STANDARD TERMS AND CONDITIONS TRADING

DEFINITIONS

1. In these terms and conditions:

1.1 " Buyer" means any person(s) body corporate unincorporated association or entity which contracts with the Seller on the Terms

1.2 "Flags" means any flags banners standards pennants signs and other display materials produced or supplied by the Seller

1.3 "Goods" means any flagpoles goods equipment accessories and materials including Flags sold or supplied by the Seller

1.4 "Premises" means the Seller's premises at Borough Road Darlington County Durham DL1 1SW or any other factory warehouse or site as the Seller may specify from time to time

1.5 " Seller" means Glassfibre Flagpoles Ltd. of Borough Road Darlington County Durham DL1 1SW United Kingdom and/or any of its trading divisions associated or holding companies.

1.6 "Services" means any delivery design transport installation and other services provided by the Seller

1.7 "Terms" means these standard terms and conditions of trading

APPLICATION OF TERMS

2 All contracts for the Goods or Services are expressly subject to and include these Terms which may not be varied except with the Seller's written consent. The Seller will confirm any agreed variations in writing. No purported variation of the Terms by any other method shall bind the Seller. These Terms shall have precedence over any other terms or conditions which any Buyer may seek to impose or enforce.

OFFERS

3.1 Once accepted by the Seller, no offer or order from the Buyer may be varied cancelled or terminated by the Buyer without the Seller's express written agreement.

3.2 Any offer by the Seller shall automatically lapse and shall no longer be capable of acceptance unless BOTH SUCH OFFER AND THESE TERMS ARE ACCEPTED in writing by the Buyer within 60 (sixty) days of the date of such offer.

PRICES AND SPECIFICATIONS

4.1 The price for Goods or Services shall be the Seller's current price AS AT THE DATE OF DESPATCH (for Goods) or THE DATE OF COMMENCEMENT (for Services) which price MAY HAVE BEEN VARIED since the date of the Buyer's order by increases in the cost of materials and labour.

4.2 The Seller reserves the right at all times to vary any specifications and descriptions appearing in the Seller's printed matter. Weights, dimensions and other technical data given originally or subsequently shall be deemed to be APPROXIMATE ONLY .

DELIVERY AND RISK

5.1 No delivery date shall be specified by the Seller until full details and instructions have been received from the Buyer and approved by the Seller.

5.2 No stated date or time of delivery shall be or be deemed to be of the essence of the contract and the Seller shall not be liable for any consequences of delay. The Buyer shall NOT BE ENTITLED TO CANCEL ANY CONTRACT OR CLAIM DAMAGES for late delivery.

5.3 If, having been notified in writing of the Seller's readiness to deliver Goods under any contract, the Buyer shall request the Seller to postpone such delivery those goods shall be placed in a storage area located at the Seller's option and held to the Buyer's order and at the Buyer's cost and risk pending actual delivery in accordance with the contract. In these circumstances, payment of the price for such Goods shall become due on the date when the Seller notifies the Buyer of its readiness to deliver. The Seller's guarantee (if any) shall run from this date.

5.4 Delivery by the Seller shall be to one address only, in one or more consignments at the Seller's sole option but the consignee shall be responsible for off-loading without delay.

5.5 If Goods are delivered in instalments, each instalment shall be treated as a separate part of the contract and no default by the Seller in respect of any part delivery shall affect the due performance of the contract as a whole nor entitle the Buyer to reject the remaining undelivered balance of Goods, withhold due payment or to claim compensation.

5.6 Transport, if included in the price, may be provided by independent carriers or by the Seller's own transport at the Seller's sole option. In either case such transport shall be entirely for the Buyer's own account and at his sole risk.

5.7 Risk in goods shall pass to the buyer upon delivery.

5.8 The Buyer shall give immediate notice in writing to the Seller If Goods are not received by the Buyer within 10 (ten) days of the date of the Seller's advice note.

5.9 Carrier's waybills must be signed "Condition unexamined" and any damage, shortage, or error notified to the Seller and to any carrier within 3 (three) days of their receipt.

