Terms & Conditions of Sale

Castore Group – 2026

1. Definitions

Approved Marketing Materials: means any promotional/marketing aids, fixtures and/or advertising materials produced by, for or on behalf of the Customer that have been approved in writing by the Seller.

Artwork: means any drawing, text, photograph, design or any other visuals or materials provided by the Customer to the Seller to be printed, embroidered or pressed on, or to form part of, the Goods.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Castore: J. Carter Sporting Club Limited, a company incorporated in England and Wales (company registration number 09670915) and having its registered office at 1 Central Street, Manchester, M2 5WR, United Kingdom.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with 16.4.

Compliance Standards: has the meaning given in clause 15.1.

Contract: the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Control: means, in relation to any entity, the ability (whether directly or indirectly and whether through ownership of securities, by contract, or otherwise) to direct or cause the direction of the management and policies of that entity, including through:

(a) ownership or control of more than fifty percent (50%) of the voting rights or equity interests in that entity; or

(b) the right to appoint or remove a majority of the members of its board of directors or equivalent governing body; or

(c) any other arrangement or relationship conferring decisive influence over the entity’s affairs,

and “Controlled” and “under common Control” shall be construed accordingly.

Customer: the person or firm who purchases the Goods from the Seller.

Delivery Location: has the meaning given in 4.2.

Digital Marketing Materials: means any promotional content that exists in the form of digital data including content digitally broadcast, streamed, contained in computer files or accessed via an online platform or database provided by the Seller to the Customer from time to time.

European Territory: means (i) the members of the European Economic Area; (ii) the United Kingdom of Great Britain and Northern Ireland and (iii) Switzerland.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control (including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, pandemic, epidemic (or legal, governmental or regulatory response or future changes of response to such event) or other natural physical disaster, transport disruption, failure or shortage of power supplies, war, military operations, riot, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omission (including failure to grant any necessary permission) of any relevant government, court, competent national authority or governing body).

Goods: the goods (or any part of them), and any services relating to the embellishment, customisation or finishing of those goods, as set out in the Order.

Group Company: means any subsidiary of Castore or any company, brand or entity Controlled by, Controlling or under common Control with Castore.

Marketing Materials: means any Approved Marketing Materials, Digital Marketing Materials and/or Physical Marketing Materials.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of the Seller's quotation, as the case may be.

Physical Marketing Materials: means tangible promotional aids, equipment, fixtures and fittings provided by the Seller to the Customer from time to time.

Seller: Castore or any Group Company from which the Customer is purchasing Goods, as identified in the Order.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Seller.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods from the Seller in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3 An Order shall be accepted, and the Contract shall come into existence on the earlier of:

(a) the Seller issuing a written acceptance or order confirmation;

(b) the Seller dispatching or delivering the Goods;

(c) the Seller issuing an invoice in respect of the Order; or

(d) the Seller otherwise commencing performance of the Order.

2.4 The Seller reserves the right, in its absolute discretion, to reject or accept any Order in whole or in part. The Seller shall not be liable if it is unable to fulfil the entirety of an Order and may allocate available stock between customers in its absolute discretion.

2.5 Any samples, drawings or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures or otherwise provided to the Customer are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force and the Contract shall not constitute a sale by description or sample.

2.6 A quotation, price list or other communication prior to acceptance shall not constitute acceptance of an Order. A quotation shall only be valid for a period of 30 days from its date of issue.

3. Goods

3.1 The Goods are described in the Seller's catalogue or the Seller's quotation (in each case as modified by any applicable Specification).

3.2 The Customer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of any Specification and/or the Seller's use of any Artwork. This 3.2 shall survive termination of the Contract.

3.3 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Seller shall notify the Customer in any such event.

3.4 The Seller may at any time discontinue, withdraw, replace, modify or update any Goods, product line, collection, colourway or specification and shall have no liability arising from or in connection with such discontinuation, withdrawal, replacement, modification or update.

3.5 Any sales forecasts, demand projections, inventory estimates, launch dates, availability information, production schedules, stock allocations or other forward-looking information provided by the Seller are indicative only and shall not constitute a representation, warranty or commitment on which the Customer is entitled to rely.

3.6 The Customer acknowledges and accepts that, whilst the Seller will use reasonable endeavours to match all colours and finishes, the Goods are supplied on the understanding that the finish of Goods containing natural products or materials may vary from sample to sample and product to product, and any such variations in any Goods shall not be a defect.

3.7 The Customer acknowledges that, unless otherwise indicated by the Seller in accordance with clause 3.6, Artwork submitted by the Customer through the Seller's website or in writing shall be deemed to be approved by the Customer and the Seller shall (subject to the remainder of this clause 3) be entitled to produce Goods based on and incorporating such Artwork without further reference to the Customer.

