LEVI STRAUSS SOUTH AFRICA (PTY) LIMITED

STANDARD CONDITIONS OF TRADING

The following shall be the sole terms and Conditions of the contract arising from any

order placed with and accepted by Levi Strauss South Africa (Pty) Limited unless

otherwise expressly agreed in writing and signed by Levi Strauss South Africa (Pty)

Limited.

1 INTERPRETATION

1.1 In the interpretation of these Conditions the following words and

expressions shall have the following meanings unless the context

otherwise requires:

1.1.1 "Complementary Products" means certain other high-quality, high-

image clothing and clothing accessories which are compatible with

the common identity and reputation of Levi’s® Stores and which are

not Levi’s® Products;

1.1.2 "Conditions" means the terms and conditions contained in this

document;

1.1.3 "Customer" means such person as shall have placed an order with

Levi Strauss for the supply of the Products which has been accepted

by Levi Strauss and/or any other person whom Levi Strauss has

contracted to supply;

1.1.4 "Levi’s® Products" means Levi’s® jeans and other clothing items

and accessories bearing the Trade Marks as distributed by Levi

Strauss from time to time;

1.1.5 "Levi’s® Stores" means the retail outlets for the display, marketing

and sale of the Products using the Trade Marks;

1.1.6 "Levi Strauss" means Levi Strauss South Africa (Pty) Limited,

registration number 1994/009168/07, a limited liability private

company duly incorporated in the Republic of South Africa;

1.1.7 "LS & Co" means Levi Strauss & Co of San Francisco, California,

a company incorporated in the United States of America;

1.1.8 "Order Confirmation" means Levi Strauss' written confirmation

given to the Customer which confirms availability of the Products

ordered and acceptance of the Customer's order;

1.1.9 "Price" means the amount set out in Levi Strauss' quotation or

invoice subject to any variation confirmed by Levi Strauss and/or any

subsequent adjustment to be made thereto in terms of these

Conditions;

1.1.10 "Prime Rate" means the publicly quoted rate (per cent, per annum)

from time to time charged by Nedbank Ltd for similar amounts on

unsecured overdraft to its prime customers in good standing in the

private sector, as certified by any manager of that bank whose

appointment it will not be necessary to prove, calculated on a daily

basis and compounded monthly in arrear;

1.1.11 "Products" means the Levi’s® Products and the Complementary

Products as well as all products supplied by Levi Strauss to the

Customer in terms of these Conditions or in terms of any contract

entered into between the Customer and Levi Strauss, the

manufacture and/or assembly thereof by Levi Strauss, all material or

components incorporated therein, and any services rendered or work

performed by Levi Strauss to or for the benefit of the Customer;

1.1.12 "Trade Marks" means the trade marks and trade names and their

associated trade marks, symbols, logos, colour schemes and

designs generally used in the promotion of Levi’s® Products and

other branded products, owned by or licensed to LS & Co's and/or its

associated companies or any of them, from time to time;

1.1.13 "VAT" means value-added tax as levied from time to time in terms of

the VAT Act;

1.1.14 "VAT Act" means the Value-Added Tax Act, 1991.

1.2 Any substantive provision, conferring rights or imposing obligations on a

Party and appearing in any of the definitions in this clause 1 or elsewhere

in these Conditions, shall be given effect to as if it were a substantive

provision in the body of these Conditions.

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1.3 Words and expressions defined in any clause shall, unless the application

of any such word or expression is specifically limited to that clause, bear

the meaning assigned to such word or expression throughout these

Conditions.

1.4 Subject to clause 1.5, defined terms appearing in these Conditions in title

case shall be given their meaning as defined, while the same terms

appearing in lower case shall be interpreted in accordance with their plain

English meaning.

1.5 Reference to "days" shall be construed as calendar days unless qualified

by the word "business", in which instance a "business day" shall be any

day (other than a Saturday, Sunday or public holiday in the Republic of

South Africa). Any reference to "business hours" shall be construed as

being the hours between 08h30 and 17h00 on any business day. Any

reference to time shall be based upon South African Standard Time.

1.6 Any number of days prescribed shall be determined by excluding the first

and including the last day or, where the last day falls on a day that is not a

business day, the next succeeding business day, unless where specifically

otherwise provided in terms of these Conditions.

