Terms
and Conditions of Trading
1.
Definitions
The following definitions are used in and form part of these Terms and
Conditions of Trading. In these Terms and Conditions:
"The Supplier" shall mean Embroidery N I Limited, it's owner and
all persons connected with Embroidery N I Limited for the purposes of
trading.
"Goods" and/or "Services" shall mean garments and other items
supplied, whether embroidered or not, by the Supplier, to any Third
Party, and shall include but not be limited to embroidery-only services
of items which are the property of any Third Party. “The Supplier” and
“Embroidery N I Limited” are interchangeable.
"The Customer" shall mean any Third Party to whom Goods and
Services are supplied, have been supplied or are to be supplied.
"Foreign Language" or "Foreign Languages" shall mean any
and all languages which are not UK or US English.
"Enquiry" or "Enquiries" shall mean any request for
information from a Third Party to the Supplier, whether or not that
request results in an Order.
"The Order" or “An Order” shall mean confirmed requests
for Goods and Services from a Customer, for which, by placing the Order,
the Customer has agreed to pay in full, within the time or times
specified by the Supplier.
"Artwork" shall mean any image supplied by any Third Party to the
Supplier by physical or electronic means, from which the Supplier is
required to produce a Stitch File.
"Stitch File" shall mean a computer file produced using
embroidery software, containing the electronic information necessary to
produce an embroidery product.
“Delivery” and “Collection” shall mean the time at which
the Customer takes possession of Goods or Services and these words may
be interchangeable in these Terms. They need not necessarily be taken to
mean specifically an act in which Goods or Services are dispatched by
post or other courier nor an act by which a Customer visits the
Supplier’s premises.
“In Writing”
shall mean any non-verbal communication either written by hand,
typewritten onto paper or transmitted by electronic and/or digital
means.
“The Supplier Will/Shall Not Be Liable”
shall mean that, to the fullest extent permitted at law the Supplier
will not be liable for damages of any kind. This is a comprehensive
limitation of liability that applies to all damages of any kind,
including (without limitation), compensatory, direct, indirect or
consequential damages, loss of data, income or profit, of or damage to
property and claims of third parties.
2.
Goods and Services
2.1. Supply of embroidered goods.
The
Supplier shall, at his absolute discretion, obtain garments and other
textiles which he will machine embroider and supply in accordance with
Orders placed by customers and clients, subject to the substitution
clause in these terms.
2.2. Embroidery only services.
The Supplier shall, at his absolute discretion, supply machine
embroidery services to customers and clients who provide their own
garments and other textiles for embroidery.
2.3. Unembroidered goods.
The Supplier shall, at his absolute discretion, obtain and supply goods
without embroidery and in accordance with Orders placed by customers and
clients, subject to the Substitution clause in these terms.
2.4. Quality of supplied goods.
The Supplier endeavours to supply only goods from established and
reputable sources, unless otherwise specified by the Customer.
2.5. Customers’ own goods.
Customers supply goods for embroidery entirely at their own risk. The
Supplier Will Not Be Liable for damages arising out of or in connection
with the use of Embroidery N I Limited.
2.6. Substitution.
Embroidery N I Limited does not normally carry stock; items are obtained
to order. All items obtained by the Supplier on behalf of the Customer
are subject to availability. The Supplier reserves the right to
substitute garments when those ordered are unavailable. Prices will be
agreed between the Supplier and the Customer before any substitutions
are made.
2.7. Delivery Times.
The
Supplier completes all Orders as soon as possible but Customers should
allow up to 28 days for delivery from the date of acceptance of an order
by the Supplier. Any likelihood of overrunning that period will be
notified to the Customer at the earliest possible time. In such cases
the Supplier will inform the Customer
2.8. Special Deadlines.
The Supplier will endeavour to meet any special deadlines the Customer
may have, but will not accept any deadlines which may prove detrimental
to pre-existing customers.
3.
Ownership, Copyright and Acknowledgment of Artwork
3.1.
Notwithstanding and regardless of Artwork, the ownership and copyright
of all digitised designs provided by the Supplier is asserted and
remains with Embroidery N I Limited and any request for copies of design
will be charged. This assertion extends to the website and catalogue in
which these terms and conditions appear.
3.2.
