Speedo International Limited

Speedo USA Inc

Berghaus Limited (UK)

Berghaus Limited (International)

These terms and conditions (“Terms”) shall govern all sales of Goods by the Company to the Customer. The Company reserves the right to amend these Terms from time to time, any such changes shall apply to any Orders placed after the date the updated Terms are placed on the Company’s website. The Customer should check these Terms regularly for any changes. In these Terms “Contract” means the contract for the supply of Goods, “Customer” means the person or company that purchases the Goods from the Company, “Goods” means any goods supplied or to be supplied by the Company to the Customer and “Order” means the Customer’s order for the Goods.

Contract

1. These Terms apply to the Contract to the exclusion of any other terms, including any that the Customer seeks to impose or incorporate, or any which are implied by trade, custom, practice or course of dealings.

2. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Terms and shall only be deemed accepted when the Company issues a written acceptance, at which point the Contract shall come into existence.

3. The Company reserves the right to amend any accidental error or omission on price lists, quotations, order acknowledgements, invoices, credit notes or other Company documentation.

4. Once accepted, the Customer may not cancel any Order or return Goods without the Company’s prior written consent. Such consent may be subject to conditions (in the Company’s sole discretion) and any returns will be subject to the Company’s returns policy (including a 20% handling charge).

Delivery

5. Delivery times and/or dates stated by the Company are approximate only, time of delivery shall not be of the essence. The Company accepts no liability for any failure to comply with such times and dates. The Customer shall have no right to cancel the Contract in the event of such a failure. For the avoidance of doubt the Company shall not be liable for any penalties or charges that the Customer attempts to impose in relation to late delivery or non-delivery.

6. Delivery of the Goods shall be made in accordance with the Incoterm (as defined in the latest published version of Incoterms), and to the delivery location, stated on the Order acknowledgement issued by the Company. Unless otherwise agreed in writing by the Company, the deemed delivery and responsibility for insurance, transit costs and compliance with any applicable customs formalities shall be determined by the Incoterm stated on the Order acknowledgement.

7. For direct deliveries the Customer shall obtain at its own risk and expense any export licence or other official authorisation and carry out all customs formalities necessary for the exportation of Goods at the named place of destination on the Incoterm as advised by the Company from time to time.

8. Any shortage, loss or non-delivery must be notified to the Company within 10 days of the delivery date on the advice note or invoice. The Customer shall not be entitled to reject the Goods if the Company 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 providing the Company receives notification within 10 days of delivery.

9. The Company shall be entitled to deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

10. If the Customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the Customer’s risk and cost.

Price and Payment

11. Unless otherwise agreed in writing by the Company, the price of the Goods shall be that which is stipulated in the Company’s applicable price list (the “Price List”) in force at the date of the Company’s acceptance of the Order. The Price Lists are subject to alteration without notice. In the case of an Order delivered by instalments, each instalment shall be invoiced at the price stipulated in the Price List in force at the date of despatch of the instalment. Unless otherwise agreed in writing by the Company, prices set out in any of the Company’s price lists, quotations and acknowledgement of Order are exclusive of the costs of delivery, packing, insurance or any value added, purchase or other taxes which shall be payable in addition to the price when the price is due.

12. The Company shall be entitled to charge the Customer a surcharge for Orders of less than £250 or €300 excluding VAT or of such value or quantities as notified by the Company to the Customer from time to time.

13. The Company shall invoice the Customer for the Goods on or after despatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is despatched.

14. The Customer shall make payment of sums due to the Company to the bank account nominated in writing by the Company in the currency stated on the invoice within 30 days from the date of the relevant invoice. Time for payment of the Goods (including, without limit, any costs or charges payable) shall be of the essence. Payment shall only be deemed received by the Company upon receipt of cleared funds. The Customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

15. The Company may charge interest on any outstanding amounts from the due payment date until the date of payment at a rate of 2% above National Westminster Bank plc’s base lending rate from time to time in force.

16. The Company’s recommended retail prices shall not limit the Customer’s right to set its own resale prices.,/p>

Quality

17. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications, the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or where it is necessary to comply with any applicable standards or legal requirements.

18. The Company warrants that on delivery the Goods shall be free from material defects in materials and workmanship. The Company will either replace or refund (at the Company’s option) the price of any Goods which are shown to the Company’s reasonable satisfaction to be defective in materials or workmanship at the time of delivery provided that:

    18.1 the Customer inspects the Goods on delivery and notifies the Company within 10 days of delivery of any alleged defects or damage. Otherwise, the Goods shall be deemed to be in accordance with the Contract and free from any defect or damage which would be apparent upon a reasonable examination;

    18.2 where a defect would not have been apparent on a reasonable examination under clause 18.1, the Customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 180 days of delivery whichever is earlier;

    18.3 the Customer provides the Company all information and assistance required to investigate any suspected defect and, if required, permits an inspection of the Goods concerned where they are located:and

    18.4 the default complained of has not arisen as a result of any drawing, design or specification supplied by the Customer or from fair wear and tear, wilful damage, negligence, abnormal working conditions,failure to follow the Company’s instructions (whether oral or in writing or whether relating without limit to the fabrication (e.g. the quality or performance of the fabrics), operation, use or maintenance of the Goods), or misuse or alteration or repair of the Goods without the Company’s prior written approval.

19. Subject to clauses 20 and 21, clause 18 defines the Company’s full liability in respect of the Goods and all other conditions, warranties or undertakings whether express or implied by statute, common law, custom, usage or otherwise, are excluded to the fullest extent permissible by applicable law.

Limitation of Liability

20. Nothing in these Terms shall exclude or limit the liability of the Company for (i) death or personal injury resulting from its negligence, (ii) fraud or fraudulent misrepresentation, (iii) breach of terms as to title under Section 12 of the Sale of Goods Act 1979 or (iv) any other loss or damage the exclusion or limitation of which is prohibited by English law.

21. Subject to clause 20;

    21.1 the Company shall in no circumstances be liable to the Customer in contract, tort (including negligence), breach of statutory duty, or otherwise, (i) for any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or (ii) for damage to the Customer’s reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) any indirect, special or consequential loss or damage of any nature whatsoever; and

    21.2 the total liability of the Company to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not in any circumstances exceed the invoice value of the Goods.

22. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company’s inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the Contract.

Customer Obligations

23. The Customer must adhere to the Company’s retail guidelines and online guidelines as notified by the Company from time to time. In the event that the Customer re-sells the Goods to a wholesale or retail customer, such Goods may only be resold to accounts which meet the Company’s retail guidelines and online guidelines.

24. Customers within the EEA shall not:

    24.1 sell any Goods outside the EEA and/or Switzerland or sell any Goods within the EEA where, to its knowledge, such Goods are intended for re-sale or distribution outside the EEA and/or Switzerland; or

    24.2 actively approach or solicit customers, nor make active sales of the Goods, to any wholesale or retail account in any EEA country and Switzerland where sales of Goods are either exclusively reserved to the Company or to a third party.

25. In the event that a Customer within the EEA re-sells Goods to a wholesale or retail account, the Customer shall include in their conditions of sale a provision that:

    25.1 Goods may not be sold outside of the EEA and Goods shall not be sold within the EEA where such Goods are intended for re-sale or distribution outside of the EEA; and

    25.2 Goods may only be re-sold to accounts which meet the Company’s retail guidelines and online guidelines.

26. Customers outside of the EEA shall not:

    26.1 sell any Goods outside of the territory agreed between the Company and the Customer from time to time;

    26.2 sell any Goods within the territory agreed between the Company and the Customer from time to time where such Goods are intended for re-sale or distribution outside of that territory.

