1. Agreement

1.1

These terms and conditions form the basis of the legal agreement (“supply agreement”) under which we, Brand Aspect Ltd (company number 5105266) will supply to you goods and items (“goods”) which you have ordered from us and we have agreed to supply to you.

1.2

Each order will constitute a separate supply agreement between us.

1.3

A supply agreement is made only upon these terms and conditions. No additional, or alternative, terms or conditions will apply to a supply agreement unless we and you, between us, through our authorised representatives, agree otherwise in writing.

1.4

We will be entitled to cancel a supply agreement at any time if you have exceeded or will (as a result of the supply agreement in question or otherwise) exceed your authorised credit limit with us, or if any invoices rendered to you for goods previously supplied are overdue.

2.Specification of goods

2.1

All descriptions and other details provided in relation to goods are subject to confirmation by us and may be changed without notice. All sizes are approximate “to fit” sizes and are given as a general guidance only. Colours, shades, materials and sizes of goods may vary to a minor extent from those illustrated.

2.2

Due to constraints in the manufacturing processes of screen printing, embroidery and of our other printing processes we cannot guarantee 100% replication of the design. Depending on the process used there may be slight variations between the artwork and the finished product.

2.3

All goods are subject to availability. We may cancel a supply agreement, or offer suitable alternative items, if the goods ordered are out of stock or no longer available.

2.4

We reserve the right to charge a fee of £15 for artwork supplied that we deem unsuitable and will require additional design work to complete.

2.5

We will rely upon your orders being correct in entering into a supply agreement and reserve the right to refuse to take back goods which are ordered in error or are no longer required. Any such goods returned to us by agreement must be returned to us within twenty working days of agreement, undamaged unmarked and unused. You are to pay us a handling charge equivalent to 10% of the invoice value of the returned goods, plus VAT.

3.Prices and Payment

3.1

The price for the goods (“the contract price”) shall be the price or prices specified by us in any relevant quotation tender or estimate or (if there is no such quotation tender or estimate) shall be the price or prices specified in our price list current at the date of order. We reserve the right to revise our prices at any time without prior notice.

3.2

Unless we expressly state otherwise in writing, all prices are ex-works and are exclusive of carriage postage packaging insurance value added tax and any levy or other tax which may be payable in respect of the goods. Carriage will be charged at £18.00 plus VAT per delivery. We reserve the right to revise these charges at any time.

3.3

You are to pay the contract price plus carriage postage and any other ex works items specified in the invoice within thirty days after the relevant invoice has been sent to you. Payment is to be made in full in pounds sterling in cash or in cleared funds without deducting or setting-off any amounts which we may owe to you.

3.4

We will be entitled to charge you interest at 3% above the base rate of Natwest Bank Plc (or such other clearing bank as we may nominate to you in writing) all amounts payable by you under a supply agreement which are not paid when due from the time when those amounts first become payable up until the time when they are paid in full and whether that is before or after a court judgement.

3.5

Any payments received from you for goods supplied may be appropriated by us and applied towards discharging any amounts owed to us by you in respect of any goods previously supplied where payment is overdue and if so applied will not be deemed to have been received for the goods which those amounts were tendered.

3.6

Returned cheques will be charged at £25 per transaction.

4. Delivery and/or Collection

4.1

Delivery of the goods will be deemed to have taken place:

(A) Upon you collecting them from our premises, which you must do within two working days after we notify you that the goods are ready for collection, (if the goods are to be collected by you). Collection times are between 10:30am and 4pm on a working day.

(B) Immediately upon us delivering the goods to any agreed or usual place for delivery (if we are to deliver the goods). You must accept of all goods which are in good condition and which are as ordered.

(C) Immediately upon us posting them (if we are to deliver by post)

4.2

Delivery is subject to estimated factoring lead time of 2 weeks from confirmation of the order.

(A) If we are to deliver the goods to you (other than by post) within mainland UK then we will arrange for the delivery to be made to the agreed or usual place of delivery. This will take place next working day following completion of your order. (subject to lead times, article 4.2) This delivery will take place between the hours of 9:00 am and 6:00pm.

