SALES AGREEMENT - TERMS AND CONDITIONS

Absolute Museum & Gallery Products Limited

1. AGREEMENT: Absolute Museum & Gallery Products Limited company number 03715705 (“Absolute”), hereby agrees to sell to Purchaser, and Purchaser hereby orders and agrees to purchase from Absolute, the merchandise described on the face side of this sales agreement (“Merchandise”) under the terms and conditions set forth. No additional or different terms, conditions or modifications hereof, whether contained in any prior offer or proposal of Purchaser, or any acceptance, confirmation or consent by Purchaser subsequent hereto, or otherwise, shall be binding on Absolute unless expressly consented to in a letter signed by Absolute. This shall not constitute an offer or acceptance by Absolute unless signed on the face side by an officer of Absolute. Purchaser is responsible for the cost of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Merchandise.


2. COMPLIANCE; ACCEPTANCE: If the Merchandise or tender of delivery thereof fails in any respect to conform to the agreement of sale between the parties, Absolute, upon timely written notice of such non-conformity, shall have the option to remedy such non-conformity as provided herein. Time shall be deemed not-of-the-essence with respect to dates of delivery of the Merchandise. Purchaser’s acceptance of the Merchandise shall be deemed a waiver of Purchaser’s right to reject the same for non-conformity. Absolute’s non-delivery or default as to delivery of any installment or portion of the Merchandise shall not be deemed a breach of this Agreement and shall not relieve Purchaser from its obligation to accept and pay for any subsequent or prior installment or portion, even though such non-delivery or default substantially impairs the value of the Agreement.


3. WARRANTY; DISCLAIMER: ABSOLUTE WARRANTS THE MERCHANDISE TO BE FREE FROM MATERIAL DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE AND SERVICE FOR A PERIOD OF 12 TO 36 MONTHS AFTER DELIVERY DEPENDING ON THE MERCHANDISE PURCHASED. THE RELEVANT WARRANTY PERIOD WILL BE CONFIRMED AT THE POINT OF SALE OR SET OUT IN THE SALES AGREEMENT. OUTDOOR USE, FAILURE TO FOLLOW ABSOLUTE’S STORAGE, INSTALLATION AND USE INSTRUCTIONS, ALTERING OR REPAIRING WITHOUT ABSOLUTE’S CONSENT OR WILFUL DAMAGE, IS NOT NORMAL USE OR SERVICE FOR ANY OF THE MERCHANDISE. ABSOLUTE’S OBLIGATION UNDER THIS WARRANTY, OR OTHERWISE, IF THE MERCHANDISE SHALL NOT BE IN CONFORMITY WITH THE AGREEMENT OF SALE, SHALL BE LIMITED STRICTLY TO EITHER, AT ITS OPTION, REPAIRING OR REPLACING THE DEFECTIVE OR NON-CONFORMING MERCHANDISE OR REFUNDING THE AMOUNT OF THE PURCHASE PRICE PAID BY PURCHASER FOR ANY SUCH MERCHANDISE WHICH PURCHASER SHALL DEMONSTRATE, WITHIN SEVEN (7) DAYS AFTER DELIVERY, TO BE DEFECTIVE OR OTHERWISE NON-CONFORMING.


4. LIMITATION OF ABSOLUTE’S LIABILITY: Absolute’s liability for breaching of warranty, misrepresentation or non–conformity of the Merchandise shall be limited as provided in section 3 hereof. In the event of any other breach of this Agreement or any provision pertaining to the sale of the merchandise, Absolute’s liability, and Purchasers remedies therefore, shall be limited to the direct damages resulting for such a breach. In no event shall Absolute be liable, whether for breach or otherwise in connection with this sale of the Merchandise for special, incidental, indirect, consequential or punitive damages, lost profits, or cost of procurement of replacement Merchandise. Except as set out herein, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

