Terms and Conditions

TERMS AND CONDITIONS FOR USE OF WEBSITE

BACKGROUND:

This agreement applies as between you, the User of this Web Site and Moana Limited, the owner(s) of this Web Site. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these Terms and Conditions, you should stop using the Web Site immediately.

No part of this Web Site is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.

 

  1. Definitions and Interpretation

    In this Agreement the following terms shall have the following meanings:

  2. "Account"

    means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Web Site;

    "Carrier"

    means any third party responsible for transporting purchased Goods from our Premises to customers;

    "Content"

    means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

    "Goods"

    means any products that Moana Limited advertises and / or makes available for sale through this Web Site;

    "Moana Limited"

    means Moana Limited, PO Box 7582, Dorset, England.

    "Service"

    means collectively any online facilities, tools, services or information that Moana Limited makes available through the Web Site either now or in the future;

    "Payment Information"

    means any details required for the purchase of Goods from this Web Site. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;

    "Purchase Information"

    means collectively any orders, invoices, dispatch notes, receipts or similar that may be in hard copy or electronic form;

    "Premises"

    Means our place(s) of business located at www.trioving-stockist.com;

    "System" means any online communications infrastructure that Moana Limited makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
    "User" / "Users" means any third party that accesses the Web Site and is not employed by Moana Limited and acting in the course of their employment; and
    "Web Site" means the website that you are currently using (www.trioving-stockist.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

     

  3. Age Restrictions

    Persons under the age of 18 should use this Web Site only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.

  4. Business Customers

    These Terms and Conditions also apply to customers buying Goods in the course of business..

  5. International Customers

    If Goods are being ordered from outside Moana Limited’s country of residence, import duties and taxes may be incurred once your Goods reach their destination. Moana Limited is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and Moana Limited cannot guarantee that the packaging of your Goods will be free of signs of tampering.

  6. Intellectual Property
      1. Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Moana Limited, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
      2. Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Moana Limited.
  7. Third Party Intellectual Property
      1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
      2. Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Web Site or unless given express written permission to do so by the relevant manufacturer or supplier.
  8. Fair Use of Intellectual Property

    Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

  9. Links to Other Web Sites

    This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Moana Limited or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

  10. Links to this Web Site

    Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site http://www.trioving-stockist.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Moana Limited. To find out more please contact us by email at moana.limited@ymail.com.

  11. Use of Communications Facilities
      1. When using the enquiry form or any other System on the Web Site you should do so in accordance with the following rules:
          1. You must not use obscene or vulgar language;
          2. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
          3. You must not submit Content that is intended to promote or incite violence;
          4. It is advised that submissions are made using the english language as we may be unable to respond to enquiries submitted in any other languages;
          5. The means by which you identify yourself must not violate these terms of use or any applicable laws;
          6. You must not impersonate other people, particularly employees and representatives of Moana Limited or our affiliates; and
          7. You must not use our System for unauthorised mass-communication such as "spam" or "junk mail".
      2. You acknowledge that Moana Limited reserves the right to monitor any and all communications made to us or using our System.
  12. Accounts
      1. In order to purchase Goods on this Web Site and to use the shop facilities you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Web Site as we may not require payment information until you wish to make a purchase. By continuing to use this Web Site you represent and warrant that:
          1. all information you submit is accurate and truthful;
          2. you have permission to submit Payment Information where permission may be required; and
          3. you will keep this information accurate and up-to-date.

        Your creation of an Account is further affirmation of your representation and warranty.

