GENERAL SALE AND DELIVERY CONDITIONS 2010 ASICS UK LIMITED

1. Definitions

1.1. ASICS: "ASICS" means ASICS UK Limited, the user of these General Conditions.

1.2. Buyer: "Buyer" means any (legal) person or legal entity to whom ASICS directs quotes/offers and the (legal) person or legal entity who places an order with ASICS, the (legal) person or legal entity with whom ASICS enters into a contract and furthermore the (legal) person or entity with whom ASICS has any legal relationship and in addition, said (legal) person's representative(s), agent(s), legal successors and heir(s). ASICS is only bound by contracts and other commitments made by duly authorized representatives of ASICS.

1.3. Parties: "Parties" means the Buyer and ASICS jointly.

1.4. Products: "Product(s)" means all products, work and services which ASICS provides to the Buyer, or for which offers are presented.

1.5. A duly authorized representative: "duly authorized representative" means ASICS' representatives registered with the Trade Register of the Chamber of Commerce and any person granted power of attorney in writing by such registered representatives, subject to the limitations set forth in the Trade Register or said power of attorney. The Buyer acknowledges that it does not rely on any representations by ASICS which are not so confirmed.

1.6. Working days; "working days" means Monday to Friday, excluding public holidays and all days designated as a holiday by ASICS' management or in ASICS' terms of employment.

2. Applicability

2.1. These General Conditions apply to all ASICS' quotes/offers, all orders of the Buyer accepted by ASICS, all contracts ensuing from or related thereto and all legally binding transactions, deliveries and work effected by ASICS, and legal relationships made between ASICS and Buyer in the future.

2.2. In so far as ASICS, in connection with the above, has already made other contracts with the Buyer, including a distribution contract, the provisions of such other contracts shall prevail. Deviations from, and additions to, these General Conditions shall only bind ASICS if they have been mutually agreed in writing.

2.3. ASICS explicitly rejects the general conditions of the Buyer and/or other conditions, to which the Buyer agrees by maintaining the order, or by acceptance of the confirmation by ASICS.

2.4. If one or more provisions of these General Conditions turn out to be void or are declared void, the other provisions of these General Conditions, or the contracts made between the Buyer and ASICS to which these Conditions apply shall remain in full force.

3. Offer

3.1. All quotes, price specifications and offers of ASICS are without commitment, unless the contrary is explicitly announced in writing by ASICS' duly authorized representative.

3.2. The (sales) contract shall be deemed to have been concluded if an order placed by the Buyer has been confirmed in writing by ASICS, and/or ASICS executes such order. If the Buyer places an order which has not been preceded by an offer from ASICS, the latter shall only be bound if it confirms the order in writing within 10 working days or if it commences carrying out the order within 10 working days.

3.3. ASICS reserves the right to make any changes in the specification of the Products which are required to conform to any applicable statutory law or EC requirements.

3.4. Any typographical, clerical error or omission in any sales literature, quotation, price list, invoice or other document issued by ASICS shall be subject to correction without any liability on the part of ASICS.

4. Delivery term

4.1. ASICS shall deliver the Products at the time as specified in writing in the definitive order confirmation.

4.2. The Products may be delivered by ASICS 10 days in advance or after the confirmed delivery date.

4.3. The delivery time shall not be of the essence. Therefore in the event of late delivery, ASICS must be formally declared in default by the Buyer and must thereafter be granted an additional reasonable term of at least fifteen (15) working days to satisfy its obligations. If the extended term is exceeded the Buyer shall solely be entitled to dissolve the agreement with respect to the Products not delivered.

4.4. The dissolution as referred to in Article 4.3 can also extend to Products already delivered on the basis of the same contract, provided that said Products, according to the contract (order and/or order confirmation) should have been delivered as a set.

4.5. In the event of a valid dissolution as referred to in Article 4.3 and 4.4 the Buyer is entitled to return the Products to ASICS at ASICS' expense and risk and to demand that ASICS repays payments already made.

5. Delivery and risk

5.1. Unless otherwise agreed to in writing, delivery shall be delivery Ex Works.

5.2. If ASICS undertakes any responsibility for shipment, it shall arrange such shipment as it deems fit. ASICS is bound to properly and conveniently pack the Products.

5.3. ASICS reserves the right to make and settle partial deliveries and the Buyer shall be obliged to accept partial deliveries, unless mutually agreed otherwise in writing. ASICS shall be entitled to separately invoice the Buyer for these partial deliveries and the Buyer shall be obliged to pay such invoices as if they concerned separate contracts.

