NORTHMACE & HENDON TERMS & CONDITIONS

1. GENERAL

1.1 In these terms and conditions “the Seller” means Northmace & Hendon Limited (a company registered in England and Wales under company registration number 01120166) of Suite 1, First Floor, 1 Duchess Street, London, W1W 6AN “the Buyer” means the person firm or company ordering goods from the Seller, “the Goods” means goods ordered by the Buyer, “the Contract” means an order for the Goods by the Buyer to the Seller which is accepted by the Seller.

1.2 These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the Buyer with reference to the Goods and shall not be affected by any previous dealings between the Seller and the Buyer.

2. VARIATION & CANCELLATION

2.1 Neither party shall be bound by any variation, waiver of or addition to these terms and conditions except as agreed by both parties in writing and signed by a duly authorised representative on their behalf.

2.2 The Seller reserves the right to refuse any orders for Goods submitted by the Buyer. No order which has been accepted by the Seller (whether orally, in writing or otherwise) may be cancelled by the Buyer except with the agreement in writing of the Seller. The Seller reserves the right to cancel the Contract prior to delivery of the Goods upon giving written notice to the Buyer and the repayment of any monies paid by the Buyer under the Contract.

3. DESCRIPTION & SAMPLE

3.1 The Contract is not a contract for sale of goods by description and all drawings, descriptive matter, specifications and advertising howsoever issued by the Seller are issued for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract. The Seller reserves the right to change the specification of any of the Goods and to discontinue any Goods without prior notice.

4. WARRANTIES & LIABILITY

4.1 Subject to the conditions set out below the Seller warrants that the Goods will be free from material defects in materials and workmanship for the period stated on the Seller’s price list (the period begins from the date of the Seller’s invoice) and the Buyer’s only remedies for the breach of warranty shall be those set out in condition 4.3. Where no warranty is provided on the Seller’s price list, the warranty period shall be for period of 3 months commencing on the invoice date.

4.2 The above warranty is given by the Seller subject to the following conditions:

4.2.1 the Buyer must give notice in writing (containing full details of the alleged breach) to the Seller of any alleged breach of warranty together with a copy invoice within the relevant time referred to in condition 4. 1; and

4.2.2 the Buyer must afford the Seller reasonable opportunity and facility to investigate any alleged breach of warranty and if requested in writing by the Seller must at its expense promptly return any Goods which are the subject of the alleged breach (together with packaging); and

4.2.3 subject to condition 4.3 the Seller shall be under no liability in respect of any defect or damage arising from fair wear and tear, use outside a hotel bedroom or hotel bathroom, wilful or accidental damage, the Buyer’s negligence, abnormal working or environmental or climatic conditions, failure to follow the Seller’s instructions (whether oral or in writing), mishandling of the Goods, defects in designs or instructions furnished by the Buyer, misuse or alteration or adaption or modification or neglect or adjustment or repair of the Goods without the Seller’s prior approval; and

4.2.4 the Seller shall be under no liability if the Buyer is in default of any term of the Contract; and

4.2.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall be entitled (where the terms of such warranty or guarantee permit this) to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller; and

4.2.6 the Seller shall be under no liability under the above warranty if the Buyer makes further use of such Goods after giving notice under condition 4.2.1; and

4.2.7 the above warranty does not extend to any damage or loss caused by transit or to any Goods or parts thereof which have a limited natural life including but not limited to batteries, elements, ironing board covers and iron sole plates.

4.3 Where the Seller is satisfied that the alleged breach of the warranty under condition 4.1 is valid the Seller shall within a reasonable period at its own expense repair or replace the defective Goods or any part thereof or alternatively at the Seller’s option refund part or all of the purchase price of such Goods. Save as provided in this condition the Seller shall have no other liability to the Buyer of any nature for the breach of warranty set out in condition 4.1 PROVIDED THAT nothing in these terms and conditions shall be construed as limiting or excluding the Seller’s liability for death or personal injury caused by its negligence.

4.4 Subject as expressly provided in the Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

4.5 Subject to condition 4.3 the Seller shall not be liable to the Buyer in any way whatsoever for any direct, indirect or consequential (all three of which terms include, without limitation pure economic loss, loss of profits, loss of business, depletions of goodwill and like loss) howsoever caused (including as a result of negligence) which arise out of or in connection with the supply of or failure to supply the Goods or their use or resale by the Buyer.

