Trendsetter Home Furnishings Limited

Terms and conditions for the purchase of goods

1. Interpretation
1.1 Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the company in the Trendsetter group which is specified in the Order or, if none is specified, Trendsetter Home Furnishings Limited (registered in England and Wales with company number 01298570).

Delivery date: the date specified in the Order, or, if none is specified, within three Business Days of the date of the Order.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods.

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(c) unless otherwise specified, words importing the singular include (where appropriate) the plural, words importing any gender include (where appropriate) every gender, and words importing persons include bodies corporate and unincorporated and natural persons; and

(d) a reference to writing or written includes faxes and emails.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by 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.

2.3 The Order shall be deemed to be accepted on the earlier of:

(a) the Supplier issuing a written acceptance of the Order; and

(b) the Supplier doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence.

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

3. The goods

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable Specification;

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;

(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 18 months after delivery, or such longer period as may be specified in the Order or Specification;

(d) are (where appropriate) delivered in packaging specified by the Customer and suitable for re-sale by the Customer;

(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3 The Customer may (but is not obliged to) inspect and test the Goods at any time before (or after) delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery

4.1 The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

(a) on the Delivery Date;

(b) at the Delivery Location; and

(c) during the Customer’s normal business hours, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4 Subject to any different provisions in the Order and/ or the Specification, if the Supplier:

(a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or

(b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.

5. Remedies

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies :

(a) to terminate the Contract;

(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to deliver the Goods at its own cost by a method to be specified by the Customer (including, without limitation, by air freight or by courier);

(d) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(e) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(f) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and

(g) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2 If the Goods are not delivered on the Delivery Date the Customer may at its option claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 100% of the total price of the Goods. If the Customer exercises its rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1 (other than that set out in clause 5.1(c)) in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

5.3 If the Goods do not comply with all of the undertakings set out in clause 3.1, the Customer may at its option claim or deduct 10% of the total price of the Goods.

5.4 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.5 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk

6.1 Unless specified otherwise in the Order, title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and payment

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

7.2 The price of the Goods:

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

(b) (unless specified otherwise in the Order) includes the costs of packaging, insurance and carriage of the Goods.

7.3 No extra charges shall be effective unless agreed in writing with the Customer.

7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice shall be sent to the Customer at its address (as set out in the Order) and that it includes the date of the Order, the invoice number , the Customer’s order number, the Supplier’s VAT registration number, the delivery note number and any supporting documents that the Customer may reasonably require.

7.5 The Customer shall pay correctly rendered invoices within 60 days of the later of Delivery and the receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.

7.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

8. Customer materials

8.1 The Supplier acknowledges that all materials, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk and not dispose or use them other than in accordance with the Customer’s written instructions or authorisation.

9. Indemnity

9.1 The Supplier shall keep the Customer indemnified 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 the Customer as a result of or in connection with:

(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

(b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

(c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

9.2 This clause 9 shall survive termination of the Contract.

10. Insurance

10.1 During the term of the Contract and for a period of two years thereafter (or such longer period as may be specified in the Order or Specification), the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

11. Confidentiality

11.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Customer, its employees, agents or subcontractors, and any other confidential information concerning the Customer’s business, its products and services which the Supplier may obtain. The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose such of the Customer’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

11.2 Without prejudice to the generality of clause 11.1, the Supplier shall not use or disclose the Customer’s name or identity, or the names or identities of the Customer’s customers to any other person without the Customer’s prior written agreement.

11.3 This clause 11 shall survive termination of the Contract.

12. Compliance with relevant laws and policies

12.1 In performing it obligations under the Contract, the Supplier shall:

(a) comply with all applicable laws, statutes, regulations and codes (including without limitation the ETI Base Code) from time to time in force; and

(b) comply with the Customer’s group’s anti-bribery policy, ethical sourcing implementation policy, and standards for business partnerships as displayed from time to time on the Customer’s website from time to time, or (if not so displayed) as communicated to the Supplier by the Customer from time to time.

12.2 The Customer may immediately terminate the Contract for any breach of clause 12.

13. Termination

13.1 The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five Business Days of that party being notified in writing to do so;

(b) the Supplier 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), 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;

(c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his 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;

(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

13.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.

14. Force majeure

14.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause which is not reasonably foreseeable and which is beyond its reasonable control (including fire, flood, explosion, epidemic, riot, act of God, war and terrorist activities, but not including any strike, lockout or other industrial action). If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate this Contract by giving 10 days’ written notice to the affected party.

15. General

15.1 Assignment and other dealings

(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

(b) The Supplier may not assign, transfer, mortgage, charge, 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 the Customer.

15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3 Entire agreement. 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.

