REGATTA CATALOGUE

Regatta LtdRisol HouseMercury Way, UrmstonManchester M41 7RRCREDIT CONTRACTDate of applicationPlease complete this form ensuring all sections are completed and the form is duly signed by an official signatory(e.g. Director, Partner).Are you a sole trader partnership a limited company otherName of CompanyRegisteredAddress Country PostcodeTelephone Fax Emailnumber number addressEmail address for emailed invoices,credit notes and statementsBank details BIC IBANAre you registered for VAT? Yes No If yes, what is your VAT registration number?PLEASE NOTE THAT IF YOU ARE NOT REGISTERED FOR VAT, YOUR INVOICES WILL STILL INCLUDE VAT AT 20% RATELimited companies only– company registration number or equivalentDirectors/Partners/Owners Phone number Email addressNameContacts Phone number Email addressName of Buyer Phone number Email addressName of Accounts ContactCurrency of trading (agreed with your sales rep before the commencement of deliveries)PLEASE READ THE TERMS & CONDITIONS OVERLEAF AND SIGN.

TERMS & CONDITIONS 7.2.6 the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so immediately to enter upon any premises of the Buyer or any third party where the Goods are stored1. INTERPRETATION and repossess the Goods.1.1 In these Conditions: 7.3 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in ‘BUYER’ means the person or company who accepts a quotation of the Seller for the sale of the Goods or whose Condition 11 then, without limiting any other right or remedy the Seller may have: order for the Goods is accepted by the Seller; ‘CONSIGNMENT’ means each despatched order of Goods; 7.3.1 the Buyer shall not be entitled to resell the Goods or use them in the ordinary course of its business or otherwise; ‘GOODS’ means the goods which the Seller is to supply in accordance with these Conditions; and ‘INTELLECTUAL PROPERTY RIGHTS’ all intellectual and industrial property rights including patents, know-how, registered trade marks and, registered designs, utility models, and all other similar rights, applications for 7.3.2 the Seller may at any time require the Buyer to deliver up all Goods in its possession and, if the Buyer fails to do and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to so immediately, enter upon any premises of the Buyer or any third party where the Goods are stored in order to prevent passing off for unfair competition and copyright, database rights, formulae, manufacturing instructions, recover them. prototypes, specifications, topography rights, any other rights in any invention, discovery or process, and any other intellectual property rights, in each case in the United Kingdom and all other countries in the world and 7.4 The goods shall be at the risk of the Buyer from the time of delivery of the goods to the Buyer. together with all renewals and extensions; ‘SELLER’ means Regatta Limited; 8. TERMINATION ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document; ‘CONTRACT’ means 8.1 The Seller may by written notice terminate the Contract by written notice immediately if the Buyer: the contract for the purchase and sale of the Goods in accordance with the Conditions. 8.1.1 is in material breach of the Contract; or INCOTERMS means the International rules for the interpretation of trade terms of the International Chamber of 8.1.2 in accordance with clause 6.3; or Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term 8.1.3 in accordance with clause 11.2. or expression which is defined in or given a particular meaning by the provision (of the Incoterms) shall have the 8.2 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either same meaning in these Conditions but if there is any conflict between the provisions (of Incoterms) and these Conditions the latter shall prevail. the Buyer or the Seller accrued prior to termination. The Conditions which expressly or impliedly have effect after1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation. termination will continue to be in force notwithstanding termination.2. BASIS OF THE SALE 9. WARRANTIES AND LIABILITY2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written or verbal quotation of 9.1 The Seller warrants that subject to the normal limits of industrial quality and this Condition 9 the Goods shall at the Seller which is accepted by the Buyer, or any order of the Buyer (whether oral or written) which is accepted the time of despatch:- by the Seller either verbally or in writing, or by the Seller despatching the Goods to the Buyer subject in either 9.1.1 be of merchantable quality; case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions 9.1.2 subject to Condition 2.4 correspond with the description to which they are sold (if any); subject to which any such quotation is accepted or purported to be accepted.2.2 No variation to these Conditions shall be binding unless agreed in writing by any of the Seller’s Directors or by and the Seller’s Company Secretary. 