1. DEFINITIONS

1.1. In these conditions the expression "the Seller" shall mean Direct Leisure Supplies Ltd and the expression "the Buyer" shall mean the person, company or firm who purchases Goods and the "Goods" means the Goods or materials which shall be the subject of the contract between the Seller and the Buyer together with the packaging for such Goods and these conditions shall apply to all contracts between the Seller and the Buyer except to the extent that any conditions are expressly modified or superseded in writing by the Seller.

2. INCORPORATION OF CONDITIONS OF SALE

2.1. These conditions are the only ones to which the contract for the sale or supply of the Goods (including without limitation any supply of Goods on a free of charge basis and any supply replacement Goods pursuant to paragraph 10.3) by the Seller to the Buyer is subject. Any other conditions proposed or stipulated by the Buyer in whatever form, written or oral, are hereby expressly waived and excluded. These conditions may not be varied except by the written consent of the duly authorised representative of the Seller. An acceptance of the Seller's quotation for the sale or supply of the Goods or delivery of the Goods implies an unconditional acceptance of these conditions.

3. PRICES

3.1. All quotations and price lists are based upon conditions prevailing at the date thereof and, unless a contract provides otherwise, the Seller reserves the right to vary its prices without notice at any time up to the date of delivery and all such variations shall be binding upon the Buyer. If variation in price occurs during the currency of an order, unless a contract provides otherwise, the price of the undespatched portion of the order outstanding at the date of such variation shall be adjusted accordingly.

3.2. The Seller shall apply a small order handling charge to any orders with a total value of less than £200. This applies to UK Mainland, Highlands and Islands charged at cost.

3.3. All prices quoted are exclusive of value added tax which shall be added as directed by UK tax legislation.

4. PAYMENT TERMS

4.1. Accounts are strictly NETT cash by the last day of the month following the date of delivery (unless agreed otherwise, in writing). The Buyer shall pay all remittances by cheque, BACS or such other method of payment as previously agreed in writing with the Seller. The Buyer shall accompany payment with the remittance advice.

4.2. Where the Buyer fails to pay any monies on the due date or does not comply with an obligation imposed upon the Buyer under these conditions or where the financial standing of the Buyer becomes unsatisfactory in the opinion of the Seller, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

4.3. The Seller reserves the right to charge interest at 4% above Barclay’s Bank minimum lending rate from time to time on the balance of any outstanding account if payment has not been made on or before the time specified for payment.

4.4. The Buyer shall make all payments due under the contract without deduction whether by way of set off, claim, counterclaim or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

4.5. A contract cannot be cancelled except by mutual consent and then only on terms which would fully indemnify the Seller.

5. DELIVERY

5.1. Subject to clause 5.2 below unless a date for delivery is specified the Goods shall be despatched as soon as ready.

5.2. In the case of a contract involving more than one delivery unless a contract provides otherwise, the whole of such deliveries shall be accepted within six months within the date of first delivery. In the event of any failure to accept any delivery, the Goods, the subject of that delivery, shall be immediately invoiced and the cost involved charged to the Buyer’s account the Goods being held at the Buyer’s risk and expense.

5.3. Any dates of delivery which may be given by the Seller are estimates only and will be adhered to as far as possible but the Seller shall not be liable for failure to deliver within the time estimated and in no circumstances will the Seller be responsible for any loss whatsoever including loss of profits, incidental expenses and their consequential loss attributable to delay in delivery nor shall any such delay constitute breach of contract. The Seller shall have no liability for any loss or damage howsoever arising from such delay in delivery.

5.4. The Buyer shall examine the Goods following delivery. Unless notice of any loss or damage in transit is given to the Buyer and received by the Seller within three (3) days after delivery, the Seller shall be relieved and discharged from all liability in respect thereof.

5.5. The Seller shall be entitled to deliver the Goods by instalments and to invoice the Buyer for each instalment. Each instalment will be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as a whole.

5.6. Subject to clauses 5.2 and 5.3 above each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not affect the contract as to the remaining deliveries.

6. RETURNS

6.1. If the Buyer, for any reason, wishes to return the goods they must notify the Seller within three (3) days of delivery. Under normal circumstances a replacement or refund will be given, subject to 6.2 below.

