1.              Definitions

ÔSellerÕ                 means Albion Saddlemakers Co. Ltd

ÔBuyerÕ                means the person who buys or agrees to buy the goods from the Seller

ÔConditionsÕ          means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller

ÔDeliveryÕ             means as set out in clause 6.1

ÔDelivery DateÕ      means the date specified by the Seller when the goods are to be delivered

ÔGoodsÕ               means the articles which the Buyer agrees to buy from the Seller

ÔPriceÕ                 means the price for the Goods excluding carriage, packing, insurance and VAT and

ÔLiabilityÕ              means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses) demands, expenses, fines, loss of profits, loss of reputation, judgements, penalties and proceedings and any other losses and/or liabilities

2.              Conditions Applicable

2.1            These conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2            All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3            Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorised representative of the Seller.

3.              The Price and Payment

3.1            The Price shall be the SellerÕs quoted price.  The Price is exclusive of VAT, which shall be due at the rate ruling on the date of the SellerÕs invoice.

3.2            Payment of the Price and V.A.T. shall be due within 30 days of the date of the invoice.  Time for payment shall be of the essence.

3.3            Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Barclays Bank PlcÕs base rate from time to time in force or such higher rate as prescribed by law and shall accrue at such a rate after as well as before judgment.

3.4            If the Buyer fails to make any payment on the due date then without prejudice to any of the Sellers other rights the Seller may

3.4.1                 suspend or cancel deliveries of any articles due to the Buyer and/or

3.4.2                 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit.

4.              The Goods

4.1            The quantity and description of the Goods shall be as set out in the SellerÕs quotation.

4.2            The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that:

4.2.1                 such discrepancy in quantity shall not exceed 5%.

4.2.2                 the Price shall be adjusted pro rata to the discrepancy.

4.3            The Buyer is not permitted to:

4.3.1                 resell the Goods to any party other than to consumers or to a registered dealer of the seller.

4.3.2                 enter into any trade commission sales program except with a registered dealer of the seller.

5.              Warranties and Liability

5.1            The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

5.2            The Seller shall have no Liability for defective Goods where the defect has been caused or contributed to the Buyer to the extent so contributed.

5.3            The Seller shall have no Liability to the Buyer if the price for the Goods has not been paid in full by the due date for payment.

5.4            The Seller shall have no Liability to the Buyer for defective Goods, Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Seller within 24 hours of delivery.

5.5            The Seller shall have no Liability for any defect in the Goods caused or contributed to as a result of the Goods being used for display or demonstration purposes or being handled by the BuyerÕs customers.

5.6            The Seller shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the BuyerÕs continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Buyer.

5.7            The Buyer shall give the Seller a reasonable opportunity to remedy any matter for which the Seller is liable before the Buyer incurs any costs and/or expenses in remedying the matter itself.  If the Buyer does not do so, the Seller shall have no Liability to the Buyer in relation to such matter.

5.8            The Buyer shall produce to the Seller written evidence of any claims for which it is alleged that the Seller has Liability together with written details of how that Liability was caused by the Seller and the steps the Buyer has taken to mitigate the loss before the Seller shall have any Liability for the claim by the Buyer.

5.9            The Seller shall have no Liability to the Buyer for any:-

5.9.1                 loss of profits and/or damage to goodwill;

5.9.2                 pure economic and/or other similar losses;

5.9.3                 special damages;

5.9.4                 aggravated, punitive and/or exemplary damages;

5.9.5                 consequential losses and/or indirect losses; and/or

5.9.6                 business interruption, loss of business, loss of contracts, loss of opportunity and/or production.

5.10         Where any part of the Goods supplied by the Seller to the Buyer includes any component parts in which the Intellectual Property Rights are owned by Genesis Technologies (International) Limited (ÒGenesisÓ) (ÒComponentsÓ), any warranty or guarantee given by the Seller in relation to the Goods in so far as the Goods include Components:

5.10.1              is only that each Component part will singly be free from defects in materials and/or workmanship for a period of 5 years from the date of delivery to or collection by the Buyer; and

5.10.2              the Seller does not give any warranty, representation and/or guarantee of:

5.10.2.1                 the Components once assembled in two and/or more parts; or

5.10.2.2                 the way in which the Components are assembled if anyone other than the Seller assembles the Components and/or disassembles them or any of them.

5.10.3              For the purposes of this clause, ÒIntellectual Property RightsÓ means all intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered) skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in any and all of the Components.

5.11         The Buyer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer (including by maintaining an adequate stock of Goods).

5.12         The SellerÕs total Liability to the Buyer for acts and/or omissions under this Contract shall not exceed the amount paid by the Buyer to the Seller under this Contract in the same relevant 12 month period.  For the purposes of this Clause relevant 12 month period means the 12 months immediately prior to the first acts and/or omissions giving rise to the Liability.

5.13         Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

5.13.1              Liability in contract (including fundamental breach);

5.13.2              Liability in tort (including negligence);

5.13.3              Liability for breach of statutory duty; and

5.13.4              Liability for breach of Common Law and/or under any other legal basis;

except the Clause above placing financial caps on the SellerÕs Liability shall apply once only in respect of all of the said types of Liability.

