Terms & Conditions for use with Business Customers
1.1. Definitions: In these Conditions, the following definitions apply:
Company: Heron Supplies Limited registered in England and Wales with company number 3293897.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
Contract: the contract between the Company and the Customer for the supply of Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Company.
Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including, acts of God, accident, war or threat of war, sabotage, insurrection, civil disturbance, terrorism, riot, civil commotion, measures of any kind on the part of any governmental, parliamentary or local authority, import or export relations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving its own workforce or a third party's), malicious damage, difficulties in obtaining raw materials, labour, fuel, parts or machinery, failure of energy sources or transport network, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters, breakdown in machinery or default of suppliers or contractors.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for the supply of Goods, as set out in the Customer's purchase order form or the Company's written acceptance of the Company's quotation, as the case may be.
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality;
1.2.2. a reference to a party includes its successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to writing or written includes faxes and emails.
2. BASIS OF SALE
2.1. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions and the Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point the Contract shall come into existence. Any Contract for bespoke Goods will require signed authorisation of a proof/draft by the Customer or its representative in advance of the Order being accepted by the Company. It is the sole responsibility of the Customer to ensure that bespoke designs or logos provided to the Company are correct and of a sufficiently high resolution. [We recommend at least 300dpi for all images. Any pantone references should be specified at the time of ordering].
2.3. No Order which has been accepted by the Company may be cancelled by the Customer other than by agreement in writing and the Customer shall, if requested to do so by the Company, indemnify the Company in full against all losses (including loss of profit), costs (including cost of labour and raw materials), damages, charges and expenses incurred by the Company in respect of the Order and its cancellation. In particular cancellation of any Contract in accordance with this clause will render the Customer liable for any costs incurred in setting up logo images for digitising a logo for embroidery or printed items pursuant to clause 4.2.
2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
2.5. Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods contained in the Company's catalogues, brochures or on the Company's website, are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6. Any typographical, clerical or other error or omission in any sales literature, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on behalf of the Company.
2.7. These Conditions and the terms of the Customer's credit account (if applicable) apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8. The Company reserves the right without notice to the Customer to make any changes in the specification of the Goods, which are required to conform with any applicable statutory or regulatory requirements or which do not materially affect their quality or performance.
3.1. The Goods are described in the Company's catalogue and at www.heronsupplies.co.uk.
3.2. Samples are chargeable unless written consent is given by the Company.
3.3. To the extent that the Goods are bespoke, based on a drawing, logo and/or specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of such Customer's drawing, logo and/or specification.
4. PRICING AND PAYMENT
4.1. The price of the Goods shall be the price set out in the Order or, if no price is quoted, the current price as set out in Company's published price list at the time of the Order. The Company reserves the right to alter prices from time to time without prior notification.
4.2. If a logo is digitised in order to fulfil an Order, subsequent cancellation of that order will render the Customer liable for costs of the logo set up equating to £8 per thousand stitches with a minimum charge of £25. We will keep your design on file for future use with us, should you wish to have the file for use elsewhere there will be a charge of £50 plus VAT.
4.3. The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the price of the Goods that is due to any factor beyond the Company's control, any request by the Customer to change delivery dates, quantities, or types of Goods ordered or any delay caused by instructions given by the Customer or failure to give the Company adequate information.
4.4. The price is exclusive of any value added tax (VAT) (unless otherwise stated in writing) which the customer shall, on receipt of a valid VAT invoice, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
4.5. The total price detailed in the Order is inclusive of any applicable delivery charges. Where special requests are made in accordance with clause 5.3, the Company may issue a separate invoice for any additional delivery charges.
4.6. Unless the Customer has an approved credit account with the Company, the Customer shall be required to pay the price of the Goods in full and cleared funds at the time the Order is submitted. No Order will be accepted until payment has been made. If the Customer has an approved credit account with the Company, the Customer shall pay the price of the Goods in full and cleared funds within 30 days from the date of invoice. Time for payment is of the essence.
4.7 The Customer is responsible for ensuring copies of all invoices have been received. Statements are sent/emailed to the Customer at the end of each calendar month. Any missing or disputed invoices must be notified in writing within seven days of the end of the calendar month in which the statement is due in order to put the invoice in question on hold. Any disputes or claims not notified within this period will be subject to clause 4.8 below.