      2. It is recommended that you do not share your Account details, particularly your username and password. Moana Limited accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
      3. If you have reason to believe that your Account details have been obtained by another without consent, you should contact Moana Limited immediately to suspend your Account and cancel any unauthorised purchases that may be pending. Please be aware that purchases can only be cancelled until they are dispatched. In the event that an unauthorised purchase is dispatched prior to your notifying us of the unauthorised nature of the purchase, Moana Limited accepts no liability or responsibility and you should make contact with the Carrier detailed in the Purchase Information.
      4. When choosing your username you are required to adhere to the terms set out above in Clause 10. Any failure to do so could result in the suspension and/or deletion of your Account.
  13. Termination and Cancellation
      1. Either Moana Limited or you may terminate your Account. If Moana Limited terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
      2. If Moana Limited terminates your Account, any current or pending purchases on your Account will be cancelled and will not be dispatched.
      3. Moana Limited reserves the right to cancel purchases without stating reasons, for any reason prior to processing payment and dispatch.
      4. If purchases are cancelled for any reason prior to dispatch you will be refunded any monies paid in relation to those purchases.
      5. If you terminate your Account any non-dispatched purchases will be cancelled and you will be refunded any monies paid in relation to those purchases.
  14. Goods, Pricing and Availability
      1. Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods available from Moana Limited correspond to the actual Goods, Moana Limited is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods, not different Goods altogether. Please refer to Clause 15.1 for incorrect Goods.
      2. Where appropriate, you may be required to select the required [size] [model] [colour] [number] [other features] of the Goods that you are purchasing.
      3. Moana Limited does not represent or warrant that such Goods will be available. Stock indications are provided on the Web Site HOWEVER THESE MAY NOT TAKE INTO ACCOUNT SALES THAT HAVE TAKEN PLACE DURING YOUR VISIT TO THE WEB SITE
      4. All pricing information on the Web Site is correct at the time of going online. Moana Limited reserves the right to change prices and alter or remove any special offers from time to time and as necessary.
      5. In the event that prices are changed during the period between an order being placed for Goods and Moana Limited processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price;
      6. All prices on the Web Site do not include VAT. Moana Limited’s VAT number is 699001320.
      7. By purchasing from the Seller the Buyer acknowledges that it is aware of all health and safety requirements pertaining to the goods and their application.
      8. By purchasing from the Seller the Buyer assumes full liability for the consequences of its actions and acknowledges that the Buyer is obliged to report any misuse or abuse of the Sellers’ goods.
  15. Delivery
      1. Moana Limited will notify you by way of email when your goods are to be dispatched to you. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.
      2. If Moana Limited receives no communication from you, within 2 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.
  16. Returns Policy

    Moana Limited aims to always provide high quality Goods that are fault free and undamaged. On occasion however, goods may need to be returned. Returns are governed by these Terms and Conditions.

      1. If you receive Goods which do not match those that you ordered, unless accompanied by an explanatory note detailing the changes, stating reasons for the changes and setting out your options, you should contact us within 10 days to arrange collection and return. Moana Limited is not responsible for paying shipment costs. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods. Refunds and replacements will be issued upon our receipt of the returned Goods.
      2. If any Goods you have purchased have faults when they are delivered to you, you should contact us within 10 days to arrange collection and return. Moana Limited is not responsible for paying shipment costs. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods.
      3. If any Goods develop faults within their 1 year warranty period, you are entitled to a repair or replacement under the terms of the manufacturers warranty at the time of purchase from Moana Ltd. Moana Ltd will not accept responsibility for products installed or stored in an unsuitable environment or handled without protection and due care. It is the customers responsibility to ensure that any products supplied by Moana Ltd are installed correctly by a trained person using the correct tools and all users have been trained on the correct use of the product.
      4. If Goods are damaged in transit and the damage is apparent on delivery, you should sign the delivery note to the effect that the goods have been damaged. In any event, you should report such damage to Moana Limited within 10 days and arrange collection and return. Moana Limited is not responsible for paying shipment costs. Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods.
      5. You have a statutory right to a "cooling off" period. This period begins once your order is complete and ends 14 days after the Goods have been delivered. If you change your mind about the goods within this period, please return them to Moana Limited within 14 days of receipt. Goods can only be returned for this reason if their packaging remains unopened and the Goods can be re-sold, as new, without any additional work on the part of Moana Limited. You are responsible for paying shipment costs if Goods are returned for this reason.
      6. If you wish to return Goods to Moana Limited for any of the above reasons, please contact us using the details on http://www.trioving-stockist.com/support.php to make the appropriate arrangements.
      7. Moana Limited reserves the right to exercise discretion with respect to any returns under these Terms and Conditions. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
          1. Any use or enjoyment that you may have already had out of the Goods;
          2. Any characteristics of the Goods which may cause them to deteriorate or expire rapidly;
          3. The fact that the Goods consist of audio or video recordings or computer software and that the packaging has been opened;
          4. Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase.

