(a) The expression "the Goods" shall mean all products subject to contract between Vanderson Limited, ("The Seller") and its Customer ("The Buyer").

(b) Orders are accepted only upon and subject to the Seller's Conditions of trading as printed herein, save that the terms and conditions and other matters appearing on the face of any written contract of trading between the Seller and the Buyer shall wherever the same are incompatible with the conditions of trading as printed herein to that extent and no further overrule the latter.

(c) Unless expressly accepted in writing from the Seller's office, any qualifications of these conditions by the Buyer or any agent or representative of the Seller in any written or printed document or otherwise shall be inapplicable.

(d) No binding contract shall be created by the acceptance on the part of the Buyer of an offer made by the Seller until notice of acceptance of the order shall have been given by the Seller's office.

2. CANCELLATION

Once a contract subsists between the Buyer and the Seller the same cannot be cancelled by the Buyer except with the Seller's consent and on the terms which will indemnify the Seller against all loss whether direct or indirect.

3. PRICE

The Seller's prices are subject to revision without notice and the buyer's order is accepted and the contract is entered into on the understanding that it will be executed at the price ruling at the date when the Buyer is notified that the goods are ready for despatch in accordance with the Conditions hereof.

4. QUANTITIES ORDERED

The Seller reserves the right to invoice for quantities delivered within a tolerance of plus or minus 10% of the total number of units of any catalogue title ordered by the Buyer.

5. DESPATCH AND DELIVERY

Any times quoted by the Seller for the completion or despatch of goods are to be computed from the date on which the Seller has in its possession the written or telegraphic instructions of the Buyer to proceed with the contract and all necessary information and parts to enable the Seller to put the work in hand. However, any date or period of time named by the Seller for the despatch or delivery of the goods is given and intended as an estimate only and is not to be of the essence of the contract. The Seller shall not be liable in anyway in respect of late despatch or delivery, howsoever caused, and such failure to dispatch shall not be deemed to be a breach of contract. Where drawings, specifications, patterns and materials are to be supplied by the Buyer the Buyer shall supply the same to the Seller in reasonable time to enable the Seller to dispatch the Goods within the time specified.

6. CARRIAGE

The Seller shall be under no liability whatsoever for loss or damage to the Goods beyond the point to which the Seller contracts to deliver the same and up to such point the following shall apply:

(a) The Seller will entertain no claim for damage in transit, shortage of delivery or loss of Goods, unless in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to the seller within 48 hours of receipt of the Goods and in the case of the loss of Goods, a separate notice in writing is given to the carrier concerned and to the Seller and a complete claim in writing is made within 30 days of the date of consignment.

(b) Where goods are accepted from the carrier concerned without being checked, the delivery sheet of the carrier concerned must be signed "Not Examined".

(c) The Goods in respect of which any such claim is made shall be preserved intact as delivered for a period of 21 days from notification of the claim, within which time the Seller shall have the right to attend at the Buyer's works to investigate the complaint.

7. TERMS OF PAYMENT

The terms of payment specified by the Seller to the Buyer in writing shall apply to all sales. Failing such specification payments shall be made in full prior to the date of despatch from the Seller's warehouse. Unless otherwise expressly agreed in writing all payments shall be made in Pounds Sterling. If for any reason the Buyer is unable or unwilling to take delivery when the goods are ready for despatch or if delays of any kind arise through causes beyond the Seller's control, payment for the goods must not be withheld or deferred. Without prejudice to the Seller's right to immediate payment the Buyer shall pay interest on any sum payable in accordance with the terms of payment at a rate of 2% above the average base lending rate of UK Banks for the time being from the date on which the sum becomes payable until the date of actual payment. Any liability of whatsoever kind upon the Seller's part is subject to the terms of payment and to all the Buyers other obligations to the Seller under the contract being strictly observed.

8. OWNERSHIP

(a) Ownership of the Goods furnished hereunder shall not pass to the Buyer until all monies owing to the Seller by the Buyer no matter on what grounds have been paid to the Seller in full and until such payment is made the Buyer shall, if the Seller so requires, store the goods immediately upon taking delivery thereof in such a way as clearly to identify the ownership of the property in the Goods as belonging exclusively to the Seller.

(b) If the goods furnished hereunder are mixed with other objects whether by sub-sale or in any other way (including in such a way as either to render the goods unidentifiable or to incorporate them as constituent parts of other objects) the ownership of those other objects shall pass to the Seller from the moment when the Goods furnished hereunder are mixed with or converted into the other objects and until the Seller is paid all monies owing to it by the Buyer on any account whatsoever the Buyer shall hold the Goods and the said objects in a fiduciary capacity to the Seller's Order and if required in writing by the Seller shall store the Goods and the said objects in the manner described in Paragraph (a) of this condition.