5.4. The Buyer is obliged to take the Products at the agreed place/places at the time they are made available to it even if delivery takes place later or earlier than agreed. Acceptance of the Products shall be effectuated by signing the order receipt by the Buyer or by the party receiving the Products on behalf of the Buyer.

5.5. If the Buyer remains in default, not limited to but including a refusal to accept prompt delivery or negligence in providing necessary information or instructions for delivery by ASICS, the associated costs (including but not limited to additional delivery, storage and insurance costs and any other costs incurred along with any loss arising in connection with this default) are at its expense.

5.6. If Products ordered by the Buyer are available but are not accepted /taken by the Buyer, ASICS is entitled: a) either to effect delivery of the Products by a written notice from ASICS, in which case the Products as of the time of the sending of such notice shall be stored at the expense and risk, including the risk of a deterioration in quality, of the Buyer; b) or to dissolve the contract with the Buyer in whole or in part in the manner set out in Article 17 hereafter, and sell and deliver the Products to (a) third party or parties, without any liability towards the Buyer. In such case the Buyer is liable for any damage suffered by ASICS due to the non-acceptance by the Buyer, including any shortfall below the contractual price.

5.7 The risk of loss or damage in the Products passes to the Buyer on the date of legal and/or de facto delivery of the Products to the Buyer whichever comes sooner, which are thereby placed in the control of the Buyer or of a third party designated by the Buyer, even if title to the Products has not yet passed.

6. Delivery on demand

6.1. ASICS can agree delivery on demand with the Buyer. This entails that the Buyer orders a certain number of Products at one time and then determines when a certain quantity of Products is to be delivered (on demand) by ASICS. The Buyer is obliged to take the total quantity of Products within the agreed time period, or in absence thereof within three (3) months upon the conclusion of the relevant sales contract.

6.3. If the Buyer fails to take the total quantity of Products within the applicable time period in the order, the provisions of Article 5.6. apply.

6.4. If no time is agreed between the Parties within which the total quantity of Products must have been taken by the Buyer, three (3) months after the conclusion of the contract, ASICS has the right to full payment of the total quantity of Products by the Buyer, unless mutually agreed in writing.

7. Prices and billing

7.1. Unless otherwise indicated by ASICS in writing, the prices specified by ASICS in the offer, order confirmation and (sales) contract shall be based on delivery Ex Works (Incoterms 2000) and are exclusive of sales tax and other costs.

7.2. Payment must take place in the currency indicated in writing by ASICS or in absence thereof in POUNDS STERLING unless otherwise agreed in writing. Any obvious price discrepancies are at the Buyer's risk, unless otherwise agreed in writing.

7.3. ASICS reserves the right to charge the Buyer a proportional price increase if after the making of the contract or after the placement of an order an increase occurs in one or more price-determining factors, including production costs, salary costs, premiums, raw materials or any (additional) taxes or duties imposed by any government.

7.4. The provisions of Article 7.3. also apply if the changes in the price-determining factors referred to are the result of circumstances which could be foreseen when the contract was made.

7.5. If the application of Article 7.3 were to lead to a price increase of 10% or more of the original invoice value and the price increase does not ensue from the law, the Buyer has the right to terminate the contract by registered mail, within one week after ASICS has announced it is increasing the agreed price, failing which the price increase shall be deemed accepted by the Buyer. Any termination by the Buyer in accordance with this Article shall not result in any liability for ASICS.

7.6. ASICS is entitled, if the net invoice amount of the order placed is lower than 150 pounds, to charge the Buyer a supplemental charge of 5 pounds to cover carriage costs. If the Buyer pre-orders or places several orders at the same day, of which the individual net invoice amount however is lower than 150 pounds, the supplemental charge is also applicable.

8. Payment

8.1. Unless otherwise agreed to in writing, the Buyer must effect payment on a net basis by the 30th of the month following the month of invoice, without prejudice to ASICS' right to demand a down payment when making the contract. Time is of the essence with regard to this term; upon the expiry of said term the Buyer shall automatically be in default. The day of payment shall be the date on which the amount due has been credited to the bank account of ASICS. All accounts which are settled by the 20th of the month following the month of invoice will be entitled to a 2% settlement discount.

8.2. The Buyer shall not be entitled to invoke any set-off or rights of suspension against claims which the Buyer has on ASICS.

