STANDARD CONDITIONS (CUSTOMERS) OF REFLEX MARKETING & PROMOTIONS LTD
(hereinafter called "Reflex")

1.   ADVERTISEMENTS - Please do not Include the cost of the application of an advertisement unless this is specifically stated.

2.   BLOCKS, DIES SCREENS AND OTHER ORIGINATION WORK  - Brass dies, blocks and artwork are chargeable unless otherwise agreed.

3.   SAMPLES - Samples remain the property of Reflex and are submitted on approval and will be charged for unless returned within 30days.

4.  CARRIAGE  - Owing to considerable differences in the weight, bulk and shape of articles, carriage will be an extra charge unless otherwise stated.

5.   INDIVIDUAL DESPATCHES - Packing and documentation to Individual despatch to the customer's instructions will be charged extra.

6.   QUOTATIONS AND CONTRACTS:-
(a)   Orders are accepted subject to the rights of Reflex or its suppliers to adjust prices quoted in the event of any fiscal change in law or Government regulations prior to the date of delivery or of any substantial change (to be conclusively decided by Reflex) in the currency rate at the time of importation of goods.

(b) The right is reserved to supply up to a certain maximum over or under the ordered quantity of "printed goods" (defined as goods bearing a personalised writing or design whether or not of the relevant customer) arid goods will be charged at the .' contract rate for the actual number of goods supplied. The maximum applicable will depend upon the practice of the particular trade of the "printed goods' supplied but should not exceed 10%.

7.   CLAIMS:-
 (a) Non-delivery of goods
 Claims for non-delivery of all or part of the consignment must be notified to Reflex in writing (facsimile or telex alone will not suffice) within seven days of the latest contractual delivery date.

(b)  Packages damaged in transit
Claims arising from damage to packages in transit must be notified in writing (facsimile transmissions or telex alone will not suffice) within seven days of actual delivery of the relevant goods to the customer.
 
 (c) Failure of goods to comply with contract terms.
Claims on grounds of quality, quantity or on the grounds that the wrong goods have been supplied must be notified to Reflex in writing (facsimile transmissions or telex alone will not suffice) within seven days of actual delivery of the relevant goods to the customer.

Time is of the essence in respect of all notices referred to in this clause.

8. LIABILITY - While every effort win be made to deliver on time no liability is accepted for delays occasioned by circumstances beyond Reflex's control.

9. PAYMENT TERMS - 30 DAYS NETT  provided that in the event of an invoice remaining outstanding beyond the said period of 30 days, interest shall accrue at 4% above  National Westminster Bank PLC base rate prevailing at the date of the invoice
 
10.   OWNERSHIP -
 (a) The ownership of the goods delivered by Reflex will only be transferred to the customer when the customer has met all that is owing to Reflex no matter on what grounds.
 
(b) Until the date of payment the customer is required to store the goods in such a way that it is readily identifiable and clearly the property of Reflex and to advise Reflex of the relevant serial number allocated to the goods by the customer.

(c) Reflex and the customer agree that if the goods in any way whatsoever become a constituent of other goods ("mixed goods') Reflex shall retain the ownership of the goods in those mixed goods where the goods are readily identifiable and separated from the other constituents of the mixed goods.

(d) Nevertheless the customer will be entitled to sell or deliver the goods or the mixed goods (as applicable) to a third party as principal and not as an agent of Reflex within the framework of the normal carrying on of its business PROVIDED THAT this shall not include the attachment of the goods to land.

(e) The sale or delivery of the goods or mixed goods by the customer shall be on condition only that as long as the customer has not fully discharged his debt to Reflex, Reflex shall be at liberty to take (if it so desires and in respect of which there shall be no obligation upon Reflex) an assignment from the customer of the customer's contract with its own customer and the customer shall use its best endeavours to assist Reflex in the enforcement of any such claim and indemnify Reflex in respect of any costs thereof or if the customer is paid by its own customer then the customer shall hold such monies in trust for Reflex in a separate bank account properly designate for the purpose pending full payment to Reflex.

(f)  If the customer fails to pay Reflex for the goods within the time limit specified in clause 9 hereof the customer hereby permits Reflex or its agents access to the customer's premises, wheresoever, for the purpose of identifying the whereabouts of the goods and to remove the same causing as little damage as reasonably practicable in the circumstances.

(g) The customer shall insure the goods against damage or theft by any means usually insured against from the date of delivery of the goods until full payment of the goods has been made to Reflex and legal title to the goods has passed to the customer such insurance being placed with an insurance office of repute and if so required by Reflex to supply a copy of such policy on request.

11.  TRADEMARKS - Customer should note that products appearing in Reflex's     catalogues and other publicity documents bearing trademarks and names do not necessarily indicate that Reflex has supplied the items to the owner of the trademark or name but are only representative of the effect that has and can be achieved by the use of an advertisement.

