STANDARD TERMS & CONDITIONS FOR THE SALE OF MATERIALS AND/OR THE PROVISION OF SERVICES

DEFINITIONS

"Agreed Payment Date"

means 30 days from the date of invoice UK, Export INCO terms 2000 or as otherwise notified in writing to the Buyer by The Companies;

"Customer"

means the person, organisation or company seeking to purchase either materials or services from The Companies;

"Conditions"

means the terms and conditions of sale set out herein;

"Contract"

means this contract between the Client and The Companies which is governed by these Conditions;

"Contract Price"

means the price for the Materials and/or Services including carriage, packing, insurance, VAT and other Customs Duties where applicable as stated overleaf;

"The Companies"

means Perfect Portion Control Limited and/or Club Diet Plate Ltd, Unit 28b, 4th floor, Vernon Mill, Mersey St, Stockport, SK1 2HX.

"Materials

means the materials which include without limitation plates, bowls, crockery, artwork, tapes, optical compact/other discs and promotional materials that the Customer agrees to buy and/or use from The Companies; pursuant to those Conditions which are specified overleaf;

"Purpose"

means the purpose for which the Materials are to be used as notified to The Companies by The Customer;

"Services"

means the services including without limitation the method of planning and designing of plates, bowls, crockery, packaging, literature, point of purchase materials which are to be provided to the Customer by The Companies or Club Diet Plate Ltd. pursuant to these conditions.

CONDITIONS APPLICABLE

1.1 These Conditions shall apply to all contracts for the sale of Materials and/or the provision of Services by The Companies to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.

1.2 All orders or requests for Materials and/or Services shall be deemed to be an offer by the Customer to purchase Materials and/or to engage The Companies to provide the Services pursuant to these Conditions and The Companies' quotation shall act as an invitation to treat only.

1.3 Acceptance of delivery of the Materials or perfomance of the Services shall be deemed conclusive evidence of the Customer's acceptance of these Conditions.

1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by The Companies.

1.5 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.6 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.7 References to "Customer" shall include all its Group and Associated Companies (if any) as defined in Section 736 Companies Act 1985 and any obligations of the Customer to The Companies shall be owned by such companies accordingly as though parties to these Conditions. In entering into these Conditions the Customer represents warrants that it has authority to bind all such Group and Associated Companies.

1.8 That the Customer and associated companies will not retail The Diet Plate range of products on eBay.com, Amazon.co.uk, Amazon.com or related internet sites without prior consent from The Companies.

1.9 That product is sold to distributors under sale and no return only.

PRICE AND PAYMENT

2.1 The quotation provided by The Companies to the Customer in respect of the cost of the Services and/or Materials is an estimate only and shall not be binding on The Companies. All quotations given are exlusive of Value Added Tax, other Customs Duties and out of pocket expenses, subsistence, delivery charges, etc, which will be charged on to the Customer.

2.2 The Contract Price may be subject to increase in the event that the quantity of Materials is increased or the type of Materials is varied by the Customer or the time taken to provide the Services is extended as a direct or indirect result of anything done or requested to be done by the Customer or to take account of any increase in costs of any materials to it (including currency fluctuations) which are used in the production of the Materials or the performance of the Service.

2.3 The Contract Price shall be payable on the Agreed Payment Date and time for payment of the Contract Price shall be of the essence with interest on overdue payments accruing from the Agreed Payment Date from day to day until the date of payment at the rate of 5% above Barclays Bank base rate from time to time in force after as well as before any judgement.

2.4 Nothwithstanding any of its other rights if the Contract Price remains outstanding beyond the Agreed Payment Date The Companies shall be entitled at its option to call for the Materials to be returned to it if it so wishes, to use the Materials for its own purposes or to re-sell them to any third party.

2.5 In the event that The Companies choose to re-sell the Materials the Customer shall remain liable to The Companies for the shortfall, if anny, between the Contract Price together with interest thereon and the price paid by the purchaser of the Materials.

