STANDARD TERMS AND CONDITIONS OF BUSINESS 01.06.2005

Definitions
All references to The Company in these terms and conditions shall mean:
MANSION HOUSE BEDDING COMPANY LIMITED
WHITTLE ROAD, HADLEIGH ROAD INDUSTRIAL ESTATE,
IPSWICH, SUFFOLK. IP2 0UH
TELEPHONE 01473 255888 FAX 01473 255889

All references to the customer in these terms and conditions shall mean any individual, partnership or corporate body who places a written or verbal order to produce a product from The Company. All references to the product in these terms and conditions shall mean any goods, items or parts manufactured or supplied by The Company. The Company reserves the right to revise these terms and conditions from time to time.

Validity

Orders accepted by the Company are subject to these terms and conditions only and unless specifically agreed in writing, no other terms and conditions will be binding on The Company or will form part of the contract between The Company and the customer.

Design

1. In accordance with The Company's policy of continuous improvement in design of its products, the right is reserved to make any changes in construction or design as may be considered necessary, without notifying the customer and no warranty is given that the goods supplied will conform to any description or sample supplied.
2. All drawings, specifications, descriptive literature and particulars issued by The Company are intended to give a basic indication only of the product and as such, shall not form part of the contract. Upon acceptance of tender, certified dimensional drawings can be provided upon request.
3. Where the design of the product is based upon data and information given to The Company by the customer or their representatives, The Company shall assume that all such details will be accurate and therefore the product will be designed for performance in accordance with the given data.
   The performance figures given are those which we would expect to obtain on test and any departure from these figures shall not involve any invalidation of the contract and will not entitle the customer to recover any damages or compensation from The Company.

Terms of Payment

1. Property in the goods shall pass to the Customer only when the
   Customer has paid in full all sums due to The Company in respect of the
   goods and in respect of any other account. Until such time the goods remain the absolute property of The Company and the Customer shall allow The Company to repossess such goods at its entire discretion and at any time prior to payment in full thereof. Such repossession shall not affect in any way the continued existence of and contract between the parties.
2. The Company's normal terms of payment are pro-forma invoice in
   advance for the first orders whilst references are sought. Thereafter 30 days from the date of invoice unless agreed in writing between The Company and the Customer. The Company reserves the right levy interest at 2.5% per month on any account that becomes overdue.
3. The Customer will pay the full invoice price of the goods delivered without any deduction or set off on the grounds of any alleged shortfall in delivery, defects in quality or any failure to conform to specification or other breach of contract by the Company.

Force Majeur

The Company shall be entitled to cancel or rescind any contract without liability for any loss or damage resulting therefrom if the performance of its obligations under the contract is in any way affected by war, riot, restraint of Government, strike, lockout, dispute with workpeople, shortened hours of labour, fire, accident, non- availability of materials, stoppage or interference with transport, compliance with Government requirements or any cause which has no power to avert.

Cancellation or Suspension

No cancellation, suspension or variation of this contract by the buyer shall be valid unless agreed by The Company in writing and such agreement will only be given, subject to adequate compensation being given to the Company for expenses incurred including cost of labour and materials used, charges incurred and all other costs in connection with the contract and for loss of profit.

In addition to the above compensation, The Company may impose a cancellation charge at its discretion. If The Company is asked to store goods or have to store goods because of the fault of the customer after the goods are ready for despatch, the customer shall pay storage and all other charges. The storage will be at the customer's risk and will not entitle the customer to postpone payment of any sums due to The Company.

Delivery

1. Delivery periods stated by The Company will be given in good faith at the time of quoting and will take effect from the date of receipt of all full and final instructions from the customer in writing, enabling the work to proceed.
2. The Company will always endeavour to accommodate the customers reasonable delivery requirements but under no circumstances will The Company be liable for loss or damage of any kind caused by delays or shortage of delivery which are beyond The Company's control or arising from any other cause.
3. In the event of despatch being delayed by the customers instructions or absence of them or other factors beyond The Company's own control including but not limited to: - Act of God, War, Civil Commotion, Industrial Dispute, Strike, Lockout, Fire, Tempest, Flood, Accident, Defective Material, Failure by any of The Company's suppliers to deliver or any delay in delivery from whatever cause arising, any delay arising from such cause shall not entitle the customer to cancel or rescind the contract in part or in whole and The Company would expect the granting of a reasonable extension of time as mutually agreed.
4. Unless specifically agreed in the contract The Company shall not be responsible for either loading on the customer's transport in the case of ex-works orders or for off-loading at destinations in the case of orders including delivery.
5. The Company reserves the right to make delivery to the required destination on the date indicated, without further notice or arrangement unless instructions to the contrary are received in writing at least 7 days before despatch is due. In the event of any consignment not being accepted at the agreed destination at that time. The Company will be entitled to claim and recover all resulting additional transport and storage costs.
6. The Company has no facility for long term storage and should the customer require such service, the products will be collected by the
   customer at the agreed despatch date and arrangements for transport and
   storage will become the customer's responsibility.
7. Any claims for damage or shortage must be advised in writing by the customer within three days of despatch to be considered by The Company. 
   Claims for non-delivery must be advised in writing within ten days of despatch.

Insolvency

If the Customer makes any voluntary arrangements with his creditors, is subject to an Administration Order, goes into liquidation or becomes bankrupt then, without prejudice to any other rights or remedies available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer. If the goods have been delivered but not paid for, the price shall become immediately due and payable.

General Liabilities

1. The Company's liability shall be limited to replacing or giving full credit at The Company's discretion for defective goods which are returned to its works providing that the goods have not been misused in any way.
2. Any liability accepted shall be deemed to exclude all other guarantees or conditions whether expressed or implied or whether arising by Common Law, Statute or otherwise.
3. When The Company is asked for advice as to the suitability of any product, such advice will be given to the best of its ability and in good faith, but such advice is given only on the express condition that The Company is exempt from liability for failure in performance.
4. The Company shall not be liable for any consequential loss, loss of profit, injury, or damage of any nature, whatsoever arising out of this
   contract or in connection with any goods sold thereunder, save that liability
   for personal injury to persons caused by negligence of the Company shall
   not be excluded.
5. The law of England and Wales shall apply to these terms and
   conditions and to all contracts for any goods sold and delivered by The
   Company.

Contracts (Rights of Third Parties) Act 1999

None of the provisions of this contract are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this contract.