1. Definitions

In these conditions “the Company” shall mean Direct Fundraising, “the Goods” shall mean the products supplied by the Company in accordance with these conditions, “the Customer” shall mean the company firm or person buying the Goods from the Company, “the Contract” which shall mean an agreement between the Company and the Customer for the supply of the goods and “an Act of Insolvency” shall mean: –

1. If the Buyer (being a company):

1.1 has a petition presented for its winding up; or

1.2 passes a resolution for voluntary winding up otherwise than for the purposes of a bona fide amalgamation; or

1.3 has an administrative order made in relation to it; or

1.4 compounds with its creditors; or

1.5 has a receiver manager or administrative receiver appoint of all or any part of its assets.

2. If the buyer (being an individual):-

2.3 becomes bankrupt or insolvent; or

2.4 enters into any arrangements with creditors; or

2.5 takes or suffers any similar action in consequence or debts; or carries out or undergoes any analogous act or proceedings under foreign law.

3. Application of Conditions

These conditions apply to all contracts for the sale of goods entered into by the Company. By placing an order with the Company or accepting the Company’s quotation, the Customer agrees to deal with the Company on these conditions to the exclusion of all other terms, conditions, warranties or representations with the exception of any terms specified in writing. No variations to the Conditions shall be binding unless made in writing specifying both which clause is to be varied and the details of such variation signed on behalf of each of the Company and Customer.

4. Accuracy of Description of Goods

All descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s published matter, to include material published on the World Wide Web, are approximate only and none of these shall form part of any contract or give rise to any independent or collateral liability upon the Company being intended merely to present a general idea of the Goods as described therein.

5. Price

All prices quoted are the Company’s current prices at the time of quotation and are the net price unless otherwise stated and is exclusive of any applicable Value Added Tax. The Company shall be entitled to adjust the price of the Goods at any time between the date of confirmation of the order and the date of delivery of the Goods, to take account of any increase in costs incurred by the Company. The Company may also adjust the price if the quantity ordered by the Customer is less then the quantity specified in the Company’s quotation.

6. Delivery

6.1 Delivery shall be deemed to accept the Goods on delivery notwithstanding any late delivery by the Company.

6.2 Time for delivery is not of the essence and dates given by the Company are advisory only. The Company shall not be liable for any loss or damage caused by late delivery or non-delivery.

6.3 The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Where delivery is made by instalments, each instalment shall be construed as the subject of a separate agreement to which all provisions of these conditions shall (with any necessary alterations) apply and any default or breach by the Company in respect of any such instalment shall not entitle the Customer to cancel any other instalment or treat the Contract as a whole as repudiated.

6.4 Where the Company has agreed to deferred deliveries, such deliveries shall be accepted by the Customer within one month from the date of order unless otherwise agreed in writing. If the Customer fails to take delivery within such period, the risk shall pass to the Customer and the balance remaining undelivered together with storage costs shall be invoiced to the customer to the Customer and payment shall become immediately due.

6.5 Goods which the Customer agrees to collect ex works must be collected within seven days of the Company notifying the Customer that the Goods are ready. If the Goods are not collected within this period, the Company shall be entitled to invoice the Customer for the Goods and either to deliver or store the Goods and to charge for delivery and / or storage of the Goods, the Goods being held at the Customers risk.

6.6 Deviations in quantity of the Goods delivered from those stated in the contract shall not give the Customer the right to repudiate the Contract or, to reject the Goods (save insofar as the quantity varies by more than 10% from the amount ordered and such deviation is notified in writing to the company within 7 days from delivery and in any event before the Goods have been used by the Customer) or to claim damages for breach of contract or to make any other claim against the Company and the customer shall be obliged to accept and pay at the contract rate for the quantity delivered (except insofar as the Customer has the right to reject any Goods under these conditions.

7. Payment

7.1 The Customer shall make payment to the Company in respect of all invoices in full and without a deduction or set-off within 30 days of the end of the month in which the invoices are dated.

7.2 The Company reserves the right at any time to demand security for payment before continuing with or delivering any order, and shall be entitled to treat any contract as repudiated if the Customer makes any default in payment or should the Customer be unable to pay its debts within the meaning of the Insolvency Act 1986.

8. Risk and Property

8.1 Risk in the Goods shall pass to the Customer when the Goods are delivered or collected by the Customer or its agent.

8.2 Notwithstanding that risk in the Goods shall have passed to the Customer title in the Goods shall not pass to the Customer until the Customer has paid the Company for the Goods and the Company has received in cash or cleared funds payment in full of the price of the Goods and of the price of any other Goods supplied to the Customer by the Company at any time whether or not the price has become due.

8.3 Until title to the Goods passes to the Customer the Customer shall keep the Goods in good and substantial repair and condition and the Goods shall be stored in such a way as to be clearly identifiable as belonging to the Company.

8.4 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as the Company may in its absolute discretion think fit notwithstanding any purported appropriation by the Customer.

8.5 If any Goods owned by the Company are incorporated into other goods and are not identifiable in and separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Company and shall be retained by the Company for so long as and on the same terms as those on which it would have retained title to the Goods in question.

8.6 Further or alternatively, until ownership of and title to all Goods owned by the Company passes to the Customer, the Customer shall hold the Goods in the Customer’s possession or control as the Company’s fiduciary agent and bailee and shall keep them separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. The Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the entire proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. The Customer shall maintain records of the persons to whom it sells or disposes of the Goods and the payments made by such persons for the Goods and will allow the Company to inspect those records and the Goods themselves on request.

