1. STANDARD TERMS AND CONDITIONS OF SALE OF AC THERAPY CC (2008/186978/23) PRODUCTS AND PROGRAMS

These are the terms and conditions on which we will contract with you ("the Conditions"). They only apply to trade customers.

1.1 Definitions

“Buyer”- the person, firm or company who purchases the Goods from AC Therapy; “AC Therapy CC (2008/186978/23);

“Contract” any contract between AC Therapy and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;

“Goods” any goods agreed in the Contract to be supplied to the Buyer by AC Therapy (including any parts of them).

1.2   The Agreement is made between AC THERAPY CC (2008/186978/23)  (AC Therapy, “we” or “us” and the buyer “you”).  This Agreement sets forth the legal terms and conditions for your use of this web- site and for your purchase and/or use of any AC Therapy Goods or Services or in connection with the AC Therapy Business opportunity (collectively referred to hereinafter as, “offerings”). Your use of this web site(s), including all web pages (collectively, the “Site”) and all information, data, text, software, information, images, sounds or other materials (collectively, the “Content”) contained therein, or your use or purchase of any other Offerings confirms your acceptance of this Agreement and is subject to your continued compliance with the terms and conditions of this Agreement.

2. MODIFICATIONS

We reserve the right at any time to:

• Change the terms and conditions of this Agreement.
• Enhance, add to, modify or discontinue the Site or other Offerings, or any portion of the Site or other Offerings, at any time at our sole discretion.

3. ACCESS

You must obtain access to the Internet and pay any service fees associated with such access to use the Site. In addition, you must provide all equipment necessary for you to access the Internet. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of any hardware, software, telephone (cable or other) service, and the Internet access service to your personal computer and for all related costs. You are solely responsible for scanning your hardware and software for computer viruses and other related problems before you use them. We have no liability or responsibility for any errors or failures relating to the malfunction or failure of your hardware or software.

4. ELIGIBILITY

You represent and warrant that you are at least 18 years old. AC Therapy  products and the AC Therapy  business opportunity cannot be offered, shipped into or sold in any country outside of those countries that are previously authorized by AC Therapy.

If you are dissatisfied with the Site or other Offerings, your sole and exclusive remedy is to stop using the Site or other Offerings.

5. YOUR INFORMATION AND YOUR PRIVACY

If you provide information to the Site, you agree to provide accurate, current and complete information about you where requested and you agree to maintain and update such information as appropriate. Pursuant to our privacy policy, we may disclose any information about you that we collect through the Site or otherwise to third parties.

6. APPLICATION OF TERMS

6.1 Subject to any variation under condition.

6.2 All Contracts shall be subject to these Conditions to the exclusion of all other terms and conditions  (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

6.3 Any alternative conditions or any addition, alteration or variation to these Conditions or representations about the Goods shall not apply unless they are expressly agreed in writing and signed by AC Therapy, and nothing in these Conditions shall exclude or limit AC Therapy's liability for fraudulent misrepresentation.

6.4 Any order or acceptance of a quotation for Goods by the Buyer to AC Therapy shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

6.5 No order placed by the Buyer shall be deemed to be accepted by AC Therapy until a written acknowledgement of order is issued by AC Therapy or (if earlier) AC Therapy delivers the Goods to the Buyer. The acknowledgement of an order by a message on AC Therapy's website or an e-mail shall not constitute confirmation or acceptance of such order.

6.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

7. DESCRIPTION

All samples, drawings, descriptive matter, specifications and advertising issued by AC Therapy and any descriptions or illustrations contained in AC Therapy's catalogues, brochures or on its website are issued, published or displayed for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and shall not be treated as constituting any warranty, representation or condition in relation to any of the Goods. This is not a sale by sample.

8. DELIVERY

8.1 Unless otherwise agreed in writing by AC Therapy, delivery of the Goods shall take place at AC Therapy 's place of business and the Buyer shall be bound to accept the Goods when they are ready for delivery by AC Therapy.

