ASOS Supplier Manual v. 1.1 (available to download from

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2 CONTENTS PAGE: - Company mission statement - Company background and key statistics - Pre-production and production sample requirements - ASOS woven labels - Delivery requirements - Example of ASOS PO - Supplier fabric manual - Supplier evaluation - Invoice procedure - ASOS Delivery Note - ASOS Carton Label - ASOS.com Ltd. Terms & Conditions of Business

3 Mission Statement To be the online style authority for 16-34's, selling the hottest celebrity-inspired fashion at competitive prices, supported by exemplary customer service. Brand Virtues Hot Fast Celebrity Fashion If it s hot, we ve got it; if we ve got it, it s hot!

4 Introduction Established in 2000, ASOS.com is now the UK's largest on-line fashion and beauty retailer Bigger than TOPSHOP, River Island and Miss Selfridge We target internet savvy, style hungry, year olds We have approximately 2000 lines on site at any one time, spread across womenswear, menswear, footwear, jewellery, accessories and beauty. We sell a mixture of non branded items, own label and a handful of hot brands In 2005, we won 'Rising Star' at the Retail Week Awards

5 ASOS.com Magic Numbers 1 million + unique visitors per month 700,000 registered customers 25,000 + new customers per month Shipping 80,000 + orders per month Average order value of new product lines per week

6 Production Sample requirements Production Sample Address: ASOS, No1 Kingsway, London, WC2B 6XD Production Sample Enquiries: Buyer We require the following Pre-production and Production Samples in the sizes stated below, free of charge. Womenswear 1 Pre-Production Sample, 1 Production Sample in each colour variation Tops: Size 10, or the equivalent, S/M. Bottoms: Size 10 or the equivalent, 28. Underwear: Size 10 or the equivalent, S/M. Bra s: Size 34B Menswear - 1 Pre-Production Sample, 1 Production Sample in each colour variation Tops: Size Medium or the equivalent, Chest Size 40 Bottoms: Size Medium or the equivalent, Waist size 32R Footwear: Size 9 or the equivalent Other Products Jewellery: 2 Pre-production Samples, 1 Production Sample of each colour variation. Belts: 2 Pre-production Samples, 1 Production Sample of each colour variation. Bags: 1 Pre-production Sample, 1 Production Sample of each colour variation. Accessories: 1 Pre-production Sample, 1 Production Sample of each colour variation. Footwear - 2 Pre-production Samples (1 x size 4, 1 x size 7 per colour), 1 Production Sample (size 7) in each colour variation Important Production Samples will be gold sealed and used to approve all future deliveries. Please ensure a delivery note is included when sending Production Samples. All Pre-production Samples must arrive at the above address no more than 10 working days after the date an order is placed. All Production Samples must arrive at the above address at least 5 working days prior to delivery. Samples should not be taken out of stock as these are not sold to customers Samples must be sent and packed in the manner the bulk delivery will be sent. Key: S/M = Small/Medium M/L = Medium/Large L = Long R = Regular

7 Europe / US Size Conversion Women s Tops, Bottoms, Underwear Women s Footwear Bra Men s Chest Men s Waist UK 10 4, 7 34B 40 32R 9 EUROPE 38 37, 40 75B USA 6 6, 9 34B Men s Footwear

8 ASOS Woven Labels Where it has been agreed to place an ASOS woven label inside a product, please follow these instructions: Contact Byways to order labels, quoting account no. ASOS WOV02 BYWAYS LIMITED TELEPHONE FAX info@byways.co.uk Byways will invoice you for the amount and shipping costs of the goods.

9 Delivery Requirements When production samples have been received and approved by the Buyer, please contact Merchandising to apply for a Merchandise Delivery Advice (MDA) Number. No bookings will be accepted without the MDA number. It is your responsibility to apply for the MDA number. Contacts are: o Women s Clothing BU1-MDA@asos.com o Men s Clothing BU2-MDA@asos.com o Non-Clothing & Beauty BU3-MDA@asos.com Pre-Booking Check - Items All individual items must be labeled (in clear view, on the outer packaging) with the ASOS SKU, colour and size; all found on the ASOS PO. All price labels must be removed. References to the supplier website and name must be removed. Garments must be individually flat-packed, with white cardboard backing, and poly-bagged Pre-Booking Check - Cartons Each size and colour variable must be packed in a separate carton. Every carton must be labeled with the enclosed ASOS Carton Label. All sections must be completed. For health and safety reasons, no carton should weigh over 15kg. Ensure cartons are in good condition. Do not re-use old cartons. Please use the standard BDCM1 carton (dimensions: 600x300x400), unless otherwise pre-agreed with your buying contact (e.g. for oversized items) Each carton must not be over packed so as to cause creasing of the product/s within. N.B Hanging garments will only be accepted if pre-approved by the buyer, and notified to Goods In at the time of making the booking. Bookings Telephone Goods In ( ) All deliveries must be booked in advance with Goods In ( ), at the latest by 2pm on the Friday of the week before the Date into ASOS Warehouse. When calling to book a delivery you must provide the ASOS PO number, MDA number and carton/unit quantity. Once a booking has been made, any variation to the carton/unit quantity must be notified to Goods In prior to delivery. Once a booking has been made, any cancellation must be notified to Goods In at least 24 hours prior to the agreed time. Failure to adhere to this will incur a 100 cancellation fee.