27. In the event that the Customer re-sells Goods to a wholesale or retail account, the Customer shall include in their conditions of sale, a provision that:

    27.1 Goods may not be sold outside of the territory agreed between the Company and the Customer;

    27.2 Goods shall not be sold in the Customer’s territory where such Goods are intended for resale or distribution outside of the Customer’s territory; and

    27.3 Goods may only be re-sold to accounts which meet the Company’s retail guidelines and online guidelines.

Title and Risk in the Goods

28. Goods shall be at the Customer's risk as soon as they are delivered to the Customer and without limitation to the foregoing the Customer shall be solely responsible for their custody and maintenance;

29. The legal and beneficial title to the Goods shall remain the Company’s property until the Company has received unconditional payment in full for:

    29.1 the Goods; and

    29.2 all payments to be made by the Customer under the Contract and any other agreement between the Company and the Customer and on any other account whatsoever.

30. Until the legal and beneficial title to the Goods passes to the Customer in accordance with these Terms, the Customer shall:

    30.1 be entitled to re-sell the Goods only in accordance with clause 33;

    30.2 hold the Goods on a fiduciary basis as bailee for the Company;

    30.3 keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession;

    30.5 give the Company such information relating to the Goods as the Company may from time to time request;

    30.6 immediately notify the Company if it becomes subject to any of the events listed in clause 34.4;

    30.7 keep the Goods in satisfactory condition and comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest, and the Customer shall promptly provide a copy of such endorsement at the Company’s request.

31. If the Customer does anything, or fails to do anything, which could cause it to become subject to any of the events listed in clause 34.4, or if the Company reasonably believes any such event is about to happen, then:

    31.1 the Customer’s right to possession of the Goods shall immediately cease;

    31.2 the Customer’s right to resell the Goods to its clients pursuant to clause 33 shall immediately cease; and

    31.3 in addition to any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly (or if the Company has any reason to believe the Customer will not do so), enter any premises or land occupied or owned by the Customer to remove the Goods; and

32. If the Customer fails to pay for any or all of the Goods in accordance with these Terms, then in addition to any other right or remedy the Company may have:

    32.1 the Company shall have the power to resell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise; and

    32.2 the Company and its servants and agents may enter upon any premises or land occupied or owned by the Customer to remove the Goods;

33. The Customer expressly shall not be entitled to re-sell the Goods as part of a sale of all or part of the Customer’s business without the prior written consent of the Company, and

    33.1 may only re-sell the Goods to the Customer’s clients in the ordinary course of the Customer’s trading business as a fiduciary and trustee for the Company; and

    33.2 without prejudice to the equitable rules as to tracing, in the event of any resale by the Customer of the Goods, the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the Customer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s monies.

Termination

34. Without prejudice to any of its other rights, the Company or any related companies shall have the right to cancel all or any contracts with the Customer and withhold delivery of any Goods if the Customer:-

    34.1 commits a material breach of any term of the Contract or any contract with the Company or any related companies;

    34.2 fails to pay any amount due to the Company or any related companies by the due date for payment;

    34.3 commits a breach of clause 23 - 27 and fails to remedy that breach within 20 days of receipt of notice from the Company specifying the breach;

    34.4 the Customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property, or proposes terms for a company voluntary arrangement or enters into a company voluntary arrangement or enters into any other scheme of arrangement, whether formal or informal or is placed into any other formal insolvency process or suffers any similar or analogous act; or

35. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Customer’s outstanding unpaid invoices and interest. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

Intellectual Property and Confidentiality

36. The Customer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

37. Trade marks and/or logos applied to any of the Goods may be used only for the purpose of advertising the Customer’s sale of the Goods provided that the Company’s prior written consent is obtained.

38. No rights are granted to the Customer by virtue of its use of the Company’s trade marks or logos.

39. The Customer shall keep confidential and not use, without the prior written consent of the Company, any information of a confidential nature supplied or disclosed by the Company to the Customer, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Customer, or disclosure of the same is required by law or by a governmental or regulatory body.

General

40. The Customer may not assign or sub-contract any of its rights or the obligations under the Contract without the prior written consent of the Company. The Company may assign, licence or sub-contract all or any part of its rights or obligations under the Contract.

41. A person who is not a party to the Contract shall not have any rights to enforce its terms.

42. The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption and shall act in accordance with the Company’s policies in this regard in all dealings with or on behalf of the Company and the Goods.

43. Any part of these Terms or the Contract which is or becomes invalid, illegal or unenforceable shall be deemed modified to the extent necessary to make it valid, legal and enforceable and shall not affect any other part of these Terms or the Contract.

44. No waiver or delay by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.

45. No variation of these Terms or the Contract shall be effective unless in writing and signed by the Company.

46. Each Contract contains the whole agreement between the parties and supersedes all prior agreements, undertakings and arrangements whether oral or in writing. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

47. The construction, validity and performance of all Contracts (including any associated non-contractual claims and disputes) between the parties shall be governed by the laws of England & Wales and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any jurisdiction the Company deems appropriate.

All business is carried on subject to the following terms and conditions (“Terms”), except as varied by specific written agreement of the Company. By placing any order with the Company the customer shall be deemed to have agreed to and accepted these Terms. In these Terms "Contract" means the contract for the supply of Goods formed by the Company's acceptance of the customer's order.

1. No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order (“Goods”).

2. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly any terms endorsed on or contained or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms.

3. The Company reserves the right to amend any accidental error or omission on quotations, order acknowledgements, invoices or credit notes.

4. Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company’s reasonable control. Time of delivery shall not be of the essence.

5. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

6. If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

7. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

8. Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company’s published price list current at the date of the acceptance of the order. In the case of an order for delivery by instalments each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of despatch of such instalment. Such prices are exclusive of VAT.

9. Prices include delivery to the customer's single UK address, except that carriage will be charged extra on all orders of invoice value less than [ £300 ] (excluding VAT) or deliveries of fewer than [ 12 ] pairs or pieces or of such value or quantities as notified by the Company to the customer from time to time.

10. Unless otherwise agreed, the Company shall invoice the Goods on or after despatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is despatched. Payment of all sums shall be made in sterling and is due 30 days from the date of the relevant invoice. The Company may sue for any monies outstanding beyond this date even if property in any relevant Goods has not passed to the customer.

11. If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

12. Interest on any outstanding amounts may be charged which shall accrue from the due payment date until the date of payment at a rate of 2% above National Westminster Bank plc’s base lending rate from time to time in force. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

13. The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

14. Export sales shall be subject to FOB terms (as defined in the latest published version of Incoterms from time to time). It is the customer's responsibility to obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods and to ensure that the Goods comply with all local legislative or other legal requirements.

15. The Company will (at the Company's option) either replace or refund the price of any Goods which are shown to the Company's reasonable satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered provided that:

    15.1 the customer inspects the Goods on delivery and notifies the Company within three days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them;

    15.2 when signing for deliveries the customer must state clearly on the delivery note any damage or shortages;

    15.3 loss or non-delivery must be notified in writing to the Company and to the carrier within fourteen days of the despatch date on the advice note or invoice;

    15.4 where a defect would not have been apparent on a reasonable examination under clause 15.1, the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 180 days of delivery whichever is earlier; and

    15.5 the customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located.

16. Clause 15 defines the Company’s full liability in respect of the Goods. All other conditions, warranties or other undertakings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded except that nothing in these Terms shall exclude any liability of the Company for death or injury resulting from negligence or for breach of terms as to title under Section 12 of the Sale of Goods Act 1979.

17. Without prejudice to the provisions of clauses 15 and 16, the Company shall not be liable for any costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals.

18. Save where the law prohibits such limitation of liability and without prejudice to clauses 15, 16 and 17, the liability of the Company shall not in any circumstances exceed the invoice value of the Goods.

19. No order may be cancelled and no Goods may be returned without the Company's prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Company and the customer shall also comply with any other provisions of the Company's returns policy from time to time in place. On returns that require repackaging or re-boxing, an appropriate charge will be made.

