B2B Terms & Conditions

These B2B Terms & Conditions govern all business-to-business supply by Coral Eyewear Ltd. Which parts apply to you depends on which of our services you are using. Part A and Part F apply to everyone; Parts B to E apply to the specific service you have engaged us for.

These Terms apply exclusively to business customers. They do not apply to consumer purchases, which are governed by our consumer Terms & Conditions. Business customers acknowledge that they purchase in the course of their business and that the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.

Part A — General Terms (apply to all services)

1. About Us

Coral Eyewear Ltd is a company registered in England and Wales under company number 12033074, with its registered office at Unit 21 Woolton Farm, Bekesbourne, Canterbury, Kent, England, CT4 5EA. Our VAT number is 333009049.

Contact: info@coraleyewear.com | 020 3105 6627

Postal address for B2B and wholesale: Coral Eyewear Ltd, Unit 21 Woolton Farm, Bekesbourne, Canterbury, Kent, England, CT4 5EA

2. Which Terms Apply to You

2.1 These Terms are modular. Part A (General) and Part F (Terms Applying to All Services) apply to every business relationship with Coral. In addition:

• Part B — Distribution & Trade Sales applies where you purchase stocked Coral Eyewear or licensed brand product for resale, including opticians, optical groups, fashion and lifestyle retailers, sports retailers, and travel retail.

• Part C — Private Label Services applies where we design, develop, and manufacture eyewear under your brand.

• Part D — Corporate Gifting applies where we supply personalised eyewear and accessories for promotional or gifting purposes.

• Part E — Licensed Products & Licensing Services applies where (i) you purchase product incorporating intellectual property licensed to Coral, or (ii) you license your brand to Coral for the design, manufacture, and distribution of an eyewear range.

2.2 Where more than one Part applies, all relevant Parts apply together. Where there is a conflict between Parts, the Part specific to the service in question prevails.

2.3 Where we have issued an Order Confirmation containing Special Conditions, those Special Conditions prevail over these Terms to the extent of any conflict, but only in relation to the matter they address.

2.4 For substantial private label and licensing engagements we may issue separate Supply Terms or a licence agreement. Where we do, that document prevails over Part C or Part E of these Terms.

3. Definitions

3.1 “Customer“ means the business entity named on the account or Order.

3.2 “Goods“ means the products supplied by Coral under an Order, which may include sunglasses, optical frames, sports eyewear, goggles, cases, cloths, packaging, and point of sale materials.

3.3 “Licensed IP“ means any third-party brand, trade mark, character, or property licensed to Coral and incorporated into the Goods.

3.4 “Order“ means a purchase order submitted by the Customer by any means we accept.

3.5 “Order Confirmation“ means our written confirmation accepting an Order, including any Special Conditions.

3.6 “Price List“ means our current trade price list, available on request or through the B2B portal.

3.7 “Services“ means the private label, licensing, distribution, or corporate gifting services described in the applicable Part.

3.8 “Special Conditions“ means counterparty-specific commercial terms recorded in an Order Confirmation.

3.9 “Terms“ means these B2B Terms & Conditions.

4. Account & Onboarding

4.1 Access to our B2B pricing, trade portal, and Services is subject to approval of a trade account application. We may request evidence of your business status, including VAT registration, company registration, trade references, and (for opticians) General Optical Council registration.

4.2 We may approve, refuse, suspend, or close any trade account at our discretion.

4.3 You must keep your account details accurate and notify us promptly of any change to your registered name, trading address, VAT number, or principal contact.

4.4 You are responsible for the security of your account credentials and for all Orders placed through your account.

4.5 Where you are onboarded for private label, licensing, or corporate gifting services, we will issue an onboarding pack which includes these Terms, our standard commercial positions, and the applicable compliance and testing schedule. Receipt of the onboarding pack and placement of an Order constitutes acceptance of these Terms.

5. Orders & Formation of Contract

5.1 Each Order is an offer by you to purchase the Goods or Services on these Terms. A contract is formed only when we issue an Order Confirmation. Automated acknowledgements of receipt are not Order Confirmations.

5.2 We may decline any Order, in whole or in part, without giving reasons.

5.3 You may not cancel or vary an Order after Order Confirmation without our written consent. Where consent is given, we may charge all costs incurred to the point of cancellation, including committed raw materials, work in progress, tooling, and third-party costs.

5.4 Minimum order values and minimum order quantities may apply. Current minimums are stated in the Price List, the B2B portal, or the Order Confirmation.

