DEFINITIONS
In these terms and conditions:
1.1 "The Company" means Life's a Ball Limited and all of its divisions and subsidiary companies.
1.2 "The Customer" means any person, firm, company or other legal entity which places an order or buys any Products from the Company and includes the employees, servants, agents or sub-contractors of any such person, firm, company or other legal entity.
1.3 "Contract" means a contract between the Company and the Customer for the sale and purchase of the Products.
1.4 "Products" means any goods agreed in the Contract to be supplied by the company to the Customer.
1.5 "Statutory Interest" means statutory interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998.
1.6 "Terms and Conditions" means these terms and conditions of sale.

2. APPLICABILITY OF TERMS AND CONDITIONS
These Terms and Conditions shall be incorporated into the Contract and shall apply in place of and prevail over any terms and conditions contained or referred to in any communication from the Customer or implied by custom or practice. Other purported terms and conditions are expressly rejected by the Company.

3. ORDERS AND CONTRACTS
By placing an order with the Company either via the Company's telesales department, sales agents, or the company's website the Customer is offering to contract with the Company on the basis of these Terms and Conditions. The Contract shall be formed when the Company acknowledges acceptance of the Customer's order or delivers the Products to the Customer whichever occurs earlier. The Contract is subject to availability of stock. Neither the Company's price list nor any prices which appear on the Company's website constitute an offer and the Company may correct any errors to its published prices at any time prior to formation of the Contract in accordance with this Condition. Any current price list replaces all previous price lists.

4. VARIATIONS AND DISCOUNTS
4.1 Unless otherwise agreed in writing the Company reserves the right to make such amendments to the contract as it thinks fit or to terminate the Contract should any information or data supplied by the Customer or the company prove to be incomplete or inaccurate in any respect.
4.2 The Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.
4.3 Any discount which may be agreed between the Customer and the Company will only be binding on the Company if such and agreement is evidenced in writing and these Terms and Conditions are strictly complied with.
4.4 Any forbearance by the Company in continuing to allow discounts in the event of breach by the customer of any of these Terms and Conditions shall not be deemed to be a waiver of the company's rights and the Company shall be entitled to claim the undercounted price of all Products supplied under the Contract.

5. TITLE
5.1 Title in the Products shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to the Company from the Customer on any account.
5.2 Until title passes to the customer, the Customer shall hold the Products on a fiduciary basis as the Company's bailee; store the Products separately from all other products in such a way that they are clearly identifiable as the property of the company; maintain the Products in a satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company.
5.3 In the event of non-payment on the due date for whatever reason of any sums due from the Customer to the Company, or in the event that any of the forms of insolvency detailed in Condition 12 commences against the Customer, the Company, its agents and employees shall have the right, without giving notice and without incurring liability, to enter into the customer's premises and to take possession of the Products to which title has not passed. This right shall be without prejudice to any other legal rights or remedies available to the company.

6. RISK
The risk of loss or damage to the Products shall pass to the Customer upon delivery to the Customer's premises and signature of a delivery note for the Products by a responsible person on behalf of the Customer provided that the Company shall not be responsible for any loss or damage to the Products sustained whilst on the delivery premises but before signature of the delivery note if such loss or damage arises as a consequence of the condition of the delivery premises or the act, default or omission of the Customer or its representative.

7. SETTLEMENT TERMS
7.1 Unless otherwise agreed in writing all sums payable in respect of goods must be paid without deductions at the time of order.
7.2 Failure to pay by the due date shall entitle the Company to suspend delivery of all unexecuted orders. The time for payment of the price of the Products shall be of the essence.
7.3 The Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.
7.4 If payment is not made in accordance with this Condition, the Company reserves the right to charge Statutory Interest on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Customer.
7.5 In the event of any cheques, standing orders or direct debits due from a Customer to the Company being dishonoured, a charge of £45 (or such other sum as the Company may from time to time advise the Customer) will be made on the Customer's account to cover bank and administrative costs.
7.6 The Company reserves the right in its absolute discretion to refuse to grant credit.

