TERMS AND CONDITIONS FOR SALE

1. INTERPRETATION
In these conditions of sale except where the context otherwise requires-”The Company” shall mean Ultra Play Ltd, the buyer shall mean any person who contracts with the Company on behalf of or as agent for another, shall be deemed to include all those persons; “Goods” shall mean any goods supplied by the Company including any materials supplied with such goods as packaging or rubber cladding. The enforceability of any conditions shall not affect enforceability of the remainder.

2. ESSENCE OF CONTRACT & CANCELLATION OR VARIATION OF CONDITIONS.
(a) Contracts are made and orders are accepted only upon and subject to these terms of sale. All other conditions are here by excluded unless expressly accepted in writing by the Company and signed by a Director. No other employee or agent of the Company has authority to make any representations inconsistent with the conditions or enter into a contract except on the basis of them.
(b) Unless other wise expressly agreed in writing by the company these conditions shall override any terms or conditions stipulated, incorporated or referred to, by the Buyer in his order, negotiations or conditions of sale.

3. QUOTATIONS
(a) All tenders or quotations by the Company are valid for a period of three months from the date thereof but the Company reserves the right to withdraw the tender or quotation within seven days of the foresaid date of Quotation.
(b) No quotation or tender by the Company nor the publication by the company of any other document shall place the Company under any duty or liability whilst all care will be taken to preserve any such tender, quotations or any such documents as aforesaid accuracy is therefore not guaranteed and shall not form part of the Sale Contract between the Company and the Buyer, nor be deemed to be a representation including the Buyer to enter into or finalise the Sales Contract.

4. PRICE.
Orders are accepted on the basis that Goods supplied will be charged at prices ruled at date of despatch. Firm price quotations will only be valid for a period of three calendar months from the date of quotation. The Company may at its absolute discretion accept or reject any order placed by the Buyer. The Company reserves the right to correct any clerical or typographical errors made by the employees at any time. All prices quoted are exclusive of Value Added Tax, which will be charged, where appropriate, at the rate applicable on the date of despatch.

5. AVAILABILITY.
The Company shall be under no liability for not supplying Goods ordered if supplies of such Goods are not available to the Company, and will not be liable for any costs that might be incurred through non-availability or increase in cost of raw materials.

6. MEASUREMENTS AND SPECIFICATIONS.
(a) Goods are warranted to accord with the normal limit of industrial quality and all specifications, weights and measurements are subject to small variations and normal manufacturing tolerances. Goods delivered may show slight variations in substance, performance, colour, shade or dimension, and quotations are given on the understanding that any unavoidable degree of variation will be accepted.
(b) All other warranties or conditions as the quality, description or fitness for a particular purpose expressed or implemented are excepted except those conditions or warranties which are necessarily implied by statute in the case of consumer sales.
(c) Where the measurements of the Goods have been provided by The Buyer those measurements will be used as the completed Good measurements. If the products arrive on site, to the Buyers premises or in the event that the Goods have started to be produced and the measurements have to be changed or there are any variance to the final product measurements any such alterations and costs there of will be born by the Buyer.
(d) In the event that there are preferred build methods such build methods must be indicated at the point of order and instructions of such build method must be sent in writing or via e-mail.

7. NON-ACCOUNT HOLDING BUYERS.
Payment must be made at the point of sale or prior to despatch which ever is agreed at the point of sale.

8. CREDIT ACCOUNT FACILITIES.
Monthly facilities may be offered subject to the Company’s approval of the account. One-bank and two approved trade references are required. Orders will not be processed until such time as satisfactory financial status has been established.

9. PAYMENT OF ACCOUNTS.
Trade Customer Sales: Where a credit facility has been granted, payment must be made and received prior to the 30 day allotment period. Accounts are subject to service compliance. In the event where an account is not serviced adequately that credit facility may at the discretion of the Company be cancelled immediately with out prior notice to the Buyer. In all cases, Value Added Tax shall be added to all invoices raised. Further Goods may not be supplied if accounts remain unpaid on the 7th day following the payment due date. Disputed items on an invoice shall not prejudice settlements of the remainder.

10. OVERDUE ACCOUNTS.
From and after the date on which payment becomes due, the Company shall be entitled to charge and recover interest from the Buyer on the price of the Goods, calculated at a rate of 6% above Barclays Bank Limited Base Rate per annum from the date upon which payment is due until date of payment. Legal and Collection expenses incurred by the collection of debts by the Company are payable by the defaulting Buyer.

