Funbox Media Ltd - Terms of Trading

1 Business customers

1.1 These terms apply to business customers only

1.2 You are classified as a business customer if you indicate to us that the goods

supplied by us will be used in the course of your business or if you use the goods in

the course of your business.

1.3 These are our standard terms and conditions of trading. It is acknowledged that we

may, during the course of business, include special terms and conditions with

individual customers. Any variation to our standard terms must be agreed in writing

and signed by a director of Funbox Media Ltd.

2 Price

2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at

the rate applying at the time of delivery.

2.2 Our quotations lapse after 30 days (unless otherwise stated).

2.3 The price quoted excludes delivery (unless otherwise stated).

2.4 Unless otherwise stated, the price quoted to business customers is an illustrative

estimate only and the price charged will be our price current at the time of delivery.

2.5 Rates of tax and duties on the goods will be those applying at the time of delivery.

2.6 At any time before delivery we may adjust the price to reflect any increase in our

costs of supplying the goods.

3 Delivery

3.1 All delivery times quoted are estimates only.

3.2 If we fail to deliver within a reasonable time after the quoted delivery time, you may

(by informing us in writing) cancel the contract, however:

3.2.1 you may not cancel if we receive your notice after the goods have been dispatched;

and

3.2.2 if you cancel the contract, you can have no further claim against us under that

contract.

3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the

basis that you have no claim against us for delay (including indirect or consequential

loss, or increase in the price of the goods).

3.4 We may deliver the goods in instalments. Each instalment is treated as a separate

contract.

3.5 We may decline to deliver if:

3.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or

3.5.2 the premises (or the access to them) are unsuitable for our vehicle.

4 Risk

4.1 The goods are at your risk from the time of delivery.

4.2 Delivery takes place either:

4.2.1 at our distribution centre (if you are an export customer and collecting them or

arranging carriage)

4.2.2 at your premises or address specified by you (if we are arranging carriage).

4.3 You must inspect the goods on delivery. If any goods are damaged or not delivered,

you must write to tell us within 48 hours of delivery or the expected delivery time.

You must give us (and any carrier) a fair chance to inspect the damaged goods.

5 Payment terms

5.1 You are to pay us in cash or in cleared funds on or prior to delivery, unless you have

an approved credit account.

5.2 If you have an approved credit account, payment is due no later than 30 days after

the date of our invoice unless otherwise agreed in writing.

5.3 If you fail to pay us in full on the due date we may:

5.3.1 suspend or cancel future deliveries;

5.3.2 cancel any discount offered to you;

5.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial

Debts (Interest) Act 1998;

a. calculated (on a daily basis) from the date of our invoice until payment;

b. before and after any judgment (unless a court orders otherwise);

5.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit

control overhead costs; and

5.3.5 recover (under clause 5.6) the cost of taking legal action to collect the monies due.

5.4 If you have an approved credit account we may withdraw it or reduce your credit limit

or bring forward your due date for payment. We may take any of these actions at

any time and without notice.

5.5 You do not have the right to set off any money you may claim from us against

anything you may owe us.

5.6 You are to indemnify us in full and hold us harmless from all expenses and liabilities

we may incur (directly or indirectly and including finance costs, legal costs on a full

indemnity basis and the costs of instructing a debt collection agency to recover a

debt due to us if any) following any breach by you of any of your obligations under

these terms.

6 Title

6.1 Until you pay all debts you may owe us:

6.1.1 all goods supplied by us remain our property;

6.1.2 you must store them so that they are clearly identifiable as our property;

6.1.3 you must insure them (against the risks for which a prudent owner would insure

them) and hold the policy on trust for us;

6.1.4 you may use those goods and sell them in the ordinary course of your business, but

not if:

a. we revoke that right (by informing you in writing); or

b. you become insolvent.

6.2 You must inform us (in writing) immediately if you become insolvent.

6.3 If your right to use and sell the goods ends you must allow us to remove the goods.

6.4 We have your permission to enter any premises where the goods may be stored:

6.4.1 at any time, to inspect them; and

6.4.2 after your right to use and sell them has ended, to remove them, using reasonable

force if necessary.

6.5 Despite our retention of title to the goods, we have the right to take legal proceedings

to recover the price of goods supplied should you not pay us by the due date.

6.6 You are not our agent. You have no authority to make any contract on our behalf or

in our name.

7 Warranties

7.1 We warrant that the goods:

7.1.1 comply with their description on our acknowledgement of order form; and

7.1.2 are free from material defect at the time of delivery (as long as you comply with

clause 7.3).

7.2 We give no other warranty (and exclude any warranty, term or condition that would

otherwise be implied) as to the quality of the goods or their fitness for any purpose.

7.3 If you believe that we have delivered goods which are defective in material or

workmanship, you must:

7.3.1 inform us (in writing), with full details, as soon as possible; and

7.3.2 allow us to investigate (we may need access to your premises and product samples).

7.4 If the goods are found to be defective in material or workmanship (following our

investigations), and you have complied with those conditions (in clause 7.4) in full,

we will (at our option) replace the goods or refund the price.

7.5 We are not liable for any other loss or damage arising from the contract or the supply

of goods or their use, even if we are negligent, including (as examples only);

7.51 direct financial loss, loss of profits or loss of use; and

7.5.2 indirect or consequential loss

7.6 Our total liability to you (from one single cause) for damage to property caused by

our negligence is limited to £2,000,000.