Part B — Distribution & Trade Sales

This Part applies where you purchase stocked product for resale.

6. Stocked Product Orders

6.1 Where an Order includes product that is out of stock, we will contact you with options including partial shipment, substitution, or waiting for restock.

6.2 We may deliver up to 5% over or under the ordered quantity at the agreed unit price. Variances above 5% will be discussed with you before dispatch.

7. Pricing & Payment

7.1 Prices are those in the Price List at the date of Order Confirmation. Prices are exclusive of VAT (added at the prevailing rate), carriage, and any applicable duties or taxes.

7.2 We may revise the Price List from time to time. Revisions do not affect Orders already confirmed.

7.3 Our standard credit terms are strictly 30 days from the date of invoice, unless alternative terms are agreed in writing.

7.4 For new Customers, Customers with no credit history, or where credit assessment indicates elevated risk, we may require pro-forma payment in full before dispatch.

7.5 You must not withhold or set off any amount against sums due to us except where expressly agreed in writing or required by law.

7.6 Where any amount is overdue we may:

• charge interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998;

• suspend further dispatches, including on unrelated Orders already confirmed, until all overdue amounts are settled;

• withdraw agreed credit terms and move your account to pro-forma;

• recover reasonable debt-recovery costs under the Late Payment legislation.

8. Delivery, Risk & Title

8.1 Delivery times quoted at the time of Order are estimates. Time of delivery is not of the essence for stocked product orders.

8.2 Carriage charges are as stated in the Price List or B2B portal at the time of Order. We may offer carriage-paid thresholds from time to time.

8.3 Risk in the Goods passes to you on delivery. You must inspect the Goods on receipt and notify us in writing of any damage, shortage, or non-conformity within 7 days of delivery.

8.4 Title in the Goods does not pass to you until we have received full payment in cleared funds for the Goods and for all other amounts you owe us. Until title passes you must:

• hold the Goods on a fiduciary basis as our bailee;

• store the Goods separately and clearly identifiable as our property;

• insure the Goods against loss or damage;

• permit us to enter your premises on reasonable notice to inspect or recover the Goods.

8.5 You may resell the Goods in the ordinary course of your business before title passes, provided you do so as principal and hold all proceeds of sale on trust for us, to be accounted for on request.

9. Returns & Faulty Goods

9.1 We accept returns of stocked Goods within 14 days of delivery, provided that:

• you have notified us in writing and obtained a returns authorisation;

• the Goods are unused, in their original packaging, complete with case and cleaning cloth;

• you bear the cost of return carriage.

9.2 Returns outside this window may be accepted at our discretion and may be subject to a restocking charge.

9.3 Where Goods are defective on receipt, we will at our option replace the Goods, credit you, or (where neither is practicable) refund the price paid. You must notify us within 7 days of delivery for defects reasonably discoverable on inspection, or promptly on discovery for latent defects.

9.4 We are not liable for defects attributable to misuse, mishandling, unauthorised adjustment, or fair wear and tear.

9.5 This clause 9 sets out your sole remedies in relation to defective stocked Goods. The implied terms of the Sale of Goods Act 1979 apply save as modified by these Terms.

10. Resale Conditions

10.1 You must not sell or advertise Coral Eyewear Goods below any minimum advertised price notified by us from time to time. Breach of our minimum advertised price policy is a material breach of these Terms.

10.2 You must not sell the Goods on third-party marketplaces, including Amazon, eBay, Shein, Temu, TikTok Shop, or any equivalent platform, without our prior written consent.

10.3 You must not sell the Goods outside the territory stated in your Order Confirmation or trade account where a territory restriction applies.

10.4 You must not remove or alter our trade marks, labels, or packaging, rebrand the Goods, sell them under any other name, or reproduce or imitate them.

10.5 The Goods must be sold complete with the case and cleaning cloth supplied.

Part C — Private Label Services

This Part applies where we design, develop, and manufacture eyewear under your brand.

11. Scope of Private Label Services

11.1 Our private label service may include design and CAD development, technical specification, material selection, sampling, compliance and testing, production management, packaging development, and delivery on an FOB or UK-landed basis.

11.2 The specific scope, deliverables, pricing, and commercial terms for each private label programme are set out in the Order Confirmation and its Special Conditions top-sheet.

11.3 Where a private label programme is substantial or multi-season, we may issue separate Supply Terms. Where we do, those Supply Terms prevail over this Part C.

