1. General

These Terms and Conditions of Sale shall apply and shall take precedence over Buyer's additional or different terms and conditions. Buyers purchase of our products hereunder represents acceptance of these Terms and Conditions of Sale and any attachments which together constitute the entire understanding between the parties and supercede any previous communications, representations or agreements by either party whether oral or written. No change or modification of any of the Terms and Conditions of Sale shall be valid or binding on either party unless in writing and signed by one authorised representative of each party.

2. Orders

2.1

All orders become legally effective with the written order acknowledgement of QZ Bodywear, and in the absence thereof upon acceptance of delivery at the latest.

2.2

We reserve the right to add or withdraw articles from ranges shown in our published literature without prior notice and to alter prices where currency fluctuations occur.

2.3

Information appearing in catalogues, brochures, etc, or qualities of a sample such as colour condition or measures will be binding only when explicitly referred to in the order acknowledgement.

2.4

All orders are accepted on the condition that they can only be sold in an agreed manner. Goods will be resold thorough own retail premises or as agreed with QZ Bodywear.

2.5

Proforma orders are accepted subject to the condition that only available goods will be supplied and balances will not be booked. We may request cheque with order in full payment before goods are supplied.

2.6

We reserve the right to refuse orders below minimum reorder level of € 500 or to apply carriage charges where necessary on single line orders or special delivery requests.

3. Prices

3.1

Unless agreed otherwise, all prices are shown net in Euro and are quoted inclusive of freight and insurance in accordance with the CIP clause of the Incoterms 1990. All prices charged are subject to the price list in effect on the date of delivery and are invoiced in Euro.

3.2

Cost prices listed relate to standard trading arrangements. Where an agreement has been entered into by QZ Bodywear and its customer, to invoice goods at scheme prices according to the terms of the agreement, we will invoice goods at the higher cost until the agreement is complete or has been cancelled to the satisfaction of both parties. We reserve the right to invoice retrospectively for any costs which were not invoiced during the time the agreement was in force.

4. Terms of Payment

Unless agreed otherwise, payments shall be made in Euro either in advance or by means of approved credit account. Credit account terms and conditions of payment are 30 days net from date of invoice. The buyer should note their credit limit, to which total we will supply goods in value, providing that all other stipulations are met. We will suspend all dealings when the limit is reached until such time as the outstanding balance is satisfactorily reduced or credit limit adjusted, upon application. Payment is effected when funds are cleared. Buyer undertakes to pay interest charges of 5% p.a. above the base rate quoted by Barclays Bank from time to time on any late payment starting from due date. No claim made by Buyer extends the time for payment. QZ Bodywear reserves the right to change payment terms or to discontinue performance under any agreement with Buyer at any time, when in QZ Bodywear's opinion Buyer's financial condition or previous payment record so warrants.

5. Delivery, Delays In Performance

5.1

All deliveries are made according to Incoterms 1990. Delivery dates are approximate only, being subject to availability. The delivery period will begin with the date of the order acknowledgement. QZ Bodywear shall not be liable for its failure to meet delivery dates as indicated on the order acknowledgement or on any delivery schedule except where such failure arises from QZ Bodywear negligence. Partial delivery is permitted and may be invoiced.

5.2

QZ Bodywear shall not be liable for any delay in performance hereunder due to any unforeseen circumstances or if foreseen which are reasonably unavoidable or due to causes beyond QZ Bodywear's control, including, but not limited to, force majeure, acts of government, military conflicts, delays in transportation or customs formalities, transport damage, energy shortages or labour disputes and delays in delivery or inability to deliver by QZ Bodywear's suppliers.

5.3

Should the dispatch of goods ready for shipment be delayed by circumstances beyond the control of QZ Bodywear or for reasons attributable to the Buyer QZ Bodywear may have the goods stored at the risk and expense of the Buyer. Upon such action delivery and acceptance shall be deemed to have taken place, and payment becomes due accordingly.

5.4

All stated quantities, dimensions, weights and product qualities are approximate only and deviations are permissible as set out for the individual product groups, in price lists or catalogues.