5.14         Nothing in this Contract shall exclude or limit the SellerÕs Liability for death or personal injury due to its negligence or any Liability which is due to its fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

5.15         All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

5.16         Nothing in this Contract shall exclude or limit any statutory rights which cannot be excluded or limited due to the Buyer acting as a consumer.  Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.

6.              Delivery and Risk

6.1            Risk in the Goods shall pass to the Seller at the time of delivery.  Delivery shall be deemed to occur at the time when a carrier collects the Goods for transport to the Buyer.

6.2            The Seller shall if so requested by the Buyer arrange for carriage of the Goods to the BuyerÕs address.  The cost of carriage and any insurance which the Buyer reasonably directs the Seller to incur shall be reimbursed by the Buyer without any set-off or other withholding whatever and shall be due on the date for payment of the Price.  The carrier shall be deemed to be the BuyerÕs agent.

6.3            The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this Contract of sale.

6.4            The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates entitle the Seller (at the sole option of the Seller):

6.4.1                 without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or

6.4.2                 to treat this Contract as repudiated by the Buyer.

7.              Acceptance of Goods

7.1            The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.

7.2            After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.

8.              Title

8.1            In spite of delivery having been made, property in the Good shall not pass from the Seller until:

8.1.1                 the Buyer shall have paid the Price plus VAT in full; and

8.1.2                 no other sums whatever shall be due from the Buyer to the Seller.

8.2            Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.  The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the SellerÕs property.

8.3            Notwithstanding that the Goods (or any of them) remain the Property of the Seller the Buyer may sell or use the Goods in the ordinary course of the BuyerÕs business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the SellerÕs property by the Buyer on the BuyerÕs own behalf and the buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the SellerÕs money.

8.4            The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller

8.5            Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller.  If the Buyer fails to do so the Seller 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 clause 8.4 shall cease.

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

8.7            The Buyer shall insure and keep insured the Goods to the full Price against Ôall risksÕ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.              Remedies of Buyer

9.1            Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the Contract of sale.

9.2            Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

9.3            The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

10.            Termination on Default or Insolvency

10.1         The Seller may immediately terminate this Contract by written notice if the Buyer:

10.1.1              fails to make any payment when due;

10.1.2              breaches the terms of this Contract (and if remediable the breach has not been remedied within 14 days of receiving notice requiring it to be remedied);

10.1.3              persistently breaches any one or more terms of this Contract;

10.1.4              ceases or threatens to cease to carry on business; and/or

10.1.5              is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances;  

10.1.6              appears to the Seller due to its credit rating to be financially inadequate to meet its obligations under this Contract;

10.1.7              does not obtain the SellerÕs prior approval to any advertising, including but not limited to the SellerÕs prior approval to the inclusion of any of the Goods in any catalogue or website, including in new issues of catalogues or amendments to websites to which the Seller has previously given its approval.  The Buyer agrees to only use marketing materials given to it by the Seller.

10.1.8              in the sole opinion of the Seller becomes unsuitable for promoting its products; and/or

10.1.9              appears reasonably to the Seller to be about to suffer any of the above events.

10.2         If the Seller has the right to terminate this Contract:

10.2.1              the Seller may enter, without prior notice, any of the BuyerÕs premises (or premises of third parties with their consent) where Goods owned by the Seller may be and repossess and use or sell any Goods found which are owned by the Seller so as to discharge any sums due to the Seller under this Contract or any other agreement between the parties;

10.2.2              the Buyer is automatically no longer permitted to re-sell, use and/or part with the possession of any Goods owned by the Seller until it has paid in full all sums due to the Seller under this Contract or any other agreement between the parties (unless the Buyer has obtained the SellerÕs prior written consent);

10.2.3              the Seller may withhold delivery of any undelivered Goods and stop any Goods in transit;

10.2.4              the Seller may withhold the performance of any services and cease any services in progress;

10.2.5              the Seller may cancel, terminate and/or suspend without Liability to the Buyer any agreement between the parties; and/or

10.2.6              all monies owed by the Buyer to the Seller shall immediately become due and payable.

11.            Cancellation

The Seller may cancel this Contract at any time before the Goods are delivered by giving written notice.  On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price.  The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

12.            Headings

All headings are for ease of reference only and shall not affect the construction of this Contract.

13.            Force Majeure

Neither party shall be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

14.            Entire Agreement

14.1         This Contract together with any Order contains the whole agreement between the parties and it supersedes any prior written or oral agreement between them and is not affected by any other promise, representation, warranty, usage, custom or course of dealing.  The parties confirm that they have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract.    Nothing in this Contract shall exclude Liability for any fraudulent statement or act made prior to the date of this Contract.

15.            Indemnity

15.1         The Buyer agrees to indemnify and keep indemnified the Seller against any and all Liability and legal costs on a full indemnity basis suffered and/or incurred by the Seller and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Buyer.

16.            Waiver

16.1         No waiver by the Seller of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

17.            Severance

17.1         The invalidity, illegality or unenforceability of any of the provisions of this Contract shall not affect the validity, legality or enforceability of the remaining provisions of this Contract.

18.            Assignment

18.1         The Buyer shall not assign its interest in this Contract (or any part) without the written consent of the Seller.  The Seller may assign its interest in this Contract (or any part).

19.            Third Party Rights

19.1         None of the terms and conditions of this Contract shall be enforceable by any person who is not a party to it.

20.            Governing Law and Jurisdiction

20.1         This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.