1.7 Where figures are referred to in numerals and in words, and there is any

conflict between the two, the words shall prevail, unless the context

indicates a contrary intention.

1.8 No provision herein shall be construed against or interpreted to the

disadvantage of a party by reason of such party having or being deemed to

have structured, drafted or introduced such provision.

1.9 The expiration or termination of these Conditions shall not affect such of

the provisions of these Conditions as expressly provide that they will

operate after any such expiration or termination or which of necessity must

continue to have effect after such expiration or termination, notwithstanding

that the clauses themselves do not expressly provide for this.

1.10 The use of any expression in these Conditions covering a process

available under South African law, such as winding-up, shall, if any of the

parties to these Conditions is subject to the law of any other jurisdiction, be

construed as including any equivalent or analogous proceedings under the

law of such other jurisdiction.

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1.11 The words "include" and "including" mean "include without limitation" and

"including without limitation". The use of the words "include" and

"including" followed by a specific example or examples shall not be

construed as limiting the meaning of the general wording preceding it.

1.12 Any reference in these Conditions to these "Conditions" or any other

agreement or document shall be construed as a reference to these

Conditions or, as the case may be, such other agreement or document, as

amended, varied, novated or supplemented from time to time.

2 APPLICABILITY OF CONDITIONS

2.1 These Conditions supersede all prior negotiations, representations and/or

agreements, and all other terms express or implied whether by law or

custom or otherwise including usages of trade; and no other conditions nor

any amendment hereof or warranty or guarantee (including terms and

conditions in any standard order forms, letter, e-mail or other Customer’s

document which conflicts with or adds to these Conditions) whether

purporting to have been given by any officer, employee or agent of Levi

Strauss or otherwise shall be binding on Levi Strauss unless specifically

accepted by a director of Levi Strauss in writing.

2.2 No variation from these Conditions and no contrary stipulation by the

Customer shall be valid unless specifically accepted by a director of Levi

Strauss in writing and then only to the extent of such acceptance. In the

event of any conflict between any conditions purporting to have been

introduced by the Customer whether before or after these Conditions have

been conveyed to the Customer and which have not been so accepted, the

provisions of these Conditions shall prevail.

3 ACCEPTANCE

3.1 Any order placed with Levi Strauss is subject to a written Order

Confirmation by Levi Strauss as soon as is practical after receipt of the

Customer's order, which Order Confirmation must be in writing, pending

which no contract binding upon Levi Strauss shall be deemed to have been

established.

3.2 In the event of Levi Strauss being unable to confirm less than 80% (eighty

percent) of a Customer's particular order in terms of the Order

Confirmation, that Customer may cancel such an order, provided that

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written notice is given to Levi Strauss not later than 14 (fourteen) days

after receipt by the Customer of the abovementioned Order Confirmation,

failing which a binding contract in respect of the order as indicated in the

Order Confirmation will come into place.

4 PRICE

4.1 Prices for the Products and, where applicable, discounts, VAT, excise and

other duties and taxes, are those that apply at the date of receipt by Levi

Strauss of the relevant order for the Products. Levi Strauss reserves the

right to revise the Prices at any time before the date of the Order

Confirmation, in which event the revised Price as contained in the Order

Confirmation will be binding on the Customer.

4.2 Levi Strauss may grant such discounts as it in its sole discretion may deem

appropriate from time to time.

4.3 Prices are stated exclusive of VAT, excise duty and delivery surcharges

(not applicable to collect orders).

4.4 Orders are subject to surcharges where the order is below the minimum

order values stipulated by Levi Strauss from time to time, as well as

surcharges for broken case lots, as specified by Levi Strauss from time to

time.

4.5 All variation orders must be in writing and shall not be binding upon Levi

Strauss unless accepted by it. If as a result of the Customer's instructions

for variations as aforesaid or the Customer's failure to give instructions, all

extra costs incurred by Levi Strauss shall be paid for by the Customer.

4.6 Prices quoted are conditional upon placement of an order for all the

Products encompassed by the quotation. If any items are excluded in the

order placed by the Customer, Levi Strauss will be entitled to confirm

acceptance making such allowance for the excluded items as Levi Strauss

may in it discretion determine as indicated above in the Order

Confirmation.