3.8 The Seller reserves the right to make any amendments to the Artwork it reasonably considers necessary or appropriate to effectively carry out its obligations under the Contract and/or if clause 3.8 applies, and the Seller shall communicate such amendments to the Customer in writing and provide a final proof. The Customer shall promptly confirm whether it accepts the final proof and in any event within 48 hours from the date/time of the Seller's communication.

3.9 If the Customer fails to notify the Seller of its acceptance or rejection of any final proof in accordance with clause 3.6, it shall be deemed to have accepted the amendments and the final proof shall be deemed to be approved and the Seller shall be entitled to produce Goods based on such final proof.

3.10 The Seller may, in its absolute discretion, reject any Artwork submitted by the Customer and/or terminate the Contract if it reasonably considers the Artwork to be unsuitable or inappropriate, likely to damage its reputation, or requires the consent from a third party to be used. If the Seller considers that proof of a third party’s consent or other authority is required to proceed with the Contract, then the Customer shall promptly obtain such and send it to the Seller. If the Customer fails to provide such proof or authority within 14 days, or such other timeframe required by the Seller, the Seller shall be entitled to terminate the Contract by notice and the Customer shall be liable to pay for an amount the Seller considers reasonable in the circumstances to reflect the work undertaken up to the date of termination.

4. Delivery

4.1 The Seller shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Seller requires the Customer to return any packaging materials to the Seller, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the Seller's expense.

4.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”), and in accordance with any applicable Incoterm (2020) specified in the Order, at any time after the Seller notifies the Customer that the Goods are ready.

4.3 The Customer shall be responsible for obtaining and maintaining at its expense any necessary import or export licences, customs clearance, exchange control consent or other authorisations and permits whatsoever required in connection with the delivery, and its receipt, of the Goods. In the event that the Seller specifies an Incoterm (2020) on any Order, the provisions of such Incoterm shall prevail to the extent of any conflict between the provisions of such Incoterm and this Agreement.

4.4 Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.

4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to accept delivery or provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to accept delivery or provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7 The Seller shall be entitled to withhold delivery of the Goods if there are any overdue invoices issued by the Seller or any Group Company to the Customer and which the Customer has not paid in full. Any payment default by the Customer to the Seller or any Group Company shall constitute a material breach of every contract between the Customer and the Seller.

4.8 If the Customer fails to accept delivery of the Goods within five (5) Business Days of the Seller notifying the Customer that the Goods are ready for delivery, then, except where such failure or delay is caused by a Force Majeure Event or the Seller's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 17:00pm on the 5th Business Day after the day on which the Seller notified the Customer that the Goods were ready for delivery; and

(b) the Seller shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.9 If ten (10) Business Days after the day on which the Seller notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.10 If the Seller delivers up to and including: (a) 10% (where the Seller is any Group Company other than Infinity); or (b) 5% (where the Seller is Infinity), more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Seller shall make a pro rata adjustment to the invoice for the Goods.

4.11 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1 The Seller warrants that on delivery, the Goods shall:

(a) conform in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Seller within fourteen (14) days of delivery that some or all of the Goods do not comply with the warranty set out in 5.1;

(b) the Seller is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Customer's cost,

the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Failing to notify the Seller within such fourteen (14) days period as set out in clause 5.2(a) above, the Goods shall be deemed accepted by the Customer and to conform with the Contract, and the Customer shall have no right to raise any dispute or withhold payment in respect of such Goods.

5.3 The Seller shall not be liable for the Goods' failure to comply with the warranty set out in 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with 5.2;

(b) the defect arises because the Customer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Seller following any drawing, design, Artwork or specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Seller;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; and/or

(f) the Goods differ from their description or, if applicable, the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Seller shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by sections 13 and 14 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

5.7 If the Customer becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (“Recall Notice”) it must immediately notify the Seller in writing and provide the Seller with a copy of the Recall Notice.

5.8 Unless required by law, the Customer may only undertake a recall or withdrawal of the Goods from the market with the prior written permission of the Seller.

5.9 The Seller may issue a notice to recall or withdraw the Goods from the market (“Voluntary Recall Notice”) if:

(a) the supply or use of the Goods infringes, or may infringe, a third party's intellectual property rights;

(b) the Goods are, or may be, unsafe;

(c) the Goods are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;

(d) a defect in the Goods may cause harm to the Seller's reputation or brand; or

(e) if there is any other reasonable ground for such recall or withdrawal.

