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Terms and Conditions of Sale

Effective: March 2021

1.  Interpretation

1.1 Definitions:

Advertising Material

as more particularly defined in clause 2.5 of these Conditions.

Approval Form

the written confirmation provided by the Customer to Rowlinson Knitwear which confirms approval of the sample of the Branded Goods (‘Sample’) that has been provided by Rowlinson Knitwear to the Customer, based on the information contained in the Design Request, prior to Rowlinson Knitwear commencing production of the Goods detailed in the Order Confirmation(s).

Branding

the embroidery, imprint, logo, graphic mark, symbol, design, characteristic and or text to include but not limited to any typeface and/or colour to be applied or affixed to the Goods, details of which are as more particularly set out and/or referred to in the Approval Form.

Business Day

a day other than a Saturday, Sunday or public holiday in England, when banks in London are  open for business.

Care

as more particularly defined in clause 5.3.2.3 of these Conditions.

Conditions

the terms and conditions set out in this document as amended from time to time in accordance with clause 11.7 of these Conditions.

Contract

the contract between Rowlinson Knitwear and the Customer for the sale and purchase of the Goods, in accordance with these Conditions.

Customer

the person or firm who purchases the Goods from Rowlinson Knitwear.

Customer IPRs

all Intellectual Property Rights relating to the Design Request and/or Branding of which the Customer is the owner or licensee and which are disclosed, licensed or provided to Rowlinson Knitwear pursuant to this Agreement.

Design Request

the most current details of the Branding supplied by the Customer to Rowlinson Knitwear in a hard copy or electronic/digital form.

End User

the consumer who ultimately purchases the Goods and/or purchases and wears the Goods.

Delivery Location

has the meaning given in clause 4.1.

Force Majeure Event

an event, circumstance or cause beyond a party's reasonable control.

Goods

the goods (or any part of them) set out in the Order, and were appropriate including any Branding.

Intellectual Property  Rights or IPRs

patents, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Confirmation

written acceptance by Rowlinson Knitwear of the Order.

Order

the Customer’s order for the Goods including were appropriate any Design Request as set out the Customer’s purchase order form; or as set out during any telephone order placed by or on behalf of the Customer and any Design Request issued prior to the Order Confirmation being issued.

Product Code

the unique identifier assigned to any finished Goods as more particularly set out in the most recent version of Rowlinson Knitwear’s product brochure (for the avoidance of doubt to include any brochure, product or price guide or equivalent material appearing on Rowlinson Knitwear’s website(s).

Rowlinson Knitwear

Rowlinson Knitwear Limited whose registered office is at Unit 1a Discovery Park, Crossley Road, Stockport, England, SK4 5DZ registered in England and Wales with company number 01072854.

1.1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.1.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.1.5 A reference to writing or written includes email but not fax.

2.  Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and are complete and accurate in all respects.

2.3 The Order shall only be deemed to be accepted, when Rowlinson Knitwear issues an Order Confirmation to the Customer, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by Rowlinson Knitwear and any descriptions or illustrations contained in or on Rowlinson Knitwear’s catalogues, brochures and/or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force (“Advertising Material”). For the avoidance of doubt, the Design Request and Approval Form are not included within the definition of Advertising Material. The Customer acknowledges and agrees that the Approval Form has contractual force and it part of the Contract.

2.6 A quotation for the Goods given by Rowlinson Knitwear shall  not constitute an offer. A quotation shall unless agreed otherwise in writing with only be valid for a period of 30 Business Days from its date of issue.

2.7 The Customer acknowledges and agrees that it is responsible for ensuring that the content of the Design Request and the Approval Form are complete and accurate in all respects.

2.8 The Customer may not vary, amend, or cancel an Order without the prior written consent of Rowlinson Knitwear (“Consent”). In the event that Rowlinson Knitwear gives Consent, the Customers liability to Rowlinson Knitwear will be the payment of all costs incurred by the Rowlinson Knitwear in fulfilling the Order up until the date of Consent being granted. 