20. Goods which the Company has agreed to sell to the customer shall be at the customer's risk as soon as they are delivered to the customer's UK premises or other agreed destination. These Goods shall remain the property of the Company until such time as the customer shall have paid the Company the agreed price, together with the full price of any other goods sold to the customer payment for which is outstanding. The passing of title and risk in the Goods supplied by the Company shall be as follows:

    a.from the time of delivery, the Goods shall be at the customer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company's property until all payments to be made by the customer under this Agreement and any other agreement between the Company and the customer and on any other account whatsoever have been made in full and unconditionally. Whilst the Company's ownership continues the customer shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company;

    b.the customer's right to possession of the Goods shall immediately cease if the customer does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any of the customer’s assets or entitle any person to present against the customer a petition for winding up;

    c. the customer may only re-sell the Goods to the customer's clients in the ordinary course of the customer's business as a fiduciary and trustee for the Company. In the event of any resale by the customer of the Goods the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefor shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the customer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Company's moneys;

    d.without prejudice to the equitable rules as to tracing, in the event of failure to pay any and all the payments for the Goods in accordance with these Conditions the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the customer to remove the Goods; and

    e. pending payment of any and all payments due hereunder for the Goods the customer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company's interest.

21. The Company operates a selective distribution system and as such Goods may only be sold to hose who meet its selective distribution criteria. All customers may only sell on or provide Goods to members of the system, being those approved by the Company as meeting its criteria.

22. The Company or any related companies shall have the right to cancel all or any contracts with the customer or withhold delivery of any Goods if:-

    22.1 the customer fails to pay any monies owing to the Company or any related companies by the due date;

    22.2 the customer commits any breach of any contract with the Company or any related companies;

    22.3 the customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property, or suffers any similar or analogous act. In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

23. The construction, validity and performance of all Contracts between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.

24. Any suggested retail prices quoted in the Company's price lists or catalogues shall not limit the customer’s right to set its own retail prices.

25. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company's inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract.

26. The Customer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

27. Trade marks and/or logos applied to any of the Goods may be used in advertising material intended for use in retail outlets or in catalogues for the purpose only of promoting the retail sale of the Goods concerned and provided that the Company's prior written consent is obtained.

28. Except as permitted by clause 27 above the customer shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

29. Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.

30. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.

1. Formation

a) All quotations and offers are made and Orders are accepted subject to and shall be deemed to incorporate the Conditions and they shall apply to all Contracts to the exclusion of any other terms and conditions including without limit those which the Buyer purports to apply by any means under any Order. If agreed by the Company in writing (and signed by a duly authorised officer of the Company) these Conditions may be varied in an Order. In the event of a conflict between these Conditions and an Order, the terms of the Order shall take precedence but only to the extent that such term is unambiguously and expressly stated to vary these Conditions.

b) All Orders shall be deemed to be an offer and shall only be deemed accepted by the Company upon the earlier of the issue of a written acknowledgement of order by the Company or delivery of the Work.

c) The Company may modify the specification of Goods or Services without notice provided that such modification does not materially affect the Services or the performance of the Goods. The Contract is not a contract for sale of goods by description. All descriptive matter, specifications and advertising issued by the Company from time to time is solely aimed at giving an approximate idea of the Work described in them and will not form part of the Contract.

d) Any Order accepted by the Company may only be cancelled by the Buyer with the prior written consent of the Company and on terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Company as a result of such cancellation.

2. Deliveries and Non-Delivery

a) Delivery times/ dates named/accepted by the Company are given in good faith but are an estimate only. Time of delivery of Goods or provision of Services is not of the essence. Subject to Condition 8.a), the Company shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by failure (for any reason) to meet the delivery time/date stated/agreed (even if caused by the Company's own negligence), further, the Buyer shall have no right to cancel the Contract in the event of such a failure.

b) Work will be provided and Goods delivered as stated in the Company's acknowledgement of order or if one is not issued as agreed by the Company. Delivery shall be deemed to take place when the Goods arrive at the place stated in the Company's acknowledgement of order or if one is not issued at such place as is agreed by the Company except that delivery to a carrier for the purpose of transmission to the Buyer shall be deemed to be delivery to the Buyer. Section 32(2) of the Sale of Goods Act 1979 shall not apply.

c) The Company shall make such arrangements for carriage of the Goods and their insurance during carriage as it thinks appropriate. Goods will be packed so as to adequately protect against damage in normal conditions of transit of usual duration. Where, at the Buyer's request, Goods are forwarded by any means involving a higher carriage charge than would be incurred by the Company's usual means of carriage, then the additional charge shall be paid by the Buyer in addition to the price when the price is due.

d) The Company may deliver Goods in instalments and perform Services in sections in any sequence. Deliveries of further instalments and performance of further sections may be withheld until the Goods and/or Services comprised in earlier instalments and/or sections have been paid for in full. Default by the Company, howsoever caused, in respect of one or more instalments shall not entitle the Buyer to terminate the relevant Contract as a whole.

e) If: the Buyer fails or refuses to accept delivery of any Goods when they are ready for delivery in accordance with the relevant Contract; or the Company agrees (at it's sole discretion) to postpone delivery of the Goods at the request of the Buyer; or the Buyer fails to provide any instructions consents or authorisations required to enable the goods to be delivered on the due date; then risk in the Goods shall pass to the Buyer, delivery of the Goods shall be deemed to have taken place and the Company may store or arrange for storage of such Goods and charge the Buyer for all related costs and expenses (including storage and insurance) and may sell such Goods 28 days or more after such failure or refusal and deduct any monies payable to the Company by the Buyer from the sale proceeds and account to the Buyer for any excess or charge the Buyer for any shortfall below the Contract price.

f) If the Company agrees to permit the Buyer to collect the Goods from the Company's place of business then delivery shall be deemed to take place when the Company notifies the Buyer that the Goods are ready for collection and unless otherwise agreed in writing by the Company it is a condition of the Contract that the Buyer will collect the Goods within 7 days of such notice.

g) Upon delivery to the Buyer, all Goods should be examined. The Company shall not be liable for any shortages in, or non-delivery of, Goods unless the same is notified by the Buyer to the Company (together with all specific details) in writing within 10 days of the actual delivery (as relevant). Subject to such notice being provided the Company shall, if it is satisfied that any Goods have not been delivered and it is not result of force majeure (as described in clause 8), at its sole discretion, either arrange for delivery as soon as reasonably possible or give to the Buyer a credit which is a proportion of the Contract price relating to the non-delivered or shortfall of Goods. Shortages in, or non-delivery of some or part of the Goods shall not effect the Contract in respect of the other or other parts of the Goods.

3. Force Majeure

In the event that the Company is prevented or delayed in or from carrying out its obligations under the Contract as a result of any cause beyond its control such as but not limited to: acts of God; governmental intervention or restriction, pandemics, import or export regulations; war; riots; strikes or trade disputes (including by and with the Company's own employees); power failure; inadequate performance of, failure of or incorrect processing by computer systems; fire; flood; default of suppliers or sub-contractors, or breakdown of plant, machinery or vehicles then the Company shall be relieved of its obligations and liabilities under the Contract for as along as such fulfilment is prevented.

4. Risk/Title

a) Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery or at the notified time for delivery if the Buyer fails for whatever reason to take delivery of the Goods at the notified time. Section 20(2) Sale of Goods Act 1979 shall not apply.

b) Title to the Goods (both legal and equitable) shall remain with the Company until full payment with cleared funds of all monies due from the Buyer to the Company under all Contracts and agreements between the Company and the Buyer has been made, or title is properly vested in some other person by the operation of any statute.

c) Until title to the Goods passes, the Buyer shall hold the Goods on a fiduciary basis as the Company's bailee and must store the Goods (at no cost to the Company) such that they are easily identifiable as the property of the Company and must not destroy or deface any identifying marks on the Goods or their packaging; and must keep the Goods insured on the Company's behalf for the full price of the Goods against "all risks" to the reasonable satisfaction of the Company and produce the policy of insurance to the Company upon request and must hold all proceeds of such insurance on trust for the Company and shall not mingle them with any other money nor pay the proceeds into an overdrawn bank account.

d) Until title to the Goods passes, the Buyer shall still be entitled to re-sell, use or otherwise dispose of the Goods in the ordinary course of its business provided that the Buyer shall ensure that the entire proceeds arising by virtue of any such sale, use or disposal shall be held in trust for the Company and shall not be mixed with any other monies or paid into any other overdrawn bank account and shall at all times be identifiable as monies belonging to the Company.

e) Until such time as title to the Goods passes to Buyer and, providing the Goods are still in existence and have not been re-sold or incorporated into other goods, Company shall be entitled to require Buyer to deliver up the Goods and, if Buyer fails to do so, to enter upon the premises (with or without vehicles) where the Goods are kept to re-possess them. Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Company in connection with any re-possession or attempted re-possession of the Goods.

