All dealings including all quotations and any other order placed following such quotation are subject to the following conditions of sale in which Creative Retail Display Limited (09128085) is referred to as ‘the Company’.

1. Contracts
1.1 Except to the extent otherwise agreed in writing by an authorised representative of the Company, these
conditions will be incorporated into all contracts for the supply of goods by the Company to the exclusion
of any terms or conditions referred to by the customer, to the fullest extent permitted by the law to the
exclusion of any other terms conditions or warranties implied by law and the customer’s order shall be
treated as an offer to purchase the goods referred to in the order in accordance with these conditions.
Acceptance of the delivery of the goods by or on behalf of the customer shall in any event be conclusive
evidence of the customer’s acceptance of these conditions. In the event of any conflict or inconsistency
between these conditions and the express terms of any quotation or acknowledgement of order, such
express terms shall prevail.

1.2 No amendment of or representation in connection with any contract shall bind the Company unless confirmed by a director of the Company in writing. The variation of any contract or exercise of any right of termination or otherwise thereunder shall not require the consent of any third party under any statutory provision or rule of law in force from time to time.
1.3 Any issued quotations shall ordinarily remain open for a maximum period of 30 days from the date of issue but may be withdrawn by the Company at any time prior to delivery by written notice.
1.4 If any statement or representation has been made to the customer by the Company, its officers, agents or contractors upon which the customer relies, other than those contained in any quotation or acknowledgement of order, the customer must set out that statement in a document to be endorsed upon the order thereby affording the Company the opportunity to reject or clarify the point. Under no circumstances will the Company be responsible for or liable in respect of any statement relied upon which is not so endorsed in writing.

1.5 The Company has the sole right to amend or alter these terms and conditions. Such amendments will apply 30 days after notification in writing and will apply thereafter to all new orders placed with the Company as per clauses 1.1 to 1.4.

2. Prices
2.1 The Company’s prices exclude VAT and unless otherwise agreed in writing by the Company are those in its price lists in force at the date of despatch of the goods ex-works. Standard packaging is included in the price but any special packaging will be charged in addition. The Company also reserves the right to adjust any prices quoted for any costs incurred by the Company after the date of the customer’s order as a result of increases in the cost of labour, materials or overheads, any alterations in the specifications, quantities or times of delivery of any goods or suspension of work requested by the customer or any delay in the supply by or on behalf of the customer of any instructions or other matter.

3.0 Payment
3.1 All invoices unless otherwise agreed in writing by an authorised representative of the Company are payable in GBP, USD, Euro or RMB not later than the 21st day of the month following that of the date of the invoice and (a) shall be paid without any set-off and (b) shall not in any circumstances be subject to any discount, retention or other deduction whatsoever. In particular the customer shall not be entitled to set off monies due under the contract against any claim to monies against the Company which is referable to any other contract. No dispute arising under the contract or delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the customer.
3.2 Without prejudice to any other rights of the Company, if the invoice is not paid in full by the due date interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgment) on a daily basis at the rate of 2 % per month or any other statutory rate of interest which the Company is entitled to claim under any legislation in force from time to time together with any charges and expenses (including legal fees and administrative costs) incurred by the Company in collecting payment or enforcing its rights to payment by the issue of proceedings. The Company reserves the right to apply amounts received first in settlement of any interest on overdue debts then on debts due beginning with the oldest.
3.3 Without prejudice to any other of its rights and notwithstanding any other agreement or arrangement with the customer the Company shall be entitled by giving written notice to the customer at any time to withdraw any agreed credit or

payment facility and to require the customer to tender the price of the goods in a manner satisfactory to the Company and to refrain from delivering the goods until such payment has been made.
3.4 Where goods are delivered by instalments the Company may invoice each instalment separately and the customer shall pay such invoices in accordance with these conditions.