12. Development, Specification & Approval Gates

12.1 We will develop the Goods against a written brief. Where the brief is incomplete, ambiguous, or changes, timelines and costs may be affected.

12.2 The following approval gates apply. We will not proceed past a gate without your written approval:

• CAD design and technical pack approval;

• pre-production sample approval;

• where applicable, gold seal or shipping sample approval;

• packaging and branding artwork approval.

12.3 You must respond to each approval request within 10 working days. Where you do not, the production schedule and the ex-factory date move by an equivalent number of working days.

12.4 Once an Order is confirmed, the frame shapes, colourways, materials, and branding are fixed. Any subsequent change you request is a variation requiring a written change request, agreed cost impact, and revised ex-factory date. We may decline a variation that cannot be accommodated within the agreed production schedule.

12.5 Where a change is required to remedy a defect or non-conformity attributable to us, we bear the cost. Where a change reflects a change of brief or a change of mind on your part, you bear the cost.

12.6 Specifications are binding only where recorded in writing and referenced in the Order Confirmation.

13. Tooling & Moulds

13.1 Unless the Special Conditions state otherwise, tooling and moulds used in production are owned by the manufacturer and not by you.

13.2 Where you commission and pay for bespoke tooling, that tooling is your property. It will be held at the manufacturing facility and used solely for your production. On termination we will, at your instruction and cost, arrange for the tooling to be returned to you or held, transferred, or destroyed.

13.3 You acknowledge that where production uses open moulds available in the market, you are not granted exclusivity in the frame shape. Exclusivity of shape is available only where you commission and pay for bespoke tooling, as recorded in the Special Conditions.

14. Intellectual Property in Private Label Product

14.1 Where the Goods are produced under your brand and incorporate your brand-specific colourways, branding, trade dress, and artwork, the design intellectual property in those brand-specific elements is owned by you.

14.2 Where the Goods incorporate generic frame shapes, open moulds, standard hardware, or standard components, no exclusivity or ownership in those elements is granted to you. We may use them for other customers.

14.3 All Coral-developed proprietary processes, material specifications (including our ECONYL specification and recycled material formulations), manufacturing methods, supplier identities, cost structure, and pricing models remain our confidential information and intellectual property.

14.4 You warrant that all artwork, trade marks, designs, and specifications you supply to us are owned by you or properly licensed to you, and you indemnify us against all losses arising from any claim that the Goods infringe a third party’s rights to the extent the infringement arises from material you supplied.

14.5 We indemnify you against third-party claims that the Goods, as designed and supplied by us, infringe a third party’s intellectual property rights, save to the extent the claim arises from (a) artwork, designs, or specifications you supplied, (b) Licensed IP you supplied or specified, or (c) the combination of the Goods with items not supplied by us.

15. Production, Quantities & Tolerances

15.1 Minimum order quantities apply per SKU and per colourway. Current minimums are confirmed at quotation stage.

15.2 We may deliver up to 5% over or under the ordered quantity per SKU at the agreed unit price. Variances above 5% will be discussed with you before shipment.

15.3 We may ship in part with your prior consent. Where partial shipment arises from a cause attributable to you, we may recover any additional freight cost incurred.

16. Delivery, Risk & Acceptance

16.1 Private label Goods are supplied on one of two bases, as stated in the Order Confirmation:

• FOB — Goods are delivered FOB (Incoterms 2020) at the nominated port of loading. Risk passes to you on loading. You are responsible for nominating a freight forwarder, arranging onward shipment, paying freight and insurance, and clearing the Goods at destination. You must provide your freight forwarder’s details no later than 10 working days before the ex-factory date.

• Landed UK / DDP — we are responsible for shipment, freight, insurance, duty, and UK import clearance, and for delivery to your nominated UK address. Risk passes to you on signature for receipt.

16.2 Title passes on the later of (a) the point at which risk passes, and (b) the point at which we have received full payment. Until title passes we retain all rights in the Goods notwithstanding that risk may have passed. Where risk has passed but title has not, you must store the Goods separately and identifiable as our property and insure them at your cost.

16.3 You must inspect the Goods on receipt and notify us in writing of any defect or non-conformity within 28 days of receipt. Defects notified after that period are not covered unless they are latent and could not reasonably have been detected on inspection.

16.4 Where defects are validly notified we may, at our option, replace the affected Goods, credit you for them, or agree a price reduction proportionate to the defect.