8 DELIVERY AND DELAY
8.1 Deliveries of Products to the Customer shall be in accordance with the Company's delivery schedule. The Company shall not be liable for any loss or damage whatsoever arising as a result of failure to deliver Products by a particular date or arising as a result of any cause beyond the Company's control. Time for delivery shall not be of the essence unless otherwise agreed by the Company in writing.
8.2 Delivery of Products shall be made by the company to such reasonably
accessible premises as the customer shall reasonably require. The Customer shall allow the Company reasonable access to such premises and shall use best endeavours to ensure that a responsible person shall be at the place of delivery to take delivery of the Products and to sign for them. In the event of no such person being present at the time of delivery the Customer hereby consents to the Company leaving the Products at what appear to be the premises nominated by the Customer as the place of delivery and when the Products are so left risk in the Products shall pass to the Customer and no liability shall remain with the Company in respect of the Products.
8.3 If the Customer fails to take delivery or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may do one or more of the following:
8.3.1 charge the Customer the cost of carriage of the refused delivery bothg to and from the premises of the Customer in addition to the Company's administration charges involved.
8.3.2 charge the Customer the full cost price of the Products and a sum in respect of its loss of profit provided that the Company shall use its reasonable endeavours to mitigate such loss:

9. ACCEPTANCE AND CLAIMS PROCEDURE
1.1 The Customer must check that the quantity and specifications of Products delivered correspond with the Contract before signature of the delivery note. A short delivery or any damages reasonably visible on inspection on delivery must be noted on the delivery note.
1.2 No written claim for damage or short delivery is necessary when recorded on the delivery note. Claims in respect of short deliveries must be made to the company on the day of delivery. Claims in respect of damage not reasonably visible on inspection at the time of delivery must be made in writing and received by the Company by not later than two working days after the delivery was made. The Customer must retain damaged Products for inspection and collection. Credit will only be granted by the Company if the provisions of this Condition are complied with.

10. CANCELLATION OF CONTRACT
The Contract may not be cancelled by the Customer without the written consent of the Company. The Company reserve the right upon consent being given to levy a cancellation charge of not less than 20% of the price of the Products which are the subject of the contract to cover the company's losses arising from the cancellation. Non-stock Products ordered on behalf of the Customer cannot be returned, unless the manufacturer agrees to accept them.

11. INSOLVENCY OF CUSTOMER
In the event that:
11.1 the Customer makes any voluntary arrangement with its creditors, proposes to enter into administration, is unable to pay its debts as they fall due, makes application to a Court to suspend enforcement action against it, or goes into liquidation (in the event that the customer is a company) or becomes apparently insolvent, enters into a trust deed or voluntary arrangement for the benefit of its creditors (in the event that the customer is an individual or firm), or if the equivalent occurs under any jurisdiction; or
11.2 an encumbrancer takes possession of, or a receiver or administrative receiver is appointed over, any of the property or assets of the Customer; or
11.3 the Customer suspends any payments hereunder or ceases, or threatens to cease, to carry on business; or
11.4 the Company reasonably considers that any of the events mentioned above is about to occur in relation to the customer and notifies the Customer accordingly; then without prejudice to any other rights or remedies available to the company, the Company shall be entitled forthwith to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Products have been delivered but not paid for, the price shall become immediately payable notwithstanding any previous agreement to the contrary.

12. WARRANTIES
12.1 The Company warrants its goods against manufacturing defects for a period of 12 months from delivery. Your statutory rights are not affected.

13. LIMITATION OF THE COMPANY'S LIABILITY
13.1 The Company limits its liability to the maximum extent permitted by law as follows:
2.2.2 the Company's liability shall be limited at its option to replacing the whole or any part of any Products found to be damaged or otherwise defective or refunding or crediting the purchase price or a pro rata portion of the purchase price of the Products of which the defective Products form part; and
2.2.3 the Company's liability in respect of death or personal injury caused by the company's negligence shall not be limited.
2.3 The Company shall have no liability for any loss or damage suffered by the Customer or any other person:
13.2.1 as a consequence of any defect in any Product caused by abnormal conditions of storage, treatment or handling or any negligence or wrongful act on the part of the Customer or its employees or agents;
2.3.2 for claims for damage reasonably apparent on inspection at the time of delivery or forshort delivery unless the provisions of Condition 9 (Acceptance and Claims Procedures) have been complied with;
2.3.3 for claims for defects not reasonably apparent on proper inspection at the time of delivery, unless the Customer notifies the Company in writing within 6 months of delivery of the Products with full particulars of the complaint supported by reasonable evidence that the Products have not been tampered with nor been incorrectly stored. Any allegedly defective Products must be retained and made available to the Company for inspection and collection;
2.3.4 for any claim arising on an invoice issued more than 3 months before the date upon which such claim is received by the Company;
2.3.5 for any loss of profit, loss of sale, loss of goodwill, loss of reputation; loss of customers and any other similar losses caused by the Company's negligence or other wrongful act on the Company's part or that of its employees or agents;
2.3.6 any failure by the Company to perform any of its obligations in these Terms and Conditions caused by circumstances beyond its reasonable control.

14. INTELLECTUAL PROPERTY
Copyright and all other intellectual property rights in the Products shown in the company's price lists shall remain at all times the property of the Company. The Customer shall acquire no rights in such property.