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PromoLab Merchandise Solutions Ltd.

1. The quoted price for the goods may be varied by the Company and the current price for any goods ordered will be the price applicable at the date of the placing of the order (“the prevailing price”) which price will be notified to the customer prior to the acceptance by the company of the customer’s order. Any order received by the Company to purchase goods shall be deemed to be an offer to purchase the goods at the
prevailing price and for the avoidance of doubt notification of the prevailing price to the customer shall not be deemed to be a counteroffer.
2. (a) Acceptance of any order shall be by means of any written acknowledgment whether or not it seeks
to impose new conditions (unless clearly stated on its face to be a counter-offer).
(b)The Company shall not be obliged or required to accept any alteration or amendment to an order or
any of the items and conditions thereof but in the event of such alteration and amendment accepted by such shall be valid only if evidenced by email, letter or fax by the Company.
3. The prices which will be quoted prior to the acceptance of the customer’s order by the Company are and will be exclusive of:
(a) Value Added Tax which will be changed in addition to the customer’s price at the rate for the time being prevailing.
(b) Postage and carriage which will be charged in addition to the prevailing price at the rate prevailing at the time of the delivery of the goods.
(c) The cost of preparing proofs and making die screens, jacquards, tools, masters, engraving, and setting
up costs in connection with any of the foregoing prices of which works will always be priced separately and shall be payable in addition to the prevailing price of the goods provided always that such items shall be and remain the property of the Company.
4. The description of the various items contained in any promotional material, campaign poster, or circular are given by way of and for the purpose of identification only and the use of the said description shall not constitute a sale by description.
5. Notwithstanding that any sample has been exhibited or inspected by the customer it is hereby declared that the Company exhibits such samples and permits the inspection thereof by the buyer solely to enable the buyer to judge for himself the quality of the bulk and not so as a to constitute a sale by sample. The customer takes any goods purchased from the company at his own risks as to their correspondence with any sample and generally as to their quality, condition, or fitness of sufficiency for any purpose.
6. The customer shall inspect the goods immediately upon delivery thereof into the customer’s possession (as hereinafter declined) and shall within seven days of such delivery give notice in writing to the Company of any matter or thing by reason whereof it is alleged that the goods are not in accordance with _contract between the customer and the Company. If the buyer shall fail to give such notice the said goods shall be deemed to be in all respect in accordance with the contract and the customer shall be bound to accept and pay for the same accordingly.
7. Delivery shall be deemed to have occurred when the goods have been delivered to the place of delivery specified by the customer at the time such goods are ordered.
8. The Company shall not be liable for any loss, damage, injury, failure, or delay in delivery due to any event of circumstances whether arising from natural causes human agency, or otherwise beyond the control of the Company or its supplies or suppliers of raw materials to its suppliers including, but without prejudice to the generality of the foregoing, inability to obtain raw materials, enemy action, acts of war, civil commotion, accidents, plant breakdowns, interference by labour strikes, lockouts, acts of God or government, aircraft explosion, flooding, malicious mischief or theft or any restrictive regulation order act or omission or operation by any local or municipal authority or government department.
9. All goods ordered by a customer of the company shall unless the Company shall agree in writing be paid for by the customer prior to the said goods hereby sent by the Company to the customer and in the case of goods ordered by the specific design or specification of the customer on acceptance by the Company of the order. Interest at a rate of 4% above NatWest Bank Base Rate with half yearly stops may be charged by the Company in its absolute discretion from the date payment shall be due until payment.
10. The Company shall be deemed to have performed the contract with the customer for the sale of goods if the quantity it delivers is within the range of 10% less and 10% more than the quantity specified in the said contract unless the customer has specified an exact quantity only to be supplied.
11. In the event that the Company performs its contract in accordance with clause 12 hereof the price of the goods shall be varied in accordance with the variation in quality and the customer shall pay the price so varied. Reference in these Terms and Conditions to the prevailing prices shall include the prevailing price so varied.
12. (a) Risk in the goods passes when they are delivered to the customer.
(b) Notwithstanding the earlier passing of risk title in the goods shall remain with the Company and shall not be passed to the customer until the amount due under the invoice for them has been paid in full.
(c) Until title passes the customer shall hold the goods as bailee for the Company and shall store or make them or they can at all times be identified as the property of the Company.
(d)The Company shall be entitled at all times before the title passes to repossess all or any of the goods and for that purpose to enter any premises of the customer.
(e)Until the title passes the entire proceeds of sale of goods shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
(f)The Company shall be entitled to maintain an action for the price of any goods notwithstanding that title to them has not passed to the customer.
13. Copy or design shall be delivered to the Company for approval with order and:
(a)The customer covenants that he holds any necessary permission or consent to the copyright or title to such copy or design and that he can authorise the use thereof for the purpose of the subject matter of this order.
(b) The Customer.
(i) Covenants that it has the full legal copyright or the written consent from the lawful owner of such copyright to use for the purpose of the design logo or wording in all illustration materials and copy matter supplied or to be supplied to the Company and that nothing contained herein is of a libellous nature, nor in any way infringes the Trade Description Acts or the Data Protection Acts or any statutory or common law which does or might render the Company liable in any way for breach and shall fully indemnify the Company against all actions, costs, claims and demands arising from such breach.
(ii) Shall keep harmless and indemnify the Company against all claims, demands, loss, charges, costs
and expenses howsoever arising against the Company resulting from action or instructions of the customer or persons authorised by it.
(iii) Will be solely liable for meeting and requirements of the law for the time being with regard to all goods and services provided.
(iv)A customer who is in an agency recognise as such by the Company shall be deemed as contract as a principal in all respects and as such will be responsible for the payment of accounts and will be assumed to have full authority in all matters connected with the placing of orders and the approval of amendment of copy or design.
(c) The Company shall make alterations or vary the order or design as the Company shall think fit to enable the order be fulfilled.

14. These Terms and Conditions shall be incorporated into the contract to the exclusion of any Terms and Conditions stipulated or referred to by the customer and neither the customer nor the Company shall be bound by a variation _waiver of or addition to these conditions except as agreed by both parties in writing and signed on their behalf.
15. Any notice given by the Company to the customer shall be deemed to be effectively served if sent by prepaid post addressed to the customer at the customer’s address set out attached or at the customer’s last known place of business or abode in the United Kingdom or in the case of a company at the Registered office as the same may require but the modes of service herein provided shall not be obligatory.
16. It is agreed and declared that this agreement contains all the Terms and Conditions between the parties hereto and that the Company has made no warranty (oral or otherwise) except as expressively stated herein.

17. In the event of any dispute arising between the Company and the Customer the proper law of contract shall be English law and the forum for the resolution of any such disputes shall be the Courts of England and Wales.

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