The
responsibility for ensuring that copyright and ownership laws are
maintained in respect of all Artwork supplied by the Customer for
inclusion in an Order remains with the Customer. To the fullest extent
permitted at law the Supplier Shall Not Be Liable for claims arising
from the misuse or breach of copyright and/or ownership of Artwork.
3.3.
The
Customer agrees to allow the Supplier to use images of any and all
finished products and embroidery patterns and designs for the purposes
of advertising and marketing the Supplier's business. This shall
include, but not be limited to publication of such images on the
Supplier’s website.
3.4.
From time to time, the Supplier may wish to exhibit garments and/or
other textiles bearing logos and/or designs owned by a Customer for the
purpose of promoting the Supplier’s business. The Supplier will seek the
Customer’s permission, either verbal or written, to do this before
undertaking any such exhibition
4.
Orders and Ordering
4.1.a.
The Customer may make an Order for Goods from the Supplier by electronic
mail or by means of a postal or telephone order, or in person. The
Supplier will issue a confirmation of order with an appropriate order
number. From the time an order is accepted and an order number issued,
the Customer is considered to have entered into a contract with the
Supplier, which is binding upon both parties.
4.1.b.
The
Customer shall check the confirmation of order and notify the Supplier
of any errors or discrepancies at the earliest available opportunity.
The Supplier Will Not Be Liable where the Customer has not, within a
reasonable time, notified the Supplier of errors or discrepancies in the
confirmation.
4.2.
The Customer shall supply to the Supplier all required Artwork in either
physical or electronic form at or before the time of the Order.
4.3.
Where
Artwork is supplied by post or other courier either on floppy discs,
Compact Discs, flash drives, memory sticks or any other electronic or
digital storage device, or in physical form, items are submitted
entirely at the Customer's own risk. No responsibility can be accepted
by the Supplier for loss or damage to such items, howsoever caused.
Additionally, The Supplier Shall Not Be Liable for damages arising from
the loss or damage to any item supplied either by post or other courier
or by electronic mail.
4.4.
The Customer is responsible for ensuring the accuracy of the Order. By
placing an Order for Goods and Services the Customer shall be deemed to
have accepted and agreed to be legally bound by these Terms and
Conditions.
4.5.
Embroidery N I Limited operates a No Minimum Order Policy on most lines.
Where minimum order quantities are necessary, these shall be clearly
notified on the Supplier's website. To mitigate postage charges in
obtaining stock to order and small-order penalties levied by some
suppliers, we have a small order charge on an order of five garments or
less.
5.
Acceptance of Orders
5.1.
The Supplier will normally accept Orders for Goods and Services subject
to the exclusions listed later in these Terms and Conditions.
5.2.
The Supplier will accept Artwork in a Foreign Language provided that:
a. A full, verbatim translation of any Foreign Language into English
is supplied with the Foreign Language content.
b. The translation is accurate and can be verified by an independent
translator.
c. The content of the Order conforms in all ways to these terms and
conditions, notwithstanding the Foreign Language being used.
An additional charge may be levied where the services of an independent,
professional translator are required.
6.
Exclusions
6.1.
The
Supplier reserves the right to refuse to accept any Order which
contains, in the Supplier's opinion:
a. Pornography of any description, either textual or graphic, even
if it would otherwise be considered "soft".
b. Material which is racist, sexist, ageist or inflammatory in any
other way.
c. Offensive, defamatory or libellous material.
d. Material of a nature which may encourage, support or promote any
illegal or banned organisation.
e.
Material of a nature which may encourage, support or promote any
contraband or any other illegal or banned substance, item or activity.
f. Material which may encourage, support or promote political change
in any area of the world, other than by the accepted legal processes of
that country.
g. Material which may encourage, support or promote civil or
military unrest in any area of the world.
h. Material which may encourage, support or promote cruelty of any
nature, either to humans or to any animal.
This list may not be exclusive and the final decision on whether or not
to accept Artwork lies solely and absolutely with the Supplier. The
Supplier reserves the right to refuse to accept any Order on any grounds
whatsoever without assigning a reason.
7.
Catalogue(s)
7.1.
Any and
all statements, terms, prices and other information shown in
Catalogue(s) and Price List(s) and/or Merchandising provided by the
Supplier form part of these Terms and Conditions unless otherwise
stated. Any part of any Catalogue, Price List or Merchandising supplied
by Embroidery N I Limited may be varied from time to time at the
Supplier's absolute discretion.
