1. All quotations or offers made by the Seller and all orders accepted by it are made or accepted subject to these terms and conditions of business alone. The Buyer acknowledges that any terms or conditions proposed by the Buyer do not apply. Nor does any other variation these terms of business apply except as expressly stated or as agreed in writing by the Seller.

2. It is the responsibility of the Buyer to satisfy itself that the Sales Invoice correctly sets out the particulars and terms applicable to the transaction and to notify in writing the Seller immediately upon the Buyer’s receipt of the Sales Invoice of any discrepancy. In the absence of any such written notification within seven days of the date of the Sales Invoice the Buyer is deemed to have accepted the accuracy of the Sales Invoice and to have waived any discrepancy.

3.Unless stated to the contrary in the Sales Invoice the price specified does not include Value Added Tax or any levy, duty, charge or tax payable in respect of the Sales or importation of the goods and these shall be for the account of the Buyer.

4. If no payment terms are specified in the Sales Invoice payment is to be made by the Buyer within thirty days after the date of the Invoice.

5. The Seller reserves the right to require payment or interest by the Buyer on any sum due from it and not paid to the Seller within fourteen days of the due date. The rate of interest will be 4% over the Base Rate of Barclays Bank Plc from time to time.

6. Any time or date named by the Seller for delivery is given and intended as the Seller’s best estimate. The Seller will use its best endeavours to maintain agreed delivery schedules but the Seller is not liable to the Buyer for any delay in delivery beyond such time or date.

7. If the sale is on the basis that further instructions are required from the Buyer to enable the Seller to carry out the processing or delivery of the goods the Buyer will give those instructions within the time specified by the Seller or if no time is specified not later than two months (in the case of colouring or processing instructions) or two months (in the case of delivery instructions) prior to the date of delivery and failure by the Buyer to give complete instructions within the required time will constitute a substantial breach by the Buyer. If the Buyer does not give the required processing or delivery instructions by the due date the Seller shall have the right by notice to the Buyer and without prejudice to any other remedy (including any claim for damages) to cancel the sale in which case the Seller’s obligations to the Buyer will be at an end in respect of any of the goods not then delivered.

8. The Buyer will take delivery of the goods when tendered by the Seller. The Seller may at its discretion tender delivery of the goods by instalments. If the goods are delivered by instalments theseterms and conditions shall apply to each instalment as if the same were sold under separateContract.

9. Unless otherwise stated in the Sales Invoice the risk in the goods passes to the Buyer upon delivery of the goods at the place of delivery specified therein.

10. If the goods are sold F.O.B. the Seller will not be under any obligation to give the notice specified in Section 32(3) of the Sales of Goods Act 1979.

11. The Seller will use its best endeavour to deliver the quantity of goods as ordered; margin of 10% above or below the quantity specified shall be allowed and the Buyer shall pay for the quantity actually delivered.

12. (A) Any claim relating to short quality or non- delivery of packages of the goods or any instalment of them must by notified in writing to the Seller.

(i) In the case of short quantity within three days after the relevant goods are delivered to the Buyer or

(ii) if earlier and in any other case within five days after the date of the Seller’s invoice to the Buyer for the relevant goods.

(B) The Buyer undertakes to inspect the goods immediately upon delivery of them to the place of delivery.

(C) Any claim that the goods are damaged or which relates to the quality of the goods are not in accordance with this contact must be notified in writing to the Seller before the expiry of five days after actual delivery. The Buyer agrees that it will not institute any proceedings in respect of any claim relating to the goods unless it has first in writing within the period above mentioned (in which respect time is of the essence) given notice to the Seller specifying the grounds of the claim.

(D) The Buyer undertakes that it will not pursue any claim relating to quality, quantity, description, measurement, weight or condition of the goods against the Seller, until the expiry of a period of fifteen days after receipt by the Seller of the Buyer’s notice of claim to give the Seller an adequate opportunity to inspect the goods at the place of delivery.

(i) the original bundle of packing has been retained intact for inspection by the Seller.

