THE OPEN HOUSE DESIGN COMPANY TERMS AND CONDITIONS OF SALE

In these Terms and Conditions "the Seller" means The Open House Design Company Limited, "the Purchaser" means the person, firm or company at whose request goods are supplied by the Seller; and "goods" means any goods supplied to the Purchaser under the contract.

These Terms and Conditions comprise the only terms and conditions upon which the Seller will do business with the Purchaser and shall prevail notwithstanding any printed or other conditions contained in any purchase order acceptance of estimate or estimate proffered by the Purchaser or otherwise brought to the Sellers notice by the Purchaser.

No other agreement representation promise undertaking or understanding of any kind unless expressively accepted in writing by the Company Secretary on behalf of the Seller shall alter, vary, supersede or operate as a waiver of these Terms and Conditions. The headings are for convenience only and shall not affect the construction or interpretation1. CONTRACT

The Purchaser's order to the Seller is an offer to enter into contract upon these Terms and Conditions. Acceptance occurs and the contract is formed only upon the Sellers sending to the Purchaser its Order Confirmation. A quotation by the Seller does not constitute an offer.2. PRICE

Unless otherwise stated in the Sellers Order Confirmation the prices quoted are unpacked delivered to the Purchaser's premises or in the case of export sales, unpacked ex-works. The Seller reserves the absolute right to charge for the cost of any packing, insurance and/or carriage in addition to the price. Prices quoted are in accordance with the Sellers price list current at the date of the Sellers quotation. The Seller reserves the right to vary the price of goods by any amount attributable to

a) any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any other costs of whatsoever nature between the date of the contract and the date of delivery; and/or

b) a change in, or delay, or insufficiency of the Purchaser's instructions.

All prices are quoted exclusive of value added tax and/or any other sales taxes from time to time in force.3. DELIVERY

In respect of export sales and unless otherwise stated in the Seller's Order Confirmation, goods shall be supplied ex-works and delivery shall take place and risk shall pass upon the date notified by the Seller to the Purchaser (or any carrier designated by the Purchaser in writing for this purpose) that the goods are available for collection at the premises of the Seller.

In all other cases, delivery shall take place and risk shall pass upon the Seller delivering the goods to the premises of the Purchaser or to such other premises as may be nominated by the Purchaser for this purpose in writing.

Delivery dates are estimates only and the Seller will not be liable to the Purchaser for any loss or damage sustained by the Purchaser as a result of the Sellers failure to comply with such delivery dates.

The Purchaser shall not be entitled to refuse to accept late delivery or to treat late delivery as a breach of contract.

The Seller may at its option deliver by instalments.

Where goods are ready for delivery the Seller may agree to postpone delivery at the request of the Purchaser provided that the Purchaser pays the full price of the goods to the Seller immediately.

The seller may store the goods at its own premises or elsewhere at the Purchasers sole risk and all storage, insurance and transport costs in connection therewith shall be paid by the Purchaser.

If the seller does not agree to postpone the delivery the Seller may at its option treat the contract as repudiated by the Purchaser in which event the Seller shall (without prejudice to any other rights or remedies in respect of such repudiation) be entitled to sell the goods and to retain the proceeds of sale.4. LOSS OR DAMAGE IN TRANSIT

a) The Seller shall not be liable for any loss or damage to goods in transit unless:

i) the Seller has agreed to effect delivery to a place other than the Sellers premises;

and

ii) the loss or damage occurs prior to arrival at the agreed delivery point; and

aa) written notice of the damage or shortage is given to the carrier and to the Seller within 3 days of arrival of the goods at the agreed

delivery point and is followed by the submission by the Purchaser of a complete claim in writing within 4 days thereafter; or

bb) in the case of total loss written notice of non-arrival is given to the carrier and the Seller within 10 days of the date on which the carrier arrived at the agreed delivery point or in the case of goods shipped by sea within 10 days of the date of issue of dispatch note.

b) The Seller's liability for goods lost or damaged in transit shall in all circumstances be limited to (at the Seller's option) the repair or replacement or crediting of the purchaser with the invoice value of the goods in question.5. INSPECTION

a) the Purchaser shall inspect the goods immediately upon the receipt and shall subject to paragraph (b) below be deemed to have accepted the goods as delivered.

b) the Seller shall not be liable for defects or shortages discoverable on a reasonable inspection of the goods unless:

i) the Purchaser notifies the Seller within 7 days of delivery of any alleged defect or non-conformity with the contract;

and

ii) the goods are preserved intact as delivered for a period of 14 days from notification of the claim within which time the Seller and/or any person nominated by the Seller shall have the right to attend at the Purchasers premises or other nominated premises to investigate the Purchaser's complaint.