5. Price

a) Unless fixed prices have been agreed in writing by the Company all prices are subject to alteration without notice and will be invoiced at the price ruling at the date of despatch of Goods or performance of Services. No Work will be supplied on a sale or return basis.

b) Unless otherwise agreed in writing by the Company prices set out in any of the Company's price lists, quotations and acknowledgement of order are exclusive of the costs of delivery, packing, insurance or any value added, purchase or other taxes which shall be payable in addition to the price when the price is due provided that if the net price of the Work requested is less than £250 then the Company shall be entitled to charge a £5 carriage and small order administration charge.

c) If the Buyer is a new customer of the Company then, unless otherwise agreed in writing by the Company, the initial Order of the Buyer shall not be less than £500.

6. Payment

a) The Company may invoice Buyers who have been granted by the Company (in its sole discretion) a credit account facility for the Goods and/or the Services at any time after delivery of the Goods and/or performance of the Services and Goods delivered in instalments and Services performed in sections may be invoiced separately provided that if delivery of Goods and/or performance of Services is postponed at the request or by the default of the Buyer then the Company may submit its invoice at any time after the Goods are ready for delivery and/or Services are ready for performance or would have been ready in the ordinary course but for the request or default on the part of the Buyer. Such Buyers shall pay the Contract price within 30 days of the date of invoice. The Company may (in its sole discretion) amend the terms of or withdraw such credit account facility at any time without notice with immediate effect.

b) In respect of all other Buyers, the Company shall invoice the Buyer for the Contract price on acceptance of an Order. Unless otherwise agreed in writing by the Company Buyers who have not been granted a credit account facility shall pay 50% of the Contract price (at a minimum) within 5 days of the Company's acceptance of an Order and the balance (at a maximum, 50%) prior to delivery of the Goods and/or performance of the Services (for the avoidance of doubt no Goods will be shipped nor Services performed prior to payment in full).

c) Payment shall only be deemed received by the Company from the Buyer upon receipt by the Company of cleared funds. Payment shall be made in full without any deduction, set off or abatement on any grounds. The Company may appropriate any payment made by the Buyer to any outstanding invoice. The Company may bring an action for the price of the Goods even though the property in them may not have passed to the Buyer.

d) Time for payment of the Contract price (including, without limit, any costs or charges payable pursuant to Condition 2.c)) shall be of the essence. The Buyer shall indemnify the Company in full against all expenses and legal costs incurred by the Company in recovering overdue amounts. Interest shall be payable by the Buyer on overdue amounts (before as well as after judgement) at the annual rate of 2 per cent above the base lending rate of Lloyds Bank plc from time to time on the outstanding amount until the Contract price and/or such costs and/or charges are paid in full.

7. Quality

a) The Buyer is relying on its own skill and judgement in relation to the Work irrespective of any knowledge of the Company or its servants, agents or employees or as to the purpose for which the Work is supplied or its suitability.

b) Subject to Conditions 7.a) and 7.c) the Company warrants that all Goods shall upon delivery be of satisfactory quality and be reasonably fit for any purpose for which they are commonly supplied and that all Services shall be carried out with reasonable skill and care.

c) The warranty given in Condition 7.b) will not apply:

    i) where the defect complained of arises from any drawing, design, specification or IPR supplied by the Buyer or arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing or whether relating without limit to the fabrication (including, without limit, the quality or performance of fabrics), operation, use or maintenance of the Goods), or misuse or alteration or repair of the Goods without the Company's prior written approval;

    ii) if the Company or its agents is not permitted to safely inspect the Work;

    iii) to any parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Company; or

    iv) to any Goods which have been designated "seconds", "mediums", "clearings" or specials.

d) The obligations of the Company under the Contract are limited such that in the event of a breach by the Company of the warranty in Condition 7.b) or any defect in any Goods or Services the Company shall only be obliged (and shall have no further liability in contract, negligence or otherwise for any defect in quality of the Goods and/or Services or fitness for purpose of the Goods) at its option either to credit the price (if already paid) attributable to the faulty Goods or Services or repair, rectify or replace the faulty Goods or Services provided that such Goods are returned to the Company or its agent in their delivered state at the Buyer's expense if so requested by the Company.

8. Limitation of Liability

a) Nothing in these Conditions shall limit or exclude the Company's liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation, damage suffered as a result of the breach of the warranties as to title and quiet enjoyment implied under English law and/or any other loss or damage the exclusion or limitation of which is prohibited by English law..

b) The Company shall not be liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, (i) for any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or (ii) for damage to the Buyer's reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) for any special, indirect or consequential loss or damage of any nature whatsoever.

c) Without prejudice to Condition 7.d), 8.a) and 8.b) the Company's liability in contract tort, (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall be limited to the Contract price.d)The Buyer warrants that the use by the Company and/or any person in the Group of any IPRs, designs, specifications, drawings or other materials or information of any nature provided to the Company and/or any person in the Group by the Buyer pursuant to an Order shall not infringe any third party's IPRs. If any claim is brought or threatened against the Company and/or any person in the Group in respect of such an infringement the Company, and/or any person in the Group, (as the case may be) shall be entitled to suspend carrying out further work to the Buyer, and the Buyer shall indemnify the Company in full (and/or, as the case may be, any person in the Group) against all actions, claims, costs, demands, expenses and liabilities of whatsoever nature suffered or incurred by the Company and/or any person in the Group as a result of any such claim or threatened claim brought against the Company and/or any person in the Group.

e) Nothing in these Conditions shall be construed as a representation or warranty by the Company that the design, manufacture, use or sale of the Goods or the provision of the Services is not an infringement of any third party's IPRs.

9. Intellectual Property Rights and Confidentiality

a) The Buyer shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to Work, or any documents, drawings, specifications and/or patterns relating thereto either (a) supplied by the Company or any person in the Group to the Buyer in connection with Work, or (b) resulting from Work, unless otherwise expressly agreed by the Company in writing. If the Buyer shall in any way acquire any such rights then the Buyer shall immediately inform the Company and shall forthwith take such steps as may be required by the Company to assign such rights or vest such title in the Company.

b) The Company and any person in the Group shall have the right to apply any trade marks, trade names and/or service marks to the Goods. The Buyer acknowledges that no rights are granted to the Buyer by virtue of the Buyer's use of such trade marks, trade names and/or service marks. The Buyer shall not deface, remove or obliterate any trade marks, trade names or logos applied +by the Company and/or any person in the Group on or in relation to the Goods.

c) The Buyer shall keep confidential and not use, without the prior written consent of the Company, all or any information including without limit, those (as referred to in Condition 9.a)) supplied by the Company to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of the Contract, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Buyer, or disclosure of the same is required by law or by any other governmental or other regulatory body.

10. Termination

Without prejudice to any of its other rights the Company may immediately terminate the Contract and demand payment of any amount due or accruing to the Company whether under the Contract or otherwise, re-sell the Goods and/or withhold or cancel any deliveries if any of the following occurs or is likely to occur:

a) the Buyer is in breach of any of its obligations under the Contract which, if capable of remedy, the Buyer has not remedied within 30 days of receiving written notice from the Company; or

b) the Buyer is or becomes Insolvent or the Buyer suffers a distress or execution or other legal process to be levied or enforced or sued upon or against any part of the property, assets or revenue of the Buyer which is not discharged or stayed within 7 days.

