VANGUARD TEXTILES

In construing these terms and conditions the following words shall have the meanings given to them below unless there is something in the subject mailer or context inconsistent with such construction.
a. "The Company" shall mean The Vendor.
b. "The Customer" shall mean the person to whom the tender is made and/or the person with whom the agreement is made.
c. "The tender" shall mean an offer made by the company stating the terms on which the company is prepared to supply goods to the Customer.
d. "The agreement" shall mean the contract made between the Company and the Customer pursuant to the tender or otherwise.

a. These terms and conditions shall be deemed to be incorporated in the tender and the Agreement and shall apply to and govern all sales, supplies and deliveries of goods equipment and other products (hereinafter called "the products") by the Company and are included in and govern all contracts between the Company and the Customer and by any other person dealing with the Company for the sale, supply or delivery of the products to the exclusions of all and any standard terms of the Customer and of all and any conditions warranties and other terms implied by statute, common law or otherwise.
b. The giving of an order by the Customer to the Company for any of the products shall constitute an unqualified acknowledgment by the Customer that if the Company accepts the order the sale, supply or delivery of such of these products by the Company will be governed solely by these conditions of sale. All orders from the Customer accepted by the Company for the sale, supply or delivery of any of the products are so accepted solely subject to these conditions of sale. No addition or variation of these conditions of sale and no oral stipulation or representation shall be binding on the Company unless expressly agreed to in writing and signed by a Director or the Secretary of the Company on its behalf.
c. If the Customer at any time purports to introduce further terms and conditions (whether in standard form or otherwise) into the agreement. beyond those or at variance with or inconsistent with the terms and conditions herein set out or any additional terms expressly incorporated in the agreement such further terms shall not apply in relation to the agreement unless the Customer specifically gives notice in writing to the Company requiring such further terms to be incorporated within the agreement and the Company specifically accepts in writing the inclusion of such further terms into the agreement.

All samples provided to Customers will be invoiced and remain the .Company's property until paid for in full or returned in a good condition to the Company.

a. A tender shall not be binding unless unconditionally accepted in writing signed by the Customer within 10 days of the date appearing on the tender or thereafter the tender shall be deemed to have been withdrawn. An agreement shall be deemed to be made only when the acceptance of the tender is received by the Company.
b. The Company shall not be obliged to notify the Customer that any Order has been accepted.
c. Where the Company makes stock offers then these are subject to final confirmation by the Company of acceptance of the Order and the Stock offers remaining unsold. Such orders are not binding on the Company until accepted by the Company in writing.

No agreement whether made pursuant to an Order or to a tender may be cancelled by the Customer once it has been made. If the Customer shall purport to cancel any order the Company shall (without any prejudice to the other rights of the Company) by entitled to be fully indemnified by the Customer against any and all 1oss or costs arising through on in connection with such cancellation and also withhold delivery of any other of the products ordered by the Customer until the Customer shall have paid the amount of such loss.

a. Except as otherwise expressly stated all prices quoted by the Company are (i) Exclusive of Value Added Tax and any other sale or purchase taxes at any time in force, and (ii) included carriage paid in accordance with the Company's applicable current quotations and offers.
b. The prices for the products quoted by the Company are not firm and the Company reserves the right to increase or decrease such price without notice except where the Company has expressly stated in writing that a price is firm and during what period the period will be held firm.
c. Without prejudice to the foregoing, prices are subject to alteration without notice and any orders are accepted on the basis of prices ruling at the date of delivery.

a. When any time for delivery is stated the Company advises this is only an indication given in good faith to what the company expects to be able to achieve but the Company will make every reasonable effort to achieve delivery dates indicated within such time. And the Company will not be liable in any way what so ever for not delivering within such time.
b. No guarantee as to quantities of the products is given and deliveries are subject to tolerances of up to plus or minus 5% in quality color and weight.
c. When stock is offered subject to being unsold and is disposed of prior to receipt and acceptance of an order by the Customer where it is made clear on any tender that delivery time is dependent upon supplies of materials not actually in stock at the time of the delivery time is offer subject to such sources of suppliers being at the Company's disposal.
d. The Company may withhold delivery of any products (not withstanding that they have been paid for) for as long as The Customer is indebted to the Company for products previously supplied.