4.0 Delivery
4.1 Goods shall be legally delivered and risk in the goods transferred to the customer subject to these conditions when the Company makes them available for collection by the customer or to a carrier appointed by the Company at the Company’s offices or principal’s warehouse and where goods are consigned to destinations outside the United Kingdom mainland any trade terms referred to by the Company in writing shall to the extent consistent with these conditions be as defined in the edition of “Incoterms” then current and the goods shall be delivered and risk in them shall pass to the customer as therein provided.
4.2 Times for the delivery of the goods are not guaranteed. As a result, the customer shall have no right to damages or to cancel the contract for any failure on the part of the Company to meet any date by which the Company has indicated the goods will be ready for collection.
4.3 If the Company agrees to arrange for transportation and physical delivery of the goods the Company may determine the form of transport of any goods the price of which includes carriage and charge extra for any special arrangements requested by the customer.
4.4 If the Company agrees to arrange for physical transportation and delivery of the goods by instalment the Company may deliver by instalment and each delivery shall be deemed to be a separate contract.

4.5 If the customer fails to take collection, or (as appropriate) delivery of any goods on the due date, or provide adequate delivery instructions, the Company may store the goods at the risk of the customer who shall pay all storage, transportation, handling or other charges incurred by the Company as a result of such failure and the Company shall be entitled to payment as though delivery or collection had taken place.

4.6 The date for collection or delivery is in each case dependent on prompt receipt of all necessary information, final instructions or approvals from the customer. Any delays or alterations by the customer in design specifications or quantities required may result in a delivery delay.

4.7 Failure on the part of the customer to take collection or delivery (as appropriate) or to make payment of any one or more instalment shall entitle the Company to treat the entire contract as repudiated by the customer.

5.0 Passing of title
5.1 Notwithstanding the earlier passing of risk occurring on legal delivery, title of goods shall remain with the Company and not pass to the customer (who shall, nevertheless, subject to the conditions stated below, be entitled to resell them as principal only in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the goods and of all other debts for any other goods owed to it by the customer on any account.

5.2 Until title passes:
5.2.1 the customer shall hold the goods as bailee for the Company and ensure that the goods are at all times maintained in the condition in which they were delivered and clearly identified as the property of the Company which shall, without prejudice to any other remedy, be entitled to maintain an action for their price although title in them has not passed to the customer; and
5.2.2 The Company shall at any time be entitled on demand to:
5.2.2.1 Repossess and sell all or any of the goods and thereby terminate (without any liability to the customer) the customer’s right to sell them, and
5.2.2.2 Enter any premises where the goods are stored for the purpose of inspecting or repossessing them.

5.3 The customer’s rights against its sub-purchasers in respect of any goods in which title has not passed to the customer shall if the Company requests in writing be immediately assigned to the Company.

5.4 The Company transfers to the customer only such title and rights of use as the Company had in the goods and in particular only such rights as the Company’s principals had transferred to the Company.

6.0 Loss, damage in Transit
6.1 In the case of goods consigned to destinations within the UK mainland where the price of goods includes freight the Company will subject to these conditions replace within a reasonable period free of charge or at its option give credit for the invoice value any goods sold by the Company which the customer proves to the Company’s satisfaction were damaged, missing or lost in transit and in respect of which the customer has given written notification of the discrepancy to the Company within such period and containing such information as the Company reasonably requires to substantiate a claim against any carrier or consignor and in any event:
6.1.1 In the case of damaged or short delivered goods no later than 10 working days after receipt; or
6.1.2 In the case of a loss of a whole consignment not later than 10 working days after the date of invoice.

6.2 In all other cases the Company will, subject to these conditions, have no liability for the loss of or damage to any goods after despatch from its principals’ premises and the customer should arrange its own insurance if required.

7.0 Missing, lost or damaged goods
7.1 The Company will, subject to these conditions, and at its option replace or repair within a reasonable period free of charge or give credit for the invoice value of any goods which the customer proves to the Company’s reasonable satisfaction were omitted from the consignment agreed to be delivered, do not conform to their contract description or were at the time of their delivery defective in materials or workmanship or in the case of defective goods assign to the customer (so far as the Company is able to do so) any warranties given by the manufacturer of the goods. For the avoidance of doubt no liability shall be imposed upon the Company under this clause if the goods in question are supplied as used or as second quality goods or have been transformed in any way by a third party.

