Terms & Conditions of Purchase

1. INTERPRETATION

1.1 Definitions:

Alsico: Alsico Laucuba Ltd of Pittman Way, Fulwood, Preston, Lancs, PR2 9ZD (registered in England and Wales with company number 06224973).

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 08:15 to 16:30 on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.5.

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

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

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, the departure of the United Kingdom from the European Union or default of suppliers or subcontractors.

Goods: the goods (or any part of them) set out in the Order.

Intellectual property Rights: any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or any other form acceptable to Alsico from time to time.

Promotional Material(s): any catalogues, brochures, product information sheets or other marketing materials created by Alsico for the purposes of marketing or promoting the Goods.

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

Warranty Period: has the meaning given in clause 5.1

1.2 Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

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 in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when Alsico either:

(a) issues a written acceptance of the Order, at which point the Contract shall come into existence; or

(b) impliedly accepts the Order by commencing performance or the delivery of the Goods, in whole or in part

at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, designs, illustrations or advertising produced by Alsico and any illustrations or content contained in Alsico’s catalogues, brochures or Promotional Materials 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. All Intellectual Property Rights in the promotional material shall remain the property of Alsico. The Customer shall not acquire any Intellectual Property Rights, in any trademarks, logos or brand names of Alsico.

2.6 A quotation for the Goods given by Alsico shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3. GOODS

3.1 The Goods are described in Alsico's catalogue as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Alsico 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 Alsico in connection with any claim made against Alsico for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Alsico's use of the Specification. This clause 3.2 shall survive termination of the Contract.

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

3.4 The Customer shall be wholly responsible for determining whether the Goods are fit for purpose where they are to be used for a particular or special purpose and whether they are to be used for a particular or special purpose and the Customer agrees, and acknowledges and accepts that Alsico is a supplier of the Goods only and nothing is to be taken as a warranty, representation or otherwise that Alsico has provided any design advice upon which the Customer is entitled to place any reliance.

4. DELIVERY

4.1 Alsico shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Alsico reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).

4.2 Alsico shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).

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

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Alsico 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 provide Alsico with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If Alsico fails to deliver the Goods, its liability shall be limited to a refund of any monies paid in respect of the undelivered Goods.. Alsico 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 provide Alsico with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If Alsico notifies the customer that the Goods are ready for delivery and the Customer fails to accept delivery of the Goods within 20 Business Days of Alsico notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Alsico's failure to comply with its obligations under the Contract in respect of the Goods. Alsico shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.7 If 15 Business Days after the day referred to in clause 4.6 (being the date 20 Business Days following the date on which Alsico notified the Customer that the Goods were ready for delivery) the Customer has not taken actual delivery of them, Alsico may resell or otherwise dispose of part or all of the Goods.

4.8 If Alsico delivers up to and including 5.0% 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, Alsico shall make a pro rata adjustment to the invoice for the Goods.

4.9 Alsico 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

Warranty

5.1 Alsico warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:

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

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

(d) be fit for any purpose held out by Alsico.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Alsico during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

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

Alsico shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

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

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

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

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

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

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

Goods which have been worn, customised, made to order, have been embroidered or which are not from Alsico’s standard stock cannot be returned unless they are defective.

Returns Policy

5.4 The Customer must return any Goods within 30 days of receiving them unless otherwise agreed by providing the following information to Alsico’s customer experience team at sales@alsico.co.uk / 01772 662500:

(a) Customer account number / Sales order number / Purchase order number;

(b) Product name of garments you which to return;

(d) Details of replacement garments in terms of size and fit;

5.5 On receipt of the above information Alsico will provide a barcoded return note, this will be emailed to the address provided by the Customer whereupon the Customer must pack the Goods for return into the original packaging that the Order arrived in ensuring the barcoded returns note is enclosed and post to Alsico Returns Department, Pittman Way, Fulwood, Preston, PR2 9ZD. Without this barcoded document Alsico will not process the return for a refund or a credit (where applicable). Any postage costs incurred by the Customer will not be refunded unless Alsico agrees in writing that the Goods are faulty or Alsico has supplied incorrect items.

5.6 Once Alsico has received any returned Goods and Alsico agrees a refund or credit is due / replacement is needed then it will arrange any applicable refund or credit and despatch the exchanged Goods accordingly.

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

5.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.9 These Conditions shall apply to any repaired or replacement Goods supplied by Alsico.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the later of:

(a) Alsico receives payment in full (cleared funds) for the Goods; or

(b) Completion of Delivery.

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 Alsico'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 Alsico immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and

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

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 At any time before title to the Goods passes to the Customer, Alsico may:

(a) by notice in writing, terminate the Customer's right under clause 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 AND PAYMENT

7.1 The price of the Goods shall be:

(a) Alsico's standard price list in force at the date of delivery; or

(b) such other price as agreed in writing between Alsico and the Customer; or

7.2 Alsico may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond Alsico’s control (including foreign exchange fluctuations, increases in taxes and duties, 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, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Alsico 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 Alsico 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, which shall be invoiced to the Customer.

7.4 Alsico may invoice the Customer for the Goods on or at any time after the completion of dispatch.

7.5 Should the Customer have any queries with regards to the delivery of the order referred to on the invoice and require proof of delivery, this request should be submitted in writing to Alsico within 30 days of receipt of the invoice to enable recovery of the proof of delivery. Should the proof of delivery request not be submitted within this timescale, the invoice will become due and payable within the relevant credit terms applicable.

7.6 The Customer shall pay each invoice submitted by Alsico:

(a) within 30 days of the date of the invoice unless otherwise agreed in writing; and

(b) in full and in cleared funds to a bank account nominated in writing by Alsico, and

7.7 If the Customer fails to make a payment due to Alsico under the Contract by the due date, then, without limiting Alsico’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.8 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).

8. LIMITATION OF LIABILITY

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

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

8.3 Subject to clause 8.2, Alsico's total liability to the Customer shall not exceed £1000.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

8.5 This clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, Alsico may terminate this Contract 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 30 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; or

(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.

9.2 Without limiting its other rights or remedies, Alsico may suspend provision of the Goods under the Contract or any other contract between the Customer and Alsico if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or Alsico 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 the due date for payment.

9.3 Without limiting its other rights or remedies, Alsico 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 the due date for payment.

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

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

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

10. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

11. GENERAL

11.1 Alsico 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.

11.2 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 Alsico.

11.3 Each party:

(a) undertakes that it shall not at any time during the Contract and for a period of 2 years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by 11.3(b);

(b) 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 clause 11.3; 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.

11.4 The Contract constitutes the entire agreement between the parties and 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.

11.5 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Except as set out in clause 2.4, 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 and 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.

11.7 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.8 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9 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 and 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.