5. PAYMENT OF PURCHASE PRICE, LIQUIDATED DAMAGES AND PURCHASER’S DEFAULT: Unless otherwise agreed in writing, Purchasers shall pay the purchase price as detailed in the sales agreement. New customers - Receipt of payment will be required prior to any Merchandise being dispatched and title to the Merchandise being passed to Purchaser. the following methods of payment are accepted; Credit cards (except Diners Card), Cheque supported by Bank Guarantee card & BACS – electronic transfer. Corporate and authorized Account customers only - Payment is required within 30 days of the invoice being issued. To be eligible for these payment terms you must either have an existing account with Absolute, which has maintained payment of invoices within 30 days of the invoice being issued, or your organization is publicly funded. These payment terms are subject to approval by a director of Absolute and confirmed in writing. If the Purchaser shall fail or refuse to make any payment pursuant to the terms herein above, Absolute shall be entitled to retain, as liquidated damages, any deposit made, in its entirety. If it is agreed that payment is to be made in full or in part after delivery, should Purchaser fail to make payment hereunder when due, it shall constitute a default and the remaining outstanding balance shall immediately become due and payable, all or any portion if the purchase price not paid when due hereunder shall bear interest at the rate of eight (8%) per annum above the Bank of England base rate from time to time, such interest accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Absolute shall be entitled to recover, in addition to damages resulting from Purchaser’s default, a reasonable amount in respect of legal fees and expenses incurred by Absolute arising from or related to such default.


6. SECURITY INTEREST: DATA PROTECTION Until full payment is received, Purchaser hereby grants a security interest in the Merchandise and the accounts receivable and proceeds thereof and hereby authorizes Absolute to execute in its behalf and to file any requisite financing statements or similar documents to perfect the same.


7. SPECIAL CUSTOMISED PRODUCT ORDERS: If the Merchandise is specially made to Purchaser’s order, Purchaser shall indemnify Absolute against all liabilities, costs, expenses suffered or incurred by Absolute in connection with any claim made against Absolute for actual or alleged infringement of a third party's intellectual property rights arising from the special order. Purchaser’s cancellation of a special order shall be deemed a material breach.


8. FORCE MAJEURE: If the performance of any part of this Agreement by Absolute is prevented, delayed or made impracticable by reason of strike, flood, riot, fire, explosion, war or any other event or cause beyond the control of Absolute such as delays in shipping or customs, Absolute shall be excused from such performance during the continuance of any such performance shall be deemed suspended during the continuance of such event or cause.

9. GENERAL: Any reference to this Agreement shall be construed as referring to the provisions herein contained and any other provisions binding upon the parties with respect to the sale of the Merchandise. This Agreement shall be binding upon and inure to the benefit of Absolute and Purchaser and their respective successors and assigns. No person other than a party to this Agreement or their respective successors and assigns shall have any rights to enforce any term of this Agreement. Purchaser shall not delegate or assign any rights, debts, obligations or claims hereunder without Absolute’s prior written consent. This Agreement embodies the entire understanding and agreement between the parties hereto with respect to the matters and transactions contemplated herein. There shall be no representations, and no modifications or additions hereto except as shall be in writing and signed by the parties. Neither party shall be deemed to have waived any rights hereunder except where written and signed by that party. If any provision or term is found to be void or unenforceable, it shall have no effect on any other provision or term herein. This Agreement and the performance of the parties hereto in connection herewith shall be governed by and construed in accordance with English law. Any disputes, claims or causes of action arising out of or in any way related to this Agreement shall be resolved in the English courts. Any notification or other communication given in connection herewith shall be in writing, given either by: (i) personal delivery or pre-paid post or airmail to an individual party hereto, or partner or officer or director of, respectively, a partnership or corporation or a managing director of any other entity and by receipted facsimile transmission, or (ii) by internationally-recognised, pre-paid overnight courier service. Sending by courier and facsimile shall be to the address and facsimile number on the face hereof unless hereafter changed by notice given in accordance herewith. Such notice or communication shall be deemed given or sent at the later of either, on the date and time of personal delivery or receipted evidence of facsimile transmission, on date and time of signature of courier’s delivery receipt or the date falling 5 business days after posting if sent by pre-paid post or airmail.