a. No discount shall be allowed unless expressly agreed in writing by the Company.
b. Invoices for the products may be issued by the Company on the day of despatch or on the date of availability whichever is the earlier.
c. The Customer shall pay in full for all products purchased from and for all services rendered by the Company not later than the agreed payment date or on such date as may lie specified in the agreement provided always that the Company may insist on pre-payment at any time.
d. If the Customer shall not make payment of any sum due to the Company under the terms here in or the terms of the agreement on or before the day the same shall be due and payable interest thereon shall accrue and be payable by the Customer to the Company from the said day until payment at the rate of 6% above Hong Kong and Shanghai Bank PLC base lending rate for the time being in force calculated on a monthly basis such interest shall be a debt due to the Company and recoverable as liquidated damages.
e. All costs (of whatever nature) incurred by the Company in recovering sums due from the Customer (before or - subject to the decision of the court after the commencement of any legal proceedings) shall be paid to the Company by the Customer.
f. Under no circumstances is a Customer entitled to withhold payment of any monies due to the Company even if the Customer alleges that he is entitled to a Credit Note.
g. If Customer does not uptake any order produced against Customers offical orders, any or all deposits paid to the company will be forfeit and all other costs inherent to the order, including any freight - shipment, bank charges, interest costs, losses and clearance costs incurred to secure the goods and there resale are to be reclaimed from the customers directly.

No claim for damage in transit, shortage of delivery, or loss of the products will be considered unless in the case of damage in transit or shortage of delivery a separate notice in writing is given immediately in the carrier concerned and to the Company within three days of delivery followed by a complete claim in writing within 10 days of delivery of the products and in the case of loss of the products notice in writing is given immediately to the carrier concerned and to the Company and a complete claim in writing is made within 10 days of the date of the dispatch. In any event where the Customer alleges that the products are either damaged or missing the delivery book of the carrier concerned must be endorsed accordingly. Except as aforesaid no claim of any kind will be considered unless the claim is received by the Company in writing within 10 days from the dale of the invoice.

Where goods have been dispatched in accordance with the Agreement return of the goods or any proportion there of will not be accepted for credit or exchange other than at the discretion of the Company and if this is agreed a deduction will be made for handling. In all cases the written authority must he obtained from the Company before the Customer returns the goods otherwise the goods will be refused. The Company will not credit any goods unless previously agreed to in writing by the Company. Any defective goods must he returned by the Customer to the original suppliers Address which the company will advise once the return has been duly authorized.

a. The Company shall not be liable for any loss or damage whether direct or indirect arising from or as a consequence of any delay in fulfilling its obligations under the agreement it such delay is due to any industrial dispute shortage of materials or any other cause whatsoever beyond the Company's immediate control.
b. If the Company shall be delayed in fulfilling its obligations under the agreement as aforesaid the period of time (if any) within which the Company shall have agreed to perform its obligations shall automatically be extended by such further period as the Customer and the company shall agree when default of agreement by such period as shall be reasonable in all the circumstances.

a. All goods supplied by the Company to the Customer shall be and thereafter shall remain at the Customer's risk from the date of delivery.
b. The goods supplied by the Company shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the agreed price therefore together with the full price of any other goods the subject of any other contract with the Company.
c. The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
d. Until such time as the Customer becomes the owner of the goods the Customer will store them on the Customers' premises, separately from all other goods and in a manner which makes them readily identifiable as the goods of the Company and shall insure the sales in the name of the customer and the Company in the full value of the goods. Any proceeds of an insurance claim shall be paid to the Company and any monies received by the customer are received as trustee for the Company and shall be held in accordance with clause 12(f).
e. The Customer acknowledges that it is in possession of the goods as a fiduciary until such time as ownership there of passes to the Customer in accordance with the foregoing conditions.
f. The Customer has the right to dispose of the goods in the course of its business for the account and as agent of the Company (but without the Company being liable for any warranties or representations thereto) subject to the condition that the entire proceeds of sale thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company's money.

If the Customer shall make default in or commit a breach of contract or of any of his obligations to the Company or if any distress or execution shall be levied upon the Customer's property or assets or if the Customer shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the buyer is a limited company any resolution or petition for winding up the company's business other than for the purposes of amalgamation or reconstruction shall be passed or presented or if the receiver of such company's undertaking property or assets or any part thereof shall be appointed the Company shall have the right forthwith to determine any contract then subsisting between the parties and upon written notice of such determination being posted to the Customers' last known address any subsisting contract shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.

a. If the Design is provided by a Customer for the Company to produce goods for the Customer's use the Customer undertakes to indemnify the Company from any claims in respect of infringement of patent or copyright or of an other claim by a third party arising out of the use and production of the design at the Customer's request.
b. If the Company is requested by a Customer to produce goods in the Customer's own label/packaging and/or design the Company reserves the right to sell such goods whether in the Customer's label and/or design if such goods are not taken up for delivery by the Customer by the date of the goods being available to the Customer. No claim in respect of breach of copyright or patent or any other matter shall be made by the Customer or anyone claiming through the Customer in respect of such sale and the Customer will be responsible to pay all costs including removal of labels, packaging replacement of all relevant materials includ¬ing all labor costs plus interest at 6% over Hong Kong Shanghai PLC base rate during the repackaging period and any additional storage period prior to the disposal of the goods and the Customer will reimburse the Company any losses incurred by the Company in its disposal and/or sale of the goods.