Continuous Improvement Board - Size 120 / 4

Standard Terms and Conditions for the sale of goods

1. DEFINITIONS AND INTERPRETATION

1 .1

"Agreement" means the sales order for the sale of the Goods entered into between T Cards Direct and the Buyer of which these terms and conditions form part;
"the Buyer" means the person which is to buy the Goods;
"the Goods" means any item of whatsoever nature which is sold by T Cards Direct pursuant to this Agreement;
"the Price" m eans the total sum (exclusive of value added tax) payable by the Buyer to T Cards Direct referred to in Condition 8.1, as the same may be varied in accordance with Conditions 10 and 18;
and "T Cards Direct" means F D Heine, M Heine, P D Heine and S J Richetta trading as T Cards Direct

1.2 The index and headings are included for convenience only and shall not affect the interpretation of construction of these terms and conditions.
1.3 In these terms and conditions, unless the context requires otherwise, any reference to:
(a) a "party" or "the parties" is to a party or the parties (as the case may be) to the Agreement;
(b) a Condition is to a condition of these terms and conditions;
(c) a statute or statutory provision includes any consolidation or re-enactment of the same and any subordinate legislation in force under the same from time to time; and
(d) the masculine, feminine or neuter gender respectively includes the other genders, references to the singular include the plural (and vice versa) and references to persons include firms, c orporations and unincorporated associations.

2 . MAKING THE
These conditions shall apply to and form part of every contract between T Cards Direct and the Buyer for the sale and purchase of the Goods. All quotations are made and all orders accepted on and s ubject to these Conditions. No terms or conditions specified by the Buyer (whether or not earlier agreed expressly or by conduct between T Cards Direct and the Buyer or submitted in a later document a nd/or which purport to exclude or supersede any terms or conditions inconsistent with them) shall apply or have effect.

3. QUOTATIONS AND ACCEPTANCE OF ORDERS
3 .1 Any quotation or estimate made by T Cards Direct constitutes an invitation to treat and will remain valid for a period of 30 days from the date of quotation inclusive unless it is previously withdrawn or r evised.
3 .2 No contract shall arise between T Cards Direct and the Buyer unless and until the Buyer has accepted these Conditions either expressly in writing or by implication.
3 .3 No addition to an order may be made by the Buyer after acceptance by T Cards Direct of the order to which the addition relates. Any purported addition shall be treated as a separate order and priced a ccordingly.

4. SALES LITERATURE, ETC.
The quantity, quality and description of the Goods shall be those set out in T Cards Direct's quotation or, if different, T Cards Direct's acceptance of the Buyer's order. Whilst T Cards Direct takes every p recaution in the preparation of its price lists, sales and other literature, these documents are for the Buyer's general guidance and information only and shall not give rise to any warranty, representation or l iability on the part of T Cards Direct.

5. MANUFACTURE AND SALE
5 .1 T Cards Direct agrees to manufacture and sell the Goods to the Buyer and the Buyer agrees to purchase the Goods for the Price subject to and in accordance with the Agreement. 5 .2 Preliminary work carried out whether experimental or otherwise at the Buyer's request may be charged for. 5.3 Proofs of work may be submitted for the Buyer's approval and T Cards Direct shall incur no liability for any errors not corrected by the Buyer in proofs so submitted. The Buyer's alterations and additional p roofs necessitated thereby and all other work carried out at the Buyer's request may be charged extra. When style, type or layout is left to T Cards Direct's judgement changes therefrom made by the B uyer may be charged extra. A charge may also be made to cover any additional work involved where copy supplied is not clear and legible. 5.4 Every endeavour will be made to deliver the quantity ordered but quotations are conditional on a margin of 10% being allowed for overs or shortages, the same to be charged or deducted pro rata.

6. STANDING MATERIAL
Metal, film, glass and other materials used by T Cards Direct in the production of type, plates, moulds, film-setting, negatives, positives and the like shall remain T Cards Direct's exclusive property.