9.1.3 be fit for any particular purpose for which the Goods are being bought if the Buyer had made known that2.3 Except as otherwise agreed in these Conditions alI drawings, designs, descriptive matters, samples, specifications, catalogues, brochures, photographs, technical literature and advertising matter are published purpose to the Seller in writing and the circumstances show that the Seller has accepted that it is reasonable for or issued for the sole purpose of giving an approximate idea of the goods described in them. No information the Buyer to rely on the skill or judgement of the Seller. contained in any of them or in any other document whatever shall form part of the contractual description of the 9.2 The Seller shall not be liable for any indirect or consequential loss or damage howsoever caused to the Buyer Goods nor shall they form part of the Contract and the Seller shall not be liable for any inaccuracies or omissions (even if caused by the negligence of the Seller or anyone for whom it is vicariously liable) in relation to the Goods in them. subject to Condition 9.7.2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of 9.3 Any claim by the Buyer which is based on the Goods failure to comply with Condition 9.1 shall (whether or not offer, invoice or other document or information issued by the Seller shall be subject to correction without any delivery is refused by the Buyer) be notified to the Seller: liability on the part of the Seller. 9.3.1 (where the defect or failure was apparent on reasonable inspection) within 21 days from the date of despatch; or 9.3.2 (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the3. ORDERS AND SPECIFICATIONS defect or failure or the time when the defect or failure ought reasonably to have been discovered by the Buyer.3.1 Subject to Condition 3.6 no order submitted by the Buyer shall be deemed to be accepted by the Seller unless 9.4 Returns of Goods (other than Goods which are defective under Condition 9.1) will not be accepted unless a Returns Number is obtained from the Seller’s Customer Service Department. and until confirmed either verbally or in writing or by the Seller despatching the Goods to the Buyer. 9.5 Subject to the other provisions of this Condition 9, all warranties, conditions or other terms implied by statute or3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the common law are excluded to the fullest extent permitted by law. 9.6 Subject to clause 9.7 in the event of any breach of the Seller’s obligations under the Contract whether in contract, Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable tort, (including negligence), breach of statutory duty or otherwise, the entire aggregate liability of the Seller to the Seller to perform the Contract in accordance with its terms. the Buyer will in no circumstances exceed [100%] of the price of the Goods payable under the relevant order.3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s 9.7 Nothing in these Conditions shall exclude the liability of the Seller to the Buyer unless the Contract is an quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). The Seller reserves the right international supply contract (as defined in S.26 Unfair Contract Terms Act 1977): to make without notice any changes in the specification, description, design or materials of the Goods which are 9.7.1 for breach of its obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and required to conform with any applicable safety or other statutory requirements. The Buyer shall not be entitled to Services Act 1982; object to or reject the Goods (or any of them) because of such reasonable modifications. 9.7.2 for personal injury or death resulting from its negligence;3.4 No order which has been specifically made for the Buyer (SMUs) can be cancelled except with Seller’s written 9.7.3 for any liability which it cannot exclude or limit by law; permission. 9.7.4 for fraud or fraudulent misrepresentation.3.5 If cancellation of an order has been accepted but the order has already been despatched the Buyer will be liable for all carriage charges incurred. 10. FORCE MAJEURE3.6 Where Goods have been processed or made to a specific order the Buyer shall indemnify the Seller in full 10.1 The Seller shall not be liable to the Buyer or be in breach of the Contract by reason of any delay in performing against all losses, costs (including the cost of all labour and materials used), damages, charges and/or expenses incurred by the Seller as a result of cancellation. For avoidance of doubt, this provision does not include the right or any failure to perform any of the Seller’s obligations under the Contract if the delay or failure was due to any to claim for loss of profits. cause beyond the Seller’s reasonable control.3.7 All orders are accepted by the Seller subject to the availability of the Goods at the date of delivery. 10.2 The following shall (without limitation) be regarded as causes beyond the Seller’s reasonable control:3.8 It is the Buyer’s responsibility to ensure that the Goods are suitable for any further processing work required by 10.2.1 Act of God, explosion, flood, tempest, fire or accident; the Buyer, whether it be embroidery, badging or any other work which alters the condition of the merchandise 10.