11. EXPORT SALES.
(a) In the case of Export Sales not withstanding anything herein to the contrary, the company shall perform and discharge its duties by presenting the shipping documents, i.e. the invoice and Bill of Lading or Delivery Order to the Buyers. Where the contract of sale is on CIF or C and F terms, the Bill of Lading shall be freight prepaid and in the case of the CIF contract the certificate of insurance shall be deemed to be the shipping documents.
(b) Notwithstanding the terms in clause 4 in the Export Sale the contract price will be paid against presentation of the shipping documents by such methods is provided then by irrevocably letter of credit
(c) Clause 4 (except in relation to interest) and 7.1 herein shall have no application to Export Sales.
(d) In the Case of Export Sales the Buyer hereby warrants that if an Import Licence or permit is required for the importation of the goods into the country of destination then such Import Licences or Permit have been obtained or will be obtained prior to shipment.

12. RISKS AND TITLE OF GOODS.
(a) The risk of the goods passes to the Buyer upon delivery but property of the goods vested in the Company and shall only pass from the Company to the Buyer upon the full payment being made by the Buyer of all sums due on what so ever accounts or grounds to the Company from the Buyer. In the event of the goods being sold by the Buyer in such manner as to pass to a third party a valid title of goods, whilst any such sums are as aforesaid, the Buyer shall be the trustee for the Company of the process of such sale or to the claim for proceeds and the buyer shall such proceed in a separate bank account. The Company’s rights under this sub-clause (a) shall attach to the proceeds of such sale. Nothing herein shall constitute the Buyer the agent of the Company for the sub-sale of any such sub-sale.
(b) The Buyer agrees that prior to full payment as aforesaid the Company may at any time repossess the goods and enter upon the Buyer’s premises and remove the goods there from and dispose of the same in any manner it may decide and that point or prior to such payment the Company shall keep such goods as fiduciary agent and bailer and separate identifiable for the purpose.
(c) In the event of the goods becoming constituents of or being converted into other products whilst sums are due as provided in sub-clauses (a) hereof the Company shall have the ownership of and title to such other products (but not by way of a charge as if there were the goods and accordingly this Clause 10 shall far as appropriate apply to such other products subject to the Buyer’s right to the surplus of any monies realised by the said products in excess of those due to the Company as provided therein.
(d) Any implied authority that Buyers shall be entitled to sell the Goods and pass property in the same to third parties in the normal course of its business or manufacture products out of the same or sell such products will continue until the happenings of any of the following events: -
(i) Any notice to the Buyer that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its understanding or a material part thereof or other property or assets.
(ii) Any notice to the Buyer that a petition to wind up the Buyer is to be or has been presented to the Buyer Under Section 518 of the Company’s Act 1985 or otherwise or any notice to the Buyer or a proposed to pass a Resolution to wind up the Buyer (including any proposal by the Buyer so to do.)
(iii) A decision by the Buyer to make a voluntary arrangement or composition with its creditors or any notice to the Buyer and/or any of its credit or that for the same is to be or has been made.
(iv) The Buyer becoming unable to pay its debts as such expression is defined by the Insolvency Act 1986.
(v) Any notice to the Buyer that it is to be the subject of a petition for an Administration Order presented to the Courts of the making of an Administrative Order in Respect of the Buyer and upon the happening of any such events the Buyer shall immediately notify a Director or other authorised officer of the Company.
(vi) On receipt of written notice from the Company or on the happening of any of the events set out in sub-clauses (d) above the Buyer’s implied authority to sell the Company’s goods shall be immediately withdrawn and all such goods made there from shall immediately be delivered to the Company.

13. RETURNS.
No Goods once despatched shall be returned to the company unless in good condition and in a resalable un-used condition and adequately packaged, Goods specially ordered, or, cut to order, cannot be returned and will not be accepted as a returnable item.

14. NOTIFICATIONS OF LOSS, DAMAGE OR SHORTAGES.
(a) The Company shall not be liable for the supply of damaged Goods or the loss or non-delivery of the whole or any part of the consignment of Goods unless the Company receives notification in writing of the damage, loss or non-delivery within forty-eight hours of the date of supply.
(b) The Buyer must inspect all Goods at the time of delivery, to ensure that the Goods are as ordered, suitable for the purpose required and in good condition.
(c) On discovery of any defects in the Goods the Buyer shall immediately give written notice to the Company and ensure the company has time to investigate fully the complaint before the remainder of the consignment is used or returned, and the Company will not be held liable until the procedure is carried out.
(d) The Company will not be held liable for any claims in respect of the cost incurred by the Buyer or any third party in replacing or repairing damage of faulty Goods, or making good any other consequential damage. The Company’s liability shall be limited to replacing damaged or faulty Goods in accordance with the manufacturers guarantee.