6.2. If the goods are not returned in the original sale condition or have been returned after an extended period of time, the Seller reserves the right to refuse to refund or to apply a reduction (normally 25%) to the value of any credit given.

7. CARRIAGE

7.1. Subject to clause 5.2 bulk delivery by the Seller’s own haulage by road to any one address in England, Wales or Scotland is included in the price.

7.2. The following carriage arrangements shall be charged at cost as an extra to the contract price.

8. LIABILITY

8.1. The Seller shall not in any circumstance be liable for any injury, loss of expense or damage arising out of or in connection with or incidental to the contract whether consequential or otherwise and whether to person or property and whether suffered by the Buyers or by any third party having a right of recourse or relief against the Buyer and in particular but without prejudice to the generality of the foregoing shall not be liable for any such injuries, loss expense or damage arising directly from the storage, installation or application or use of any Goods supplied by the Seller, and in all respects the Sellers’ liability shall be wholly and totally restricted only to the cost of replacing any Goods supplied subsequently found to be defective. The Seller shall only be liable to replace defective Goods provided such defect is notified to the Seller within three days of receipt by the Buyer of delivery of the Goods.

9. FORCE MAJEURE

9.1. Any contract may be cancelled or suspended in whole or part by the Seller without liability on the part of the Seller for any loss or damage arising directly or indirectly from such cancellation or suspension in consequence of any act of God, war, legislation, labour dispute, break down of machinery, lack or shortage of labour or materials affecting the Seller or the Sellers work, reduction or stoppage of output at the works of any makers of any Goods or materials required, inability to obtain more materials, equipment, fuel, power, components or transportation, inability to obtain a necessary import or export or other licences or consents of any governmental authority or any other cause or circumstance whatsoever which is beyond the Sellers control.

10. WARRANTIES

10.1. The Seller's charges to the Buyer are determined on the basis of the exclusions from and limitations of liability contained in these conditions. The Buyer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that otherwise the amount of damages awardable to the Buyer for a breach by the Seller of the contract may be disproportionately greater than the price of the Goods.

10.2. All conditions, guarantees or warranties including guarantees or warranties as to the quality of the work done or the efficiency of such work under any conditions whether known or made known to the Seller or otherwise and whether expressed or implied by statute are hereby excluded. In addition the Seller gives no guarantee or warranty expressed or implied by statute or common law in respect of the Goods sold to the Buyer and in particular gives no such guarantee or warranty as to the suitability of such Goods for any particular purpose even if that purpose is known to the Seller or as to their merchantable quality.

10.3. If any of the Goods shall be found to be defective and such defects are reported by the Buyer in writing to the Seller in the case of apparent defects within three (3) days of delivery and in the case of latent defects within thirty (30) days of the date on which those defects could reasonably have first been identified, the Seller shall, at its option, either rectify or replace the defective part of the Goods at the place of delivery and in the condition originally specified or credit the Buyer with a corresponding proportion of the original invoice price but shall not be under any other liability in respect of either the original or any replacement Goods.

10.4. The Seller shall be under no liability in respect of alleged defective Goods unless:

10.5. The Buyer gives to the Seller written notice and details of the defect within the period mentioned in

10.6. Save as described in paragraph 10.1, all descriptions and other particulars supplied by the Seller in catalogues, price lists or other documents issued by the Seller or statements made orally are given for general information purposes only.

10.7. The Buyer acknowledges that it is relying on its own expertise and knowledge and not that of the Seller in entering into the contract and the Buyer is solely responsible for satisfying himself as to the suitability of the Goods for any particular purpose and relies solely on his own skill and judgement and not the Seller's skill and judgement in determining such suitability.

10.8. The Buyer acknowledges that in entering into the contract it has not relied upon any other representations other than those reduced to writing in the contract.

10.9. The Seller shall not be liable to the Buyer for any pure economic loss, loss of profits, loss of business, loss of reputation, depletion of brand value, depletion of goodwill, consequential loss and like loss whether arising directly or indirectly.

10.10. The Buyer shall only be entitled to bring a claim against the Seller where the Buyer issues legal proceedings against the Seller within the period of twenty four (24) months commencing on the date upon which the Buyer ought reasonably to have known of its entitlement to bring such a claim.