SPECIFICATION

3.1 The Companies shall use every skill and care in the performance of the Services but the Customer shall be responsible to The Companies for ensuring the accuracy of the terms of any order for Materials and/or Services (including but not exclusively any relevant Specification) and for providing to The Companies any necessary information concerning the order within a sufficient time to enable The Companies to perform the Contract in accordance with these Conditions.

3.2 The Companies shall consult with the Customer from time to time in order to further determine the Customer's requirements and may, in performing the Services, provide the Customer with alternative samples of Materials in order that the Customer may choose which of the Materials are required.

3.3 Any samples of Materials which are provided to the Customer by The Companies in accordance with sub-clause 3.2 above but which are not chosen by the Customer shall remain the sole property of The Companies and the Customer shall not be entiteled to use the same and Clauses 6 and 7 below shall applyt in respect of such samples.

CLUB DIET PLATE AND SLIMMER OF THE YEAR

4.1 Members who opt into Club Diet Plate are agreeing to opt in to our newsletter service and may receive emails from time to time through the term of a one year membership and up to 5 years beyond. This does not affect the OPT OUT mechanism and they can choose to opt out if desired. Additional support from the dietitian and Club Diet Plate member. Club Diet Plate will not be held responsible for any advice or services rendered between the CDP member and said dietitian.

4.2 Club Diet Plate members may enter Slimmer of the Year competitions. By doing this you agree to provide a before and after photograph and "slimmer story" whereby the copyright passes to The Companies for use by Perfect Portion Control in any promotional material deemed necessary. This may include, general testimonials in magazines, web, newspapers, radio or TV. No royalties will be due, except for the agreed prize money and benefits associated with Slimmer of the Year competition. Appearance fees will not be paid, but out of pocket expenses associated will. Competition rules are binding and judges decisions are final.

DELIVERY AND PERFORMANCE

5.1 Delivery of the Materials shall be made by the Customer collecting the Materials at The Companies; premises at any time after The Companies has notified the Customer that the Materials are ready for collection or, if some other place for delivery is agreed by The Companies, by The Companies; delivering the Materials (at the Customer's expense) to that place.

5.2 Where The Companies agrees in writing that delivery shall be made otherwise than by the Customer collecting the Materials from The Companies premises then delivery shall be effected once the Materials arrive at the agreed place for delivery.

5.3 Any dates quoted for delivery of the Materials or performance of the Services are approximate only and The Companies shall not be liable for any delay in delivery or performance howsoever caused. Time for delivery or performance shall not be of the essence unless previously agreed by The Companies in writing.

RISK AND PROPERTY IN THE MATERIALS

6.1 Risk of damage to or loss of the Materials shall pass to the Customer:-

(a) in the case of Materials to be delivered at The Companies premises, at the time when The Companies notifies the Customer that the Materials are available for collection; or

(b) in the case of Materials to be delivered otherwise than at The Companies premises, the time when The Companies has tendered delivery of the Materials.

6.2 Notwithstanding delivery and the passing of risk in the Materials, or any other privion of these Conditions, the property (including the Intellectual Property as hereinafter defined) in the Materials shall not pass to the Customer and the Customer shall not be entitled to use the Materials until The Companies have received cash or cleared funds payment in full of the price of the Materials and all other Materials agreed to be sold or Services agreed to be provided by The Companies to the Cusotmer for which payment is then due.

INTELLLECTUAL PROPERTY

7.1 All intellectual property rights in the Materials (the "Intellectual Property Rights") shall at all times remain versted in The Companies and nothing in these Conditions shall constitute an assignment by Perfect Portion Control or Club Diet Plate of the Intellectual Property Rights to the Customer or to any third party.

7.2 The Customer shall not licence or assign or purport to licence or assign the Intellectual Property Rights to any third party in any part of the world and the Customer shall indemnify Kay Illingworth, Perfect Portion Control for any losses and expenses incurred as a result of any breach by the Customer of this sub-clause.

