STANDARD CONDITIONS OF TRADING

1.     References to the Seller - These relate to Manic Merchandise and references to the buyer relate to the customer of Manic Merchandise

2.     Advertisements - Prices do not include the cost of the application of an advertisement, unless that is specifically stated.

3.      Blocks, Dies and other Origination Work - Tools, blocks, stencils and artwork are chargeable, unless otherwise agreed.

4.      Colours - As some variation may occur during the marking process, colours will be matched as closely as possible.

5.      Samples - Samples are submitted on approval and will be charged unless returned in good condition within 30 days.

6.      Carriage - Owing to considerable differences in the weight, bulk and shape of articles, carriage will be an extra charge ex factory unless otherwise stated.

7.      Individual Despatches - Packing and documentation for individual despatch to the customer's instructions will be charged extra.

8.      Quotation and Contracts

a.     Prices shown in Manic Merchandise literature are for guide purposes only and VAT is chargeable, except on exports where documentary evidence is required to prove goods were despatched overseas. VAT is recoverable if the goods are supplied to a United Kingdom registered company and the unit cost is not more than £10.00 each ex VAT and the said company is registered for VAT purposes. This Government ruling is current as at January 1988 and may be subject to change.

b.     Orders are accepted subject to the seller's right to adjust prices quoted in event of any fiscal change in law or Government regulations prior to the date of delivery or of any substantial change in the currency rate at the time of importation or delivery of goods.

c.      The right is reserved to supply up to a certain maximum over or under the ordered quantity of printed goods and these overs will be charged at the contract rate for the actual number of goods supplied. The maximum applicable will depend upon the practice of the particular trade of goods supplied but normal tolerances are ± 10%.

9.     Cancellation -If an order is cancelled by the buyer at any time after the date of acceptance by the seller then the buyer shall reimburse the seller any costs and expenses incurred by the seller in connection with that order.

10.  Claims

a.     Non-Delivery of Goods Manic Merchandise are bound by carrier's terms and, therefore, claims for non-delivery for all or part of the consignment must be notified in writing within 7 days of the invoice date or 48 hours after the delivery date, whichever is the sooner.

b.     Packages damaged in transit Claims arising from damage to packages in transit must be notified, upon receipt, to both the carrier and the supplier, with a note to the effect being made on the carrier's delivery docket. Goods and packing materials to be retained for inspection purposes.

c.      Failure of Goods to Comply with Contract Terms On grounds of quality, quantity, or on the grounds that the wrong goods have been supplied details must be notified to the seller within 7 days of receipt of goods.

11.   Liability - While every effort will be made to deliver on time, no liability is accepted for delays occasioned by circumstances beyond the seller's control.

12.   Overseas Orders - All export orders must be accompanied by a Sterling bank draft or an irrevocable letter of credit before production may commence unless otherwise agreed.

13.   Company Logos - Products bearing names and trademarks in any Manic Merchandise literature or on any samples, do not necessarily indicate or imply that Manic Merchandise have supplied the items to the owner of the name or trademark but are representatives of the effect which has been obtained by using an advertisement.

14.   Trademarks -It is the responsibility of the buyer to ensure that his requirements do not constitute an infringement of any copyright, patent rights, design, trademark or name, or other protected rights. The buyer shall save harmless and indemnify the seller from and against all claims and Proceedings for or on account of any such infringement and from and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

15.   Passing of title - Until full payment has been made of all sums outstanding from the buyer to the seller (including debts arising before the date of this contract):

a.     The property in the goods shall remain in the seller;

b.     The seller shall have full legal and beneficial ownership into any new product into which the goods are converted;

c.      The buyer shall keep and store the goods and any new product in such a manner that they may be identified as being the property of the seller;

d.     The buyer shall be at liberty to sell the goods (or any new product described in (b) above) in the ordinary course of business;

e.     The benefit of any contract of sale and the proceeds of any sale shall be the property of the seller and held in trust for the seller absolutely;

f.       The seller may, by written notice, terminate the buyer's power of sale at any time if the buyer goes or threatens to go into receivership or liquidation;

g.     At any time after the termination of the power of sale, the seller may repossess the goods and the buyer hereby grants to the seller an irrevocable licence to enter upon any premises of the buyer's for the purposes of so doing.

 Payment - Terms are strictly nett 30 days from date