GUARANTEES

6.1 Subject to compliance with these Terms generally the Seller guarantees Goods exclusively against either Seller's faulty workmanship or faulty materials for a period of 6 (six) months from the date of despatch from its Premises PROVIDED THAT :

6.1.1 the Buyer has given the Seller specific written notice of any alleged defect within the guarantee period and the Seller has been afforded reasonable opportunity to inspect the relevant goods to identify the nature and extent of the alleged defect and

6.1.2 the Seller's liability shall be limited exclusively at the Seller's option to repairing or replacing the defective goods which shall be sent carriage paid to the Seller's premises at Borough Road, Darlington, Co. Durham DL1 1SW or such other place designated by the Seller on receipt of notice from the Buyer under clause 6.1.1 and

6.1.3 such defective goods may be modified at the Seller's option so as to ensure their satisfactory application and

6.1.4 if replaced, the defective goods shall become the property of the Seller.

6.2 Replacement or repair of defective goods shall not in any way extend the period of guarantee given under clause 6.1.

6.3 No guarantee shall cover willful or accidental damage during or after delivery, fair wear and tear, bad handling, undue strain placed on the goods, unsuitable storage, lack of maintenance or other causes of a like nature.

6.4 Flagpoles supplied by the Seller are guaranteed in accordance with the above terms but accessories for such flagpoles are not.

6.5 If the contract stipulates test or inspection of Goods by or on behalf of the Buyer before delivery, such test and inspection shall be made at the Seller's place of manufacture and shall constitute the Buyer's final opportunity of ascertaining that the Goods are in conformity with the contract. If after reasonable notice the Buyer does not inspect or test Goods or, if having done so at the Seller's place of manufacture, the Buyer does not within 7 (seven) days thereafter notify the Seller in writing of any claim that Goods are not in conformity with the contract (specifying the matters complained of) then the Buyer shall be conclusively deemed to have accepted the goods in accordance with the contract.

PRINTING OF FLAGS

7.1.1 No order for Flags shall be accepted by the Seller unless accompanied by artwork in an electronic format specified by the Seller .

7.1.2 If any Buyer is not able to provide artwork in the specified format the Seller at the Buyer's expense shall use its reasonable endeavours to produce and provide appropriate artwork.

7.2.1 Orders for Flags must specify International Pantone Reference Numbers for all colours required.

7.2.2 Due to the limitations of the production processes and of the materials used the Seller WILL NOT GUARANTEE TO PRODUCE AN EXACT

MATCH for such pantone numbers but shall use its reasonable endeavours to match them as closely as is reasonably practicable.

7.2.3. The Buyer shall not be entitled to rescind any contract for Flags or to claim any compensation if there is any discrepancy in the colour of any Flags

7.3 Due to the production processes involved the number of Flags ordered shall be deemed to be approximate only and the Buyer must accept and pay for variations of +/- ten (10)% of any number of Flags ordered.

7.4 The Seller shall not be liable or responsible in any way to the Buyer for any shortfall of less than 10% on any order for Flags.

INSTALLATION OF FLAGPOLES

•  The Seller will contract to install flagpoles for a Buyer ONLY IF ITS INSTALLATION QUESTIONNAIRE IS FULLY AND ACCURATELY COMPLETED by the Buyer before placing its order.

•  Any drawings or calculations prepared for and supplied to a Buyer in respect of an order for installation services are for information only and shall not form part of any contract.

•  If a Buyer provides inaccurate or insufficient information in the questionnaire additional charges will be raised by the Seller for any consequent work services materials or delays.

•  If a contract for installation services is cancelled less than 72 hours before such installation is due to commence the Seller reserves the right to charge a cancellation fee of 50% of the contract price for such installation.

•  Additional charges and fees will be incurred and payable by the Buyer if any installation is delayed obstructed or cancelled by the Buyer or its servants or agents once it has commenced.

•  The Seller shall not be responsible or liable for damage to any ground or sub-soil surrounding the site of any installation caused during such installation nor for any damage to the structure or site of any installation caused by the use of any flagpole once installed.