    Such discretion to be exercised only within the confines of the law.

  17. Privacy

    Use of the Web Site is also governed by our http://www.trioving-stockist.com/privacy/ which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.

  18. Disclaimers
      1. Moana Limited makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
      2. No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.
      3. No part of this Web Site is intended to constitute a contractual offer capable of acceptance.
  19. Changes to the Service and these Terms and Conditions

    Moana Limited reserves the right to change the Web Site, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Web Site following the changes. If Moana Limited is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

  20. Availability of the Web Site

    The Service is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

    Moana Limited accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

  21. Limitation of Liability
      1. To the maximum extent permitted by law, Moana Limited accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.
      2. Nothing in these Terms and Conditions excludes or restricts Moana Limited’s liability for death or personal injury resulting from any negligence or fraud on the part of Moana Limited.
      3. Nothing in these Terms and Conditions excludes or restricts Moana Limited’s liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Web Site.
      4. Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
  22. No Waiver

    In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

  23. Previous Terms and Conditions

    In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

  24. Notices

    All notices / communications shall be given to us either by post to our Premises (see address above) or by email to info@trioving-stockist.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

  25. Law and Jurisdiction

These terms and conditions and the relationship between you and Moana Limited shall be governed by and construed in accordance with the Law of England and Wales and Moana Limited and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.




STANDARD TERMS AND CONDITIONS

FOR THE SALE OF GOODS

1. Application of Conditions

1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance

with any quotation or offer of the Seller which is accepted by the Buyer, or any

order of the Buyer which is accepted by the Seller,

1.2 These Conditions 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 made, by the

Buyer.

2. Interpretation

2.1 In these Conditions:-

"Business Day" means any day other than a Saturday, Sunday or bank holiday;

"the Buyer" means the person who accepts a quotation or offer of the Seller

for the sale of the Goods or whose order for the Goods is

accepted by the Seller;

"the Contract" means the contract for the purchase and sale of the Goods

under these conditions;

"these means the standard terms and conditions of sale set out in

Conditions" this document and (unless the context otherwise requires)

includes any special terms and conditions agreed in writing

between the Buyer and the Seller;

"the Delivery means the date on which the Goods are to be delivered as

Date" stipulated in the Buyer's order and accepted by the Seller;

"the Goods" means the goods (including any instalment of the goods or any

parts for them) which the Seller is to supply in accordance with

these Conditions;

"month" means a calendar month;

"the Seller" means Moana Limited, a company registered in England under

Moana Limited and includes all employees and agents of

Moana Limited.

"writing" includes any communications effected by telex, facsimile

transmission, electronic mail or any comparable means.

2.2 Any reference in these Conditions to a statute or a provision of a statute shall

be construed as a reference to that statute or provision as amended, reenacted

or extended at the relevant time.

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2.3 The headings in these Conditions are for convenience only and shall not affect

their interpretation.

3. Basis of Sale

3.1 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.

3.2 No variation to these Conditions shall be binding unless agreed in writing

between the authorised representatives of the Buyer and the Seller.

3.3 Sales literature, price lists and other documents issued by the Seller in relation

to the Goods are subject to alteration without notice and do not constitute

offers to sell the Goods which are capable of acceptance. An order placed by

the Buyer may not be withdrawn cancelled or altered prior to acceptance by

the Seller and no contract for the sale of the Goods shall be binding on the

Seller unless the Seller has issued a quotation which is expressed to be an

offer to sell the goods or has accepted an order placed by the Buyer by

whichever is the earlier of:-

3.3.1 the Seller's written acceptance;

3.3.2 delivery of the Goods; or

3.3.3 the Seller's invoice.

3.4 Any typographical, clerical or other accidental errors or omissions 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.

4. Orders and Specifications

4.1 No order 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.

4.2 The specification for the Goods shall be those set out in the Seller's sales

documentation unless varied expressly in the Buyer's order (if accepted by the

Seller). The Goods will only be supplied in the minimum units (or multiples)

stated in the Seller's price list or in multiples of the sales outer as specified.

