(a) The term “the Company” means the company which, being a member of the Group of Companies of which the holding company is Tag Learning Ltd, accepts or acknowledges an order from or gives a quotation to a Purchase for the supply of goods or services and sells or supplies goods or services to a purchaser.

(b) These conditions shall apply to all orders acknowledgements of order quotations and any other sales and supplies of the Company’s goods and services to the exclusion of any inconsistent terms and conditions proposed by the Purchaser unless the latter are specifically accepted in writing on behalf of the Company. The Purchaser should note that the Company’s agents salesmen or representatives have no authority to agree or accept any amendment or alteration to these Conditions of Sale.

(c) All contracts shall be governed by English Law.

(d) These Conditions of Sale shall apply in substitution for all previous Conditions of Sale and terms upon which the Company and the Purchaser shall have carried on business and shall represent the whole of the Agreement between the Company and the Purchasers to the exclusion of any previous course of dealing trade custom practice or usage.

(b) Where goods are supplied on credit all invoices for goods together with all delivery packaging ex-works delivery or other charges for which the Purchaser is liable shall become due on the earlier of: (i) the last day of the month following the month of delivery of the goods, or (ii) the day when invoices previously rendered by the Company to the Purchaser become overdue for payment

(c) Where services are provided or installation, or contract work is carried out in accordance with the provisions of clause 13 all invoices in respect of the carrying out of the services or installation work shall be payable: (i) within 28 days of the date of the invoice, or (ii) on the date when previous invoices rendered by the Company to the Purchaser become overdue for payment, whichever is the earlier.

(d) The time for payment of the goods and/or services shall be of the essence of the contract.

(e) Where payment is not made on the due date whether credit facilities have been allowed or not, and without prejudice to any other rights which the Company may have arising from non-payment, the following rules shall apply: (i) the Company may charge interest on the overdue amount at the rate of 2% above National Westminster Bank PLC Base Rate calculated on a day to day balance basis and compounded on a calendar monthly basis from the date the payment becomes due until the date the Company receives payment. (ii) the Company may treat any or all other agreements between the Company and the Purchaser as repudiated by the Purchaser without prejudice to any other remedies the Company may have. (iii) the Company may refuse to carry out any other work or supply any other goods to the Purchaser until all payments due or deemed due pursuant to this clause including any interest accrued under paragraph (i) above have been satisfied.

(f) The Purchaser shall not be entitled: (i) to withhold payment of any amount payable pursuant to this contract because of any disputed claim of the Purchaser in respect of defective goods or workmanship or any other alleged breach of contract. (ii) to set off against any amounts payable pursuant to the contract any monies which are not then presently payable by the Company or for which the Company disputes liability.

(g) Where goods are supplied by instalment deliveries the Company shall be entitled to render interim invoices for each instalment. Each interim invoice rendered pursuant to this sub-clause shall be treated as a final invoice and the provisions for payment set out in this clause shall apply as if it were a final invoice.

(h) Payment of all invoices should be made by crossed cheque to the Company's Head Office and it should be noted that no agent salesman or representative has authority to accept or give a receipt for the payment of invoices.

(i) The Company reserves the right to withdraw credit facilities at any time without giving a reason and thereafter all transactions between the Purchaser and the Company shall go on the basis laid down in sub-clause (a) of this clause 4 and all payments in respect of goods delivered and/or services rendered under any other contract between the Purchaser and any company in the group of companies of which the Company is a member shall immediately become due and payable.

(j) The Company reserves the right to suspend or to refuse to carry out any further work or deliveries or to rescind any existing contracts between the Company and the Purchaser for the delivery of goods or provision of services if the Purchaser enters into liquidation, bankruptcy or has a Receiver or Administrative Receiver appointed in respect of any of its assets or a petition is presented or resolution passed for the appointment of an Administrator of or for winding up the Purchaser or the Company in its absolute discretion considers there to be doubt as to the Purchaser's financial position or ability to pay for the goods.

(b) When goods are offered for delivery to site the Company's obligations will be to deliver as near as possible to the site as hard roads permit and not further or otherwise. The Purchase is to provide free of charge the labour required for off-loading and all necessary lifting equipment. The Company will not be liable for any damage or loss caused. The Purchaser shall compensate the Company for any loss or damage suffered by the Company as a result of the Purchaser's failure to comply with this conditions.

(c) The Company will endeavour to deliver the goods and/or provide the service on the dates (if any) specified by its duly authorised representatives but in all cases any dates given for delivery or provision of services are estimates only and the Company will not be liable for any loss, damage or expense suffered by the Purchaser as a result of the Company's failure to deliver the goods or supply the services on any specified date or at any specified time.

(d) The Purchaser shall accept delivery by instalments if required to do so by the Company.

(e) Where goods are supplied to the Company subject to ex Works delivery charges levied by the manufacturer on the Company the Purchaser shall reimburse the Company the amount of the ex-works delivery charges together with the cost of delivery from the Company's warehouse to the Purchaser's premises.

(b) The Company will only replace the products lost or damaged in transit on the proviso that the Purchaser has acted in accordance with clause 6(a) and/or 6(c) (as appropriate).

(c) If goods are damaged in transit or short delivered the Company must be notified within seven days of receiving the goods. If the Purchaser shall fail to give such notice within the specified period the goods shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be deemed to have accepted the same and be bound to pay accordingly.

(b) Before consideration can be given to the acceptance of goods returned for credit the Purchaser must provide the date of original supply and the invoice number on which they were charged.

(c) The Company reserves the right: (i) to refuse to accept any goods which are not in their original condition (ii) to make a 20% re-stocking charge for accepting goods returned for credit to cover administration and other costs involved unless alternative arrangements have been previously agreed by the Company in writing.

