TERMS AND CONDITIONS

1. Basis of Agreement

(a) Gift Set and Match Limited (GSM) shall sell and the Customer shall purchase the Goods in accordance with any quotation or offer from GSM which is accepted by the Customer, or any order of the Customer which is accepted by GSM. (b) These Conditions shall govern the Agreement 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 Customer.

2. Definitions

(a) In these Conditions:- “Working Day” means any day other than a Saturday, Sunday or bank holiday; “the Customer” means the person who accepts a quotation or offer from GSM for the sale of the Goods or whose order for the Goods is accepted by GSM; “the Agreement” means the Agreement for the purchase and sale of the Goods under these conditions; “these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and GSM; “the Goods” means the products and/or services (including any instalment of them) which GSM is to supply in accordance with these Conditions; “month” means a calendar month; “GSM” means Gift Set and Match Limited, a company registered in England and Wales, number 04040103 and includes all employees and agents of Gift Set and Match Limited; “writing” includes any communications made by fax, email or any comparable means. (b) 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, re-enacted or extended at the relevant time. (c) The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. Basis of Sale

(a) GSM’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by GSM in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. (b) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and GSM. (c) Sales literature, price lists and other documents issued by GSM 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 Customer may not be withdrawn cancelled or altered prior to acceptance by GSM and no Agreement for the sale of the Goods shall be binding on GSM unless GSM has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Customer by whichever is the earlier of:- (i) GSM’s written acceptance; (ii) delivery of the Goods; or (iii) GSM’s invoice. (d) 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 GSM shall be subject to correction without any liability on the part of GSM.

4. Orders and Specifications

(a) No order submitted by the Customer shall be deemed to be accepted by GSM unless and until confirmed in writing by GSM’s authorised representative. (b) The specification for the Goods shall be those set out in GSM’s sales documentation unless varied expressly in the Customer’s order (if accepted by GSM). The Goods will only be supplied in the minimum units (or multiples) stated in GSM’s quotation. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether online, in catalogues, brochures, price lists or other documents issued by GSM are intended as a guide only and shall not be binding on GSM. (c) GSM 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 GSM’s specification, which do not materially affect their quality or performance. (d) No order which has been accepted by GSM may be cancelled by the Customer except with the agreement in writing of GSM on the terms that the Customer shall indemnify GSM in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by GSM as a result of cancellation.

5. Price and Payment

(a) The price of the Goods shall be the price stated in GSM’s quotation or written confirmation. (b) Where GSM has quoted a price for the Goods the price quoted shall be valid for 30 days only or such lesser time as GSM may specify. (c) GSM reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to GSM which is due to any factor beyond the control of GSM (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 Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give GSM adequate information or instructions. (d) The price is exclusive of any applicable value added tax or taxes or levies of a similar nature, which the Customer shall be additionally liable to pay to GSM. (e) Subject to any special terms agreed in writing between the Customer and GSM, GSM shall invoice the Customer for the price of the Goods on receipt of the order from the Customer. (f) The Customer shall pay the price of the Goods (less any discount or credit allowed by GSM, but without any other deduction credit or set off) within 30 days of the date of GSM’s invoice or otherwise in accordance with such credit term as may have been agreed in writing between the Customer and GSM in respect of the Agreement. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Agreement. Receipts for payment will be issued only upon request. (g) All payments shall be made to GSM as indicated on the invoice issued by GSM. (h) GSM is not obliged to accept orders from any customer or Customer who has not supplied GSM with references satisfactory to GSM; if at any time GSM is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods will be delivered to the Customer other than against cash payment and notwithstanding Clause 5(f) of these conditions, all amounts owing by the Customer to GSM shall be immediately payable in cash.

6. Delivery

(a) Delivery of the Goods shall be made by GSM delivering the Goods to the place specified in the Customer’s order and such location being accepted by GSM or, if no place of delivery is so specified, by the Customer collecting the Goods at GSM’s premises at any time after GSM has notified the Customer that the Goods are ready for collection. (b) Where delivery of the Goods shall be arranged by GSM using the Customer’s chosen carrier, responsibility for the Goods, their delivery, any applicable charges, taxes, duties or similar costs relating to those Goods or their shipment passes to the Customer when the Goods are collected by the Customer’s chosen carrier. (c) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Agreement and failure by GSM to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Agreement as a whole as repudiated. (d) If the Customer 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, GSM shall be entitled upon given written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 9(a) of these Conditions risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to GSM all costs and expenses including storage and insurance charges arising from such failure. (e) If GSM fails to deliver the Goods or any of them by any agreed delivery date other than for reasons outside GSM’s reasonable control or the Customer’s or its carrier’s fault:- (i) if GSM delivers the Goods at any time thereafter GSM shall have no liability in respect of such late delivery; (ii) if the Customer gives written notice to GSM within 7 Working Days after any agreed delivery date and GSM fails to deliver the Goods within 7 Working Days after receiving such notice the Customer may cancel the order and GSM’s liability shall be limited to the excess (if any) of the cost of the Customer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.

