Terms And Conditions Of Purchase

1. Definitions

a. The Company€ means or refers to Ade Lewis Ltd.

b. The Supplier€ means or refers to the supplier of Goods and/or Services to the Company.

c. Order€ means both an Authorised Order and orders placed by other means together with all documents, samples, references attached.

d. Authorised Order€ means any order signed or sanctioned by any person having the actual authority to sign or sanction it and it is the Supplier€™s responsibility to ensure that such actual authority has been given.

e. The Goods€ means the Goods described in the Order to be supplied by the Supplier in accordance with these terms and conditions.

f. The Service€ means the Service described in the Order to be supplied by the Supplier in accordance with these terms and conditions.

g. The Specification€ means the description of the Goods and/or the Services and any other specifications which shall be stated or referred to in the Order.

h. The Agreement€ means the agreement for the purchase of Goods and/or provision of Services referred to in the Authorised Order.

2. The Authorised Order

a. Save where the Company has expressed otherwise, no Order nor any Agreement, whether or not purported to be evidence thereby shall be valid and binding upon the Company unless it is an Authorised Order.

b. The Authorised Order shall be deemed to record all of the terms of the Agreement and to extension or variation thereof shall be valid and binding upon the Company unless such extension or variation is recorded in writing and signed in accordance with clause 1(d). These Terms and Conditions shall apply in place of and prevail over any terms and conditions expressed in any correspondence or implied by trade, custom or course of dealing unless specifically agreed in writing to the contrary.

3. The Goods

a. It is a condition of the Agreement that the Services provided by the Supplier to the Company shall conform in every particular way with the Specification and all other details in the Authorised Order.

b. The Goods shall comply with all of the terms of the Agreement and any other terms and conditions implied by statue.

c. The Goods will comply with all trade description advertising rules and regulations and consumer protection legislation and any other applicable laws and regulations including but not restricted to industry standards, health and safety regulations and national and local regulations where applicable.

d. The Company reserves the right upon reasonable notice to inspect the Goods whilst they are in production, whether this be at the Suppliers€™ or other third party premises.

e. Where any Goods are produced in excess of the quantity ordered by the Company, then such overs shall be destroyed and this shall be certified in writing to the Company.

f. All Goods shall be securely packaged for safe delivery in perfect condition and must be clearly marked externally in accordance with the instructions of the Company.

4. The Services

a. It is a condition of the Agreement that the Services provided by the Supplier to the Company shall conform in every particular way to the Specification and all other details in the Authorised Order.

b. The Services shall comply with all terms of the Agreement and any other terms and conditions imposed by statue.

5. Quality control

a. The Supplier holds itself out as being an expert in its field and the Company relies upon such expertise in all matters relating to the quality of the Service and the Goods and timescale of delivery.

b. The Supplier will abide by reasonable instructions of the officers of the Company.

c. The Company will lay down, from time to time, detailed standard criteria expected of the Suppliers of certain types of Goods and Services and, if applicable, will pass such criteria to the Supplier from time to time and the Supplier will comply with such criteria.

d. Goods supplied will be of satisfactory quality and fit for purpose and will comply with the description and will conform to any sample previously supplied.

e. Services will be supplied using reasonable skill and care.

f. The nature of the business of the Company is that accuracy and consistency of colour, quality, finish and texture is of particular importance and acceptable tolerance levels in relation thereto are very limited and may be totally unacceptable where so stated as part of the Order.

6. Right of rejection of the Goods

a. No act on the part of the Company including payment for the Goods or any part thereof shall constitute acceptance of the Goods until a reasonable time has lapsed after the delivery of the Goods or any instalment thereof and the Company has had the opportunity to examine the same. If, on such examination, it is found that the Goods or any instalment thereof, do not comply with the specification then the Company shall be entitled (without prejudice to any other right or remedy the Company may have):-

i. To reject the Goods or any part of any instalment.

ii. In the event of the Goods being delivered by instalment to cancel all/or any subsequent instalment in addition to the instalment which constitutes a breach of these terms and conditions.

iii. To require the Supplier in writing to remove at its own expense the Goods or any of them from the Company€™s possession within 14 days of the Company€™s instructions to that effect and, in the event that they are not so removed within such period, then the Company shall be at liberty to destroy or otherwise dispose of the Goods and charge the Supplier for the costs in doing so.

b. In the event of the Company cancelling further deliveries in accordance with sub-clause (a)(ii) above, the Company shall not be liable to pay to the Supplier for any loss or damage whether direct or consequential incurred by the Supplier arising out of such cancellation and furthermore the Company shall not be liable to pay the Supplier any sum for the price of those Goods delivered and accepted by the Company (less any deduction for losses or expenses suffered as a result of any breach by the supplier of the terms of the Agreement).

c. The Company shall be entitled to claim from the supplier warehouse storage and administration charges in respect of rejected goods.

7. Right of rejection of the services

In the event any part of the Service fails fully to comply with any of the terms of the Agreement then the Company may, without prejudice, to any other right or remedy which it may have, refuse to allow any subsequent part of the Services to be provided by the Supplier and so the Company shall not be liable to the Supplier for any loss or damage whether direct or consequential incurred by the Supplier and arising out of such cancellation and furthermore the Company shall not be liable to pay the Supplier any sum whatsoever save the price for those services performed and accepted by the Company (less any deduction for any losses, costs or expenses suffered as a result of any breach by the Supplier of the terms of the Agreement).

