Halbro

HALBRO SPORTSWEAR LTD

CONDITIONS OF SALE

DEFINITIONS

IN these Conditions the following expressions shall have the following meanings:

"the Company" means Halbro Sportswear Limited of Chorley New Road Horwich Bolton Lancashire and also where the context so permits its assigns and any sub‑contractor for the said Company.

"Goods" means the articles or things or any of them described in the Contract.

"the Buyer" means the person firm or Company with whom the Contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm
or Company.

"Company's Premises" means the Company's works at Chorley New Road Horwich Bolton Lancashire.

"the Contract" means the contract between the Buyer and the Company for the sale and purchase of the Goods,
consisting of the Company quotation for the sale or supply of the Goods and any documents referred to therein, these Conditions of Sale, the Buyer's order for the Goods (but excluding the buyer's terms of business if included in the
order) and the Company's acknowledgement thereof.

GENERAL

These Conditions shall be deemed to be incorporated in the Contract and in all contracts of the Company to sell Goods
and in the case of any inconsistency with any order letter or form of contract sent by the Buyer and the Company or
any other communication between the Buyer and the Company whatever may be their respective dates the provisions
of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company.
Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

ORDERS

NOTWITHSTANDING that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been accepted in writing by the Company.

If the Buyer is a new customer the Contract is conditional at the Company's option upon the Buyer providing the
Company with two satisfactory trade references and an account of the Buyer with the Company being approved and opened. The Company reserves the right to refuse to supply goods in accordance with an order made by the Buyer notwithstanding that such order has previously been accepted by the Company until such conditions have been fulfilled
to the satisfaction of the Company.

PRICES

Subject to condition 4(2), the price payable for Goods shall unless otherwise agreed by the Company in writing be the
list price of the Company current at the date of despatch which shall supersede all prices for similar goods in previous
price lists and in the case of an order for delivery by instalments the price payable for each instalment shall be the list
price of the Company current at the date of despatch of such instalment.

Unless otherwise expressly stated, by the Company, to be firm for a period, the price payable for Goods is subject to variation by the Company without notice and the price payable by the Buyer will be those ruling at the date of despatch.

All prices are exclusive of Value Added Tax and this will be charged by the Company and payable by the Buyer at the appropriate rate.

ADDITIONAL COSTS

THE Buyer shall indemnify the Company in respect of any loss, or cost, or expense, incurred by the Company as a
result, directly, or indirectly, of the Buyer's instructions or lack of instructions or failure or delay in taking delivery or
any cancellation by the Buyer of Goods ordered by the Buyer or through any act or default on the part of the Buyer its servants agents or employees

TERMS OF PAYMENTS

UNLESS otherwise agreed by the Company in writing payments shall be due in cash not later than the end of the
month next following the month of the date of the invoice save that

(a)

payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 14 hereof and

(b)

payment of an order accepted by the Company prior to an account for the Buyer with the Company having been
approved and opened is due forthwith upon delivery of the Goods, and

(c)

In the event that payment is made by the Buyer on or before the twentieth day of the month next following the month
of the date of an invoice the Buyer shall be entitled to deduct from the amount payable under the particular invoice a
sum equivalent to 2.50% of the amount exclusive of VAT stated to be payable in such invoice

If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when
delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been
made notwithstanding non‑delivery of other instalments or other default on the part of the Company

If upon the terms applicable to the Contract the price shall be payable by instalments or if the Buyer has agreed to
take specified quantities of Goods at specified times a default by the Buyer in the payment of any due instalment or
the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the
balance of the price to become due forthwith

The price of the Goods shall be due in full to the Company in accordance with the terms of the Contract and the Buyer
shall not be entitled to exercise any set‑off lien or any other similar right or claim

The time of payment shall be of the essence of the Contract

Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the then
Current Base Rate of The Royal Bank of Scotland PLC on overdue payments of the price of the Goods or the price
of any instalments therof and in the event that any overdue payment is passed by the Company to a third party for collection the Company is entitled to charge a further 5% on such overdue payment in addition to any other interest accrued or accruing and to any legal charges payable

DELIVERY

THE period for delivery shall be the period within which the Goods are intended to be despatched from the Company's Premises and shall be calculated from the time of the receipt by the Company of the Buyer's order or from the receipt
of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period

All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of
the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any
liability for any delay beyond the Company's control

Where the Goods are handed to a carrier for carriage to any Buyer or to United Kingdom port for export any such
carrier shall be deemed to be an agent of the Company and not of the Buyer for the purposes of sections 44, 45 and
46 of the Sale of Goods Act 1979.

The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company

No liability for shortage or non‑delivery loss of or damage to the Goods occurring prior to delivery or for any claim that
the Goods, defective or otherwise, are not in accordance with the Contract (being a defect or non‑compliance obvious
upon a reasonable inspection of the Goods) will attach to the Company unless claims to that effect are notified in writing
by the Buyer to the Company (and in the case of claims for shortage non‑delivery loss or damage with a copy to the carrier if the carrier if the Company's own vehicles have not been used to deliver the Goods).
a) within seven days of delivery for defect, loss, damage or non compliance with the Contract or,
b) within ten days of the date of the invoice for shortage or non delivery.

In the event of a valid claim for shortage non‑delivery loss damage defect or non‑compliance with the Contract the Company undertakes at its option either to reprocess or replace the items concerned at its expense but shall not be
under any further or other liability in connection with such non‑delivery loss damage or non‑compliance

If the Buyer shall fail to give notice in accordance with condition 7(5) above the Goods shall be deemed to be in all
respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of shortage, non‑delivery, loss, damage, defect or non‑compliance shall (subject to condition 13) thereafter be wholly barred.