2.9 In the event that the Customer seeks to vary or amend the initial or any subsequently varied Approval Form (“Variation”) the Customer acknowledges and agrees that it will be responsible for the payment  of all costs incurred by the Rowlinson Knitwear in connection with  the Variation in addition to the price for the Goods as set out in the Order Confirmation.

2.10 For the avoidance of doubt no Goods are sold to the Customer  by Rowlinson Knitwear on a ‘sale or return basis’.

3.  Goods

3.1 The Goods are described in Rowlinson Knitwear’s catalogue and/ or website as modified by any information contained in the Design Request, Confirmation Form and Branding.

3.2 The Customer hereby acknowledges and agrees that:

3.2.1 the details of the Branding confirmed by the Customer in the Approval Form provided to Rowlinson Knitwear, to include but not limited to, the measurements and the position of the Branding, are correct and accurate; and

3.2.2 Rowlinson Knitwear cannot accept the return of any Goods if the reason for the return is that the Customer has provided Rowlinson Knitwear with Branding in the Order, Design Request or the Approval Form that are incorrect in any way.

3.3 Rowlinson Knitwear will apply the Branding in accordance with the Customers instructions as more particularly set out in the Approval Form.

3.4 Rowlinson Knitwear reserves the right to amend the Branding and/ or specification of the Goods if required by any applicable statutory or regulatory requirements.

3.5 Rowlinson Knitwear acknowledges that the Customer IPRs are and remain the exclusive property of the Customer or, where applicable, the third party licensor from whom the Customer derives the right to use them.

3.6 The Customer grants to Rowlinson Knitwear a non-exclusive, transferable, royalty-free licence (including the right to grant sub-licences to permitted subcontractors) to use the Customer IPRs solely for the purpose of performing its obligations under this Contract.

3.7 Rowlinson Knitwear’s use of any Branding is limited to applying it to the Goods in the form and manner specified by the Customer in the Order Confirmation, and not otherwise.

3.8 The Customer shall indemnify Rowlinson Knitwear against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Rowlinson Knitwear arising out of or in connection with the use by Rowlinson Knitwear of the Customer IPR and any claim that such use infringes any intellectual property rights or moral rights of any third party.

4. Delivery

4.1 Rowlinson Knitwear shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the despatch date, despatch note number and sales order number. Rowlinson Knitwear shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree in writing (“Delivery Location 1”) at any time after Rowlinson Knitwear notifies the Customer that the Goods are ready. Or in the alternative the Customer has arranged to collect the Goods from Rowlinson Knitwear’s premises at Unit 1a Discovery Park, Crossley Road, Stockport, England, SK4 5DZ or such other alternative location as may be advised by Rowlinson Knitwear prior to delivery (“Delivery Location 2”) within three Business Days of Rowlinson Knitwear notifying the Customer that the Goods are ready.

4.2 Delivery is completed on the completion of the unloading of the Goods at the Delivery Location 1; or in the alternative in the event that the Customer has arranged to collect the Goods at Delivery Location 2 then, Delivery is completed on the completion of the loading of the Goods onto the transport vehicle supplied by the Customer at the Delivery Location 2.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery at either Delivery Location 1 and Delivery Location 2 is not of the essence. Rowlinson Knitwear shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Rowlinson Knitwear with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If Rowlinson Knitwear fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Rowlinson Knitwear shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Rowlinson Knitwear with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 Save for circumstances, when the parties agree that Rowlinson Knitwear will store the Goods on behalf of the Customer then if following ten Business Days after the day on which Rowlinson Knitwear notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them at Delivery Location 1, or taken Delivery at Delivery Location 2, Rowlinson Knitwear may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. The Customer hereby acknowledges and agrees that if the Goods are of a bespoke nature and have been customised in accordance with the Branding then in that event Rowlinson Knitwear will be unable to resell the Goods.

4.6 If Rowlinson Knitwear delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them and/or any subsequent instalment any/or other goods ordered subsequent to the Order and constituting a separate order, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

4.7 Subject to the provisions of clause 4.8, Rowlinson Knitwear may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.8 In the event that the Customer has agreed with Rowlinson Knitwear that it will store, all or some of the Goods for such periods as may be agreed with the Customer (‘Customer Storage’), then notwithstanding any Customer Storage arrangement that is put in place, the Customer will pay for the entirety of the Goods strictly in accordance with the provisions of these Conditions and in particular clause 7.