(c) Nothing in this condition shall prevent the Buyer from selling the goods or the objects referred to in Paragraph (b) of this condition in the ordinary course of its business to a third party on the condition that if the Buyer still then owes monies to the Seller on any account whatsoever or if the payment of such monies is the subject of a dispute between the parties hereto the Buyer shall pay all sub-sale monies into a separate designated bank account and shall transfer all rights and claims it has in the sub-sales transaction to the Seller.

(d) If asked to deliver the goods to the Buyer and the Buyer shall fail to pay the price in accordance with the terms of payment hereunder, the Seller shall have the right to repossess the goods furnished hereunder or the object referred to in paragraph (b) of this clause without notice or demand and without any hindrance on the part of the Buyer and for this purpose the Seller shall be at liberty to enter upon any land or building on or in which the Goods or said objects were situated. In the event of such repossession the Seller shall have the right to dispose of the Goods or the said objects in such manner as the Seller shall in its sole discretion determine. The proceeds from any such disposition shall be applied by the Seller towards all amounts due to it by the Buyer.

9. WARRANTY

Subject to the terms of Condition 6 hereof the Seller warrants that if within one month of delivery of the goods to the Buyer the Buyer returns any of the said goods which it considers to be defective to the Seller at the Seller's works, carriage paid, properly packed and clearly marked with the Buyer's full name and address and any other information which may be necessary to enable the Goods to be identified, together with a complete description of the respects in which it is alleged that the goods are defective, then such Goods will be examined and should the Seller be satisfied that the goods are defective for reasons of defective workmanship or materials on the Seller's part, new goods will be supplied in exchange and such new Goods to be delivered to the Buyer Free Of Charge or at the Seller's option the Seller will credit the Buyer with the invoice value of any of the said Goods found by the Seller to be defective and faulty. Save as provided above the Seller shall be under no liability whatsoever in respect of any loss, damage, injury or expenses arising from any defect in the Goods (whether or not such defect is due to the negligence or breach of duty on the part of the Seller, its servants or agents) and in particular (but without prejudice to the generality of the foregoing) shall not be liable for the cost of any work done, any transport costs incurred, any consequential damage or expense or any loss of profit or any liability to third parties incurred by the Buyer in consequence of such defect and save as provided above, all conditions guarantees or warranties, (including conditions guarantees or warranties as to title, possession, quality or description of the Goods or their fitness for any purpose or their life of wear or their use under any conditions whether known or made known to the Seller or not) whether expressed or implied by statute or common law, are hereby excluded.

10. INDEMNITY

The buyer covenants to indemnify and keep the Seller indemnified against all proceedings damages and costs occasioned to the Seller in consequence of any claim that any of the Products contain materials which constitutes an infringement of copyright.

11. BUYER'S BREACH OF BANKRUPTCY

If the Buyer makes default in paying any sum under the contract with the Seller as and when such sum becomes due, or commits any breach of any of it's obligations to the Seller, or if any distress execution is levied upon the Goods of the Buyer or if the Buyer offers to make arrangements with its creditors or commits any act of bankruptcy or (being a limited company) goes into liquidation (save for the purpose of amalgamation or reconstruction without insolvency), or if a receiver or manager is appointed over the whole or any part of the property or undertaking of the Buyer, the Seller may forthwith either suspend all further deliveries until the default has been made good or determine the contract then subsisting in relation to any further Goods remaining to be delivered, but without prejudice to any claim the Seller might otherwise have for breach of contract.

12. FORCE MAJEURE

Should delivery of any goods sold be prevented or delayed by any happenings or occurrences due to "force majeure" or by reason of any delays caused by strikes, lock-outs or other labour troubles, war, fire, accident to or break-down of machinery, due to delay en route, delay in delivery of Goods or materials by suppliers or other persons, government action, Act of God or any case whatsoever outside the control of the Seller, The Seller reserves the right to cancel or suspend deliveries without prejudice to its rights to payments for goods already delivered. In any event the Seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of such events or happenings.

13. NOTICES

Where a written notice from either Party to the other is required by these Conditions, such notice shall be sent by prepaid properly addressed letter and where necessary or desirable by telephone or facimile. Where these conditions require that a notice be given within a specified period for such notice to be valid it must reach the party to whom it is addressed within that period.

14. PROPER LAW AND JURISDICTION

The contract between the Buyer and the Seller shall in all respects be governed by English Law and shall be subject to jurisdiction of the English Courts