Terms and Conditions

Definitions

1. In these terms and conditions the following expressions shall bear the following meanings:

(a) "The Company” means Rapport Home Furnishings Ltd (Reg. UK 5876585) at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN and any reference to things done by the company shall include those things done on its behalf.

(b) "The Goods" mean all or any part of (as appropriate) the items specified (or part thereof).

(i) any other person{s} to whom the invoice or invoices issued pursuant to this is/are addressed and

(ii) the successors in title to the person as aforesaid. The Purchaser shall include any agent on behalf of the Purchaser

(d) “The Consignee” means the person to whom the goods are to be or any other person to whom the Company agrees to deliver the goods.

(e) "Persons” includes any one or more individuals, partnerships, limited or unlimited companies or any other body of persons or any combination thereof and where appropriate reference to this singular shall include the plural and vice versa.

(f) “Actual Delivery” or “Delivery” includes the Posting/handling to the Purchaser or the consignee of the Company’s Delivery order.

Entire contract

2. The terms and conditions set out herein are the entire terms and conditions of the contract relating to the Goods made between the Company and Purchaser, both of whom are dealing as principals in relation to this contract unless otherwise specified. The terms and conditions of this contract shall not include any terms and conditions proposed by the Purchaser which are either wholly or partly inconsistent with or additional to the terms and conditions set out herein.

Representations, warranties and descriptions

3. The Purchaser acknowledges and confirms that he has not entered into this contract or been induced to do so on the basis of any representation whatsoever whether expressed or implied concerning the Goods the terms of this contract its execution or any other matter whatsoever.

4. No express warranty concerning the state, condition or quality of the Goods is or has been given by or on behalf of the Company to the Purchaser.

5. If the Purchaser has reasonable opportunity to examine the Goods prior to the date hereof, the Company shall be entitled to assume that the Purchaser has relied entirely on such examination to the exclusion of all descriptions, warranties or representations expressed or implied relating to the Goods and the Purchaser shall be deemed to accept and agree to take the Goods as he finds them.

6. Unless the purpose, process or market for or in which the Goods are to be used by the purchaser has been specified then the Company shall be entitled to assume that the Goods are not intended to be used for or in any purpose, process or market and no warranty on the part of the Company to the effect that the Goods are fit for any particular purpose, process or market other than their normal and usual purpose, process or market shall be implied.

Delivery arrangements

7. All deliveries must be taken up by the completion date stated overleaf or if no date is stated, deliveries shall be taken and the contract completed within six months of the first day after the month in which the contact was booked. The Company shall have the right to cancel any undelivered balance not taken up by the date stated on the contract or at the end of the said six months as the case may be, or any balance the company cannot deliver by reasons of the purchasers default here-under and in either case without prejudice to any claim for damages the Company may have.

Acceptance claims and returns

8. (a) The purchaser shall examine the Goods thoroughly immediately upon receipt and in any event prior to their being processed cut up, changed, treated, joined, re-sold or otherwise dealt with or on behalf of the purchaser.

(b) The Purchaser shall not raise any complaints or claims or be entitled to request the return of any of the Goods or to claim any set-off or reduction in the price here-under in respect of any alleged defects or damage to or unsuitability of the Goods or any other matter whatsoever more than ten days after the relevant delivery note.

(c) Any complaint made to this clause shall be made in writing and shall not be regarded as being validly given unless actually received by the Company at its registered office within the time stipulated.

(d) The purchaser shall be responsible for the insurance and carriage of any part of the Goods which are returned to the company with any complaint.

(e) The Company's liability in respect of any goods proved to be defective is limited to replacing them at the point of the delivery specified hereon and the Company will not be liable for any consequential loss (including loss of profit) suffered by the Purchaser.

9. The Company shall be deemed to have complied with its obligations hereunder if, the items actually delivered comprise 10% more or less (or, are within any greater margin or customary tolerances as to quantity) than the amount specified. The Purchaser shall be bound to accept the quantity of Goods actually delivered within such margin as aforesaid and shall pay for the quantity actually delivered as invoiced.

Payment

10. (a)The Terms of the payment agreed shalt be the essence of this Contract and any discount offered shall only be available if payment of the whole amount is made within the discount period agreed.

(b) Without prejudice to any other remedies of the Company for the late payment and irrespective of whether payment has been formally demanded, the Purchaser shall be liable to pay to the Company interest in respect of late payment at the rate of 2% per month or part thereof.

(c) The Purchaser shall not be entitled to delay or withhold payment or claim any set off against any payment due under this or any contract, either in respect of the Goods or any other reason whatsoever unless such delay, withholding or set off is agreed in writing by the Company.