7. COPYRIGHT
The copyright of all drawings and designs submitted remains the property of T Cards Direct.

8. PRICE
8 .1 The price is as agreed between T Cards Direct and the Buyer from time to time. 8.2 T Cards Direct reserves the right to increase the price to recover any additional costs arising in the following circumstances: (a) where there is any fluctuation in exchange rates affecting the Goods or any aspect of their manufacture, any increase in the cost to T Cards Direct of materials, importation, manufacture, processing, p ackaging, fuel, insurance, carriage or transportation of the Goods or any part thereof; (b) where the Buyer has requested any variation or modification to quantity or specification of the Goods or has requested a particular delivery date; and (c) where the delivery of the goods is suspended, varied or otherwise delayed by reason of an act or omission on the part of the Buyer, including (without limitation) where the Buyer; ( i) varies any order; or (ii) fails to provide T Cards Direct with sufficient information or specifications to manufacture or deliver the Goods. 8.3 The Price and all other sums due under the Agreement are exclusive of value added tax (or any successor tax) which will be added and shall be payable to T Cards Direct in accordance with the law a gainst receipt of an appropriate invoice. 8.4 In the event of expedited delivery being agreed by T Cards Direct and the Buyer and necessitating overtime or any other additional cost then T Cards Direct may increase the Price by the amount so agreed . 9. PAYMENT 9.1 Payment is due in full (without any right to set-off, deduction or withholding whatsoever) not later than 30 days after the month end of the invoicing date. Time for payment shall be of the essence of the A greement. 9 .2 Interest shall be payable by the Buyer on any money which is not paid by it to T Cards Direct by the due date for its payment. Such interest shall accrue and be calculated on a daily basis, both before and after judgement, at the rate of 3% above the base rate from time to time of Lloyd's Bank PLC, for the period from the due date for its payment until the date on which it is actually paid. It shall be c ompounded quarterly and payable on demand. 9.3 I f work is suspended at the request of or delayed through any default of the Buyer for a period of 30 days T Cards Direct will be entitled to reasonable payment by the Buyer for work carried out and materials ordered on behalf of the Buyer.

10. DELIVERY
10.1 All Goods which T Cards Direct is to deliver will be delivered to the Buyer's address, if known. In the absence of such address, delivery is deemed to take place at T Cards Direct's premises. 10.2 Delivery shall take place when the Goods are delivered to or on behalf of the Buyer as set out in Condition 10.1. T Cards Direct shall use its reasonable endeavours to meet any estimated or requested dates for delivery but shall not be liable in any way for any failure to meet any such date. The time of delivery shall not be of the essence of the Agreement. 10.3 In the event of the Buyer not accepting delivery of the Goods, T Cards Direct shall be free to store the Goods at the risk and expense of the Buyer and/or to re-sell any of them without prejudice to T Cards Direct rights and remedies against the Buyer.

11. EXAMINATION AND CLAIMS
11.1 The Buyer shall upon delivery examine the Goods and shall promptly notify T Cards Direct of any damage, defect or shortage reasonably apparent to the Buyer on reasonable examination of the Goods. T Cards Direct shall repair or replace free of charge any of the Goods lost or damaged in transit or not delivered in accordance with the Agreement provided that the Buyer shall give T Cards Direct written notice of any loss, damage or non delivery (together with full details of the loss, damage or non-delivery) no later than 14 days after the time at which the Goods are delivered. 11.2 The Buyer shall notify T Cards Direct if all the Goods are not delivered within 48 hours of the expected date of delivery notified to the Buyer by T Cards Direct and shall make any claim in respect of delay of the Goods within 14 days of such date. 11.3 All claims and notifications pursuant to this Condition 11 must be made to T Cards Direct by the Buyer in writing within the relevant period set out above, giving full details of any alleged loss, damage, defect, shortage or delay. T Cards Direct shall not be obliged to consider any claim not made in accordance with this condition. 11.4 In all cases where complaint of damage, defect or shortages are made, the Buyer must afford T Cards Direct a reasonable opportunity to inspect the Goods before any use is made of them or any alteration or modification is made to them by the Buyer.