11. General

a) Any temporary waiver or indulgence by the Company in exercise of its rights will not restrict it exercising any of its rights at a subsequent date.

b) The Company may make changes to these Conditions from time to time. Any such change shall apply to all Orders placed after the date of the change. The Buyer is reminded of the need to periodically check these Conditions for changes.

c) The Buyer shall not be entitled to assign or sub-contract any of its rights or the obligations under the Contract, without the prior written consent of the Company. The Company may assign, license or sub-contract all or any part of its rights or obligation under the Contract without the Buyer's consent.

d) Each Contract contains the whole agreement between the Company and the Buyer and supersedes all prior agreements, understandings and arrangements whether oral or in writing. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law

e) These Conditions and each Contract (including any associated non-contractual claims and disputes) shall be construed in accordance with and governed in all aspects by the Laws of England Law and the Buyer submits to the exclusive jurisdiction of the English courts.

f) The Company may perform its obligations either on its own or procure the performance of its obligations through its Group. These Conditions do not create any right enforceable by any person who is not a party, except that the terms of these Conditions may be enforced by any member of the Group subject to and in accordance with the terms of these Conditions and the Contracts (Rights of Third Parties) Act 1999.

12. Export Sales

Notwithstanding any other Condition, where Goods are sold for export outside the United Kingdom:

a) the Uniform Laws on International Sales Act 1967 shall not apply and the Company shall be under no obligation to give notice under Section 32(3) of the Sales of Goods Act 1979;

b) Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and notwithstanding Condition 8.a) all liabilities for injury or death arising directly from the use of the Goods are expressly excluded;

c) Unless otherwise agreed in writing by the Company the currency will be pounds sterling and payment shall be by confirmed irrevocable letter of credit to be opened at a bank nominated by the Company at the Buyer's expense;

d) Delivery of Goods and prices quoted and set out in the Company's acknowledgement of order (if any) shall be ex works (as defined in INCOTERMS 2000); and

e) The Buyer shall be responsible for complying with any legislation or regulations governing the export of the Goods from the United Kingdom and governing the importation of the Goods into the country of destination and for the payment of any duties or taxes on them.

13. Interpretation

In these Conditions unless the context requires otherwise any reference to the singular shall include the plural and vice versa and the following expressions shall have the following meanings:

"Buyer" means the person, firm or company that has requested any Work whose details appear on the Order;

"Company" means Canterbury of New Zealand Limited;

"Conditions" means the standard terms and conditions of sale set out herein;

"Contract" means the contract between the Company and the Buyer which is made up of the Order and these Conditions for the supply of Work;

"Goods" means any goods supplied or to be supplied by the Company as specified in the Order;

"Group" means any company which a holding company or ultimate holding company of the Distributor and each of its subsidiary companies and its holding company's and ultimate holding company's subsidiary companies from time to time, "holding company" and "subsidiary" having the meanings given to them in section1159 of the Companies Act 2006;.

"Insolvency" means in relation to an individual, partnership or company the appointment of any nominee, sequestrator, trustee, supervisor, receiver or liquidator (as relevant) pursuant to the Insolvency Act 1986 or the appointment of a manager or receiver (as relevant) pursuant the Law of Property Act 1925 or the occurrence or sufferance of anything equivalent under any jurisdiction other than England or Wales or the calling of any meeting or the passing of any resolution whether formal or informal for the purpose of proposing the taking any of the foregoing steps and "Insolvent" shall be construed accordingly;

"IPRs" means any intellectual property rights of any nature including without limit any and all inventions, patents, utility models, design rights, copyright, know how, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;

"Order" means an order placed by the Buyer with the Company for Work;

"Work" means Goods and/or Services.

All business is carried on subject to the following terms and conditions (“Terms”), except as varied by specific written agreement of the Company. By placing any order with the Company the customer shall be deemed to have agreed to and accepted these Terms. In these Terms "Contract" means the contract for the supply of Goods formed by the Company's acceptance of the customer's order.

1. No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order (“Goods”).

2. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly, any terms endorsed on or contained or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms.

3. The Company reserves the right to amend any accidental error or omission on quotations, price lists, order forms, order acknowledgements, invoices, credit notes.

4. Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company’s reasonable control. Time of delivery shall not be of the essence.

5. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

6. If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

7. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

8. Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company’s published price list current at the date of the acceptance of the order.In the case of an order for delivery by instalments each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of despatch of such instalment. Such prices are exclusive of VAT.

9. Prices include delivery to the customer's single UK address, except that carriage will be charged extra.

    9.1 Where the delivery address is outside the UJ; or

    9.2 Where the invoice value of the order is less than two hundred pounds (£200) (excluding VAT) or fewer than eight (8) pairs or pieces (or such values or quantities as notified by the Company to the customer from time to time. in which case carriage charges shall be notified to the customer in advance.

10. Unless otherwise agreed, the Company shall invoice the Goods on or after despatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is dispatched. Payment of all sums shall be made in sterling and is due thirty (30) days from the date of the relevant invoice. The Company may sue for any monies outstanding beyond this date even if proper ty in any relevant Goods has not passed to the customer.

11. If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

12. Interest on any outstanding amounts may be charged which shall accrue from the due payment date until the date of payment at a rate of 2% above National Westminster Bank plc’s base lending rate from time to time in force. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

13. The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

14. Export sales shall be subject to FOB Terms (as defined in the latest published version of Incoterms from time to time). It is the customer's responsibility to obtain all necessary import licenses, clearances and other consents necessary for the purchase of the Goods and to ensure that the Goods comply with all local legislative or other legal requirements.

15. The Company’s obligations with regard to any Goods which are shown to the Company’s satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered shall be limited to replacing or giving credit for (at the sole discretion of the Company) those of the Goods which are in excess of two and a half percent (2.5%) of the total of the Goods distributed under any Contract, provided that:

    15.1 The customer inspects the Goods on delivery and notifies the Company within three days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them;

    15.2 When signing for deliveries the customer must state clearly on the delivery note any damage or shortages;

    15.3 Loss or non-delivery must be notified in writing to the Company and to the carrier within fourteen (14) days of the despatch date on the advice note or invoice;

    15.4 Where a defect would not have been apparent on a reasonable examination under clause 15.1, the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within one hundred and eighty (180) days of delivery whichever is earlier; and

    15.5 The customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located.Further details of the Company’s returns policy will be communicated to the customer in writing from time to time.

16. Clause 15 defines the Company’s full liability in respect of the Goods. All other conditions, warranties or other under takings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded except that nothing in these Terms shall exclude any liability of the Company for death or injury resulting from negligence or for breach of terms as to title under Section 12 of the Sale of Goods Act 1979.

17. Without prejudice to the provisions of clauses 15 and 16, the Company shall not be liable for any costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals.

18. Save where the law prohibits such limitation of liability and without prejudice to clauses 15, 16 and 17, the liability of the Company shall not in any circumstances exceed the invoice value of the Goods.

19. No order may be cancelled and no Goods may be returned without the Company’s prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Company and the customer shall also comply with any other provisions of the Company’s returns policy from time to time in place. On returns that require repackaging or reboxing, an appropriate charge will be made.

20. The passing of title and risk in the Goods supplied by the Company shall be as follows:

    20.1 Goods shall be at the customer’s risk as soon as they are delivered to the customer’s UK premises or other agreed destination and without limitation to the foregoing the customer shall be solely responsible for their custody and maintenance.

    20.2 The legal and beneficial title to the Goods shall remain the Company’s property until the company has received unconditional payment in full (in cash or cleared funds) for the Goods; and all payments to be made by the customer under these terms and any other agreement between the Company and the customer and on any other account whatsoever

    20.3 Until the legal and beneficial title to the Goods passes to the customer in accordance with these terms, the customer shall;

        20.3.1 be entitled to re-sell the Goods only in accordance with clause 21;

        20.3.2 hold the Goods on a fiduciary basis for the Company

        20.3.3 keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in possession;

        20.3.4 not remove, deface or obscure and identifying mark or packaging on or in relation to the Goods.

        20.3.5 give the Company such information relating to the Goods as the Company may from time to time request;

        20.3.6 immediately notify the Company if it becomes subject to any of the events listed in clause 22.3;

        20.3.7 keep the Goods in satisfactory condition and comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the mpany’s interest, and the customer shall promptly provide a copy of such endorsement at the Company’s request.