8.3. In the event of non-payment within the term referred to in Article 8.1 the Buyer shall be liable to pay interest on the overdue amount at an annual rate of [3]% above the prevailing base rate of Barclays Bank plc, which interest shall accrue on a daily basis from the date payment becomes overdue until ASICS has received full payment of the overdue amount together with all interest that has accrued, and shall be payable within thirty (30) days of receipt of ASICS' invoice in respect of the same.

8.4. In the event of non-payment within the term referred to in Article 8.1, the Buyer shall owe extra-judicial costs reasonably incurred to obtain such payment. Such costs shall in any event include the costs of collection agencies, process servers and attorneys.

8.5. Payments made by the Buyer shall always serve to pay all interest and costs owed and then to pay all claims under the contract which have been outstanding the longest, even if the Buyer states that the payment relates to another claim.

8.6. ASICS at all times has the right to demand prepayment or COD payment from the Buyer of (a part of) the amount owing by it, or security, including an irrevocable bank or insurance guarantee, for the performance of all obligations under the heading of the contract if the Buyer is in default with any payment obligation or if ASICS has reasons to fear that the Buyer will not timely or fully meet its payment obligations under the relevant contract.

8.7. If the Buyer has not fulfilled its payment obligations, or if the Buyer has not provided the security or advance payment as referred to in this Article, ASICS may refuse delivery.

8.8. If prepayment or security as referred to in Article 8.6 has not been made or given by the Buyer within 14 days after notification by ASICS, ASICS may cancel the order and claim any related damages from the Buyer, including but not limited to the associated costs (such as storage and insurance costs and any other costs incurred along with any loss arising in connection with this default of the Buyer).

9 Defects/Complaints

9.1. The Buyer shall comply with ASICS' instructions relating to the method of storage and treatment of the Products delivered. Upon receipt of the Products, the Buyer shall be obliged to inspect the Products for visible defects. The Buyer shall in particular examine whether the correct Products have been delivered and whether the quantity of the delivered Products conform to that agreed upon.

9.2. Any visible defects must be reported to ASICS in writing within ten working days after receipt of the Products. If the Buyer could reasonably have discovered the defects only later (= hidden defects), complaints related thereto must be reported to ASICS in writing within ten working days after the Buyer discovered or should have reasonably discovered the defect. The Buyer must report its complaint regarding the Products or delivery in writing directly with ASICS accurately setting out the nature and grounds of the complaint and with submission of a photo picture of the relevant Product, the relevant packing note and relevant invoice number or in accordance with the then applicable ASICS defects procedure which may be amended from time to time.

9.3. If Products are made as a special order in accordance with the Buyer's own specifications, ASICS shall not be liable for defects in the Products arising as a result of the Buyer's specification and the Buyer shall indemnify ASICS against any and all losses, damages and expenses incurred as a result of any of such defects.

9.4. The right of the Buyer to complain about defects or shortages shall lapse if the defect or the damage is reported too late or one year after the delivery to the Buyer, whichever occurs first, unless a different time period has been mutually agreed. Even if the Buyer complains in a timely fashion, it shall remain obliged to pay for and take receipt of all Products delivered under any order placed. The Buyer is not allowed to suspend any of its obligations towards ASICS.

10. Force majeure

10.1. ASICS shall not be liable for any damage incurred by the Buyer in case of improper or non-performance if this is due to the occurrence of events which cannot be attributed to ASICS on the basis of either ASICS' fault, or by virtue of law, agreement or generally prevailing opinion ("force majeure").

10.2. Within the meaning of this Article, force majeure shall include but is not limited to strikes, lack of raw materials, machine failure, fire, accident, civil disturbance, industrial actions or trade disputes, delays in deliveries by suppliers and transportation problems and any other circumstances beyond ASICS' reasonable control. These circumstances shall constitute force majeure for both ASICS and its dedicated suppliers.

10.3. Both Parties are bound to immediately inform the other Party in writing when a situation of force majeure arises. 10.4. If a delivery term is exceeded with more than 2 months as a result of force majeure, each Party is entitled to dissolve the contract without the need for notice of default or judicial intervention.

11. Warranty/Return Shipment

11.1. ASICS warrants that the Products will be free from defects in material and workmanship for a period of 12 months from the date of delivery.