Passing of risk and title

11. (a) Risk in the Goods shall pass to the Purchaser when the Purchaser or its Agent takes delivery of the Goods or collects them.

(b) Even though risk in the goods has passed in accordance with clause 11A, the Purchaser will not own the Goods until one of the following events occurs:

(i) The Company is paid for the Goods and no other amounts are outstanding from the Purchaser to the Company in respect of other goods supplied by the Company.

(ii) The Purchaser sells the Goods in accordance with this Agreement in which case ownership of the Goods are delivered to the Purchaser's customer.

(iii)The Company waives its rights under clause (11b) m respect of specified Goods whereupon ownership of those Goods will immediately vest in the Purchaser.

(c) Before title has passed to the Purchaser under the terms of Clause 11 hereof and without prejudice to any of its other rights, the company shall have the right to recover and resell the Goods or any of them and may enter the purchaser’s premises by its servants or agents for that purpose

(d) Should the purchaser Alter the goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way, the Company will own the resulting product ("Altered Goods") until payment due under all contracts between the Company and the Purchaser has been made in full and all the Company's rights under these clauses shall extend to the altered Goods.

(e) Until payments due under all contracts between the Purchaser and the Company has been made in full:

(i) The Purchaser shall hold upon trust for the Company the Goods and altered Goods.

(ii) In the event of the sale or hire of the Goods or altered Goods by the Purchaser, he shall hold the proceeds of such sale or hire on trust for the Company in a separate bank account opened by the Purchaser for this purpose.

(iii) The Company may trace all such proceeds of sale or hire charges received by the Purchaser through any bank of other account maintained by the Purchaser.

(iv) In the event of sale or hire of the Goods or the altered Good by the Purchaser in the ordinary course of its business the Purchaser shall assign Its rights to recover the selling or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.

(v)The Purchaser shall not assign to any other person any rights arising from a sale or hire of the Goods or the altered Goods without the express consent of the Company in writing.

(f) As the insurable risk in the Goods shall pass to the Purchaser as soon as the Goods are delivered to him or to his order and pending disposal, the Purchaser shall keep the Goods insured in the amount or the price at which the goods are sold to the Purchaser against all insurable risks. If Goods are destroyed by any insured risk prior to the same being paid for by the Purchaser the Purchaser shall receive the proceeds of the insurance as a trustee for the Company.

Lien and cancellation

12. Until Payment (together with any interest thereon and other charges relative there-to) has been made in full by the Purchaser, the Company shall have a general lien for all such sums over any Goods or materials owned by the Purchaser which are at any such time in the possession of the Company whether under the terms of this or any other Contract.

13. The Purchaser hereby irrevocably appoints the Company to act as its agent in selling the Goods or materials subject to the lien as aforesaid at whatever price the Company deems reasonable and at any time after a) the hen has arisen and b) the Company has given to the Purchaser seven days written notice of its intention to sell and to apply the proceeds of such sale first in the payment of all fees and expense in relation thereto and secondly towards the reduction or discharge of all sums due hereunder from the Purchaser to the Company.

14. (a) If either:

(i) The Company shall become aware of any of the events set out in subclause b) hereofor

(ii) Any payment whether of principal or part thereof payable under this contract or of intere stas herein provided or otherwise due from the Purchaser to the Company hereunder shall become due and remain unpaid or

(iii) Where the Goods form the subject matter of more than one contract between the parties hereto and any payments (whether of principal or interest or otherwise) under any such contract relating to the Goods or part thereof shall become due and remain unpaid or

(iv) any payment due from the Purchaser to the Company under any other contract between them (whether principal interest or otherwise) shall or shall have become due and remain unpaid then, in any such event, the Company shall be entitled to at its entire discretion to suspend this contract or subject as mentioned below to treat this contract as wrongfully repudiated by the Purchaser provided that prior to cancelling this contract or such part thereof as remains unexecuted, without prejudice to any other remedies of the Company provided that prior to cancelling this contract or such part thereof as remains unexecuted by reason of the above, the Company or some person on its behalf shall send to the Purchaser a written demand for payment giving the Purchaser (without prejudice to any accrual in interest) seven days within which to make the payment demanded.