10 Delivery Address (ASOS Stock Delivery, Maylands Avenue, Hemel Hempstead Industrial Estate, Hemel Hempstead, HP2 7DE) Once a booking has been made you must deliver the goods on the agreed date. If you attempt to deliver on another day, or without following the above procedures the delivery will be refused by the ASOS warehouse. Deliveries will only be accepted between 8am and 4pm Monday to Friday (excluding UK Bank Holidays) Deliveries must be palletized and delivered on a vehicle with a tail lift, except where a delivery size is under 20 cartons. Pallets must be of a sturdy composition; able to withstand manoeuvring by forklift. Max pallet dimensions, including base:- 120cm wide, 100cm deep, 140cm high Each delivery must contain a copy of the enclosed ASOS Delivery Note. All sections must be completed. If delivering more than one ASOS PO, each ASOS PO must comprise a separate ASOS Delivery Note. i.e. One ASOS Delivery Note per PO. The ASOS Delivery Note must be handed directly to the Goods In operative. If an ASOS Delivery Note is stuck to one carton, or is inside a carton, the driver must point out its exact location to the Goods In operative. Oversized boxes or split and damaged boxes will be rejected. All ASOS signatures for deliveries will be to accept the no. of cartons delivered. ASOS reserves the right to contest the contents of the cartons for up to 72 hours after delivery. Non-conformance If the supplier fails to adhere to any of the ASOS delivery requirements, ASOS reserves the right to refuse or reject the delivery or cancel the order. If the delivery has already been received at our warehouse, the supplier must arrange for the goods to be uplifted, at their expense, within 48 hours of notification from ASOS If ASOS accept a non-conforming delivery, the following penalties will be enforced: o Mixed boxes: 100 handling charge o Missing/incomplete/incorrect labels on individual items: 15p per label + Transport charge (Guide Price - depending on distance to processor & no. units). o Incorrect/incomplete paperwork: 100 handling charge o Over-deliveries and under-deliveries will be accepted up to a -5% tolerance, providing colour /style /size ratio as per ASOS PO. Late deliveries It is the suppliers responsibility to deliver in line with the Date in ASOS Warehouse specified on the ASOS PO. In the event that the supplier is late we reserve the right to: o Cancel the order in whole or in part; and/or o Reduce the agreed price, as per our official purchase order, by 5% for the first week the delivery is late, and 10% for the second week and beyond. o An order will also be deemed late if a booking has not been made by 2pm on the Friday prior to the week of delivery Purchase Orders We would like to remind suppliers that no order shall be considered legally binding on ASOS.com until a signed purchase order in the same format as below has been issued

11 Example of ASOS PO

12 Supplier fabric manual It is ASOS policy to buy innovative garments of good quality and good value from suppliers who are able to meet the needs of our customers. The fabric manual will assist both our buyers and our suppliers identify products which are fit for purpose. The standards required will be achieved not through compliance with the manual alone but through ongoing technical cooperation. The manual sets out the minimum standards that ASOS will approve bulk production against. Any supplier who is unable to comply with these standards must in the first instance contact the buyer prior to the goods being shipped. Key considerations regarding suitability for use Is the fabric suitable for the end use in the garment? Does the fabric meet the minimum standard for performance? Can the garment support a care label which is appropriate to the ASOS requirement? Where our Garment suppliers do not have their own testing /laboratory facilities we expect to see test reports commissioned by the fabric supplier confirming that our standards can be met. We feel that the standards being set should comfortably be attainable by those suppliers committed to providing quality and value. In the event that the supplier is unable to provide test reports for the bulk shipments prior to delivery then ASOS reserve the right to test the sealed garment through a durability wash/dry clean process. Any costs incurred for this process will be passed on to the supplier including the provision of a further sample. The supplier has a responsibility to ensure that the sealed garment is representative of bulk production for fabric performance, shade and sizing.

13 Colourfastness. Graded 1-5 (5 is best 1 is worst) Washing Water@ Dry Print Dry Wet Chlorinated Light 50C 37c Cleaning Durability Rubbing Rubbing Water 3/4 3/4 3/ ¾ 3/4 Note that for contrast trim garments washing and water at 37c will need to be grade 4 minimum to prevent cross staining. Dimensional stability Wovens Knits Single Jersey Rib Washing 50c L=3% W=3% L=5% w=8% L=7% w=9% Stretch L=5% Fabrics W=5% Interlock L= 5% w=7% Dryclea n L=2% W=2% n/a n/a n/a n/a Steam L=2% W=2% L=2% W=3% L=4% W=5% L=2% W=3% L=3% W=4% Note above table show shrinkage, fabric must not grow by more than 1% in any direction. Note that where a delicate fibre should be laundered at a 40c this may be put on the care label and the shrinkage requirements remain as per the chart. Note that for garments made from more than one fabric then a garment test will also be required to determine whether shrinkage is acceptable. Physical performance Wovens Knits Single jersey Rib /double jersey Stretch fabrics Pilling Weight Spirality Stretch Burst Strength Grade 3-4 +/- 5% n/a N/a Grade 3-4 +/-5% 5% 250kpa Grade3/4 +/-5% 3% 250kpa Grade 3-4 +/-5% 3% Recovery 80%min N/a Note that stretch fabrics need to be fit for purpose in garment unlikely that stretch will be less than 70%-100% and width will be 100% to 250%

14 Shade control Once the concept shade has been approved by ASOS buyer then the supplier must achieve this shade in bulk production or resubmit to the buyer. The shade should be matched in a constant light source D65 daylight and not show metamerism (where shades look different in different light sources ie TL84, Tungsten etc). % Fibre composition In order to comply with the trade descriptions requirements we require a test certificate for all garments confirming the fibre content and % composition. This certificate must be sent in advance of bulk shipment.