11.2. ASICS shall take all reasonable endeavors to ensure that the delivered Products are identical to the sample ranges and swatches presented to the Buyer. However, variations in quality, quantity, width, color, finish, size or workmanship and the like, which are considered by the trade to be permissible or are technically unavoidable will not qualify as defects.

11.3. The Products will be deemed in conformity if they meet the warranty in Article 11.1. Any statements by or on behalf of ASICS, regarding the quality, composition, application options, features and use of Products delivered will only be part of ASICS' warranty if and to the extent that ASICS' has confirmed such statements in writing as being covered by its warranty.

11.4. Quality issues ensuing from normal wear and tear, inexpert use, misuse, use contrary to ASICS' instructions, carelessness, accident, failure to comply with maintenance instructions and/or normal maintenance, or if there has been use for purposes other than normal use will not constitute a defect and are not covered by ASICS' warranty. If the Buyer carries out or instructs the carrying out of repairs or alterations during a warranty term fixed by ASICS or by law, without ASICS' prior permission, ASICS' warranty obligations shall lapse.

11.5. ASICS' obligations under this warranty shall be limited to the free repair or the free replacement of a Product or part thereof at ASICS' election, within a reasonable time determined by ASICS. If ASICS finds that it should not be required to replace or repair the Products or that such replacement or repair is impossible, ASICS shall credit the purchase price in as far as pertaining to the defective Product. ASICS is not bound to pay any damages and/or loss of profit. ASICS may require the Buyer to return the defective Products at ASICS' cost.

11.6. All disputes about whether Products are defective within the meaning of this Article, shall be settled by means of binding advice by an independent expert, appointed by ASICS. The expert shall render its decision in writing after having heard the Parties. The decision of said expert shall be binding on both Parties. The expert's cost as well as the transportation costs of return of the Product to ASICS, if applicable, shall be paid by the unsuccessful party. Should the Buyer not allow an expert appointment by ASICS the right to guarantee shall be cancelled.

11.7. Return shipment in connection with a complaint which has not been made in accordance with Article 9.2 is not permitted. If the Buyer nevertheless returns Products contrary to this Article, or Products are returned without grounds, said Products, insofar as they have not been refused by ASICS, shall be kept at the Buyer's disposal, at the Buyer's expense and risk, without any acknowledgement of the accuracy of the complaint being derived therefrom.

11.8. The costs of return of Products without grounds by ASICS to the Buyer, the costs of the return of Product because of placed stickers or labeling by ASICS to the Buyer or the costs of return of returned Products because of the absence of prior written consent of ASICS by ASICS to the Buyer are at the Buyer's expense.

11.9. ASICS shall have no liability or obligation in respect to any defect if the total price of the Products has not been paid by the due date for payment.

11.10. ASICS does not accept responsibility for loss of or damage to Products returned, if returned by a carrier acting under instructions from the Buyer.

12. Retention of title

12.1 ASICS will retain title to all Products delivered and to be delivered to the Buyer until full payment of the purchase amounts for all Products has been received, as well as any amounts owed by the Buyer pertaining to work performed by ASICS in connection with such sales contracts and any claims pursuant to any attributable failure in the performance of such agreements on the part of the other party.

12.2 Products are deemed not to have been paid if the Buyer has not demonstrated the payment thereof.

12.3 The Buyer is not entitled to alienate or encumber the Products which are subject to retention of title. However, the Buyer is permitted to sell and transfer said Products within the framework of the normal course of business. This permission shall end when the Buyer in any way defaults on the claims in respect of which the retention of title applies, is granted a provisional moratorium on payment or is declared bankrupt. Under no circumstances may the Buyer have the Products, which are subject to retention of title, serve as security for claims of third parties. To the extent that the Buyer has not paid ASICS for the Products the Buyer shall hold any monies received in respect of the Products in a fiduciary capacity on behalf of ASICS.

12.4 Whilst all risks in the Products shall pass to the Buyer at the time of delivery, the Buyer is obliged to insure the Products with a reputable insurance company for the benefit of ASICS against the risks of fire, theft, storm and water damage, in such sense, that the relevant insurance policy includes the clause that the insurance also covers the Products for (potential) interested parties. The Buyer is not permitted to grant a pledge on any claims on its insurer under the heading of insurance as referred to in this paragraph, insofar as they relate to the Products referred to in Article 1, to third parties or to have such serve as security in the broadest sense of the word to third parties. Payments in relation to damage and loss of the aforementioned Products take the place of the relevant Products.

