ORDERS

Each Order for Goods by you shall be treated as an offer to buy from Dunlop International Europe Limited referred to as Supplier, Us, Our, or We subject to and in accordance with the terms and conditions in this agreement. Acceptance of an Order (as defined below) or delivery. which ever is the earlier. shall be deemed to be conclusive evidence of your acceptance of the term s of this agreement. No Order placed by you shall be binding on Us until accepted in writing. We are under no obligation to accept Orders.

GOODS

The description and specification of the Goods shall be, if sample goods are provided, by reference to those samples, otherwise the description and specification shall materially correspond to descriptions or specification s in our catalogue s. You shall accept minor variations to the specification of the Goods provided that the variations do not adversely affect the quality of the Goods or the purpose for which they are ordinarily supplied.

PRICES

The price and quantity of the Goods shall be set out in the purchase order (or where no price is stated, our list price current at the date of the Order (a copy of the current list price is avail able on request). Prices are exclusive of VAT or any other duty, tax, tariff for charge (including delivery charges) arising in the UK or elsewhere . Prices may increase prior to delivery but We shall notify you of any such increase and seek your consent to either pay a higher price for the ordered goods or cancel the Order.

PAYMENT

Invoices shall be payable in the currency quoted. Invoices shall be due for payment 30 days following the date of invoice. A 2% early settlement discount will be applied to the value of the invoiced amount if we receive the invoiced amount in cleared funds with in 10 days of the date of your invoice.

Alternatively a 3% discount will be applied to the value of the invoiced amount if you opt to pay by Direct Deb it and payment for the invoiced amount is received in cleared funds by or before the 20th day of the month following the month of invoice. Such 3% early settlement discount shall only apply to credit accounts.

If we don't receive payment on time, We shaII be entitled to:

A) charge interest on the amount unpaid on a day to day basis at the rate of three per cent (3%) per month or at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 (whichever Is the greater) from the due date until payment is made in full whether before or after any judgment;

B) cancel or suspend pending or future Orders;

C) suspend deliveries;

D) use any payment made by you for the Goods or any other goods supplied by Us to pay older debts due to Us firs t or We may thin can fit;

E) demand you deliver to Us any unsold Goods previously supplied, and withdraw the right to credit terms or any settlement discounts.

Our rights are without prejudice to any other right or remedy available to Us, and shall override and take precedence over any previous agreement or arrangement to the contrary which will be suspended, or at Our option, cancelled.

If We have reasonable doubts concerning your ability to pay We may vary these payment terms to require payment in advance of delivery.

You shall not be entitled to delay or withhold and claim any set-off against any payment due either in respect of any claim or complaint you may have in respect of the goods or for any other reason whatsoever unless We agree to such delay, withholding or set-off in writing.

DELIVERY

Unless otherwise specifically stated the following delivery charges shall apply:

• Orders between £0 and £150 exclusive of VAT will be charged a small order deli very charge of £10.
• Orders over £150 exclusive of VAT are quoted carriage paid within mainland England, Scotland or Wales, except for those items which weigh over 30 kilograms which shall be subject to an additional delivery charge.

TRADE PRICE LIST

Orders for de livery in Ireland will be charged carriage at cost agree d in the Or der plus VAT except for those items which weigh over 30 kilograms which shall be subject to an additional delivery charge.

You shall notify Us of any short deli very or damage in transit in writing not later than 5 working days from receipt of the Goods after which you shall be deemed to have accepted the Goo ds We shall insure and be responsible for the Goods until We deliver the Goods to you. Once delivered you shall insure and be responsible for the Goods.

Any dates for delivery stated on the Or der are approximate only and may not be made of the essence by notice. If no dates are specified delivery will be within a reasonable time If a deli very delay exceeds ninety (90) days We or you may cancel your Or der on written notice without liability.

4 We shall be entitled to make delivery by installments and invoice you for each delivery as made.

WARRANTY

Any defective goods claims must be notified to us in writing or by electronic means of communication and at our request made available for inspection and returned with details of the alleged defect to us immediately. See returns procedure.

We shall not be li able for a breach of warranty if any defect arises from fair w ear and tear. inappropriate storage by you.

Willful damage, negligence. misuse, alteration or repair of the Goods. or failure to follow Our instructions.

