Standard Terms and Conditions for the Sale of Goods

1 DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:

"Buyer" the person(s), firm or company whose order for the Goods is accepted by the Company

"Business Day" any day other than a Saturday or Sunday or a public or bank holiday in England

"Company" Club Kit Company Limited (Company No. 2335379) whose registered office is at 2 Clarendale, Great Bradley, Newmarket, Suffolk, CB8 9LN

"Confidential Information" all information in respect of the business of the Company including, but not limited to, know-how or other matters connected with the Goods or Services, and information concerning the Company's relationships with actual or potential clients, customers or suppliers and the needs and requirements of the Company and of such persons and any other information which, if disclosed, will be liable to cause harm to the Company.

"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods formed in accordance with Clause 2

"Delivery Point" the place where delivery of the Goods is to take place under Clause 6.3

"Force Majeure" any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Company including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of the Company or otherwise), protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors

"Goods" any goods which the Company supplies to the Buyer (including any of them or any part of them) under a Contract

"Terms and Conditions" the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Company as specified on the front of the acknowledgement of order.

1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation.

2 Formation

2.1 Subject to any variation under Clause 2.6, the Contract will be upon these Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.

2.2 Each order or acceptance of a quotation for Goods will be deemed to be an offer by the Buyer to purchase Goods upon these Terms and Conditions. The Contract is formed when the order is accepted by the Company, by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of the order is issued by the Company.

2.3 Any quotation is valid for a period of 30 days only from its date, provided the Company has not previously withdrawn it.

2.4 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.

2.5 Acceptance of delivery of the Goods will be deemed conclusive evidence of the Buyer's acceptance of these Terms and Conditions.

2.6 Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing and signed by a director of the Company.

3 THE GOODS

3.1 The quantity and description of the Goods will be as set out in the acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company (or the manufacturer of the Goods) and any descriptions or illustrations contained in the Company's or manufacturer's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. They will not form part of the Contract and this is not a sale by sample.

3.3 The Company may make any changes to the specification, design, materials or finishes of the Goods which:

3.3.1 are required to conform with any applicable safety or other statutory or regulatory requirements; or

3.3.2 do not materially affect their quality or performance.

4 PRICE

4.1 The price for the Goods will be the price specified in the acknowledgement of order.

4.2 The Company will be entitled to increase the price of the Goods following any changes in the specification made both at the request of the Buyer and agreed by the Company or to cover any extra expense as a result of the Buyer's instructions or lack of instructions, or to comply with the requirements referred to in Clause 3.3.1.

5 PAYMENT

5.1 The Company may invoice a Wholesale Buyer for the Goods on or at any time after providing the Wholesale Buyer with the acknowledgement of order and subject to Clause 5.4, payment is due to the account nominated by the Company from time to time in pounds sterling within 30 days of service of such invoice. Payment from Retail Buyers must be made prior to the despatch of any goods.

5.2 Time for payment will be of the essence.

5.3 No payment will be deemed to have been received until the Company has received cleared funds.

5.4 All sums payable to the Company under the Contract will become due immediately upon termination of the Contract.

5.5 All payments to be made by the Buyer under the Contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Buyer is required by law to make any such deduction or withholding.

5.6 The Company may appropriate any payment made by the Buyer to the Company to such of the invoices for the Goods as the Company thinks fit, despite any purported appropriation by the Buyer.

5.7 If any sum payable under the Contract is not paid when due then, without prejudice to the Company's other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 6% per annum over HSBC Bank plc base rate from time to time and the Company will be entitled to suspend deliveries of the Goods until the outstanding amount has been received by the Company from the Buyer.

6 DELIVERY

6.1 Delivery of the Goods will be made ex-works upon receipt of cleared funds.

6.2 Delivery of the Goods will be made during the Company's usual business hours.

6.3 The Company will use reasonable endeavours to deliver each of the Buyer's orders for the Goods within the time agreed when the Buyer places an order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavours, the Company is unable for any reason to fulfil any delivery or performance on the specified date, the Company will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will the Company have any liability to the Buyer for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle the Buyer to cancel the order unless and until the Buyer has given 28 days' written notice to the Company requiring the delivery to be made and the Company has not fulfilled the delivery within that period. If the Buyer cancels the order in accordance with this Clause 6.3 then:

6.3.1 the Company will refund to the Buyer any sums which the Buyer has paid to the Company in respect of that order or part of the order which has been cancelled; and

6.3.2 the Buyer will be under no liability to make any further payments under Clause 5.1 in respect of that order or part of the order which has been cancelled.

