GENERAL CONDITIONS OF SALE

1 DEFINITIONS AND INTERPRETATION

1.1

In these conditions: Contract “means the contract for the sale and purchase of the products and/or the provision of service (in which these conditions apply); the “Customer” means the

person firm or company detailed overleaf; 53˚ Design Ltd. shall hereafter be referred to as “The Company “Products” means the products (including any instalment of the Products or

any parts for them) which The Company is to supply and/or deliver pursuant to or in connection with the Customer’s purchase order and the Contract; “Service” means the service if any which The Company is to perform pursuant to or in connection with the Customer’s order and the Contract.

1.2

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3

The headings in these conditions are for convenience only and shall not affect their interpretation.

2 ACCEPTANCE AND AMENDMENT

2.1

These General Conditions shall (unless or except to the extent that a duly authorised representative of The Company otherwise agrees in writing) apply to all tenders. Offers, quotations, acceptances, agreements and deliveries relating to the sale of the Products and/orthe provision of Service and the Customer shall be deemed to assent thereto.

2.2

Each order is subject to these General Conditions of Sale (insofar as not inconsistent with any special terms agreed between The Company and the Customer) to which the Customer shall be deemed to assent.

2.3

No other conditions or modifications of these Conditions shall be binding on The Company unless a duly authorised representative of The Company agrees thereto in writing and The Company shall not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any purchase order or other communication from the Customer.

3

3.1

Any advice or recommendation given by The Company or its employees or agents to the Customer or its employees or agents as to the use or care of the Products which is not confirmed in writing by The Company is followed or acted upon entirely at the Customer’s own risk and accordingly

The Company shall not be liable for any such advice or recommendation which is not so confirmed.

3.2

An descriptions, specifications, ink colours and sizes quoted or submitted by The Company or included in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by The Company are to be deemed approximate only and shall not form part of the Contract {other than as approximations).

3.3

Any typographical, clerical or other error or omission in any sales literature, quotation, price list,

acknowledgement of order, invoice or other document or information issued by The Company shalt be subject to correction without any liability on the part of The Company.

3.4

The Company may submit proofs of the Products to the Customer for approval. If the Customer does not correct any errors in such proofs within the time required by The Company such proofs shall be deemed to be accurate, free of any typographical or other error or omission and in accordance with the specification required by the Customer and accordingly The Company shall have no liability in respect thereof.

3.5

The Company may reject any materials supplied or specified by the Customer which in its opinion are unsuitable.

3.6

Where the Customer supplies or specifies materials . The Company will not be liable for any defect or error in the Products caused by defects in or unsuitability of materials so supplied or specified.

3.7

The company reserves the right to make any changes to the Products which are required to conform to any applicable statutory or EC requirements and which do not materially affect the Product quality.

4 ORDERS

4.1

No order which has been accepted by The Company may be cancelled by the Customer except

with the agreement in writing of The Company and on terms that the Customer shall indemnify The Company 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 The Company as a result of cancellation.

5 PRICES

5.1

Unless otherwise agreed in writing or stated on The Company’s quotation or acknowledgement of order the price payable by the Customer shall be The Company’s list price ruling at date of delivery of the Products or completion of the Service.

5.2

All prices quoted are valid for 30 days only after which time they may be altered by The Company

without giving notice to the Customer to reflect increases in costs to The Company (including, without limitation, costs of materials, labour, transport and services and any tax duty or charge imposed by any government or other authority).

5.3 Where applicable, after an order has become binding on The Company, all prices will have VAT added

at the appropriate rate.

5.4

Unless otherwise agreed in writing packaging and delivery to the address of the Customer set out overleaf

are not normally included in the price. If delivery is to take place at an address other than that specified

overleaf The Company may, at its discretion, charge the Customer with any extra cost incurred in making such

delivery.

5.5

If the Customer requires delivery of the Products or provision of the Service to be expedited or notifies The

Company of any special requirements regarding delivery of the Products or provision of the Service The

Company may charge the Customer an additional sum to cover additional costs incurred including (without

limitation) overtime.

6 PAYMENT

6.1

Unless otherwise agreed in writing or stated on The Company’s invoice invoices are due for payment by the

Customer 30 days after the date of invoice. The time of payment shall be of the essence of the Contract.

