IN THESE CONDITIONS:-

The Supplier will supply goods and/or services ("the Supplies") as ordered by the Customer; "The Customer" shall mean the person, firm or company who has ordered the Supplies from the Supplier "The Contract" shall mean the Customer's purchase order and the Supplier's acceptance of it. For the avoidance of doubt as provided in condition 2.1 below, no contract shall come into place unless and until the Supplier accepts the Customer's order and irrespective of any terms of such order these terms and conditions shall apply to all contracts entered into by the Supplier with the Customer.

1. PAYMENT TERMS

1.1 Payment (unless otherwise agreed in writing) is due from the Customer to the Supplier before the provision of the Supplies to the Customer. The Supplier shall have no liability to provide the Supplies or any of them until payment has been received in full, unless otherwise agreed in writing. Irrespective of any other provision of the Contract, any postage shall always be payable with cleared funds, before the provision of the Supplies or any of them, to the extent that the Supplier is required to incur any such postage cost as part of the provision of the Supplies.

1.2 Where credit is granted to the Customer by the Supplier, payment is due within 30 days after invoice and interest will be charged on the overdue amount ("the Debt") from the due date for payment, which interest will be calculated at a rate of 6% above the base rate of Barclays Bank Plc on the Debt outstanding from time to time or (if lower), and in the event of the Supplies being for use in the Customer's business, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

1.3 The Customer shall in addition to interest, fully indemnify the Supplier in respect of any debt collection and/or legal costs and disbursements incurred by it in respect of the recovery of the Debt or any part of it.

2. QUOTATIONS AND CREATION OF CONTRACT

2.1 Quotations indicate the price exclusive of VAT at which the Supplier would be willing to provide Supplies subject to sight of a suitable sample to be provided by the Customer. They are not offers to do work and any order placed on the basis of a quotation must be accepted by the Supplier in writing or by commencement of provision of the Supplies for a contract to arise. Any such contract shall incorporate these Conditions which together with the Customer's purchase order and the Supplier's acceptance and any documents referred to therein shall constitute the entire agreement between the Supplier and the Customer.

2.2 If a quotation is accepted by the Customer by email a legal contract shall only be created once the Supplier has confirmed receipt of the "acceptance of quotation" or commenced the provision of the Supplies.

2.3 Prices shown on the Supplier's quotation are based on a uniform run of the quantity shown. Any variation in the quantity may give rise to a variation in the rates and even if an order is accepted by the Supplier for Supplies different in quantity, the Supplier may vary the price to take account of the variation in direct costs incurred by it resulting from any variation in quantity.

3. PRICE

3.1 The contract price is based on information available to the Supplier at the date thereof and if between that date and the date upon which the services are delivered to the Customer there shall be any variation in the direct cost of materials, labour, insurance, or overheads, the contract price may in the absolute discretion of the Supplier be adjusted to take account of such variation of such direct costs.

3.2 The contract price does not include any charge which may be incurred by the Supplier in rearranging the Customer's merchandise supplied and/or delivered by the customer or its agent. If the Customer also requires inserts to be packaged the inserts must conform to the Supplier's machinery requirements and where possible an example of the insert forwarded to the Supplier for approval. The Supplier shall be entitled to charge for any additional work incurred by the Supplier in rearranging, sorting, cutting, folding or otherwise dealing with the Customer's inserts in order to make them suitable for the Supplier's machinery and the Supplier may request the customer to forward immediately a remittance on account of the additional costs to be incurred, the balance, if any, being charged to the Customer's account.

3.3 Should expedited delivery ( speeded up) be agreed and necessitate overtime or other additional cost, an extra charge, equal to 25% of the quotation relating to such work, will be payable.

3.4 All prices quoted in any quotation, offer or other correspondence are at all times exclusive of value added tax or any other tax duty or like tax or charge which shall be payable in addition to such price.

3.5 Any postage costs quoted at any time are an estimate only. Actual costs are dependent upon the final weight of the item, data quality and geographical spread of data. All postage is payable in full with cleared funds and is payable on or before mailing despatch date.

3.6 Customer's corrections on or after the first proof including alterations in style, type of printing, ink or method of packaging will incur an extra charge. In the event of the Customer approving a proof the Supplier will not be responsible for any error in the proof which has been approved by the Customer and such error shall not entitle the Customer to reject all or any of the finished work.

3.7 Time for payment shall be of the essence of the Contract.

4. DELIVERY AND LIMITATION OF LIABILITY

4.1 The Supplier will use its reasonable endeavours to despatch on the despatch date specified in the order but time shall not be of the essence of the contract in this regard unless otherwise expressly accepted by the Supplier in writing. No liability or responsibility whatsoever shall attach to the Supplier for any delay arising once despatch has taken place.

4.2 The Supplier shall not be liable for any direct or indirect loss or damage arising from failure to deliver or despatch goods in accordance with the contract, or delay in delivery or despatch of goods caused by war, strikes, lock outs, fire, flood, explosion, government restriction, failure to obtain or shortages of materials, by any other cause wholly or partially beyond the Supplier's control. In the event of such failure or delay resulting from negligence by the Supplier, or any of its employees, the liability of the Supplier shall not exceed the proportion of the contract price which is attributable, pro-rata to the goods so affected. Any greater liability on the Supplier and all liability whatsoever for consequential loss or damage is hereby agreed to be excluded. However, nothing in these conditions shall limit or exclude the liability of the Supplier or the Customer for death or personal injury, resulting from negligence or for any damage or liability incurred by either party, as a result of fraud or fraudulent misrepresentation by the other party.