8.2 If the Buyer does not properly accept delivery, the Goods will be deemed to have been delivered and risk in the Goods will pass to the Buyer (including for loss or damage caused by AC Therapy's negligence). AC Therapy may store the goods until collection by the Buyer whereupon the Buyer will be liable for all related costs and expenses (including storage and insurance).

8.3 Any complaint of short delivery or defects discoverable on reasonable inspection must be notified to AC Therapy within 24 hours of receipt of the Goods and confirmed in writing at that time by the Buyer to AC Therapy. Where the defect is not apparent on reasonable inspection then the Buyer shall notify AC Therapy of the defect within a reasonable time after discovery thereof.

8.4 AC Therapy shall, as its option, replace, repair or give credit for any defective Goods provided that condition 4.3 has been complied with and that the defective Goods have been returned to AC Therapy  within 14 days of delivery, accurately identified and packaged appropriately. The Seller's liability for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the appropriate rate.

8.5 Any dates specified by AC Therapy for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence.

9. RISK/TITLE

9.1 Risk in the Goods shall pass to the Buyer upon delivery.

9.2 Ownership of the Goods shall not pass to the Buyer until AC Therapy has received in full (in cash or cleared funds) all sums due to it in respect of:

9.2.1 the Goods; and

9.2.2 all other sums which are or which become due to AC Therapy from the Buyer on any account.

9.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

9.3.1 store the Goods (at no cost to AC Therapy ) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as AC Therapy's property;

9.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

9.3.3 maintain the Goods in satisfactory condition and keep them insured on AC Therapy's behalf for their full price against all risks to the reasonable satisfaction of AC Therapy. On request the Buyer shall produce the policy of insurance to AC Therapy.

9.4 The Buyer's right to possession of the Goods shall terminate immediately in the event of any acts or proceedings which involve the solvency of the Buyer or if the Buyer encumbers or in any way charges any of the Goods.

9.5 The Buyer grants AC Therapy, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

10. PRICE AND PAYMENT

10.1 Unless otherwise agreed by AC Therapy  in writing, the price for the Goods shall be the price set out in AC Therapy's price list published or on AC Therapy's website as at the date of delivery or deemed delivery.

10.2 Payment for the Goods shall be made, without any set-off, deduction or counterclaim whatsoever, when the Goods are delivered or deemed to be delivered unless otherwise agreed in writing by AC Therapy. Time for payment shall be of the essence.

10.3 No payment shall be deemed to have been received until AC Therapy  has received cleared funds.

10.4 All payments payable to AC Therapy under the Contract shall become due immediately on its termination despite any other provision or any act or proceedings which involves the solvency of the Buyer.

11. LIMITATION OF LIABILITY

11.1 The following provisions set out the entire financial liability of AC Therapy  (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

11.1.1 any breach of these Conditions; and

11.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these conditions excludes or limits the liability of AC Therapy :

11.3.1 for death or personal injury caused by AC Therapy's negligence; or

11.3.2 for breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law; or

11.3.3 for fraud or fraudulent misrepresentation.

11.4 AC Therapy  shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contracts; or

(ix) any special, indirect, consequential or pure economic loss, costs,  damages, charges or expenses.

11.5 AC Therapy's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Buyer for the Goods and the Buyer shall be responsible for making its own arrangements for the insurance of any excess loss.

12. ASSIGNMENT

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of AC Therapy.

13. FORCE MAJEURE

AC Therapy reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of AC Therapy, including, without limitation, acts of God, governmental action, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 6 months, the Buyer shall be entitled to give notice in writing to AC Therapy to terminate the Contract.

14. GENERAL

14.1 Each right or remedy of AC Therapy under the Contract is without prejudice to any other right or remedy of AC Therapy whether under the Contract or not.

14.2 if any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3 Failure or delay by AC Therapy in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.4 Any waiver by AC Therapy of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15. NOTICES

Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and addressed to the other party at its registered office, principal place of business or, where the Buyer is a consumer, home or such other address as may at the relevant time have been notified to the party giving the notice, where such notice shall be deemed to have been given when delivered if delivered by hand and 2 working days following the date in which the said notice was so posted.