Pre-Order Sales Agreement

1. Sale of Goods

The Seller will sell, transfer and deliver to the Buyer one or more of the following goods, as selected by the Buyer at the time of pre-order:

• SlideGuide
• SlideGuide Mini
• Any other products made available for pre-order by the Seller from time to time

No fixed delivery date is guaranteed at the time of pre-order. The Seller will notify the Buyer by email as soon as the Goods are ready. Pre-order customers will be given priority, and the Buyer will be prioritised for delivery once the balance of the Purchase Price has been paid. The Seller will periodically advise pre-order customers of the expected availability date.

2. Purchase Price

The Buyer will accept the Goods and pay the Purchase Price (inclusive of VAT) as follows:

1. A non-refundable deposit of 20% of the Purchase Price paid on pre-order; and
2. The remaining 80% of the Purchase Price paid at the time of placing the full order, using the unique discount code issued to the Buyer upon payment of the deposit, as required in clause 4 of this agreement.

3. Tax

The Purchase Price is inclusive of Value Added Tax.

4. Payment

Except as otherwise provided in this Agreement, the deposit is not refunded to the Buyer if this transaction is not completed. If the Seller cancels the pre-order, or is unable to supply the Goods, the Seller will refund all sums paid by the Buyer, including the deposit. Upon payment of the deposit, the Seller will issue to the Buyer a unique, single-use discount code by email. This code must be applied at checkout when placing the full order and will reduce the Purchase Price by the amount of the deposit paid. The discount code is personal to the Buyer and may not be transferred. Payment of the balance will be made at the time of placing the full order, no later than 14 days before Goods are delivered to the Buyer.

5. Delivery of Goods

The Goods will be deemed received by the Buyer once delivered by courier.

6. Warranties

The Seller does not assume, or authorise any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods.

The Buyer has been given the opportunity to inspect the Goods or to have the Goods inspected and the Buyer has accepted the Goods in its existing condition.

The Seller warrants that: (1) the Seller is the legal owner of the Goods; (2) the Goods are free from all liens and incumbrances; (3) the Seller has the right to sell the Goods; and (4) the Seller will warrant and defend the title of the Goods against any and all claims and demands of all persons.

7. Title

Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer.

8. Inspection

Inspection will be made by the Buyer at the time and place of delivery.

Any refund will not include costs of delivery or installation/de-installation. Those costs will be borne by the Buyer.

9. Claims

The Buyer's failure to give notice of any claim within 72 hours from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

10. Excuse for Delay or Failure to Perform

The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.

In all other cases, if the Seller fails to deliver the Goods to the Buyer within the time and manner specified in this Agreement, the Buyer may provide written notice of the default to the Seller. If within seven (7) days of the notice being received, or within such other time period as agreed to by the parties, the default is not corrected, the Buyer may immediately terminate this Agreement.

11. Remedies

The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

Notwithstanding the foregoing provision, if a Buyer wrongfully neglects or refuses to pay for the goods according to the terms in this Agreement, the Seller may bring an action against the Buyer for the price of the goods. If the Seller wrongfully neglects or refuses to deliver the goods to the Buyer, the Buyer may:

1. bring an action against the Seller for damages for non-delivery, determined by the estimated loss resulting, in the ordinary course of events, from the Seller's non-delivery of the goods; and
2. bring an action for specific performance.

12. Cancellation

The Seller reserves the right to cancel this Agreement:

1. if the Buyer fails to pay for any shipment when due; or
2. in the event of the Buyer's insolvency or bankruptcy.

13. Notices

Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail.

14. General Provisions

• Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
• All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
• The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void.
• This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
• Nothing in this Agreement affects the Buyer's statutory rights where the Buyer deals as a consumer, including any right to cancel under the Consumer Contracts Regulations 2013. Where any provision of this Agreement conflicts with those rights, those rights prevail.
• This Agreement will be governed by and construed in accordance with the laws of England, and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of England. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, the clause will be deleted and the balance of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.