    20.4 If the customer does anything or fails to do anything which could cause it to become subject to any of the events listed in clause 22.3 or if the Company reasonably believes any such event is about to happen, then;

        20.4.1 the customer’s right to possession of the Goods shall immediately cease;

        20.4.2 the customer’s right to resell the Goods to its clients pursuant to clause 21 shall immediately cease;and

        20.4.3 in addition to any other right or remedy the Company may have, the Company may at any time require the customer to deliver up the Goods and, if the customer fails to do so promptly (or if the Company has any reason to believe the customer will not do so), enter any premises or land occupied or owned by the customer to remove the Goods.

    20.5 If the customer fails to pay for any or all of the Goods in accordance with these terms, then in addition to any other right or remedy the Company may have:

        20.5.1 the Company shall have the power to resell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law implication or otherwise; and

        20.5.2 the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the customer to remove the Goods.

21. The customer expressly shall not be entitled to re-sell the Goods as part of a sale all or part of the customer’s business without the prior written consent of the Company, and;

    21.1 may only re-sell the Goods to the customer’s clients in the ordinary course of the customer’s trading business as a fiduciary and trustee for the Company; and

    21.2 without prejudice to the equitable rules as to tracing, in the event of any resale by the customer of the Goods, the Company’s beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the customer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s monies.

22 The Company or any related companies shall have the right to cancel all or any contracts with the customer or withhold delivery or any Goods if;-

    22.1 the customer fails to pay any monies owing to the Company or any related companies by the due date;

    22.2 the customer commits any breach of any contract with the Company or any related companies;

    22.3 the customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver,administrative receiver or administrator appointed over all or part of its assets or has a third-party levy distress on their property, or proposes terms for a company voluntary arrangement or enters into a company voluntary arrangement or enters into any other scheme of arrangement, whether formal or informal or is placed into any other formal insolvency process or suffers any similar or analogous act.In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

23 The construction, validity and performance of all Contracts between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.

24 Any suggestion retail prices quoted in the Company’s price lists or catalogues shall not limit the customer’s right to set its own retail prices.

25. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, legislative or administrative interference, acts of God, strike lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company’s inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract.

26 The customer shall ensure that no trademark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

27 Trade marks and/or logos applied to any of the Goods may be used in advertising material intended for use in retail outlets or in catalogues for the purpose only of promotion the retail sale of the Goods concerned and provided that the Company’s prior written consent is obtained.

28. Except as permitted by clause 27 above the customer shall not make any use of any logo or trademark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

29. Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.

30. No waiver or forbearance by the Company (express or implied) in enforcing any of its right under a Contract shall prejudice its right to do so in the future.

All business is carried on subject to the following terms and conditions(“Terms”), except as varied by specific written agreement of the Company.

By placing any order with the Company, the customer shall be deemed to have agreed to and accepted these Terms.

In these Terms “Contract” means the contract for the supply of Goods formed by the Company's acceptance of the customer's order.

1. The allocated country(ies) for active re-selling is the country specified in the form above.

2. No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order (“Goods”).

3. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly any terms endorsed on or contained or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms.

4. The Company reserves the right to amend any accidental error or omission on quotations, price lists, order forms, order acknowledgements, invoices or credit notes or other related documentation and compensate the amount of defective goods, shortages and any other costs which were incurred during delivery by issuing and sending credit notes to the customer. The customer can use the credit notes for any payments to the Company by reducing the principal amount of the payment against the amount of credit notes.

5. Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company’s reasonable control. Time of delivery shall not be of the essence.

6. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

7. If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

8. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

9. Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company’s published price list current at the date of the acceptance of the order. In the case of an order for delivery by instalments, each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of despatch of such instalment. Such prices are exclusive of VAT.

10. Prices include delivery to the customer's single address, except that an additional charge for carriage of £10 will be charged on all orders of invoice value less than £100 (excluding VAT).

11. Unless otherwise agreed, the Company shall invoice the customer on or after despatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is despatched. Unless otherwise agreed, payment of all sums shall be made in the currency stated on the invoice issued by the Company and is due 30 days from the date of the relevant invoice. The Company may sue for any monies outstanding beyond this date even if property in any relevant Goods has not passed to the customer.

12. If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

13. Interest may be charged on any overdue and unpaid payments which shall accrue from the payment due date until the date of payment at a rate of 3% above National Westminster Bank plc’s base lending rate from time to time in force. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

14. The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

15. The Company will (at the Company's option) either replace or refund the price of any Goods which are shown to the Company's reasonable satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered provided that: (a)the customer inspects the Goods on delivery and notifies the Company within 3 business days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them; (b) when signing for deliveries the customer must state clearly on the delivery note any damage or shortages; (c) loss or non-delivery must be notified in writing to the Company and to the carrier within 14 days of the despatch date on the advice note or invoice; (d) where a defect would not have been apparent on a reasonable examination under clause 15(a), the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 180 days of delivery whichever is earlier; and (e) the customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located.

16. Clause 15 defines the Company’s full liability in respect of the Goods. All other conditions, warranties or other undertakings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded except that nothing in these Terms shall exclude any liability of the Company for death or injury resulting from negligence or for breach of implied terms as to title under Section 12 of the Sale of Goods Act 1979.

17. Without prejudice to the provisions of clauses 15 and 16, the Company shall not be liable for any costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals.

18. Save where the law prohibits such limitation of liability and without prejudice to clauses 15, 16, and 17, the liability of the Company shall not in any circumstances exceed the invoice value of the Goods.

19. No order may be cancelled and no Goods may be returned without the Company's prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Company and the customer shall also comply with any other provisions of the Company's returns policy from time to time in place. On returns that require repackaging or re-boxing, an appropriate charge will be made. Company may, at its sole discretion, apply a stock rotation policy as notified to the customer in writing from time to time.

20. The passing of title and risk in the Goods supplied by the Company shall be as follows:

20.1 Goods shall be at the customer's risk as soon as they are delivered to the customer's premises or other agreed destination and without limitation to the foregoing the customer shall be solely responsible for their custody and maintenance.

20.2 The legal and beneficial title to the Goods shall remain the Company’s property until the Company has received unconditional payment in full (in cash or cleared funds) for: (a) the Goods; and (b) all amounts due to be paid by the customer under this Agreement and under any other agreement between the Company and the customer and on any other account whatsoever.

20.3 Until the legal and beneficial title to the Goods passes to the customer in accordance with these Terms, the customer shall: (a) not be entitled to re-sell the Goods except with the Company’s prior written consent; (b) hold the Goods on a fiduciary basis as bailee for the Company; (c) keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession; (d) not remove, deface or obscure and identifying mark or packaging on or in relation to the Goods;(e) give the Company such information relating to the Goods as the Company may from time to time request; (f) immediately notify the Company if it becomes subject to any of the events listed in clause 28(c);(g) keep the Goods in satisfactory condition and comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest, and the customer shall promptly provide a copy of such endorsement at the Company’s request.

20.4 If the customer does anything or fails to do anything which could cause it to become subject to any of the events listed in clause 28(c) or if the Company reasonably believes any such event is about to happen, then: (a) the customer’s right to possession of the Goods shall immediately cease; (b) the customer’s right to resell the Goods pursuant to clauses 20 and 25 shall immediately cease; and (c) in addition to any other right or remedy the Company may have, the Company may at any time require the customer to deliver up the Goods and, if the customer fails to do so promptly (or if the Company has any reason to believe the customer will not do so), enter any premises or land occupied or owned by the customer to remove the Goods.

20.5 If the customer fails to pay for any or all of the Goods in accordance with these Terms, then in addition to any other right or remedy the Company may have: (a) the Company shall have the power to resell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise; and (b) the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the customer to remove the Goods.

21. The customer shall not solicit orders from any person or organisation outside of its allocated territory(ies). The customer shall be entitled to make sales of the goods outside of its allocated country(ies) but within the EEA in response to unsolicited orders. For the purposes of this clause 21 and clauses 22-24, the EEA consists of all Member States of the European Union and Iceland, Liechtenstein and Norway. In the event that the EEA ceases to exist then all references in these Terms to the EEA shall be deemed to be references to the Member States of the European Union.