15 Supplier Evaluation Explanation - To help us evaluate the performance of our suppliers to support the needs of the ASOS business as we grow, attached is a breakdown of the key performance evaluation monitors. These are: Delivery performance accurate and timely deliveries are critical to the continued strong performance of the ASOS business. Quality Performance delivering goods that are representative of the production sealed sample is key to ASOS being able to sell these goods Innovation in new product new product is key to our success and suppliers should help drive this Price in any business pricing is key, especially in the competitive young fashion market and we need to measure this Design capability suppliers with in-house design will be of great advantage in helping ASOS deliver hot young fashion Commitment Level Following on from the key supplier meetings we will have each season this is a measure of how willing the supplier is to back their product Availability of key personnel this is a measure of ease of communication which is key to the smooth running of our working relationship If you have any queries with the above please feel free to contact the buying or Merchandising team

16 Supplier Evaluation Matrix Weighting Innovation Availability Delivery Quality Commitment Supplier Ref Number In New Price Design Of Key Performance Performance Level Product Personnel ZZZZZZZZZZZ % % Maximum Score Weighting can be varied from year to year to change with the business needs. Delivery Performance = Total Number of units delivered on time = 9,600 = 80.0% = 8 Total Number of units delivered 12,000 Quality Performance = 1 - Total Number Of Units Rejected = 1-4,800 = 0.6 = 6 Total Number of units delivered 12,000 Innovation In New Product = Total Number of Continuity Lines = 1-30 = 0.9 = 9 Total Number of Lines 300 Total Price = Total sales ex. vat- Total cost of goods sold = 60,000-24,000 = 0.6 = 6 Total sales ex. Vat 60,000 Design Capability = Buyers Input ( Rating from 1-10 on how the buyer asses their Design within the Market Place) 4 Commitment Level = Following on from the key Supplier meetings an indicator of how willing the supplier is to back their product. 8 Availability Of Key Personnel = Input from the customer care and buying departments on how easy it is to contact required personnel 7

17 INVOICING We require the following information to be shown on all invoices: ASOS PO No. ASOS Style Code Please also note that: All products should be shown split by size and colour Where samples have been sent directly to our London office these should be invoiced separately All active suppliers should issue account statements on a monthly basis. Failure to follow our invoicing requirements could result in your invoice being returned for re-issue. This may delay payment. Invoices and statements should be sent to: ASOS.com Ltd Asos.com Ltd 1 Kingsway London WC2B 6XD OR to accounts@asos.com Please direct any queries to accounts@asos.com

18 ASOS Delivery Note Date Supplier MDA No ASOS PO No. No. of Cartons ALL DETAILS BELOW FOUND ON ASOS PO ASOS Style Code ASOS SKU Description Size Colour Order Qty Del Qty Sample: DFCJA54321 DFCJA54322 Fur Panel Jacket M Brown

19 ASOS Carton Label PO No. MDA No. ASOS Style Code: Carton 1 of ASOS SKU: Quantity:

20 ASOS.COM LTD - TERMS AND CONDITIONS OF BUSINESS CONTENTS INTRODUCTION THE CONTRACT - Contracting parties - Administration - Warranty and Indemnity - Confidentiality - Disclosure - Intellectual Property, Copyright and Exclusivity - Product Liability - Proper Law NEW SUPPLIER DETAILS ALTERATIONS TO ORDERS COST PRICES INVOICING AND PAYMENT LABELLING AND PACKAGING FAULTY PRODUCTS SECONDS AND EXCESSIVE PRODUCTION DESPATCH SCHEDULES AND DELIVERY SHORTAGES ORDERS FOR CO-ORDINATES APPENDIX: FORM 1: PURCHASE ORDER FORM 2: NEW SUPPLIER FORM FORM 3: AGENT APPOINTMENT LETTER FORM 4: FACTOR APPOINTMENT LETTER

21 INTRODUCTION The following pages outline the Terms and Conditions of Asos.com Limited that shall apply to all orders placed with the company s Suppliers. These should be read in conjunction with the Supplier Manual provided, as the procedures and processes referred to therein shall constitute part of the Terms and Conditions of Business of Asos.com Limited. Should any amendments be made to these, written notice shall be given to the Supplier and any such changes shall become effective to future orders issued by Asos.com Limited. Should you have any comments on the Terms and Conditions please contact the Asos.com Finance Team. PLEASE NOTE: Acceptance of future orders we place with you will be deemed to be your agreement to be bound by these Terms and Conditions. Asos.com Limited will not undertake business on any other terms, unless agreed in writing in advance of the issue of any orders.