FITNESS FOR PURPOSE AND WARRANTIES

9 Except as provided herein any condition, warranty or statement as to the quality of the goods or their fitness for any purpose, whether express or implied by statute, trade custom or otherwise , is hereby excluded.

RETURNS

10.1 Except as expressly provided for under clause 6 or by prior consent of the Seller the Buyer shall not be entitled to return any Goods .

10.2 When Goods are returned by consent of the Seller, a credit note will be issued by the Seller after such Goods have been received at its Premises and have been checked.

10.3 All transport costs for agreed return Goods to and from the Premises including handling, packing and other like charges shall remain the sole responsibility of the Buyer and shall include the cost of reconditioning except where this is covered under the Seller's guarantee contained in clause 6.

PAYMENT

11.1 Payment for Goods shall be made to the Seller at its Premises in accordance with contract.

11.2 The Seller's right to receive payment on due date from the Buyer shall not be affected by any question of erection or assembly of Goods carried out by or on behalf of the Buyer nor by any damage to or loss of Goods in transit.

11.3 The Buyer shall make payment to the Seller within 30 days from the date of invoice and if the Buyer shall fail to make payment within that period then the Seller shall be entitled to charge the Buyer interest upon the balance from time to time outstanding at a rate of two per cent above Royal Bank of Scotland Minimum Lending Rate without affecting the Buyer's remaining or existing liabilities under these Terms.

11.4 When credit facilities have been agreed, the Buyer's failure to adhere strictly to payment or part payment on the due date shall automatically render such credit terms null and void in respect of the unpaid balance and the whole balance of any payment shall immediately fall due to the Seller.

PROPERTY IN GOODS

12 Property in Goods shall not pass to the Buyer until the purchase price (together with any accrued interest) has been paid in full and the Buyer shall be deemed to have granted an irrevocable authority to the Seller to enter onto the Buyer's land or any land over which the Buyer has a right of access for the purpose of removing Goods.

TERMINATION BY SELLER

13. The Seller has the option without prejudice to any other right and remedies under law, either to terminate wholly or in part any or every contract between itself and the Buyer or to suspend any further deliveries due under such contract on the happening of any one of the events:

13.1 when any debt to the Seller falls due to be paid by the Buyer and remains unpaid:

13.2 if the Buyer has failed to take delivery of Goods from the Seller otherwise than in accordance with the contract:

13.3 if the Buyer has ceased to pay its debts in the ordinary course of the Buyer's business (in which case as a condition of resuming delivery under any contract between the Seller and the Buyer the Seller shall be entitled to require prepayment of or such security as may be required for the payment of the price of any further delivery).

RESTRICTIONS OF BUYER'S RIGHTS

14.1 A breach of contract on the part of the Seller shall not entitle the Buyer to claim from the Seller any loss of profit, damage to plant or for any expenses incurred on Goods supplied, or any other special loss or damage sustained by him.

14.2 The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Seller because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of the contract, nor shall the Buyer be entitled to set-off against any amount payable under the contract to the Seller any monies which are not then presently payable by the Seller or for which the Seller disputes liability

INDEMNITY BY BUYER

15 The Buyer shall indemnify the Seller against all claims, demands, damages, penalties, costs and expenses for which the Seller may become liable by reason of the infringement or alleged infringement of letters patent or registered designs arising out of its performance of the contract in accordance with the Buyer's specifications. 

WAIVER, INDULGENCE AND FRUSTRATION

16.1 The Seller's rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver by the Seller in respect of any breach shall operate as a waiver in respect of any subsequent breach.

16.2 The Seller shall be relieved of liabilities incurred under this contract wherever and the extent to which fulfillment of such obligations is prevented, frustrated or impeded as a consequence of strikes, lock outs, breakdown of plant, fire the elements, Act of God, war etc., and more generally any event beyond his control.

JURISDICTION

17 This contract shall be subject to and construed in accordance with the law of England and Wales.