4.8 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
4.8.1 cancel or suspend any further deliveries or Orders to the Customer;
4.8.2 charge the Customer (whether before and after any judgment) interest on the overdue amount at the rate of 8% per annum above the NatWest Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until payment of the overdue amount is made. The Customer shall pay the interest together with the overdue amount;
4.8.3 charge the Customer all costs and expenses incurred by the Company in the collection of overdue monies including without limitation debt collection agency fees and all legal costs; and
4.8.4 charge an administration fee of up to £25 per overdue invoice to the Customer's account each month.
4.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
5.1 The Company shall deliver the Goods to the location set out in the Order (or for Customers with a credit account, the Customer's place of business as set out in its credit account) or such other location as the parties may agree (Delivery Location).
5.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location unless the Goods are collected from the Company's premises then delivery of the Goods shall be completed on completion of loading of the Goods at the Company's place of business.
5.3 The Company will arrange delivery of the Goods where the Customer has paid for delivery or the Order value exceeds the current free delivery threshold. The method of delivery shall be at the Company's sole discretion unless the Customer has a specific request. Any special delivery requirements shall be charged to the Customer and invoiced separately in accordance with clause 4.5.
5.4 Any unloading of the Goods at the Delivery Location will be the responsibility of the Customer. It is the responsibility of the Customer to ensure that there is someone at the Delivery Location to sign for the Goods.
5.5 All delivery dates quoted are for guidance only and the time for delivery is not of the essence. The Company will not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, or the Customer's failure to provide the Customer with adequate delivery instructions or any other instructions that are relevant to the delivery of the Goods.
5.6 If the Company fails to deliver the Goods to the Delivery Location, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If the Customer fails to accept or take delivery of the Goods, the Company will attempt to contact the Customer to rearrange delivery, for which it reserves the right to charge the Company for any additional delivery costs. If the Customer fails to rearrange delivery of the Goods within 3 business days of the original attempt at delivering the Goods, then except where such failures or delays are caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract:
5.7.1 delivery of the Goods shall be deemed to have been completed at 9.00am on the fourth business day following the day on which the Company first attempted to deliver the Goods; and
5.7.2 the Company shall store the Goods until delivery takes place and charge the Company for all related costs and expenses (including insurance).
5.8 If 10 business days after the original attempt at delivering the Goods, the Customer has not accepted or taken delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. The Company shall not be liable to the Customer in respect of Goods which are bespoke or have been altered or embroidered.
5.9 Where the Goods are delivered by instalments, each delivery shall constitute a separate Contract.
6 RISK AND PROPERTY
6.1 The Risk in the Goods shall pass to the Customer at the point in which the relevant delivery carrier takes possession of the Goods.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Company receives payment in full (in cash or cleared funds) for the Goods; or
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify the Company immediately if it becomes subject to any of the events listed in clause 10.1; and
6.3.5 give the Company such information relating to the Goods as the Supplier may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as the Company's agent; and
6.4.2 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy the Company may have:
6.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 the Company may at any time:
184.108.40.206 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
220.127.116.11 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1 The Company shall, as far as possible, pass any manufacturer's warranty for the Goods to the Customer.
7.2 Subject to 7.1, the Seller warrants that on delivery and for a period of 6 months from the date of delivery (Warranty Period), the Goods shall:
7.2.1 conform with their description;
7.2.2 be free from material defects in design, material and workmanship;
7.2.3 be of satisfactory quality (within the meaning of the Sale of Goods act 1979); and
7.2.4 be fit for any purpose held out by the Company.
7.3 Subject to clause 7.4, if:
7.3.1 the Customer gives notice in writing to the Company during the warranty period within 2 business days of delivery if such defect was apparent on delivery or within a reasonable time of discovery if not apparent on delivery, that some or all of the Goods do not comply with the warranty set out in clause 7.2;
7.3.2 the Company is given a reasonable opportunity of examining such Goods; and
7.3.3 the Customer (if asked to do so by the Company) returns such Goods to the Supplier's place of business at the Customer's cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.4 The Company shall not be liable for Goods' failure to comply with the warranty set out in clause 7.2 in any of the following events:
7.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 7.3;
7.4.2 the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.4.3 the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
7.4.4 the Customer alters or repairs such Goods without the written consent of the Company;
7.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.4.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.5 It shall be the responsibility of the Customer to collect the Goods from the Company's premises Goods returned pursuant to clause 7.3 if the Customer's claim in respect of those Goods proves not to be valid.