Our liability shall be limited to:

• Refund of the price paid in respect of the goods in question
• Repair of the Goods

RESERVATION OF TITLE

Title to the Goods shall not pass to you until We have received payment in full (in cash or cleared funds) for the Goo ds and any other goods or services that We have supplied to you in respect of which payment has become due.

Until title to the Goods has passed to you, you shall:

• Hold the Goods on a fiduciary basis as Our bailee;
• Store the Goods separately from all other goods held by you so;
• Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery, and notify Us immediately if you become subject to any of the events listed in clause 7.6;
• You shall give Us such inform at ion relating to the Goods as We may require tram time to time;
• You may resell or use the Goods in the ordinary course of business.

7.5  If you become subject to any of the events listed in clause 7.6, or We reasonably believe that any such event is about to and or require you to deliver up the Goods or enter any premises where the Goods are stored in Order to recover them.

7.6  For the purposes of clause 7.2 (el. the relevant events are:

[a] You suspend, or threaten to suspend. payment of its debts. or are unable to pay your debts as they fall due or admits inability to pay your debts, or [being a company] are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or [being an individual ) is deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case. within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

[b) you commence negotiations with all or any class of its creditors with a view to rescheduli ng any of your debts. or make a proposal for or enter into any compromise or arrangement with your creditors other than [w here you are a com pany) where these events take place for the sol e purpose of a sc heme fo r a solvent ama lgam ation with one or more other compan ies or the solvent reconstruc ti on ,

lei (being a company! a petition is fil ed. a notice is given . a resol ution is passed, or an Or der is made, for or in connecbon wi th !M e winding up, other than for the sole purpose of a scheme for a solven t ama lgamation with one or more other companies or the solvent reconstruction;

(d ] (being an individual ] you are the subject of a bankruptcy petition or Order;

(el  a creditor or encumbrancer attaches or takes possession of. or a distress. execution. sequestration or other such process is levied or enforced on or sued against. the whole or any part of its asse ts an d such attachment or process is not dischar ged within 14 days;

(f ] (being a company] an appli cation is made to court . or

an Order is made, for the appo intment of an admini stra tor or if a notice of intention to appo int an ad ministra tor is given or if an admin istrat or is ap pointed;

(gl (being a company ] a floa ting charge holder over your assets has become entitled to appoin t or has appo int ed an administrat ive receiver ;

(f ] a person becomes entitled to appoint a r eceiver over your assets or a r eceiver is appointed over your assets;

(gl any even t occurs. or proceeding is taken. with respect

to you in any jurisdiction to which it is subject that has an effect equivalent or s1m1l ar to any of these events;

(h ] you suspend. threaten to suspend, cease or threaten to cease to carry on al l or substant ially the whole of your business;

(ii  your financial posi tion deterior ates to such an extent tha t in our opinion your capabili ty to adequately full fil your obli gations under this agreement has been placed in jeopardy; and

(j] (bei ng an individual ] you die or. by reason of ill ness or incapacity (w hether men tal or physical). are incapable of managing your own af fair s or become a patient under any mental health legisl ation.

INTELLECTUAL PROPERTY RIGHTS

You will not do or authorise any third party to do. any act which

,nay damage or be inconsistent with any trade mar ks or other intellectual property rights or any assoc iated goodwill used by Us in rela tion to the Goo ds. Part icular ly, you will not. nor author ise any

third part y to. cover. obscure or in any way al ter. or remove or add to any distinc tive mar k form ing par t of or impressed or af fixed to the Goods received from Us. or add any othe r mark s to the Goods.

LIABILITY & LIMITATION

• Noth ing in this agreement shall limit or excl u de the our liabili ty for:

(a] death or per sonal injury caused by our negligence. or

the negli gence of our employees. age nts or subcontr actors (as applicable];

(bl fr aud or fr audu len t misrepresentation:

(cl any matter in respect of which it would be unlawful for the Supplie r to excl ude or restri c t li abili ty.

• 2 Subject to clause 9.1:

(a] We shall unde r no cir cumstances whatever be liable

to you. whether in contract. tor t (in cluding negligence). breach of statutory duty. or otherwise. for any l oss of profi t. or any ind irect or consequential loss aris ing under or in connection with this agreement or any Or der ; and

(bl Our total liabil ity to you whether in con trac t. tort

(i nclu ding negligence ]. breach of statuto ry duty, or otherw ise. shall in no circumstances exceed the pr ice of the Goods quoted on the Order in respect of which liabili ty is all eged.