9. Inspection / Storage

9.1 The Customer shall inspect the Goods on delivery or on collect as the case may be.

9.2 In all cases where the Customer complains of defects or shortages with in 7 days of delivery, the Company shall without prejudice to the question of liability generally be under no liability

in any event if it has not been given opportunity to inspect the Goods before they have been used by the Customer.

10. Manufacture

10.1 Materials of higher or equivalent or higher strength may be substituted for materials quoted.

11. Art work and Printing

11.1 When artwork origination and printing stereos are supplied by the Company such items will be charged to the Customer.

11.2 No responsibility will be accepted by the Company for any errors in proofs or printing details which have been passed by the Customer.

11.3 All items owned by the Customer and left at the Company’s premises or handed to an employee of the Company will be held at the Customers risk and should be insured by the Customer and a receipt for such items should be obtained from the employee to whom the items are handed.

11.4 The Company shall not be liable for any imperfect work caused, directly or indirectly, by defects or unsuitability of materials supplied by the Customer.

11.5 The customer is fully responsible for any copyright violations and must have the appropriate permissions from the owners of the brands or logo’s we apply to your products. We will not be held responsible if you do not acquire the correct permissions or application of the correct logo.

12. Warranty

12.1 The Company warrants that it has title to and the right to sell the Goods.

12.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any purpose or any particular purpose and the Customer shall satisfy himself in this respect and shall be totally responsible therefore.

Terms and Conditions of Sale

13. Liability / Exclusions

13.1 Introduction

(a) Nothing in clause 13 shall exclude or restrict the company’s liability for death or personal injury

(b) Each of the sub-clauses in clause 13 is to be treated as separate and independent.

13.2 Defects

(a) The Company will either make good the Goods at its own expense or, at its option, replace the Goods if any defects which the Company is reasonably satisfied are caused by faulty design, manufacture, materials or workmanship are discovered within seven days from the date of despatch. The Company shall not be liable for defects caused by abnormal use, misuse, neglect, fair wear and tear, wilful damage or negligence by the Customer or persons using the Goods or failure to follow the Company’s instruction (whether oral or in writing) or alteration or repair of the Goods without the Company’s approval.

(b) The Customer may only claim the benefit of this clause if he informs the Company of the relevant defect in writing as soon as he discovers it and unless otherwise agreed by the Company he returns the Goods to the Company at his own expense.

13.3 Exclusion of Liability

In consideration of the Company’s obligations under clause 13.2 the Customer agrees that apart from the terms set out herein no other terms, conditions or warranties, express or implied, statutory or otherwise shall form part of the contract.

13.4 Exclusion of Consequential Loss

(a) The Company shall not be liable for any consequential or indirect loss or damage suffered by the Customer howsoever arising whether or not caused by the Company’s negligence (including but not limited to the loss of anticipated profits) other than death or personal injury in connection with or arising out of the furnishing, functioning or use of the Goods, or any items provided, and shall not be liable for any other damages except as provided in this Agreement.

(b) Without Prejudice to the generality of the foregoing, the Company shall not be liable for loss of profits, loss of contracts, and damage to property of the Customer or anyone else whatsoever, howsoever arising and whether or not caused by the company’s negligence.

13.5 Limitation

Without prejudice to the remainder of clause 13 of these conditions or to the company’s other rights hereunder, the Company’s total liability for any on claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not in any event exceed the contract price for the Goods.

14 Indemnity

The Customer shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties caused in whole or in part or arising out of any act or omission of the Customer in connection with the use or storage or sale of the Goods.

15 Assignment

The Customer shall not assign nor transfer nor purport to assign or transfer any contract to which these conditions apply or the benefit therefore to any other person whatsoever except to any company which is its holding company or to any of its wholly owned subsidiary companies or any wholly owned subsidiary companies of such holding company within the meaning of the section 736 of the Companies Act, 1985.

16 Force Majeure

The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control including, for example, acts of God, war, riot, explosion, abnormal weather, fire, flood, strikes, lock outs, government action or regulations (UK or otherwise), delays by suppliers, accidents and shortages of materials, labour or manufacturing facilities.

17 Cancellation

Cancellation of an order for the Goods by the Customer is permitted within seven days of their contract with you, or seven days of receipt of the goods (whichever is the longer) and money will be refunded.  This does not cover delivery charges, which must still be paid.  In the event of cancellation after the 7 day period the Customer will indemnify the Company fully against all expenses incurred by the Company together with the liquidated damages of 15% of the contract price.

17.1 Orders cancelled for goods that include artwork origination may be charged an additional artwork administration fee of £25.00 if our design team have initiated the work.

18 Entire Agreement

The Contract contains all terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements between them, whether oral or in writing, and no representation, undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract. In particular but without prejudice to the generality of the foregoing, the Customer acknowledges that it has not been induced to enter into the Contract by any representation or warranty other than those contained in the Contract. The Customer irrevocably and unconditionally waives any right it may have to claim damages for / or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.

19 Jurisdiction

All contracts between the Company and the Customer shall be governed and by construed in accordance with English law and all disputes arising in relation to such contracts shall be submitted to the non-exclusive jurisdiction of the English courts.