12. TITLE AND RISK
12.1 Legal and beneficial title in the Goods shall remain in T Cards Direct until payment in full has been received by T Cards Direct for all sums due to T Cards Direct by the Buyer under all contracts between them. Until such time the Buyer shall hold the Goods as T Cards Direct's fiduciary agent and bailee and T Cards Direct may require return of the Goods. 12.2 Notwithstanding the above, risk in the Goods shall pass to the Buyer at the time of delivery of the Goods. 12.3 Until title passes to the Buyer, the Buyer shall keep the Goods in a good and readily saleable condition and shall store the Goods so that they are clearly shown to be and identifiable as the property of T Cards Direct. 12.4 Without prejudice to the Buyer's continuing fiduciary obligations to T Cards Direct as agent and bailee of the Goods, the Buyer shall be entitled to sell the Goods and pass title in the same to third parties in the normal course of its business before payment in full as set out in Condition 12.1 has been received until any agreed credit period has expired, until otherwise notified by T Cards Direct in writing or until the happening of any event set out in Condition 19.1 entitling T Cards Direct to terminate the Agreement. Until such time: (a) any sale is, as between T Cards Direct and the Buyer, made as T Cards Direct's fiduciary agent and bailee but the Buyer acts as principal (and not T Cards Direct's agent) with any third party and cannot commit T Cards Direct in any way; (b) the Buyer shall on written request from T Cards Direct forthwith assign or pass to T Cards Direct the benefit of all claims arising out of any re-sale. So long as the Agreement subsists, the Buyer shall be entitled to retain any excess in such account over the amount due from the Buyer to T Cards Direct under all contracts between them; (c) T Cards Direct may repossess the Goods and the Buyer (without prejudice to its continuing fiduciary obligations) grants T Cards Direct an irrevocable licence to enter on or into any land, buildings or vehicles where the Goods or any part of them are situated (or are reasonably thought to be situated) to repossess them. The Buyer agrees to pay all costs of repossession; 12.5 The Buyer shall forthwith notify T Cards Direct of the whereabouts of the Goods if T Cards Direct notifies the Buyer that it is in breach of any of the terms of the Agreement or that it considers for any reasonable cause that the goods are in jeopardy or on the happening of any event set out in Condition 19 entitling T Cards Direct to terminate the Agreement. 12.6 Immediately on expiry of any agreed credit period or on receipt of notice from T Cards Direct pursuant to Condition 1 2. 5 or on the happening of any event set out in Condition 1 9.1: (a) the Buyer's authority to sell and possess the Goods shall automatically (and without any requirement for notice or any other act) end; (b) all proceeds of the sale of the Goods made by the Buyer prior to such time to the extent of the amounts due from the Buyer to T Cards Direct under all contracts between T Cards Direct and the Buyer shall be paid to T Cards Direct, and (c) all the Goods which are the property of T Cards Direct shall be immediately delivered to T Cards Direct and may be repossessed by T Cards Direct. Even if the Goods have been fixed to land or buildings, T Cards Direct shall have the right to enter on or into such land or buildings to take possession of the Goods and the title of T Cards Direct in the Goods shall in no way be affected by any stipulation or rule of law that the Goods have become part of the land. 1 2.7 T Cards Direct may by serving written notice to this effect on the Buyer, waive all or any of its rights under this Condition and pass legal and beneficial title on the Goods to the Buyer.

1 3. WARRANTY
If the Goods are in such state as would but for this Condition entitle the Buyer to repudiate the Agreement and/or claim damages from T Cards Direct, T Cards Direct reserves the right to repair or replace the Goods.

1 4. EXCLUSIONS AND LlMlTATlONS OF LIABILITY
14.1 All warranties, representations, guarantees, conditions and terms, other than those expressly set out in the Agreement whether express or implied by statute, common law, trade usage or otherwise and w hether written or oral are hereby expressly excluded to the fullest extent permissible by law.
14.2 T Cards Direct's maximum aggregate liability under, arising from or in connection with the Agreement shall be limited to a sum equivalent to the Price (exclusive of value added tax or any successor tax) of the Goods.
1 4.3 T Cards Direct shall not be liable for any claim, whether arising in contract, tort (including negligence) or otherwise, for consequential, economic, special or other indirect loss including without limitation losses calculated by reference to profits, contracts, goodwill, income, production or accruals.
14.4 The Buyer accepts that the limitations and exclusions set out in the Agreement are reasonable having regard to all the circumstances including, without limitation, the Price.
14.5 Notwithstanding anything to the contrary in the Agreement, nothing in the Agreement shall exclude, restrict or limit T Cards Direct's liability for death or personal injury resulting from T Cards Direct's negligence nor affect the Buyer's statutory rights.
1 4.6 All goods supplied but not manufactured by T Cards Direct are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of T Cards Direct in respect thereof shall be to give the Buyer such benefits as T Cards Direct shall receive under any contract which T Cards Direct has with such manufacturer. In the event of any failure by the manufacturer for whatever reason to meet such liability which may arise by reason of any defect in such goods T Cards Direct shall be under no liability to the Buyer in respect of such defect.

