen weeks written notice of termination where the periodical publication is produced monthly or more frequently or in the case of other periodical publications the period or written notice to be given by the party terminating shall be twenty-six weeks notice. Notice may be given at any time but wherever possible it shall be given after completion of work on any one issue of the periodical. Without prejudice to the foregoing generality the seller may terminate any such contract forthwith should any sum due thereunder remain unpaid or the Buyer is in breach of any of the other terms of the contract.

10j Any notice required or permitted to be given by either party to the other under these conditions shall be in writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to its provision to the party giving notice. 10k No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.

10l If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby. 10m The Contract shall be governed and construed in accordance with the Law of Scotland.