ALBETTA CREATION LTD

TERMS & CONDITIONS OF BUSINESS

1. THE CONTRACT

For the purposes of this contract hereafter Albetta Creation Ltd a company registered in England and Wales with Company Number 07386755 whose registered offices are at 48 Kings Street, King's Lynn, Norfolk, UK, PE30 1HE shall be described as "Albetta" and the entity placing an order shall be described as the "Customer".

Albetta reserves the right to revise these terms and conditions (the "Terms") at any time. Customers are, therefore, advised to keep up to date with the contents of these terms and conditions as revisions are binding on all orders placed following such revisions.

The placing of an order by a customer shall be deemed acceptance of these Terms in their entirety. Any subsequent verbal orders will be bound by the Terms.

2. DESCRIPTION

Albetta products are hand finished, therefore there may be some variations in colour, texture or finish. These are not considered flaws.

We take extra care to ensure that the specifications and descriptions of Albetta products are accurate but they are not intended to be binding and are intended only to give a general description of the products.

The colour accuracy of the colour-way options displayed within our brochures and website will vary dependent on a number of factors and as such should be seen only as representative. We also try our hardest to ensure that colours are reproduced as accurately as possible though we cannot control differences that may occur through printing in the catalogue and technical issues online such as different browsers and monitors.

3. STOCK AVAILABILITY

Every effort will be made to send orders complete. However, if stock is not available part deliveries will be sent. Albetta reserves the right to cancel back orders at its discretion. We will send you an email confirmation (Order Confirmation) to confirm that your order has been received.

4. PLACING AN ORDER

Placing an order with Albetta can be done using the order forms on the www.albetta.com wholesale page.

When you place an order you are making an offer to Albetta to purchase the goods detailed in the order subject to these terms. When you have placed an order we will send you an email confirmation (Order Confirmation) to confirm that your order has been received.

5. DELIVERY

All dates given by Albetta for delivery are estimated dates only and therefore Albetta shall incur no liability for any loss or damage whatsoever as a result of a failure to adhere to any such dates.

Albetta shall be entitled to make partial deliveries.

The minimum order value is £500. Carriage is free for UK orders above GBP 500. Minimum 3 pieces per style per garment. Minimum 3 pieces per style on all toys and accessories.

All goods supplied for destinations outside the United Kingdom and Eire are sold ex-works and acceptance by a carrier on behalf of the customer shall constitute delivery of the goods, and insurance and risk liability shall pass to the customer at this point.

6. RETURNS AND CLAIMS

Items damaged, faulty or missing from your delivery must be reported in writing to Albetta within 5 working days of receipt of delivery. Please email sales@albetta.com with full details of any claim. Claims reported more than 5 days after receipt of delivery will not be accepted.

Albetta will only accept items for full refund/credit if they are returned in the original boxes/packaging and unmarked together with a copy of the invoice they were delivered against. Albetta cannot be held responsible for any reason whatsoever for the non-receipt of any such returns.

Returned goods remain the responsibility of the customer until received by the Albetta warehouse.

Damaged/ faulty/ missing items will either be credited to your account or replaced at the discretion of Albetta.

7. PRICES

All prices quoted are exclusive of VAT and are subject to the prevailing rate of VAT at the date of invoice.

All prices are reviewed quarterly.

Pricelists are only valid for the date range stated on the document.

All prices are quoted in pounds Sterling unless otherwise specified.

All prices quoted apply to a specific order only.

Unless varied in writing, all prices are quoted exclusive of all carriage charges.

All orders for products are subject to availability and we reserve the right to refuse to supply any particular person.

8. TERMS OF PAYMENT

PROFORMA ACCOUNTS

All invoices issued on a Pro-Forma basis are due for immediate payment

CREDIT ACCOUNTS

Albetta shall at its discretion issue invoices at the date of dispatch or the date when an order is completed.

The Supplier expects payment within 30 days of the Invoice date. These payment terms shall apply at all times unless varied by Albetta. Terms of payment shall apply to all goods delivered.

All remittances received will be allocated to invoices and credited to the Customers account in chronological order.

All amounts overdue for payment due to Albetta shall, at the supplier’s discretion bear interest at the rate of 1% per month, compounded for the period from the date of Invoices to the date of settlement. (Such penalty shall apply regardless as to whether Judgment in a Court of Lay has been obtained). Should an account be unpaid after 45 days Albetta reserves the right to place such accounts into the hands of their recovery agents and or solicitors for collection procedures without notice. In addition any costs of such procedures shall be borne by Customer in line with current EEC Regulations.