13. Liability

13.1 ASICS and ASICS' duly authorized representatives shall not be liable to the Buyer for any consequential loss or damage such as, inter alia, losses due to delays, lost profits, lost turnover or penalties forfeited by the Buyer.

13.2 In all cases, the entire liability of ASICS towards the Buyer under or in connection with the order or sales contract shall not exceed the lesser of the sales price of the Products to which the liability pertains, or the maximum amount for which ASICS is insured for the relevant liability or should reasonably have been insured as is customary in the industry.

13.3 The Buyer shall indemnify ASICS against all claims of third parties in connection with the Products supplied or to be supplied.

13.4 Nothing in this clause 13 or otherwise in these General Conditions shall exclude or in any way limit either party's liability for (i) fraud, (ii) death or personal injury caused by its own or its contractors', agents' or employees' negligence (including negligence as defined in s. 1 Unfair Contract Terms Act 1977), (iii) breach of terms regarding title implied by s. 12 Sale Of Goods Act 1979 and/or s. 2 Supply Of Goods And Services Act 1982, or (iv) any liability to the extent the same may not be excluded or limited as a matter of law.

14. Resale of Products/Intellectual Property

14.1 In respect of the Products bearing the registered name of ASICS or Onitsuka Tiger bought by the Buyer and supplied by ASICS, Buyer shall refrain from making active sales into an exclusive territory or customer group reserved to ASICS or allocated by ASICS to another buyer. Prior to making any such sales into another territory or customer group, Buyer shall verify in writing with ASICS that no territory or customer group is reserved to ASICS or to an exclusive buyer.

14.2 The Buyer shall not make any alterations to any Products bearing the registered name ASICS or Onitsuka Tiger, including but not limited to tampering with any logos contained on the Products, placing stickers or sticky labels on the Products, its EAN codes or its packaging materials, and shall indemnify ASICS in full for all losses, claims and expenses suffered by ASICS as a result of a breach by the Buyer of this Article.

14.3 All intellectual property rights in respect of any Products or material prepared or supplied by ASICS to the Buyer shall remain vested in ASICS and/or ASICS Corporation and/or ASICS' affiliates, as the case may be.

14.4 ASICS' related trade marks, trade names, logos, designs, symbols, emblems, insignia, slogans, service marks, copyrights, know-how, information and other identifying materials whether or not registered or capable of registration and all other intellectual property whatsoever (if any) in respect of which a license or right of use has been granted to ASICS shall only be used by the Buyer after prior written authorization of ASICS taking into account the user instructions and guidelines of ASICS.

14.5 The Buyer of ASICS shall at all times be qualified and be obliged to show aptitude in explaining and protecting the individual customers against misuse of the Products, taking into account that the Products are specifically intended for use in the sporting industry and have certain specific and technical characteristics to facilitate the morphology of the individual.

15. Quality guidelines regarding the distribution of the Products via the internet

15.1 The Buyer shall inform ASICS about the URL of the Website (Domain name) on which the Products are distributed, without being explicitly requested to do so.

15.2 The Buyer's Website shall be designed in such a way that it always conforms to the state-of-the art and to all related statutory regulations applicable to internet sales, especially the data protection regulations and distant selling regulations. The Website shall also ensure the best possible user friendliness, which includes, inter alia, that the internet customer can check the status of his purchase order and other details of the order via the Website. The Buyer's email policy shall always comply with an opt-in model.

15.3 ASICS' Products shall be exclusively presented in a specifically designed section of the Website. No other brands or Products of other manufacturers shall be presented there or other brands and products of other manufacturers shall be presented only in such a way that helps the consumer make an informed choice between comparable products. At the Buyer's request, ASICS shall provide suitable text and image files as well as other aids for designing the Website.

15.4 If a search function is provided, it shall offer the opportunity to search specifically for the Products, which are to be subdivided into various categories, like ASICS brand, product names, product codes and product benefits. When search results feature more than one product, the presented products shall be sorted in relevant groups, such as the sport or activity they support, and the type or level of practice within an activity.

15.5 The presentation and advertising of the Products shall emphasize the technical-functional image of the ASICS brand. The characteristics and features of the Products offered shall be described in every detail. As far as running shoes are concerned, the suitability of the relevant model shall be stated in accordance with the manufacturer's description, while the necessity of obtaining expert advice when selecting the right model shall be emphasized.