Orders received for quantities other than these will be adjusted accordingly,

illustrations, photographs or descriptions whether in catalogues, brochures,

price lists or other documents issued by the Seller are intended as a guide

only and shall not be binding on the Seller.

4.3 The Seller reserves the right to make any changes in the specification of the

Goods which are required to conform with any applicable safety or other

statutory or regulatory requirements or, where the Goods are to be supplied to

the Seller's specification, which do not materially affect their quality or

performance.

4.4 No order which has been accepted by the Seller may be cancelled by the

Buyer except with the agreement in writing of the Seller on the terms that the

Buyer shall indemnify the Seller in full against all loss (including loss of profit),

costs (including the cost of all labour and materials used), damages, charges

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and expenses incurred by the Seller as a result of cancellation.

5. Price

5.1 The price of the Goods shall be the price listed current at the date of

acceptance of the Buyer's order or such other price as may be agreed in

writing by the Seller and the Buyer.

5.2 Where the Seller has quoted a price for the Goods other than in accordance

with the Seller's published price list the price quoted shall be valid for 30 days

only or such lesser time as the Seller may specify.

5.3 The Seller reserves the right, by giving notice to the Buyer at any time before

delivery, 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 limitation, any foreign exchange fluctuation currency regulation,

alteration of duties, significant increase in the costs of labour, materials or

other costs of manufacture), 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 instructions.

5.4 [The Seller will allow the Buyer quantity discounts subject to and in

accordance with the conditions set out in the Seller's published price list for

the Goods current at the date of acceptance of the Buyer's Order.]

5.5 [Any settlement discount specified by the Seller in the Contract will be allowed

by the Seller to the Buyer in respect of Goods for which payment is received

by the Seller on or before the due date and otherwise in accordance with the

payment terms set out in these Conditions and provided that no other amounts

owing by the Buyer to the Seller are overdue and unpaid.]

5.6 Except as otherwise stated under the terms of any quotation or in any price list

of the Seller, and unless otherwise agreed in writing between the Buyer and

the Seller, all prices are inclusive of the Seller's charges for packaging and

transport.

5.7 The price is exclusive of any applicable value added tax excise, sales or taxes

or levies of a similar nature which are imposed or charged by any competent

fiscal authority in respect of the Goods, which the Buyer shall be additionally

liable to pay to the Seller.

6. Payment

6.1 Subject to any special terms agreed in writing between the Buyer and the

Seller, the Seller shall 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.

6.2 The Buyer shall pay the price of the Goods (less any discount or credit

allowed by the Seller, but without any other deduction credit or set off) within

30 days of the date of the Seller's invoice or otherwise in accordance with

such credit term as may have been agreed in writing between the Buyer and

the Seller in respect of the Contract. Payment shall be made on the due date

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notwithstanding that delivery may not have taken place and/or that the

property in the Goods has not passed to the Buyer. The time for the payment

of the price shall be of the essence of the Contract. Receipts for payment will

be issued only upon request.

6.3 All payments shall be made to the Seller as indicated on the form of

acceptance or invoice issued by the Seller.

6.4 The Seller is not obliged to accept orders from any customer or buyer who has

not supplied the Seller with references satisfactory to the Seller; if at any time

the Seller is not satisfied as to the creditworthiness of the Buyer it may give

notice in writing to the Buyer that no further credit will be allowed to the Buyer

in which event no further goods will be delivered to the Buyer other than

against cash payment and notwithstanding Clause 6.2 of these conditions, all

amounts owing by the Buyer to the Seller shall be immediately payable in

cash.

7. Delivery

7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the

place in the United Kingdom specified in the Buyer's order and/or the Seller's

acceptance as the location to which the Goods are to be delivered by the

Seller or, if no place of delivery is so specified, 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.

7.2 The Delivery Date is approximate only and 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 Delivery Date upon giving reasonable

notice to the Buyer.

7.3 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.

7.4 If the Buyer fails to take delivery of the Goods or any part of them on the

Delivery Date and/or fails to provide any instructions, documents, licences,

consents or authorisations required to enable the Goods to be delivered on

that date, the Seller shall be entitled upon given written notice to the Buyer to

store or arrange for the storage of the Goods and then notwithstanding the

provision of Condition 10.1 of these Conditions risk in the Goods shall pass to

the Buyer, delivery shall be deemed to have taken place and the Buyer shall

pay to the Seller all costs and expenses including storage and insurance

charges arising from such failure.