17. Payment Terms for Private Label

17.1 Our standard private label payment terms are 40% on Order Confirmation, payable within 14 days of invoice, and the balance of 60% within 30 days of the ex-factory or delivery date. Alternative terms may be recorded in the Special Conditions.

17.2 For new Customers, or where credit assessment indicates elevated risk, we may require 100% of the Order value before production commences.

17.3 Production will not commence until the deposit or full payment has been received in cleared funds.

17.4 Where any payment is overdue we may withhold delivery of Goods otherwise ready to ship, decline further Orders, and decline to commence production on subsequent seasons until all overdue amounts are settled in full.

18. Currency & Foreign Exchange

18.1 Prices are quoted in Pounds Sterling unless you agree in writing to be invoiced in US Dollars, in which case the Special Conditions will record the agreed USD price.

18.2 Where prices are in Pounds Sterling, our pricing absorbs foreign exchange tolerance of up to 5% on our USD-denominated supply costs. Movements beyond 5% may give rise to a good-faith re-pricing discussion for Orders not yet in production. Movements affecting Orders already in production are absorbed by us.

18.3 Where prices are in US Dollars, foreign exchange risk transfers to you and our pricing does not include the tolerance described above.

18.4 Where the Goods become subject to a materially changed tariff or duty regime between Order Confirmation and delivery, we will discuss in good faith whether the change should be reflected in a price adjustment for undelivered Goods.

19. Lead Times & Fixed Deadlines

19.1 We will use reasonable endeavours to deliver by the ex-factory or delivery date in the Order Confirmation, agreed having regard to our critical path and manufacturing commitments.

19.2 Where your Order relates to a fixed-deadline project — a defined retail launch, marketing campaign, or event — you must notify us in writing at the time of Order and identify the consequence of late delivery. We will confirm whether we accept the Order on those conditions. Our liability for a missed fixed deadline is capped at the level recorded in the Special Conditions.

19.3 Where you delay approvals, artwork, or any other input required from you, the ex-factory and delivery dates move by an equivalent number of working days and we are not liable for the resulting delay.

Part D — Corporate Gifting

This Part applies where we supply personalised eyewear and accessories for promotional, gifting, or brand visibility purposes.

20. Scope of Corporate Gifting

20.1 Our corporate gifting service supplies sustainable sunglasses, cases, cloths, and related accessories personalised with your branding, for distribution as gifts, promotional items, event merchandise, or internal recognition.

20.2 Personalisation methods may include pad printing, laser engraving, colour matching, custom case printing, custom cloth printing, and bespoke packaging. Available methods, minimum quantities, and costs are confirmed at quotation stage.

21. Artwork & Approval

21.1 You must supply artwork in the format and to the specification we notify at quotation stage. Where artwork requires reformatting, redrawing, or vectorising, we may charge for that work.

21.2 You warrant that you own or are properly licensed to use all trade marks, logos, artwork, and other material you supply, and that its application to the Goods does not infringe any third party’s rights. You indemnify us against all losses arising from any claim to the contrary.

21.3 We will supply a visual proof, and where appropriate a physical sample, for your written approval before production. Production will not commence without your written approval.

21.4 Once you have approved a proof or sample, you are responsible for any error contained in it, including spelling, artwork positioning, and colour. We are not liable to re-run production at our cost for an error present in approved artwork.

21.5 Colour reproduction on printed, pad-printed, and laser-engraved surfaces is an approximation. We will match a specified Pantone or brand colour as closely as the substrate and process allow, but exact colour matching is not guaranteed. Variation between production batches may occur.

22. Quantities, Lead Times & Pricing

22.1 Minimum order quantities apply and vary by personalisation method. Current minimums are confirmed at quotation stage.

22.2 We may deliver up to 10% over or under the ordered quantity on personalised Goods at the agreed unit price. This tolerance reflects normal set-up and process wastage in personalisation. Variances above 10% will be discussed with you before dispatch.

22.3 Lead times for personalised Goods are longer than for stocked product and are confirmed in the Order Confirmation. Where you have a fixed event or campaign date, clause 19.2 applies.

22.4 Pricing for corporate gifting is quoted per Order and reflects quantity, personalisation method, number of colours, packaging specification, and delivery requirements. Quotations are valid for 30 days unless stated otherwise.

23. Cancellation & Returns of Personalised Goods

23.1 Personalised Goods are made to your specification. Once you have approved the proof and production has commenced, the Order cannot be cancelled and the Goods cannot be returned other than where they are faulty or do not conform to the approved proof.