5.10 The Customer must:

(a) comply with any Recall Notice or Voluntary Recall Notice; and

(b) give such assistance as the Seller reasonably requires to recall or withdraw the Goods from the market, and comply with the Seller's instructions about the process of implementing that recall or withdrawal.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery, or if any Incoterm (2020) is specified in the Order, in accordance with such Incoterm.

6.2 Subject to clause 6.4, title to the Goods shall not pass to the Customer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Customer.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Seller's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Seller immediately if it becomes subject to any of the events listed in 13.2(b) to 13.2(d); and

(e) give the Seller such information as the Seller may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Customer resells the Goods before that time, title to the Goods shall pass from the Seller to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, the Seller may:

(a) by notice in writing, terminate the Customer's right under 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's current price list in force as at the date of the Order.

7.2 The Seller may, by giving notice to the Customer, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Seller's control (including foreign exchange fluctuations, increases in taxes and duties, increases in supply chain costs and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, the Specification (where applicable), and/or the Artwork (where applicable); or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate or accurate information or instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods (including any customs duties and other applicable taxes), which shall be invoiced to the Customer.

7.4 The Seller may publish suggested or recommended retail prices for the Goods. The Customer is, however, entirely free to resell at whatever price it considers appropriate.

8. Payment Terms

8.1 Unless the Seller requires pro forma (advance) payment by the Customer, the Seller may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.2 Subject to clause 8.3, the Customer shall pay each invoice submitted by the Seller:

(a) in accordance with any credit terms the Seller confirmed in writing to the Customer or, if no such credit terms are confirmed, within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Seller.

8.3 The Customer shall promptly provide such financial, credit or trading information as the Seller may reasonably request from time to time. It is acknowledged and agreed that the Seller may from time to time conduct credit assessments on the Customer and may, acting in its sole discretion and on written notice to the Customer, alter the Customer's terms of payment (including to pro forma (advance) payment), or require security or guarantees, following each such credit assessment.

8.4 Time for payment shall be of the essence of the Contract.

8.5 If the Customer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller's other rights or remedies, the Customer shall pay interest on the overdue sum from the due date until the date of payment of the overdue sum, whether before or after judgment. Interest under this 8.6 will accrue each day at 8% a year. In addition, and without prejudice to its other rights or remedies, the Seller shall be entitled to suspend the Customer’s account and any Orders which have not been delivered at the time of non-payment.

8.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Seller may set off any amount owed to it or any Group Company by the Customer against any amount owed to the Customer by the Seller or any Group Company.

8.7 Without prejudice to clause 5.2, it is the responsibility of the Customer to ensure all invoices received under the Contract are accurate and the Customer must notify the Seller of any inaccuracies in any invoice within fourteen (14) days of the date of such invoice. If the Customer fails to notify the Seller of any inaccuracies within such period, the relevant invoice shall be deemed to be accurate and accepted by the Customer in full, and the Customer shall have no right thereafter to dispute, challenge, withhold payment of, or make any claim in respect of such invoice.

9. Orders and Cancellation

9.1 The Customer agrees that the Seller shall be entitled to accept part only of any Order submitted to it by the Customer.

9.2 The Seller reserves the right to impose minimum order requirements (including, but not limited to, by unit quantity or by value) or standard carton quantities in respect of the Goods which will be communicated to the Customer from time to time. In the case of Goods which are so specified by the Seller as having a minimum order requirement or a standard carton quantity, the Seller reserves the rights to: (i) impose on the Customer a surcharge, which will be communicated to the Customer from time to time for any Orders which are below such minimum order requirements or do not comply with the standard carton quantities; and/or (ii) reject any Orders which are below such minimum order requirements or do not comply with the standard order quantities.

9.3 Once an Order has been placed by the Customer and accepted by the Seller, it cannot be cancelled or amended by the Customer without the prior written consent of the Seller. The Seller may at any time cancel or amend any accepted Order on written notice to the Customer.

10. Special Handling Services and Stockholding

10.1 Should the Customer require special handling services for the Goods, it shall promptly notify the Seller of such requirement.

10.2 If the Seller agrees (at the Seller’s absolute discretion) to provide a special handling service for the Goods, the special handling service shall be provided subject to additional terms and conditions which shall be issued by the Seller to the Customer and the Customer shall be charged a fee determined by the Seller depending on the Customer’s individual requirements. Such fee shall be added to the price of the Goods after any applicable discounts have been calculated.

10.3 The Customer may request that certain Goods are manufactured and/or held in stock (“Stock”), and the Seller may (at the Seller’s absolute discretion) agree or refuse such request.