4.6 Unless otherwise agreed in writing the Buyer shall be solely responsible for ensuring that the Goods comply with all relevant legislation and rules applicable in the territory in which the Goods will be used and that the Goods are installed by appropriately trained and competent persons.

4.7 The Buyer acknowledges and accepts that it shall have sole responsibility for the disposal, recovery and reuse of any goods or products comprising electrical and electronic products including without limitation any Goods provided under the Contract and any goods to which the Waste Electrical and Electronic Equipment Directive (or any legislation implementing such Directive) relates and the Buyer shall be solely responsible for any costs incurred as a result of this. The Buyer hereby agrees to indemnify the Seller in accordance with the provisions of condition 11 in respect of any failure to comply with this condition.

5. PRICE

5.1 The price of the Goods shall be the price stated in the Seller’s then current price list or valid quotation (if given). Such prices are subject to variation by the Seller at its discretion on or after one month from the date of the Contract in respect of any Goods not delivered during such one month period.

5.2 The price is exclusive of any applicable value added tax (or other applicable taxes) which the Buyer shall pay to the Seller in addition. Any variation in prices quoted as a result of government taxes or levies will be for the Buyer’s account.

5.3 No cash or trade discounts will be allowed unless expressly agreed in writing.

5.4 Any amendments or additions to the Goods requested by the Buyer after the date of the Contract shall be charged for by the Seller at an additional price. Payment of such additional price shall be governed by these terms and conditions.

6. PAYMENT

6.1 Payment for the Goods shall be submitted with the Buyer’s order unless it has been agreed in advance in writing that the Buyer has a credit account with the Seller in which event payment for Goods is due 30 days from the date of issue of the Seller’s invoice in respect of such Goods.

6.2 Unless otherwise agreed in writing, all payments shall be made in pounds sterling. No payments shall be deemed to have been received until the Seller has received cash or cleared funds. The Buyer shall not be entitled for any reason to make any deduction from or withhold any payment due to the Seller.

6.3 Time for payment of all sums to the Seller shall be of the essence. If the price is not paid in full by the due date whether the same be demanded or not the Seller shall be entitled (without prejudice to any other rights it may have) to do all or any of the following:

6.3.1 to charge interest (both before and after any judgement) on the outstanding amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

6.3.2 to require payment in advance of delivery of undelivered Goods under the Contract or under any other contract between the Seller and the Buyer;

6.3.3 to refuse to make or suspend delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non delivery or any delay in delivery;

6.3.4 to terminate the Contract; and/or

6.3.5 to demand payment of all sums payable by the Buyer to the Seller under the Contract and any other contract whether or not they are due for payment.

7. DELIVERY & RISK

7.1 The Seller shall deliver the Goods by making the Goods available to the Buyer or any agent of the Buyer for collection at the Seller’s premises and the risk in the Goods will pass on removal of the Goods from the Seller’s premises or if the Buyer wrongfully fails to take delivery at the time when the Seller has made the Goods available for collection at the time when such Goods are made available for collection.

7.2 If agreed in writing the Goods may be delivered to the Buyer’s premises (or elsewhere as agreed by the Seller in writing) and the Seller shall arrange for carriage of the Goods to such place of delivery and the carrier shall be deemed to be the Buyer’s agent. Risk in the Goods will pass to the Buyer on the Goods leaving the Seller’s premises.

7.3 The Seller has the right to deliver the Goods by instalments in any sequence. Any default or failure by the Seller in respect of one or more instalments will not vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.

7.4 Any dates quoted by the Seller for delivery of the Goods are approximate only and do not form part of the Contract. The Seller agrees to use its reasonable endeavours to achieve any dates quoted. The Seller shall have no liability for loss, expenses, charges or damages of whatever nature incurred by the Buyer if the approximate dates are not met. Time of delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of any quoted delivery date upon giving reasonable notice to the Buyer.

7.5 If the Buyer fails to take delivery of or to collect the Goods (or any part of them) on the due date for whatever reason (including without limit inadequate access or an inappropriate area to receive the Goods) or to provide any instructions documents licences or authorisation required to enable the Goods to be delivered or collected on the due date the Seller shall be entitled at its option (and without prejudice to its other rights) upon giving written notice to the Buyer:

7.5.1 to store (or arrange for storage of) the Goods and upon such written notice delivery will he deemed to have taken place, risk in the Goods will pass to the Buyer and the Buyer will pay to the Seller on demand all costs and expenses (including but not limited to storage and insurance charges) arising from the failure and any additional costs and expenses of whatever nature incurred by the Seller in rearranging and making delivery of the Goods; or

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

8. DAMAGE TO GOODS ON DELIVERY AND NON DELIVERY OF GOODS

8.1 Any claim that any Goods have been delivered in a damaged state (where the damage is obvious from physical inspection of the Goods at the date of delivery) must be marked by the Buyer on the delivery note at the time of delivery of the Goods and be notified by the Buyer in writing to the Seller within 7 days of delivery of the Goods.