15.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

15.5 Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 a.m. on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission; or, if sent by email, thirty minutes after it is dispatched, provided no message is received by the sender indicating that the email has not been delivered.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.8 Third party rights. No one other than a party to this agreement and their permitted assignee’s shall have any right to enforce any of its terms.

15.9 Governing law and Jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

STANDARDS FOR BUSINESS PARTNERSHIPS

 

The diverse Cultural, Social, Political and Economic environments of the various markets where the
Trendsetter Group (being Trendsetter Home Furnishings Limited and Baltic Fibres OU hereinafter
“Trendsetter”) has a business interest, could create a situation where we find ourselves indirectly
involved in the political priorities of different countries.

With all the potential for conflict implicit in these priorities we must ensure that we protect our
reputation and future business success from potential harm.

To maintain our high standards we believe this is best met through strong relationships with our
associates, and selecting Business Partners who share our ethics and support our standards of
business conduct.

As a UK registered firm Trendsetter expect all our employees and Business Partners to conform to
the conditions of the UK Bribery Act 2010. Further details of TRENDSETTER’s anti bribery policy
may be provided on request.

In addition we expect our Business Partners to operate in work places where the following standards
and practices are followed:-

CODE REQUIREMENTS.

Suppliers are expected to establish management systems for delivering compliance to this Code, and
maintain records demonstrating compliance. An individual in a senior management position should
be appointed to ensure compliance with the Code.

Suppliers are expected to communicate the requirements of this Code to all employees, suppliers
and any out workers or sub-contractors engaged in their supply chain. Suppliers should take steps to
ensure that their suppliers and sub-contractors comply with the requirements of this Code.

Suppliers shall comply with all applicable state and national laws in the countries in which they
operate and all relevant ILO conventions.as laid out in the ETI Base Code
(http://www.ethicaltrade.org/resources/key-eti-resources/eti-base-code)

Where these standards differ, the standard that provides workers with greater protection will
prevail.

EMPLOYMENT OF CHILDREN.

Children under the age of 15 shall not be recruited or employed, unless the local minimum age for
work or mandatory schooling specifies a higher age or if International Labour Organisation (ILO)
developing country exemptions apply. Children must not be exploited, denied education and their
health and safety must be protected. Children may participate in activities which culturally involve
the whole community over a period of time.

Children and young people under 18 shall not be expected to work throughout the night or under
potentially hazardous conditions.

If children or young people* are found working for any supplier, the supplier involved will be
expected to ease the practice and provide remediation for the children or young people concerned,
including support for the child to attend and remain in quality education until no longer a child as
well as maintaining an income for the child’s family. Suppliers shall clearly document and
communicate their policies for dealing with underage children identified even if there are no known
children employed.

(Reference: ILO Conventions 138 and 182, Recommendation 146 and 190)

 For the purposes of this policy young workers are defined as those aged between 16 and 18
years of age.

FORCED LABOUR.

There shall be no forced, bonded or involuntary labour of any description.

Suppliers shall allow their employees the right to leave after giving reasonable notice.

Workers shall not be required to lodge deposits or I.D. papers unless it is a legal requirement to do
so. In all circumstances these must be returned promptly upon cessation of employment.

(Reference: ILO Conventions 29 and 105, Recommendation 35).

HEALTH, SAFETY AND HYGIENE.

Every effort shall be made to provide a safe and hygienic working environment. Adequate steps
should be taken to prevent accidents and injury to health arising out of, associated with, or occurring
in the course of work.

Suppliers must complete fully documents risk assessments of all their sites and for all
accommodation provided, and regularly monitor risks posed to workers’ health and safety.

Suppliers are expected to assign a senior management representative to be responsible for health
and safety issues.

No worker shall be employed in potentially hazardous conditions without receiving adequate safety
training and supervision. Records of safety training must be available for inspection. Individual
workers must be able to demonstrate their understanding of the job and the ability to perform it to
at least the minimum standard required by the employer.

Suppliers shall provide essential items of protective clothing and safety equipment free of charge to
their workers.

Workers shall be provided with access to potable drinking water, clean toilets, and washing facilities.

Where provided, accommodation shall be safe, clean and meet the basic needs of workers.

Where management provides dedicated transport for the movement of the workforce to, from, or
within the workplace, these shall conform to the minimum standards set down in the appropriate
national transport legislation. In the absence of such legislation, the management shall make every
reasonable effort to minimise risk to the workforce whilst transporting them.

Food, beverages and domestic goods offered for sale to workers shall be at price levels no higher
than those prevailing nationally.

DISCIPLINE.

Physical abuse or discipline, the threat of physical abuse, sexual or harassment and verbal abuse or
other forms of intimidation is not acceptable.

Disciplinary and grievance procedures shall be clearly documented and communicated to all
employees. All disciplinary measures of a serious nature shall be recorded.