(b) The events referred to in subclause a) above shall be any of the following events:

(i) the Purchaser being an individual becoming a Bankrupt or

(ii) the Purchaser being a partnership. one or more of the individual members (if any) becoming a Bankrupt or any one or more of the corporate members (if any) being in the circumstances referred to in below or

(iii) the Purchaser being a company, a petition being presented for the winding up of the Purchaser or notices being issued to members and creditors of the Purchaser convening meetings of such members and creditors for the purpose of considering a resolution for or connected with the winding up of the Purchaser (other than merely for the purpose or reconstruction or amalgamation) or

(iv) the Purchaser Making any composition or arrangement with its creditors or a receiver or manager being appointed thereto for any purpose whatsoever or

(v) the Purchaser ceasing or threatening to cease carrying for any reason whatsoever or;

(vi) distress or execution being levied against any of the assets of the purchaser or

(vii) a cheque or bill being issued by the Purchaser not being met by the bank or person on whom such cheque or bill is drawn or viii) the company having good reason to believe that the Purchaser is or has or is likely to become unable to pay its debts as they fall due.

(c) If any of the events referred to in sub-clause a) above should take place then and in any such case the Company shall be entitled forthwith with or without employees, representatives or agents to enter peacefully upon the premises of the Purchaser (or if appropriate the consignee or any other appropriate party) for the purposes of identifying, marking, retrieving and removing all or any of the Goods or any of the other Goods at any time supplied by the Company to the Purchaser and which In either case remain wholly or in part the property of the Company by reason of clause 11 hereof or any similar clause in any other contract between the Company and the Purchaser and this contract shall constitute an irrevocable licence by the Purchaser to the Company and for such purpose as aforesaid.

(d) If any payments whether or the principal or part thereof or of interest or otherwise payable under this contract by the Purchaser to the Company shall become due and remain unpaid and shall remain in arrears seven days after a written demand therefore has been sent or on behalf of the Company to the Purchaser, then the Company shall be entitled forthwith at its entire discretion to suspend or cancel all or any part of (so far as the same remain unexecuted) any contract then outstanding between the Company and the Purchaser.

15. In the event of any suspension or cancellation of this contract or any other action taken by the Company pursuant to condition 14 above or in relation to any other action taken by the Company Whatsoever, the Purchaser shall reimburse and indemnify the Company with and in respect of all expenses relative thereto, (including storage costs, further interest charges, carriage and other legal charges and professional fees on a full indemnity basis) and with any loss of profit which the Company shall sustain in connection therewith.

16. For the avoidance of doubt, it is hereby declared that the rights of the Company set out herein are additional to its general rights and remedies.

General

17. Failure by the Company to insist on its full rights as set out under this contract shall not be deemed or construed to as a variation or waiver by the Company of its standard conditions of trading under this or any other contract between the Company and the Purchaser but these conditions shall remain fully operative as the only basis on which the Company trades and the Company shall be entitled to assume that any future orders made by the Purchaser after the date hereof (whether or not similar to the order referred to overleaf) are made upon these standard conditions of trading.

Force majeure etc.

18. (a) The Company shall not be liable for any failure to fulfil in whole or in partly any of its obligations hereunder where such failure is caused or precipitated by governmental directions, embargo or order. quota restrictions. armed conflict, short time. breakdown, strikes, lockouts, delays by subcontractors, commotion or civil disturbance, act of God, riot, tempest, flood, fire, shortage of materials or labour, lack of availability of carriage or other circumstances beyond the reasonable control of the Company and in any such event the Company shall be entitled to suspend, terminate or alter this contract in a reasonable manner by reasonable notice to the Purchaser.

(b) The Company shall be entitled to alter the prices or any other matter in respect of such part of the Goods as remains un-delivered if it considers it reasonably necessary as a result of the Company’s costs increasing owing to any of the matters referred to in condition 18A above, or any increase in customs excise or other duties, any rise in the cost of materials used, or increase in wages, freight rates, insurance premiums, currency fluctuations or any other production or delivery costs increases or other circumstances after the date hereof not within the reasonable control of the Company.

19. Any concession, latitude, waiver or allowance of time expressly or impliedly granted by the Company to the Purchaser in relation to this contract, shall not prejudice the Company with regard to its subsequent enforcement of the terms of this contract as originally drawn.

20. This contract shall not be assigned by the Purchaser without the written consent of the Purchaser.

21. The headings herein shall not affect the interpretation of these terms and conditions.

22. (a) Words importing the neuter gender include the masculine and feminine genders and vice versa.

(b) Words importing the singular number only include the plural number and vice versa.

23. The construction validity and performance hereof shall be governed by the laws of England and all disputes which may arise under out of or in connection or in relation to this contract may be resolved by proceedings taken either in the High Court of Justice, London or the Central London County Court, which Courts shall have Jurisdiction, at the Company’s absolute discretion. The Parties here to agree that the service of any notice in the course of such proceedings at the address given overleaf shall be valid and sufficient.

Miscellaneous

24. The provisions of this agreement shall be severable and if at any time any one or more such provisions is or becomes invalid illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be impaired.