8. Non-Delivery

8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date

other than for reasons outside the Seller's reasonable control or the Buyer's or

its carrier's fault:-

8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall

have no liability in respect of such late delivery.

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9. Inspection/Shortage

9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery

or on collection as the case may be.

9.2 Where the Goods cannot be examined the carriers note or such other note as

appropriate shall be marked “not examined”.

9.3 The Seller shall be under no liability for any damage or shortages that would

be apparent on reasonable careful inspection if the terms of this clause are not

complied with and, in any event will be under no liability if a written complaint

is not delivered to the Seller within 2 days of delivery detailing the alleged

damage or shortage.

9.4 In all cases where defects or shortages are complained of the Seller shall be

under no liability in respect thereof unless an opportunity to inspect the Goods

is supplied to the Seller before any use is made thereof or any alteration or

modification is made thereto by the Buyer.

9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any

shortage in the Goods and where appropriate replace any goods damaged in

transit as soon as it is reasonable to do so, but otherwise shall be under no

liability whatsoever arising from such shortage or damage.

10. Risk and Retention of Title

10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:

10.1.1 in the case of Goods to be delivered at the Seller's premises, the time

when the Seller notifies the Buyer that the Goods are available for

collection; or

10.1.2 in the case of Goods to be delivered otherwise than at the Seller's

premises, the time of delivery or, if the Buyer wrongfully fails to take

delivery of the Goods, the time when the Seller has tendered delivery

of the Goods.

10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other

provision of these Conditions, legal and beneficial title of 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.

10.3 [Sub-clause 10.2 notwithstanding, legal and beneficial title of 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 any other goods supplied by the

Seller and the Buyer has repaid all moneys owed to the Seller, regardless of

how such indebtedness arose.]

10.4 Until payment has been made to the Seller in accordance with these

Conditions and title in the Goods has passed to the Buyer, the Buyer shall be

in possession of the Goods as bailee for the Seller and the Buyer shall store

the Goods separately and in an appropriate environment, shall ensure that

they are identifiable as being supplied by the Seller and shall insure the Goods

against all reasonable risks.

10.5 The Buyer shall not be entitled to pledge or in any way charge by way of

security for any indebtedness any of the goods which remain the property of

the Seller, but if the Buyer does so all money owing by the Buyer to the Seller

shall (without prejudice to any other right or remedy of the Seller) forthwith

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become due and payable.

10.6 The Seller reserves the right to repossess any Goods in which the Seller

retains title without notice. The Buyer irrevocably authorises the Seller to enter

the Buyer’s premises during normal business hours for the purpose of

repossessing the Goods in which the Seller retains title and inspecting the

Goods to ensure compliance with the storage and identification requirements

of sub-clause 10.4.

10.7 The Buyer’s right to possession of the Goods in which the Seller maintains

legal and beneficial title shall terminate if;

10.7.1 The Buyer commits or permits any material breach of his obligations

under these Conditions;

10.7.2 The Buyer enters into a voluntary arrangement under Part 1 of the

Insolvency Act 1986, or any other scheme or arrangement is made with

his creditors;

10.7.3 The Buyer is or becomes the subject of a bankruptcy order or takes

advantage of any other statutory provision for the relief of insolvent

debtors;

10.7.4 The Buyer convenes any meeting of its creditors, enters into voluntary

or compulsory liquidation, has a receiver, manager, administrator or

administrative receiver appointed in respect of its assets or undertaking

or any part thereof, any documents are filed with the court for the

appointment of an administrator in respect of the Buyer, notice of

intention to appoint an administrator is given by the Buyer or any of its

directors or by a qualifying floating charge-holder (as defined in

paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution

is passed or 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.

11. Assignment

11.1 The Seller may assign the Contract or any part of it to any person, firm or

company.

11.2 The Buyer shall not be entitled to assign the Contract or any part of it without

the prior written consent of the Seller.