c) the Seller shall make good any shortages and defects notified to it under paragraph (b) above accepted by the Seller as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage or defects.6. GUARANTEE

a) the only warranty given or representation made by the Seller is that goods will at the date of delivery be free from any material defects arising from faulty materials or workmanship other than any defects:

i) caused or aggravated by any act or omission on the part of the Purchaser or its customers including without limitation any improper or faulty handling or processing;

and/or

ii) caused by normal wear and deterioration; and/or

iii) appearing after the Purchaser or its customers have made any modifications or alterations to the goods; and/or

iv) drawn to the attention of the Purchaser or which was ought to have been discovered on any examination of the goods by the

Purchaser prior to delivery.

b) If any goods do not conform to the above warranty the Seller at its option:

i) replace the goods found by the Seller not to conform to the warranty; or

ii) take such steps as the Seller deems necessary to bring such goods in to a state where they are free from such defects; or

iii) take back such goods found not to conform to the warranty and refund the appropriate part of the purchase price;

and

iv) refund the cost of carriage incurred in returning at the Seller's request non-conforming goods to the Seller.

c) The warranty contained in paragraph (a) above is conditional upon;

i) the Purchaser giving written notice to the Seller of the alleged material defect in the goods such notice to be received by the Seller within 7 days of the date upon which the purchaser is notified by its customers of the material defect and in any event within a period of 12 months from delivery of the goods provided that satisfactory evidence of such date shall have been provided to the Seller. In the absence of such satisfactory evidence the date of the Sellers invoice shall be deemed to be the date of delivery for these purposes:

ii) the Purchaser affording to the Seller a reasonable opportunity to inspect the goods and if so requested by the Seller arranging the return of the allegedly defective goods to the Seller's works carriage pre-paid for inspection to take place there; and

iii) the goods having been properly stored and/or used; and

iv) no further use of the goods that are alleged by the Purchaser to be defective being made after the time at which the Purchaser discovers or ought to have discovered the material defects.

The conditions contained in this paragraph (c) shall apply in addition on delivery to any part of the goods which are repaired or replaced.7. PAYMENT

Payment in full by cash, credit card or cleared funds is required on or before delivery unless credit arrangements have been previously agreed.

Subject to the provisions of condition 9 (f) below and to satisfactory trade, bank and other requisite references and where no other terms of payment have been made specifically agreed in writing by the Seller cash payment of the price in full must be received by the Seller by the 20th day of the month following the date of invoice unless any sums due to the Seller from the Purchaser under any other contracts are outstanding in which event the price must be paid in full in cleared funds before delivery.

Time for making the payment shall be of the essence of the contract.

Failure by the Purchaser to pay any sums owing to the Seller under this or any other contract will result in all indebtedness of the Purchaser to the Seller (whether pursuant to this contract or otherwise) becoming immediately due and payable and in addition entitles the Seller at its option (and without prejudice to any other right or remedy which the Seller may have in respect thereof) to withhold deliveries or to cancel this contract or the balance thereof.

The Seller reserves the right ay any time in its absolute discretion:

a) to demand security for payment before continuing with an order or delivery of goods or any instalment; and/or

b) if the Seller has reasonable doubts about the Purchasers ability or willingness to pay on the due date to cancel the contract or to postpone delivery until payment is received.

In addition and without prejudice to any other rights of the Seller late payment shall entitle the Seller at its option to charge interest on all overdue balances at the rate of 2 per cent per annum above the base rate of Nat West Bank Plc, from time to time in force and shall be calculated and accrue on a day to day basis from the date on which the payment fell due until payment (whether made before or after judgement has been obtained by the Seller against the Purchaser).

The Seller may at any time in its absolute discretion appropriate any payment made by the Purchaser in respect of goods to such outstanding debt as the Seller thinks fit notwithstanding any purported appropriation to the contrary by the Purchaser.8. FORCE MAJEURE

The Seller shall not be liable to the Purchaser for any loss or damage caused by any delay in the performance or any non-performance of any of the Seller's obligations hereunder where the same is occasioned by any cause whatsoever beyond the Seller's control including but not limited to Acts of God, legislation, war, civil commotion, strike, lock-out, trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire, flood, drought or failure of power supply.