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; and the Seller will not be responsible for any loss incurred by the Buyer as a result of such processing work, 10.2.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures governmental, parliamentary or local authority; except where the Seller specifically states that the goods are suitable for processing,. 10.2.4 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a3.9 The Buyer shall inspect the goods to make sure they are ‘as ordered’ before releasing them for processing by third party). any third party. Any problems/issues associated with processing unsuitable goods are not the responsibility of the Seller and the Buyer shall have no claim under the warranty. 11. INSOLVENCY OF BUYER 11.1 This Condition 11 applies if:4. DELIVERY 11.1.1 the Buyer is unable to pay its debts as they fall due or makes or proposes any voluntary arrangement with its4.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place agreed for delivery in the creditors or becomes subject to an application for or the making of an administration order or the filing of a order. notice of appointment or notice of intention to appoint an administrator or (being an individual or firm) becomes4.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or has a petition presented or a resolution passed for its winding up; or in delivery of the Goods. 11.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or4.3 If for any reason the Buyer fails to accept delivery of the Goods: 11.1.3 if any distraint, execution or other process is levied or enforced on any property of the Buyer and is not paid out,4.3.1 the Buyer shall remain liable to pay the Seller’s reasonable costs of packing and delivery of the Goods; and withdrawn or discharged within 21 days; or4.3.2 The Seller shall be entitled to resell or otherwise dispose of part or all of the Goods and charge the Buyer for any 11.1.4 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 11.1.1 to 11.1.3 (inclusive); shortfall below the price of the Goods. 11.1.5 the Buyer ceases or threatens to cease to carry on business; or4.3.3 Unless otherwise agreed in writing the Seller may deliver the Goods in separate instalments. 11.1.6 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the4.3.4 No cancellation or termination of any instalment will entitle the Buyer to repudiate or cancel any other instalment. Buyer and notifies the Buyer accordingly.4.3.5 Each separate instalment will be invoiced and paid for in accordance with the provisions of the Contract. 11.2 If this Condition 11 applies then (without prejudice to any other right or remedy available to the Seller) the Seller may terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer5. PRICE OF THE GOODS and if the Goods have been delivered but not paid for the price shall become immediately due and payable5.1 Subject to Condition 5.2, the price of the Goods shall be that ruling on the date of any quotation given or on despite any previous agreement or arrangement to the contrary. the date of the relevant order and will be subject to Value Added Tax and any other government duty or tax 12. TRADE MARKS applicable. 12.1 The Buyer acknowledges the Seller is the owner of the Intellectual Property Rights in the Goods.5.2 Where the aggregate price of the consignment of Goods (excluding Value Added Tax, duties, carriage and 12.2 The Seller grants the right to the Buyer to resell the Goods utilising and bearing any trade mark owned by the insurance) to be delivered in the British Isles exceeds £250 (or the euro value equivalent determined by the Seller) the price payable is inclusive of carriage. This limit is subject to six monthly review. Seller and applied to the Goods.5.3 If the aggregate price of the consignment of Goods is below the amount specified in Condition 5.2, we reserve 12.3 The Buyer recognises that the Seller has invested time, resource, expense and skill in building up its Intellectual the right to charge a minimum surcharge of £4.50 (or the euro value equivalent determined by the Seller) to cover delivery costs. The level of this charge is subject to six monthly review. Property Rights including its portfolio of trade marks and the Seller is at all times and in its sole discretion entitled5.4 The Seller reserves the right to increase the price of the Goods to reflect any increase in the cost to the Seller to maintain the reputation, integrity and standing of the Intellectual Property Rights and set out conditions as to which is due to:- the way they are used.5.4.1 any factor beyond the control of the Seller; 12.4 The Seller shall be entitled to revoke the Buyer’s right to use any Intellectual Property Right if in its sole discretion5.4.2 any change in delivery dates or quantities requested by the Buyer; the Buyer does any act likely to affect the reputation and standing of any mark which for this purpose can5.4.