TERMS OF BUSINESS

1. CONTRACT. All goods and services supplied by the supplier company named on the order form (“the Supplier”) are subject to the terms set out below unless varied by written document signed on behalf of the supplier.

2. DELIVERY. Dates for delivery are estimated dates only and the supplier shall incur no liability for any loss or damage whatsoever as a result of failure to adhere to such dates.  An allowance of 7 working days shall be made after any delivery or cancellation dates to allow for transportation.  The Supplier shall be entitled to make partial deliveries of orders and receive payment therefor.  All goods sold for export outside the United Kingdom and Aire are sold ex-works and acceptance by any comment carrier shall constitute delivery of the goods.  Goods sold for delivery within the United Kingdom and Eire are sold including delivery.

3. PRICE. Stated prices do not include value added tax.  Stated prices only apply to this order.  Settlement discounts apply to the value of goods exclusive of VAT.

4. TERMS OF PAYMENT. Any sum overdue for payment from the Purchaser to the Supplier (whether under this agreement or otherwise) shall bear interest at the rate of %% above the then current base rate of Barclays Bank Plc for the period during which the sum remains unpaid (whether before or after judgement in a court of law).

5. TITLE AND RISK.

5.1     The goods sold hereunder shall remain the sole and absolute property of the Supplier as legal and equitable owner until such time as the Customer shall have paid to the Supplier the price thereof together with the full price of an other goods which are the subject of any other contract between the parties thereto.  Risk in the said goods shall pass to the Customer on delivery.  The Customer shall thereafter take all reasonable steps to preserve, maintain and insure the said goods in their full value against all usual risks.  The Supplier may for the purpose of recovery of its goods enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

5.2     Until such time as the Customer becomes the owner of the goods on his premises separately from his other goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Supplier.  If the Customer shall purport to sell the goods then the entire process of sale shall be held in trust for the Supplier and shall not be mixed with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Supplier’s money.

6. LIABILITY. The Supplier agrees to replace or repair (atr the Supplier’s option) any defective goods and to redeliver the same (free of charge) to the Customer PROVIDED,

a) That the Customer gives written notice to the Supplier within seven days of any defect becoming apparent with full details thereof and returning the goods to the Supplier carriage paid within a period of 21 days of any defect becoming apparent provided that the above notice must be served within 14 days of delivery of the goods.  Time shall be of the essence for the purposes of this subclause, and

b) That examination of the goods buy the Supplier shall disclose to its satisfaction that such defects exist and were caused by faulty design or poor workmanship.

6.2     The Suppliers liability in respect of any defective goods supplied hereunder shall be limited to the value thereof (such value to be deemed to be the price of the item hereunder) and the Supplier shall not be liable for any loss of profits, loss of contracts, waste of staff time or consequential loss of any sort whatsoever or howsoever caused.

6.3     The Supplier reserves the right to make minor alterations in the design, finish or fabric content of the goods sold hereunder from the samples shown.

6.4     The Supplier shall not be liable for any short deliver of goods unless full particulars  thereof are given to the Supplier in writing within 7 days of the date of the invoice therefor.

6.5     Subject to the provisions of Clause 6.1 hereof the Supplier shall be under no liability to the Purchaser in respect of the state of condition of the goods sold hereunder.

6.6     The Supplier shall not be responsible for non performance in whole or part of its obligations nor shall it be under any liability to the Customer under this agreement if such non performance or liability is due to any cause beyond the control of the Supplier including, without limitation, Act of God, war insurrection, riot, civil commotion, Government regulations, embargoes, strikes, labour disputes, flood, fire, tempest or failure of sub-contractors or suppliers to honour their obligations to the Supplier.

6.7     Each provision of this agreement limiting the liability of the supplier shall constitute a separate and severable agreement.  Each such provision shall continue in effect notwithstanding the termination or completion of this agreement or any other matter which might otherwise cause the agreement to become ineffective. The provisions of this clause shall operate to protect every employee, agent or sub-contractor of the Supplier and such employees agents and sub-contractors will be deemed to be parties of this agreement for the purpose of this clause.

7. DEFAULT. If the Customer shall make or offer to make any arrangements or composition with creditors or if any petition in bankruptcy shall be presented against the Customer or, the Customer being a limited company, any resolution or petition to wind-up the Customer (other than for the purposes of reconstruction or amalgamation) shall be passed or presented, or if a Receiver, of the property undertaking or assets (or any part thereof) of the Customer shall be appointed, or if the Customer shall commit any breach of his obligation hereunder or under any other contract between the parties hereto (or any associated company of the Supplier), then, and in any such case, the Supplier may forthwith (and without prejudice o any other right or remedy of the Supplier).

a) suspend or determine this agreement or any unfulfilled part thereof and

b) stop any goods in transit and

c) recover any goods from the Customer title to which is not passed to the Customer and enter any premises for the purpose of so recovering such goods.

8. CANCELLATION.

8.1     The Customer may cancel the order hereby made without liability by notice in writing delivered to the Supplier at its address shown on the order form, such notice to be sent by recorded delivery post and such notice to reach the Supplier within seven days of the date of the order (time being of the essence for this purpose).

8.2     If the Customer shall purport to cancel the order after the time fixed by Clause 8.1 hereof and the Supplier shall accept such cancellation or if the agreement shall be determined or suspended under Clause 7 then, and in any such case, the Customer shall pay to the Supplier its losses including loss of profit and all charges and expenses incurred by the Supplier as a result thereof.

9. LAW. This agreement shall be construed according to the law of England and Wales and any disputes in connection therewith shall be tried in the Courts of England and Wales.