UNIFIT Terms & Conditions of Sale for Business and Private Orders

These terms and conditions of sale shall apply to all Orders placed by the Purchaser. The Purchaser acknowledges that these terms and conditions govern all orders placed by it at any time and from time and as such constitute a binding agreement between the Purchaser and UNIFIT Ltd or its assigns (UNIFIT) upon acceptance of an order by UNIFIT.

Definitions

Order(s) the request made by the Purchaser or its agent to UNIFIT for the sale and delivery of certain Corporate Wear garments to the Purchaser, the details of which are contained either on the reverse side hereof or on any document requesting the supply of such garments, including additional, supplementary, and repeat orders. Purchaser: the party placing an order with UNIFIT or on whose behalf such order is placed and who is identified as such on the reverse side hereof.

Agreement

This document contains the entire agreement between the parties relating to the Orders and no party shall be bound by any undertaking, representation, warranty, promise or the like not recorded herein. No amendment of this agreement will constitute a novation of any of the terms of this agreement unless reduced to writing and signed by the Purchaser and UNIFIT. This agreement and all matters relating hereto shall be dealt with in accordance with the laws of Vietnam.

Price

The prices reflected in the UNIFIT Corporate Wear Price List, are exclusive of VAT and are applicable to all Orders, completed, signed and received by UNIFIT on or before the validity date as reflected in the Price List. Notwithstanding the above provision, UNIFIT may, in its sole discretion and without notice to the Purchaser, alter the prices and validity dated without incurring any obligation prior to acceptance of an Order. The prices exclude the costs of the delivery of the garments to the customers at its designated delivery address.

Credit Information

The Purchaser hereby consents to UNIFIT Limited on its assigns or verifying any application for credit made by the Purchaser to UNIFIT Limited or for any of the purposes contemplated

Payment

The Purchaser shall pay for the garments in full, before they are despatched from UNIFIT, as agreed between UNIFIT and the purchaser in respect of each specific order. Should the Purchaser fail to pay UNIFIT for the garments, UNIFIT may suspend the delivery of further orders until all sums which are due have been paid. Should the Purchaser cancel an Order, UNIFIT may charge the Purchaser a cancellation fee not exceeding 50% of the Orders shall bear interest at the rate of 2% above the prime bank overdraft rate charged from time to time, to its preferred customers, from due date until date of payment. The Purchaser shall not be entitled to attach any condition whatsoever to any payment made to UNIFIT, including the condition that any payment is made and tendered in full and final settlement. If the Purchaser attaches any such condition, UNIFIT will be entitled to accept payment on account and to exercise its rights in terms hereof as if no such condition had been attached.

Ownership and Delivery

Ownership of the garments ordered by the Purchaser shall remain vested in UNIFIT and shall not pass to the Purchaser until UNIFIT receives payment for the garments in full. While UNIFIT shall use its best endeavours to adhere to any specified delivery date, it shall not be bound by such date and accepts no responsibility for any loss, expense, or any other damages of whatsoever nature that may result from any delay in delivery.

Release

All garments displayed in the UNIFIT Corporate Wear catalogue are subject to availability. UNIFIT shall be released from the obligation to deliver any particular items of the Order if, for any good reason, it is unable to supply and deliver same to the Purchaser. In such event, UNIFIT shall not be liable for any loss of profit or damages, direct or indirect, consequential or otherwise that the Purchaser may suffer. Such release shall in no way affect or detract from the Purchasers obligation to pay for the remainder of the items reflected in the Order that are supplied and delivered to the Purchaser.

Risk

Notwithstanding the reservations of ownership as set out above, all risk in and to the garments shall pass to the Purchaser upon delivery.

Alterations

The sizes and lengths of the garments, as more fully reflected and specified in the catalogue, constitute the only sizes and lengths that are manufactured as part of the UNIFIT Corporate Wear Collection and accordingly, exceptions will not be made should such sizes or lengths not match the requirements of the Purchaser. Notwithstanding the above provision, should any particular garment be of an inappropriate size or length, UNIFIT may agree to alternative arrangements that may meet the Purchasers requirements. UNIFIT shall have the right, without notice and from time to time, to withdraw, modify, or alter the styles, fabrics and colours of any of its styles without incurring any liability.

Returns

In as much as each garment is delivered with detailed care instructions attached to it, UNIFIT shall not be responsible for any damage that may be caused to the garments due to incorrect laundering or general poor care.

Breach

Should the Purchaser breach any of the terms of this agreement or fail to make payment on due date of any monies owing by it to UNIFIT, UNIFIT may, without prejudice to any other rights which it may have in law, cancel the agreement without any prior notice to the Purchaser and claim any damages it may have suffered as a result of such breach, or claim payment of all monies which are owing to it. The Purchaser will be liable for all expenses incurred by UNIFIT in exercising any rights arising out of a breach of the Purchasers obligation or failure to pay any monies due by it, including legal charges as between attorney and own client, collection charges and tracing fees.

Signatory

Should the signatory hereto be a representative of the Purchaser, the signatory warrants that he/she is the duly authorised signatory of the Purchaser and that he/she may bind the Purchaser. The signatory by his/her signature hereto hereby binds himself/herself as surety and co-principal debtor in solidum with the Purchaser to and in favour of UNIFIT for payment of all sums of money which may at any time be owing by the Purchaser to UNIFIT in terms of any Order and which sums shall include all interest and any other charges that the Purchaser is liable to pay to UNIFIT.

Force Majeure

Should UNIFIT be unable to perform any of its obligations as a result of forces beyond its control from any cause whatsoever, UNIFIT shall be entitled, at its option, to cancel this agreement or to suspend performance of its obligations hereunder and shall not be liable for any loss or damage, consequential or otherwise resulting from such cancellation or suspension.

General

The Purchaser chooses as its domicilium citandi et executandi for all purposes hereunder, the physical address given by the Purchaser on any Order form. The Purchaser consents and submits to the jurisdiction of the Magistrates Court in respect of all actions or proceedings arising out of this agreement, notwithstanding that the amount of such claim may exceed the jurisdiction of such court. UNIFIT shall however not be precluded from instituting any action against the Purchaser in the High Court of Vietnam. UNIFIT will be entitled to verify the information contained in the Order and generally to make whatever enquiries it deems necessary. A certificate signed by any manager of UNIFIT (whose appointment need not be proved) as to the amount due and payable by the Purchaser to UNIFIT in respect of capital, interest and/or any other amount, and as to any details of any purchase or Order, will be prUNIFIT facie proof of the correctness of the contents thereof and shall be sufficient for the purposes of enabling UNIFIT to obtain summary judgment or provisional sentence against the Purchaser or the signatory. No amendment, variation, addition, alteration or consensual cancellation of an Order or any term of this agreement by the Purchaser shall be of any force of effect unless recorded in writing and signed and agreed to by UNIFIT. No Waiver of any of the terms and conditions of this agreement will be binding, for any purpose, unless reduced to writing and signed by such party. Any such Waiver will only relate to that specific Waiver and be for no other purpose.