7. Inspection

(a) The Customer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be. (b) Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked “unchecked”. (c) GSM 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 GSM within 5 Working Days of delivery detailing the alleged damage or shortage. (d) In all cases where defects or shortages are complained of GSM shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to GSM before any use is made thereof or any alteration or modification is made thereto by the Customer. (e) Subject to Clause 8(c) and Clause 8(d), GSM shall make good any shortage in the Goods and where appropriate replace any goods damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

8. Cancellation

(a) GSM will make every effort, upon receipt of a request in writing, to change or cancel an order. If the order has not yet started the production process, no additional charge or cancellation fees will be applied. In the case of changes, where orders have already begun the manufacturing process the setup fees may vary from the original quotation subject to your revised requirements. This particular applies to screens and setup costs where plates or screens may already have been made and also to changes once pre-production samples have been manufactured. Any additional charges will be notified in writing prior to proceeding to full production of the order. (b) If the order has begun its production process, GSM is unable to stop or change the order. In such cases the Customer will be charged the original amount quoted for any orders cancelled at this stage. (c) Any changes in quantity ordered must be made in writing to GSM prior to commencement of any order placement or production process by GSM or its suppliers. Any increase in the order may be regarded as a separate Agreement, and as such a separately agreed delivery date may apply, unless written notification is received before work commences on the original order.

9. Risk and Title

(a) Risk of damage to or loss of the Goods shall pass to the Customer at: (i) in the case of Goods to be delivered at GSM’s premises, the time when GSM notifies the Customer that the Goods are available for collection; or (ii) in the case of Goods to be delivered otherwise than at GSM’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when GSM has tendered delivery of the Goods. (b) 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 Customer until GSM has received in cash or cleared funds payment in full of the price of the Goods. (c) Until payment has been made to GSM in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for GSM and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by GSM and shall insure the Goods against all reasonable risks. (d) The Customer 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 GSM, but if the Customer does so all money owing by the Customer to GSM shall (without prejudice to any other right or remedy of GSM) forthwith become due and payable. (e) GSM reserves the right to repossess any Goods in which GSM retains title without notice. The Customer irrevocably authorises GSM to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which GSM retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 9(c). (f) The Customer’s right to possession of the Goods in which GSM maintains legal and beneficial title shall terminate if: (i) The Customer commits or permits any material breach of his obligations under these Conditions; (ii) The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors; (iii) The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; (iv) The Customer 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 Customer, notice of intention to appoint an administrator is given by the Customer 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 Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

10. Assignment

(a) GSM may assign the Agreement or any part of it to any person, firm or company. (b) The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of GSM.

11. Customer’s Default

(a) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to GSM, GSM shall be entitled to:- (i) cancel the order or suspend any further deliveries to the Customer; (ii) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other Agreement between the Customer and GSM) as GSM may think fit (notwithstanding any purported appropriation by the Customer); and (iii) charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above Lloyds TSB 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). (b) This condition applies if:- (i) the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Agreement; or (ii) the Customer 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 (iii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or (iv) the Customer ceases, or threatens to cease, to carry on business; or (v) GSM reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. (c) If Condition 11(b) applies then, without prejudice to any other right or remedy available to GSM, GSM shall be entitled to cancel the Agreement or suspend any further deliveries under the Agreement without any liability to the Customer, 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.

12. Limitation of Liability

(a) Subject to condition 6 and condition 11, the following provisions set out the entire financial liability of GSM (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (i) any breach of these conditions; (ii) any use made (including but not limited to modifications) or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and (iii) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement. (b) 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 Agreement. (c) Nothing in these conditions excludes or limits the liability of GSM: (i) for death or personal injury caused by GSM’s negligence; or (ii) for any matter which it would be illegal for GSM to exclude or attempt to exclude its liability; or (iii) for fraud or fraudulent misrepresentation. (d) Subject to condition 12(b) and condition 12(c): (i) GSM’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 Agreement shall be limited to the Agreement price; and (ii) GSM shall not be liable to the Customer 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 Agreement.

13. Confidentiality, Publications and Endorsements

(a) The Customer undertakes to GSM that:- (i) the Customer will regard as confidential the Agreement and all information obtained by the Customer relating to the business and/or products of GSM and will not use or disclose to any third party such information without GSM’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 Customer’s default; (ii) the Customer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which GSM is licensed to use or which is owned by GSM 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 GSM and (where appropriate) its Licensor; (iii) the Customer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents. (b) This Condition shall survive the termination of the Agreement.

14. Communications

(a) All communications between the parties about the Agreement 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: (i) (in the case of communications to GSM) to its registered office or such alternative address as shall be notified to the Customer by GSM; or (ii) (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Agreement or such other address as shall be notified to GSM by the Customer. (b) Communications shall be deemed to have been received: (i) if sent by pre-paid first class post, two Working Days after posting (exclusive of the day of posting); or (ii) if delivered by hand, on the day of delivery; or (iii) if sent by fax or electronic mail on a Working Day prior to 4.00 pm, at the time of transmission and otherwise on the next Working Day. (c) Communications addressed to GSM shall be marked for the attention of ‘The Directors’.

15. Force Majeure

(a) 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 15(b)) 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. (b) Sub-clause 15(a) shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated. (c) 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. (d) 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.

16. Waiver

No waiver by GSM of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17. 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.

18. Third Party Rights

A person who is not a party to the Agreement shall have no rights under the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

19. Governing Law and Jurisdiction

The Agreement shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.