4.3 Where delivery is to be made by instalments, each delivery shall be deemed to constitute a separate enforceable contract and the Supplier shall be entitled to issue and be paid on a separate invoice for each such delivery. Failure to make any one or more deliveries shall not affect the enforceability of the order as to remaining deliveries but the Supplier shall have the right (without prejudice to its rights under condition 13 below) at its absolute discretion to delay any provision of Supplies where there are any unpaid invoices which remain unpaid for more than 30 days after issue.

4.4 The Supplier shall be entitled to make a reasonable charge for the storage of the Customer's property left with the Supplier for more than fourteen days before the commencement of any Contract or for more than fourteen days after notification to the customer of completion of the Contract.

5. MATERIAL SUPPLIED

5.1 The Supplier may reject any paper, film, plate, printed sheets, signatures and other materials supplied by the Customer (the Customer's material) if in its opinion it is unsuitable or of defective quality. Any additional cost incurred shall be charged by the Supplier to the Customer. Such supply of specification must be within 5 working days prior to production and of an adequate quantity to allow for reasonable spoilage, according to the process and length of run. The Customer shall be solely responsible for and shall indemnify the Supplier against any loss or damage resulting directly or indirectly from any delay in the Supplier receiving any Customer's material or from any defect in or unsuitability for the intended purpose of any of the Customer's material. Failure by the Supplier to reject any material shall not imply its suitability nor, unless such failure is due to gross negligence, release the Customer from liability under this Condition.

5.2 Any surplus of materials supplied by the Customer will only be returned on completion of the contract to the extent that the same exceeds 10% of the delivery orders, other materials being retained by the Supplier for use or disposal as it wishes.

6. CONFIDENTIALITY

6.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents, consultants or subcontractors and any other confidential information concerning the Supplier's business or its products which the Customer may obtain. The Customer may disclose any such information as may be and only to the extent required by law, court order or any governmental or regulatory authority to be disclosed.

7.LIEN

Without prejudice to other remedies, the Supplier shall in respect of all unpaid debts due from the Customer have a general lien over all materials, data and property in its possession and shall be entitled on the expiration of fourteen days notice to the Customer to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts.

8.FORCE MAJEURE

Neither the Supplier nor the Customer shall be liable to the other, or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform any of its obligations, if the delay or failure was due to any cause beyond that party's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:

8.1. Act of God; explosion, flood, tempest, or fire.

8.2. Act of war or threat of war sabotage insurrection, civil disturbance or requisition.

8.3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or local authority.

8.4. Import or export regulations or embargoes.

8.5. Strikes lock-outs or other industrial actions or trade disputes.

9. RISK

The Supplier shall use its reasonable endeavours to keep safe any goods or materials of the Customer in the Supplier's possession, but such goods and materials will be held at the same Customer's risk in all aspects. Subject to the following proviso, the Supplier shall not be liable for any loss or damage whatsoever, whether direct, or consequential, howsoever caused or suffered, in relation to such goods and materials provided that in the event of such loss or damage arising as the result of the negligence of the Supplier or its employees, the liability of the Supplier shall not exceed that proportion of the contract price which is attributable pro rata to the goods or materials so affected. Any further liability on the Supplier and all liability whatsoever for consequential loss is hereby agreed to be excluded. The Customer shall insure any such goods and materials against loss or damage.

10. CUSTOMER'S INDEMNITY

The Customer hereby undertakes fully and effectually to indemnify and to keep indemnified the Supplier from and against all costs, expenses, damages and losses, arising directly or indirectly from or in connection with any third party claims or proceedings whatsoever (including claims or proceedings settled by the Supplier at its discretion) in respect of any Supplies by the Supplier pursuant to the Contract. The foregoing includes (but not by way of limitation) claims or proceedings relating to copyright, trade marks, patents and other industrial property.

11. VARIATIONS

11.1 Neither the Supplier nor the Customer shall be bound by any variation of or addition to these conditions except as agreed by both parties in writing and signed on their behalf.

11.2 No employee or agent of the Supplier has authority to give any representation or warranty as to the efficacy, safety suitability or otherwise of the goods, work or materials supplied or used.

12. CANCELLATION

If a request is made for any alteration to or cancellation of any Contract which is accepted by the Supplier then the Supplier may raise an invoice for costs incurred for work already completed in preparation of the order, which the customer will be liable for.

13. TERMINATION

13.1 Without prejudice to any other rights or remedies which it may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if the Customer fails to pay any amount due, under the Contract, on the due date for payment and remains in default for not less than 7 days after being notified in writing to make such payment. Or, the Customer commits a breach of any of its obligations under the terms of this Contract (and which it fails to remedy if capable of remedy, within 7 days of being notified in writing of the relevant breach). Or the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (being an actual person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing. In either case, within the meaning of Section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply or if there is a change in control of the Customer.

13.2 On the termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest due thereon.

13.3 On the termination of the Contract for any reason, the Supplier may submit an invoice in respect of any Supplies provided but for which no invoice has been submitted (or to the extent that any work has been carried in anticipation of any Supplies that have not yet been provided), which invoices shall be payable immediately on receipt and the accrued rights or liabilities of the parties as at termination shall not be affected.

14. RETENTION OF TITLE

All and any goods provided by the Supplier to the Customer shall remain the property of the Supplier until it has received payment in full of all sums due to it from the Customer whether in respect of the relevant Supplies or otherwise. The Customer shall retain such Supplies in its possession and not dispose of the same until such payment in full has been made.

15. DATA PROTECTION

15.1 The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier.

15.2 The Customer acknowledges that it has provided any names address and other details of persons to whom mailings are to be sent and that the Customer is responsible for full compliance with any data protection legislation and other similar regulations and will fully and effectually indemnify the Supplier in respect of any breach of such data protection matters.

16. WAIVER

16.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given.

16.2. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

16.3 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

17. SEVERANCE

17.1. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

17.2. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

18 ASSIGNMENT

18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.2 The supplier may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

18.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.