FAQ

1 Interpretation

1.1 In these Conditions:
BUYER means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is
accepted by the Seller.

GOODS means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in
accordance with these Conditions.

SELLER means Lichfield Leathers Limited registered in England and Wales under number 1489148.

CONDITIONS means the standard terms and conditions of sale set out in this document and (unless the context otherwise
requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

CONTRACT means the contract for the purchase and sale of the Goods.

WRITING includes telex, cable, facsimile transmission and comparable means of communication.

ORDER FORM means the Seller’s standard form upon which the details of the Goods are specified in writing.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller
which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, In writing on the Seller’s
Order Form subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or
purported to be made, by the Buyer.

2.2 For the avoidance of doubt these Conditions override any previous Conditions issued by the Seller and or established
through a previous course of dealings and the Buyer acknowledges that the Seller is and shall no longer be bound by those
previous Conditions.

2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of
the Buyer and a director of the Seller.

2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless
confirmed by a director of the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely
on any such representations which are not so confirmed.

2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents
as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon
entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which
is not so confirmed.

2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of
offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on
the part of the Seller.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing
by the Seller’s authorised representative on the Seller’s Order Form.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any
applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods
within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s
quotation (if accepted by the Buyer) or the Buyer’s order (if accepted in writing by the Seller on the Seller’s Order Form).

3.4 The Buyer acknowledges and agrees that upon signing by a representative of the Buyer the Seller’s proof or sample of
the design specification for any Goods for which the Seller is providing design services then the Seller shall not be liable for
any mistakes, omissions, representations, additions that are present within the contents of the proof or sample.

3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a
specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any
claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any
other person which results from the Seller’s use of the Buyer’s specification.

3.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform
with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification which
do not materially affect their quality or performance.

3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing
of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs
(including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of
cancellation.

3.8 Any figures, statements, descriptions, illustrations, photographs, drawings or any other matters contained within the
Seller’s catalogue or other advertising literature shall not be guaranteed to be accurate and shall not form part of any
Contract between the Seller and Buyer.

4. Price of the Goods

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no
longer valid), the price listed in the Seller ’s published price list current at the date of acceptance of the order. Where the
Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices
quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the
Seller without giving notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the
Goods to reflect any increase in the cost to the Seller which is due to an factor beyond the control of the Seller (such as,
without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the
costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the
Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give
the Seller adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise
agreed in Writing between the Buyer and the Seller, all prices given by the Seller include the carriage costs for the
despatch of Goods by normal van delivery service provided that the value of the Goods exceeds the minimum order value
which shall be set by the Seller from time to time. Where the Seller agrees to deliver the Goods otherwise than at the
Seller’s premises, the Buyer shall be liable to pay the Seller’s charges packaging and insurance. Unless otherwise agreed in
writing between the Seller and the Buyer the mode of transportation shall be at the sole discretion of the Seller.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the
Seller.

5. Terms of Payment

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to
invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be
collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be
entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other
deduction) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price,
notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The
time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon
request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to:

5.3.1 cancel the contract or suspend any further deliveries to the Buyer;

5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract
between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
and

5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per
annum above Natwest Bank plc base rate from time to time, until payment in full is made (a part of a month being treated
as a full month for the purpose of calculating interest).

6. Delivery

6.1 Delivery of the Goods shall be made by

6.1.1 the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the
Goods are ready for collection or

6.1.2 if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place or

6.1.3 where Goods are sold f.o.b. delivery shall be complete when they are placed on board ship or

6.1.4 if Goods are to be delivered by container delivery shall be complete when the Goods are delivered to the container
depot of despatch or

6.1.5 notwithstanding clause 4.3 where the Contract provides that the Goods shall be delivered by an independent carrier
delivery of the Goods by the Seller shall be deemed to be effected when the Goods are collected or delivered to the
carrier.

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in
delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously
agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon
giving reasonable notice to the Buyer.

6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 2 per
cent more or 2 per cent less than the quantity ordered without any adjustment in the price, and the quality so delivered
shall be deemed to be the quantity ordered.

6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by
the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in
respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.5 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller’s
reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be
limited to the Contract cost of the Goods (or any installment for which there is a failure in delivery).

6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the
Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;
or

6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)
account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price
under the Contract.

6.7 If the Goods delivered by the Seller are damaged or lost in transit, the Seller shall repair or replace those Goods at
it’s own expense provided that:-

6.7.1 the Seller is notified in Writing within 3 days of delivery of such damage or within 10 days of the date of the Buyer notice and confirmed it’s validity in Writing to the Buyer

6.7.2 that damage or loss is only attributable to the negligence of the Seller and or the Seller’s employees
The entire liability of the Seller in connection with any claim arising from Goods damaged or lost in transit, shall be limited
to the cost of the Goods supplied, but shall not exceed in any event the amount recoverable by the Seller from the carrier
of the Goods if applicable, and the Seller shall not be liable for any indirect, special or consequential loss or damage
(whether for loss of profit or otherwise),costs, expenses or other claims for compensation whatsoever (whether caused by
the negligence of the Seller, its employees or agents or otherwise)

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the
Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery, or delivery to
or collection by the carrier of the Goods, or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the
property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of
the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s
fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly
stored, protected and insured and identified as the Seller’s property, but shall be entitled to re-sell or use the Goods in the
ordinary course of its business. If the Buyer re-sells the goods before payment has been made of the Goods to the Seller,
the Buyer agrees to set aside such amount due to the Seller from the proceeds of the sale in a separate suppliers account
until payment is made.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and
have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller
and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are
stored and repossess the Goods. The Buyer agrees to notify such third parties of the Sellers interest in the goods which
shall exist until the property in the goods passes to the Buyer.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the
Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall
(without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and Liability

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at
the time of delivery and will be free from defects in material and workmanship for a period of 6 months from the date of
delivery to the Buyer or his nominee or the completion of the Goods whichever shall be sooner.

8.2 The above warranty is given by the Seller subject to the following conditions:

8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or
specification supplied by the Buyer;

8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage,
negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or
alteration or repair of the Goods without the Seller’s approval;

8.2.3 the Seller shall be under no liability under the above warrant (or any other warranty, condition or guarantee) if the
total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts or materials or equipment not manufactured by the Seller, in respect of
which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to
the Seller.

8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a
consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on
Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to
correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within [7
days] from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a
reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or
failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the
Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be
entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer
the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the
Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at
common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage
(whether for loss of profit or otherwise), costs, expenses or other claims for compensation, whatsoever (whether caused by
the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of
Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract
shall not exceed the price of the Goods, except as expressly provided in these Conditions.

8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in
performing, or failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to
any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall
be regarded as causes beyond the Seller’s reasonable control:

8.8.1 Act of God, explosion, flood, tempest, fire or accident;

8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;

8.8.4 import or export regulations or embargoes;

8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a
third party);

8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.8.7 power failure or breakdown in machinery.

9. Insolvency of Buyer

9.1 This clause applies if:

9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or
(being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of
amalgamation or reconstruction); or

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer
and notifies the Buyer accordingly.

9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be
entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and
if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.

10. Export terms

10.1 In these Conditions Incoterms means the international rules for the interpretation of trade terms of the International
Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term
or expression which is defined in or given a particular meaning by the provision of Incoterms shall have the same meaning
in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall
prevail.

10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to
any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these
Conditions.

10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the
Goods into the country of destination and for the payment of any duties on them.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea
port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act
1979.

10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before
shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on
inspection and which is made after shipment, or in respect of any damage during transit.

10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour
of the Seller and confirmed by a bank in the appropriate territory acceptable to the Seller or, if the Seller has agreed in
Writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to
the Seller of a bill of exchange drawn on the Buyer payable at sight to the order of the Seller at such branch of Natwest
Bank plc in England as may be specified in the bill of exchange.

10.7 The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer at or before
the time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that
that person intends to re-sell the Goods in any such country.

11. General

11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing
addressed to that other party at its registered office or principal place of business or such other address as may at the
relevant time have been notified pursuant to this provision to the party giving the notice.

11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.

11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in
part of the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be
affected.

11.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive
jurisdiction of the English courts.

12 Contract (Rights of Third Parties) Act 1999

12.1 For the avoidance of doubt, these Conditions do not confer on any third party any benefits or any rights.