22 THE CONTRACT All purchase orders placed are subject to the Terms and Conditions of supply. The following shall be the express terms and conditions applicable to every purchase order for supply and may not be varied except where agreed in writing in advance of the issue of a purchase order. Contracting Parties: The purchase order contract will be placed by Asos.com Limited, 1 Kingsway, London, WC2B 6XD. The purchase order contract will be issued and sent to the Supplier in the manner agreed between the parties, which may include post, facsimile or . The order shall be in the form outlined in appendix 1. The Supplier shall be deemed to have accepted the order unless refusal to accept the order is received by Asos.com Limited within 7 days of the communication of the written purchase order. Administration: The administration arrangements shall be conducted in accordance with the details outlined in the Terms and Conditions of Business detailed in the Asos.com Limited Supplier Manual. Warranty and Indemnity: All products sold to Asos.com Limited by the Supplier under this contract shall: (i) (ii) (iii) (iv) (v) (vi) Comply and be in accordance with all make up, specifications, patterns, drawings, samples and other descriptions provided, referred to or required by Asos.com Limited; and, Be fit and sufficient for the purposes intended; and, Be of merchantable quality; and Be free from any defect in materials or workmanship; and Carry appropriate labels as specified to the supplier by Asos.com Limited; and Be packaged and presented in accordance with Asos.com Limited s written requirements

23 In addition to the foregoing, but not by way of limitation, the Supplier warrants to and undertakes with Asos.com Limited to the intent that the products are fit and safe and that the products and any materials used in their preparation and all apparatus and premises used in their processing, preparation, handling and storage comply in all respects with all statutes, regulations, byelaws and British standards in force at the date of delivery ( the Statutes ) and the Supplier undertakes to supply to Asos.com Limited and any Government Department and Local Authority at the request of Asos.com Limited all such information and proper evidence of tests and examinations and research as shall be reasonably necessary to establish compliance with the statutes or each and any of them think fit. The Supplier will at the request of Asos.com Limited give to the company an express warranty in the terms set out in the immediately preceding paragraph of compliance with the statutes as Asos.com Limited may specify which warranty Asos.com Limited may publish or disclose as it thinks fit. The Supplier warrants that all products, packaging and labelling supplied shall not infringe the copyright, patent, design right, registered design, trademark or any other intellectual property right of any third party save that no liability shall attach to the Supplier if merchandise is sourced by Asos.com Limited. Confidentiality: The Supplier undertakes to keep confidential all information and property received by it from Asos.com Limited including products for the supply to Asos.com Limited under this contract. The Supplier shall not without first obtaining the written consent of Asos.com Limited in any manner disclose, advertise or publish the fact that the Supplier has contracted to furnish Asos.com Limited with the merchandise supplied under the contract. Disclosure: The Supplier shall disclose all matters which may at any time give rise to a claim or proceedings. Intellectual Property, Copyright and Exclusivity: The Supplier undertakes that in respect of any patterns and/or drawings, specifications and/or labels, information, descriptions, blocks, gauges, samples and components supplied by Asos.com Limited (which will remain at all times the property of Asos.com Limited) (i) (ii) To use them ONLY for the purposes of fulfilling the contract To return them carriage paid in good order and condition on completion of the contract or earlier on demand

24 (iii) (iv) (v) Not to copy nor allow them to be copied by third parties To take all reasonable care of them and to keep them in a safe place To replace any patterns, drawings which may be damaged or destroyed whilst in the possession of the Supplier or otherwise mislaid by the Supplier Where a Supplier has manufactured a product on behalf of Asos.com Ltd the Supplier undertakes not to supply to any third party any product which is the same or is closely similar in style to any product to be supplied to Asos.com Limited under the contract or any product which is so similar thereto as to be likely to be thought by anyone buying products to be a product supplied by Asos.com Limited. The Supplier acknowledges that Asos.com Limited is the owner of any copyright or registered or unregistered design rights in the design of products manufactured on its behalf by the Supplier. The use of Asos.com Limited patterns, designs, drawings, specifications, labels by the Supplier shall not confer on the Supplier any right to copy, use or exploit in any way, any of the same or any trademarks, copyright or other intellectual property rights owned by Asos.com Limited, or to which Asos.com Limited is or may become otherwise entitled and the Supplier shall not do any act or thing which might be contrary to the interest or rights of Asos.com Limited in any of the foregoing and in particular will not challenge Asos.com Limited s ownership or the validity of any such rights or seek to apply to register any of Asos.com Limited s intellectual property rights (and in particular those subsisting in or relating to any of Asos.com Limited s garment designs whether or not conceived, originated, developed or produced by the Supplier) or represent in any way that it owns or has any right to or in any such rights or designs. Where a product has not been manufactured on behalf of Asos.com Limited the Supplier represents to Asos.com Limited that the owner of the patent, trademark and/or copyright (or other proprietary right) in the Goods has imposed no restrictions on the sale or resale of the Goods. The Supplier further represents to Asos.com Limited that the owner of the patent, trademark or copyright (or other proprietary right) in the Goods has imposed no restriction on where the sales of the Goods can or cannot be made. In the event that these representations are in fact, incorrect, the Supplier shall indemnify and hold Asos.com Limited harmless from and against any expense or loss arising out of Asos.com s reliance on such representations, including but not limited to legal and other professional costs and expenses, any award of damages, and the costs of any settlement. Where a product has not been manufactured on behalf of Asos.com Limited the Supplier agrees to indemnify and keep indemnified Asos.com Limited and its customers, successors, assigns and affiliates from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect

25 consequential losses, loss of profit or loss of reputation, and all interests and penalties) resulting from any alleged passing off, infringement of any patent, trademark or copyright or other proprietary right or resulting from an alleged theft of trade secret, relating to the Goods. Asos.com Limited shall have the right in connection with any charge of such infringement or of such trade secret theft or in connection with a claim that there are restrictions on the sale or resale of the Goods, or in connection with any litigation related thereto, either to defend the matter through counsel of its own (at the entire cost of the Supplier), or at Asos.com Limited s option, to demand that the Supplier defend the matter at its own expense and through counsel of its own choosing after consultation with Asos.com Limited. In either case, the Supplier and Asos.com Limited shall each provide to the other all available information including any relevant assets, accounts, documents and records as may be reasonably necessary to defend the charge, claim or litigation. Asos.com Limited shall have the right, at its sole discretion, to settle any such charge, claim or litigation brought against it. Product Liability: The Supplier shall indemnify Asos.com Limited against any loss or damage or injury to Asos.com Limited, any claim in respect of loss, damage or injury made against Asos.com Limited by third parties, any costs and expenses arising in connection with them which result from the Suppliers failure to comply with the contract (whether negligent or otherwise) and in particular resulting from any defect or alleged defect in the products or their materials, constructions, workmanship or design (to the extent that the Supplier is responsible for design) or any claim against the company under the Consumer Protection Act 1987 or any claim that any products prepared or supplied under the contract, otherwise than exclusively in accordance with the design or instruction given by the company, infringe or are alleged to infringe the rights of any third party claimed under or in connection with any patent, registered design, copyright or breach of confidence. The Supplier shall indemnify Asos.com against all costs claims and liabilities for defective products and/or packaging and/or labelling supplied to Asos.com except where they are manufactured or produced in accordance with Asos.com specifications. The Supplier shall be at all times adequately insured with a reputable insurer against all insurable liability under the contract. The Supplier shall provide all facilities, assistance, and advise required by Asos.com Limited or its insurers, for the purposes of contesting or dealing with any action, claim or manner arising out of the Suppliers performance or purported performance of or failure to perform the contract.

26 Default and Termination: If the Supplier defaults in any of its obligations under the contract, becomes insolvent, has a Receiver appointed of its business or is compulsorily or voluntarily wound up or if Asos.com Limited in good faith believes that any of such events may occur Asos.com Limited shall be entitled at its discretion without prejudice to any other remedy, to suspend the performance of or terminate the contract and in the event of termination to keep or take possession of any products or any items belonging to Asos.com Limited and to enter any premises of the Supplier for that purpose. If Asos.com Limited terminates the contract the Supplier shall return to Asos.com Limited all payments made and if Asos.com Limited rejects the products the Supplier shall return all payments made for the rejected products. Where on termination Asos.com Limited elects to keep or take any products it shall account to the Supplier for them at a proportion of their price or their value to Asos.com Limited whichever is less but otherwise no compensation shall be payable to the Supplier on termination or rejection. No failure or delay on the part of Asos.com Limited to exercise any of its rights in respect of any default under the contract by the Supplier shall prejudice its rights in connection with the same or any subsequent default. Assignment: The purchase order shall not be assigned nor sub-contracted without the written authority of Asos.com Limited. Proper Law: The contract shall be governed by English Law, and the Supplier consents to the exclusive jurisdiction of the English Courts in all matters regarding this contract except to the extent that Asos.com Limited invokes a jurisdiction of the Courts of any other country.

27 NEW SUPPLIER DETAILS On commencing to supply Asos.com Limited, the Supplier will be asked to complete a New Supplier Form, as outlined in Appendix 2. Failure to complete and submit this form could result in the delayed issue of purchase orders and delay in payments being made. The Supplier should ensure that any changes in details following the submission of this form to Asos.com Limited are notified in writing within 14 days of any such change. Payment shall be made by cheque or to the account listed on your New Supplier Form until Asos.com Limited has confirmed receipt of your change of bank details. Where Asos.com Limited makes payment to the bank account stated on the New Supplier Form in respect of products supplied by the Supplier, the Supplier shall effectively discharge Asos.com Limited to any indebtedness of Asos.com Limited to the extent of any such payment made. Purchase orders shall be issued in the form and manner agreed on the new supplier form. The issue of an order in the agreed manner by Asos.com Limited shall continue unless the company is advised of any change by the Supplier and Asos.com Limited shall be deemed to have communicated the Purchase Order to the Supplier by communicating it in the form and manner agreed on the new supplier form, unless notified to the contrary by the Supplier. ALTERATIONS TO ORDERS It may be necessary from time to time to make alterations to Purchase Orders. Alterations may include amendments to cost prices, quantities, delivery dates, etc. Any alterations will be agreed with the Supplier and, following agreement with the Supplier, will be confirmed by the issue of a revised written Purchase Order. The Supplier will take reasonable steps to assist Asos.com Limited in making any alterations to the Purchase Order and it is acknowledged that such alterations may require assistance from Asos.com Limited should the Supplier have committed to fabric or component costs based on the original Purchase Order issued. COST PRICES Overseas Suppliers: The prices of products shall be as stated in the Purchase Order and shall be Landed Duty Paid unless stated to the contrary in the order.

