1.1 In these Conditions:-
­“the Buyer” means the Person who accepts a quotation of the Seller for the sale of the Goods or whose orders for the Goods is accepted by the Seller;
“the Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires)includes any special terms and conditions agreed in writing between the Buyer and the Seller and specified herein or overleaf;
“the Contract” means the contract for the purchase and sale of the Goods;
“the Goods” means the goods (including any instalment of the Goods or any part of them) which the Seller is to supply in accordance with these Conditions and as described on the face hereof;
“Person” means an individual or a body corporate or unincorporate or a partnership and “Persons” and shall be construed accordingly;
“the Seller” means Powerplay Brands Limited (registered in England under number 6072257);
“the Specified Events” means the events set out in clause 15.5;
“Writing” shall have the ordinary meaning ascribed to it, including type written documents or communications and shall
include telex, cable, facsimile transmission and comparable means of communications.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Except where the context otherwise requires words herein denoting the singular include the plural and vice versa; words denoting any one gender include all genders.
1.4 Reference to clauses are, unless the context otherwise permits, reference to clauses of these Conditions.
1.5 Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract.

2.1 The parties to these Conditions are the Seller and the Buyer. All transactions as between the Seller and the Buyer are as between principal and principal and are subject to the following expressed conditions.

3.1 The Contract between the Seller and the Buyer cannot be varied, altered or excluded unless such variation, alteration or exclusion is agreed between the parties in Writing between the authorised representatives of the Seller and the Buyer (being in the case of the Seller a Director of the Seller) and signed by the parties to be bound.

4.1 Any concession, latitude or waiver allowed by the Seller at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Seller otherwise exercising its full rights under the Contract and these Conditions. Any failure or delay by the Seller in enforcing any of its rights or remedies  under the Contract or at Law, will not be construed as a waiver of such right or remedy or any of such other rights or remedies.

5.1 The Contract between the Seller and the Buyer shall only become binding upon the confirmation of acceptance in Writing of any order by the Seller and signed by the Seller’s duly authorised representative and all quotations or tenders made and price or product lists supplied by the Seller shall be treated as invitations to treat only.
5.2 The Seller reserves the right to accept or refuse orders. The Seller also reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of the Buyer’s commitments (including in particular, without limitation, the payment on the due dates for Goods delivered) with the Seller not being met. The Seller reserves the right to refuse, modify or renegotiate orders in the event of changes in HM Government’s trade policy pertaining to imports, tariffs, surcharges, pound sterling exchange rate fluctuations and other conditions affecting the charges, quotes or procedures the Seller is obliged to follow. If an order is cancelled by the Seller in the aforementioned circumstances then the Buyer shall be liable to indemnify the Seller against all loss, costs (including the cost of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the orders and the cancellation thereof (the Seller giving credit for the value of any such materials sold or utilised for other purposes).
5.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
5.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
5.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other Person which results from the Seller’s use of the Buyer’s specification.
5.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

6.1 The Seller’s employees or agents are not authorised to make a legally binding representation concerning the Goods or this Contract and no representations shall bind the Seller unless the same shall have been put into Writing and signed by a Director of the Seller.
6.2 In entering into this Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any representations which are not confirmed in Writing as provided for in clause 6.1.
6.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
6.4 All illustrations, drawings and general descriptions accompanying any quotation from the Seller or contained in the Seller’s price lists, advertisements or other literature or otherwise provided to the Buyer are intended for general guidance only and shall not be binding by the Seller and are only approximate indications of the type, size or colour of Goods quoted for and sales of such Goods shall not be by reference thereto. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
6.5 Nothing in this clause 6 will exclude or limit any liability that the Seller would otherwise have for any representation or statement it has made fraudulently to the Buyer.

7.1 Unless expressly stated in Writing by the Seller all prices quoted are ex-works and carriage is not included.
7.2 The packaging of the Goods is at the sole discretion of the Seller who shall have the right to pack the Goods in such manner and with such materials as it thinks fit.