5 TERMS OF PAYMENT

5.1 Accounts are due and payable not later than 30 (thirty) days from the date

of the Levi Strauss invoice, unless otherwise agreed in writing by Levi

Strauss, provided that if such 30 (thirty) day period falls on a day which is

not a business day, payment shall be due on the immediately preceding

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business day. All payments shall be free of set-off, deductions or charges

other than any settlement discount agreed to by Levi Strauss in writing.

5.2 All payments shall be made to Levi Strauss in South African currency free

of exchange into the following bank account or such other account or place

as Levi Strauss may from time to time in writing direct:

Bank: HSBC BankBranch name: HSBC – Johannesburg BranchBranch number: 587000Bank Account number: 1 21 009252 001Swift code: HSBCZAJJ

Some banks in South Africa do not cater for 12 digit accounts. Please remove the 1 at the front of the account number if your EFT system only allows for 11 digits.

5.3 No payment may be delayed by the Customer on the grounds of alleged

default by Levi Strauss, nor shall the Customer be entitled to set off any

claim alleged against Levi Strauss whether arising out of the contract in

question or otherwise.

5.4 In the event of Levi Strauss having to take legal action against the

Customer to collect amounts owing by the Customer –

5.4.1 Levi Strauss shall be entitled (but not obliged) to institute proceedings

in any magistrates court having jurisdiction over the Customer's

person notwithstanding the amount of Levi Strauss's claim and the

Customer by submitting his order shall be deemed to have consented

thereto;

5.4.2 a default certificate issued under the hand of any director of Levi

Strauss (whose status as such need not be proved) showing the

amount due by the Customer at any given time, shall be prima facie

evidence of the amount due by the Customer and such certificate shall

be sufficient for purposes of judgment or provisional sentence or other

legal proceedings;

5.4.3 the Customer shall be responsible for payment of all legal fees and

costs incurred by Levi Strauss on an attorney and own client basis,

including collection commission.

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5.5 In the event of any amount due not being paid by the Customer on the

due date thereof, interest shall, without prejudice to Levi Strauss' other

remedies, accrue on the amount which is due and owing, at 5 (five)

percentage points above the Prime Rate, from due date of payment until

the date of receipt of payment, both days inclusive.

5.6 Levi Strauss accepts no responsibility for the mis-allocation of payments

received by Levi Strauss unless such payment is accompanied by full and

proper particulars to enable it to be identified, including the Customer's

account number in the books of Levi Strauss. No payment shall be

deemed to have been received by Levi Strauss until it is credited to the

account of the Customer in Levi Strauss's books and all payment shall first

be allocated to interest accrued and thereafter to the capital amount due.

6 DELIVERY

6.1 The Customer agrees that the signature of any of the Customer's

employees or any authorised independent carrier, on the official delivery

note or invoice of Levi Strauss, constitutes delivery of the Products

purchased by the Customer.

6.2 Unless otherwise stated all orders are quoted C.I.F. Cape Town.

6.3 If Levi Strauss agrees to arrange transport of the Products to any other

place, all costs of such transport shall be for the Customer's account, and

delivery will be deemed to have taken place when the Products leave Levi

Strauss's premises.

6.4 Levi Strauss's obligations cease with the clear receipt obtained when

Products are delivered to the station stated in 6.2 above or otherwise as

stipulated in 6.3. The risk in the Products sold, passes to the Customer on

delivery as aforesaid and the Customer shall insure the same for such

sums and against such risks as Levi Strauss may reasonably require.

Ownership of the Products shall however only pass to the Customer after

Levi Strauss shall have received full payment for the Products and

ownership shall remain vested in Levi Strauss until that time. If third

parties try to assert or substantiate rights to any Products in which Levi

Strauss still has proprietary rights, the Customer shall be obliged to inform

Levi Strauss immediately, and Levi Strauss shall in the event of any such

claim, whether the Customer has notified Levi Strauss or not, be entitled to

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take whatever action it may deem fit to protect its rights, including

cancellation of the sale and repossession of the Products.

