1 for the purposes of these Conditions the term "the Company' shall mean posturemax® Limited, the term "the Goods" shall mean such chairs or other goods as are manufactured and sold by the Company and the term "the Buyer" shall mean the purchaser of the goods.

2 These Conditions apply to all business transactions between the Company and the Buyer and shall be the sole contractual basis of any sale agreement between them.

3 Orders are accepted subject only to these Conditions of Sale and to the exclusion of all other terms and conditions including any terms or conditions which may purport to apply under any purchase order, confirmation of order or similar document. Any variation to these Conditions (including any special conditions agreed between the parties) shall be inapplicable and of no effect whatever unless agreed in writing by the Company.

4 The price of the goods shall be the Company's published price at the date of invoice and VAT shall be due thereon at the rate ruling on that same date.

5 Payment by the Buyer shall be made to the Company before the end of the month that follows the date of the invoice and time for payment shall be of the essence. The Company shall charge interest on invoices that shall become overdue to be paid by the Buyer from day to day until the date of payment at a rate of 2% above Midland Bank plc's base rate from time to time in force and shall accrue at such rate after as well as before any judgement.

6 All terms and conditions and warranties (whether implied or made expressly) whether by the Company or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Company's specification) relating to the quality and/or fitness for purpose of the goods or any of the goods are excluded.

7 The Goods shall be manufactured and supplied in accordance with the description contained within the Company's specification and manufactured in accordance with all applicable British Standards which relate specifically to the goods.

8 The Company may from time to time make changes in the specification of the goods as may be necessary such as to comply with any applicable or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

9 The Company shall deliver the goods to an address and during a day (within normal working hours) agreed with the Buyer. In the event that the Buyer is unable to accept such delivery the Company shall have the right to charge to and recover from the Buyer all costs incurred in connection therewith as if the same were a debt.

10 The Buyer shall take delivery of the goods tendered by the Company notwithstanding that the quantity so delivered shall be less than the quantity purchased provided that such discrepancy in quality shall not exceed 40% and in which event the price shall be adjusted pro rata to the discrepancy.

11 The Buyer is under obligation to inspect the goods upon receipt and shall notify the Company of any damage to the goods within three days thereof.

12 The Company shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Company of any sale agreement. In the event of any such breach by the Company the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price of the Goods.

13 In spite of delivery having been made property in the goods shall not pass to the Buyer until the Buyer shall have paid to the Company the price plus VAT in full and no other sums whatever shall be due from the Buyer to the Company. The Buyer holds the goods in a fiduciary capacity as bailee for the Company. The Buyer agrees to keep apart and separately to identify (as belonging to the Company) all goods owned by the Company in its possession. The Company reserves the right of disposal of any of its property and shall be at liberty to retake possession of the same or any part thereof and for that purpose enter into any premises of the Buyer until the goods delivered to the Buyer by the Company have been paid for in full. The Buyer is authorised to sell or to use the goods as a bailee of the Company. If the goods or any part thereof are sold then if the property in the goods is within the Company pursuant to these terms property shall pass from the Company to the new buyer. In the event that the Buyer receives from any person payment in respect of the goods or any part thereof the Buyer shall receive and hold such monies on behalf of the Company and keep them separate and apart until the Company has been paid in full for the goods comprised in any agreement between the Company and the Buyer.

14 The Buyer shall insure and keep insured the goods to the full price against "all risks" to the reasonable satisfaction of the Company until the date that property in the goods passes from the Company. If the Buyer fails so to do and without prejudice to the other rights of the Company all sums whatever owing to the Company by the Buyer shall forthwith become due and payable.

15 Any sale agreement between the Company and the Buyer may be subject to cancellation by the Company by reason of an Act of God, force majeure or other cause beyond the control of the Company.

16 The Company guarantees that the goods are fit for the purpose for which they are intended and further guarantees the goods to be free from defects in materials and workmanship for a period of five years for structural parts under 24 hour office use excepting fair wear and tear. The Company undertakes to repair the goods or any part thereof which proves to be defective under normal conditions of use.

17 All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Company and in no case may any trade mark other than those applied by the Company be marked on or applied in relation to the goods. No right or licence is granted under any sale agreement to the Buyer under any patent, trade mark, copyright, design right or other intellectual property right except the right to use or resell the goods.

18 Any sale agreement between the Company and the Buyer shall be subject to the laws of England and Wales and all disputes arising out of such sale agreements shall be subject to the jurisdiction of the courts of England and Wales.