TERMS & CONDITIONS of BUSINESS

1. INTERPRETATION

1.1 In these Conditions:

“Buyer” means the person who accepts a quotation of Flairlight Designs Ltd and whose order for the Goods is accepted by Flairlight Designs Ltd.

“Goods” means lighting equipment which Flairlight Designs Ltd is to supply.

“Conditions” means the standard conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and Flairlight Designs Ltd.

“Contract” means the contract for the purchase and sale of the Goods.

“Writing” includes fax and any comparable means of communication.

1.2 Reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. BASIS OF THE SALE

2.1 Flairlight Designs Ltd shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of Flairlight Designs Ltd which is accepted by the Buyer, or any written order of the Buyer which is accepted by Flairlight Designs Ltd, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and a director of Flairlight Designs Ltd.

2.3 In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by Flairlight Designs Ltd or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Flairlight Designs Ltd is followed or acted upon entirely at the Buyer’s own risk and accordingly, Flairlight Designs Ltd shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Flairlight Designs Ltd shall be subject to correction without any liability on the part of Flairlight Designs Ltd.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by Flairlight Designs Ltd unless and until confirmed in writing by a Flairlight Designs Ltd authorised representative.

3.2 The Buyer shall be responsible to Flairlight Designs Ltd for ensuring the accuracy of the terms of any order (including any applicable specification, quantity or type) submitted by the Buyer and for giving Flairlight Designs Ltd any necessary information relating to the Goods within a sufficient time to enable Flairlight Designs Ltd to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in Flairlight Designs Ltd quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by Flairlight Designs Ltd).

3.4 Flairlight Designs Ltd reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or where the Goods are to be supplied to Flairlight Designs Ltd specification which do not materially affect their quality or performance.

3.5 No order which has been accepted by Flairlight Designs Ltd may be canceled by the Buyer, nor any Goods returned by the Buyer except with the agreement in writing of Flairlight Designs Ltd and on terms that the Buyer shall indemnify Flairlight Designs Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Flairlight Designs Ltd as a result of cancellation or return. Any Goods returned must be delivered to Flairlight Designs Ltd together with Flairlight Designs Ltd (RMA) returns material request form, carriage paid, in good resaleable condition and in their original packing.

3.6 Any sample submitted with the quotation or at the Buyer’s request must be returned in good condition within 60 days of receipt and if not so returned the Buyer shall be liable to Flairlight Designs Ltd for the price as determined by Clause 4.1.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be Flairlight Designs Ltd quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in the appropriate trade price list current at the date of acceptance of the order.

4.2 Flairlight Designs Ltd reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to Flairlight Designs Ltd which is due to any factor beyond the control of Flairlight Designs Ltd, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give Flairlight Designs Ltd adequate information or instructions.

4.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and Flairlight Designs Ltd, all prices are given by Flairlight Designs Ltd on an ex works basis. Flairlight Designs Ltd reserves the right to charge the Buyer for transport, packaging and insurance.

4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Flairlight Designs Ltd.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in writing between the Buyer and Flairlight Designs Ltd, Flairlight Designs Ltd shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event Flairlight Designs Ltd shall be entitled to invoice the Buyer for the price at any time after Flairlight Designs Ltd has notified the Buyer that the Goods are ready for collection or (as the case may be) Flairlight Designs Ltd has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods to Flairlight Designs Ltd within 1 month of the end of the month during which Flairlight Designs Ltd invoice is rendered and Flairlight Designs Ltd shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property of the goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Flairlight Designs Ltd, Flairlight Designs Ltd shall be entitled to:

5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract between the Buyer and Flairlight) as Flairlight Designs Ltd may think fit (notwithstanding any purported appropriation by the Buyer); and

5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank PLC base rate from time to time until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest).

5.3.4 A charge to recover all debt collection costs will also be made.

5.4 Payment pursuant to clause 5.2 shall be made to Flairlight Designs Ltd or any nominated third party notified to the Buyer by Flairlight Designs Ltd from time to time by way of Notice of Assignment.