6.5 In the event of any cancellation of a sale, whether in terms of this clause or

by virtue of any other provision of these Conditions, the Customer

undertakes to look after and keep the Products safe until repossessed by

Levi Strauss, and upon request from Levi Strauss the Customer

undertakes to hand over and return the Products to Levi Strauss. Levi

Strauss shall remain entitled to payment for all work completed up to date

of cancellation.

6.6 The Customer shall give such notices and obtain such undertakings as

Levi Strauss may reasonably require to protect Levi Strauss's rights in

terms of this clause.

6.7 The time given for delivery is to be dated from the date of the Order

Confirmation. Levi Strauss shall not be held responsible for any delays of

delivery or non-delivery due to the failure of the Customer to supply any

instruction or component or material which the Customer is required to

supply or to any cause beyond Levi Strauss's control including (without

limiting the generality of the aforegoing) delays by suppliers, breakdowns of

machinery, labour disputes, war, rebellion, riots, lockouts, civil commotions,

fire, accidents, droughts, floods and storms, regulations or orders of any

government or authority or Act of God, or Levi Strauss's inability to obtain

any necessary licence or permit required.

6.8 In the event of any such delay, the contract in so far as it relates to further

deliveries and implementation of Levi Strauss's obligations, will be deemed

to be suspended with the right to Levi Strauss to cancel it, in which event

no further liability shall rest on Levi Strauss other than to refund monies

already paid in respect of Products which have not been delivered; or,

unless the contract has by then been terminated by mutual agreement, to

continue the same as soon as the impediment to delivery has been

resolved in which event delivery will be effected as soon as reasonably

possible thereafter. Any delay in delivery whether arising out of any of the

causes aforementioned or otherwise shall be deemed not to be of the

essence of the contract and the Customer shall not be entitled to cancel

the contract on that ground.

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6.9 Anything to the contrary herein contained notwithstanding, Levi Strauss

shall be entitled to suspend delivery until the full Price as contained in the

Order Confirmation has been paid by the Customer.

7 STORAGE

Levi Strauss will not be obliged to retain the Products or any part thereof as

may from time to time be available for delivery for a period of more than 15

(fifteen) days after notification to the Customer that such Products are so

available. If the Customer shall fail to furnish written instructions as to the

disposal of such Products to Levi Strauss within the time aforementioned,

Levi Strauss shall be entitled without further notice to the Customer to

remove such Products or any part thereof to a place of storage appointed by

Levi Strauss and the cost of such removal and all costs of and incidental to

such storage shall be paid by the Customer or refunded by the Customer to

Levi Strauss if disbursed by Levi Strauss. Delivery in terms of 6 above shall

in such circumstances be deemed to have been effected when the Products

leave Levi Strauss's premises.

8 REFUNDS AND CLAIMS

8.1 Subject to the provisions of this clause, and in particular to 8.2 below,

provided that Levi Strauss in its sole discretion is satisfied that Products

are materially defective in material or workmanship, Levi Strauss will

either:-

8.1.1 replace the Products; or

8.1.2 repay the purchase price of the Products if paid, or pass a credit if not

paid, or

8.1.3 repair the Products

as Levi Strauss may in its absolute discretion determine.

8.2 No claims will be recognised unless made within 7 (seven) days after

delivery and Levi Strauss' agreement to repay, replace or repair the

Products in terms of the aforegoing provisions must be obtained before any

Products are returned. Levi Strauss' acceptance of liability under sub-

clause 8.1 above will be limited to the invoice value of the Products.

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8.3 Under no circumstances will Levi Strauss be responsible for any loss

suffered by the Customer including (without derogating from the generality

of the foregoing) loss of Customer's profits or for any direct, indirect and/or

consequential damages or other loss nor will the Customer be entitled to

any claims for cancellation or rescission of the contract or return of the

Products arising out of errors in carrying out the contract, or for alleged

latent or patent defects, or for delay in delivery, or for unsuitability of

Products for use as intended, whether occasioned by negligence of Levi

Strauss or any other person or not; or for defective workmanship or

materials or in any manner.

8.4 Any advice or assistance given, whether concerning processing or

application possibilities relating to the Products, technical

recommendations or similar indications, or otherwise is given in good faith

but without obligation and subject specifically to the exclusion of any

liability whatever on Levi Strauss's part, or on the part of its employees for

damages whether direct or consequential, or otherwise howsoever, and

whether such claim is based upon alleged breach of contract, or

negligence, or otherwise.