In the event of Albetta having any indication of the Customer being unable to settle its accounts as and when they fall due, notwithstanding any other remedies, all amounts due to Albetta shall become payable in full immediately. In addition Albetta reserves the right to uplift goods supplied to mitigate amounts due to it and shall assess such goods and credit as it deems reasonable.

In the event of a payment being returned by the bank Albetta reserves the right to levy an administration cost to cover its extra banking charges.

Should the Customer have ordered items to their own specific requirements or have requested exclusive rights to a colour or design, subsequently cancel or refuse delivery then the Supplier reserves the right to invoice and expect payment of such as if the goods had been delivered in their entirety.

9. TITLE AND RISK

Risk and therefore responsibility for insurance of all items supplied shall pass to the Customer upon delivery within the United Kingdom and Eire. The Customer shall bear the risk of any items supplied to the Customer for display purposes.

Title of items supplied by the supplier does not pass until all outstanding amounts due to Albetta, for any reasons whatsoever, have been settled in full including (but not limited to) any amounts for all late payments accruing under Terms or as varied by any Legislation enacted from time to time.

No goods are supplied on a sale or return basis unless agreed in writing by Albetta.

Albetta shall be allowed the right to enter the purchaser’s premises to collect all balance of goods up to the value of the outstanding invoices.

Should an administrator be appointed the goods must be suspended from sale with immediate effect.

10. WARRANTY

Albetta warrants that all goods supplied are to the best of its knowledge of merchantable quality fit for the purpose upon which they are supplied, conform to all current safety regulations and are free of any defects due to materials, design or workmanship.

Should Albetta accept the validity of any claim total liability shall be limited to the replacement of such items or their monetary value. The method of settlement of any claim is at the discretion of Albetta. No third party claims will be entertained whatsoever.

Albetta reserves the right to make alterations in design, colour, finish or content of the goods sold from the samples shown or displayed in brochures and catalogues. All goods are supplied are subject to availability.

Albetta will use its best endeavors to produce final products to the same specification as proofs or samples however no guarantee is expressed or implied.

Albetta at all times reserves the right not withstanding any other remedies available to it to refuse to supply and/or suspend further delivers and/or stop goods in transit or fulfill any other obligations of this contract without having to give a reason if the Customer falls to fulfill any of its obligations under this contract.

11. LIABILITY

Albetta has no liability to the Customer for consequential loss whatsoever. Such reasons shall include (but not exclusively) short, late or incomplete deliveries or damaged goods.

Albetta shall not be held responsible to the Customer and therefore has no liability to the Customer whatsoever for any non- performance whatsoever in whole or in part of its obligations as conferred under the Terms of this contract for any reason or cause beyond its control. Such reasons shall include (but not exclusively) strikes, lockouts, disruption of powder, transport, materials or fuel supplies, acts of was and civil disturbance.

12. CANCELLATION

Should the Customer decide at any time after placing an order to cancel or change their instructions Albetta shall be entitled to claim from the Customer an amount equal to

• the additional costs incurred by Albetta in respect of the change in instructions and/or transport storage and insurance of the goods ordered by the Customer prior to them being resold; and

•  any loss of profit suffered by Albetta as a result of not being able to achieve a similar or higher price on resale of the above goods. Such entitlement shall be in addition to other rights conferred upon Albetta as contained in these Terms.

13. COPYRIGHT

All content and products included on the Albetta website including but not limited to images, website design, text, graphics, audio clips, visual clips, logos, button icons and the selection and arrangement there of are the property of Albetta or its content suppliers and are protected by UK and international copyright laws.

All Albetta products are the property of Albetta and are protected by UK and international copyright laws.

All software used on the Albetta websitesite is either the property of Albetta or its software suppliers and is protected by UK and international copyright laws.

ALL RIGHTS ARE RESERVED. Permission is granted to electronically copy and to print in hard copy portions of the Albetta website for the purposes of placing an order with Albetta and using the website as an ordering resource only. Any other use of materials on the website including reproduction for purposes other than those noted above, modification, distribution, transmission, broadcasting republication, downloading or uploading without the prior written permission of Albetta is strictly prohibited.

14. DATA PROTECTION

Albetta hereby gives notice in the course of processing an application by a Customer for a credit facility that it may undertake credit-vetting procedures that may include the use of third party databases and other information. The Suppliers demy that permission for such credit vetting procedures has been granted by the Customer either upon the receipt by the Supplier of a form applying for a credit facility or by any order placed by a customer.

Albetta reserves the right to share credit information gathered on the Customer with its trade representative association.

15. LAW

This agreement is governed by the Laws of England and Wales.