23.2 Where you cancel before production commences, we may charge all costs incurred to that point, including artwork preparation, sampling, and committed materials.

23.3 Where personalised Goods are faulty or do not conform to the approved proof, we will at our option replace the affected Goods, credit you, or agree a price reduction. You must notify us within 14 days of delivery.

24. Use of Corporate Gifting Product

24.1 Corporate gifting Goods are supplied for promotional distribution and are not supplied for retail resale. You must not sell the Goods through retail or online retail channels without our prior written consent.

24.2 Corporate gifting Goods supplied under your branding must not be presented as, or in a way likely to be confused with, Coral Eyewear retail product.

24.3 Where Goods carry both your branding and ours, the presentation must be as approved at proof stage.

Part E — Licensed Products & Licensing Services

This Part applies in two situations: where you buy product incorporating intellectual property licensed to Coral, and where you license your own brand to Coral for an eyewear range.

25. Licensed Product Supplied to You — Coral as Licensee

25.1 We hold licences from third-party brand and property owners that permit us to design, manufacture, and distribute eyewear incorporating their intellectual property. Where you purchase such product, your rights are subject to the terms of our licence with the relevant licensor.

25.2 Where the Goods incorporate Licensed IP, you must comply with the pass-through restrictions we notify, which may include:

• the authorised period during which the Goods may be sold;

• the authorised period during which the Goods may be promoted or advertised;

• approved sales channels and territories;

• restrictions on altering, cropping, recolouring, or recreating licensed artwork;

• approval requirements for marketing assets, photography, and social media content;

• restrictions on co-branding with other properties.

25.3 You must cease sale or promotion of Licensed IP product by the date we notify. Where our licence expires or is terminated, we will give you as much notice as our licence permits, and you must cease sale and promotion by the date notified, or within any sell-off period we are able to pass on.

25.4 You must not apply for, register, or seek to register any trade mark, domain name, or social media handle incorporating Licensed IP.

25.5 You indemnify us against all losses, including any claim, penalty, or compensation payable to a licensor, arising from your breach of this clause 25.

25.6 We may require you to remove non-compliant listings, marketing, or product from sale on written notice. You must comply within 5 working days.

26. Licensing Services — You License Your Brand to Coral

26.1 Where you engage our licensing service, you grant us a licence to design, develop, manufacture, market, sell, and distribute eyewear and eyewear accessories under your brand. The specific terms — including whether the licence is exclusive or non-exclusive, the product categories covered, the territory, the term, the royalty rate, and any minimum guarantee — are set out in a separate licence agreement or in the Order Confirmation and its Special Conditions.

26.2 Unless agreed otherwise, the licence granted to us is exclusive in respect of the eyewear category in the stated territory for the stated term. Eyewear category means sunglasses, optical frames, sports eyewear, goggles, and eyewear accessories including cases and cloths.

26.3 You warrant that you own or control the brand and all intellectual property licensed to us, that you have the right to grant the licence, and that the licence does not conflict with any other agreement. You indemnify us against all losses arising from any claim that our exercise of the licence infringes a third party’s rights.

26.4 We are responsible for design, product development, compliance and certification, manufacture, quality control, product liability, and distribution of the licensed range, as described in the licence agreement.

26.5 You retain approval rights over designs, packaging, and brand presentation. You must respond to each approval request within 10 working days. Where you do not respond within that period, the submission is deemed approved and the production schedule proceeds. Where repeated non-response delays a programme, clause 19.3 applies.

26.6 You may request production samples for quality review on reasonable notice.

26.7 Royalties are payable on net sales at the rate stated in the licence agreement or Special Conditions. Net sales means gross invoiced sales of licensed product less VAT, returns, credits, and trade discounts actually given. We will report and pay royalties quarterly within 45 days of each quarter end, with a statement showing units sold, net sales, and royalty due.

26.8 Where a minimum guarantee applies, it is stated in the licence agreement. A minimum guarantee is recoupable against royalties earned in the same contract year unless stated otherwise.

26.9 On expiry or termination of the licence we are entitled to a sell-off period of six months, during which we may continue to sell licensed product already manufactured or in production, subject to continuing royalty obligations. You must not appoint an alternative eyewear licensee for the territory in a way that prevents an orderly sell-off.