11. BUYERS PROPERTY

11.1. Where Goods are supplied to the Seller to be manufactured, processed or packaged by the Seller, the property in those Goods shall remain with the Buyer and will be held at the Buyers risk. Every care will be taken by the Seller in respect thereof but no responsibility will be accepted for imperfect work or damage to those Goods caused by any reason whatsoever.

12. PASSING OF PROPERTY

12.1. The ownership and property in and Goods delivered by the Seller to the Buyer shall remain in the Seller until the Seller has received cleared funds from the Buyer payment in full of all sums due and interest thereon on any account.

12.2. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, but shall be entitled to resell or use the Goods in the ordinary course of its business. The Buyer shall account to the Seller for the proceeds of the sale of the Goods.

12.3. If the Buyer;

12.4. The Buyer shall ensure that, in the event of any resale of the Goods in accordance with sub-paragraph 12.2, the contract of sale between the Buyer and his purchaser shall contain a retention of ownership clause which will have the same effect for the Buyer as paragraph 12 of these conditions has for the Seller.

12.5. The Seller may at any time recover and dispose of any Goods in which the Seller has retained the property under sub-paragraph 12.1 and for this purpose has the Buyer's consent to enter any premises in which the Goods may be lying.

12.6. The Buyer agrees to store or move all Goods that are the property of the Seller in such a way that they are readily identifiable as such, to insure the same for their full value and to make a note in its accounting records that the Goods are the property of the Seller.

12.7. Notwithstanding the provisions in sub-paragraph 12.1, the Goods shall be at the risk of the Buyer from the time when they are delivered in accordance with paragraphs 5.1- 5.6.

12.8. Where the property in the Goods has not passed, the Seller may nevertheless maintain an action against the Buyer for the Purchase price and all other monies owing to the Seller in relation to the Goods notwithstanding Section 49 of the Sale of Goods Act 1979.

12.9. Where at any time prior to the property in the Goods passing to the Buyer, the Seller exercises or attempts to exercise its rights to recover and dispose of the Goods, the Buyer shall be liable to reimburse the Seller for all costs associated with and ancillary to any such recovery and repossession including without limitation the legal and other cost of collection, the cost of re-examining the Goods to determine their suitability for onward sale to a third party, the cost of storage of those Goods pending onward sale and any reduction in the value of the Goods.

12.10. No warranty or representation is given by the Seller that the Goods do not infringe any patents, trade marks, registered designs, design rights or other industrial or intellectual property rights.

13. TOOLS

13.1. Where the agreement includes the design, manufacture and development of custom tooling together with any concomitant consultation by the Company, all aspects of this process are deemed to be part of The Product and subject to the Terms and Conditions of Sale including the passing of the Property clause above. Where the Purchaser has not been debited with and has not paid the full cost of the Tool, then the Tool remains the property of the Company. The Purchaser shall be liable for routine maintenance and repair costs of Custom Tooling. Any tool not used for a period of time of more than one year may have storage costs charged at the then current annual rate. The Company also reserves the right to destroy tooling held for a period of over three years without use, on giving three months notice by recorded delivery to the address of the Purchaser as given in the Agreement.

14. GENERAL

14.1. Any notice to be given under these conditions shall be in writing.

14.2. No failure or delay by the Seller in exercising any of its rights under the contract shall operate as a waiver of that or any other right under the contract.

14.3. The Buyer may not assign any of its rights or obligations under the contract.

14.4. The parties to the contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of third Parties) Act 1999 by any person not a party to it.

14.5. If any of these conditions shall become or shall be declared by any court of competent jurisdiction to be illegal, invalid or unenforceable in any way, such provision shall be ineffective without, as far as possible, modifying any other clause or part of this Agreement and shall not affect any other provisions of this Agreement which shall remain in full force and effect.

14.6. The paragraph headings are for convenience only and shall not affect the interpretation or construction of the contract.

15. LAW

These conditions and all other expressed terms of the contract between the Seller and the Buyer shall be governed and construed in accordance with the laws of England and the Buyer and the Seller will submit to the jurisdiction of the High Court of Justice in England.