15.6 There shall be a clear link on the homepage of ASICS under the URL www.asics.com or the relevant local URL www.asics.xx, so as to enable the customer to obtain additional information on the current ASICS Products and each product page on the Buyer's Website should feature a link to the relevant product page on the ASICS website, labeled 'More information on [product name] from ASICS'.

15.7 The Buyer shall also ensure for internet customers that suitably qualified personnel is available and accessible between the usual shopping hours of the retail sector (at the moment from Mondays to Fridays between 8 AM and 8 PM as well as on Saturdays between 8 AM and 6 PM), who can provide professional advice on the phone, per fax or via e-mail.

15.8 At the Buyer's request ASICS shall make available image files and templates in ASICS-CI in accordance with the design of ASICS' homepage under the URL [www.asics.com] which must be exclusively used for arranging a specifically designed section of the Website, where exclusively the Products and no other brands or Products of other manufacturers are presented. This section shall be designated as 'ASICS shop', in which at least the following product segments of the ASICS product range shall be offered: running, walking and indoor.

15.9 Before launching the ASICS website, the Buyer shall give ASICS the opportunity to inspect it and to communicate modification requests that the Buyer shall give due and reasonable consideration.

15.10 Should an ASICS shop be set up on the Buyer's Website, ASICS shall install a link to the Buyer's ASICS shop from its own Website under the URL www.asics.com or the relevant local URL, namely under the section "store locator". A prerequisite for installing such a link is that the Buyer's website satisfies ASICS' quality requirements. In this respect, ASICS reserves the right to further remove the complete listing and link of the Buyer if the Buyer's Website no longer satisfies these quality requirements.

15.11 The Buyer shall comply with any further additional instructions or updated guidelines with regard to internet sales which ASICS may provide from time to time.

16. Order Cancellation

16.1 Order cancellations by the Buyer are not permitted. At its own discretion, ASICS may however accept order cancellations provided that specific conditions are met by the Buyer, including but not limited to payment by the Buyer of any loss and damages incurred by ASICS or payment by the Buyer of an applicable cancellation fee of 10% of the total invoice value.

17. Default

17.1 Without prejudice to the other provisions of these General Conditions, if the Buyer does not perform any obligation ensuing from the contract with ASICS or does not perform these obligations in time or properly, ASICS is, after it has immediately informed the Buyer thereof in writing setting out a reasonable additional term within which the Buyer is given the opportunity to perform, entitled to suspend any further performance of or to dissolve the agreement or part thereof without judicial intervention.

17.2 In the event of a filing for a moratorium, bankruptcy, appointment of a trustee or liquidation of the Buyer's business, if the Buyer challenges or infringes any of ASICS intellectual property rights, or if ASICS fears that the Buyer is or will be unable to meet its obligations under the contract and the Buyer fails to offer adequate security for the performance of its obligations, ASICS shall -at its own discretion- be entitled to suspend any (further) performance of, or to dissolve the contract with the Buyer or part thereof with immediate effect without judicial intervention and notice of default, without prejudice to its right to claim additional or alternative damages

17.3 In the event of termination of a sales contract by ASICS, ASICS shall be entitled to compensation for all damage ensuing therefrom, which damage shall be fixed at fifty percent (50%) of the invoice value of the relevant Products, notwithstanding ASICS' right to claim its actual damage if such damages exceed the fixed damage and/or the right to claim (in addition) (extra-) judicial costs, transport costs and interest as set forth herein.

17.4 If one of the events referred to in this Article occurs, all claims ASICS may have against the Buyer on whatever basis will immediately become due.

18. Miscellaneous

18.1 The rights and obligations of the Buyer provided under these General Conditions are non transferable and cannot be pledged or encumbered in any other way.

18.2 All data received under an agreement between ASICS and the Buyer shall be gathered only to be processed in compliance with any applicable law on Protection of Personal Data. This data shall not be used for commercial purposes or disclosed to third parties.

18.3 If any provision, or any part thereof, of the General Conditions is held unenforceable, ineffective or illegal for any reason, such decision shall not affect the validity or enforcement of any or all of the remaining portion of the General Conditions.

19. Disputes and applicable Iaw

19.1 All contracts to which these General Conditions apply in whole or in part are subject to English law.

19.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

19.3 All disputes relating to offers, quotes and contracts between ASICS and the Buyer to which these Conditions apply, howsoever called, and which cannot be resolved in mutual consultation, shall be brought before a relevant court in the United Kingdom.