15. INTELLECTUAL PROPERTY RIGHTS
T he Buyer shall indemnify T Cards Direct at all times (both before and after the supply of the Goods) against all claims, proceedings, actions, liabilities, losses, costs (including legal costs), expenses, penalties and damages of whatsoever nature brought against, suffered or incurred by T Cards Direct relating to any infringement or alleged infringement of any intellectual property right, including without l imitation any copyright, moral rights, patent, registered design, design right, trade mark, service mark or know-how or other confidential information arising out of T Cards Direct's manufacture of, or c arrying out any other work in relation to, the Goods in accordance with any instruction, specification, design, drawing or other data supplied by or on behalf of the Buyer or the supply of such Goods to the Buyer.

16. DUTY OF CARE OF THE BUYER
T he Buyer shall be responsible for all health, safety and other requirements in connection with the delivery, use or storage of the Goods and shall comply with all relevant statutory provisions or other r egulations relating to the Goods for the period after risk in the Goods has passed to the Buyer pursuant to Condition 12.2. 17. NO WARRANTY ON CORRESPONDENCE WITH SAMPLE N o warranty, representation or guarantee is given that the Goods when supplied will correspond exactly to the description or sample and the use of any description or sample shall not constitute the contract a sale by description and/or sample. 18. TRADE AND SERVICE MARKS T he Buyer shall ensure that any trade or service marks of T Cards Direct or other words or marks affixed to or used in relation to the Goods are not obliterated, obscured or omitted without T Cards Direct's prior written consent. The Buyer shall not add, affix or use any additional words or marks to or in relation to the Goods without T Cards Direct's prior written consent. The Buyer shall not process or alter the G oods without T Cards Direct's prior written consent to the continued use on or in relation to the Goods of any trade or service marks of T Cards Direct or any other words or marks affixed to or used in r elation to the Goods.

19. TERMINATION 1 9.1
T Cards Direct and the Buyer shall have the right (but without prejudice to any other rights or remedies that they may have in such event) to terminate the Agreement forthwith at any time on giving the other written notice in any of the following events: ( a if the other commits a material breach going to the root of any of the terms of the Agreement or is party to dishonest or fraudulent conduct in relation to the Agreement; or ( b) if the other commits any other breach of its obligations and fails to remedy such breach within 30 days after being given written notice to remedy such default; or (c) if the other becomes bankrupt, unable to pay its debts as they fall due, enters into any composition or arrangement with his or its creditors or, where the other is a company, if any resolution or petition t o wind up the company (other than for the purposes of an amalgamation or reconstruction without insolvency approved in writing by the other) or for the appointment of an administrator shall be passed o r presented or if an administrator or a receiver of the company's undertaking, property or assets or any part thereof shall be appointed; or (d) if the other shall sell all or substantially all of its undertaking, property or assets or if distress or execution shall be levied upon all or any part thereof; or (e) if T Cards Direct's premises, plant, machinery or equipment shall be so seriously damaged as to make it impracticable or uneconomic for the Goods to be manufactured.
19.2 In the event that the Seller terminates the Agreement at any time for any cause or the Buyer terminates the Agreement for any cause after the Seller has commenced manufacture of the Goods, the Buyer shall as liquidated damages reimburse the Seller forthwith after demand all costs and expenses incurred by the Seller in connection with the manufacture of the Goods up to the time of termination. 19.3 Each provision of the Agreement shall continue in full force and effect after the date of termination unless such provision has been fully performed on or before such date and termination, howsoever arising, shall be without prejudice to any Conditions which are to have effect after termination. In particular, but without limitation, the provision of Condition 12 and the indemnities set out in the Agreement shall survive the expiry or termination of the Agreement.
19.4 If the Buyer shall purport to terminate, cancel or suspend the whole or any part of this Agreement or any contract with T Cards Direct, T Cards Direct may by notice in writing to the Buyer elect to treat this Agreement or such contract as repudiated. On receipt of such notice the Buyer shall be liable forthwith to pay T Cards Direct by way of liquidated damages a sum equal to all costs and expenses incurred by T Cards Direct in connection with this Agreement or such other contract including an appropriate amount in respect of administration overheads, costs and loss of profit. T Cards Direct's estimate of the expenses incurred shall be final and binding on the parties. 19.5 lt is agreed that nothing in this Condition shall affect T Cards Direct's lien on the Goods nor T Cards Direct's rights of stoppage in transit and re-sale pursuant to Sections 38-48 Sale of Goods Act 1979, and in particular but without limitation the right to re-sell under Section 48(3) thereof. 20. FORCE MAJEURE T Cards Direct shall not be liable for any loss, damage or otherwise as a direct or indirect result of the failure to perform or delay in performing any of its obligations nor shall there be a breach of the Agreement as a result of the occurrence of any cause whatsoever beyond its control, including without limitation acts of God, fire, flood, storm, civil disturbance, explosion, power failure or reduction of p ower supplies, acts, orders or requirements of any government or regulatory body, lack or shortage of materials, inability to procure or delay in procuring equipment and materials from its normal suppliers, mechanical breakdown or strike, lock-out or labour dispute.