15. WARRANTIES AND CONDITIONS.
(a) The Company shall be under no liability for any loss; damage or personal injury how so ever incurred which arises in respect of the Buyers liabilities to any third party.
(b) Where manufacturers or suppliers of Goods have limited their liability in respect thereof, or in respect of any liability direct or indirect in connection therewith, and such limitation has been advertised or announced in trade literature, or has otherwise been deemed to have come to the Buyer’s notice whether generally or specifically, the same limitations shall apply to the Company’s liability on the sale of those Goods, and such limited liability shall be in lieu of all other conditions or warranties expressly implied or statutory, which are hereby expressly excluded.
(c) The Company’s liability for any and all direct loss or damage of any kind resulting from defects in the goods supplied or any other cause shall be limited to an amount equal to the purchase of the quantity of Goods in respect of or in relation to which such loss or damage is claimed. Subject to aforementioned the Company shall be under no liability in contract or in tort for any damage or personal injuries arising directly or indirectly out of supply or use of the Goods.
(d) In the case of failure in service of the Goods, notification shall be made in writing to the Company within seven days and the failed goods made available for inspection by the Company or any person on its behalf .In the event of any goods supplied by the Company being proved to be defective or failure to service the Buyer shall be entitled only to such restitution as the Company may receive from the manufacturer and/or supplier for the Company. The Company shall have no further liability in respect of direct, indirect or consequential loss, damage or personal injury sustained by the Buyer or any third party arising from or in connection with any defects, failure or inaccuracy.
(e) The Company shall have the right to inspect and conduct its own tests upon the Goods that are the subject of damage or loss or quantity claim, or failed in service.
(f) The right of the Buyer to off set the value of any shortage, defective Goods or Goods not other wise conforming to the contract shall be restricted to the specific invoice for the Goods in question and shall not apply to any previous of future invoices.
(g) Any agent or person holding him or herself out as an agent will be held responsible for payment in full for any and all Goods he or she personally removes from the Company’s premises, in the event of the Buyer not accepting responsibility or liability for the said Goods.

16. INDEMNITY.
The Buyer shall indemnify the Company against all claims, in respect of all claim for loss, damage or injury incurred to any person, firm, company or property and against all actions, suits, claims, damages, charges, or expenses in connection therewith for which the Company may become liable in respect of the Goods sold under Contract in the event that the loss, damage, or injury shall have been occasioned otherwise than by the negligence of the Company.

17. TECHNICAL ADVICES AND INFORMATION.
The Company at the request of the Buyer, without being under any obligation to do so, may furnish technical advice concerning the suitability, installation, usage of the Goods and such assistance will be given to the best of the Company’s ability but this shall be on the express understanding that any such advice or assistance is given and accepted at the Buyer’s entire risk, and the Company shall not be liable for any loss damage or personal injury or claim arising there from the Buyer or any third party.

18. FORCE MAJEURE.
The Company shall have the right to cancel or delay deliveries or to reduce the amount delivered if it is prevented from, or hindered in or delayed by normal routes or means of delivering the Goods through any circumstances beyond its control, including but not limiting to strikes, Acts of God, Acts of Nature, lock-outs, accidents, war, fire, or shortage or unavailability of raw materials from normal sources or routes of supply to the manufacturer.

19. DELIVERY INSTRUCTIONS.
(a) The Buyer shall indemnify the Company against all claims for damage and liability whatsoever arising out of compliances by the Company with the Buyer’s delivery instructions. Should the delivery vehicle be required to drive over private property, the Company cannot accept any claims as the result of this action.
(b) Time shall not be the essence of the Contract. Any date or time for delivery named by the company is an estimate only and the Company shall not be liable for the consequences of any delay how so ever such delays may arise.
(c) The Company reserves the right to deliver Goods by instalment and in such event each instalment shall be treated as a separate Contract save that the deliveries of further instalments may be with held until Goods comprised in earlier instalments have been paid for in full.
(d) In the case of the date of delivery being changed it is to the Company’s discretion to charge storage charges at a rate based upon the volume of the Goods.

20. UNLOADING OF GOODS.
The buyer shall provide all necessary assistance, free of charge, to the Company in unloading and stacking Goods at the point of delivery. In all cases a signature “unexamined” or “unchecked” shall be deemed to be an unconditional acceptance of the Goods.

21. INSOLVENCY, BANKRUPTCY.
The Company shall have the right to terminate the Contract forthwith, where the Buyer becomes insolvent or bankrupt or makes any arrangements with its creditors or suffers appointment or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the Company shall have no further obligations hereunder and the price for all the Goods delivered and work done shall become immediately due and payable. In the event whence the Buyer (as a business entity) becomes unable to pay outstanding debts either by the terms of the account facility ,by the appointed administrators or by the appointed liquidators then the liability and subsequent payment shall fall on to all of the Directors of the Buyer’s business in the form of a joint and several liability.

22. LEGAL CONSTRUCTION.
Every contract to which these conditions of sale apply shall be constructed and operate as an English Contract and in accordance with English Law.