The terms and conditions set out below are the only terms and conditions on which the company agrees to enter into any contract for the provision of Goods or Services, unless a director of the Company expressly agrees otherwise. If a Customer submits an order form incorporating its own terms, these terms and conditions shall prevail if they conflict with the Customer’s terms, even if the order form includes a condition purporting to give priority over these terms and conditions.

1) DEFINITIONS:

In these Standard Terms and Conditions:

“Contract” means a contract for the provision of Goods or Services by the Company incorporating these Standard Terms and Conditions.

“Company” means Softplay Solutions Limited.

“Customer” means a purchaser of Goods or Services from the Company.

“Goods” means any equipment, materials, product or structure manufactured by the Company’s or supplied by the Company to a Customer.

“Intellectual Property” all copyright , patents or patent rights, registered and unregistered design rights, trademarks, service marks and all other intellectual or industrial property rights wherever in the world enforceable.

“services” means the delivery, installation, assembly, fitting, repair and maintenance of Goods whether on the premises of a Customer or elsewhere.

2) PRICES

Unless agreed otherwise in writing by a director of the Company:

a) Prices for standard Goods and Services shall be the Company’s published list prices ruling at the date of acceptance of an order.

b) All prices listed or quoted are exclusive of value added tax or any other tax or duty which is or may be levied or charged in the UK or in the country of destination. Any such taxes, duties or charges shall be paid by the Customer.

c) List prices for Goods do not include any charges for Services which must be agreed separately prior to despatch.

d) 30% of the price of Goods shall be payable on acceptance by the Company of an order.

e) The balance of the price of Goods and any associated delivery or installation charges shall be payable on or prior to delivery.

f) Where special discount terms are agreed, the terms must be strictly adhered to as otherwise the price will be payable without such discount.

g) Payment by cheque will only be regarded as effective once the cheque has been cleared.

h) The Customer shall pay to the Company interest on all sums outstanding from the due date until the date of actual payment at a rate equal to 4% per annum above the Bank of England Base Lending Rate from time to time, such interest to run from day to day and to accrue before as well as after any judgement.

3) OWNERSHIP of GOODS

a) Ownership of Goods shall not pass to the Customer until all sums due to the Company under the Contract have been paid in full.

b) At all times before payment in full.

- the Customer shall hold the Goods as bailee for the Company and shall insure them against usual comprehensive risks and

- the Goods shall stand in the Customer’s books in the name of the Company and

- the Customer shall notify all third parties in possession or threatening to take possession of the Goods of the Company’s interest in the Goods and its rights of entry under these Standard Terms and Conditions and

- the Customer shall hold that part of all sums received for Goods delivered to or taken by a third party and all insurance proceeds in respect thereof as is equivalent to the outstanding payment due as trustee for the Company and in a separate bank account for the Company and shall remit the same to the Company on demand and

- the Company shall be entitled to enter the Customer’s premises or the premises of any third party in possession of the Goods and repossess the Goods and the Customer shall indemnify the Company against any loss, damage, claim or liability whatsoever arising out of any such action by the Company.

c) Risk in the Goods shall pass on delivery.

4) DELIVERY/COMPLETION

a) If the Contract includes delivery by the Company the Customer shall be responsible for giving the Company clear and accurate instructions as to the place of delivery and for ensuring that a competent person is there to accept the Goods on delivery.

b) Time shall not be of the essence in respect of delivery of Goods or the completion of Services. Any specified delivery date or completion date shall be treated as an estimate only and the Company does not accept any liability for any delay.

c) Where Goods are delivered by an independent carrier under a Contract the Company does not accept responsibility for any defect or shortage in the Goods unless the company has been notified of such defect or shortage within seven days of delivery and the carrier’s delivery note is marked “unexamined”.

5) DESCRIPTION / DESIGN of GOODS

a) All drawings, specifications and particulars of colours, styles and dimensions are approximate only and illustrations contained in catalogues, prices lists, sales literature and other advertising material are for the purpose of general description only.

b) All sizes are approximate. Variations during the course of manufacture cannot be avoided and liability is not accepted for them.

c) When Goods or Services are offered and supplied to a Customer’s designs and specifications no warranty is given or implied as to their suitability for the purpose for which they are used.

6) USE and CARE of GOODS

a) The Customer shall ensure that all Goods are used in a safe manner by persons reasonably appropriate (by reason of age, height weight, physical and mental condition or other factors)to use them.

b) Without prejudice to the foregoing, the Customer shall ensure that all use of the Goods is in accordance with all statutory obligations, including as to the care and supervision of children using them, and that no more than a reasonable number of persons uses the Goods at any time.

c) There shall be no use of any Goods which are in any respect defective or suffering from visible damage,.

d) All Goods shall be properly cleaned and maintained.

7) LIMITATION OF LIABILITY

a) This does not affect your statutory rights.

b) Except where expressly contained in these Standard Terms and Conditions, all warranties, conditions, undertakings and representations, express or implied, statutory or otherwise, are excluded and the Company has no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise.

c) In any event the Company’s liability arising for any reason in connection with this Contract shall be limited to the original invoice value of the Goods or Services.

d) In no circumstances will the Company be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss or damage whatsoever.

e) The Company does not exclude or restrict liability for death or personal injury resulting from its own negligence.

f) If the Customer is a consumer, this Condition shall not apply in so far as any provision is void or unenforceable or deemed unreasonable by statute.

g) Each provision of this Condition is to be constructed as a separate limitation applying and surviving, even if for any reason one or other of the provisions is held to be void or unenforceable in any circumstances, and shall remain in force notwithstanding termination of this Contract.

8) TERMINATION

The Company shall have the right forthwith to terminate a Contract and to claim for any resulting losses or expenses II:

- the Customer commits a breach of the Contract and fails to remedy the breach within a reasonable time of written notice to do so or

- the Customer commits any act of bankruptcy or compounds with its creditors, or a petition or receiving order in bankruptcy is presented or made against the Customers, or a petition for an administration order is presented in relation to the Customer, or a resolution or petition to wind up the Customer is passed or presented (otherwise than for reconstruction or amalgamation) or a receiver or administrative receiver is appointed or any similar event occurs under the laws of the state where the Customer was incorporated.

9) FORCE MAJEURE

The Company shall not be liable in respect of any failure to perform a Contract due to any cause beyond it reasonable control including: Act of God, inclement weather, flood, lightning, fire, industrial action or lockouts, non-availability of necessary materials or labour, the act or omission of Government, highway authorities or other competent authority, or the act or omission of any party for whom the Company is not responsible.

10) INTELLECTUAL PROPERTY

a) The Customer shall indemnify~ the Company against damages, penalties, costs, expenses and liabilities whatsoever arising out of any claim by any third party for any infringement or alleged infringement of any third party’s Intellectual Property by any Goods or Services or any other work carried out under or in connection with the Contract.

b) All Intellectual Property in any drawings, plans or designs prepared by or on behalf of the Company under, in anticipation of or in connection with the Contract shall belong to the Company. All such drawings, plans and designs shall be confidential between the Company and the Customer and shall not be published or disclosed to any other person under any circumstances without the prior written permission of the Company.

11) REPRESENTATIONS

The Company acknowledges that no representation (other than any made in writing and signed by a director of the Company) has been made by or on behalf of the Company which has induced or persuaded the Customer to enter into the Contract or any agreement collateral to it.

12) APPLICABLE LAW

The Law of England shall be the proper law of any Contract.