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1. Denitions

1.1 In these conditions of sale (hereinafter, referred to as the “Conditions”):

“the Company” means Adam and Alice Ltd which is a UK company registered in England under company
number 8382178. The registered address of the Company is at 4-12 Rex house, Regent Street, London . . The
VAT ID of the Company is 161629704 .
“the Buyer” means any company, rm, individual or agent thereof to whom the Company’s acknowledgement
of order, delivery note or invoice is addressed.
“the Goods” means the products (including any parts or accessories), materials and/or services to be supplied
by the Company.

2. Applicability of the Conditions

2.1 The Company concludes contracts for the supply of Goods subject to these Conditions. The Buyer accepts
that these Conditions shall govern the relations between himself and the Company to the exclusion of any
other variation or qualication of these Conditions or of any quotation or contract arising here-from shall be
valid unless agreed in writing by the Director of the Company and the Buyer.

3. Representation

3.1 The terms of the contract between the Company and the Buyer consist only of those terms contained in
these Conditions. The Buyer shall not be entitled to rely on any other representations, statements or warranties
whatsoever unless the Company and the Buyer agree otherwise in writing.

4. Prices

4.1 The following provisions apply to the prices of the Goods:

i) The prices quoted during the order placed are subjected to currency exchange rates.

ii) If between the date of order of the Goods and the delivery of the Goods there is an increase in the cost of
the Goods, yarn price, packaging, carriage, delivery, duty, tax or any other import/ export thereon (including a
rise caused by the devaluation or revaluation of any currency) the price shall be adjusted by adding thereto
the amount of any increase in such costs or levels whether or not such increase was or should have been
foreseeable by the Company.

iii) If, however, it is expressly agreed in writing between the Company and the Buyer that the price of the
contract should be a xed price and not subjected to any variation either by rise or fall in the costs or levels
referred to in (ii) above such a xed price will be the price of the contract. If the delivery of the order or any
part thereof is delayed at the Buyer’s request the xed contract price or such proportion thereof as relates to
the part delayed as aforesaid will be subject to the variation (if any) set out in (ii) herein will be adjusted

iv) Unless otherwise stated prices do not include VAT which will be chargeable at the date of dispatch and/or
performance of services as the case may be.

v) If in the reasonable opinion of the Company the credit rating of the Buyer becomes unsatisfactory prior to
delivery of the Goods until payment thereof is rendered by the Buyer or until such obligation on its part to be
performed under this or any other contracts made with the Company shall be entitled at its discretion to
delay delivery of the Goods until payment thereof is rendered by the Buyer or until such obligations are duly
performed or observed or by notice in writing to the Buyer unilaterally to cancel the contract for the supply
of the Goods.

vi) The transit cost of samples shall be charged from Buyer’s account. If the Buyer requests the Company to
undertake transit of samples from India to UK and UK to India, the transit charges will be invoiced separately,
which is not part of the actual value of the Goods agreed. These charges shall be charged based on the
weight of the samples. The accepted delivery date will be based on the conrmation date of PP sample.

vii) An administration fee will be levied if further investigation is done on Buyer’s account.

5. Delivery

5.1 The following provisions shall apply to the delivery of the Goods:

i) The delivery of the Goods will be eected by the Company at the Buyer’s premises or to such other place as
is mutually agreed. The Goods shall be at the Buyer’s risk on either entry on to the Buyer’s premises or being
placed into custody on the Buyer’s behalf and should be insured accordingly.

ii) Notwithstanding the method of delivery the Buyer shall carefully examine the Goods on receipt of the
same and shall give written notice of any short delivery or over delivery which must be received by the
Company within 3 days of receipt of the Goods and in the case of any defects reasonably discovered (not
within minimum AQL 2.5 standard ) on careful examination written notice which must be received by the
Company within 10 days of receipt of the Goods.

iii) In the event that the Company and the Buyer agree to transfer the Goods by a method other than delivery
eected by the Company then the risk of loss or damage of any kind in the Goods shall pass to the Buyer in
whichever the following events occur earlier:

a) Collection by or on behalf of the Buyer or by an independent carrier for dispatch to the Buyer.
b) 7 days from the date of notice given by the Company that the Goods are ready for dispatch.

If the Goods shall not been collected by or on behalf of the Buyer or by an independent carrier for dispatch to
the Buyer within 7 days of the Company’s written notice pursuant to sub-paragraph (iii) (b) herein then the
Company may at any time thereafter send to the Buyer a further notice notifying the Buyer of the Company’s
intention to sell the same after expiration of a period of not less than 7 days from the date of the notice.

iv) If the Buyer neglects to serve notice under sub-paragraph (ii) above of any over delivery then the Company
may at its option either repossess the excess Goods or invoice them and be paid forthwith by the Buyer
for the excess Goods at the pricing ruling at the date of delivery.

v) The Company shall not be liable for any delay in the delivery of the Goods caused by logistic companies,
customs, or factors outside of the control of the Company.

vi) The Company takes no responsibility for the failure of the Buyer to accept the Goods on the time of delivery.
If the Buyer fails to accept the Goods on the time of delivery, the risk related to the Goods passes to the

vii) In the event, if the Company identies defects in the quality at any point in the production stage, the
Company will notify the Buyer in writing based on which the new delivery date will be agreed with the Buyer.
vii) Any garments not complying min 2.5 AQL will be repaired or developed and returned F.O.C provided the
defective goods are returned.