8.1 All prices shall be exclusive of Value Added Tax and any other taxes from time to time in force which the Buyer shall pay in addition to the price at the rate from time to time prescribed by law when it is due to pay for the Goods.
8.2 The price of the Goods shall be the Seller’s quoted price. However, the Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

9.1 Subject to clause 8.2 the Seller will invoice the Buyer on or after dispatch of ordered Goods. Save where otherwise indicated on the invoice or agreed in writing by the Seller and the Buyer, the total invoice value must be paid by the Buyer to the Seller on or before the date specified by the Seller in the Contract.
9.2 Where the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
9.3 The time for payment of the price shall be of the essence of this Contract. Should full payment of invoices from the Buyer not be received by the Seller within the required period, the Buyer will be liable to the Seller for a late payment surcharge in accordance with clause 9.4.3.
9.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
9.4.1 cancel the Contract or suspend any further deliveries to the Buyer; and/or
9.4.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and/or
9.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

10.1 If the recovery of any sums outstanding from the Buyer to the Seller is passed to a debt collection agency, the Buyer shall pay the Seller’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other costs ancillary thereto.

11.1 Save where the Buyer collects the Goods from the Seller’s premises (in which case delivery shall take place at the Seller’s premises) delivery shall take place at the Buyer’s premises or such other actual location of which the Buyer shall have previously notified the Seller in Writing.
11.2 The Seller will endeavour to complete on any delivery dates stipulated, but such dates are only estimated and the Seller will not be liable to the Buyer for any loss, damage, injury, penalty, claim or any other matter of whatsoever nature arising from any delay in delivery and time for delivery shall not be of the essence of the Contract.
11.3 The Seller shall be entitled to deliver Goods by instalments. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
11.4 The Seller reserves the right to withhold delivery of Goods to the Buyer at any time when the Buyer is exceeding or upon delivery would exceed any credit limit with the Seller either in relation to such Goods or otherwise.
11.5 A delivery or collection note signed by or on behalf of the Buyer or of the Buyer’s customer or the duly authorised agent of either of them is deemed to be absolute evidence of delivery or collection of the Goods specified therein.

12.1 Where the unloading of Goods is for any reason delayed the Buyer shall indemnify the Seller in respect of any loss or damage which it may sustain in consequence thereof.

13.1 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
13.1.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
13.1.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

14.1 The Seller warrants that the Goods will on delivery, and for a period of 12 months starting on the date on which they are delivered to the Buyer, conform to the Seller's specification for the Goods, be free from material defects in materials and workmanship, be fit for the purpose for which are they are intended and be of satisfactory quality.
14.2 The Seller shall at its option replace any Goods that do not conform to the warranty under clause 14.1 free of charge or credit the Customer with a refund for the price paid for such Goods. However, no replacement or refund will be given if:
14.2.1 such Goods have been improperly stored, altered or damaged by the Buyer or any person to whom the Buyer has sold such Goods (as to which the decision of the Seller will be final and binding); and/or
14.2.2 the Buyer fails to notify the Seller in Writing of any non-conformance of such Goods with the warranty under clause 14.1 promptly and in any event within 14 days starting on the date of delivery of such Goods in the case of any such non-conformance that should be apparent on reasonable inspection and within 14 days starting on the date that any such non-conformance comes to the knowledge of the Buyer where such non-conformance is not apparent on reasonable inspection.
14.3 If the Seller complies with clause 14.2, it will have no further liability to the Buyer for breach of clause 14.1. All Goods that are to be replaced must be returned by the Buyer to the Seller.
14.4 Subject to clauses 14.5 and 14.7, the Seller's total liability in contract, tort (including without limitation in negligence), for breach of statutory duty, misrepresentation, restitution or otherwise arising out of or in connection with the Contract will not exceed the price payable under the Contract.
14.5 Subject to clause 14.7, the Seller will not be liable to the Buyer for any loss of profit, loss of savings, loss of production, loss of contracts, depletion of goodwill and like loss in each case whether direct, indirect or consequential or for any indirect or consequential loss or damage whatsoever (howsoever caused including without limitation in negligence) which arises out of or in connection with the Contract.
14.6 The quantity of the Goods delivered to the Buyer as recorded by the Seller (or its carrier) and signed for by the Buyer upon delivery will be conclusive evidence of the quantity received by the Buyer on such delivery.
14.7 Nothing in these Conditions excludes or limits the liability of the Seller:
14.7.1 for death or personal injury caused by its negligence; or
14.7.2 for any matter for which it would be illegal for the Seller to exclude or to attempt to exclude its liability; or
14.7.3 for fraud or fraudulent misrepresentation.
14.8 Except as set out in clause 14.1, and for the terms implied by section 12 Sale of Goods Act 1979, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
14.9 Goods supplied to the Buyer may not be returned without the Seller's Written consent. The Seller reserves the right to refuse Goods so returned.
14.10 The Seller shall not be liable or held responsible for any damages, costs, charges or expenses awarded against or any liabilities incurred by the Buyer arising out of any infringement of any patent belonging to third parties.