(d) If goods are returned for credit without any prior agreement in writing with the Company as provided for in sub section (a) of this clause, the Company does not accept any responsibility for any damage caused to the goods or loss suffered while the goods are in the possession of the Company.

(b) Goods supplied by the Company to the Purchaser shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the purchaser shall have paid to the Company the full price of the goods and any services supplied therewith. TERMS AND CONDITIONS

(c) Until such time as referred to in sub-clause (b) above: (i) the Purchaser shall hold the goods as the Company's fiduciary agent and bailee and shall keep them separate from those of the Purchaser and any third party and properly stored protected and identified as the Company's property. The Purchaser shall be entitled to resell or use the goods in the ordinary course of its business and shall receive as trustee for and account to the Company any proceeds of sale or otherwise of the goods including insurance proceeds whether tangible or intangible. (ii) the Company may require the Purchaser to deliver up any of the goods which are still in existence and have not been resold, and if the Purchaser fails to do so forthwith the Company, its employees or agents, may enter upon the premises of the Purchaser or any third party where the goods are stored and repossess the goods. (iii) the Company may at any time during normal office hours enter the premises of the Purchaser to determine the whereabouts of the goods and the Purchaser's compliance with the provision of this clause 8.

9. WARRANTIES AND LIABILITY

(a) Subject to the conditions set out below the Company warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery.

(b) The above warranty is given by the Company subject to the following conditions: (i) the Company shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the Purchaser. (ii) the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Company's approval. (iii) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment. (iv) the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

(c) Subject as expressly provided in these Conditions, and except where the 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.

(d) 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 Purchase are not affected by these Conditions.

(e) Any claim by the Purchaser which is based on any defect in the quality or condition of the goods or their failure to meet specification.

(f) 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 the Company in accordance with these Conditions, the Company shall be entitled to replace the goods (for the part in question) free of charge or, at the Company's sole discretion, refund to the Purchase the price of the goods (or a proportionate part of the price), but the Company shall have no further liability to the Purchaser.

(g) Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Purchaser by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the 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 the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of goods or their use or resale by the Purchaser, except as expressly provided in these Conditions.

(h) The Company shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control: (i) Act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); (vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery;

(b) The Company reserves the right to refuse to give any discount against the price chargeable to the Purchaser pursuant to clause 3 where the value of the order placed by the purchaser is less than £50 excluding value added tax and delivery charges.

(b) The Company reserves the right to render an interim invoice or invoices in respect of work done up to the date of such invoice or invoices at any time during the term of any contract for the provision of services or installation work and each such invoice shall be payable in accordance with the terms of clause 4(c) hereof.

(c) If interruptions in the initial work programme are experienced then the Company will charge for the additional journeys to and from site at normal day work rates to include labour, mileage, accommodation and plant hire plus any other loss, damage or expenses incurred as a result of the interruption.

(d) The Company shall not be liable for any loss, damage or expense suffered by the Purchaser if any contract is not completed within the time provided in the contract. It should be noted that although the Company will endeavour to complete contracts within any time limits given these are estimates only.

(e) Where drawings are supplied by the Purchaser to quote against the subsequent quotes submitted by the Company to the Purchaser are on the basis of 'as supplied' drawings and the Company done by the Company to rectify such defect or inaccuracy on the basis set out in sub-clause (c) above.

(f) The Company will not carry out any work additional to that originally quoted unless the Purchaser gives a variation order in writing to cover the charges for such work and undertake to pay for such additional work on the basis set out in sub-clause (c) above.

(g) The Company does not accept responsibility for gaining access to the working area except as regards obstruction specifically brought to the Company's attention by the Purchaser at the time of quotation and specifically noted in the quotation. If access to the working area is blocked or prevented by any means not specifically mentioned in the quotation, the Company will provide such necessary equipment and additional labour to obtain access upon the receipt of a written variation order from the Purchaser to pay for such additional work on the basis set out in sub-clause (c) above.

(h) The Purchaser shall be liable for and shall indemnify the Company against any liability loss claim or proceedings whatsoever arising under any statute or at common law in respect of any personal injury to or the death of any person whomsoever arising out of or in the course of or caused by the carrying out of the work on site by the Company unless due to any act or neglect of the Company or of any person for whom the Company is vicariously responsible.

(i) The Purchaser shall be liable for and shall indemnify the Company against any expense liability loss claim or proceedings in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or by reason of the carrying out of the works on site unless the same shall be due to any act or neglect of the Company or any person for which the Company is vicariously responsible.

(j) Without prejudice to the Purchaser's liability to indemnify the Company pursuant to sub-clause (h) and (i) of this condition 13 the Purchaser shall maintain and shall cause any sub-contractor to maintain such insurance as are necessary to cover the liability of the contractor and any sub contractor in respect of personal injuries or death or damage to property real or personal arising out of or in the course of or caused by the carrying out of the contract work for which the Purchaser is liable pursuant to this clause 13 and further the Purchaser shall be responsible for and warrant that the site at which any contract work is to be carried out shall be fully in accordance with the provisions of all statutes regulations statutory instruments codes of practice or other provisions whatsoever relating to the carrying on of work on such a site and in particular observes all safety regulations in relation thereto. The Purchaser shall indemnify the Company against any expense liability loss claim or proceedings arising from a breach of this condition.

14. GOODS NOT BELONGING TO THE COMPANY , PURCHASERS SPECIFICATIONS

(a) The Company does not accept responsibility or liability for any loss or damage suffered by goods belonging to the Purchaser while such goods are in the Company's possession unless such loss or damage arises as a result of the deliberate acts or negligence of the Company its servants or agents.

(b) If the goods are to be manufactured, assembled or otherwise processed in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Company against all loss damage costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any third party which results from the Company using the Purchaser's specification.