7.2 No claim in respect of goods alleged not to conform to their contractual description or to be defective will be considered unless the customer has given written notification of the discrepancy within 10 working days of receipt in the case of goods not conforming to the contractual description or 90 days from receipt in the case of defective goods. No claim in respect of goods alleged not to conform to their contractual description or to be defective will be considered, where the goods have been transformed by a third party in anyway.

8.0 Claims
8.1 Claims by the customer under clause 7.0 above will be considered only if the customer has afforded the Company reasonable opportunity and facilities for the investigation of the claim and promptly replied with any request by the Company for the return of any goods properly packaged freight and insurance paid to the Company for examination and if the claim is accepted the Company will refund such reasonable freight costs as the customer has incurred at the customer’s request.

8.2 The Company shall have no liability for any alleged discrepancy or defects in any goods which arise from accident, handling, improper storage, transformation by a third party or misuse of the goods after delivery, except as expressly provided in these conditions nor shall the Company have any liability in respect of the goods if the customer shall default in making payment of the contract price or otherwise be in breach of its obligations under the contract.

9.0 Extent of liability
9.1 The Company shall not be liable in respect of claims arising by reason of death or personal injury unless the Company is shown to have failed to exercise reasonable care in the performance of the contract.

9.2 Except to the extent stated in these conditions or otherwise agreed in writing by the Company neither the Company nor any of its agents, contractors, sub-contractors or distributors, nor any of the Company’s or their directors, officers, partners or employees shall have any obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with any contract for the sale of any goods other than, in the case of the foregoing persons, for death or personal injury resulting from its or his negligence or for fraud on its part or on the part of any of its directors, officers or employees whilst acting in the course of their duties or employment.

9.3 In particular, the Company shall have no liability for the quality of goods (except as expressly stated in these conditions) or the fitness for any purpose of any goods or for any consequential loss or damage suffered, directly or indirectly, by the customer under or in connection with any contract for the sale of any goods, included but not limited to wasted time or expenditure, loss of profits, production, business revenue, expected savings or goodwill or any claim against the customer by any person.

9.4 The Company’s liability in connection with any goods shall (subject to clause 9.1 in respect of which the liability of the Company is not limited) in no circumstances exceed the price payable for them. The customer acknowledges the effect of these limitations on liability, confirms and accepts that they are reasonable in all circumstances and agrees it is its own responsibility to arrange for insurance to cover claims in excess of such amounts.

9.5 Subject to clause 9.1 in respect of which the liability of the Company is not limited, the Company shall be discharged of all liability to which these conditions apply unless proceedings are begun within twelve months after the customer becoming aware (or should reasonably have become aware) of the facts giving rise to such liability.

9.6 Nothing in these conditions shall affect the statutory rights of a customer who is a consumer as defined in Article 2(1) of the Consumer Transactions (Restrictions on Statements) Order 1976.

10.0 Modifications
10.1 Any descriptions or particulars contained in the Company’s leaflets, price lists or other material are approximate and intended merely to present a general outline of the goods described in them and shall not form any part of the contract.

10.2 The Company reserves the right to alter the designs and specifications of any goods at any time without notice. No contract shall constitute a sale by sample unless specifically agreed in writing by the Company.

11.0 Returns
11.1 No goods may be returned without the Company’s prior written agreement and in any event credit will not be allowed on goods which the Company considers cannot readily be resold or are not in all material respects in the condition in which they were at the time of despatch. The Company also reserves the right to charge for any repackaging, handling and administration charges which it incurs. All bespoke items manufactured by Creative Retail Display Ltd are not valid for return and all sales are final.

12.0 Force Majeure
12.1 The Company shall not be liable for any delay or other failure to perform the whole or any part of the contract resulting from any cause whatsoever beyond the Company’s control existing at the date of any order given to it or arising thereafter including but limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transport facilities, supply of labour, materials, power or supplies, strike, lockout or labour dispute (whether or not at the Company’s premises), illness epidemic, flood, drought, war, civil commotion, or restriction of any authority or government agency (including restrictions or delays in the issue of export, import or other licences). Times for delivery shall be extended by the period of any such delay which shall not, however, prejudice the Company’s right to recover any monies then owing by the customer.