15.1 The risk with Goods shall pass to the Buyer on delivery and the Buyer should insure the Goods accordingly.
15.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the legal and beneficial property and title in the Goods shall remain in the Seller and shall not pass to the Buyer until the Seller has received either by way of cash or cleared funds:
15.2.1 the full purchase price for the Goods; and
15.2.2 all other sums which are due to the Seller from the Buyer on any account whatsoever (whenever those sums are payable).
15.3 For so long as the property in the Goods remains vested in the Seller the Buyer shall:
15.3.1 keep the Goods as the Seller’s fiduciary agent and bailee;
15.3.2 insofar as may be possible, store the Goods in such a way that they are identifiable as the property of the Seller and separate from all other goods in the Buyer’s possession;
15.3.3 not destroy, deface or obscure any identifying mark on the Goods or on any ticketing, labelling or packaging on or in which the Goods are supplied; 
15.3.4 maintain the Goods in a satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.
15.4 Except on the happening of any of the Specified Events the Buyer may, sell any Goods in which title is retained by the Seller and pass property in them solely on condition that any sale is effected in the ordinary course of the Buyer’s business and at full market value and the Buyer deals as principal when making such a sale.
15.5 The Specified Events are:
15.5.1 the appointment of a receiver manager, administrative receiver or administrator of or over the Buyer’s assets or any part of them or that a petition to wind up the Buyer is to be  or has been presented or that an application for an administration order is to be or has been made or  documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer;
15.5.2 the Buyer is subject to any bankruptcy petition or order, dies or becomes mentally incapacitated;
15.5.3 the Buyer becomes insolvent or appears to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
15.5.4 any Contract is terminated by the Seller under clause 16.5;
15.5.5 the Buyer suffers any event which is analogous to one specified in clauses 15.5.1, 15.5.2 and 15.5.3.
15.6 On the happening of any of the Specified Events, the Buyer’s right to re sell the Goods shall cease and the Buyer shall immediately deliver the Goods, property in which is then retained by or vested in the Seller to such address as the Seller shall specify in default of which, or in the alternative, the Seller shall have the irrevocable right to enter on any premises or land in the ownership or possession of the Buyer and remove the Goods and the Buyer shall indemnify the Seller on a full indemnity basis against all loss, damage, costs or expenses incurred by the Seller in the exercise of such right including in particular, without limitation, loss, damage, costs or expenses in respect of third party claims.
15.7 No provision of these Conditions shall prejudice the Seller’s rights to exercise any other right or remedy whatsoever in default of payment or any other breach of Contract by the Buyer.
15.8 The Seller may recover payment for the Goods notwithstanding that ownership of the Goods has not passed from the Seller.

