Home and Beauty
Limited

The customer's attention is drawn in particular to the provisions of
clause 9.

1.INTERPRETATION

Definitions. In these Conditions, the following definitions apply:

Business Day:a day (other than a Saturday, Sunday or public holiday) when banks in
London are open for business.

Conditions:
the terms and conditions set out in this document as amended from
time to time in accordance with clause 11.6.

Contract:
the contract between HBL and the Customer for the sale and purchase
of the Goods in accordance with these Conditions.

Customer:
the person or firm who purchases the Goods from HBL.

Force
Majeure Event:
has the meaning given in clause 10.

Goods:
the goods (or any part of them) set out in the Order.

HBL:
Home
and Beauty Limited (registered in England and Wales with company
number 5977621).

Offers:
promotional
offers sent to
Customers
of HBL.

Order:
the Customer's order for the Goods, as set out in the Customer's
purchase order form.

2.BASIS OF THE CONTRACT

2.1 These Conditions apply to the Contract to the
exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or
course of dealing.

2.2 The Order constitutes an offer by the Customer to
purchase the Goods in accordance with these Conditions. The Customer
is responsible for ensuring that the terms of the Order are complete
and accurate.

2.3 The Order shall only be deemed
to be accepted when HBL issues a written acceptance of the Order, at
which point the Contract shall come into existence.

2.4 The Contract constitutes the
entire agreement between the parties. The Customer acknowledges that
it has not relied on any statement, promise or representation made or
given by or on behalf of HBL which is not set out in the Contract.

2.5 Any samples, photographs,
descriptive matter, or advertising produced by HBL and any
[descriptions or] illustrations contained in HBL's Offers are
produced for the sole purpose of giving an approximate idea of the
Goods described in them. They shall not form part of the Contract or
have any contractual force.

2.6 A quotation for the Goods
given by HBL shall not constitute an offer. A quotation shall only be
valid on its date of issue, subject to availability.

3.Goods

3.1 The Goods are described in
HBL's Offers.

3.2 HBL reserves the right to
amend the specification of the Goods if required by any applicable
statutory or regulatory requirements.

4.Delivery

4.1 HBL shall deliver the Goods to
the location set out in the Order or such other location as the
parties may agree (Delivery
Location)
at the time agreed by the parties.

4.2 Delivery of the Goods shall be
completed on the Goods' arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only,
and the time of delivery is not of the essence.

4.4 If the Customer fails to agree
a date for delivery of the Goods within a reasonable time of HBL
notifying the Customer that the Goods are ready, then, except where
such failure or delay is caused by a Force Majeure Event or HBL's
failure to comply with its obligations under the Contract HBL shall
store the Goods until delivery takes place, and charge the Customer
for all related costs and expenses (including insurance).

4.5 If 10 Business Days after the
day on which HBL notified the Customer that the Goods were ready for
delivery the Customer has not accepted delivery of them, HBL may
resell or otherwise dispose of part or all of the Goods and, after
deducting reasonable storage and selling costs, account to the
Customer for any excess over the price of the Goods or charge the
Customer for any shortfall below the price of the Goods.

4.6 The Customer shall not be
entitled to reject the Goods if HBL delivers up to and including 5%
more or less than the quantity of Goods ordered[, but a pro rata
adjustment shall be made to the Order invoice on receipt of notice
from the Customer that the wrong quantity of Goods was delivered.

4.7 HBL may deliver the Goods by
instalments, which shall be invoiced and paid for separately. Each
instalment shall constitute a separate Contract. Any delay in
delivery or defect in an instalment shall not entitle the Customer to
cancel any other instalment.

5.Quality

5.1 HBL warrants that on delivery
the Goods shall:

5.1.1 conform in all material
respects with their description;

5.1.2 be of satisfactory quality
(within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in
writing to HBL at the time of Delivery that some or all of the Goods
do not comply with the warranty set out in clause 5.1;

5.2.2 HBL is given a reasonable
opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do
so by HBL) returns such Goods to HBL's place of business at the
Customer's cost,

HBL
shall, at its option, replace the defective Goods, or refund the
price of the defective Goods in full.

5.3 HBL shall not be liable for
Goods' failure to comply with the warranty set out in clause 5.1 in
any of the following events:

5.3.1 the Customer makes any
further use of such Goods after giving notice in accordance with
clause 5.2;

5.3.2 the defect arises because
the Customer failed to follow HBL's oral or written instructions as
to the storage, commissioning, installation, use and maintenance of
the Goods or (if there are none) good trade practice regarding the
same;

5.3.3 the Customer alters or
repairs such Goods without the written consent of HBL;

5.3.4 the defect arises as a result of fair wear and
tear, wilful damage, negligence, or abnormal storage or working
conditions; or

5.3.5 the Goods differ from their
description as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.

5.4 Except as provided in this
clause 5, HBL shall have no liability to the Customer in respect of
the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of
Goods Act 1979 are, to the fullest extent permitted by law, excluded
from the Contract.