(B) If we are to deliver the goods to you by post then we will post by first class post on the next working day following order completion. (subject to lead times, article 4.2)

(C) If we are to deliver to a non mainland UK address then we will use all reasonable efforts to deliver within two working days of order completion (subject to lead times, article 4.2)

4.3

Unless we agree otherwise in writing, all delivery dates are estimated dates which we will use reasonable endeavours to achieve. We may deliver the goods to you in advance of any agreed or estimated delivery dates if we give you reasonable prior notice of early delivery

4.4

If you fail to take delivery of the goods or to give us sufficient instructions to enable us to deliver them, we may:

(A) Store the goods at your risk until actual delivery and charge you for the additional costs which we may incur as a result of your failure or

(B) Invoice you for the goods and upon not less than three working days notice to that effect sell the goods at the best price reasonably obtainable. If we do that then you are to pay us the amount of the invoice and the reasonable costs of storage and sale minus the proceeds of sale (which we may use towards the settlement of the invoice) or

(C) Cancel the relevant supply agreement.

(D) Store the goods at our suppliers for a time period arranged by us and specified in writing to you within 3 working days of failed delivery.

4.5

If we deliver the wrong, or damaged, goods to you then you are to notify us within forty eight hours of delivery giving us full details of the damaged or incorrect goods. We will accept returns of such damaged or incorrect goods notified to us in writing within the relevant time period and we will give you the option of a refund or replacement goods. Refunds or replacements claimed outside of the relevant time period and we will give you the option of a refund or replacement goods. Refunds or replacements claimed outside the relevant time period will be at our discretion. We will credit postage costs for returns of wrongly delivered or damaged goods.

4.6

You are to notify us in writing on non-delivery of part of a consignment within five working days of the delivery of the other parts of that consignment. Non delivery of the whole of an consignment must be notified to us in writing within five days of the scheduled delivery date. If you notify us on non delivery within the stated time limits then we will give you the option of a credit or a further delivery of the missing goods. If you do not notify us within the stated time period then we shall not be liable to you for non delivery.

5. Risk Property and Insurance

5.1

All risk in the goods (including their loss or destruction) will pass to you:

(A) Immediately upon the date when delivery takes place (or would have taken place but for your act or default).

(B) Immediately upon the goods having been posted (if we are to deliver by post)

(C) Upon collection of the goods by yourselves from us. (if this has been arranged)

5.2

The property in and title to the goods will not pass to you until we have received payment in full of all amounts due to us in respect of the goods and of all amounts due in respect of other goods previously delivered and invoiced to you.

6.Warranties and Conditions

6.1

We undertake that the goods will, in all material respects, comply with any general description which we may have submitted to you, will be of satisfactory quality and reasonably fit for the purpose for which they were manufactured subject to normal usage. Unless specifically stated otherwise, all garments are for leisure, and not sports, use.

7. Exclusion/Limitation of our liability to you

7.1

With the exception of death or personal injury caused by our negligence (for which there will be no limitation) our liability to you is limited to the invoice value (not including VAT) of the goods which fail to comply with the express undertaking given in condition 6 above. You agree that, in return for the undertakings given in condition 6 all warranties, representations, guarantees, conditions and other terms which we would be implied into a supply agreement by law are excluded.

7.2

We will not be deemed to be in breach of this supply agreement if we are unable to comply with our contractual obligations because of any event or circumstance which is in any way wholly or primarily beyond our control or not due to our act or default and in any such event or circumstance we will be entitled to extend the time for complying with our obligations under a supply agreement by a reasonable time and (if we are still not able to comply with our obligations after such reasonable extension) either of us may there after terminate the supply agreement in question by written notice to the other.

7.3

We will not be liable to you for loss of profits or of a market or for any type of special indirect or inconsequential loss.

8.Intellectual Property Rights

8.1

All copyrights, trademarks, patents and other industrial or intellectual property rights which may arise as a result of, or be displayed or incorporated in any written or printed material or any brochure or internet communication which we may produce either our property or that of third parties and is not to be reproduced used or exploited in any manner whatsoever. You will indemnify us from and against all costs claims and liabilities which we may suffer incur as a result of you using reproducing or exploiting any such industrial or intellectual property rights without the consent of the proprietor.

9.General Matters

9.1

A supply agreement shall be governed by the Laws of England and shall be subject to the exclusive jurisdiction of English Courts of Law.

9.2

A working day is any day from Monday to Friday excluding all statutory bank and public holidays. I.e. Christmas day, good Friday.

9.3

We both agree that these terms and conditions are a reasonable balance between both parties respective interests. If any of these terms and conditions shall be invalid or unenforceable for any reason then that shall not effect the validity or the remainder of the terms and conditions which will remain in full force and effect but as if any such invalid or unenforceable term or condition had never formed part of it.