5. Quality

5.1 Rowlinson Knitwear warrants that on delivery the Goods shall:

5 .1.1 conform in all material respects with their description in the Order Confirmation and if appropriate any Approval Form; and

5.1.2 be free from material defects in design, material and workmanship; and 5 .1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to Rowlinson Knitwear within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 Rowlinson Knitwear is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by Rowlinson Knitwear) returns such Goods to Rowlinson Knitwear’s place of business Rowlinson Knitwear shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Rowlinson Knitwear shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

5.3.1 the Customer or End User makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer and/or the End User failed to:

5.3.2.1 treat the Goods with reasonable care; or

5.3.2.2 make use of them in a reasonable manner; or

5.3.2.3 follow Rowlinson Knitwear’s oral or written instructions as to the storage, use and/or care of the Goods for the avoidance of doubt, to include, but not limited to washing instructions, and/ or stretching, and/or subjecting the Goods to excess ware and abrasion and/or ensuring the Goods are stored out of direct sunlight, or (if there are no such instructions) failing to follow reasonable care and practice regarding the same (“Care”);

5.3.3 the defect arises because the Customer has failed to inform the End User to follow oral or written instructions as to the Care;

5.3.4 the defect arises as a result of Rowlinson Knitwear following any drawing, design, including Design Request or any information relating to Branding, for the avoidance of doubt to include, but not limited to any information set out in the Order, Design Request and/or the Approval Form supplied by the Customer;

5.3.5 the Customer or End User alters or repairs the Goods without the prior written consent of Rowlinson Knitwear;

5.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal and/or inappropriate Care, use, storage or other material conditions; or

5.3.7 the Goods differ in a material respect from their description and/or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Rowlinson Knitwear shall have no liability to the Customer and/or the End User in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Rowlinson Knitwear.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1 Rowlinson Knitwear receives payment in full (in cash or cleared funds) for the Goods and any other goods that Rowlinson Knitwear has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rowlinson Knitwear’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 notify Rowlinson Knitwear immediately if it becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and

6.3.5 give Rowlinson Knitwear such information as Rowlinson Knitwear may reasonably require from time to time relating to:

6.3.5.1 the Goods; and

6.3.5.2 the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rowlinson Knitwear receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as Rowlinson Knitwear’s agent; and

6.4.2 title to the Goods shall pass from Rowlinson Knitwear to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, Rowlinson Knitwear:

6.5.1 may by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, Rowlinson Knitwear and/or its nominees, may at the expense of the Customer and at it sole discretion, immediately and without notice enter any premises of the Customer or of any third party, with such other personnel where the Goods are stored in order to recover them.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order

Confirmation, or, if no price is quoted, the price set out in Rowlinson Knitwear’s published price list in force as at the date of delivery.

7.2 Subject always to the provisions of clause 2.8 of these Conditions Rowlinson Knitwear may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond Rowlinson Knitwear’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or any Branding; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Rowlinson Knitwear adequate or accurate information or instructions.

7.3 The price of the Goods:

7.3.1 excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Rowlinson Knitwear at the prevailing rate, subject to the receipt of a valid VAT invoice; and

7.3.2 subject to the provisions of clause 7.3.3 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer, unless the Order Confirmation is for a sum in excess of £175 plus VAT when such sum shall be inclusive of the cost of packaging, insurance and transport; and

7.3.3 in relation to any Orders placed outside of mainland UK, regardless of the value of the Order, the Customer shall be responsible for the costs and charges of packaging, insurance and transport of the Goods

7.4 Rowlinson Knitwear may invoice the Customer for the Goods on or at any time after the Order Confirmation has been issued.