Viii) The AQL 2.5 inspection will be carried out only if the volume of order is more than 1000 pcs.

6. Payment

6.1 Unless otherwise agreed in writing with the Buyer, the payment for the Goods shall be made in full in
pound sterling or the Buyer’s currency at the option of the Company without any deduction of deferment on
account of any disputes or cross claims within 5 days from the date of the invoice sent to the Buyer by the

6.2 Interest will be charged at 2.5% per day on monthly basis if a payment is not made within the aforementioned
time period of 5 days.

6.3 Orders may be delayed if the outstanding payment is not made in time.

6.4 Drawer and reissued cheques will be charged at 30 GBP.

7. Property in Goods

7.1 The following provisions apply in relation to the property in the Goods.

i) Notwithstanding any agreed terms of payment the Goods are not sold or delivered on credit but on condition
that the ownership of the Goods shall remain with the Company and no property in the Goods whether
legal or equitable shall pass from the Company such condition being a condition precedent and on condition
that the Goods will be held by the Buyer as bailee and will be stored separately and in such manner that
they can be readily identied as the property of the Company until payment of the full price has been received:

a) of all goods the subject of this contact and

b) of all other goods the subject of any other contract between the Company and the Buyer

Nevertheless, at all times following delivery of the Goods and preceding payment as aforesaid the Buyer shall
have the power to resell or resell or otherwise deal with the Goods in the ordinary course of business in the
name of the Buyer on the condition:

c) that such resale or other dealing shall give rise to no obligation whatsoever whether contractual or otherwise
in the Company and

ii) Notwithstanding the provision of (i) above, at the moment of delivery of the Goods, all risks related to the
Goods pass to the Buyer

iii) If the Buyer fails to pay for the Goods on the due date or fails to pay any installment (in which the whole
outstanding amount becomes immediately due) or if the Buyer goes into receivership or is declared bankrupt
(or any equivalent thereof ) or enters into a composition with its creditors or if the Buyer, being a company,
goes into liquidation or into receivership or is otherwise declared insolvent or prohibited from trading,
then the Buyer should immediately notify the Company thereof and shall, upon demand made orally or in
writing by or on behalf of the Company, deliver the Goods or cause the Goods to be delivered up to the
Company or to the Company’s order.

iv) In the event of the determination or repudiation of the contract (howsoever occurring) the Company is
hereby irrevocably authorized to enter on to the premises of the Buyer and repossess the Goods and any
other goods in the Buyer’s possession the property in which is vested in the Company.

v) The Buyer will keep the Goods free from and will indemnify the Company against any charge, lien or other
incumbrance thereon.

8. Limitation

8.1 The Company shall in no circumstance be liable:

i) for any consequential or special loss or damage or claim by the Buyer including without limitation, delay,
detention, loss of production, loss of prot, loss of time, charges or liabilities to third parties;

ii) for any loss or damage in excess of the contract price (or in the case of defect in a part only then the cost of
manufacture of such part) and these limitations will apply (even in the case of breach of a fundamental term
of repudiation by the Company and ) even if further performance of the contract is frustrated.

8.2 The Company takes no liability for the actions or damage caused by the Buyer after the goods have been

8.3 The buyer is responsible to provide all the quality parameters in writing and conrm all the approvals on
quality, design, size, all label instructions in writing before production.
The buyer takes the responsibility to provide the Company washing and care label instructions. The Company
does not advise on this matter.

8.4 The company cannot guarantee that any samples made for trial or initial developments may comply to exact specifications due to production feasibilities, unless processed in bulk. As the buyer, you agree to accept samples based on the possibilities of the development. Once the samples are sent there are no refunds on the development costs.

9. Partial Completion

9.1 In case of partial compensation of an order the Company shall be entitled to a quantum merit in respect
of all work done by it without prejudice to its rights should non-completion be occasioned by the Buyer.

10. Notice

10.1 Unless otherwise provided in writing any written communication or notice shall be sent via post to the
address of the Company mentioned in Section 1.1 and in the case of the Buyer to his known address and if so
sent shall be deemed to be made or given two days after the date when posted.

11. Law and Interpretation

11.1 The contract shall be governed by English Law and the Buyer and the Company shall submit to the non
exclusive jurisdiction of the English Courts. If any of these Conditions or any part thereof is rendered void or
unforeseeable by any legislation to which is subject or by any rule of law it shall be void or unenforceable to
that extent and no further