8.5 All data, statements and recommendations made are based upon

information believed to be reliable, but are made without any

representations or guarantee or warranty of accuracy. The Customer is

solely responsible to determine whether the Products ordered by it are

suitable for the purpose for which the Customer intends using them. All

warranties expressed or implied, whether statutory, in terms of common

law or otherwise, are expressly excluded save in so far as specifically

accepted by Levi Strauss in terms of its quotation, and, if so accepted, shall

not extend to any proprietary articles or components supplied by or

incorporated in the Products supplied by Levi Strauss, which articles or

components will be subject to the warranty of the manufacturer (if any)

only.

8.6 Levi Strauss shall not be liable for any alleged shortage in delivery, unless

such shortage is endorsed by the Customer as well as by the driver

employed by the designated transporters as appointed by Levi Strauss on

the delivery consignment notes relating to the Products in question and that

written notice of such claim is received by Levi Strauss within 48 (forty

eight) hours after the receipt of the Products at their destination.

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9 DEFAULT BY CUSTOMER

9.1 In the event of the Customer failing to fulfil on due date any of the terms

and/or Conditions hereof including specifically the failure to make payment

of any amount on the due date for payment thereof, or in the event of the

Customer suffering the judgment of any competent court of law to be taken

against him and failing to settle or to note an appeal against the same

within 7 (seven) days of the granting of such judgment or of application

being made for the sequestration of the Customer's estate as insolvent (or

for its liquidation or judicial management in the case of a company) or of

the Customer assigning or offering to assign his estate for the benefit of his

creditors, then and in any such event Levi Strauss shall be entitled without

further notice (in addition to and without prejudice to any other rights

available at law):

9.1.1 to suspend deliveries and/or any further work on or in connection with

the Products, and

9.1.2 to claim immediate payment of the entire balance of the Price whether

or not Levi Strauss is then able to complete delivery, subject only to

Levi Strauss's obligation upon receipt of payment in full to fulfil delivery

in accordance with the terms of the Contract; and/or

9.1.3 to cancel the Contract and claim payment of all arrear instalments due

(if any) and to retain any payments already made by the Customer,

either as rouwkoop, or by way of penalty or as liquidated damages, or

as payment in respect of the prejudice which it is agreed will be

suffered by Levi Strauss as a result of the Customer's breach

aforementioned; and/or

9.1.4 in lieu of exercising Levi Strauss's rights under 9.1.2 above, to cancel

the contract and claim and recover from the Customer such damages

as Levi Strauss may be able to prove Levi Strauss has sustained and

Levi Strauss shall be entitled to retain all payments made by the

Customer prior to cancellation until the actual amount of damages has

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been determined by a court, and thereupon set off such damages

against the amount so held.

9.2 In the event of cancellation by Levi Strauss in terms of any provision of this

clause 9, Levi Strauss without prejudice to any of its rights, may take

possession of and remove any Products or works or materials in respect of

which the Price has not been paid in accordance with the provisions of 5

above.

10 SCOPE OF ORDERS

10.1 Drawings, designs, photographs and other descriptive matter furnished by

Levi Strauss shall be deemed to be for purposes of description only and

shall not form part of the Contract unless specifically stated to be so in

terms of any order.

10.2 Weights and dimensions stated in any order or any accompanying

documents are given as accurately as circumstances permit but shall be

deemed to be descriptive only and shall not constitute terms of the

Contract unless specifically stated to be so.

10.3 Whilst Levi Strauss will endeavour to supply all Products as closely as

possible to the stated dimensions and weights, reasonable tolerances will

be acceptable and no reasonable discrepancies between the quotation,

order or other definition and the Products as supplied shall vitiate the

Contract or render Levi Strauss liable to the Customer in any way.

10.4 The quoted Price is based upon such drawings, specifications, parts lists

and other data as may have been furnished by the Customer and include

only such items as are called for therein. Should the completion of the

articles require additional work or material, the Customer shall be liable to

pay therefor at Levi Strauss's current Prices.