12. INTELLECTUAL PROPERTY

(a) The customer covenants, as a continuing covenant with Reflex and its successors and assigns that in complying with any of the customer's orders Reflex will not be in breach of any intellectual property rights or any moral rights (as defined by sections 77 and 80 of the Copyright Designs & Patent Act 1988) of a third party and the customer will fully indemnity Reflex in respect of any claims made by third parties in respect of such matters. Further the customer warrants to Reflex that all designs to be affixed to "printed goods" are the customer's own unencumbered property.

(b) Copyright and all other intellectual property rights applicable to any design or creative work are vested in Reflex unless specifically released in writing.

13.  UNLESS OTHERWISE AGREED in writing these conditions shall override any conditions or terms stipulated referred to or incorporated by the customer in his order or negotiations:

14.  JURISDICTION - Reflex and the customer hereby submit to the non-exclusive jurisdiction of the English courts and the relevant law in respect of these conditions shall be English law.

15.  INTERPRETATION - Each of the clauses or sub-clauses hereof shall be read and construed separately and notwithstanding that any part of these terms and conditions shall be found to be unenforceable such remaining parts shall remain in
 full force and effect.

STANDARD CONDITIONS (SUPPLIERS) OF REFLEX MARKETING & PROMOTIONS LTD
(hereinafter called "Reflex)
 
1. Reflex will not be liable in respect of any orders other than those issued or confirmed in its printed official form duly signed by one of its authorised officials.  No written or printed terms inconsistent therewith or additional thereto shall be binding upon Reflex unless expressly accepted in writing by one of its authorised officials.

2. .Reflex and its Suppliers acknowledge that all information relating to each others business or that of any "subsidiary company" (as defined by Section 736 of the Companies Act 1985) (including the fact of and the terms of this Order) which is not in the public domain is confidential. Reflex and its Supporters agree not to disclose confidential information to any other person nor to use it for any purpose other than fulfilling this order. Both Reflex and its Suppliers shall be responsible for any unauthorised disclosure made by any of its employees or agents and shall take all reasonable precautions to prevent such disclosures.

3. Delivery of goods or supply of services by the dates shown and to the address specified in the relevant purchase order shall be at the Supplier's cost. Time is of the essence in this regard. If the Supplier does not deliver the goods or provide services by the time specified in addition to its other rights Reflex retains the right to cancel this order. The Supplier must notify Reflex forthwith if the Supplier cannot comply with the delivery date agreed.  In the event of any such delivery date being re-agreed and any additional costs being incurred either by Reflex, its customers or by the Suppliers the Suppler shall pay and be responsible for all such costs.

4.  The goods the subject of this order are to be delivered in good order and condition exactly in accordance with this order or any specification mentioned therein subject to 5%."overs or under" (colourwork 10%) the same being charged for or deducted pro rata.

5.  The Supplier hereby covenants, as a continuing covenant, with Reflex:
(a) that it will not, at any time, provide goods that are in all material respects the same as the goods the subject of this order to any of Reflex's customers without the written consent of Reflex first had and obtained and in the knowledge that Reflex reserves the right in giving its consent to charge a commission for any such order that the Supplier may fulfill such commission to be one-half of Reflex's usual charge for negotiating such orders or such other commission as the Supplier may agree from time to time; and
(b) that in supplying the goods the subject of this Order to Reflex neither Reflex nor its customers will be in breach of any third party's intellectual property rights of any kind and the Supplier hereby indemnifies Reflex and, if applicable, its customers in respect of an claims made by third parties in respect of such matters.
6.  Until the goods are delivered to and accepted by Reflex or its customer (as applicable) at the designated address the goods shall remain at the risk of the Supplier. Goods rejected by Reflex or its Customer (as applicable) in accordance with clause 4 above must be collected from the designated address by the Supplier at its expense as soon as practicable and in any event within 14 days of delivery and the goods will remain at all times at the Supplier's risk. In the event that Reflex or its customer (as applicable) requires the rejected goods to be replaced with goods in accordance with this order the Supplier must supply such replacement goods and deliver them to Reflex or its customer (as applicable within 14 days of such rejection or such longer time as Reflex or its customer (as applicable) may stipulate.

7. All drawings, designs, blocks or other goods whatsoever supplied by Reflex to the Supplier must be returned to Reflex immediately on demand and must not be used for or any purpose whatsoever other than goods ordered by Reflex and the subject of this order. The Supplier must maintain a full insurance against loss or damage by howsoever means of such property all the time that such property is the Supplier's possession or control and will supply a copy of the relevant policy on request by Reflex.

8.  Reflex and the Supplier hereby submit to the non-exclusive jurisdiction of the English courts and the relevant law in respect of these conditions shall be English law.

9.  Each of the clauses or sub-clauses hereof shall be read and construed separately and notwithstanding that any part of these terms and conditions shall be found to be unenforceable such remaining parts shall remain in full force and effect.