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information include any breach of these Conditions and without limitation, failure to properly display, excessive discounting, or instructions, or insolvency, or engaging in the supply of counterfeit merchandise including engaging in the supply of counterfeit5.4.4 any tariff increases or the application of any additional duties imposed as a result of anti-dumping, anti-subsidy merchandise in respect of goods not supplied or owned by the Seller. or safeguard investigations and/or import quota restrictions which may from time to time be imposed, including in particular any successor duties, charges or restrictions imposed following the abolition on 1 January 2005 of 13. EXPORT TERMS the GATT Agreement on Textiles and Clothing quota system; 13.1 Where the Goods are supplied for export from the United Kingdom this Condition 13 shall apply despite any5.5 The price for the goods is payable in euro/sterling either in cash or by cheque or bankers draft drawn on a UK bank or by telegraphic transfer. other provisions of these Conditions. 13.2 To enable the Seller to perform the Contract in accordance with its terms the Buyer shall immediately obtain6. TERMS OF PAYMENT6.1 Where the Seller gives credit to the Buyer payment for the Goods is due by the 30th day after the date of the all import licences (or equivalent authorisation) necessary for the importation of the Goods into the country to which they are to be consigned and shall promptly inform the Seller of their grant. invoice. Time for payment shall be of the essence. 13.3 The Goods will be supplied on an ex-works basis unless otherwise agreed in writing.6.2 Subject to Condition 6.1 the Seller may before delivering the Goods require payment from the Buyer of the price 14. ANTI-CORRUPTION for them and of any previously due account and may withhold delivery until such payment is made. If the Buyer’s 14.1 The Buyer shall at all times comply with all applicable laws, including anti-bribery laws. circumstances are such that the Seller is no longer prepared to give credit the Seller may cancel any outstanding order. 15. GENERAL6.3 If the Buyer fails to make any payment to the Seller on the due date then (without prejudice to any other right or 15.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any remedy available to the Seller) the Seller shall be entitled to terminate the Contract subsequent breach of the same or any other provision.7. RISK AND PROPERTY 15.2 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the7.1 Property in the Goods (both legal and equitable) shall not pass to the Buyer until:7.1.1 the price of the Goods; and Seller;7.1.2 every other sum which is due from the Buyer to the Seller whether under this Contract or otherwise, has been 15.3 The Buyer may not assign, delegate, license, hold on trust, sub-contract or otherwise transfer all or any of its paid in full. rights or obligations under the Contract without the Seller’s prior written consent.7.2 Until the property in the Goods passes to the Buyer: 15.4 The Buyer shall not at any time disclose to any person the confidential information concerning the business7.2.1 the Buyer shall keep the Goods as bailee;7.2.2 the Buyer shall keep Goods properly stored and such that they are easily identifiable as the property of the affairs, customers, clients or suppliers of the Seller except to the extent required to perform its obligations under the Contract or as may be required by law. Seller; 15.5 The Contract contains all the terms which the parties have agreed in relation to the Goods and supersedes7.2.3 the Buyer shall not remove, deface or obscure any identifying mark on the Goods; any prior written or oral agreements, representations or understandings between the parties. The Buyer7.2.4 the Buyer shall keep the Goods insured on the Seller’s behalf against ‘all risks’ for the full price of the Goods to acknowledges that it has not relied on any statement, promise or representation made by or given by or on behalf of the Seller which is not set out in this Contract. the reasonable satisfaction of the Seller and shall produce the policy of insurance to the Seller on request; 15.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts7.2.5 the Buyer shall notify the Seller immediately if it becomes subject to any of the events listed in Condition 11; and (Rights of Third Parties) Act 1999 by any person not a party to it. 15.7 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. 15.8 The Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.AGREEMENT SIGNATUREAny queries or dispute of invoice is to be made in writing within three days Name:of receipt of goods Title: Date:In applying for credit facilities, we agree to the aboveterms and conditions of tradingPlease tick this box to confirm you are an authorisedsignatory of your companyI have read and I agree to the above terms and conditions of trading