26.10 On expiry or termination, tooling paid for by us remains ours. Tooling paid for by you is yours and will be dealt with as set out in clause 13.2.

27. Royalty Costs in Pricing

27.1 Where the Goods incorporate Licensed IP and a royalty is payable by us to the licensor, that royalty is itemised on the Order Confirmation as a separate line and forms part of the price.

27.2 Licensing fees payable by us to our licensors are administered by us. You have no obligation to the licensor directly unless a tripartite arrangement is specifically agreed in writing.

Part F — Terms Applying to All Services

28. Compliance, Conformity & Product Safety

28.1 We supply Goods that comply with applicable UK and, where relevant, EU product safety and conformity requirements for the market in which the Goods are placed. Our Declaration of Conformity is available on our Declaration of Conformity page.

28.2 Our standard testing and certification commitments are set out in our Quality & Compliance Schedule, available on request and included in the onboarding pack. These standards apply to all Goods we supply.

28.3 Where you require testing, certification, or documentation beyond our standard commitments, we will accommodate reasonable requests at your cost, as agreed in writing in advance.

28.4 Where you place the Goods on a market outside the UK and EU, you are responsible for satisfying yourself that the Goods meet local requirements, and for any local registration, labelling, or conformity obligations. We will provide reasonable documentation support.

28.5 You must comply with all applicable laws, including anti-bribery, anti-money laundering, sanctions, modern slavery, and product safety legislation.

28.6 Where you are an optician or dispensing business, you warrant that you hold all necessary registrations and will comply with applicable regulatory requirements, including the Opticians Act 1989 and General Optical Council rules, in dispensing any prescription product.

29. Sustainability & Ethical Sourcing

29.1 Our standard ethical sourcing and sustainability position is SEDEX-aligned, with corrective action plans where non-conformities are identified. Full detail is set out in our Quality & Compliance Schedule.

29.2 Where the Goods incorporate ECONYL regenerated nylon or other certified sustainable materials, we maintain chain-of-custody documentation and will provide it to you on request in a form sufficient for your own reporting.

29.3 You may request evidence of compliance, including SEDEX reports and material certifications. Requests for assurance beyond our standard reporting may be accommodated at your cost.

29.4 Where you wish to visit a manufacturing facility in our supply chain, such visits are permitted at our discretion and on our terms, including the non-circumvention undertakings in clause 31.

29.5 You must not make sustainability claims about the Goods that go beyond the claims we have substantiated and provided to you in writing. You are responsible for the accuracy of your own marketing claims and for compliance with the CMA’s Green Claims Code and equivalent requirements.

29.6 Either party may terminate the relationship with immediate effect where the other is in confirmed breach of ethical sourcing standards, where credible external evidence indicates such a breach, or where continued association presents a material reputational risk.

30. Confidentiality

30.1 Each party must keep confidential all information received from the other in connection with these Terms, including pricing structure, cost models, supplier and manufacturer identities, manufacturing methods, unreleased designs and colourways, customer identities, sales data, and licensor terms.

30.2 You must not disclose our manufacturing base, factory identities, or cost structure to any third party without our prior written consent.

30.3 We may publish B2B case studies referring to our work with you, including a general description of the Goods supplied, subject to your prior approval which will not be unreasonably withheld. This permission does not extend to direct-to-consumer marketing.

30.4 Confidentiality obligations survive termination for so long as the relevant information remains confidential.

31. Non-Circumvention

31.1 You acknowledge that our manufacturing relationships are commercially valuable and confidential. You must not, directly or indirectly, approach, quote with, or place orders with any manufacturer or supplier introduced to you by us or identified to you in the course of our relationship, or use information obtained from us to source equivalent product without us.

31.2 Where your representatives — including buyers, designers, sustainability personnel, or auditors — visit a manufacturing facility in our supply chain, they do so as visitors to our nominated supply chain. You must not solicit business from such facilities during or after the visit.

31.3 These obligations apply for the duration of the relationship and for 24 months after the last Order is fulfilled, or such longer period as is legally enforceable.

32. Insurance

32.1 We maintain product liability and general commercial liability insurance. Certificates of insurance are available on written request.

32.2 Where you are a distributor or retailer of the Goods, you must maintain appropriate insurance for your own operations.