7.6 Slight variations may occur in size, shape and colour to any embroidery applied to clothing, this is entirely normal.
7.7 Except as provided in this clause 7, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.2.
7.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8 LIMITATION OF LIABILITY AND INDEMNITY
8.1 Nothing in these Conditions shall limit or exclude the Company's liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.1.4 defective products under the Consumer Protection Act 1987; or
8.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
8.2 Subject to clause 8.1:
8.2.1 The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or the proceeds of insurance received by the Company in respect of such liability (whichever is greater).
9 FORCE MAJEURE
9.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event
10 CONTRACT TERMINATION
10.1 The Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer breaches any term of the Contract;
10.1.2 the Customer is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning section 123 of the Insolvency Act 1986;
10.1.3 If the Customer compounds or makes any voluntary arrangement with its creditors or an application is made to court or an order is made for the appointment of an administrator or (being an individual or a firm) becomes the subject of a bankruptcy petition or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction);
10.1.4 or an encumbrancer takes possession, or a receiver is appointed over any property or assets of the Customer;
10.1.5 the Customer ceases or threatens to cease to carry on business;
10.1.6 the Customer shall suffer any analogous proceedings under foreign law; or
10.1.7 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
10.2 If any provision of this clause applies then (without prejudice to any other right or remedy available to the Company , the Company shall be entitled to cancel the contract forthwith or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable to the Company notwithstanding any previous agreement or arrangement to the contrary and the Company shall be entitled to immediate possession of the Goods and to exercise its rights under clause 6 above.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in the Goods or arising out of or in connection with the Goods or their manufacture are and shall (other than to the extent that such Intellectual Property Rights are the Customer's pre-existing intellectual property provided to the Company in order for the Company to provide the Goods to the Customer under the Contract) remain the exclusive property of the Company and/or any third party licensor.
11.2 When a Customer requests the Company to reproduce an image and/or logo it is the responsibility of the Customer to ensure that they have obtained the appropriate permissions and/or licences to do so. The Company reserves the right to request such permission and/or licence in writing. By placing an Order the Customer confirms that it has the required permission and it shall indemnify the Company in full against any claims and costs that arise in respect of the Order and pursuant to clause 3.3.
12 RETURNS POLICY
12.1 The Customer may notify the Company, on 01905 763500, within 7 business days of delivery of the Goods that it wishes to return some or all of the Goods to the Company. The Customer shall be responsible for the cost of returning the Goods and shall pay an administration fee of up to 25% of the price of the Goods in respect of the costs incurred in dealing with the return. Evidence of purchase must be supplied.
12.2 The Goods returned must be in the condition in which they were received by the Customer and remain in their original packaging in order to be eligible for a refund.
12.3 Any Goods which are purchased by the Company specifically for the Customer or which are machined, altered or embroidered to the Customer's drawings, logos or specifications, or in any way modified from standard, may not be returned unless otherwise agreed in writing by the Company and the Company shall be entitled to recover any losses incurred as a result of such return.
13 OTHER IMPORTANT TERMS
13.1 Assignment and other dealings.
13.1.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
13.1.2 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.3.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.
13.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.3.2 If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
13.8 Governing law. The Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
If you have any comments or questions regarding the terms and conditions, you can contact us by email (via the Contact Us page), post or by telephone.
Heron Supplies Ltd, Unit A, Perrywood Trading Park, Wylds Lane, Worcester, WR5 1DZ.
Phone: 01905 763500
©2016 Heron Supplies Ltd
All Rights Reserved. E&OE.
Consumer Terms and Conditions
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. Information about us and how to contact us
2.1 Who we are. We are Heron Supplies Limited a company registered in England and Wales. [Our company registration number is 03293897 and our registered office is at Unit A Perrywood Trading Park, Wylds Lane, Worcester, Worcestershire WR5 1DZ. Our registered VAT number is 715 565625.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01905 763500 or by writing to us at email@example.com or Unit A Perrywood Trading Park, Wylds Lane, Worcester, Worcestershire, WR5 1DZ.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. Our contract with you
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified. If the product is out of stock, we will give you the option to wait until the product is back in stock, at which point your order will be accepted.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. Our products
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown on images on our website.
