TERMS AND CONDITIONS OF SALE (June 2011)

GENERAL
These Terms and Conditions shall apply to all sales made by John E Fells & Sons Limited, The Premium Agency Partnership, The Gift Portfolio Company and Vintage Marque (“the Company”) to a Customer (“the Buyer”) and all other Conditions, Guarantees, Warranties, Terms, Undertakings and Representations (express or implied) are hereby expressly excluded unless previously agreed in writing by a director of the company. In the event of any conflict or inconsistency between these Terms and Conditions and any other Terms or Conditions of any invitation to treat, order or acceptance, then these Terms and Conditions shall prevail.

AVAILABILITY
Orders are subject to availability of stocks and the Company is entitled to adjust the price charged for any goods without prior notice to the Buyer by reason of any increase in any Excise or any other Tax or Duty applicable to such goods. All prices are quoted exclusive of Value Added Tax which will be levied at the rate prevailing at the date of issue of the invoice.

PAYMENT TERMS
Payment for goods supplied shall become due 30 days from the date of the invoice unless expressly otherwise agreed by a director of the Company in writing. If the Buyer does not have an approved Credit Account with the Company then payment in full for goods shall be made prior to delivery to the Buyer. If payment of the price of the goods or any part thereof is not made on or before the due date the Company shall be entitled to charge interest thereafter on the outstanding amount at the rate of seven per centum per annum over HSBC Bank plc base rate in force from time to time and until the date of payment, such interest being deemed to accrue from day to day. If the Buyer should fail to make payment of any one invoice that has fallen due for payment then all other unpaid amounts shall become due immediately and in this event the Company shall have the right to withdraw from any further delivery obligations without notice to the Buyer and the Company may claim compensation for any and all damage caused thereby.

RISK
Risk of loss of or damage to goods or liability for duty shall pass to the Buyer when the goods are delivered to the delivery address.

CLAIMS
The Buyer must examine all goods as soon as they are delivered and must sign the delivery note clearly with both his signature and full name in capital letters to acknowledge receipt. If the Company is prevented, whether directly or indirectly, from making delivery of the goods or performing or completing any of its obligations by reason of Acts of God, war, fire, explosion, breakdowns, interruptions of transport, Government or Administrative Action, delays in delivery to the Company of any goods, trade disputes or other Industrial Action, whether official or unofficial, or any cause whatsoever outside its control, the Company shall be under no liability whatsoever to the Buyer and shall be entitled to cancel the Contract or extend the time of its performance by a period equivalent to that during which performance by the Company has been prevented by the circumstances referred to or such other period as may be reasonable.

RETENTION OF TITLE
Until such time as the Company has received payment for all goods supplied to the Buyer:-

(a) The goods shall remain the Company’s property.

(b) Subject to (c) below the Buyer shall be at liberty to sell the goods in its ordinary course of business but shall have no authority to enter into any Contract of Sale on the Company’s behalf. A sale of the goods shall not be made by the Buyer to a Company which is its Holding Company, Subsidiary Company or of which it is an Associated Company as defined by the Companies Act 1985, as from time to time amended or substituted without the prior consent in writing of the Company.

(c) If the Buyer shall be in default of payment of any sum whatsoever due to the Company, the Company may revoke the Buyer’s power of sale in respect of the goods and such power of sale shall automatically cease if an Administrative Receiver is appointed in respect to the Buyer or the Buyer goes into liquidation or calls a meeting of or makes any arrangement or composition with its Creditors.

(d) Any payments made by the Buyer for any goods supplied by the Company shall, notwithstanding any purported appropriation by the Buyer or anything and any demand by the Company or in any Statement of Account between the Company and the Buyer or any other matter or thing whatsoever, be appropriated first to goods which have at the date of receipt by the Company of the payment been disposed of by the Buyer, and the Company shall likewise be and remain entitled to appropriate any balance after such appropriation of payments received, to such other of any goods supplied by it to the Buyer as it shall in its absolute discretion decide.

QUALITY
All goods supplied are warranted on delivery to the Buyer to be of the nature, substance and quality invoiced and to confirm in all respects with all appropriate statutory regulations.

NOTICES
Any notice required to be given hereunder may be given personally or by recorded or registered post addressed by one party to the other by written notice. Such notice shall be deemed to have been served 48 hours after the same is posted and shall be in permanent readable form and shall be deemed properly addressed if addressed to the Buyer at its principal place of business or last known address and to the Company at its registered office.

JURISDICTION
These Terms and Conditions shall be construed and governed in all respects by English Law and the Buyer and the Company shall submit to the Jurisdiction of the English Court. If any one of these Terms and Conditions is rendered void or unenforceable at Law then that part shall be severable from these Terms and Conditions and they shall otherwise remain in full force and effect.

DELIVERY TIMES and ORDER SIZE
For next day delivery within the M25 orders must be received by Fells order office before 12 noon – to avoid a £15.00 delivery charge orders should be a minimum of £300 net.