28 The cost price shall be in Sterling unless otherwise agreed and stated on the Purchase Order. UK Suppliers: The prices of products shall be as stated in the Purchase Order and shall be UK delivered cost (delivery to be made to the Hemel Hempstead Distribution Centre) unless stated to the contrary in the order. All Suppliers: The stated cost price shall include all costs for packaging, components, accessories and labelling. The cost price is exclusive of any applicable value added tax unless the contrary is stated in the order. The prices, conditions and other items stated or referred to on the Purchase Order shall not be changed or varied except in writing and signed by Asos.com Limited.

29 INVOICING AND PAYMENT Invoicing: The Supplier shall invoice for the products supplied following the despatch of the products from their premises. Invoices shall include details of the quantities dispatched together with the Asos.com SKU code with the agreed cost price and all invoices shall state the Asos.com Purchase order number. A hard copy of the Supplier invoice should be sent to Asos.com Limited, 1 Kingsway, London, WC2B 6XD. Asos.com Limited shall approve the invoice for payment on receipt of the products at the Distribution Centre. If the products require an importation license the Supplier shall be responsible for ensuring that any required quota is available. Please refer to the Supplier Manual, which outlines the circumstances in which products may be refused or rejected resulting in payments being refused or reduced. Failure to comply with the instructions on the face of the Purchase Order may delay payment but such delay in payment shall in no way affect Asos.com Limited s right to any cash discount to be allowed on the price of products supplied under the Purchase Order. Payment: The normal due date for payment shall be 30 days after the date of invoicing by the Supplier, except that payments shall normally be made on the Friday of each week. Asos offers the following early settlement discounts: 1) Payment within 15 days of receipt of goods - 5% 2) Payment within 30 days of receipt of goods - 3% 3) Payment after 30 days of receipt of goods - Nett You should indicate on the New Supplier Form or to your contact as Asos.com which is your preferred payment term. At all times Asos.com reserves the right to pay to terms. If you wish to change terms then please contact accounts@asos.com. Where Suppliers are based overseas, payment may be delayed by the transmission of funds through the international clearing system. Asos.com Limited will endeavour to ensure payment is made in the most efficient and cost effective manner for both the Supplier and Asos.com Limited.

30 Payment shall be no earlier than the date of receipt of the products at Asos.com Limited s Distribution Centre in Hemel Hempstead, unless the delayed receipt of the products is not as a result of actions of the Supplier. Confirmation of Payment: If the supplier requires notification of payment of invoices, the method of communication shall be agreed with the Asos.com Finance Team. Right of Set-off: Asos.com Limited shall be entitled to set-off any sums payable by the Supplier to Asos.com Limited arising under these Terms and Conditions against any sums owed by Asos.com Limited to the Supplier. Interest may be charged at the rate of 2% per month on any outstanding amounts due to Asos.com Limited which have not been paid by the due date stated on the debit note or have not been set-off against amounts due to the Supplier by Asos.com Limited. Correspondence: Correspondence on all matters relating to payments, discrepancies, returns, etc and any general query concerning your account can be made by: - accounts@asos.com Post: Finance Team Asos.com Limited 1 Kingsway London WC2B 6XD LABELLING AND PACKAGING The Purchase Order shall specify details of the labelling and packaging requirements for the products ordered and full details of labelling and packaging procedures are as specified in the Asos.com Supplier Manual. The Supplier undertakes to meet these labelling and packaging specifications and no alteration from the specification shall be made without the express authorisation from Asos.com Limited, such authorisation to be made in writing.

31 If products are received which do not conform to the labelling and packaging specifications detailed on the Purchase Order, Asos.com Limited shall be entitled at its discretion without prejudice to any other remedy to exercise any one or more of the following rights: (iii) Reject the products in whole or in part (iv) Permit the Supplier to replace, repair or reinstate the products so that they conform to the contract (v) Carry out or have carried out at the Suppliers expense such work as is necessary to ensure the compliance of the products with the terms of the contract The cost of any products rejected shall be charged to the Supplier. Products rejected will be held at the Asos.com Limited Hemel Hempstead Distribution Centre awaiting the instructions of and at the risk of the Supplier for a reasonable period (not exceeding 30 days from the date of delivery to Asos.com Limited). If not collected by or on behalf of the Supplier within 30 days, the products may be disposed of by Asos.com Limited in such a manner as it shall in its discretion think fit, at the sole expense of the Supplier and the Supplier shall have no claim whatsoever against Asos.com Limited in respect of the disposal of such products or any of them. The Supplier shall be invoiced by Asos.com Limited for any costs incurred by Asos.com Limited in holding the faulty products and shall be required to pay the amount of any such invoice within 7 days of its date of issue. In the event that remedial work is undertaken to the products, by Asos.com Limited, for labelling or packaging, the Supplier shall be invoiced by Asos.com Limited and shall be required to pay the amount of any such invoice within 7 days of its date of issue. Asos.com Limited shall also reserve the right to recover any other costs or losses arising as a result of the failure of the Supplier to meet its obligations in respect of labelling and packaging procedures. FAULTY PRODUCTS Identified on Delivery: If any of the products received at the Hemel Hempstead Distribution Centre do not conform to the contract on any grounds at all including but without limitation by reason of quality or being unfit for the purpose of which they are required or failing to correspond with either sample or description, Asos.com Limited shall be entitled at its discretion without prejudice to any other remedy to exercise any one or more of the following rights: (i) Reject the products in whole or in part