Should any such event occur the Seller may cancel or suspend this contract in whole or in part or act in accordance with the provisions of condition 12 without incurring any liability to the Purchaser for any loss or damage thereby occasioned.9. RETENSION OF TITLE

a) Until such time as the Seller shall have received payment in full of all sums owed to it on any account by the Purchaser (whether arising under this or any other contract) legal and beneficial title in and ownership of all goods supplied ("the Goods") shall remain with the seller.

b) The Purchaser shall at its risk and expense insure all Goods supplied by the Seller from the date of delivery for their full replacement value against all risks and keep all Goods safe and in good condition stored separately and clearly identifiable as the Seller's property with all identifying marks intact and legible.

c) The Purchaser may use or sell the Goods or any of them in the ordinary course of its business on the basis that any proceeds of sale shall be held in trust by the Purchaser for the Seller absolutely.

The Purchaser's rights under this condition shall be conditional upon the Purchaser including a retention of title condition substantially in the form of that contained at condition 9 (a) above in all contracts entered into by the Purchaser for the sale of Goods in any of them.

d) The Purchaser's rights under condition 9 (c) shall terminate:

i) immediately on notice from the Seller; or

ii) immediately and automatically on the presentation of a petition for the winding-up of the Purchaser or for the appointment of an administrator of its undertaking (whether it be a company or partnership) or if the Purchaser is an individual on the presentation of a bankruptcy petition or an application for an interim order under Part VIII of the insolvency Act 1986 if the Purchaser has an administrator, receiver or administrate receiver appointed over any of its assets or undertaking or if the Purchaser resolves or goes into voluntary liquidation (other than for the purposes for a bona fide reconstruction or amalgamation of a solvent company) or if the Purchaser proposes or makes any voluntary arrangement with its creditors or if the Purchaser ceases to carry on business or if the Purchaser is unable to pay its debts (in the case of a company) within the meaning of section 123 of the Insolvency Act 1986 or (in the case of an individual) section 268 of the Insolvency Act 1986 or upon the happening of any equivalent event under the laws of any relevant jurisdiction.

e) The Seller may at anytime enter the premises of the Purchaser or of any third party where the goods are stored for the purpose of inspecting the Goods and identifying them as the Seller's property and upon termination of the Purchaser's powers of use and sale under condition 9 (c) above may repossess them and the Purchaser irrevocably authorises the Seller to enter upon such premises for those purposes.

f) Upon the termination of the Purchaser's powers of use and sale under condition 9 (c) above the price for all goods delivered but not paid for in full shall become immediately due and payable notwithstanding the provisions of condition 7 above and in addition the Seller shall be entitled at its option

(i) to cancel all or any part of any orders for goods placed with it by the Purchaser and not yet delivered (whether or not accepted or whether or not under any other contract) and/or

(ii) to deal direct with any customers of the Purchaser in which case any proceeds of any sale to such customers shall belong to the Seller absolutely.10. LIMITS OF LIABILITY

a) Photographs, illustrations, specifications and publicity material are intended to give a general idea of the goods portrayed.

They do not constitute a description of the goods nor shall they be taken as representations made by the Seller.

Recommendations as to the maintenance of fabrics and materials are given in good faith.

Neither those recommendations nor any photographs, illustrations, specifications or other publicity material relating to the goods from part of the contract and the Seller shall have no liability in respect thereof to the Purchaser.

b) The Seller's liability under conditions 5 and 6 shall be accepted by the Purchaser in lieu of any warranty or condition whether express or implied by law as to the quality or fitness for any particular purpose of the goods and save as provided in these Terms and Conditions the Seller shall not be under any liability to the Purchaser whether in contract, tort or otherwise for any defects in the goods, materials supplied or workmanship performed by the Seller or for any damage or loss resulting from such defects and the Purchaser shall indemnify the Seller against any claims in respect thereof.

c) The Sellers shall not be liable whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss whatsoever nature suffered by the Purchaser or for Special Damages, loss of use (whether complete or partial) of the goods or loss of profit or of any contract.

d) The Seller's total liability for all claims arising out of this contract (whether due to the Seller's negligence or otherwise) shall not exceed the purchase price of the goods in issue.

e) Nothing in this condition 10 shall be construed as limiting or excluding the Seller's liability under part 1 of the Consumer Protection

Act 1987 or for death or personal injury resulting from its negligence (as defined in Section 1 of the Unfair

Contract Terms Act 1977).11. CANCELLATION

The contract is not cancellable by the Purchaser without the prior written consent of a director or other authorised person on behalf of the Seller.

The Seller will not consent to cancellation of orders of goods made to the Purchaser's specific requirements.12. NO WAIVER

No waiver of any of the Seller's rights under the contract shall be effective unless in writing signed by the Company Secretary on behalf of the Seller.

A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Seller's rights in relation to different circumstances or the re-occurrence of similar circumstances.13. LAW

These Terms and Conditions shall be governed by and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to decide any disputes.

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