DISTRIBUTION

You accept that unless otherwise ag reed. Goods purchased in any country which is within the European Econom ic Area may only be re- sold within the European Economic Area (as constituted from time to time ] and that Go ods purchased in any country which is outside the European Econo mic Ar ea ma y only be re-so ld outside the European Economic Area (as constituted from time to time].

This fact must also be made clearly known in wri ting by you to any subsequent (non- cons umer ] purchaser of the Goods and you must incorpor ate a similar statement to this requiring them to bind their sub- purchasers in the same terms. For the avoidance of doubt you may offer the products for sale via the in ternet to consumers.

• Force majeure

Neither party shal l be liable for any failure or delay in perform ing it s obligat ions to the exten t that such fail ure or delay is caused by

a Force Majeure Even t. A Force Majeure Event means any event beyond a party' s reasonable cont rol. which by i ts nature could not have been foreseen . or. i f it could have been foreseen. was

unavoidab le. including strikes. lock- outs or other industr ial disputes (whether involving its own workfo rce or a third part·y sl. failure of energy sources or transpor t network, acts of God , war. terror ism. riot. civil commotion. interfer ence by civil or military autho rit ies. national or interna tional ca lamity. ar m ed confli ct. malicious damage. breakdown of plant or machinery, nuclear. chem ical

or biologica l contam ina tion. sonic boom. explosions. collap se of buil ding structures. fir es. floods . stor ms. earthq uakes. loss at sea. epide mics or similar events. natura l disasters or extreme adverse weather co nditions. or default of suppliers or subcontractors.

ASSIGNMENT & SUBCONTRACTING

We may at any time ass ign, transfer. cha rge, subcontract or deal in any other manner with all or any of i ts righ ts or obliga tions under this agreement or any re la ted Or der. You may not assign. tran sfer. cha rg e, subcontract or deal in any other manner with all or any of your rights or obligations under this agreement or any related Or der without Our pr ior wri tten consent.

NOTICES

• Any not ice or other communication given to a party under or in connecti on with this agreement shall be in writ ing.

or its principal place of business (in any other case] or such

othe r add ress as that party may have specifie d to the ot her party in wri ing in accordance with this clause. and shall be delivered personally. sent by pre- paid first class post. recorded deli very. comme rcial courier. fax or e- mail.

• A no tice or other communica tion shall be deemed to have been received, if delivered personall y; ii sent by pre-paid fir st class post or recor ded delivery. at 9.00 am on the Business Oay after posting; if delivered by commercial courier. on the date and at the time that the courier's deli very receipt is signed; or. if sent by by fax or e- mai l. one Business Oay afte r tra nsm ission.
• The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
• Severance .
• 1 If any court or competen t au thori ty finds that any provision of this agreement (or par t of any provision] is inval id. illegal or unenfo rceable. that provision or part -p rovision shall. to

the extent required. be deemed to be deleted. and the validity and enforceability of the other provisions of this agreement shall not be aff ected.

• 2 If any invalid. unenforceable or ill egal provision of th is

agreement woul d be valid. enforceab le and legal i f some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal. vali d and enforceab le.

WAIVER

• 1 A waiver of any right or remedy under this agreement is only eff ective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No fail ure or delay by a party to exercise any r ight or remedy provided under this

ag reement or by law shall constitute a waiver of tha t or any othe r righ t or remedy.nor shall it preclude or restrict the fu rt h er exercise of that or any other right or remedy. No single or part ial exercise of such right or remedy shall

prec lude or restrict the further exerc ise of tha t or any othe r ri ght or remedy.

• Third party rights. A per sonwho is not a par ty to this agreement shall not have any r ights under or in connection with it.

VARIATION

Excep t as set out in this agreement . any var ia ti on to this agree ment. including the int roduction of any add ition al terms and con dition

s. shall only be binding when agreed in writing an d signed by the Supplie r.

• . Governing law and jur isdiction

This agreement . and any dis pute or cl aim arising out of or inconnect ion with it or its subject matte r or forma ti on (inclu ding non­ contractual disputes or claims). shal l be governed by, and construed in acco r dance with. English law. and the part i es irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.