8. Title and risk

The ownership of the Goods shall pass to the Company upon delivery of the Goods (or when instalments are agreed upon delivery of each instalment) or when the Company has paid 50% of the purchase price to the Supplier, whichever is the earlier. The risk in the Goods or any agreed instalment thereof shall pass to the Company when the Goods have been accepted by the Company but such risk (and the ownership of the Goods) shall return to the Supplier if, and in respect of such, of the Goods as maybe rejected by the Company.

9. Delivery of the goods and/or provisions of the services

a. Delivery of the Goods shall be made to the offices of the Company or as notified in writing by the Company to the Supplier.

b. The Goods shall be delivered and the Services shall be provided by the delivery date notified by the Company to the Supplier. Time shall be of the essence of the Agreement. The Company shall be entitled to reject the Goods or any of them not delivered by the delivery date and terminate the Agreement. The Company may also reject and return such of the Goods as were satisfactorily supplied as an instalment if, in the Company€™s sole opinion, the failure to delivery any further instalment renders it commercially appropriate to reject and return such earlier instalment and the Company shall be entitled to an immediate and full refund in respect thereof and of all costs expended in connection with such rejection and return of the Goods priced in the earlier delivered instalment.

c. Carriage and packing charges will only be accepted if so stated in the Authorised Order.

10. Payment

a. The Company shall pay to the Supplier the purchase price for the Goods and/or Services stated on the Authorised Order.

b. The said purchase price is fully comprehensive and shall include all costs incurred by the Supplier in performing its obligations under the Agreement (to include packaging, delivery and insurance costs unless expressly agreed otherwise in writing) and no extra charges of any sort whatsoever shall be paid by the Company.

c. All invoices/credit notes and statements must be forwarded to the Company at its principle place of business.

d. Unless otherwise agreed in writing, invoices in respect of Services and/or Goods supplied to or upon the order of the Company shall only be submitted following the supply of the Goods and/or Services and shall be settled within 14 days of the date upon which the Company has received payment from its clients in respect of such supply.

e. The Company reserves the right to suspend settlement of any invoice pending the resolution of any claim by the Company that the Goods and/or Services are the subject thereof where either supplied late or where defective in any way.

11. Intellectual Property Rights

a. In the event the Goods are based on or developed from designs supplied by the Company (or the Company and the Supplier jointly develop or which the Company commissions the supplier to design) then all the copyright and/or all and other connected intellectual property rights shall be vested in the Company.

b. The Supplier shall ensure that the Goods/Services do not infringe the intellectual property rights of other parties save where such are supplied from designs provided by the Company to the Supplier and the Supplier indemnifies the Company against all costs, claims, demands and liabilities if this shall not be the case.

12. Force Majeure

The Company reserves the right to require the Supplier to suspend or cancel delivery of the Goods or the provision of the Services or any part thereof in the event that the Company is prevented or hindered from accepting delivery or using the same for reasons beyond the Company€™s control. In this event, the Company shall not be liable to the Supplier for any costs, expenses, loss or damages (direct or consequential) which the Supplier may incur as a result of such suspension or cancellation.

13. Indemnity

The Supplier shall indemnify the Company and the Client of the Company for whom the Goods and Services in question were ordered against all costs, expenses, loss or damage (direct or consequential) incurred by the Company and its Client in arising out of or caused by the failure of Goods or Services to comply with any of the provisions of the Agreement or late or non delivery or non performance of this Agreement.

14. Confidentiality

All information provided to the Supplier by the Company relating to the Agreement or incidental to it shall be regarded as confidential and shall not be disclosed to any third party without the prior written consent of the Company save that this clause shall not apply to any information which the Supplier can show was already known to it or which is required to be disclosed by statutory duty or obligation imposed on the seller.

15. Termination

a. If the Supplier enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if (being a Company) an order is made or a resolution is passed for the winding up of the Supplier (otherwise done for the purposes of the amalgamation or reconstruction) or if a receiver or administrator is appointed over any of the Supplier€™s assets and/or undertaking or if circumstances arise which entitle the Court or any creditor to appoint a receiver or administrator or to make or obtain a winding up order or if the Supplier takes or suffers any similar action in consequence of debt or commits any breach of the Agreement or any other Agreement between the supplier and the Company, then the Company may, without prejudice, to any of its other rights and remedies, terminate the Agreement forthwith by written notice to that effect.

b. In the event that the Company has ordered the Goods or Services from the Supplier as part of an onwards supply of goods or services to its clients, then if the Client of the Company shall cancel the Order then the Company reserves the right to cancel the supply of Goods and/or Services from the Supplier in which case the Supplier shall be paid an appropriate proportion for the agreed purchase price.

16. Sub contracting and assignment

a. The Supplier shall not sub contract or assign any of its rights or obligations under the Agreement without the prior written consent of the Company.

b. Where the Company has approved the use of a sub contractor by the Supplier then the Supplier shall remain fully responsible for the actions and inactions of any such sub contractor and the Supplier shall ensure that the sub contractor is subject to the equivalent obligations of confidentiality and agrees to the assignment of the intellectual property equivalent to the obligations upon the Supplier as are provided in for these terms.

17. Right of set off

The Company shall be entitled to deduct from the purchase price of the Goods or the Services all monies due and owing to the Company by the Supplier under this Agreement or any other Agreement between the parties.

18. Governing Law

This Agreement shall be construed in all respects in accordance with and be governed by English Law and the Supplier hereby agrees to submit to the jurisdiction of the English Courts.