10.4 Should the Seller agree to such request, the Seller will provide details to the Customer of all Stock at regular intervals and, unless agreed otherwise in writing, shall produce reports on “Slow-moving Stock” (Stock held for 2 months or more) at reasonably appropriate intervals (usually every 6 months). Unless agreed otherwise in writing, the Seller shall be entitled (notwithstanding clause 8.1) to invoice the Customer for all Slow-moving Stock held any time after 30 days from the date the Slow-moving Stock report was sent to the Customer, and the invoice shall be payable in accordance with clause 8.

10.5 Before, at or after the time of issuing the invoice the Seller shall provide the Customer with the opportunity to have the relevant Slow-moving Stock delivered to the Customer or disposed of within 60 days (at the Customer’s cost). If the Customer does not arrange for or accept delivery within that time-period, the Customer shall be deemed to have chosen to have the relevant Stock disposed of and the Supplier shall accordingly be entitled to destroy, or otherwise dispose of, the Stock without further liability to the Customer. The Customer shall remain liable for payment of all invoiced Stock and any reasonable disposal costs.

10.6 Notwithstanding clause 8.1, the Customer agrees that the Seller may at any time prior to delivery invoice for any Goods which the Customer requests that the Seller holds at its premises (where such Goods to be called off by the Customer at a later date), and such invoice will be paid for in full in accordance with clause 8.

11. Additional Customer Obligations

11.1 The Customer agrees to comply with the Seller’s retail, brand and online guidelines and instructions as notified by the Seller from time to time.

11.2 Where the Customer sells the Goods through physical retail premises, the Customer undertakes at all times to:

(a) store and display the Goods in a clean condition, in an attractive manner and by reference to the sports lifestyle category or the Seller’s 'concept' (such concept as communicated from time to time) to enable consumers of the Customer to compare and contrast the Goods with other appropriate products;

(b) apply clear product descriptions to the Goods; and

(c) ensure that the Customer’s store(s) selling the Goods is/are open during normal Business Hours and is/are at all times staffed by a reasonable number of personnel who are adequately trained in order to be able to inform consumers about the Goods, their functional features, advantages and benefits.

11.3 The Customer agrees to follow the Seller’s instructions in respect of the Goods including, but not limited to, compliance with any pre-order requirements or guidance issued by the Seller, the official retail launch dates of such Goods, use of such Goods prior to a retail launch, confidentiality requirements, and any other related embargo terms. In the event that the Customer breaches any such embargo related terms, without prejudice to any other rights or remedies the Seller may have, the Seller reserves the right to suspend and/or cancel any future Orders made by the Customer for any Goods.

11.4 The Customer shall not apply any logo and/or any other mark of any kind to the Goods without the Seller’s prior written approval. In relation to the traditional application of names and numbering to sporting club and federation licensed Goods, such approval shall not be required.

11.5 The Customer shall retain all samples of Goods provided to it by the Seller.

11.6 Where Marketing Materials are provided by the Seller to the Customer, the Customer shall:

(a) follow any instructions in respect of the Marketing Materials given to it by the Seller;

(b) use the Marketing Materials exclusively to display the Goods; and

(c) not remove, alter or cover any mark or logo of the Seller, display the logo of any third party or add to or remove any material part or parts of the Marketing Materials.

11.7 All Marketing Materials shall at all times remain the property of the Seller and the Customer shall upon termination of the Contract (howsoever caused) at the discretion of the Seller either destroy the Marketing Materials or return them to the Seller at the Customer’s own cost.

11.8 Where the Customer sells Goods via a catalogue, via a third party online marketplace and/or on its own internet site, clause 11.2 shall apply as if it related to the presentation and description of the Goods and other products in the Customer’s catalogue, via a third party online marketplace and/or on its own internet site, and references to suitably trained staff shall be read as references to call centre personnel or equivalent.

11.9 The Customer shall ensure that, where it intends to re-sell the Goods, any repackaging or re-labelling of the Goods:

(a) shall not affect the original condition of the Goods;

(b) clearly states the name of the Seller and who repackaged or relabelled the Goods; and

(c) shall not be defective or of poor quality,

and the Customer shall notify the Seller prior to placing the repackaged or relabelled Goods on sale and shall on demand provide the Seller with a specimen of the repackaged or relabelled Goods.

11.10 At all times during the Contract, the Customer shall not do or permit to be done anything which: (a) brings the Seller into public disrepute, contempt, scandal or ridicule; (b) offends public opinion; (c) may harm the sale of the Goods; or (d) reflects unfavourably on the reputation of the Seller or the Seller’s brands.