8.2 Any claim that any Goods have been delivered in a damaged state (where the damage is not obvious from physical inspection of the Goods at the date of delivery but becomes obvious thereafter) must be notified by the Buyer in writing to the Seller within 7 days of the alleged damage coming to the attention of the Buyer.

8.3 Any claim that any Goods have not been delivered must be marked by the Buyer on the delivery note at the alleged time of non-delivery of the Goods and be notified by the Buyer in writing to the Seller within 7 days of the alleged non delivery of the Goods.

8.4 The Buyer must afford the Seller or anyone nominated by the Seller (including without limit the carrier of the Goods) reasonable opportunity and facility to investigate any claims made by the Buyer regarding the damage or non delivery under conditions 8.1, 8.2 and 8.3 and if requested by the Seller shall promptly return any Goods which are the subject of a claim (together with any packaging) securely packaged and carriage paid to the Seller for examination.

8.5 If the Buyer proves to the Seller’s reasonable satisfaction that Goods have been delivered damaged or not delivered then the Seller will at its option within a reasonable period replace the Goods or give credit for their invoice value or repair damaged Goods provided always that subject to condition 4.3, the Seller shall have no liability for any damage caused by the Buyer or the carrier in taking delivery of the Goods or for any damage which may have occurred due to a matter referred to in condition 4.2.3.

8.6 The Seller will not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of the Seller including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and the Seller will be entitled to a reasonable extension of time for performing such obligations.

9. PROPERTY

9.1 Legal and equitable title in the Goods shall only pass to the Buyer on payment of the price for the Goods and all other sums payable by the Buyer under the Contract under any contract or otherwise have been received in full by the Seller (in cash or cleared funds). Until such time: –

9.1.1 the Buyer will hold the Goods as the Seller’s bailee and fiduciary agent; and

9.1.2 the Buyer will store the Goods separately from other goods so that they can be identified as the Seller’s property (and in particular but without limit shall not destroy or deface any identifying mark of the Seller’s on the Goods or their packaging) and will keep the same properly stored, protected and insured.

9.2 Until such time as property in the Goods passes to the Buyer 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, the Buyer grants the Seller and its agents an irrevocable licence to enter upon any premises of the Buyer or any third party where the Goods are believed to be stored and recover the Goods.

10. TERMINATION OF SUPPLY

10.1 The Seller may (without prejudice to its other rights) in its absolute discretion suspend or terminate the supply of any Goods if the Buyer breaches any term of the Contract or becomes insolvent or if a trustee in bankruptcy, receiver, liquidator, manager or administrative receiver is appointed over all or any of its assets or it enters into a voluntary arrangement with its creditors or any situation which has a like effect or if the Seller reasonably believes that any of the said events may occur.

11. INDEMNITY

11.1 The Buyer shall be liable for all drawings, specifications and instructions issued to the Seller with orders or pursuant to the Contract and for compliance with condition 4.7 and shall indemnify, keep indemnified and hold harmless the Seller from and against all costs, claims (including the costs of enforcement) liabilities, injuries, 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 like loss), damages, claims, demands, proceedings, legal costs (on a full indemnity basis), judgements and expenses arising from any error in or omission from such drawings, specifications and instructions and in respect of any infringement or potential infringement of any patent, copyright, registered or unregistered design right, registered or unregistered trade mark or other third party intellectual property right arising howsoever out of the Seller’s use of such drawings, specifications of the Buyer.

12. MISCELLANEOUS

12.1 The Buyer may not assign the Contract without the prior written consent of the Seller.

12.2 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 of the Contract.

12.3 If any term or condition (or part(s) thereof) in this Contract is or becomes invalid or unenforceable, that shall not affect the legality or validity of the other terms and condition (or part(s) thereof) in this Contract.

12.4 Any notice to be given by either party to the other under the Contract shall be in writing by first class post addressed to the other party at its registered office or principal place of business and shall be deemed served if properly addressed and posted two working days after the date of posting.

12.5 These terms and conditions shall be governed by and construed according to English Law and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

12.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.