BYSEL LTD

Terms and Conditions of Sale

So far as they are not expressly varied in writing by Bysel Limited (“the Company”), these conditions shall be deemed to be incorporated into all agreements and contracts made and all orders processed by Company shall be deemed to be carried out pursuant to a contract incorporating these conditions.

1. Order

1.1 orders are accepted subject to goods being available and remaining unsold, on the basis of prices ruling at the date of despatch (plus VAT where applicable) and are not accepted on a sale or return basis.

1.2 None of the Company’s Sales Representatives or agents has the authority to vary the published prices of the Company’s products and no responsibility will be accepted for any deviation unless the same has been authorised and confirmed in writing by a director or manager of the company.

1.3 An order may be varied or cancelled solely at the discretion of the company provided such variation or cancellation is requested before dispatch and thereafter on the buyer paying the Company’s reasonable expenses.

2. Quantities

Outer quantities are shown on all delivery notes and invoices. Any cases delivered are shown in outer quantities, with in ink the number of cases alongside

3. Title to the Goods

3.1 The property in the goods shall not pass from the company to the buyer until: a) the buyer shall have paid the price plus VAT in full; and b) no other sums whatsoever shall be due from the buyer to the company. Until property in the goods passes to the buyer in accordance with clause 3 the buyer shall hold the goods and each of them on a fiduciary basis as bailee for the company. The buyer shall store the goods (at no cost to the company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.

3.2 Notwithstanding that the goods (or any of them) remain the property of the company the buyer may sell or use the goods in the ordinary course of the buyers business at full market value for the account of the company. Until property in the goods passes from the company to the buyer the entire proceeds of the sale or otherwise of the goods shall be held in trust for the company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all times identified as the Company’s money.

3.3 The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the goods has not passed from the Company.

3.4 Until such time as property in the goods passes from the Company the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and repossess the goods. On the making of such request the rights of the Buyer under 3.2 shall cease.

3.5 The Buyer shall not pledge or in any other way charge by way of security for any indebtedness any of the goods which are the property of the Company. Without prejudice to the other rights of the company, if the Buyer does so all sums whatever owing by the Buyer to the company shall forthwith become due and payable.

3.6 The Buyer shall insure and keep insured the goods to the full price against “all risks” to the reasonable satisfaction of the Company until the date that the property in the goods passes from the Company. Without prejudice to the other rights of the Company, if the Buyer fails to do so all sums whatever owing by the Buyer to the company shall forthwith become due and payable.

4. Passing the risk of the Buyer

The risk in goods shall remain with the Company until delivery at the point in the invoice and in the absence of written advice from the Buyer to the Buyer to the carrier and the Company as described in condition 5 below, the goods shall be deemed to have been delivered complete in the satisfactory condition. At that time the risk in the goods shall be transferred to the Buyer. Upon collection by the Buyer from the Companies warehouse the passing of the risk in the goods transfers immediately as goods are loaded and becomes the responsibility of the Buyer.

5. Delivery

Whilst the Company will endeavour to adhere to its delivery schedule, the Company cannot be held responsible in any way for delayed delivery.

5.1 Shortage or damage. In the event of any shortage or damage, the Carriers and the Company must be notified within 48 hours form receipt of goods and a claim filed promptly. Any delay may cause a loss to the consignee. The Company’s responsibility for delivery of goods ends when the goods have been delivered at the Buyers nominated address.

5.2 Delivery is carriage paid by the company to one mainland UK address on all orders over 60 points.

The company will decline to entertain claims unless the buyer complies with the provisions of this condition.

6. Returns

Goods may only be returned with the Company’s written consent.

7. Quality

Any article claimed to be defective, will be replaced free of charge or will be credited if examination such defect. The Company’s liability is limited to the replacement or credit of such defective goods and no further liability

8. Specification

Due to policy of continuous improvement the company reserves the right to modify specifications without notification.

9. Display Units

Items are supplied on the strict understanding that they will be used to display products supplied by the company. The company will immediately retrieve any displays used for other companies’ products or displays

10. Terms

10.1 The company will require payment in full or in staged payments at or prior to delivery of goods.

10.2 Subject to 10.1 above and unless otherwise agreed by the parties in writing, payment for each delivery shall be received not later than 30 days from the date of the Company’s invoice and shall be made in Pounds Sterling. Failure to pay by the due date shall entitle the company, without prejudice from its other rights and remedies, to withhold or cancel subsequent deliveries, charge the Buyer interest on overdue accounts at the rate of four percent above Barclays Bank Base Rate from time to time in force and/or place the account in the hands of a third party for the purpose of recovery.

10.3 The company reserves the right to make a search on the Buyers company individuals or directors associated with the company, with a credit reference agency, which will keep a record of that search and will share that information with other businesses.

11. Force Majeure

Deliveries may be suspended or cancelled by the company through Act of God, Fire, Accident, War, Riot, Civil Commotion, Strikes, Lockouts, Emergency Regulations, non-delivery of raw materials or any other circumstances outside the Company’s control. It is agreed by the Buyer that in the event of deliveries being cancelled for any of the reasons stated above, the Company shall be under no obligation to supply either the same or similar goods, nor shall the Company be liable for any loss resulting from delay in dispatch, delivery or non-performance due to any cause beyond the Company’s control.

12. Resale of Goods

The goods are supplied to the Buyer on condition that the Buyer will use them or resell them in the United Kingdom only and that, except with the prior written consent of the Company, The Buyer shall not sell them or knowingly allow them to be sold to any person for resale outside the United Kingdom.

13. Pallets

Any pallets used for deliveries and left temporarily in the possession of the Buyer will remain the property of the Company and should be made available for collection as soon as possible. In the event of the Buyer not returning pallets within a reasonable timescale, the Company reserves the right to charge the Buyer for such pallets.

14. Food & Drugs Act

Goods included on the invoice conform with the sale of Food & Drugs Act and with all regulations relating to foodstuffs now in force.

15. Product Weights

Where Goods are sold by weight, the weight included immediate wrappings where applicable.

16. Private Label

Any products produced to customers specifications, with or without labels shall be subject to the following:

16.1 the minimum order shall be notified at the time of the acceptance of the order, and every endeavour will be made to deliver the correct quantity ordered but manufacturing processes require that there may be small under or over production (plus or minus 10%).

16.2 The cancellation of confirmed private label orders cannot be accepted under any circumstances.

16.3 The Buyer shall indemnify the Company against all fines, claims, costs, or expenses whatsoever arising directly or indirectly from the production and/or supply by the Company of any article in a manner or incorporating wording, design, or device specified by the Buyer.

16.4 The Buyer agrees to underwrite purchases of packaging materials as agreed with the Buyer to cover current and future orders.

17. Scope of Terms

Unless otherwise agreed in writing the above conditions will constitute the Company’s entire obligation upon our acceptance of any order, regardless of the terms, stipulations, etc., in any request for quotation, order, or as may appear in any form now or later submitted by the Buyer.

18. A Legal Interpretation

The contract shall be governed by English law. No action or proceedings of any nature shall be initiated against the Company except in the English courts, or at the option of the Company by arbitration in England by an arbitrator appointed in accordance with the provisions of the Arbitration Act 1950 or any statutory re-enactment or modification thereof.

19. Waiver

Any failure by the Company to enforce any or all of these conditions shall not be construed as a waiver of any of the Company’s rights above.

February 2004