11.11 The Customer shall not ridicule, criticise, attack or otherwise denigrate: (a) the Seller or its distributors or licensees and/or its financial soundness, professionalism or reputation; (b) Supplier products; nor (c) the Seller brands.

11.12 Customers within the European Territory shall not sell any Goods outside the European Territory or sell any Goods within the European Territory where, to its knowledge, such Goods are intended for re-sale or distribution outside the European Territory.

11.13 In the event that a Customer within the European Territory re-sells Goods to a wholesale or retail account, the Customer shall include in their conditions of sale a provision that the Goods may not be sold outside of the European Territory and Goods shall not be sold within the European Territory where such Goods are intended for re-sale or distribution outside of the European Territory.

11.14 Customers outside of the European Territory shall not:

(a) sell any Goods outside of the territory agreed between the Seller and the Customer from time to time; and

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

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

(a) such Goods may not be sold outside of the territory agreed between the Seller and the Customer; and

such 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.

12. Limitation of Liability

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

12.3 Subject to clause 12.2, the Seller's total liability to the Customer shall not exceed the price of the Goods supplied under the Contract.

12.4 Subject to clause 12.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

12.5 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 The Seller may terminate this Contract at any time (in whole or in part) with immediate effect by giving written notice to the Customer.

13.2 Without limiting its other rights or remedies, the Seller may terminate this Contract (in whole or in part) with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

(e) the Customer breaches clause 11.10, clause 11.11 and/or the Compliance Standards.

13.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and the Seller if the Customer becomes subject to any of the events listed in 13.2(b) to 13.2(d), or the Seller reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on or before the due date for payment.

13.4 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on or before the due date for payment.

13.5 On termination of the Contract for any reason the Customer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Customer immediately on receipt.

13.6 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. Force Majeure

14.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations (other than any obligation to make payment) to the extent that such delay or failure is caused or contributed to by a Force Majeure Event and in such circumstances the time for performance of such obligations shall be extended accordingly.

14.2 If the period of delay or non-performance continues for three (3) months, the party not affected by the Force Majeure Event may terminate the Contract by giving thirty (30) days' written notice to the affected party.

15. Compliance

15.1 The Customer shall comply (and shall ensure that its owners, directors, staff and subcontractors comply) with all applicable laws and regulations relating to:

(a) anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (BA 2010) and shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;

(b) anti-slavery and human trafficking (including the Modern Slavery Act 2015) and shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

(c) evasion facilitation (including the Criminal Finances Act 2017) and shall maintain in place throughout the term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the party) and to ensure compliance with this clause; and

(d) trade sanctions, export control laws and restricted party regulations, together the (“Compliance Standards”).

15.2 Breach of this clause 15 shall be deemed an irremediable material breach of this Contract.

16. General

16.1 Assignment and other dealings:

(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.

16.2 Confidentiality:

(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by 16.2(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 16.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

(d) The Customer shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, or the relationship between the parties, without the prior written consent of the Seller, except as required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 Entire agreement:

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.4 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties authorised representatives.

16.5 Interpretation: References in these Conditions to the word "including" are to be construed without limitation. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. If these Conditions are additionally signed in, or is translated into, any language other than English, the English language version shall prevail.

16.6 Waiver:

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance:

(a) If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable in any jurisdiction, that provision or part-provision shall be deemed modified to the minimum extent necessary to render it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of this Contract, nor shall it affect the validity and enforceability of that provision in any other jurisdiction.

(b) Where a provision or part-provision is or becomes illegal, invalid or unenforceable due to the laws of the jurisdiction in which the Customer is based or trading and, as such, is deemed deleted or modified under this clause, the parties shall, at the Seller’s request, negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the same commercial, economic and risk-allocation effect as the original provision, consistent with the applicable local law.

(c) The Customer agrees that the fact a provision is found to be invalid or unenforceable in the Customer’s jurisdiction shall not, by itself, affect the enforceability of that provision in any other territory or the enforceability of the remainder of this Contract.

16.8 Notices:

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address; or

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.9 Electronic communications:

(a) The Customer acknowledges and agrees that Orders, order confirmations, invoices, statements, notices and other communications may be issued or delivered electronically (including by email, electronic ordering platform or hyperlink) and shall have the same legal effect as if provided in hard copy form.

16.10 Third party rights:

(a) The Contract does not give rise to any rights (including under the Contracts (Rights of Third Parties) Act 1999) of any third party (which is not a party to the Contract) to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.11 Governing law and jurisdiction: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Nothing in this clause limits the right of the Seller from bringing proceedings against the Customer relating to the Contract in any other court of competent jurisdiction, whether concurrently or not.