32 (ii) (iii) Permit the Supplier to replace, repair or reinstate the products so that they conform to the contract Carry out or have carried out at the Supplier s expense such work as is necessary to ensure the compliance of the products with the terms of the contract The cost of any products rejected shall be charged to the Supplier. Products rejected will be held at the Asos.com Limited Hemel Hempstead Distribution Centre awaiting the instructions of and at the risk of the Supplier for a reasonable period (not exceeding 30 days from the date of delivery to Asos.com Limited). If not collected by or on behalf of the Supplier within 30 days, the products may be disposed of by Asos.com Limited in such a manner as it shall in its discretion think fit, at the sole expense of the Supplier and the Supplier shall have no claim whatsoever against Asos.com Limited in respect of the disposal of such products or any of them. The Supplier shall be invoiced by Asos.com Limited for any costs incurred by Asos.com Limited in holding the faulty products and shall be required to pay the amount of any such invoice within 7 days of its date of issue. In the event that remedial work is undertaken to the products, by Asos.com Limited, for rectification of the products, the Supplier shall be invoiced by Asos.com Limited and shall be required to pay the amount of any such invoice within 7 days of its date of issue. Asos.com Limited shall reserve the right to charge penalties or recover any other costs or losses arising as a result of the failure of the Supplier to meet its obligations in respect of quality, safety and ethical procedures. Returned from Customers: We offer suppliers a choice in how we deal with Faulty Returns from Customers ( Faulties ). Option 1) Faulties will be returned and recharged to the Supplier together with a carriage charge by the issue of a debit note; or Option 2) a 2% deduction made to all invoices to cover anticipated returns, these faulties will not be returned to the Supplier. The average level of faulties will be monitored and should the average level rise above 2% then Asos.com reserves the right to make further charges to the Supplier. You should indicate on the New Supplier Form or to your contact at Asos.com which is your preferred method of dealing with faulties. Where a product recall has been required due to a major problem affecting a style, this will mean that all stock from the delivery is returned to the Hemel Hempstead Distribution

33 Centre. Asos.com Limited will advise the Supplier of such a recall and agree the appropriate course of action. The Supplier will be entitled to attend any inspection in the Hemel Hempstead Distribution Centre. Asos.com Limited shall be entitled at its discretion without prejudice to any other remedy to exercise any one or more of the following rights: (i) (ii) (iii) Reject the products in whole or in part Permit the Supplier to replace, repair or reinstate the products so that they conform to the contract Carry out or have carried out at the Supplier s expense such work as is necessary to ensure the compliance of the products with the terms of the contract The cost of any products rejected shall be charged to the Supplier. Products rejected will be held at the Asos.com Limited Hemel Hempstead Distribution Centre awaiting the instructions of and at the risk of the Supplier for a reasonable period (not exceeding 30 days from the date of delivery to Asos.com Limited). If not collected by or on behalf of the Supplier within 30 days, the products may be disposed of by Asos.com Limited in such a manner as it shall in its discretion think fit, at the sole expense of the Supplier and the Supplier shall have no claim whatsoever against Asos.com Limited in respect of the disposal of such products or any of them. The Supplier shall be invoiced by Asos.com Limited for any costs incurred by Asos.com Limited in holding the faulty products and shall be required to pay the amount of any such invoice within 7 days of its date of issue. In the event that remedial work is undertaken to the products, by Asos.com Limited, for rectification of the products, the Supplier shall be invoiced by Asos.com Limited and shall be required to pay the amount of any such invoice within 7 days of its date of issue. Asos.com Limited shall reserve the right to charge penalties or recover any other costs or losses arising as a result of the failure of the Supplier to meet its obligations in respect of quality, safety and ethical procedures. Penalties charged may include carriage and handling costs per item in dealing with faulty returns together with administrative costs. Where a product recall is required, penalties of up to 20% of the order value may be imposed in addition to the recovery of costs or losses arising. SECONDS AND EXCESS PRODUCTION Some seconds and over made garments are unavoidable. Our objective is to reduce the amount to a minimum.

34 The Supplier on accepting a Purchase Order undertakes to comply with the following in respect of excesses/seconds Removal of Identification: All marks, labels and packaging identifying any mark, brand or trademark of Asos.com Limited must be removed TOTALLY by the Supplier before the products leave the factories or if they are sold in factory shops. These include - Brand / Logo / Trademarks - Style Identification Numbers - Care instructions - Swing tickets - Packaging marks - Hangers - Inner soles from shoes - Size markers It is not acceptable to cover identifying marks; they must be completely removed. If it is not possible to remove the identification because it is imprinted on the product, then the product must be destroyed. DESPATCH SCHEDULES AND DELIVERY The Supplier on accepting the Purchase Order undertakes to adhere to the procedures laid out in the Supplier Manual for the despatch and delivery of products to Asos.com Limited on the specified availability/delivery date supplied by Asos.com Limited, time being of the essence in the contract. Where costs are incurred by Asos.com Limited as a result of failure of the Supplier to conform to these procedures, Asos.com Limited shall be entitled to recover any such costs. The Supplier shall be invoiced by Asos.com Limited and shall be required to pay the amount of any such invoice within 7 days of its date of issue. If the products require an importation license and duty is payable, the Supplier shall be responsible for ensuring that any required quota is available. Failure to ensure the necessary quota is available may result in cancellation of the contract or the right to recover costs incurred and losses arising as a result of no quota being available.

