1. These terms and conditions shall apply to all contracts of the supply of goods or services made between HANAH (UK) LTD (the Seller) and any individual partnership, unincorporated association or body corporate who contracts to purchase such goods or services (the Buyer).

2. Only these terms and conditions and such terms as may be implied by common law or statute shall apply to such contracts as are described in Clause 1 above expect where any additional terms are expressly acknowledged in writing by the seller.

3. Whilst every effort will be made to fulfil orders or instructions the acceptance by the seller of an order or instruction shall not bind the seller to fulfil that order or instruction and the seller shall not be responsible for any delay in or failure to make delivery or to perform services.

4. The seller reserves the right to change without notice (i) these terms and conditions (ii) its price: and (iii) any arrangements for payment or other changes to such authority. In the absence of any such notification the seller shall be entitled to reply on and act on the orders and instructions of such the time of placing an order with the seller.

5. The buyer shall notify the seller immediately if any of the buyer’s employees or former employees cease to have the authority to bind the buyer or of any changes to such authority. In the absence of any such notification the seller shall be entitled to reply on and act on the orders and instructions of such employees or former employees.

6. Notwithstanding anything in Clause 4 above all goods or services supplied will be charged to the buyer at the price ruling at the date of delivery.

7.1 The buyer shall pay for goods and services supplied by the seller not later than 30 days after the date of invoice unless alternative payment terms have been agreed in writing by the seller.

7.2 If any payment owing to the seller from the buyer is overdue, in whole or in part, the seller may (without prejudice to any of its other right or remedies) upon notice to the buyer charge interest upon the amount overdue from the date of the invoice until the date of payment at a rate 3% above the Barclays Bank Plc base rate for the time being and interest shall be calculated for this purpose on a daily basis.

8.1 The ownership of any goods sold by the seller to the buyer shall remain with the seller until the buyer has paid for such goods. Until ownership is vested in the buyer, he shall have the power to deal with the said goods but shall if requested by the seller store or use such goods in a manner sufficient to distinguish them as those supplied by the seller from similar products obtained from other sources.

8.2 If any payment owing to the seller from the buyer is overdue in whole or in part, the seller may (without prejudice to any of its other right or remedies) recover any of the seller’s unpaid for goods still in the buyer’s possession and may enter onto the buyer’s premises for that purpose.

8.3 In the event of late or non-payment of invoice(s), all or any third party collection costs become payable by the buyer/debtor.

8.4 Goods sold by the seller to the buyer shall be at the buyer’s risk as soon as they are delivered by the seller to the buyer’s vehicles or premised or otherwise to his order.

8.5 Unless specially warranted (in writing) as accurate to samples all sizes, colours, finishes, and materials referred to on price lists, quotations, brochures, delivery notes or invoices are approximate only.

9.1 In the event of a claim by the buyer for non delivery, misdelivery of or shortage of damage to goods delivered otherwise than in the seller’s own vehicles such claims must be notified to both the seller and the carrier )otherwise than upon any of the carrier’s documents) within five days of the delivery of the goods to the buyer or within seven days of the receipt of the invoice if the goods covered by the invoice have not been delivered.

9.2 In the event of a claim by the buyer for non delivery, misdelivery of, or shortage of, or damage to goods delivered in the Seller’s own vehicles such claims must be notified to the Seller within fourteen days from the delivery of the goods to the buyer.

9.3 Save as aforesaid the seller will not be liable to the buyer for any loss or damage suffered as a result of the events or for any of the reasons referred as above of this condition.

10. Where the buyer deposits his own goods with the seller whether for or otherwise then in the event of the buyer failing to collect those goods and meet all sums (if any) due to the seller however arising within two months of the date on which the said goods are available for collection then the seller shall have the right to dispose of the goods in the open market and to recover out of the proceeds of any such disposal all or any sums due to it from the buyer however arising and in the event that the proceeds of the disposal exceed an such sums due as aforesaid the seller shall be accountable to the buyer for such excess for a further period of two months from the date of the disposal in question but thereafter the buyer shall have no claim against the seller whether in respect of the goods themselves or the proceeds of any disposal.

11.1 Has failed to take delivery of any goods ordered by the buyer.

11.2 Makes default in or commits any breach of its other obligations to the seller.

11.3 Is involved in any legal proceedings in which solvency is involved or is deemed unable to pay its debts.

11.4 Is a company and any resolution is passed or petition is presented to wind it up or a receiver, administrator or administrative receiver is appointed, or

11.5 Ceases of threatens to cease a trade of if serious doubts arise as to the buyer’s solvency then in any such case, all sums owing to the seller become immediately due and payable.

12. These conditions and all contracts to which they apply shall be governed by English Law and the English Courts shall have exclusive jurisdiction in the event of any dispute arising out of or in conjunction with any such contract.