5.6 These Conditions shall apply
to any repaired or replacement Goods supplied by HBL.

6.Title and risk

6.1 The risk in the Goods shall pass to the Customer on
completion of delivery.

6.2 Title to the Goods shall not
pass to the Customer until HBL has received payment in full (in cash
or cleared funds) for:

6.2.1 the Goods; and

6.2.2 any other goods or services
that HBL has supplied to the Customer [in respect of which payment
has become due.

6.3 Until title to the Goods has passed to the Customer,
the Customer shall:

6.3.1 hold the Goods on a
fiduciary basis as HBL's bailee;

6.3.2 store the Goods separately
from all other goods held by the Customer so that they remain readily
identifiable as HBL's property;

6.3.3 not remove, deface or obscure any identifying mark
or packaging on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition and
keep them insured against all risks for their full price from the
date of delivery;

6.3.5 notify HBL immediately if it
becomes subject to any of the events listed in clause 8.2; and

6.3.6 give HBL such information
relating to the Goods as HBL may require from time to time,

but
the Customer may resell or use the Goods in the ordinary course of
its business.

6.4 If before title to the Goods
passes to the Customer the Customer becomes subject to any of the
events listed in clause 8.2, or HBL reasonably believes that any such
event is about to happen and notifies the Customer accordingly, then,
provided that the Goods have not been resold, or irrevocably
incorporated into another product, and without limiting any other
right or remedy HBL may have, HBL may at any time require the
Customer to deliver up the Goods and, if the Customer fails to do so
promptly, enter any premises of the Customer or of any third party
where the Goods are stored in order to recover them.

7.Price and payment

7.1 The price of the Goods shall
be the price set out in the Order Confirmation Form.

7.2 The price of the Goods is
inclusive of the costs and charges of packaging, insurance and
transport of the Goods, which shall be invoiced to the Customer.

7.3 The price of the Goods is
exclusive of amounts in respect of value added tax (VAT).
The Customer shall, on receipt of a valid VAT invoice from HBL, pay
to HBL such additional amounts in respect of VAT as are chargeable on
the supply of the Goods.

7.4 HBL may invoice the Customer
for the Goods on or at any time after the completion of delivery.

7.5 The Customer shall pay the
invoice in full and in cleared funds by the date agreed by the
parties but no later than 30 days from the date of the invoice.
Payment shall be made to the bank account nominated in writing by
HBL. Time of payment is of the essence.

7.6 If the Customer fails to make
any payment due to HBL under the Contract by the due date for payment
(due
date),
then the Customer shall pay interest on the overdue amount at the
rate of 4% per annum above Barclays Bank base rate from time to time.
Such interest shall accrue on a daily basis from the due date until
the date of actual payment of the overdue amount, whether before or
after judgment. The Customer shall pay the interest together with the
overdue amount.

7.7 The Customer shall pay all
amounts due under the Contract in full without any deduction or
withholding except as required by law and the Customer shall not be
entitled to assert any credit, set-off or counterclaim against HBL in
order to justify withholding payment of any such amount in whole or
in part. HBL may at any time, without limiting any other rights or
remedies it may have, set off any amount owing to it by the Customer
against any amount payable by HBL to the Customer.

8.Customer's insolvency or incapacity

8.1 If the Customer becomes
subject to any of the events listed in clause 8.2, or HBL reasonably
believes that the Customer is about to become subject to any of them
and notifies the Customer accordingly, then, without limiting any
other right or remedy available to HBL, HBL may cancel or suspend all
further deliveries under the Contract or under any other contract
between the Customer and HBL without incurring any liability to the
Customer, and all outstanding sums in respect of Goods delivered to
the Customer shall become immediately due.

8.2 For the purposes of clause 8.1,
the relevant events are:

8.2.1 the Customer suspends, or threatens to suspend,
payment of its debts, or is unable to pay its debts as they fall due
or admits inability to pay its debts, or (being a company) is deemed
unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986, or (being an individual) is deemed either unable
to pay its debts or as having no reasonable prospect of so doing, in
either case, within the meaning of section 268 of the Insolvency Act
1986, or (being a partnership) has any partner to whom any of the
foregoing apply;

8.2.2 the Customer commences negotiations with all or any
class of its creditors with a view to rescheduling any of its debts,
or makes a proposal for or enters into any compromise or arrangement
with its creditors;

8.2.3 (being a company) a petition is filed, a notice is
given, a resolution is passed, or an order is made, for or in
connection with the winding up of the Customer, other than for the
sole purpose of a scheme for a solvent amalgamation of the Customer
with one or more other companies or the solvent reconstruction of the
Customer;

8.2.4 a creditor or encumbrancer
of the Customer attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced
on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;

8.2.5 (being a company) an
application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to
appoint an administrator is given or if an administrator is appointed
over the Customer;

8.2.6 (being a company) a floating charge holder over the
Customer's assets has become entitled to appoint or has appointed an
administrative receiver;

8.2.7a person becomes entitled to appoint a receiver
over the Customer's assets or a receiver is appointed over the
Customer's assets;

8.2.8 any event occurs, or
proceeding is taken, with respect to the Customer in any jurisdiction
to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause 8.2.1 to clause 8.2.7
(inclusive);

8.2.9 the Customer suspends, threatens to suspends,
ceases or threatens to cease to carry on all or substantially the
whole of its business;

8.2.10 the Customer's financial
position deteriorates to such an extent that in HBL's opinion the
Customer's capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; and

8.2.11 (being an individual) the
Customer is the subject of a bankruptcy petition or order, the
Customer dies or, by reason of illness or incapacity (whether mental
or physical), is incapable of managing his or her own affairs or
becomes a patient under any mental health legislation.

