CONDITIONS OF SALE

The following standard conditions of sale shall govern all transactions between Foil Solutions Limited and any customer except as may be expressly agreed in writing by a Director of the Company.

1. QUOTATIONS Any quotations by the Company shall not constitute an offer and may be withdrawn or revised at any time until the acceptance of the customer’s order by the Company. Any statement or representation by the Company, its servants or agents shall be excluded unless confirmed in writing by a Director. All prices quoted or accepted are exclusive of value added tax and the contract price shall be such price plus VAT. The customer shall pay all value added tax or similar tax chargeable in respect of the goods or any services supplied by the Company whether stated in the quotation or not.

2. DELIVERY The Company shall endeavour to meet the agreed delivery date or dates but time shall not be of the essence and the Company shall not be liable for any loss arising out of any delay in delivery. The Company shall have the option of revising the delivery date or dates if circumstances beyond the Company’s control prevent the Company keeping to the originally agreed date or dates. The liability of the Company for failure to comply with the agreed delivery dates as varied where necessary in accordance with this clause unless covered by force majeure shall be limited to the reimbursement to the customer of the actual loss incurred but in no case exceeding the value of the goods which are the subject of the order. Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.

3. QUANTITY The Company shall endeavour to deliver the quantity or quantities ordered but such quantities are plus or minus 10% credit or debit being given pro-rata.

4. ARTWORK All film, negatives, positives, dies, typematter (metal or film), ske t c h e s, samples and original designs of any kind used by the Company in relation to the order shall remain the ex c l u s i ve property of the Company including any items subject to an ex t ra charge. The Company shall not be under any o bligations to preserve such documents relating to the order unless previously agreed in writing.

5. PROOFS The Company may submit proofs of any subject matter of this agreement for the customer’s approval and shall not be liable for any error not corrected by the customer. Alterations from the original copy after first proof including alterations in style or construction will be charged ex t ra . The customer shall be solely responsible for any matter which the Company prints on the goods, on the instructions or at the request of the customer, for any design or construction which the Company executes on the instructions or at the request of the customer whether the same shall have been supplied by the Company or by the customer and solely responsible for any claim or preceedings made or bought by the third party arising there from.

6. ACCEPTANCE If the customer shall have any claim or complaint in respect of the goods he shall within 14 days from delivery of the goods, give written notice to the Company of any respect in which it is alleged that the goods do not comply with the agreement. Subject to any such notice the goods will be deemed to comply with the agreement in all respects and the customer shall be bound to accept and pay for the goods under the terms hereof.

7. MATERIALS Whilst every endeavour will be made by the Company to supply material in accordance with the quality of samples submitted or quoted for, the contract is not a contract of sale by sample and the Company shall not be liable if they do not so comply.

8. CUSTOMER SUPPLIED MATERIALS The Company may reject any paper, copy or film plates or other materials agreed to be supplied or specified by the customer and must be of a minimum of 38 dyne rating and acceptance of any such shall not constitute a warranty that the items are suitable and the C o m p a ny shall not be liable for defe c t , wastage or any other loss whatsoever arising from the material supplied or specified by the customer. Any additional cost arising from the use of the customer supplied materials shall be an extra charge. The quantity of materials supplied by the customer shall allow for normal spoilage and the customer shall indemnify the Company against any loss, damage or expense arising because any materials supplied by the customer are defective or unsuitable.

9. TERMS All monies payable by the customer under the agreement shall be paid in full net cash without any deductions set off or counterclaim whatsoever at the time specified in the invoice or if none be so specified then within 30 days of the date of the customer’s invoice. Without prejudice to a ny other rights of the Company the customer shall pay interest on any sums overdue for payment at a rate of 8% above the base rate from time to time of Lloyds TSB plc from the due date for payment until payment (as well after as before judgement).

10. DEFAULT If the customer fails to pay any sum when due under this or any other agreement between the customer and the Company, then the Company may at its option either treat this and any other agreement between the parties as having been repudiated and recove r damages accordingly; suspend further performances until all sums owing to the C o m p a ny by the customer under any agreement have been paid; withhold further p e r fo rmance under this or any other agreement until it has received payment in advance of all monies to become payable there under; suspend any or all credit granted to the customer on any account. In the event that your account becomes ove r d u e, the matter will be passed to Daniels Silverman Limited for recove ry, in such cases a surcharge will be added.

11. CARRIAGE Unless otherwise agreed in writing between the Company and the customer all carriage will be charged extra.

12. FORCE MAJEURE The Company shall not be liable for any failure to perform any or all of its obligations under the agreement arising from any inability to secure or procure at reasonable cost labour and materials and other supplies of any kind or any act of God, war, strike, lock out or other labour dispute, fire, flood, drought, equipment failure, legislation, order of public authority or any other cause whatsoever beyond its control. During the continuance of such a contingency the customer may by written notice to the Company elect to terminate the Contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

13. DAMAGE OR LOSS IN TRANSIT If the Company or its carrier is to deliver goods other than ex-works, the customer shall examine them immediately upon receipt and shall notify the Company immediately if they are received in a damaged condition and will indemnify the Company against any loss which it suffers because any such notification is received too late to enable it to claim against carriers or insurers in respect of such damage or loss in transit.

14. RISK If the customer or its carrier collects the goods the risk in them shall upon commencement of loading on to the collecting transport or otherwise being taken into possession or control of the customer, its servants or agents. If the goods are to be d e l i vered (other than ex- works) by the Company or its carrier the risk shall pass when the goods have been so delivered. If the customer does not take delivery of goods when duly tendered the risk shall pass when delivery should have been accepted. The Company may at its option store or insure the goods at the expense of the customer.

15. APPLICABLE LAW The agreement shall in all respects be governed and construed in accordance with English law and the parties submit to the nonexclusive jurisdiction of the English Courts.