6. DELIVERY

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at Flairlight premises at any time after Flairlight has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Flairlight Designs Ltd, by Flairlight Designs Ltd delivering the Goods to that place.

6.2 Any dates quoted for delivery of the Goods are approximate only and Flairlight Designs Ltd shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Flairlight Designs Ltd in writing the Goods may be delivered by Flairlight in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by Flairlight Designs Ltd to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered at Flairlight Designs Ltd premises, at the time when the Buyer collects the Goods from Flairlight Designs Ltd or

7.1.2 in the case of Goods to be delivered otherwise than at Flairlight Designs Ltd premises, at the time of delivery.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property of the goods shall not pass to the Buyer until Flairlight Designs Ltd has received in cash or cleared funds payment in full of the price of the Goods and any other Goods agreed to be sold by Flairlight Designs Ltd to the Buyer for which payment is then due.

7.3 Until such time as the property of the goods passes to the Buyer, the Buyer shall hold the Goods as Flairlight Designs Ltd fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Flairlight Design Ltd property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to Flairlight Design Ltd for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured. Where the Buyer is invoicing a subsequent purchaser such invoicing shall be separate from invoicing in relation to sales of Goods.

7.4 Until such time as the property of the goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold), Flairlight Design Ltd shall be entitled at any time to require the Buyer to deliver up the Goods to Flairlight Design Ltd and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or third party where the Goods are stored and repossess the Goods.

7.5 In the event of any resale by the Buyer the beneficial entitlement of Flairlight Designs Ltd shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to Flairlight Designs Ltd. In the event of failure to pay the price in accordance with the contractual obligations Flairlight Designs Ltd shall have the power to resell the Goods after reasonable notice, such power being additional to and, not in substitution for, any other power of sale arising by operation of law or implication or otherwise.

7.6 In the event of any resale by the Buyer the Goods shall be sold as fittings and not as fixtures.

7.7 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, which remain the property of Flairlight Designs Ltd.

8 WARRANTIES AND LIABILITY

8.1 Subject as expressly provided in these Conditions, and except where Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) order 1976) the statutory rights of the Buyer are not affected by these Conditions.

8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Flairlight Designs Ltd within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.

8.4 Any claim by the Buyer, which is based on non-delivery of the Goods, shall be notified to Flairlight Designs Ltd within 10 days from the date of invoice.

8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Flairlight Designs Ltd in accordance with these Conditions, Flairlight Designs Ltd shall be entitled at its option to repair or replace the Goods (or the part in question) free of charge or, at Flairlight sole discretion, refund to the Buyer the price of the Goods (a proportionate part of the price), but Flairlight Designs Ltd shall have no further liability to the Buyer

8.6 Except in respect of death or personal injury caused by Flairlight Designs Ltd negligence, Flairlight Designs Ltd shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law. or under express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Flairlight Designs Ltd, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided for in these Conditions.

8.7 Flairlight Designs Ltd shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Flairlight Designs Ltd obligations in relation to the Goods, if the delay or failure was due to any cause beyond Flairlight Designs Ltd reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Flairlight Designs Ltd reasonable control:

8.7.1 Act of God, explosion, flood, tempest, fire or accident;8.7.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.7.4 Import or export regulations or embargoes;

8.7.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Flairlight Designs Ltd or of a third party);

8.7.6 Difficulties in obtaining raw materials, labor, fuel, parts or machinery;

8.7.7 Power failure or breakdown in machinery.

9. INSOLVENCY OF BUYER

9.1 This clause applies if:

9.1.1 Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases or threatens to cease to carry on business; or

9.1.4 Flairlight Designs Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2 If this clause applies then, without prejudice to any other right or remedy available to Flairlight Design Ltd, Flairlight Design Ltd shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, subject to the right of Flairlight Design Ltd set out in clauses 7.4, 7.5 and 7.6.

10. GENERAL

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by Flairlight Design Ltd of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 The Contract shall be governed by the laws of England & Wales.