21. SUB-CONTRACTORS
T Cards Direct shall be entitled to sub-contract the performance of the whole or part of this Agreement without prior notice to or the consent of the Buyer. In any contract of which these Conditions form the basis T Cards Direct contracts for and on behalf of itself and its sub-contractors.

22. ENTIRE AGREEMENT
22.1 Each party acknowledges that in entering into the Agreement it places no reliance on any representation or warranty relating to the subject matter of the Agreement.
22.2 The Agreement represents the entire agreement between the parties in relation to the subject matter of the Agreement and supersedes any previous agreement, whether written or oral, between the parties in relation to that subject matter. Accordingly, all other terms, conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of the Agreement.

23. SEVERABILITY
If any part of any provision of the Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of the Agreement shall remain valid and enforceable.

24. AMENDMENTS, WAIVERS AND RIGHTS
24.1 No amendment or variation of the terms of the Agreement shall be effective unless it is made or confirmed in a written document signed by a duly authorised officer of T Cards Direct and the Buyer.
24.2 T Cards Direct shall be under no obligation to alter or vary any part of the Agreement or any work connected therewith. Any alteration or addition to or amendment or other variation of any specification or order (including without limitation any increase or decrease in quantity of the Goods or any alteration to any drawings or to the quality, performance, specification, weight or measurements of any of the Goods or any alteration or variation of advised delivery schedules) shall, if requested by the Buyer, be subject to the agreement of T Cards Direct, with such alteration or addition to the Price and to any delivery schedules as may be required by T Cards Direct and shall not be binding upon T Cards Direct unless and until accepted by T Cards Direct in writing.
24.3 No delay in exercising or non-exercise by either party of any of its rights under or in connection with the Agreement shall operate as waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

25. ASSIGNMENT
25.1 The Buyer may not assign any of its rights under the agreement without the prior written consent of T Cards Direct.
25.2 T Cards Direct may assign all or any of its rights and transfer all or any of its obligations under the Agreement without any requirement to notify or obtain the further consent of the Buyer.
25.3 Notwithstanding any confidentiality obligation imposed on T Cards Direct by law, T Cards Direct may disclose to any assignee or proposed assignee such information about the Buyer as T Cards Direct thinks fit and the Buyer hereby irrevocably waives all rights of confidentiality in respect of such disclosure.

26. LAW AND JURISDICTION
The Agreement shall be construed in accordance with English Law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with the Agreement.

27. NOTICES
All communications relating to the Agreement shall be in writing and delivered by hand or sent by post to the party concerned at the relevant address shown at the start of the Agreement (or other such address as may be notified from time to time in accordance with this condition by the relevant party to the other party). Any such communication shall take effect if delivered, upon delivery, if posted, upon delivery.

28. ARBITRATION
If at any time any question, dispute or difference whatsoever shall arise between the Buyer and T Cards Direct upon or in relation to or in connection with the Agreement, either party may give the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to arbitration by a person to be mutually agreed upon, or failing agreement, within 30 days after either party has given to the other a written request to concur in the appointment of an arbitrator, such person as is appointed on the request of either party by the President for the time being of the Law Society in England and Wales. A submission to arbitration under this Condition shall be deemed to be a submission pursuant to the Arbitration Act 1996. Any such arbitration shall be conducted on the basis of documents only and held in London, England.