16.1 Save as herein appears the Buyer shall have no right to cancel the whole or any part of the Contract and if notwithstanding this clause, the Buyer shall purport to cancel the whole or any part of the Contract, the Seller may, by notice in Writing to the Buyer, elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Seller by way of liquidated damages a sum equal to all the expenses incurred by the Seller in connection with the Contract including, in particular without limitation, an appropriate amount in respect of administrative overheads, costs and losses or profit.
16.2 The Seller’s reasonable estimate of the expenses incurred by it on repudiation by the Buyer as referred to in clause 16.1 shall be final and binding on the parties.
16.3 If the Seller for whatsoever cause is unable to make delivery of the Goods on the delivery date set out in the Contract or if the Seller is unable to perform any of its other obligations under the Contract, the Seller may, by notice in Writing to the Buyer, terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.
16.4 In addition to the right to cancel any uncompleted order or to suspend delivery thereof pursuant to clause 5.2, the Seller shall have a similar right of cancellation of any uncompleted order or to suspend delivery in respect of any orders where the delivery of such Goods would result in the amount of monies outstanding to the Seller from the Buyer for those Goods and for any other Goods supplied by the Seller, would exceed the Seller’s credit limit on the Buyer, as provided by the Seller’s insurers.
16.5 If the Buyer fails to comply with any of its obligations under the Contract or upon the occurrence of any Specified Event, the Seller shall have the right to terminate the Contract and/or any other contract between the Seller and the Buyer forthwith but without affecting any other claim, right or remedy it may have against the Buyer.
16.6 Without prejudice to any other provision of these Conditions, on the happening of any Specified Event:
16.6.1 the price of all Goods delivered to the Buyer at that time and all expenses incurred by the Seller in performance or part performance shall immediately become due and payable from the Buyer to the Seller;
16.6.2 the Seller has the right, without notice, to enter upon the Buyer’s premises and remove any materials which are the property of the Seller, all such rights to be without prejudice to the Seller’s right to recover the amount due to the Seller for Goods delivered at that time and any loss sustained.

17.1 The Buyer shall be responsible to pay to the Seller for the cost of any samples or displays supplied by the Seller to the Buyer.

18.1 The Seller will not be liable to the Buyer insofar as the performance of the Contract by the Seller is affected by any circumstances outsides the Seller’s reasonable control including, without limitation, strike (whether affecting the workforce of the Seller or of any third party), any lack of available transport or materials, any restriction, regulation or decree by any local or municipal authority or government department or by any commotion, riot or act of God. Where affected by any such circumstances, the Seller may elect at its absolute discretion by giving notice in Writing to the Buyer either to:
18.1.1 terminate the Contract; or
18.1.2 proceed to perform or continue performance under the Contract within a reasonable time after the termination of such circumstances and with such reasonable variation as the circumstances require.

19.1 It shall be the responsibility of the Buyer (and not of the Seller) to obtain all consents necessary for the installation and storage of any Goods and to satisfy himself that the installation and storage of such Goods in accordance with the provision of any relevant by-laws, regulations or statutes.

20.1 Should any of these Conditions be found by a court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect.

21.1 Save as herein before otherwise provided, any notice required or permitted to be given by the Buyer under these Conditions shall be in Writing, addressed to the Seller at its trading address shown on the Contract. Any notice required or permitted to be given by the Seller to the Buyer under these Conditions shall be in Writing, addressed to the Buyer at the address shown for the Buyer herein.

22.1 The Contract will incorporate and will be subject to these Conditions (whether or not all of the provisions are applicable to the Buyer) to the exclusion of all other terms and conditions (including without limitation any terms that the Buyer purports to apply).

23.1 These Conditions and the Contract shall be construed according to English Law and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.

24.1 The Seller and the Buyer do not intend that the provisions of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to the Contract.
24.2 The Contract is personal to the Buyer who shall not assign it in whole or in part to any person without the prior written consent of the Seller.