(ii) The consignment in respect of which the complaint is made is retained intact at the place of delivery and except to the extent that this is necessary for inspection by the Buyer in its original packing. The Buyer agrees that it will have no claim against the Seller if before the claim is settled by the Seller the goods have been cut or put into use.

(E) No measurement claim will be allowed unless supported by a certificate of the Northampton Chamber of Commerce and Industry Check Measurement Service based on the Mechanical Pinwheel Measuring Machine and in accordance with the International Council of Tanners Measurement Code (1970).

(F) In this Clause only references to days means working days of the Seller.

13.The title to the goods sold is retained by the Seller and Remains with the Seller until all sums due from the Buyer to the Seller whether in respect of the goods sold or otherwise have been paid in full to the Seller. So long as title to the goods sold remains with the Seller the Buyer grants to the Seller and its agents and servants at all times access to the goods to enable the Seller to inspect and/or repossess the goods.

14 In the event of the Seller repossessing the goods sold c Credit will be allowed to the Buyer only in the event of those goods being re-sold and not otherwise. The Amount of such will be the lower of the price of the Goods re-sold as invoiced to the Buyer (before VAT, processing, handling, transport and other charges and disregarding any discounts) and the net value realised on sale but after deducting in either case any costs incurred by the Seller in connection with the repossession and re-selling of the goods.

15 If any part of the purchase price of the goods has not been paid by the due date or there is any other sum due from the Buyer to the Seller or if the Buyer shall commit any breach of the terms of this Agreement or any other Contract with the Seller or if the Buyer compounds with or negotiates with its creditors generally or permits any judgement against it to remain unsatisfied for seven days or if being an individual the Buyer dies or has a Receiving Order made against him or commits any act of bankruptcy or being a Company the Buyer calls any meeting of its creditors or has a Receiver of all or any of its assets appointed or enters into liquidation the Seller may by notice of writing to the Buyer terminate the Contract forthwith either in its entirety or to the extent that it remains to be performed and in any event without prejudice to any other right of the Seller.

16 If the Buyer has any claim against the Seller in respect of a breach by the Seller of any condition implied by Section 13, 14 or 15 of the Sale of Goods Act 1979 the liability of the Seller to the Buyer shall be limited to (at the option of the Seller) either refunding to the Buyer the purchase price of the goods or replacing the goods in respect of which the Seller has a liability. In no circumstances will the Seller be liable for any consequential loss or damage sustained by the Buyer whether due to the negligence of the Seller or in any other way attributable to the supply of the goods by the Seller pursuant to this Contract. If the goods supplied by the Seller are proved defective and provided that the Buyer has not used the goods in any way by any manufacturing process and provided that the Buyer has complied with Clause 12 the Seller will make an allowance or effect a replacement in respect of the goods.

17 The Contract is governed by the Laws of England and the Buyer shall not take any claim or action in respect of it or relating to the goods agreed to be sold except in the English Courts.

18 The Seller shall not be liable to the Buyer for any delay or failure to comply with its obligations if such delay or failure is caused wholly or partly by the Buyer or by any circumstances not within the direct control of the Seller or by shortages of materials or labour required for or in connection with the manufacture or transportation of the goods or by any other order or requirement for any national local statutory or other authority by strikes, lock outs, inclement weather or accident. If the Seller is so delayed or hindered from delivering the goods or any part of them the Seller shall be at liberty to withhold, suspend or reduce delivery to the extent that the Seller in its discretion thinks fit. The Seller will not be liable for any loss arising from delay in or failure of delivery occasioned by any of the matters mentioned in this Clause.

19 All statements, representations, warranties or communications made or given by the Seller prior to a contract being made whether collateral to the contract or otherwise and whether expressed or implied do not form part of and will not merge with and are superseded by the contract unless otherwise stated in writing.

20 Any indulgence granted by the Seller to the Buyer or any waiver by the Seller of its rights hereunder in respect of any transaction or series of transactions shall not be deemed to be a waiver of the Seller’s rights in respect of any transaction or any agreement to confer the same time indulgence in respect of any other transaction.