8.3 Termination of the Contract, however arising, shall
not affect any of the parties' rights and remedies that have accrued
as at termination. Clauses which expressly or by implication survive
termination of the Contract shall continue in full force and effect.

9.Limitation of liability

9.1 Nothing in these Conditions
shall limit or exclude HBL's liability for:

9.1.1 death or personal injury caused by its negligence,
or the negligence of its employees, agents or subcontractors (as
applicable);

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied
by section 12 of the Sale of Goods Act 1979; and

9.1.4 defective products under the
Consumer Protection Act 1987.

9.2 Subject to clause 9.1:

9.2.1 HBL shall under no
circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential
loss arising under or in connection with the Contract; and

9.2.2 HBL's total liability to the
Customer in respect of all other losses arising under or in
connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed the price of the Goods.

10.Force majeure

Neither
party shall be liable for any failure or delay in performing its
obligations under the Contract to the extent that such failure or
delay is caused by a Force Majeure Event. A Force
Majeure Event
means any event beyond a party's reasonable control, which by its
nature could not have been foreseen, or, if it could have been
foreseen, was unavoidable, including strikes, lock-outs or other
industrial disputes (whether involving its own workforce or a third
party's), failure of energy sources or transport network including
shipping, acts of God, war, terrorism, riot, civil commotion,
interference by civil or military authorities, national or
international calamity, armed conflict, malicious damage, breakdown
of plant or machinery, nuclear, chemical or biological contamination,
sonic boom, explosions, collapse of building structures, fires,
floods, storms, earthquakes, loss at sea, epidemics or similar
events, natural disasters or extreme adverse weather conditions, or
default of suppliers or subcontractors.

11.General

11.1 Assignment and subcontracting.

11.1.1 HBL may at any time assign,
transfer, charge, subcontract or deal in any other manner with all or
any of its rights or obligations under the Contract.

11.1.2 The Customer may not
assign, transfer, charge, subcontract or deal in any other manner
with all or any of its rights or obligations under the Contract
without the prior written consent of HBL.

11.2 Notices.

11.2.1 Any notice or other communication given to a party
under or in connection with the Contract shall be in writing,
addressed to that party at its registered office (if it is a company)
or its principal place of business (in any other case) or such other
address as that party may have specified to the other party in
writing in accordance with this clause, and shall be delivered
personally, sent by pre-paid first class post, recorded delivery,
commercial courier, fax [or e-mail].

11.2.2 A notice or other
communication shall be deemed to have been received: if delivered
personally, when left at the address referred to in clause 11.2.1; if
sent by pre-paid first class post or recorded delivery, at [9.00 am]
on the [second] Business Day after posting; if delivered by
commercial courier, on the date and at the time that the courier's
delivery receipt is signed; or, if sent by by fax [or e-mail], one
Business Day after transmission.

11.2.3 The provisions of this clause shall not apply to
the service of any proceedings or other documents in any legal
action.

11.3 Severance.

11.3.1 If any court or competent authority finds that any
provision of the Contract (or part of any provision) is invalid,
illegal or unenforceable, that provision or part-provision shall, to
the extent required, be deemed to be deleted, and the validity and
enforceability of the other provisions of the Contract shall not be
affected.

11.3.2 If any invalid, unenforceable or illegal provision
of the Contract would be valid, enforceable and legal if some part of
it were deleted, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.

11.4 Waiver. A
waiver of any right or remedy under the Contract is only effective if
given in writing and shall not be deemed a waiver of any subsequent
breach or default. No failure or delay by a party to exercise any
right or remedy provided under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor shall
it preclude or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or
remedy shall preclude or restrict the further exercise of that or any
other right or remedy.

11.5 Third party rights.
A person who is not a party to the Contract shall not have any rights
under or in connection with it.

11.6 Variation. Except
as set out in these Conditions, any variation to the Contract,
including the introduction of any additional terms and conditions,
shall only be binding when agreed in writing and signed by HBL.

11.7 Governing law and
jurisdiction. The
Contract, and any dispute or claim arising out of or in connection
with it or its subject matter or formation (including non-contractual
disputes or claims), shall be governed by, and construed in
accordance with, English law, and the parties irrevocably submit to
the exclusive jurisdiction of the courts of England and Wales.