FREEDOM OF ASSOCIATION AND EMPLOYEE REPRESENTATION.

Suppliers shall recognise and respect the rights of workers to freely join associations (such as
workers councils, trade unions and workers associations) which can collectively represent their
interests. Employers shall not interfere with or attempt to dominate or control such bodies, nor
discriminate against workers choosing to belong to them.

Suppliers shall respect the rights of such workers associations to represent their members, and to
bargain collectively as defined and interpreted by the ILO and national legal framework.

Suppliers must share with their employees’ information which will affect working conditions, and
develop effective mechanisms for consultation.

Where the right to freedom of association and collective bargaining is not permissible under national
law, suppliers should facilitate the development parallel means of independent and free association
and bargaining.

(Reference: ILO Conventions 87, 98 and 135 and Recommendation 143 and 154).

WORKING HOURS.

Workers shall not be expected to work in excess of 48 hours per week or less if there is a lower
national limit or an agreed industry norm.

Overtime shall be voluntary, limited to no more than 12 hours per week, and not requested on a
regular basis; it shall be paid at a premium rate on in accordance with national legislation. Where
national or state law permits less than 12 hours per week overtime this shall be followed.

There shall be proper provision for rest and sleep. Breaks, holiday allowance and rest periods shall
be in full accordance with national law. Individual workers shall have on average at least one full
day’s rest per 7 days or the equivalent if shift work is involved.

EQUALITY OF TREATMENT.

There shall be no discrimination in hiring, compensation, access to training, promotion, termination
or retirement based on (but not limited to) gender, age, disability, national origin, race, marital
status, sexual orientation, political opinion, union (or non-union) membership, religion or caste.
Workers must not be expected to perform duties incompatible with their physical or mental abilities.

(Reference: ILO Conventions 100 and 111, Recommendations 90 and 111).

WAGES.

Wages and benefits shall be at least fully comparable with locally benchmarked industry norms or
national legal requirements, whichever is higher. Wages shall always be sufficient for basic needs
whilst still providing some discretionary income.

Before entering into employment, workers should be informed as to the payment process. Wages
shall be paid directly to the workers in the form of cash or cheques or into the workers’ nominated
bank account, at the agreed intervals and in full. Information relating to wages shall be available to
workers in an understandable form.

No deductions from wages, other than those required by national law, shall be permitted without
the express agreement of the worker concerned. Deduction from wages for disciplinary purposes
shall not be permitted.

(Reference: ILO Convention 131 and 90)

REGULAR EMPLOYMENT.

All workers shall be provided with simple, written contracts which must detail the terms and
conditions of their employment. Contracts should be in the appropriate language for each worker.

Employers must not employ workers on repeated temporary contracts or apprenticeship schemes
merely to avoid paying wages and other benefits given to permanent workers.

Employers shall encourage workers to participate in all state benefit schemes, especially sickness,
injury, and retirement pensions. They shall offer advice to do so if needed.

The company must take effective steps, which are at least in compliance with the requirement or
recommendations of government and/or local labour authorities, to avoid the employment of
workers who do not have the legal right to work.

ENVIRONMENT.

Suppliers shall seek to make continuous improvements in their environmental performance and, as a
minimum, comply with the requirements of local and international laws and regulations.
Suppliers shall make practical efforts to minimise the use of energy, water and raw materials: where
possible these resources shall be renewable.

Suppliers shall make practical efforts to minimise waste and dispose of it in a safe, efficient, and
environmentally responsible manner.

Suppliers shall avoid contamination of the local environment and ensure that air, noise and odour
pollution is within nationally defined limits.

Suppliers shall minimise chemical use and abide by international, national and sector specific Codes
of Practice for the use of pesticides and chemicals. Effluent waste should be discharged in line with
local and national legislation and in a way that does not cause harm the local environment or local
communities.

ANIMAL WELFARE.

Trendsetter will not accept animal products for use in their products from any species mentioned in
the Convention on International Trade in Exotic Species (CITES). Suppliers are expected to keep note
of species listed in this convention and update Trendsetter of any potential issues.

(http://www.cites.org/eng/disc/species.php)

All suppliers of natural fillings must be able to provide evidence that the birds involved in this supply
chain have not been subject to force feeding as well as not being subject to live plucking or live
harvesting.

The filling materials for our natural product ranges must be supplied from fully traceable and
approved sources that conform to the IDFL Supply Chain Traceability Audit.

European suppliers must provide certification that the natural fillings used in our products have
been harvested from dead birds as a by-product of the meat industry
Suppliers from China are required to be members of the China Feather and Down Industrial
Association (CFDIA) and be registered with the “CFDIA non-live plucked guarantee” scheme.

(http://www.cfd.com.cn/).