6.3.3 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of the Company's default), the Goods will be deemed to have been delivered on the due date..

7 RISK / OWNERSHIP

7.1 Risk of damage to or loss of the Goods will pass to the Buyer on delivery (or deemed delivery).

7.2 Ownership of the Goods will not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1 the Goods; and

7.2.2 all other sums which are or which become due to the Company from the Buyer on any account.

7.3 A Wholesale Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

7.3.1 any sale will be effected in the ordinary course of the Buyer's business at full market value and the Buyer will account to the Company accordingly; and

7.3.2 any such sale will be a sale of the Company's property on the Buyer's own behalf and the Buyer will deal as principal when making such a sale.

7.4 The Buyer's right to possession of the Goods will terminate immediately if any of the circumstances set out in Clause 10.1 occur.

7.5 The Company will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from the Company.

7.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

7.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer will be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

7.8 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this Clause 7 will remain in effect.

8 WARRANTY, EXCLUSION OF LIABILITY AND INDEMNITY

Warranty

8.1 The Company will, replace, free of charge, within a period of [3 months] from the date of delivery, any Goods which are proved to the reasonable satisfaction of the Company to be damaged or defective due to defects in material or workmanship. This obligation will not apply where:

8.1.1 the Goods have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair;

8.1.2 any aftercare requirements relating to the Goods have not been complied with;

8.1.3 the Buyer has failed to notify the Company of any defect or suspected defect within 7 days of the delivery where the defect should be apparent on reasonable inspection, or within 7 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 3 months from the date of delivery.

8.2 The Company will refund to the Buyer the cost of carriage on the return of any such defective or damaged Goods, and will deliver any repaired or replacement Goods to the Buyer at the Company's own expense.

8.3 Any Goods which have been replaced will belong to the Company. Any replacement Goods will be liable to replacement under the terms specified in Clause 8.1 for the unexpired portion of the 12 month period from the original date of delivery of the replaced Goods.

Exclusion of Liability

8.4 In the event of any breach of the Company's express obligations under Clauses 6.3, 8.1, 8.2 and 8.3 above the remedies of the Buyer will be limited to damages.

8.5 The Company does not exclude its liability (if any) to the Buyer:

8.5.1 for breach of the Company's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;

8.5.2 for personal injury or death resulting from the Company's negligence;

8.5.3 under section 2(3) Consumer Protection Act 1987;

8.5.4 for any matter for which it would be illegal for the Company to exclude or to attempt to exclude its liability; or

8.5.5 for fraud.

8.6 Except as provided in Clauses 6.3 and 8.1 to 8.5, the Company will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:

8.6.1 any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods by the Company;

8.6.2 any breach by the Company of any of the express or implied terms of the Contract;

8.6.3 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;

8.6.4 any statement made or not made, or advice given or not given, by or on behalf of the Company

or otherwise under the Contract.

8.7 Except as set out in Clauses 6.3 and 8.1 to 8.5, the Company hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.

8.8 Each of the Company's employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Clauses 6.3 and 8.4 to 8.7 in that person's own name and for that person's own benefit, as if the words �its employees, agents and sub-contractors� followed the word Company wherever it appears in those clause.

8.9 The Buyer acknowledges that the above provisions of this Clause 8 are reasonable and reflected in the price which would be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.

8.10 The Buyer agrees to indemnify, keep indemnified and hold harmless the Company from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Company incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract.

9 FORCE MAJEURE

9.1 The Company will be deemed not to be in breach of the Contract or otherwise liable to the Buyer in any manner whatsoever for any failure or delay in performing its obligations under the Contract due to Force Majeure, provided that it has and continues to comply with its obligations set out in Clause 9.2.