7.7 If we fail to supply within a reasonable time after the quoted delivery time, we will

inform you and refund any monies paid in advance but you will have no further claim

against us.

7.8 For all other liabilities not referred to elsewhere in these terms our liability is

limited in damages to the price of the goods.

7.9 Nothing in these terms restricts or limits our liability for death or personal injury

resulting from negligence.

7.10 Nothing in these terms affects or limits our liability for fraudulent

misrepresentation.

8 Specification

8.1 If we prepare the goods in accordance with your specifications or instructions you

must ensure that:

8.1.1 the specifications or instructions are accurate;

8.1.2 goods prepared in accordance with those specifications or instructions will be fit for

the purpose for which you intend to use them; and

8.1.3 your specifications or instructions will not result in the infringement of any intellectual

property rights of a third party, or in the breach of any applicable law or regulation.

8.2 We reserve the right;

8.2.1 to make any changes in the specifications of our goods that are necessary to ensure

they conform to any applicable safety or statutory requirements; and

8.2.2 to make without notice any minor modifications in our specifications we think

necessary or desirable.

9 Return of goods

9.1 We will accept the return of goods from you only:

9.1.1 by prior arrangement (confirmed in writing and signed by a Director of zushi games ltd.

9.1.2 on payment of an agreed handling charge (unless the goods were defective when

delivered) and

9.1.3 where the goods are as fit for sale on their return as they were on delivery (Mint

Stock)

10 Export terms

10.1 Clause 10 of these terms applies (except to the extent that it is inconsistent with any

written agreement between us) where we supply the goods over an international

border or overseas.

10.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the

time when the contract is made apply to exports, but these terms prevail over the

Incoterms to the extent that there is any inconsistency.

10.3 Unless otherwise agreed, the goods are supplied ex works at our place of

manufacture.

10.4 Where the goods are to be sent by us to you by a route including sea transport we

are under no obligation to give a notice under section 32(3) of the Sale of Goods Act

1979.

10.5 You are responsible for arranging testing and inspection of the goods at our

premises before shipment (unless otherwise agreed). We are not liable for any defect

in the goods which would be apparent on inspection unless a claim is made before

shipment. We are not liable for any damage during transit.

10.6 We are not liable for death or personal injury arising from the use of the goods

delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair

Contract Terms Act 1977).

11 Cancellation

11.1 You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2

then apply).

11.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished

or unfinished) that we may then hold (or to which we are committed) for the order.

11.3 We may suspend or cancel the order, by written notice if:

11.3.1 you fail to pay us any money when due (under the order or otherwise);

11.3.2 you become insolvent;

11.3.3 you fail to honour your obligations under these terms.

12 Waiver and variations

12.1 Any waiver or variation of these terms is binding in honour only unless:

12.1.1 made (or recorded) in writing;

12.1.2 signed on behalf of each party; and

12.1.3 expressly stating an intention to vary these terms.

12.2 All orders that you place with us will be on these terms (or any that we may issue to

replace them). By placing an order with us, you are expressly waiving any printed

terms you may have to the extent that they are inconsistent with our terms.

13 Force majeure

13.1 If we are unable to perform our obligations to you (or able to perform them only at

unreasonable cost) because of circumstances beyond our control, we may cancel or

suspend any of our obligations to you, without liability.

13.2 Examples of those circumstances include act of God, accident, explosion, war,

terrorism, fire, flood, transport delays, strikes and other industrial disputes and

difficulty in obtaining supplies.

14 General

14.1 English law is applicable to any contract made under these terms. The English and

Welsh courts have non-exclusive jurisdiction.

14.2 If you are more than one person, each of you is liable for all of your obligations under

these terms (joint and several liability).

14.3 If any of these terms are unenforceable as drafted:

14.3.1 it will not affect the enforceability of any other of these terms; and

14.3.2 if it would be enforceable if amended, it will be treated as so amended.

14.4 We may treat you as insolvent if:

14.4.1 you are unable to pay your debts as they fall due; or

14.4.2 you (or any item of your property) becomes the subject of:

a. any formal insolvency procedure (examples of which include receivership, liquidation,

administration, voluntary arrangements (including a moratorium) or bankruptcy);

b. any application or proposal for any formal insolvency procedure; or

c. any application, procedure or proposal overseas with similar effect or purpose.

14.5 All brochures, catalogues and other promotional materials are to be treated as

illustrative only. Their contents form no part of any contract between us and you

should not rely on them in entering into any contract with us.

14.6 Any notice by either of us which is to be served under these terms may be served by

leaving it at or by delivering it to (by first class post or by fax) the other’s registered

office or principal place of business. All such notices must be signed.

14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of

Third Parties) Act 1999) by any person not identified as the buyer or seller.

14.8 The only statements upon which you may rely in making the contract with us are

those made in writing signed by a Director and either:

14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the

contract is made; or

14.8.2 which expressly state that you may rely on them when entering into the contract.

14.9 Please note that we may transfer personal information about you to those we may

appoint to administer your account or recover amounts owing. That may include, for

example, passing information about you to our insurers, debt recovery agents and solicitors if you fail to pay us.