TERMS AND CONDITIONS OF SALE

1. In these conditions:

“The Company” means Indigo Clothing Ltd.

“The Customer” means the person, form or company whose order is accepted by the Company.

“The Goods” means the goods which the Company is to supply in accordance with these conditions of sale.

2. These conditions of sale apply to all sales made by “The Company”.

Any other conditions of sale or conditions of purchase or conditions of contract shall not apply unless specifically agreed to by all the Directors of the Company.

3. Orders placed by the Customer as a result of verbal or written offers or quotations or proforma invoices will not be considered binding unless the order is accepted by the Company.

4. Whilst dispatch or collection or delivery lead times may be indicated to the Customer in good faith at the time of enquiry, goods offered are subject to actual availability at the time of order processing and the Company accepts no responsibility for any delay in supply whatever the reasons.

5. Payment is due to the Company immediately upon presentation of the invoice to the Customer.

6. If full payment of any invoice has not been received by the Company within 28 days of the date of invoice then from the 29th day following the date of invoice interest will accrue to the Company upon the unpaid balance of the invoice at the rate of 2% per calendar month and the interest calculation in the following calendar month will be made upon the total balance outstanding at the beginning of the month. If the Company proceeds to recover the payment through the Courts or otherwise the Customer will be responsible for the debt, the interest, administrative, legal and/or other costs incurred in the recovery of the debt.

7. RETENTION OF TITLE

Notwithstanding delivery of the Goods property in the Goods shall not pass from the Company to the Customer until the Customer has paid:

7.1.1. all sums due to the Company under this contract and

7.1.2. all other sums owed by the Customer to the Company under any other contract or otherwise.

7.2 Until such time as property in the goods passes to the Customer, he/it will:

7.2.1. retain possession of the Goods as bailee and fiduciary agent for the Company and keep them separate from other goods and clearly identified as the property of the Company.

7.2.2 if so requested by the Company at the Customer’s expense, immediately redeliver the Company or to the Company’s order such of the goods that have not been sold by the Customer pursuant to clause

7.3 of these conditions. If the Customer fails to redeliver the Goods the Company may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of a request under this clause the rights of the Customer pursuant to clause 7.3 shall cease.

7.3 Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer shall be entitled to use or sell the Goods in the ordinary course of business and in exercising this right the customer shall:

7.3.1 act as agent for the Company to sell the Goods (or any part of them) shall cease immediately prior to the Customer:

7.3.2. incorporate into the contract(s) of sale with its Customer a statement to the effect that the Goods or the part thereof being resold are the property of the Company and shall remain so until the requirements of clause 7.1 of these conditions are met by the customer.

7.3.3 not incorporate into the contract(s) of sale with its Customer any clause inconsistent with the terms of these conditions.

7.3.4. not sell at an undervalue

7.3.5. keep full and proper records of all sales and the proceeds thereof and permit the Company, its servants, agents or assigns to inspect and/or have copies of the same upon request.

7.3.6. not allow its Customer any period of credit for payment for goods and shall insist upon payment upon presentation of the Customer’s invoice. The Customer shall pay the proceeds of sale to the Company

immediately upon receipt of the monies from the Customer’s customer and in the event that the Customer retains any money then the Customer shall hold any money proceeds of such sale(s) on trust for the Company and in a separate and clearly identifiable fund and shall identify the monies as monies belonging to the Company. The Customer shall not mix the proceeds of sale with any other money nor pay it into any overdrawn bank account

7.3.7. hold any non-money proceeds of such sale(s) on trust for the Company and keep tangible proceeds stored separately and identified as the Company’s property and fully protected and insured against any loss and shall account for such proceeds to the Company.

7.4 The right to sell the Goods referred to in Clause 7.3 of these conditions the customer shall:

7.4.1. becoming bankrupt or, if a firm, being dissolved, or (if a Limited Company) going into liquidation, administration or receivership, or entering into any arrangement or composition with its creditors or

7.4.2. having any judgment entered against him/it or having distress or execution leveled against him/it goods, or

7.4.3. purporting to deal with any of the goods in any manner inconsistent

with the Company’s ownership thereof.

7.5 Until such time as property in the Goods passes to the Customer the Customer shall

7.5.1. have or effect suitable insurance covering the full value of the Goods.

7.5.2. in the event of any loss of or damage to the Goods or any part of them make a claim under the policy of insurance and hold any proceeds of such claim on trust for the Company and in a separate and clearly identifiable fund and shall account for such proceeds to the Company on demand.

7.6 The customer will indemnify the Company fully in respect of any costs, charges, fees or expenses incurred by the Company in connection with any steps taken by the Company to recover possession of any goods or monies pursuant to its rights hereunder

7.7 For the avoidance of any doubt it is hereby agreed and declared that it is not the intention of the parties that the foregoing provisions should operate to create a charge of any kind in favor of the Company over any asset(s) of the Customer.

7.8 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Company.

8. Full risk in the goods passes to the customer immediately the Goods are delivered to the destination nominated by the customer.

9. The Company shall not in any circumstances accept liability for any damages, compensation, losses or other liabilities either direct or consequential.