35 Asos.com Limited shall also reserve the right to charge penalties or recover any other costs or losses arising as a result of the failure of the Supplier to meet its obligations in respect of despatch and delivery procedures. SHORTAGES AND EXCESSIVE DELIVERIES Delivery Discrepancies: Delivery discrepancies may arise due to short deliveries, faulty products or products not conforming to the agreed specifications. In the event that products are faulty or do not conform with the agreed specifications, Asos.com Limited shall notify the Supplier and shall advise the course of action to be taken. Asos.com Limited shall issue a debit note to the Supplier for the quantity of products not received or not accepted as outlined above. The value of such debit notes shall be deducted from any outstanding invoices due for payment to the Supplier. Where possible, Asos.com shall match debit notes against the invoice for the product to which the debit note relates. Where no amounts remain payable to the Supplier, the Supplier shall be required to make payment to Asos.com Limited to the bank account detailed on the debit note within 7 days of the issue of the debit note. Asos.com Limited shall notify the Supplier of shortages (in writing) within 30 days of such shortage becoming apparent. Excessive Deliveries: No quantity in excess of that in the contract will be accepted without the prior written agreement of Asos.com Limited. If excessive quantities are received which have not been agreed, Asos.com Limited may refuse to make payment for such excessive quantities and may require the products to be returned to the Supplier, at the Supplier s cost. ORDERS FOR CO-ORDINATES Without prejudice to any other rights or remedies outlined in the Terms and Conditions, where two or more styles are ordered by Asos.com Limited that are co-ordinates and the Supplier (i) fails to deliver on time all those products that comprise the co-ordinates and/or

36 (ii) products being a style that is a co-ordinate do not conform to the product requirements warranted under the contract Asos.com Limited shall be entitled to reject all of the orders relating to styles comprising the co-ordinate styles and shall be entitled to recover any costs or losses arising as a result of the cancellation of the orders.

37 FORM 1 EXAMPLE PURCHASE ORDER

38 FORM 2 - NEW SUPPLIER FORM COMPANY NAME POSTAL ADDRESS TELEPHONE NUMBER FACSIMILE NUMBER INVOICE QUERIES CONTACT: INVOICE QUERIES VAT REGISTRATION (if applicable)

39 ADDRESS FOR COMMUNICATION OF ORDERS: COMPANY BANK DETAILS: ACCOUNT NAME: ACCOUNT NUMBER: SORT CODE / SWIFT REF: BANK NAME & ADDRESS: CURRENCY OF ACCOUNT: PREFERRED PAYMENT TERMS (PLEASE TICK ONE): 15 Days or less, 5% Days, 3% PREFERRED METHOD FOR DEALING WITH RETURNS FROM CUSTOMERS ( FAULTIES ) (PLEASE TICK ONE): All Returns to be recharged and returned 2% Deduction to all invoices

40 HAS AN AGENT BEEN APPOINTED FOR INVOICING OR COLLECTION OF DEBTS? IF YES: If the Company has appointed an Agent to whom we are required to make payment, please also complete and forward to us an Agent Appointment letter as outlined in Form 3. HAVE YOU ENTERED A FACTORING AGREEMENT? IF YES: If the company has entered into a factoring arrangement in respect of payments due to you from Asos.com Limited, a legal letter of contract on your own notepaper must be completed as outlined in Form 4 and bank account details of the Factoring Company s bank must be provided with that letter.

41 FORM 3 AGENT APPOINTMENT LETTER (TO BE TYPED ON YOUR COMPANY LETTERHEAD) To: Finance Department Asos.com Limited 1 Kingsway London WC2B 6XD Dear Sirs CONTRACT ARRANGEMENTS 1. In consideration of you from time to time placing orders with us for the supply of products we confirm that (INSERT NAME OF AGENT) of (INSERT ADDRESS OF AGENT) is our duly authorised Agent appointed by us in connection with the contractual arrangements between ourselves and your company. 2. We confirm that:- a) payment made to (INSERT NAME OF AGENT) in respect of products supplied to you by us is, to the extent of such payment, effective discharge by you to any indebtedness to us. b) in respect of all products paid for in accordance with paragraph (a) title thereto will pass to you on such payment being made. 3. We confirm that we will not revoke or limit our Agent s authority without first giving to you not less than 14 days written notice. For and on Behalf of DIRECTOR duly authorized

42 FORM 4 FACTOR APPOINTMENT LETTER (TO BE TYPED ON YOUR COMPANY LETTERHEAD) To: Finance Department Asos.com Limited 1 Kingsway London WC2B 6XD Dear Sirs FACTORING ARRANGEMENTS 1. In consideration of you from time to time placing orders with us for the supply of products we confirm that (INSERT NAME OF FACTORING COMPANY) of (INSERT ADDRESS OF FACTORING COMPANY) is our duly authorised Factoring Company appointed by us with regard to the contractual arrangements between ourselves and your company to receive all sums due from you to us in respect of those products. 2. We confirm that:- a) payment made to (INSERT NAME OF FACTORING COMPANY) in respect of products supplied to you by us is, to the extent of such payment, effective discharge by you to any indebtedness to us. b) in respect of all products paid for in accordance with paragraph (a) title thereto will pass to you on such payment being made. 3. We confirm that we will not revoke or limit our Factoring Company's authority without first giving to you not less than 14 days written notice. For and on Behalf of DIRECTOR duly authorised