9.2 If the Company's performance of its obligations under the Contract is affected by Force Majeure:

9.2.1 it will give written notice to the Buyer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, mitigate its severity ,without being obliged to incur any expenditure;

9.2.2 subject to the provisions of Clause 9.3, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event; and

9.2.3 it will not be entitled to payment from the Buyer in respect of extra costs and expenses incurred by virtue of the Force Majeure.

9.3 If the Force Majeure in question continues for more than three months, either party may give written notice to the other to terminate the Contract. The notice to terminate must specify the termination date, which must not be less than 15 days after the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.

10 TERMINATION

10.1 The Company may by notice in writing served on the Buyer terminate the Contract immediately if the Buyer:

10.1.1 is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Buyer fails to remedy such breach within 14 days service of a written notice from the Company, specifying the breach and requiring it to be remedied provided any such notice is served within six months of the breach occurring or the Company becoming aware of such breach, whichever occurs later. Failure to pay any sums due in accordance with Clause 5.1 is a material breach of the terms of the Contract which is not capable of remedy;

10.1.2 becomes bankrupt, insolvent, makes any composition with his creditors, has a receiver appointed under the Mental Health Act 1983 or dies;

10.1.3 has any distraint, execution or other process levied or enforced on any of its property;

10.1.4 ceases to trade or appears in the reasonable opinion of the Company likely or is threatening to cease to trade;

10.1.5 has a change in its senior management and/or control as defined by section 416 Income and Corporation Taxes Act 1988; or

10.1.6 the equivalent of any of the above occurs to the Buyer under the jurisdiction to which the Buyer is subject

or the Company reasonably anticipates that one of the above set of circumstances is about to occur.

10.2 The termination of the Contact howsoever arising is without prejudice to the rights, duties and liabilities of either the Buyer or the Company accrued prior to termination.

10.3 The Company will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under Clause 10.1.1, until either the breach is remedied or the Contract terminates, whichever occurs first.

11 CONFIDENTIALITY

11.1 The Buyer will keep confidential any and all Confidential Information that it may acquire.

11.2 The Buyer will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Buyer will ensure that its officers and employees comply with the provisions of this Clause 11.

11.3 The obligations on the Buyer set out in Clauses 11.1 and 11.2 will not apply to any information which:

11.3.1 is publicly available or becomes publicly available through no act or omission of the Buyer; or

11.3.2 the Buyer is required to disclose by order of a court of competent jurisdiction.

12 GENERAL

12.1 Time for performance of all obligations of the Buyer under the Contract is of the essence.

12.2 Time for performance of all obligations of the Company under the Contract is not and may not be made by notice of the essence.

12.3 Each right or remedy of the Company under any Contract is without prejudice to any other right or remedy of the Company under this or any other Contract.

12.4 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.

12.5 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

12.6 The Company may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract.

12.7 The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company's prior written consent.

12.8 Save as set out in Clause 8.8, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

13 COMMUNICATION

13.1 Any notice, demand or communication in connection with the Contract will be in writing and may be delivered by hand, Special Delivery post, a document exchange system, or facsimile (but not by e-mail), addressed to the recipient at its registered office to be received by the sender not less than seven Business Days before the notice is despatched).

13.2 The notice, demand or communication will be deemed to have been duly served:

13.2.1 if delivered by hand, at the time of delivery;

13.2.2 if delivered by first class post or Special Delivery post, 48�hours after being posted or in the case of Airmail 14�days after being posted (excluding days other than Business Days);

13.2.3 if delivered through a document exchange system, on the first Business Day after the day on which it would normally be available for collection by the addressee;

13.2.4 if delivered by facsimile, at the time of transmission , provided that a confirming copy is sent by first class post to the other party within 24 hours after transmission;

provided that, where in the case of delivery by hand or transmission by facsimile, such delivery or transmission occurs either after 4.00 pm on a Business Day, or on a day other than a Business Day, service will be deemed to occur at 9.00 am on the next following Business Day (such times being local time at the address of the recipient).

13.3 Service by facsimile is a valid means of service only where service of the original notice, demand or communication is not required.

13.4 For the avoidance of doubt, where proceedings have been issued in the Courts of England and Wales, the provisions of the Civil Procedure Rules must be complied with in respect of the service of documents in connection with those proceedings.

14 JURISDICTION

The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law. The English Courts will have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract. The parties agree to submit to that jurisdiction.

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