1. Definitions
1a. “5-Alive!” means 5-Alive! Ltd and any associated or subsidiary Companies.
1b. “Customer” means the other party to this agreement.
1c. “Products” means the goods or services to be provided by 5-Alive! to the Customer.

2. General
2a. A contract in respect of Products between 5-Alive! and the Customer shall not exist until the Customer's order has been accepted by 5-Alive! in accordance with the terms and conditions herein.
2b. The terms and conditions herein shall not be deemed to have been altered, modified or varied unless expressly agreed to in writing by an authorised representative of 5-Alive!

3. Delivery
3a. Delivery times quoted are only estimates, and 5-Alive! shall not be liable for any delays howsoever caused.
3b. Unless otherwise specifically stated in writing all risk in the Product shall pass to the Customer or its appointed agent at the time of delivery.
3c. Non-delivery of Products must be notified by the Customer to 5-Alive! within seven days of the invoice date.
3d. If proof of delivery is required, this must be requested within fourteen days of the invoice date.

4. Payment terms
4a. All invoices will be raised by 5-Alive! on the date of despatch of the Products.
4b. Unless otherwise agreed by 5-Alive!, credit account invoices will be payable by the Customer 30 days from the date of the invoice.
4c. In the event of late payment, 5-Alive! reserve the right to charge interest on overdue amounts at an interest rate of 5% above the prevailing base rate of Lloyds TSB Bank plc.

5. Cancellation by Customer
5a. Any request by the Customer for cancellation of any order will be granted by 5-Alive! on the condition that the Customer indemnifies 5-Alive! in respect of all costs and expenses incurred by 5-Alive! as a result of its acceptance of such cancellation.

6. Prices
6a. Any price list, catalogue, advertising matter or similar materials issued by 5-Alive! are intended only as an indication as to price and range of Products available and information therein shall not be binding on 5-Alive!
6b. All prices are given by 5-Alive! at time of ordering by the Customer and exclude Value Added Tax, Packaging and Carrier charges.
6c. 5-Alive! reserves the right to amend any quoted prices and the Packaging and Carrier Charges at any time prior to despatch.

7. Returns
7a. 5-Alive! will accept returns of damaged or defective Products within 30 days of delivery, subject to the following:

• A return authorisation number (RAN) must be obtained from 5-Alive! and must be clearly shown on the outside of any parcels returned.
  
• Products must be returned complete and as new.
  
• The relevant invoice, invoice number or packaging slip must be returned with the Products.
  
• Products must be returned within 14 days of issue of the returns authorisation number.

7b. It is the Customer's responsibility to ensure that any Products returned are properly insured and under no circumstances will 5-Alive! accept responsibility for Products returned that are lost in transit.
7c. Cost of returns are solely the responsibility of the Customer.

8. Title and Risk
8a. Not withstanding delivery and passing of risk, the property in the Products shall not pass to the Customer until 5-Alive! has received all monies owed by the Customer under this or any other contract.
8b. Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as 5-Alive!'s fiduciary agent and shall keep the Products properly stored, protected and insured and identified as 5-Alive!'s property and bear the costs thereof. In the event of termination of this agreement by reason of non-payment by the Customer of amounts due under this contract or any other contract between the Customer and 5-Alive! made prior to the date of this contract, 5-Alive! shall be entitled at any time to require the Customer to deliver up the Products to 5-Alive! and, if the Customer fails to do so, to enter any premises of the Customer for the purpose of repossessing the Products.

9. Warranties, Limitation of Liability and Force Majeure
9a. 5-Alive!'s liability in respect of defects in the Products shall be limited to the replacement of faulty items or the issue of credit notes in respect thereof or the granting of a refund and shall relate only to the actual faulty item or their value provided that no modification to the Products have been made.
9b. 5-Alive! shall in no circumstances be liable, whether in contract, tort or otherwise, for any indirect, special, consequential or incidental loss or damage, (including without limitation, loss of profit, loss of contract or loss of other economic advantage) arising from breach of any of its obligations under this agreement from the supply of or intended use of the Product or from its negligence, even if 5-Alive! has previously been advised of the possibility of such loss or damage occurring.
9c. 5-Alive! and the Customer shall be excused from failure or delivery in performance hereunder if such failure or delay is attributable to causes beyond their control which makes such delivery of Products commercially impracticable. Such causes may include, Acts of God, acts of war, riots, epidemics, fires, floods, strikes or labour disputes, inability to obtain materials, or failures or delays in transportation. In the event of delay, supply shall take place as soon as reasonably feasible.

10. Termination
10a. This agreement may be terminated after giving notice in writing:

• By 5-Alive! if the Customer fails to pay any amounts within the due date.
  
• If either party fails to perform any of its obligations under this agreement.
  
• If either party ceases trading or becomes insolvent or has a winding-up resolution or order passed or has a liquidator, receiver, administrator or analogous appointment over all or part of its assets or enters into arrangements with their creditors.

11. Waiver
11a. The failure of either party to enforce or to exercise, at any time or for any period of time, any term of or any right arising pursuant to this agreement does not constitute and shall not be construed as a waiver of such terms or right and shall not effect that party's right later to enforce or to exercise it.