12. Defective Goods

12.1 If on delivery any of the Goods are defective in any material respect and either

the Buyer lawfully refuses delivery of the defective Goods or, if they are signed

for on delivery "condition and contents unknown" the Buyer gives written

notice of such defect to the Seller within three business days of such delivery,

the Seller shall at its option:-

12.1.1 replace the defective Goods; or

12.1.2 refund to the Buyer the price for the goods which are defective;

but the Seller shall have no further liability to the Buyer in respect thereof and

the Buyer may not reject the Goods if delivery is not refused or notice give by

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the Buyer as aforesaid.

12.2 No Goods may be returned to the Seller without the prior agreement in writing

of the Seller. Subject thereto any Goods returned which the Seller is satisfied

were supplied subject to defects of quality or condition which would not be

apparent on inspection shall either be replaced free of charge or, at the

Seller's sole discretion the Seller shall refund or credit to the Buyer the price of

such defective Goods but the Seller shall have no further liability to the Buyer.

12.3 If the Buyer purchases any Goods within six months of the launch of such

goods the Buyer shall have the right to return the Goods or any part of such

order within 6 months of delivery, provided always that the Buyer exercising

such right shall:-

12.3.1 return such goods at his risk and cost; and

12.3.2 indemnify the Seller against any cost incurred by the Seller in rectifying

any deterioration of the Goods caused by incorrect storage or use

while in the Buyer's hands.

12.4 The Seller shall be under no liability in respect of any defect arising from fair

wear and tear, or any wilful damage, negligence, subjection to normal

conditions, failure to follow the Seller's instructions (whether oral or in writing),

misuse or alteration of the Goods without the Seller's approval, or any other

act or omission on the part of the Buyer, its employees or agents or any third

party.

12.5 Subject as expressly provided in these Conditions, and except where the

Goods are sold under a consumer sale, all warranties, conditions or other

terms implied by statute or common law are excluded to the fullest extent

permitted by law.

12.6 Where the Goods are sold under a consumer sale the statutory rights of the

Buyer are not affected by these Conditions.

12.7 Except in respect of death or personal injury caused by the Seller's

negligence, or as expressly provided in these Conditions, the Seller shall not

be liable to the Buyer by reason of any representation, or any implied

warranty, condition or other term, or any duty at common law or under statute,

or under the express terms of the Contract, for any direct or consequential

loss or damage sustained by the Buyer (including without limitation loss of

profit or indirect or special loss), costs, expenses or other claims for

consequential compensation whatsoever (and whether caused by the

negligence of the Seller, its servants or agents or otherwise) which arise out of

or in connection with the supply of the Goods or their use or resale by the

Buyer.

12.8 The Buyer shall be responsible to ensure that, except to the extent that

instructions as to the use or sale of the Goods are contained in the packaging

or labelling of the Goods, any use or sale of the Goods by the Buyer is in

compliance with all applicable statutory handling and sale of the Goods by the

Buyer is carried out in accordance with directions given by the Seller or any

competent governmental or regulatory authority and the Buyer will indemnify

the Seller against any liability loss or damage which the Seller might suffer as

a result of the Buyer's failure to comply with this condition.

13. Buyer's Default

13.1 If the Buyer fails to make any payment on the due date then, without prejudice

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to any other right or remedy available to the Seller, the Seller shall be entitled

to:-

13.1.1 cancel the order or suspend any further deliveries to the Buyer;

13.1.2 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

13.1.3 charge the Buyer interest (both before and after any judgement) on the

amount unpaid, at the rate of two per cent per annum above National

Westminster Bank plc base rate from time to time, until payment in full

is made (a part of a month being treated as a full month for the

purpose of calculating interest).

13.2 This condition applies if:-

13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or

is otherwise in breach of the Contract; or

13.2.2 the Buyer becomes subject to an administration order or makes any

voluntary arrangement with its creditors (within the meaning of the

Insolvency Act 1986) or (being an individual or firm) becomes bankrupt

or (being a company) goes into liquidation; or

13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any

of the property or assets of the Buyer; or

13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or

13.2.5 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.

13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy

available to the Seller, the Seller 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.