22. The customer shall refer to the Company all enquiries it receives for the Goods which relate to: (i) sales outside of its allocated country(ies); and (ii) sales outside or for export from the EEA.

23. The customer shall not sell or cause or permit to be sold, directly or indirectly: (a) any Goods outside of its allocated country(ies) and the EEA; or (b) any Goods outside of its allocated country(ies) but within the EEA where, to its knowledge, such Goods are intended for re- sale or distribution outside the EEA. In particular (but without prejudice to the generality of the foregoing) the customer shall not engage in advertising aimed at any place outside of its allocated country(ies) or the EEA or use any branch or distribution depot outside of its allocated country(ies) or the EEA for the sale or marketing of the Goods.

24. The customer will use its best endeavours to lawfully prevent any person from distributing or selling the Goods outside the EEA. So far as permitted by law, the customer shall include in its conditions of sale, and shall use its best endeavours to ensure that all subsequent purchasers shall include in their conditions of sale, a provision that: (a) Goods may not be sold outside of the EEA; and (b) Goods shall not be sold in the EEA where such Goods are intended for resale or distribution outside of the EEA.

25. The customer expressly shall not be entitled to re-sell the Goods as part of a sale of all or part of the customer’s business without the prior written consent of the Company.

26. Subject to clauses 20.3 and 25, the customer may only re-sell the Goods to consumers in the ordinary course of its business and as a fiduciary and trustee for the Company.

27. Without prejudice to the equitable rules as to tracing, in the event of any resale by the customer of the Goods, the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the customer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s monies.

28. The Company shall have the right to cancel all or any contracts with the customer or withhold delivery of any Goods if: (a) the customer fails to pay any monies owing to the Company by the due date;(b) the customer commits any breach of any contract with the Company;(c) the customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property or propose terms for a company voluntary arrangement or enters into a company voluntary arrangement or enters into any other scheme of arrangement, whether formal or information or is placed into any other formal insolvency process, or suffers any similar or analogous act. In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

29. Any suggested retail prices quoted in the Company's price lists or catalogues shall not limit the customer’s right to set its own retail prices.

30. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company's inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract.

31. The customer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

32. Trade marks and/or logos applied to any of the Goods may be used in advertising material intended for use in retail outlets or in catalogues for the purpose only of promoting the retail sale of the Goods concerned.

33. Except as permitted by clause 32 above or by the applicable law the customer shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

34. Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.

35. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.

36. The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption and shall act in accordance with the Company’s policy in this regard in all dealings with or on behalf of the Company.

37. The construction, validity and performance of all Contracts between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.

All business is carried on subject to the following terms and conditions(“Terms”), except as varied by specific written agreement of the Company.

By placing any order with the Company, the customer shall be deemed to have agreed to and accepted these Terms.

In these Terms “Contract” means the contract for the supply of Goods formed by the Company's acceptance of the customer's order.

1. The allocated country(ies) for active re-selling is the country specified in the form above.

2. No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order (“Goods”).

3. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly any terms endorsed on or contained or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms.

4. The Company reserves the right to amend any accidental error or omission on quotations, price lists, order forms, order acknowledgements, invoices or credit notes or other related documentation and compensate the amount of defective goods, shortages and any other costs which were incurred during delivery by issuing and sending credit notes to the customer. The customer can use the credit notes for any payments to the Company by reducing the principal amount of the payment against the amount of credit notes.

5. Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company’s reasonable control. Time of delivery shall not be of the essence.

6. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

7. If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

8. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

9. Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company’s published price list current at the date of the acceptance of the order. In the case of an order for delivery by instalments, each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of despatch of such instalment. Such prices are exclusive of VAT.

10. Prices include delivery to the customer's single address, except that an additional charge for carriage of 15€ will be charged on all orders of invoice value less than 200€ (excluding VAT).

11. Unless otherwise agreed, the Company shall invoice the customer on or after despatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is despatched. Unless otherwise agreed, payment of all sums shall be made in the currency stated on the invoice issued by the Company and is due 30 days from the date of the relevant invoice. The Company may sue for any monies outstanding beyond this date even if property in any relevant Goods has not passed to the customer.

12. If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

13. Interest may be charged on any overdue and unpaid payments which shall accrue from the payment due date until the date of payment at a rate of 3% above National Westminster Bank plc’s base lending rate from time to time in force. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

14. The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

15. The Company will (at the Company's option) either replace or refund the price of any Goods which are shown to the Company's reasonable satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered provided that: (a)the customer inspects the Goods on delivery and notifies the Company within 3 business days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them; (b) when signing for deliveries the customer must state clearly on the delivery note any damage or shortages; (c) loss or non-delivery must be notified in writing to the Company and to the carrier within 14 days of the despatch date on the advice note or invoice; (d) where a defect would not have been apparent on a reasonable examination under clause 15(a), the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 180 days of delivery whichever is earlier; and (e) the customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located.

16. Clause 15 defines the Company’s full liability in respect of the Goods. All other conditions, warranties or other undertakings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded except that nothing in these Terms shall exclude any liability of the Company for death or injury resulting from negligence or for breach of implied terms as to title under Section 12 of the Sale of Goods Act 1979.

17. Without prejudice to the provisions of clauses 15 and 16, the Company shall not be liable for any costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals.

18. Save where the law prohibits such limitation of liability and without prejudice to clauses 15, 16, and 17, the liability of the Company shall not in any circumstances exceed the invoice value of the Goods.

19. No order may be cancelled and no Goods may be returned without the Company's prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Company and the customer shall also comply with any other provisions of the Company's returns policy from time to time in place. On returns that require repackaging or re-boxing, an appropriate charge will be made. Company may, at its sole discretion, apply a stock rotation policy as notified to the customer in writing from time to time.

20. The passing of title and risk in the Goods supplied by the Company shall be as follows:

20.1 Goods shall be at the customer's risk as soon as they are delivered to the customer's premises or other agreed destination and without limitation to the foregoing the customer shall be solely responsible for their custody and maintenance.

20.2 The legal and beneficial title to the Goods shall remain the Company’s property until the Company has received unconditional payment in full (in cash or cleared funds) for: (a) the Goods; and (b) all amounts due to be paid by the customer under this Agreement and under any other agreement between the Company and the customer and on any other account whatsoever.

20.3 Until the legal and beneficial title to the Goods passes to the customer in accordance with these Terms, the customer shall: (a) not be entitled to re-sell the Goods except with the Company’s prior written consent; (b) hold the Goods on a fiduciary basis as bailee for the Company; (c) keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession; (d) not remove, deface or obscure and identifying mark or packaging on or in relation to the Goods;(e) give the Company such information relating to the Goods as the Company may from time to time request; (f) immediately notify the Company if it becomes subject to any of the events listed in clause 28(c);(g) keep the Goods in satisfactory condition and comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest, and the customer shall promptly provide a copy of such endorsement at the Company’s request.

20.4 If the customer does anything or fails to do anything which could cause it to become subject to any of the events listed in clause 28(c) or if the Company reasonably believes any such event is about to happen, then: (a) the customer’s right to possession of the Goods shall immediately cease; (b) the customer’s right to resell the Goods pursuant to clauses 20 and 25 shall immediately cease; and (c) in addition to any other right or remedy the Company may have, the Company may at any time require the customer to deliver up the Goods and, if the customer fails to do so promptly (or if the Company has any reason to believe the customer will not do so), enter any premises or land occupied or owned by the customer to remove the Goods.

20.5 If the customer fails to pay for any or all of the Goods in accordance with these Terms, then in addition to any other right or remedy the Company may have: (a) the Company shall have the power to resell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise; and (b) the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the customer to remove the Goods.