7.5 The Customer shall pay each invoice submitted by Rowlinson Knitwear:

7.5.1 in accordance with any payment terms agreed by Rowlinson Knitwear and confirmed in writing to the Customer (“Payment Terms”);

7.5.2 in the absence of any agreed Payment Terms, payment shall be due in full on the date of the Order Confirmation; and

7.5.3 in pounds sterling and in cleared funds to a bank account nominated in writing by Rowlinson Knitwear, and time for payment of each invoice submitted by Rowlinson Knitwear shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to Rowlinson Knitwear under the Contract by the due date, then, without limiting Rowlinson Knitwear’s remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 7.8 The Customer hereby acknowledges and agrees that it will indemnify Rowlinson Knitwear for all administrative costs and expenses (including legal costs) incurred by it in connection with the recovery and collection of any overdue sum due by the Customer to Rowlinson Knitwear pursuant to these terms.

8. Limitation of liability

8.1 Rowlinson Knitwear has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Rowlinson Knitwear has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

8.3.1 death or personal injury caused by negligence;

8.3.2 fraud or fraudulent misrepresentation;

8.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

8.3.4 defective products under the Consumer Protection Act 1987.

8.4 Subject to clause 8.3, Rowlinson Knitwear’s total liability to the Customer shall not exceed £5,000,000.

8.5 Subject to clause 8.3, the following types of loss are wholly excluded:

8.5.1 loss of profits;

8.5.2 loss of sales or business;

8.5.3 loss of agreements or contracts;

8.5.4 loss of anticipated savings;

8.5.5 loss of use or corruption of software, data or information;

8.5.6 loss of or damage to goodwill; and

8.5.7 indirect or consequential loss.

8.6 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, Rowlinson Knitwear may terminate this Contract with immediate effect by giving written notice to the Customer if:

9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within three days of that party being notified in writing to do so;

9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

9.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, Rowlinson Knitwear may suspend provision of the Goods under the Contract or any other contract between the Customer and Rowlinson Knitwear if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or Rowlinson Knitwear reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, Rowlinson Knitwear may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to Rowlinson Knitwear all of Rowlinson Knitwear’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Rowlinson Knitwear shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. Force Majeure

10.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

10.1.1 acts of God, flood, drought, earthquake or other natural disaster;

10.1.2 epidemic or pandemic;

10.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

10.1.4 nuclear, chemical or biological contamination or sonic boom;

10.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

10.1.6 collapse of buildings, fire, explosion or accident;

10.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Customer seeking to rely on this clause, or companies in the same group as the Customer);

10.1.8 non-performance by suppliers or subcontractors; and

10.1.9 interruption or failure of utility service.

10.2 Provided it has complied with clause 10.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

10.3 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.

10.4 The Affected Party shall:

10.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 10 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, it’s likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

10.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

10.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 26 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 2 weeks’ written notice to the Affected Party.

11. General

11.1 Assignment and other dealings.

11.1.1 Rowlinson Knitwear may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rowlinson Knitwear.

11.2 Confidentiality.

11.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.2.

11.2.2 Each party may disclose the other party’s confidential information:

11.2.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

11.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11.4 Anti-bribery and anti-corruption.

11.4.1 The parties shall each:

11.4.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

11.4.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

11.4.1.3 have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements,

11.4.1.4 notify the other party (in writing) if it becomes aware of any breach of clause 11.4.1.1 or clause 11.4.1.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Contract;

11.4.1.5 immediately notify the other party (in writing) if  a foreign public official becomes an officer or employee of that party or acquires a direct or indirect interest in the party in question.

11.5 Breach of clause 11.4 shall be deemed a breach of a material clause under clause 9.1 of these Conditions.

11.6 For the purpose of clause 11.4, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 11.6 a person associated with a party includes but is not limited to any subcontractor of a party.

11.7 Entire agreement.

11.7.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.7.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

11.8 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.9 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.10 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.11 Notices.

11.11.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

11.11.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

11.11.1.2 sent by email to the address most recently used by the respective parties.

11.11.2 Any notice shall be deemed to have been received:

11.11.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

11.11.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

11.11.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.11.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.11.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.11.4 A notice given under the Contract is not valid if sent by fax.

11.12 Third party rights.

11.12.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.12.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.13 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.14 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation