TERMS AND CONDITIONS OF SALE WITH THE MOLO GROUP

1.

a)    These conditions form a contract between Seller and Buyer and shall prevail over any other conditions or terms of trade of Buyer. All and any business undertaken by Seller is transacted on the terms set out in these conditions in any agreement or contract whether oral or written between Seller and Buyer. No person other than a manager or director of Seller has authority on behalf of Seller to alter or give any collateral warranty in respect of the subject matter of this contract.

b)    These terms and conditions are subject to change periodically and without notice. Buyer agrees to be bound by the terms and conditions in force at all times.

2.

a)    Orders made by Buyer are firm as of the day they are received by Seller (the "Day of Receipt"). Buyer is entitled to request Seller to cancel, change, or modify orders to the extent the request to cancel, change or modify the order is received by Seller within seven (7) days following the Date of Receipt. Buyer hereby agrees that a cancellation fee equal to 50% of the net value of the order will be charged if: (i) the request for cancellation, change or modification is received by Seller after the seventh (7th) day following the Day of Receipt; or (ii) in any event of prepay order where Buyer fails to pay within 8 weeks following the payment request from Seller. Buyer further agrees that the 50% cancellation fee applies regardless of whether the order is fully or partially cancelled, changed, or modified.

b)    If Buyer fails to take charge of any products delivered or made available for delivery within 10 days after the delivery date or the date on which the products were made available for delivery, whichever is earlier, such failure shall be deemed an annulment of the purchase order(s) by the Buyer. This annulment shall be governed by the terms specified in the preceding clause 2(a). Consequently, Seller shall be entitled to any remedies available, including (but not limited to) the right to resell the products and claim the cancellation fee.

c)    Seller may at its own discretion cancel the order if the ordered goods are unavailable. Seller cannot be held responsible in this regard.

d)    Orders are not valid before approval of Buyer's ability to pay by Seller's credit insurance company.

3.

a)    All delivery dates ("Delivery Date") are to be regarded as estimations only. With respect to delivery, time is not of the essence. In the absence of a Delivery Date, Seller shall be entitled to deliver within eight (8) weeks following the date of the order.

b)    Buyer shall assume responsibility over the goods as of the Delivery Date at the Place of Delivery. Buyer shall examine the goods immediately upon receipt at the Place of Delivery. The goods shall be deemed accepted without any defects unless Buyer notifies Seller of any defect within seven (7) days after receipt of the goods at the Place of Delivery. If Buyer refuses acceptance of the goods, the risk shall pass when Buyer's default in acceptance commences. Any storing costs incurred after the risk shall be paid by Buyer

4.

a)    Merchandise is supplied as near to samples as possible but no warranty as to exact standard is implied because of the nature of the trade.

b)    Seller will use alle endeavours to deliver the exact colour presented in the sample ranges and swatches shown, but no objections shall be taken by Buyer to any slight variation of shade, nor shall the same entitle Buyer to return the goods or claim damages.

Sample collections shown are not corrected for fit.          5.

a)   Seller will not be liable for: (i) damages resulting from late delivery, (whether direct or consequential); (ii) operating loss, loss of profit, loss of time or for any other indirect loss that may arise; (iii) in the event Seller fails to deliver totally or partially the order; (iv) any product liability claims (said limitation applies to the extent possible under the applicable law) and (iv) in any event of force majeure. Events of Force Majeure are among others, any delay or failure of a party to perform its obligations originated by operational disturbances or breakdowns, delay in transportation, measures taken in the course of industrial action, and in cases of incorrect, delayed, or non-delivery by Seller’s own suppliers, irrespective of its cause (reservation of self-supply). In any case, the responsibility of Seller is limited to the wholesale selling price quoted on the order.

b)   If goods prove to be defective for any reason, Seller's liability shall extend only to the repair of the defective goods, whichever shall be possible at the time of Buyer's claim. Otherwise, Buyer will be credited for the wholesale value of the defective goods.

c)    If Seller agrees to such liability as stipulated in the preceding clause 5.b), Buyer shall afford Seller reasonable opportunity to repair or replace the defective goods.

6.

a)       No claims can be considered unless made within seven days of delivery of the goods in question as stipulated in clause 3.b).

b)        After three months from the date of invoice, no returns will be accepted for any reason.

c)         No returns will be considered without prior authorisation.

7.

a)    All prices quoted in this order exclude VAT.

b)   All quotations are made, and orders accepted, subject to raw materials being available. The goods will be invoiced at the price ruling at the date of dispatch. The quoted prices for imported merchandise are subject to any surcharge which may become necessary as a result of additional duties or taxes imported by the Government or devaluation of the relevant buying currency stated on the order.

In addition to the sales price stipulated in the order and the preceding clause 7.b), Seller may furthermore be compensated for price increases related to any material included in the goods in finished form or which is a part of the usual production routine, or for fuel or any other transport expenses incurred as a result of the production of the goods. Any price increase which forms the basis for any such compensation must be generally occurring. The increase must appear in official price material or, in the absence thereof, be documented in another way.

8.

a)    Buyer undertakes not to resell the purchased products to businesses domiciled outside the European Union (EU) and the European Economic Area (EEA).

b)    In the event of a breach of this clause, Seller reserves the right to terminate all existing contracts with Buyer. In addition to any other remedies available to Seller, Buyer shall pay liquidated damages to Seller amounting to 50% of the net sales price per sale for any sales made in violation of the obligations set forth in this clause. If Seller is able to prove that the loss incurred as a result of the violation amounts to a larger sum, Buyer must instead compensate such loss.

c)    Buyer shall ensure that this restriction is also applicable to any commercial sub-buyers and shall enter into corresponding agreements with them to prevent resale outside the EU and the EEA.

Seller reserves the right to conduct random checks and require documentation from Buyer to ensure compliance with this clause.  Terms of Payment

9.

a)   If payment is made after the due date, Seller is entitled to charge interest at the rate of 2% per month on any overdue balance.

b)   Legal expenses will be charged when incurred in the collection of overdue accounts.

c)    Loss of profits will be charged on all orders or balances thereof outstanding, should the account be in default and subject to legal proceedings.

10.

Any claims by Buyer against Seller in respect of the goods shall not entitle Buyer to withhold payment for any part of the goods purchased by Buyer from Seller, nor shall Buyer be entitled to set off any such claim against any claim by Seller for the price, nor shall they be entitled to claim a stay of execution on any judgement for the price in reliance upon such a claim.

11.

Seller shall have the right to suspend deliveries under this and/or any other contract it may have with Buyer if Buyer fails to make payments punctually for any goods delivered or (though Buyer is not in arrears with any payment) where Seller considers that the amount outstanding on Buyer's account to be the limit for which Seller is prepared to allow credit. Seller reserves the right to resume deliveries (even if beyond the completion date on the contract) when satisfied that Buyer's account is brought in line with Seller's terms.

12.

The order and this agreement, including disputes regarding their existence, validity, or termination, are governed by Danish law, irrespective of any conflict of laws rules which might refer the dispute to the laws of another jurisdiction. Any dispute arising out of, or in connection, with the order and the terms and conditions, including disputes regarding existence or validity, must be settled by the ordinary Danish courts, and if possible before the District Court of Frederiksberg (“Retten på Frederiksberg”) as the court of first instance.

13.

Buyer's order confirmation is accepted subject to the clear understanding that the conditions governing the order are those printed in this form and any other forms relating to these goods are to be used for administrative purposes only and do not form any part of this contract.

14.

The legal and beneficial ownership of all goods shall remain in Seller's name until payment has been made in full for the goods. If such payments are overdue in whole or in part, Seller shall be entitled (without prejudice to their other rights and conditions of sale) to recover possession of the goods and for that purpose by their employees or agents to enter upon Buyer's premises and to repossess the goods.

15.

All orders will be subject to a surcharge per invoice to cover handling charges. (This figure is variable and subject to change without notice).