13.0 Termination & Miscellaneous
13.1 If (a) the customer (i) fails to make any payment when and as due or otherwise defaults in any of its obligations under the contract or any other agreement with the Company (ii) has a receiver, manager, administrator, administrative receiver or trustee in bankruptcy appointed over all or any part of its assets (iii) ceases to carry on business or (in the case of an individual) is the subject of any bankruptcy order or has any order or resolution passed for its winding up, whether compulsorily or voluntarily or is dissolved (iv) compound with its creditors or (v) suffers in consequence of debt any action to any of the foregoing or (b) the Company Bona Fide believes that any of the foregoing matters may occur, then, in any such event, the Company shall, without prejudice to any other remedy, be entitled at its discretion, by giving the customer written notice at any time, forthwith to suspend its performance of or (whether or not such performance has previously been suspended) terminate such contract. The Company shall also be entitled in these circumstances to serve notice on the customer requiring immediate payment for all goods supplied under this and all other contracts entered

into with the customer whether or not payments have at that time fallen due. In the case of a customer resident or carrying on business overseas the rights afforded to the Company under clause 13.1(a) shall arise if any event equivalent to or substantially equivalent to or having the same effect arises in respect to the customer pursuant to the laws of the country to which the customer is subject by reason of its domicile or place of business.

13.2 All proprietary rights in items including patterns, drawings, designs or other data prepared or used by the Company for any contract and all rights (including copyright and design rights) therein shall be and remain the property of the Company or its principals. The customer shall not copy or reproduce or allow others to copy or reproduce such items or any goods supplied by the Company. The customer shall indemnify the Company from and against all claims, costs, liabilities and expenses which arise due to the manufacture of the goods being based upon the drawings and specifications of the customer where such drawings and specifications shall be erroneous or incorrect or where it is alleged that they constitute an infringement of any intellectual property rights of a third party or do so constitute an infringement.

13.3 Any goods replaced by the Company shall become the Company’s property and shall not be sold or except in accordance with the Company’s written instructions disposed of by the customer.

13.4 The Company may sub-contract all or any of its obligations at its discretion but no contract nor any rights or obligations shall be assigned or be assignable by the customer without the Company’s prior written consent. Save as expressed to the contrary elsewhere in these conditions nothing in these conditions operates to or may be construed or implied as operating to confer any contractual right upon any person who is not a party to that contract.

13.5 The customer shall in its promotion of the goods supplied by the Company (or the promotion of such goods and those of any other supplier) in the form of advertisements, leaflets or other matter, or in any other medium, including the internet, comply with all directions from time to time given by the Company as to the use of its or its principals’ trademarks, business or product names, logos or the like, shall not reproduce in whole or in part any of the advertising, promotional or other material of the Company or its principals without first obtaining the Company’s prior written consent and shall discontinue any previously permitted use of any of the foregoing immediately upon being requested to do so by the Company.

14.0 Law, jurisdiction & construction
14.1 Each contract shall be governed by English law and the customer consents to the jurisdiction of the English courts in all matters connected with the contract save that for the sole benefit of the Company the Company shall be entitled to issue proceedings in order to claim any remedy or enforce any right in any other country having competent jurisdiction to hear any dispute and in the case of goods supplied outside the United Kingdom the limits on the extent to which liability can be excluded under the Unfair Contracts Terms Act 1977 shall not apply.

14.2 The headings of conditions are for convenience of reference only and shall not affect their interpretation. Each clause and sub-clause is severable from each and every other clause and sub-clause.

15.0 Notices
15.1 Any notice given in writing if sent by facsimile or forwarded by first class prepaid letter post to the receiving party at its business address as last notified in writing to the other party shall be deemed to have been given on the date of the facsimile (if receipt is confirmed in writing) or 2 working days (or 7 working days in the case of customers outside the United Kingdom) following the date of posting.

16.0 Data Protection
16.1 The customer authorises the Company to carry out checks (including enquiries relating to directors and other individuals) with credit reference agencies who may keep a record of that search and to make available to such agencies information relating to the conduct of the customer’s account and the customer acknowledges that the agencies concerned may share the information supplied to them with other businesses in assessing applications for credit and/or fraud prevention.