COST VARIATION

(a) Quotations are based on the current costs of production and are subject to amendment by SofaFactory on or at any time after acceptance to meet any rise or fall in such costs.

(b) All quotations are made and all orders are accepted subject to these Conditions of Trading and no variation thereof is valid or permitted unless made or authorized in writing by a Director of SofaFactory .

(c) Quotations shall be available for acceptance for a period of 30 days from the date hereof and may be withdrawn by Blue Mushroom Ltd within such period at any time without notice.

PRELIMINARY WORK

Work carried out whether experimental or otherwise at the Customer’s request will be charged.

PROOFS

Author’s corrections including alterations in style, and the cost of additional proofs necessitated by such corrections will be charged extra. Proofs of all work may be submitted for Customer’s approval and in that event no responsibility will be accepted for any errors in work not corrected by the Customer.

DELIVERY AND PAYMENT

(a) Delivery of work shall be accepted when tendered and thereupon or on notification that the work has been completed payment shall become due.

(b) Time for delivery is not guaranteed and shall in no circumstances form part of any contract between SofaFactory and the Customer. The Customer shall have no right of action for damages or to cancel the order in the event of failure to meet any delivery date whether expressly stated or otherwise for whatever reason the same shall have occurred.

(c) Cancellation will only be agreed by SofaFactory on the condition that

(i) all costs and expenses incurred by SofaFactory up to the time of cancellation and,

(ii) all loss of profits and other loss or damage resulting to Ctraders by reason of such cancellation (as to all of which the Certificate of SofaFactory Auditor shall be final and conclusive) will be reimbursed by the Customer to SofaFactory forthwith.

(d) Any special terms of payment on any particular Contract shall be subject to prior negotiation but once determined shall constitute a term of the contract. If advance payments are provided for, the payment must be received by SofaFactory on or before the date. In the event of the Customer failing to make payment in accordance with the foregoing provisions or the contract terms within 30 days the Customer shall pay to SofaFactory interest on the contract price outstanding at the rate of 3% per calendar month. Prices in respect of deliveries shall become due for payment 30 days after the date of delivery. The time of payment is the essence of the contract and payment at a due date is a condition precedent to further deliveries.

(e) Should expedited delivery be agreed and necessitate overtime or other additional cost then extra charges may be made.

(f) Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days SofaFactory shall then be entitled to payment for work already carried out and materials specially ordered.

VARIATIONS IN QUANTITY

Every endeavour will be made to deliver the quantity ordered but quotations are conditional on a margin of 10% being allowed for overs or shortage, the same to be charged or deducted pro rata.

CLAIMS

Claims arising from damage, delay or partial loss of goods in transit must be made in writing to SofaFactory so as to reach them within 3 days of delivery, and claims for non-delivery within 28 days of dispatch of the goods. All other claims must be made to SofaFactory within 10 days of delivery.

LIABILITY

(a) SofaFactory shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the Customer arising from delay in transit.

(b) Where work is defective for any reason, including negligence, Blue Mushroom Ltd liability (if any) shall be limited to rectifying such defect.

STANDING MATTER

(a) Metal, film, glass and other materials used by Blue Mushroom Ltd in the production of type, plates, moulds, stereotypes, electrotypes, film setting, negatives, positives and the like shall remain the exclusive property of Blue Mushroom Ltd.

(b) Type may be distributed and lithographic, photogravure or other word effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event rent may be charged.

CUSTOMER’S PROPERTY

Customer’s property and all property supplied to SofaFactory by or on behalf of the Customer will be held, worked on, and carried at Customer’s risk. Responsibility will not be accepted for imperfect work caused by defects in or unsuitability of material so supplied.

MATERIALS SUPPLIED BY CUSTOMER

(a) SofaFactory may reject any paper, plates or other materials supplied or specified by the Customer which appear to Blue Mushroom Ltd to be unsuitable. Additional cost incurred if materials are found to be unsuitable during productions may be charged.

(b) Where materials are so supplied or specified responsibility for defective work will not be accepted by SofaFactory unless it is due to its failure to use reasonable skill and care.

(c) Quantities of materials supplied shall be adequate to cover normal spoilage.

