CURZONIA (UK) LTD TERMS & CONDITIONS OF TRADE

1. a) The Company means Curzonia (UK) Ltd, Distributors for Curzonia Ltd, 114130 Cy.

b) The Customer means the person, firm or company who places an order with Curzonia (UK) LTD for the manufacture and/or supply of any goods.

2. Telephoned orders are accepted by the Company for the convenience of the Customer to avoid lost time. However, if no proper Confirmation order is received before production commences the Company will not accept responsibility for errors due to the incorrect interpretation of verbal instructions.

3. Despatch dates are quoted in good faith, and whilst every effort will be made to keep to despatch dates quoted the Company shall not be liable for any losses arising from late deliveries unless agreed prior to order.

4. Every effort will be made to carry out the contract, but its due performance is subject to cancellation by the company or such variation as may be found necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God, war, strike, lockout or other labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond the Company’s control.

5. Should the order be cancelled by the Customer the Company reserves the right to charge for any costs incurred in connection with the order prior to the receipt of instructions to cancel in writing?

6. Any stocks held by agreement must be called off within the agreed period as specified from the date of acknowledgement of the contract and will be forwarded to the Customer without further notification on expiry of that period.

7. Due to the nature of our manufacturing processes we reserve the right to deliver plus or minus 2% of the ordered quantity

8. The Company will, where applicable, make every effort to comply with colours agreed but a perfect match cannot be guaranteed. However, it is the Customer’s responsibility to specify the standard of Quality and fastness required and to test the goods to ensure the standard is met. Non-shrinkage cannot be guaranteed. Deviations from dimensions colour or quality which are technically beyond or control may not be faulted.

9. All prices and quotations exclude V.A.T which will be added to invoices where applicable. Estimates are given on the basis of costs of production ruling at the date thereof and are subject to change. Orders will be charged at the price ruling at the date of acceptance. Where goods are delivered outside the U.K prices are quoted ex-works unless otherwise specified and payment will be required by irrevocable Letter of Credit drawn on a London Clearing Bank unless otherwise agreed in writing.

10. No claim for faulty or damaged goods, or shortage of delivery will be entertained unless notice in writing is received by the Company within 10 days of the date of delivery followed by a complete claim in writing within 28 days of the date of delivery and in the instance of non-delivery this must be advised within 7 days from the date of invoice.

11. Divisibility: Goods from an order can be delivered in more than one delivery. Each delivery made for the same order shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

12. Goods will be invoiced on the day of despatch and payment is due in accordance with terms stated on the invoice. In the event of payment not being made by the due date any agreement with the Customer as to stockholding may be cancelled by the Company and all stocks held on the Customer’s behalf may be sent to the Customer and invoiced for immediate payment. Consistent late payments by the Customer will result in pro forma invoices being sent for payment before any orders will be accepted. In the event of late payment the company reserves the right to charge interest at 5% above BOE base rate calculated from day to day from due date.

13. Notwithstanding delivery, the property in the goods shall remain in Curzonia (UK) Ltd until the customer has paid in full therefore. If such payment is overdue in whole or in part the Company may (without prejudice to any of their rights) recover or re-sell the goods or any of them and may enter upon the Customer’s premises for that purpose. If any of the goods are incorporated in other goods before such payment, the property in the whole of such other goods shall be and remain with the Company until such payment has been made.

14. Where goods supplied are defective the Company’s liability shall be limited solely to rectifying such defect; defective goods shall not form the subject of any claim to work done by the Customer unless agreed by the Company or for any loss, damage or expense whatsoever arising directly or indirectly from the defect.

15. It is the Customer’s responsibility to ensure that the goods ordered are in every way correct and suitable for the purpose for which they are required, notwithstanding that such purpose may be known to the Company. The Company is responsible only for producing goods to the specification of the Customer and in accordance with these conditions.

16. The Customer will be responsible for the knowledge and awareness of copyright, trade marks or registered designs relative to goods ordered and will consequently indemnify the Company of all liability thereto.

17. The contract shall be governed by English law and these conditions and details in the acknowledgement of the contract constitute the entire agreement between the Customer and the Company. No variation of these conditions (whether contained in any document of standard conditions of the Customer or otherwise) shall be applicable unless accepted in writing by the Company.

18. All artwork, sketches, origination and printmasters remain the property of the Company at all times and may be destroyed on completion of the order. However, these will be retained, where possible for a period of 12 months.