21. The customer shall not solicit orders from any person or organisation outside of its allocated territory(ies). The customer shall be entitled to make sales of the goods outside of its allocated country(ies) but within the EEA in response to unsolicited orders. For the purposes of this clause 21 and clauses 22-24, the EEA consists of all Member States of the European Union and Iceland, Liechtenstein and Norway. In the event that the EEA ceases to exist then all references in these Terms to the EEA shall be deemed to be references to the Member States of the European Union.

22. The customer shall refer to the Company all enquiries it receives for the Goods which relate to: (i) sales outside of its allocated country(ies); and (ii) sales outside or for export from the EEA.

23. The customer shall not sell or cause or permit to be sold, directly or indirectly: (a) any Goods outside of its allocated country(ies) and the EEA; or (b) any Goods outside of its allocated country(ies) but within the EEA where, to its knowledge, such Goods are intended for re- sale or distribution outside the EEA. In particular (but without prejudice to the generality of the foregoing) the customer shall not engage in advertising aimed at any place outside of its allocated country(ies) or the EEA or use any branch or distribution depot outside of its allocated country(ies) or the EEA for the sale or marketing of the Goods.

24. The customer will use its best endeavours to lawfully prevent any person from distributing or selling the Goods outside the EEA. So far as permitted by law, the customer shall include in its conditions of sale, and shall use its best endeavours to ensure that all subsequent purchasers shall include in their conditions of sale, a provision that: (a) Goods may not be sold outside of the EEA; and (b) Goods shall not be sold in the EEA where such Goods are intended for resale or distribution outside of the EEA.

25. The customer expressly shall not be entitled to re-sell the Goods as part of a sale of all or part of the customer’s business without the prior written consent of the Company.

26. Subject to clauses 20.3 and 25, the customer may only re-sell the Goods to consumers in the ordinary course of its business and as a fiduciary and trustee for the Company.

27. Without prejudice to the equitable rules as to tracing, in the event of any resale by the customer of the Goods, the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the customer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s monies.

28. The Company shall have the right to cancel all or any contracts with the customer or withhold delivery of any Goods if: (a) the customer fails to pay any monies owing to the Company by the due date;(b) the customer commits any breach of any contract with the Company;(c) the customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property or propose terms for a company voluntary arrangement or enters into a company voluntary arrangement or enters into any other scheme of arrangement, whether formal or information or is placed into any other formal insolvency process, or suffers any similar or analogous act. In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

29. Any suggested retail prices quoted in the Company's price lists or catalogues shall not limit the customer’s right to set its own retail prices.

30. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company's inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract.

31. The customer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

32. Trade marks and/or logos applied to any of the Goods may be used in advertising material intended for use in retail outlets or in catalogues for the purpose only of promoting the retail sale of the Goods concerned.

33. Except as permitted by clause 32 above or by the applicable law the customer shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

34. Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.

35. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.

36. The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption and shall act in accordance with the Company’s policy in this regard in all dealings with or on behalf of the Company.

37. The construction, validity and performance of all Contracts between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.

Terms & Conditions of Sale

Basis of Sale

• By placing an order with Endura, Inc. (“Endura”), Dealer shall be deemed to have agreed to and accepted these Terms and Conditions of Sale (“Agreement”) and all policies, programs, and resources incorporated by reference.
• All ENDURA products purchased by Dealer under this program are purchased solely and exclusively for Dealer’s resale to consumer end-users. With the exception of Dealer’s own e-commerce site, Dealer shall not sell any ENDURA products to third-party sites (e.g. Amazon, eBay, etc.) or to another Dealer, retailer, distributor, wholesaler, or broker unless ENDURA otherwise expressly authorizes doing so in writing. Additionally, any permitted online sales are restricted to the U.S. only.
• All ENDURA products purchased by Dealer are purchased solely and exclusively for Dealer’s resale in the continental United States, Alaska, and Hawaii (or other territories as authorized by ENDURA in writing) and Dealer shall not sell any ENDURA products outside of, or export from, the continental United States unless authorized by ENDURA in writing.
• Dealer agrees and understands that any resale not permitted hereunder shall constitute a breach of this Agreement and shall permit ENDURA to take any action for breach set forth herein and as otherwise available and permitted by law.
• Dealer agrees to sell ENDURA products at prices in accordance with Endura’s MAP Policy.

Orders and Specifications

• The terms of this Agreement prevail over any of Dealer’s general terms and conditions of purchase regardless of whether or when Dealer has submitted any such terms or a purchase order. Fulfillment of Dealer’s order by ENDURA does not constitute acceptance of any of Dealer’s terms and conditions and does not serve to modify or amend this Agreement. Accordingly, any terms inconsistent with the terms herein are not specifically agreed to in writing by Endura and shall be deemed superseded and nullified by the terms of this Agreement.
• Terms and conditions contained in any accompanying ENDURA invoice apply to this Agreement and the sale of any ENDURA products hereunder. Payment of all invoiced sums shall be made in US Dollars (USD).
• No order will be binding upon Endura unless and until accepted by Endura in writing or by delivery of the order.
• Endura reserves the right to amend any accidental error or omission on quotations, price lists, order forms, order acknowledgements, invoices or credit notes or other related documentation and compensate the amount of defective or damaged goods, shortages, over-shipments, and any other costs which were incurred during delivery by issuing and sending credit notes to Dealer.
• No cancellations of shipments are allowed less than 30 days prior to the ship date unless authorized by ENDURA in writing.
• Dealer agrees to ENDURA preferred shipping, any other shipping method may subject Dealer to additional fees.
• All delivery dates are made in good faith and all reasonable efforts will be made to adhere to them, Endura accepts no liability for any failure to comply with such dates by reason of any cause beyond Endura’s reasonable control. Time of delivery shall not be of the essence.
• Endura shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle Dealer to reject products.

Promotions

• Dealer shall periodically update and replace any advertising and other promotional materials related to products sold by ENDURA to Dealer hereunder. Any advertising and promotional materials provided to Dealer by ENDURA are the property of ENDURA, and Dealer will not alter, obscure, or remove any such advertising and promotional materials without ENDURA’s prior written consent.

Confidentiality

• Dealer shall keep confidential all information received from ENDURA and shall use any such information solely for the purpose of performing its obligations hereunder and may not disclose any such information unless authorized to do so in writing by ENDURA. Confidential information shall include, without limitation, all pricing, discounts, intellectual property, sales information, teams under sponsorship, designs, and rebates disclosed to Dealer.

Product Returns

• Dealer must receive ENDURA’s written consent prior to returning any products for any reason and all costs related to returns, including freight, shall be borne by Dealer.
• Participating Dealers may return products for stock rotation subject to the criteria set forth in ENDURA’s Dealer Stock Rotation Program.
• ENDURA products purchased by Dealer will correspond in all material respects with ENDURA’s specifications at the time of delivery and be free from defects in material and workmanship (“Warranty”). EXCEPT AS OTHERWISE SET FORTH HEREIN, ENDURA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• UNDER NO CIRCUMSTANCES WILL ENDURA BE LIABLE TO DEALER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, LOST PROFITS OR REVENUES OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY DEALER OR COULD HAVE BEEN REASONABLY FORESEEN BY ENDURA, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
• It is agreed that Dealer will handle all customer returns for defective or damaged products. If requested by ENDURA, Dealer shall provide photographic evidence of any defect or damage, or return defective or damaged products to ENDURA for inspection. Otherwise, Dealer will dispose of defective or damaged products returned by its customers. Dealer agrees that the remedy set forth in this paragraph is the sole remedy for defective and damaged products and Dealer agrees that it shall not withhold, set off, or deduct payment of any amounts due and payable by reason of any claim or dispute with ENDURA.
• The Warranty will apply to products only if (i) the defects are not due to normal wear and tear, and (ii) the price for the alleged defective products has been paid.

Law and Jurisdiction

• Dealer shall at all times comply with all laws applicable to this Agreement, Dealer, and the sale of products.
• The Dealer acknowledges that it has read and understands the ENDURA policies and ethical and other standards available at https://pentlandbrands.com/reports-and- resources/ and that it shall conduct its business in compliance with the standards set forth in such publications.
• All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of California.