33. Liability

33.1 Our total liability to you in connection with these Terms, whether in contract, tort (including negligence), under statute, or otherwise, is limited as follows:

• for stocked product and corporate gifting Orders, to the price paid under the relevant Order;

• for private label Orders, to the price paid under the relevant Order;

• for claims under the intellectual property indemnity in clause 14.5, to the aggregate amount paid by you to us in the 12 months preceding the claim;

• in aggregate across all claims in any calendar year, to the greater of the amount paid by you to us in that year and £50,000.

33.2 We are not liable for indirect, consequential, or pure economic loss, including loss of profit, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or third-party penalties and chargebacks, save to the extent expressly accepted in the Special Conditions for a fixed-deadline project under clause 19.2.

33.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the obligations implied by section 12 of the Sale of Goods Act 1979, or any other liability that cannot lawfully be excluded or limited.

34. Force Majeure

34.1 Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including war, civil unrest, natural disaster, pandemic, government action, tariff or sanctions measures, port closures, manufacturing shutdowns mandated by authorities, and material shortages of regional or national scope.

34.2 The affected party must notify the other in writing as soon as reasonably practicable and provide regular updates on the expected duration.

34.3 Where a force majeure event continues for more than 30 days and prevents the relevant Order from serving its commercial purpose — including where the Goods were required for a seasonal launch or a fixed event that will no longer occur within the deliverable window — either party may cancel the affected Order without further liability, save that you remain liable for raw materials, work in progress, components, and personalisation work already committed to that Order.

35. Term & Termination

35.1 These Terms govern each Order and continue in force for so long as Orders remain open or amounts remain unpaid.

35.2 Either party may terminate the trading relationship by 60 days’ written notice. Termination does not affect Orders already confirmed, which must be completed and paid for in full.

35.3 We may terminate immediately on written notice where you:

• fail to pay any amount within 14 days of the due date;

• commit a material breach of these Terms which is not remedied within 30 days of written notice;

• become insolvent, enter an insolvency process, or cease to trade;

• are in breach of the resale conditions in clause 10, the licensing pass-through obligations in clause 25, the confidentiality obligations in clause 30, or the non-circumvention obligations in clause 31.

35.4 On termination you must pay all outstanding amounts, cease use of our trade marks and marketing assets, cease sale and promotion of Licensed IP product in accordance with clause 25.3, and (at our option) return or allow us to recover any Goods in respect of which title has not passed.

35.5 Clauses 8.4 (retention of title), 13 (tooling), 14 (intellectual property), 16.3 (acceptance), 25 (licensed product), 26.9 and 26.10 (sell-off and tooling on licence termination), 30 (confidentiality), 31 (non-circumvention), 33 (liability), and any other provision which by its nature is intended to survive, continue in force after termination.

36. Dispute Resolution

36.1 The parties will seek to resolve any dispute by structured negotiation. Either party may by written notice require the matter to be escalated to senior representatives of each party within 15 working days.

36.2 If the dispute is not resolved within 30 days of escalation, either party may commence proceedings.

37. Data Protection

37.1 Each party will comply with its obligations under UK data protection law. We process personal data relating to your contacts, buyers, and account administrators in accordance with our Privacy Policy.

38. General

38.1 These Terms, the Order, and the Order Confirmation (including any Special Conditions) constitute the entire agreement between the parties in relation to their subject matter, and supersede any prior arrangement. Where a separate licence agreement or Supply Terms have been issued, that document forms part of the agreement and prevails over the corresponding Part of these Terms.

38.2 No variation is effective unless in writing and signed by both parties.

38.3 A failure or delay in exercising any right is not a waiver of that right.

38.4 You may not assign or sub-contract your rights or obligations without our prior written consent.

38.5 Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

38.6 If any provision of these Terms is found to be unlawful or unenforceable, the remainder continues in effect.

38.7 No third party has any rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

38.8 Notices must be given in writing to the addresses recorded on the Order Confirmation or to such other address as is notified in writing.

39. Governing Law & Jurisdiction

39.1 These Terms are governed by the laws of England and Wales.

39.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales. Nothing in this clause prevents us from seeking injunctive relief in any jurisdiction to protect our intellectual property or confidential information.

Company Details

Coral Eyewear Ltd Registered office: Unit 21 Woolton Farm, Bekesbourne, Canterbury, Kent, England, CT4 5EA Registered in England & Wales — company number 12033074 VAT number 333009049

Postal address for B2B and wholesale: Coral Eyewear Ltd, Unit 21 Woolton Farm, Bekesbourne, Canterbury, Kent, England, CT4 5EA

Telephone: 020 3105 6627 Email: info@coraleyewear.com