DR INTERNATIONAL CLIMBING WALLS LIMITED

CONDITIONS OF SALE

1. These Conditions

(1) In these terms and conditions the expression "DR" means DR International Climbing Walls Limited, the word "Customer" shall mean the person, firm or company purchasing or agreeing to purchase goods or services from DR, the words "these Conditions" shall mean the terms and conditions of sale set out herein and the word "goods" shall mean all equipment, spare parts, other goods, repairs or services to be provided to the Customer by DR.

(2) All agreements by which DR agrees to supply goods and services to the Customer shall be subject only to these Conditions notwithstanding any variation or attempted variation of these Conditions made by the Customer in its order form or otherwise and (save as provided by Clause 1(3) of these Conditions) the making of an order by the Customer for the goods or services supplied by DR shall for all purposes be deemed to be acceptance by the Customer of these Conditions to the exclusion of any other terms and conditions. Any brochure in which these Conditions are incorporated shall constitute an invitation to treat by DR and any order placed by the Customer shall constitute an offer for goods incorporating these Conditions made by the Customer which DR may in its discretion accept in writing or by telephone, fax or telex. No cancellation of an order by the Customer shall be valid unless made in writing and accepted in writing by DR.

(3) No variation of these Conditions is permitted unless expressly accepted in writing by a director of DR.

2. The Goods

(1) Subject to Condition 2(3) below and subject to the warranty contained in Clause 6 (1), all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between DR and the Customer. All representations as to performance of the goods are based on information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.

(2) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer's normal designs and specifications current at the date of manufacture or delivery and the supply by DR of goods differing from any contractual or pre-contractual specifications or descriptions shall not be in a breach of the agreement between DR and the Customer insofar as the goods are of approximately equivalent performance to the goods referred to in such specifications or descriptions.

(3) The goods are supplied with fixing instructions. It is essential for the safety of the Customer and the users of the goods that the fixing instructions are complied with at all times. DR reserves the right to vary the terms of the fixing instructions from time to time and the Customer shall comply with the fixing instructions issued from time to time.

3. Delivery and Risk

(1) The cost price shown in the current price list of DR will state whether or not such price is inclusive or exclusive of value added tax and of the cost of packing and carriage.

(2) The time for delivery of the goods is not of the essence. The agreed dated (if any) for delivery are estimates only and a failure by DR to comply with them shall not be a breach of these Conditions.

(3) Unless otherwise expressly agreed the place of delivery shall be the place specified in the order and the goods shall be at the Buyer's risk from the time of delivery.

(4) The Customer is required to inspect the goods on receipt and to notify DR of any defects or complaints or if the goods are supplied without fixing instructions within 7 days.

(5) If any payment due to DR is overdue for 30 days or if the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition is presented or a resolution passed for the winding up of the Customer (if the Customer is a company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to DR, the Customer shall then be deemed to have repudiated any agreements it may then have with DR who shall be entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.

4. Property in the Goods

(1) Notwithstanding risk in the goods passes to the Customer in accordance with Clause 3(3) of these Conditions the goods shall remain the sole and absolute property of DR and title to and legal and equitable ownership of the goods shall not pass to the Customer until payment is received by DR for all monies due from the Customer to DR in respect of all goods supplied by DR to the Customer and the Customer acknowledges that until such payment is made in full it is in possession of the goods solely as a fiduciary for DR.

(2) The Customer is licensed by DR to use or to agree to sell the goods provided that the entire proceeds of any sale of such goods are held in trust for DR and are not mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as DR's money.

(3) Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to DR and the Customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification of the goods to be removed defaced or obscured.

(4) DR may for the purpose of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(5) 5. Price and Payment

(1) Unless otherwise expressly agreed, the price is payable on order (or if DR expressly agrees to that effect in writing) on delivery of the goods with invoice. If the Customer does not take delivery when requested, the price is payable 7 days after DR has requested the Customer to take delivery, together with a reasonable charge for the care and storage of the goods.

(2) Time for payment is of the essence and if payment is not made within 30 days from the date of invoice DR may require the Customer to pay interest at 5% per month from the date of the invoice compounded monthly.

(3) Unless otherwise stated, all payments are to be made in sterling to DR's address as stated on the invoice.

(4) Where any agreement to supply goods provides for goods to be delivered by installments which are to be separately paid for, such agreement shall not be severable and failure by the Customer to pay for or accept delivery of any installment by the due date shall entitle DR at its option to treat the whole agreement with the Customer as repudiated.

(5) The price may be increased by DR at its discretion to take account of fluctuations in exchange rates or increases in the cost of the goods to it or taxes or otherwise.

(6) The price shall be payable without any deduction or set-off.

(7) If payment is not made by the date on which it is due DR will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to DR) the sum of £15 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by DR in taking steps to secure payment.

6. Liability of DR

(1) Save as herein specifically provided and save to the extent that the same cannot by statute be excluded all conditions and warranties or representations express or implied statutory or otherwise in relation to the goods are hereby excluded.

(2) DR does not exclude liability in respect of death or personal injury which results from the negligence of DR, its employees, agents or subcontractors.

(3) DR shall not be liable for any financial consequential or indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract or tort or in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contracts, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of DR or any of its employees agents or subcontractors) and personal injury to the Customer or anyone else (except so far as such injury is attributable to DR's negligence).

(4) To be valid any claim against DR whether in contract or tort must be brought within two years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.

(5) The Customer understands and acknowledges that:-

(a) the goods must be used only in accordance with the fixing instructions and failure to do so could result in the failure of the goods or the death or injury of the Customer or some third party. Accordingly DR will not accept liability for any defect in the goods or for the death or injury of any person arising from a failure to comply with the fixing instructions or misuse of the goods.

(b) the goods are susceptible to failure, deterioration or damage by prolonged or abnormal wear or use, exposure to sunlight or solvents. For this reason any claim against DR (other than arising from any death or personal injury arising by reason of the negligence of DR or any of its employees, agents or contractors) shall be limited to the price of any defective goods.

7. Force Majeure

DR shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation strikes, lockouts, industrial disputes, failure of power supplies, delays caused by British Telecommunications plc or any other person, firm or company, delays caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activity, embargoes, fire, explosion, flood or natural causes) and in such event DR may elect by written notice to cancel any agreement with the Customer or elect that the time for performance shall be extended until such time as DR can reasonably effect performance.

8. Waiver

If the Customer shall be in breach of any of these Conditions then the failure by DR to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by DR.

9. Notices

All demands, notices and other communications shall be in writing and addressed to DR at its address shown in invoices delivered by it and to the Customer at the address given by it for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to have been duly given or made by letter 48 hours after being posted first class postage prepaid or if delivered by hand at the time of delivery or if given or made by telex when the sender shall receive the answerback of the person to whom it is sent.

10. Law and Jurisdiction

These Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the jurisdiction of the Courts in England.