6.2 The Company reserves the right at any time before proceeding or proceeding further with an order to

demand full or partial payment of moneys then due and payable under the Contract and/or under any other

contract between The Company and the Customer.

6.3 If the production or delivery of the Products or the provision of the Service is suspended at the request of

7.7

If the Customer has any special requirements regarding delivery {including without limitation in relation

to the quantity of products per unit delivered, place of delivery or method of delivery ) the Customer shall

request this in writing at time of ordering .

8 CUSTOMER’ OBLIGATIONS AND CLAIMS ON DELIVERY

8.1

Where Products are to be delivered to the Customer or the Customer’s agent the Customers will:

(a) examine Products carefully within 2 days of taking delivery; .

(b) notify The Company {and any carrier for The Company) in writing within 7 days of taking delivery of any error in quantity or description of Products delivered or that they were mixed with others not included in the Contract or of any damage to Products revealed by such examination and not caused since delivery was taken.

8.2

Failure to make any notification in accordance with paragraph 8.1 (b) above which examination under 8.1 (a) above should have enabled the Customer to make shall constitute a waiver by the Customer of all claims based on or relating to facts which such examination should have revealed.

9 RISK

9.1 Risk of damage to or loss of the Products shall pass to the Customer:

(a) in the case of Products to be delivered at The Company’s premises, at the time when The Company notifies the Customer that the Products are available for collection; or

(b) in the case of Products to be delivered otherwise than at The Company’s premises, at the time of delivery (except where the Products are sold fob) or, if the Customer wrongfully fails to take delivery of the Products, the time when The Company has tendered delivery of the Products. Delivery to a carrier or to any other person, firm or company on the Customer’s behalf shall for the purposes of the clause constitute delivery to the Customer.

9.2

Where Products are sold f o b all risks of damage or loss in transit shall pass to the Customer when the Products are placed on board ship and The Company shall be under no obligation to give the customer the notice specified in section 32(3) Sale of Goods Act 1979.

10 TITLE TO PRODUCTS

10.1

Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the property in the Products shall not pass to the Customer until The Company has received in cash or cleared funds payment in full of the price of the Products and all other goods agreed to be sold and/or Services to be provided by The Company to the Customer for which payment is then due, together with any interest or other sums payable under the relevant contracts relating to the same.

10.2

Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as The Company’s fiduciary agent and bailee and shall keep the Products separate from those of the Customer and third parties and properly stored, protected, insured and identified as The Company’s property but the Customer shall be entitled to resell or use the Products in the ordinary course of its business.

10.3

Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) The Company shall be entitled at any time to require the Customer to deliver up the Products to The Company and, if the Customer fails to do so, forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

10.4

The Customer shall not pledge or charge or attempt to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of The Company, but if the Customer does so all moneys owing by the Customer to The Company shalt (without prejudice to any other right or remedy of The Company) forthwith become due and payable.

11 WARRANTIES AND LIABILITY

11.1

Subject as expressly provided in these Conditions and except where the Products are sold to a person dealing as a Consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

11.2

Where any valid claim in respect of any Products or Service or part(s) thereof based on any defect in the quality of the Service or condition of the Products or part(s) thereof or the failure to meet specification is notified to The Company in accordance with these conditions, The Company shall be entitled to replace the Products or rectify any defects (or the part(s) in question) free of charge or, at The Company’s sole discretion, refund to the Customer the price of the Products or Service (or a proportionate part of the price) but The Company shall have no further liability to the Customer.

11.3

Except in respect of death or personal injury caused by The Company’s negligence, The Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of The Company, its employees or agents or otherwise) which arise out of or in connection with the provision of the Service or the supply or delivery of the Products or their use or resale by the Customer, except as expressly provided in these Conditions.

12 COPYRIGHT . INTELLECTUAL PROPERTY RIGHTS AND RELATED MATTERS

12.1

The Company need not produce or deliver any Products which in its sole opinion are or may be obscene or otherwise illegal or libellous or which may infringe any patent rights, unregistered or registered design rights, copyright, trademarks or other intellectual property rights of another. The Company shall be entitled to refuse to carry out any work which contravenes the Data Protection Act.