If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store the Goods at the Buyer's risk
and take all reasonable steps to safeguard and insure them at the Buyer's cost, provided that the Buyer shall be immediately informed thereof

The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this
right

RETURNS

GOODS supplied in accordance with the Contract cannot be returned without the Company's prior written authorisation. Duly authorised returns shall be sent to the Company's Premises at the Buyer's expense.

CARRIAGE

Unless otherwise agreed by the Company in writing, the Contract price shall be exclusive of all costs of carriage and insurance ex the Company's Premises, and all such costs may be charged to the Buyer.

In case of export orders the Buyer shall be responsible for the payment of all carriage and insurance and shall
indemnify the Company against all costs liabilities and expenses incurred by the Company in respect of such carriage
and insurance

RESALE OF GOODS

10.

The Goods are sold by the Company to the Buyer on the express condition that the Buyer shall not sell or supply the
Goods to any person firm or corporation whatsoever for resale by such person firm or corporation

PASSING OF TITLE AND RISK

11.

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

The Buyer may only resell the Goods to the Buyer's customers in the ordinary course of the Buyer's business as
fiduciary and trustee for the Company. In the event of any resale by the Buyer of the Goods the beneficial entitlement
of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim
thereof 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 Buyer who will stand in a strictly fiduciary capacity in respect thereof 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.

Without prejudice to the equitable rules as to tracing, in the event of failure to pay the price in accordance with the
Contract (and in particular in accordance with condition 6 herein) the Company shall have power to resell or otherwise dispose of 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 Buyer to remove the Goods. In the event of
dispute, the Buyer shall be deemed not to have paid the Company for the Goods in the possession of the Buyer unless
the Buyer can prove that payment for such Goods had been received by the Company

Pending payment of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident fire theft and other risks usually covered by insurance for goods of this
nature in an amount at least equal to the balance of the price for the same from time to time remaining outstanding.
The policy shall bear an endorsement recording the Company's interest.

CONDITIONS AND WARRANTIES

12.

THE Contract shall not constitute a sale by description or sample

Any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purpose
(even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly negatived

DEFECTIVE GOODS

13.

IN substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes
in the case of Goods manufactured by the Company that if within three months of delivery of the Goods a serious
defect in materials or workmanship appears in them (being a defect which would not be obvious on reasonable
inspection of them) it will at its own discretion either credit to the Buyer in full the price paid by the Buyer to the
Company for them or repair them or supply a replacement of the Goods free of charge at the place of delivery
specified by the Buyer for the original Goods provided that in any case they have been accepted and paid for.

In the case of Goods not manufactured by the Company the Company will pass on to the Buyer to the extent that it
is able any benefits obtainable under any warranty given by the Company's supplier provided that the Goods have
been accepted and paid for

In order to exercise its rights under this condition the Buyer shall inform the Company within seven days of the date
when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods
carriage paid to the Company's premises

Nothing herein shall impose liability upon the Company in respect of any defect in the Goods arising out of the acts omissions negligence or default of the Buyer its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods

Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation
of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof

The Company shall not be liable for any costs, claims, damages 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, or by reference to accrual of such costs, claims, damages or expenses on
a time basis.

Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute

BUYER'S SPECIFICATION

14.

The Company shall not be liable for imperfect work caused by any inaccuracies in any drawing, bill of quantities or specification supplied by the Buyer.

CONSEQUENTIAL LOSS

15.

The Company shall not be liable for any costs, claims, damages 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 or by reference to accrual of such costs, claims, damages or expenses on
a time basis.

INTELLECTUAL PROPERTY

16.

The Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the
Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged
infringement of patents, trade marks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the Goods if made to the specification or special requirements of the Buyer.

DEFAULT OR INSOLVENCY OF BUYER

17.

If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied
on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a Company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver of the
whole or any part of such company's undertaking property or assets shall be appointed or if in the opinion of the
Company serious reason for doubts arise as to the Buyer's solvency, the Company in its discretion and without prejudice
to any other right or claim may (without prejudice to the Company's right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries of Goods until any defaults by the Buyer be remedied

LIMITATION OF LIABILITY

18.

The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise)
to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods

REPRESENTATIONS

19.

No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be
construed to enlarge vary or override in any way any of these conditions

FORCE MAJEURE

20.

The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes lock‑outs accidents war fire reduction
in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply

CANCELLATION

21.

Save as provided in conditions 14 and 17 hereof the contract may not be cancelled except by agreement in writing of
both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation

SUB‑CONTRACTING

22.

The Company may assign the Contract with the Buyer or sub‑contract the whole or any part thereof to any person firm
or Company

HEADINGS

23.

The headings in these conditions are intended for reference only and shall not affect their construction

PROPER LAW

24.

The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and
the Buyer and the Company agree to submit to the non‑exclusive jurisdiction of the English Courts

NOTICES

25.

Any notice hereunder from the Company may be delivered by hand or sent by letter, telex or facsimile to the Buyer to which invoices are sent by the Company and shall be deemed to have been received: on delivery if delivered by hand,
or 48 hours after despatch if sent by letter, or upon transmission if sent by telex or facsimile. In proving service it shall
be sufficient to prove delivery or despatch.

Terms & Conditions

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