14. Limitation of Liability

14.1 Subject to condition 7, condition 8 and condition 13, the following provisions

set out the entire financial liability of the Seller (including any liability for the

acts or omissions of its employees, agents and sub-contractors) to the Buyer

in respect of:

14.1.1 any breach of these conditions;

14.1.2 any use made (including but not limited to modifications) or resale by

the Buyer of any of the Goods, or of any product incorporating any of

the Goods; and

14.1.3 any representation, statement or tortious act or omission including

negligence arising under or in connection with the Contract.

14.2 All warranties, conditions and other terms implied by statute or common law

(save for the conditions implied by section 12 of the Sale of Goods Act 1979)

are, to the fullest extent permitted by law, excluded from the Contract.

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14.3 Nothing in these conditions excludes or limits the liability of the Seller:

14.3.1 for death or personal injury caused by the Seller's negligence; or

14.3.2 for any matter which it would be illegal for the Seller to exclude or

attempt to exclude its liability; or

14.3.3 for fraud or fraudulent misrepresentation.

14.4 Subject to condition 14.2 and condition 14.3:

14.4.1 the Seller'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 shall be limited to the Contract price; and

14.4.2 the Seller shall not be liable to the Buyer for any pure economic loss,

loss of profit, loss of business, depletion of goodwill or otherwise, in

each case whether direct, indirect or consequential, or any claims for

consequential compensation whatsoever (howsoever caused) which

arise out of or in connection with the Contract.

15. Confidentiality, Publications and Endorsements

15.1 The Buyer undertakes to the Seller that:-

15.1.1 the Buyer will regard as confidential the contract and all information

obtained by the Buyer relating to the business and/or products of the

Seller and will not use or disclose to any third party such information

without the Seller's prior written consent provided that this undertaking

shall not apply to information which is in the public domain other than

by reason of the Buyer's default;

15.1.2 the Buyer will not use or authorise or permit any other person to use

any name, trademark, house mark, emblem or symbol which the Seller

is licensed to use or which is owned by the Seller upon any premises

note paper visiting cards advertisement or other printed matter or in

any other manner whatsoever unless such use shall have been

previously authorised in writing by the Seller and (where appropriate)

its Licensor;

15.1.3 the Buyer will use all reasonable endeavours to ensure compliance

with this Condition by its employees, servants and agents.

15.2 This Condition shall survive the termination of the Contract.

16. Communications

16.1 All communications between the parties about the Contract shall be in writing

and delivered by hand or sent by pre-paid first class post or sent by fax or sent

by electronic mail:

16.1.1 (in the case of communications to the Seller) to its registered office or

such changed address as shall be notified to the Buyer by the Seller;

or

16.1.2 (in the case of the communications to the Buyer) to the registered

office of the addressee (if it is a company) or (in any other case) to any

address of the Buyer set out in any document which forms part of the

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Contract or such other address as shall be notified to the Seller by the

Buyer.

16.2 Communications shall be deemed to have been received:

16.2.1 if sent by pre-paid first class post, two Business Days after posting

(exclusive of the day of posting); or

16.2.2 if delivered by hand, on the day of delivery; or

16.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at

the time of transmission and otherwise on the next Business Day.

16.3 Communications addressed to the Seller shall be marked for the attention of

the Sales Manager.

17. Force Majeure

17.1 In the event that either party is prevented from fulfilling its obligations under

this Agreement by reason of any supervening event beyond its control

including but not limited to war, national emergency, flood, earthquake, strike

or lockout (subject to Sub-clause 17.2) the party shall not be deemed to be in

breach of its obligations under this Agreement. The party shall immediately

give notice of this to the other party and must take all reasonable steps to

resume performance of its obligations.

17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where

such action has been induced by the party so incapacitated.

17.3 Each party shall be liable to pay to the other damages for any breach of this

Agreement and all expenses and costs incurred by that party in enforcing its

rights under this Agreement.

17.4 If and when the period of such incapacity exceeds 6 months then this

Agreement shall automatically terminate unless the parties first agree

otherwise in writing.

18. Waiver

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 provision.

19. Severance

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 provision in question shall not be affected

thereby.

20. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract

pursuant to the Contracts (Rights of Third Parties) Act 1999.

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21. Governing Law and Jurisdiction

The Contract shall be governed by the laws of England and the parties agree to

submit to the exclusive jurisdiction of the English courts.