7.3 Kay Illingworth, Perfect Portion Control hereby asserts its right to be identified as the author and owner of all Intellectual Property Rights in the Materials and has not waived its right to object to derogatory treatment of the Materials.

7.4 The Customer shall ensure that wherever the Materials (or representations thereof) are used on any packaging, promotional literature, etc, such packaging, promotional literature, etc shall unless prior written consent to the contrary is given by The Companies, bear the wording "Copyright The Companies" together with the year in which the Materials were produced.

LICENCE

8.1 This Contract hereby entitles the Customer to use the Materials under licence for the Purpose only and for no other purpose and the Customer shall not be entitles to use the Materials or any derivative of the Materials for any purpose other than the Purpose without the prior written consent of The Companies.

8.2 Where The Companies gives its consent to the use of the Materials in accordance with Clause 7.1, the Customer undertakes to pay to The Companies royalties of 14% of gross sales of any product in relation to which the Materials are used (subject to a minimum royalty payment of £20,000 per annum), payable to The Companies; quarterly within 30 days of 31 March, 30 june, 30 September and 31 December in each year.

8.3 For the avoidance of doubt and notwithstanding the provisions of Clause 7.2 The companies may at its sole discretion require such royalty sums and/or fixed sums as it may require prior to giving its consent to the extension of the Customer's licence to use the Materials.

ASSIGNMENT OF INTELLECTUAL PROPERTY

The Companies may in in its absolute discretion and in consideration of such monetary sums as it may stipulate agree to assign the Intellectual Property Rights to the Customer or at the Customer's direction in which case no royalties under Clause 7 will be payable.

FORCE MAJEURE

The Companies shall not be liable to the Customer or be deemed to be in reach of the Conditions for any failure in the performance of any of its obligations under these Conditions cause by factors outside its control.

WARRANTIES AND LIABILITIES

10.1 The Companies warrants that it has title to the Materials and that the Services will be carried out using reasonable skill and care but that all other warranties, conditions or long terms relating to fitness for purpose, suitability or condition of the Materials and/or their operation and whether implied by statute or common law or otherwise are excluded (including compliance with any public law requirement relating to the Materials) and the Customer shall satisfy itself in this respect prior to the formation of the contract.

10.2 The Companies shall not be liable to the Customer for any losses, expenses or damages incurred by it in respect of any infringement of any third party's rights caused by the use by the Customer of the Materials.

10.3 The Companies shall be under no liability for any indirect or consequential loss and/or expense (including loss of profit) suffered bu the Customer or any third party arising out of breach by The Companies of these Conditions and in any even its maximum liability to the Customer for any loss or series of losses hereunder whether arising in contract or tort shall be limited to the 30% of the Contract Price or the sum of £7,000 whichever is the higher.

10.4 Nothing in this Agreement shall be deemed to exclude or restrict The Companies liabilty for death or personal injury resulting from The Companies negligence save in the circumstances set out in Clause 10.1 above or otherwise where the Customer is dealing as a "consumer" (as defined in the Unfair Contract Terms Act 1977 Section 12) all liability of The Companies for negligence is expressly excluded.

11 MARKETING DOCUMENTATION

Any of the particulars contained in any of The Companies sales promotion documentation, circulars, other Literature and presentations are for the Customer's general guidance only and shall not constitute representations by The Companies and The Companies shall not be bound thereby.

12 ASSIGNMENT

The Customer shall not assign or transfer or purport to assign or transfer the Contract or the benefits thereof to any person without the prior written consent of The Companies;

13 NOTICES

Any notice to be given hereunder shall be in writing and shall be deemed to have been dully given if sent or delivered to the party concerned at its address or such other address as may be specified by either party by notification to the other in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.

14 SEVERABILITY

If any provision of these Conditions is held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions of these Conditions and the remainder of the affected provisions shall continue to be valid.

15 PROPER LAW & JURISDICTION

The Contract shall be governed by and construed in accordance with the Law of England and any matter to be determined hereunder will be subject to the exclusive jurisdiction of the English Courts.