1. Unless specified, all prices are quoted exclusive of delivery charges and VAT at the current rate.

2. It is company policy to request part or full payment with order from customers. Account application forms are available upon request.

3. Manor Architectural Ceramics Ltd will avoid wherever possible, but reserves the right to amend quoted prices before delivery in the event of increases in the costs of raw materials and other expenses (including duties and taxes) that affect the quoted prices.

4. For all goods made to order, such orders are deemed firm sales. Cancellations or modifications to the order can only be considered if received in writing within 5 working days of acceptance of the purchase order and/or at the discretion of a company director. The buyer will be held responsible for payment for all orders placed which do not meet these cancellation/modification criteria.

5. Payment terms are 30 days from date of invoice for account holders (see point 2. above) or if alternative terms are agreed in writing between the buyer and seller. Invoices are generated on the date of order shipment.

6. Pre-production samples are charged at £15.00 plus VAT and delivery each. This charge may be deducted from the final invoice if satisfactory specifications have been supplied by the customer prior to production of the samples. E.g. for colour matching, pantone colour references or accurate colour print.

By Cheque (in UK sterling) payable to: Manor Architectural Ceramics Ltd

Foreign currency payments can be made by prior arrangement.

7. Any goods supplied will remain the property of Manor Architectural Ceramics Ltd until payment is received in full.

8. If Manor Architectural Ceramics Ltd has not received payment in full by the agreed payment date, Manor Architectural Ceramics Ltd may;

i) Suspend delivery of any or all contracts whilst the buyer remains in arrears and/or cancel any or all outstanding orders and contracts and invoice for any costs accruing from such orders.

ii) Charge interest at 5% above Manor Architectural Ceramics Ltds' registered bank base rate for all outstanding indebtedness, with interest accruing on a daily basis.

iii) Charge all costs incurred by Manor Architectural Ceramics Ltd that are attributable to the late payment.

9. Orders incur carriage charges at cost, current at the time of despatch, unless otherwise agreed in writing.

10. Buyers requiring part-order deliveries at different times and/or multiple destinations will incur carriage charges as point 9. above with each part-order delivery and/or destination being treated as a separate order.

11. Although Manor Architectural Ceramics Ltd will endeavour to despatch the ordered goods within the time quoted, Manor Architectural Ceramics Ltd can accept no liability for failure to do so and such failure shall not entitle the buyer to cancel the order. Manor Architectural Ceramics Ltd shall in no way be liable for any consequences to the buyer for late delivery.

12. Any claims for damage, missing or incorrect items or other perceptions of non-compliance with the written order, must be received by Manor Architectural Ceramics Ltd within 7 working days of delivery of the consignment.

13. Manor Architectural Ceramics Ltd retains the right to supply goods on a non-exclusive basis unless prior written agreement has been made between Manor Architectural Ceramics Ltd and buyer(s) which specifies the terms and conditions of such exclusive supply arrangements. However, Note 17 also applies.

14. Products originated by Manor Architectural Ceramics Ltd. Complete ownership of title and copyright of all products and designs remains with Manor Architectural Ceramics Ltd unless such rights are transferred to the buyer under a separate written agreement.

15. Artwork & designs supplied by the customer to Manor Architectural Ceramics Ltd . Manor Architectural Ceramics Ltd accepts artwork and designs/images and all materials suitable for copyright ONLY on the basis that the provider of the material owns or has authorisation to determine use of such copyrighted materials. Manor Architectural Ceramics Ltd will accept no responsibility for breach of copyright including consequential losses. Copyrightable materials are accepted in good faith that the provider has authorisation to determine their use. Manor Architectural Ceramics Ltd will not conduct investigations and/or incur costs in ascertaining ownership.

16. Products manufactured using copyrighted materials. Manor Architectural Ceramics Ltd respects the ownership of copyrighted materials. Products manufactured using such materials are subject to supply arrangements as agreed by Manor Architectural Ceramics Ltd and the provider of the copyright (See also Note 15.). All manufacturing rights remain exclusively with Manor Architectural Ceramics Ltd.

17. Licensing. If product subject to Note 16. is supplied by Manor Architectural Ceramics Ltd on a non-exclusive basis, a royalty payment of a % of net sales value will be payable to the provider of the copyrighted materials for items not supplied to them. Actual terms of payment, including the % value will be subject to written agreement. In the absence of such an agreement, the payment will default to 2% of net sales value exclusive of taxes and duties, payable on receipt of payment for the goods supplied.

18. The buyer will not resell or use any products supplied by Manor Architectural Ceramics Ltd in any form or packaging other than that in which it was supplied without prior written consent of Manor Architectural Ceramics Ltd.

19. Manor Architectural Ceramics Ltd retains the right to use their own images of products manufactured for customers for promotional purposes unless prior written agreement has been made between Manor Architectural Ceramics Ltd and customer(s) stating otherwise.

2/1/05