6. Warranty

The goods are warranted against defects in materials and workmanship. Buyer will thoroughly examine all deliveries without delay. In case of defects Buyer must make any claim in writing within 7 days after receipt of merchandise, and include a detailed description of the defect. Any later claim will only be considered if the delay was due to circumstances beyond the Buyer's Control. Otherwise the delivery is approved. QZ Bodywear will replace defective goods with non-defective goods or grant by separate agreement a reasonable price reduction. In case of latent defects the warranty period will be six months from delivery in respect of latent defects which could be reasonably detected within such period. Warranty claims regarding goods supplied by a third party are limited to the extent and insofar as the supplier honours these claims toward QZ Bodywear. All warranty claims must be made by registered letter immediately upon discovery of the defect. The goods may only be returned upon prior approval and in accordance with the explicit instructions of QZ Bodywear. The warranty set forth above is exclusive and no other warranty whether written or oral is expressed or implied.

7. Liability

QZ Bodywear's liability is limited to damage affecting the goods themselves. QZ Bodywear shall not be liable for any other damages however caused except where liability is enforced by law in cases of negligence. The burden of proof is with the Buyer. The foregoing shall not apply in the event that any QZ Bodywear product sold hereunder is determined by a court of competent jurisdiction to be defective and to have caused bodily injury or damage to the property of a consumer. Unauthorised modification or misuse, non-compliance with instructions or information provided, or any use outside environmental specifications will fully discharge QZ Bodywear from liability for any damage.

8. Protection of Intellectual

Property Rights

8.1

Buyer's use of trademarks applied to the goods or the packaging by QZ Bodywear is limited solely to identifying the goods in their original packaging and condition. Buyer agrees that no other use of QZ Bodywear's trademarks by the Buyer is permitted. The use of QZ Bodywear trademarks, names and logos for any publications of printed matter of any kind is only permitted following receipt of written approval from QZ Bodywear. The status of such marks as registered trade marks must be indicated by means of the R sign. QZ Bodywear shall have no liability for any infringement of patents, copyrights, trademarks or other intellectual property rights resulting from compliance with Buyer's designs, specifications, or instructions, in which case Buyer shall defend or settle any such claim and indemnify and hold QZ Bodywear completely harmless.

8.2

All materials including technical data, specifications or drawings or any other data supplied as well as samples, brochures, catalogues, etc, will always remain the sole property of QZ Bodywear under the protection of the relevant statutory provisions with regard to reproduction, imitation and competition, and must be treated confidentially and may not be copied or made available to any third party. These materials shall be returned, upon the request by QZ Bodywear.

9. Retention of Title

9.1

Risk in the goods will pass on delivery of the goods. The Buyer shall insure the goods for their full market value. Property in the goods supplied shall only pass to the Buyer from the date of full payment of all sums due to QZ Bodywear. Until such time the goods remain the absolute property of QZ Bodywear, and the Buyer's possession thereof shall be as bailee for QZ Bodywear. The goods shall automatically cease to be in the Buyer's possession with QZ Bodywear's consent upon payment in full for the goods not being made by the due date, the bankruptcy, or the appointment of a Receiver over the assets of the Buyer.

9.2

The Buyer shall not be entitled to incorporate the goods supplied with other goods so as to form a new product except on the condition that such new product shall be the property of QZ Bodywear, until such time as payment in full is made by the Buyer of all sums payable in respect of the goods.

9.3

At any time prior to payment in full for the goods supplied, the Buyer shall if QZ Bodywear so requires store the goods in which QZ Bodywear has retained property under 9.1 or 9.2 hereof in such a way that they are clearly the property of QZ Bodywear, and shall allow QZ Bodywear to enter its premises and remove such goods at QZ Bodywear's entire discretion.

9.4

Subject to claims 9.5 and 9.6 hereof the Buyer is entitled until further notice to resell the goods supplied or said products or further processing in the course of his regular business activities.

9.5

Until the purchase price has been paid in full, the Buyer shall assign to QZ Bodywear all receivables to which the Buyer is entitled from any such resale up to the value of the goods supplied by QZ Bodywear. The Buyer is entitled and obliged until further notice to collect such assigned receivables. QZ Bodywear is entitled to inform the final purchaser of such assignment at any time.

9.6

If the Buyer receives monies for such goods, the Buyer shall hold such monies in a separate account and identify the same as being the property of QZ Bodywear.

9.7

Returning the goods by Buyer or taking possession by QZ Bodywear does not constitute termination of the contract and does not release the Buyer from his contractual obligations in particular to pay the purchase price in full.

10. General Provisions

10.1