12.2

The Customer shall indemnify The Company against all actions costs (including cost of defending legal proceedings) claims proceedings and demands in respect of Products which are obscene or otherwise illegal or libellous or in respect of any infringement or alleged infringement by The Company of patent rights, unregistered -or registered design rights, copyright, trademarks or other industrial rights attributable to The Company complying with any special instructions from or requirements of the Customer relating to the Products.

12.3

Any film screens, drawings, artwork, designs or other materials prepared by The . Company {unless provided by the Customer or otherwise agreed by The Company) In the production of the Products and all copyright, design rights and other intellectual property rights therein are the exclusive property of The Company.

12.4

In the event that any film screens, drawings, artwork, designs or other materials are created by The Company as a result of a proposal by The Company to the Customer that is not accepted or a commission from the Customer that is subsequently cancelled, then the Customer shall have no licence to use any copyright, design right or other intellectual property right in any such material.

12.5

The license granted by The Company to the Customer to all copyright, design right and other intellectual property rights in the Products shall be for the sole express purpose for which the Products were supplied, and the Customer shall have no license for any other use without the express written consent of The Company.

13 CUSTOMER’S PROPERTY

13.1

The Company will take reasonable care of any property of the Customer left with it for the purpose of the Contract but all property supplied to The Company by or on behalf of the Customer will remain at the risk of the Customer.

13.2

The Company may make a reasonable charge for storage of any property of the Customer left with The Company before the Customer’s order is accepted by The Company and after the Customer has been notified that the Products are ready to be collected (if the Products are to be collected) or that the Products are ready to be delivered (if the Products are to be delivered).

14 INSOLVENCY OF THE CUSTOMER

14.1 This Condition applies if:

(a) the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes a subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or a winding up

petition is presented against it; or

(b) an encumbrancer takes possessor or a receiver or administrative receiver is appointed, or any of the property or assets of the Customer; or

(c) the Customer ceases, or threatens to cease, to carry on business; or

(d) the Customer is unable to pay its debts as they fall due (as defined in the Insolvency Act ) or

(e) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

14.2

If this Condition applies then, without prejudice to any other right or remedy available to The Company, The Company shall be entitled to suspend work, delay or withhold delivery of the Products or performance of the Service under or cancel the Contract without incurring any liability to the Customer (in which event The Company may charge for work already carried out for the Customer and materials purchased for such Customer which charge shall be immediately payable to The Company) and if the Products have been delivered or the Service performed (whether in whole or in part) but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15 FORCE MAJEURE

15.1

The company shall not be liable to the Customer or be deemed to be in breach of Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations under the Contract, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality

of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

1. Act of God, explosion, flood, tempest, fire or accident;

2. War or threat of war, sabotage, insurrection, Civil disturbance or requisition;

3. Acts, restrictions. Regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

4. Import or export regulations or embargoes;

5. Strikes. lock-outs or other industrial actions or trade disputes (whether involving employees of the

Seller or of a third party);

6. Difficulties in obtaining raw materials. Labour fuel. parts or machinery:

7. Power failure or breakdown in machinery.

16 TRIAL GOODS

16.1

Any Products rejected by the Customer or by The Company shall remain the property of The Company who may dispose of the same in any way in which The Company thinks fit.

16.2

The Company may reproduce any design of the Customer in its own publicity material including (without limitation) brochures, catalogues and advertising material.

17 NOTICES

17.1

Any notice given hereunder must be in writing and may be effected by personal delivery, telex, facsimile transmission or by registered mail postage and (subject, in each case, to proof that such notice was properly addressed and despatched} if effected by telex or facsimile transmission shall be deemed to be received on the day of sending and if effected by post shall be deemed to be received 48 hours after the date of posting.

18 NO ASSIGNMENT

18.1

The Contract shall be personal to the Customer and shall not nor shall any rights under it be assigned by the Customer without the written consent of The Company.

19 NO WAIVER

19.1

No waiver by The Company of any breach of the Contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

20 GOVERNING LAW

20.1

The Contract (and these Conditions) shall be governed by and construed in accordance with the laws of Rep of Ireland and the parties hereby submit to the nonexclusive jurisdiction of the Irish courts in relation to any dispute arising out of the Contract and/or these Conditions.

21 INVALIDITY

21.1

If any provision of the Contract (or 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 the Contract (or of these Conditions) and the remainder of the provision in question shall not be affected thereby.