Suppliers of fillings and /or fabrics containing wool must ensure these do not contain mulesed wool.
Mulesing applies to the merino sheep mainly in New Zealand and Australia and further information
about mulesing, what it is and how to avoid mulesed wool can be found at
http://textileexchange.org/node/966.

Any failure of suppliers to comply with these requirements will result in an immediate cessation of
trade.

GIFTS, ENTERTAINMENT, INDUCEMENTS.

We recognise the importance of building strong relationships with our business partners and will
seek to do this through transparent and clear relationships.

Trendsetter staff, associates and Business partners will not offer inducements for increased or future
business and neither will they accept any such inducement.

Whilst gifts may be a sign of strengthening business relationships we expect these to be
proportionate to the size and length of the business relationship and to be no more than a token or
symbol of this. Gifts must be less than £30 in value or they will be returned.

Entertainment may be a useful way to build relationships but Trendsetter staff, associates or
business partners must only offer this when appropriate and not as an inducement to further
business. Entertainment must be proportionate to the size and length of business. Likewise
Trendsetter staff and associates will only accept entertainment that is proportionate to the size and
length of business and only when the business partner offering the entertainment is also present.

Date:
___________________________
Company Name:
___________________________
Signature:
___________________________
Company stamp:
___________________________
Name:
___________________________
Designation:
_____________________________________

 

WEBSITE T&Cs

ATTENTION: This legal notice applies to the entire contents of this website under the domain name www.nimbusbedding.com and to any correspondence by e-mail between us and you. Please read these terms carefully before using this Website. Using this Website indicates that you accept these terms. If you do not accept these terms, do not use this Website. This notice is issued by Trendsetter Home Furnishings Ltd (Company).

1. Introduction

1.1 You may access most areas of this Website without registering your details with us.

1.2 By accessing any part of this Website, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave this Website immediately.

1.3 The Company may revise this legal notice at any time by updating this posting. You should check this Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at this Website.

2. Licence

2.1 You are permitted to print and download extracts from this Website for your own use on the following basis:
(a) no documents or related graphics on this Website are modified in any way;
(b) no graphics on this Website are used separately from accompanying text; and
(c) the Company’s copyright and trade mark notices and this permission notice appear in all copies.

2.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. For the purposes of this legal notice, any use of extracts from this Website other than in accordance with paragraph 2.1 above for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.

2.3 Subject to paragraph 2.1, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company’s prior written permission.

2.4 Any rights not expressly granted in these terms are reserved.

3. Service Access

3.1 While the Company endeavours to ensure that this Website is normally available 24 hours a day, the Company shall not be liable if for any reason this Website is unavailable at any time or for any period.
3.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company’s control.

4. Visitor Material & Conduct

4.1 Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to this Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. The Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

4.2 You are prohibited from posting or transmitting to or from this Website any material:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(b) for which you have not obtained all necessary licences and/or approvals; or

(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or

(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

4.3 You may not misuse the Website (including, without limitation, by hacking).

4.4 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of paragraph 4.2 or paragraph 4.3.

5. Links to and from other websites

5.1 Any links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

5.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, the home page of this Website, and subject to the following conditions:

(a) you do not remove, distort or otherwise alter the size or appearance of the website;

(b) you do not create a frame or any other browser or border environment around this Website;

(c) you do not in any way imply that the Company is endorsing any products or services other than its own;

(d) you do not misrepresent your relationship with the Company nor present any other false information about the Company;

(e) you do not otherwise use any trade marks displayed on this Website without express written permission from the Company;

(f) you do not link from a website that is not owned by you; and

(g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

5.3 The Company expressly reserves the right to revoke the right granted in paragraph 5.2 for breach of these terms and to take any action it deems appropriate.

5.4 You shall fully indemnify the Company for any loss or damage suffered by the Company or any of its group companies for breach of paragraph 5.2.

6. Disclaimer

6.1 While the Company endeavours to ensure that the information on this Website is correct, the Company does not warrant the accuracy and completeness of the material on this Website. The Company may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website may be out of date, and the Company makes no commitment to update such material.

6.2 The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with this Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for this legal notice might have effect in relation to this Website.

7. Liability

7.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of the Company’s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website.

7.2 While we take all reasonable attempts to exclude viruses from this website, we cannot ensure such attempts will be successful and we do not accept any liability for such viruses. You are recommended to take all appropriate safeguards before downloading information from this website.

7.3 Nothing in this legal notice shall exclude or limit the Company’s liability for:

(a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or

(b) fraud; or

(c) misrepresentation as to a fundamental matter; or

(d) any liability which cannot be excluded or limited under applicable law.

7.4 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

7.5 You agree to defend, indemnify and hold us harmless from and against any and all claims, damages, costs and expenses arising from or related to your breach of any of these terms.

8. Governing Law and Jurisdiction

This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.