10.5 All data, drawings, information, specifications, intellectual property rights

and like matter submitted by Levi Strauss in connection with its quotation or

the subsequent supply and promotion of Products shall remain the property

of Levi Strauss and shall not be divulged to any third party without Levi

Strauss's consent. All documents shall be returned to Levi Strauss on

demand. All such matter furnished by the Customer may be disclosed to

such third parties as Levi Strauss may deem necessary for the proper

performance of its obligations hereunder.

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10.6 The Customer shall never and under any circumstances acquire any

rights in respect of the Trade Marks, or in respect of Levi Strauss' or LS &

Co's intellectual property or any of the goodwill relating thereto.

10.7 Point-of-sale materials and/or signage provided to Customer will at all

times remain the property of LS and their use by Customer must comply

strictly with the scope of use specified by LS. LS will be entitled to require

return of any such point-of-sale materials and/or signage at any time.

Customer shall be responsible to LS for maintaining any such point-of-sale

materials and/or signage in good condition, fair wear and tear excepted.

10.8 Products sold to Customer may only be resold through retail by Customer

to the public within the territory that LS specifically authorised in writing.

Customer may not sell Products or allow Products to be sold to

wholesalers, distributors, other retailers, exporters, agents or other

purchasers for purposes of resale unless otherwise approved by LS in

writing prior to such sale. All sales must be personal and conducted

through pre-approved retail outlets.

10.9 Customer must not directly or indirectly sell, buy or otherwise deal in any

pre-owned Products. Customer must not source any Products from any

person other than from LS or its designated distributors.

11 LAW APPLICABLE

The contract between Levi Strauss and Customer arising herefrom, shall in all

respects be governed by the laws of the Republic of South Africa.

12 NOTICES

12.1 The Customer selects as its domicilia citandi et executandi the physical,

postal and telefax addresses as furnished in writing to Levi Strauss, and for

the purposes of giving or sending any notice provided for or required under

these Conditions, provided that the Customer may change its domicilium or

its address for the purposes of notices to any other physical address or

telefax number by written notice to Levi Strauss to that effect. Such

change of address will be effective 5 (five) business days after receipt of

the notice of the change. Levi Strauss' domicilium citandi et executandi

shall be as indicated on its invoice from time to time.

12.2 All notices to be given in terms of this Agreement will be given in writing

and will –

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12.2.1 be delivered by hand or sent by telefax;

12.2.2 if delivered by hand during business hours, be presumed to have been

received on the date of delivery. Any notice delivered after business

hours or on a day which is not a business day will be presumed to

have been received on the following business day; and

12.2.3 if sent by telefax during business hours, be presumed to have been

received on the date of successful transmission of the telefax. Any

telefax sent after business hours or on a day which is not a business

day will be presumed to have been received on the following business

day.

13 GENERAL

13.1 These Conditions constitute the only Conditions between the parties

relating to the matters dealt with herein and, save to the extent otherwise

provided herein, no undertaking, representation, term or condition relating

to the subject matter of these Conditions not incorporated in these

Conditions, shall be binding on any of the parties.

13.2 Levi Strauss shall be entitled to vary these Conditions on not less than 30

(thirty) days' written notice given to the Customer, save where a shorter

notice period is specifically provided for in these Conditions.

13.3 Failure or delay on the part of any party in exercising any right, power or

privilege hereunder will not constitute or be deemed to be a waiver thereof,

nor will any single or partial exercise of any right, power or privilege

preclude any other or further exercise thereof or the exercise of any other

right, power or privilege.

13.4 The parties record that whilst they may correspond via email during the

currency of these Conditions for operational reasons, no formal notice

required in terms of these Conditions, nor any amendment of or variation to

these Conditions may be given or concluded via email.

13.5 All provisions and the various clauses and sub-clauses of these Conditions

are, notwithstanding the manner in which they have been grouped together

or linked grammatically, severable from each other. Any provision, clause

or sub-clause of these Conditions which is or becomes unenforceable in

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any jurisdiction, whether due to voidness, invalidity, illegality,

unlawfulness or for any other reason whatever, shall, in such jurisdiction

only and only to the extent that it is so unenforceable, be treated as pro

non scripto and the remaining provisions, clauses and sub-clauses of these

Conditions shall remain of full force and effect. The parties declare that it is

their intention that these Conditions would be executed without such

unenforceable provision if they were aware of such unenforceability at the

time of execution hereof.

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