4.3 Making sure your bespoke products are accurate. If we are adding an embroidered logo to the product, you are responsible for ensuring that the logos you have given us are correct, we will not approve any logo.
5. Your rights to make changes
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. A change may not be possible if we have already embroidered a logo on the product, for example.
6. Our rights to make changes
6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.
6.2 More significant changes to the products and these terms. If we make more significant changes to the product, we will notify you and you may then contact us to end the contract and receive a full refund before the changes take effect.
7. Providing the products
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website before your order is submitted.
7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. However, we will deliver products which are in stock as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 08:30 – 16:00 on weekdays (excluding public holidays) by giving 24 hours’ notice.
7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, our delivery carrier will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery, fail to be available for a re-arranged delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs, charges submitted by our delivery carrier and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.7 Your legal rights if we deliver late. You have legal rights if we deliver any products late. If we miss the delivery deadline for any products then you may treat the contract as at an end straight away if any of the following apply:
(a) we have refused to deliver the products;
(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) you told us before we accepted your order that delivery within the delivery deadline was essential.
7.8 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.7, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.9 Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause 7.7 or clause 7.8, you can cancel your order for any of the products or reject products that have been delivered. If you wish, you can reject or cancel the order for some of those products (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled products and their delivery. If the products have been delivered to you, you must either return them in person to our warehouse, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01905 763500 or email us at firstname.lastname@example.org for a return label or to arrange collection.
7.10 When you become responsible for the product. The product will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.
7.11 When you own goods. You own a product, which is goods, once we have received payment in full.
7.12 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, size and logos for embroidering onto the products. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.13 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see clause 6 ).
7.14 We may suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4 ) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 12.6 ). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.5 ).
8. Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11 ;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2 ;
(c) If you have just changed your mind about the product, see clause 8.3 . You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.2 );
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 1 month; or
(e) you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
(a) products which have been altered for you or made bespoke in any way, for example by embroidering a logo onto the products;
(b) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(c) any products which become mixed inseparably with other items after their delivery.
8.5 How long do I have to change my mind? How long you have depends on how the products are delivered.
(a) you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods completed when the product is delivered and paid for. If you want to end the contract, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract, including any set up costs for bespoke items.
9. How to end the contract with us (including if you have changed your mind)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Phone or email. Call customer services on 01905 763500 or email us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address. ]
(b) Online. Complete the Contact Us on our website.
(c) By post. Print off the contact form and post it to us at the address on the form. Or simply write to us at that address, including the information required in the form.
(d) Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Unit A, Perrywood Trading Park, Wylds Lane, Worcester, WR5 1DZ or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 01905 763500 or email us at firstname.lastname@example.org for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.2 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
9.3 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.
9.4 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.5 Deductions from refunds. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.6 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. Our rights to end the contract
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, sending us a relevant logo; or
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
(d) we become aware that you do not have the necessary rights or permissions in respect of the logo to allow its reproduction on the products.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11. If there is a problem with the product
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01905 763500 or write to us at email@example.com and Unit A, Perrywood Trading Park, Wylds Lane, Worcester, WR5 1DZ.
11.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of your product your legal rights entitle you to the following:
· up to 30 days: if your item is faulty, then you can get a refund.
· up to six months: if your faulty item can't be repaired or replaced, then you're entitled to a full refund, in most cases.
· up to six years: if the item can be expected to last up to six years you may be entitled to a repair or replacement, or, if that doesn't work, some of your money back.
11.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to our warehouse, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01905 763500 or email us at firstname.lastname@example.org for a return label or to arrange collection.
12. Price and payment
12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated on our website, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
12.4 When you must pay and how you must pay. We accept payment with Visa, Visa Debit, Mastercard, UK Electron cards. You must pay for the products at the time of placing any order, unless an alternative payment arrangement is agreed in writing by the Company.
12.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
13. Our responsibility for loss or damage suffered by you
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We are not liable for business losses. We only supply the products to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14. How we may use your personal information
14.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these at any time by contacting us.
14.2 We will only give your personal information to other third parties where the law either requires or allows us to do so.
15. OTHER TERMS
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
15.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
15.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.