GENERAL LIEN

(a) Unless SofaFactory shall otherwise specify in writing all goods manufactured for, or supplied or sold by SofaFactory to the Customer shall be and remain the property of SofaFactory until the contract or purchase price is paid in full and irrespective of any subsequent sale to a third party and notwithstanding that

1. i) The Customer or the Customer’s agent may obtain possession of the goods and
2. ii) That the risk in the goods shall pass to the Customer on their delivery who should therefore insure the same.

(b) Should the goods become constituents of, or be converted into other products while subject to Blue Mushroom Ltd’ legal or equitable and beneficial ownership, property in such other products shall continue as if they were solely and simply the goods, and accordingly condition (a) hereof shall as appropriately apply to such other products.

(c) In the event of the Customer reselling or otherwise disposing of

the goods or any part thereof, before the property therein has passed to the Customer then the Customer will, until payment in full to SofaFactory of the price of the goods hold in trust for SofaFactory all of the Customer’s rights under any such contract of resale or any other contract in pursuance of which the goods or any part thereof disposed of, or any contract by which property comprising the said goods or any part thereof is to be disposed of, and any monies or other consideration received by the Customer thereunder.

(d) If the Customer being an individual (or, when the Customer is a firm any Partner in that Firm) shall at any time become bankrupt, or shall have a Receiving Order or Administration Order made against him or shall make any composition or arrangement with, or for the benefit of his Creditors, or shall make any Conveyance or Assignment for the benefit of his Creditors or shall purport to do so, or if in Scotland he shall become insolvent or not our Bankrupt, or any Application shall be made under any Bankruptcy Act for the time being in force for sequestration of his Estate or a Trustee shall be granted by him on behalf of his Creditors, or if the Customer, being a Company shall pass a resolutions, or the Court shall make an Order that the Company shall be wound up (not being a Member’s Winding Up for the purpose of reconstruction or amalgamation) or if the Receiver, or Manager on behalf of a Creditor, shall be appointed, or if circumstances shall arise which entitle the Court or a Creditor to appoint a Receiver or Manager, or which entitle the Court to make a Winding Up Order then:

1. i) It is hereby expressly provided that the goods in the possession order or disposition of the Customer at any of the aforesaid time shall not be deemed to be in the Customer’s said possession in such circumstances that the Customer is the reputed owner thereof and
2. ii) The right of the Customer to possession of the goods shall cease and SofaFactory shall be at liberty:

(a) To cancel the Order summarily by Notice in Writing without compensation to the Customer or

(b) To give any such Receiver or Liquidator or other person the option of carrying out the contract or

(c) To enter upon the Customer’s or the Customer’s Agent’s premises to recover the goods and Blue Mushroom Ltd is expressly authorized to do so.

COPYRIGHT

The Copyright of all drawings and designs submitted remains the property of SofaFactory .

ILLEGAL MATTER

(a) SofaFactory shall not be required to print any matter which, in Blue Mushroom Ltd’ opinion is or may be of an illegal or libelous nature.

(b) SofaFactory shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libelous matter printed for the Customer or any infringement of copyright patent or design.

PERIODICAL PUBLICATIONS

A contract for the printing of periodical publications may not be terminated by either party unless written notice is given as follows: Nature of publications Length of notice (given at any time) Weekly/Fortnightly/Monthly 13 weeks Two Monthly/Quarterly 26 weeks Nevertheless SofaFactory may terminate such contract forthwith should any sum due thereunder remain unpaid.

FORCE MAJEURE

Every effort will be made to carry out the contract but its due performance is subject to cancellation by SofaFactory or to such a variation as SofaFactory may find necessary as a result of inability to secure labor, material or supplies, or as a result of any Act of God, War, Strike, Lockout or other labour dispute, fire flood, drought, legislation or other cause (whether of the foregoing class or not), beyond Blue Mushroom Ltd control.

LAW

These conditions and all other Express Terms of the Contract shall be covered and construed in accordance with the Laws of England.

TAX

SofaFactory shall be entitled to charge the amount of any tax payable whether or not included in the quotation or invoice.

OUTSTANDING ACCOUNTS

An account will be defined as outstanding after a lapsed time of 30 days from date of invoice. SofaFactory reserves the right to charge interest on any outstanding accounts at the rate of 3% per month for each month or part that remains outstanding.

LEGAL COSTS

SofaFactory reserves the right to charge legal or other costs incurred in placing any outstanding accounts into the hands of our Trade Collection Agency or solicitors.