1.1

Paraflex means Paraflex Footwear Ltd 2003, its successors and assigns.

1.2

These terms shall be given a fair, large and liberal interpretation to the fullest extent permitted by law and shall not be construed against Paraflex.

2.1

These terms apply to all offers, quotations and agreements entered into between Paraflex and the Customer for the supply of goods and services.

2.2

The placement of an order shall be deemed to be acceptance of these terms by the Customer.

2.3

In the case of any conflict arising between these terms and any other terms of the Customer, these terms shall prevail.

3.1

All prices are quoted on prevailing rates. Paraflex reserves the rights to alter its prices at any time and to pass on any cost increases to the Customer.

3.2

Any increase in costs to Paraflex for goods or services whenever and howsoever, including exchange fluctuations arising between date of acceptance of order and date of delivery, shall be payable by the Customer.

3.3

When applicable Goods and Services Tax and freight shall be charged and payable in addition to the quoted price.

3.4

Quotations remain open for acceptance for a period of 30 days or as mutually agreed. Any offer may be withdrawn by Paraflex at any time before acceptance.

3.5

Once given, an order may not be cancelled without the written consent of Paraflex.

4.1

Payment of the price and any price increases shall be made in full without deduction on the 20th of the month following invoicing.

4.2

Payment by bill of exchange or cheque shall not be considered payment until the bill of exchange or cheque has been credited to Paraflex’s bank account.

5.1

Paraflex warrants all the goods manufactured by it against faulty workmanship or materials for 30 days and agrees in the first instance to repair before replace the same at its cost (excluding travelling costs and expenses).

5.2

No claim will be met for damages due to fair wear and tear, misuse, neglect or accident.

5.3

This warranty will be effective only where the Customer has complied with its payment obligations. To the fullest extent permitted by the law, this warranty shall be the Customer’s sole remedy against Paraflex.

6.1

To the fullest extent permitted by law, Paraflex shall not otherwise be liable, whether under any statute, regulation, by-law or at common law or otherwise, for any damage loss or injury caused by any defect or non-compliance of the goods or services of Paraflex. Paraflex shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever nor shall Paraflex be liable for any damage or loss caused to the Customer’s employees, agents, customers or other persons whomsoever.

7.1

Delivery shall occur when Paraflex hands possession and control of the goods to the Customer or to a third party for transportation. Thereafter the goods shall be at the sole risk of the Customer and all costs of insurance, freight and delivery shall be paid by the Customer.

7.2

Delivery shall be during the usual hours of business to the address nominated by the customer and shall be completed on the goods being left at that address.

7.3

The goods may not be returned except with the written consent of Paraflex and in that event on terms prescribed by Paraflex who may, inter alia, impose a handling fee equal to 20% of the price of the goods.

7.4

Claims in respect of incorrect delivery must be made in writing within 24 hours of delivery.

7.5

Paraflex shall not be liable for any delay in delivery nor for non-delivery due to causes of whatever kind beyond Paraflex’s control.

8.1

Title to the goods is retained by Paraflex and shall only pass to the customer when Paraflex has received payment in full as prescribed in condition 4, but the risk shall pass to the Customer.

8.2

Until payment in full has been made for the goods and all other sums due to Paraflex, the Customer acknowledges and agrees as follows:

8.2.1

The goods are held by the customer as bailee and may only be resold as the agent for and on behalf of Paraflex;

8.2.2

Paraflex may without notice to the Customer repossess the goods. Paraflex shall not be liable to the Customer nor to any third party for such recovery nor for any resultant loss or damage. The Customer indemnifies Paraflex from any claims made against Paraflex arising out of and by virtue of such repossession;

8.2.3

On repossessing the goods Paraflex shall be at liberty to cancel the contract and resell the goods at such time and for such price and on such terms and conditions as Paraflex deems appropriate. Paraflex shall be entitled to the cost of repairing and refurbishing the goods (if necessary) and to a handling fee equal to 20% of the price of the goods. Paraflex may deduct from the resale proceeds all amounts payable pursuant to the provision of this contract and recover from the customer any deficiency.

8.2.4

If one or more of the provisions of this clause 8 shall be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect.

9.1

Credits for returned goods are at the discretion of Paraflex. All customer credit requests in the first instance must be prior communicated by telephone, email, or fax. No credit will be accepted, provided the goods:

9.1.1

are returned within 14 days of receipt;

9.1.2

are returned freight free;

9.1.3

are in good saleable condition in original packaging, unsoiled and undamaged;

9.1.4

are accompanied by number and date of supplying invoice;

10.1

Paraflex shall not be deemed to have waived any conditions hereof unless the waiver is in writing. Paraflex’s rights powers and remedies remain in force notwithstanding any forbearance or delay on its part. Paraflex may exercise its rights and powers hereunder and at law or in equity at such time and in such manner as it sees fit.

11.1

These terms and conditions express the whole agreement of Paraflex and the Customer and shall not be subject to change without the agreement in writing of the customer and a principal officer of Paraflex.