8.
Supplementary Terms and Conditions
8.1.
Any and all special Terms (including but not exclusively notifications
of discounts and temporary or permanent variations and special terms for
specific customers or groups) form part of these Terms and Conditions,
regardless of whether or not they are included herein. These Terms and
Conditions may be quoted in whole or in part as part of any
supplementary Terms and Conditions.
9.
Prices and Payment
9.1. VAT.
All
prices are quoted exclusive of VAT. VAT will be added at the rate in
force to all prices, except for items which are exempt from VAT or
zero-rated. VAT Registration is subject to law and may occur
without notice. If this should happen between a quote being issued and
an order being placed, the Supplier will endeavour to notify any
Customers who may be affected.
9.2.
Prices. Any and all prices and other information shown in the
Suppliers Catalogue, Price List
and/or
Merchandising
form part of these Terms and Conditions unless otherwise stated. The
Supplier reserves the right to vary prices without notice at his
absolute discretion. Where a price has been varied following the issue
of a quotation, the Supplier will notify the Customer as soon as
possible.
9.3. Quotations.
Validity of quotations is at the Supplier’s absolute discretion and may
vary from quote to quote. The validity of any written quote will be
shown clearly on that quote. Quotations should not be confused with
estimates.
9.4. Estimates.
The Supplier may offer informal costing estimates from time to time,
either verbally or in writing, but these are not binding upon any party
in any way whatsoever.
9.5. Payment Terms.
.
Payment
terms are normally Payment with Order. At his absolute discretion, the
Supplier may offer Payment on Delivery, Payment on Collection, Payment
on Receipt of Invoice or 30 Days’ Credit. The Supplier will specify
terms at the point into which a contract is entered.
9.6. Credit Terms.
Credit terms are offered to customers at the Supplier’s absolute
discretion, but will normally be limited to business customers with whom
the Supplier has already dealt successfully. The period of credit is
strictly 30 days Nett, commencing with and including the date upon which
an invoice is issued.
9.7. Overdue Accounts.
Embroidery N I Limited reserves the reserves the right to charge
compound interest at 5% of the gross invoice value per month on overdue
invoices, commencing on the 31st day following the invoice date.
Embroidery N I Limited will seek debt recovery by any legitimate and
lawful means including, but not limited to, claims in the County Court
and/or the employment of a licensed debt recovery agency.
9.8. Dishonoured Cheques.
Embroidery N I Limited reserves the right to charge a minimum
administration fee of £25 for dishonoured cheques. This is the minimum
charge and may vary, depending upon costs actually incurred by
Embroidery N I Limited in recovering the debt.
9.9. Discounts.
The Supplier may, from time to time and at his absolute discretion,
offer discounts based upon order quantity or for any other reason which
the Supplier may assign. Discounts are not a right of the Customer and
may be withdrawn at any time. Discounts are not negotiable. Initial
Setup and Carriage Charges are not included in discounts.
9.10.
Trade Prices. The Supplier may, at his absolute discretion, offer
Trade Prices to business customers for whom he is undertaking
sub-contract work, but are not available to other business customers who
are end-users or consumers of the Supplier’s products. These prices are
negotiable at the time that sub-contract work is accepted and will
normally be agreed in writing with the business customer before work is
undertaken. Trade Prices are subject to periodic review and
re-negotiation. Trade Prices offered to one business customer may not
necessarily be the same as those offered to another.
9.11. Methods of Payment.
The
following methods of payment are accepted by Embroidery N I Ltd.
a.
Personal Cheque –
Accepted
only when made payable to Embroidery N I Limited and when fully
supported by a current, valid guarantee card which guarantees the entire
amount on the cheque.
b.
Company-Type Cheques.
Cheques from legitimate businesses and unincorporated organisations,
made payable to Embroidery N I limited are accepted by arrangement.
d.
BACS –
Payments are accepted into the Supplier’s business account, details of
which will be notified to the Customer on request. Customers should
allow 4-5 working days for BACS payments to reach the Supplier’s
account.
g.
Cash
– when presented in person. Notes may be subject to security checks.
10.
Carriage (Shipping and Handling)
10.1. Charges.
Carriage is normally charged according to weight and volumetric weight
as designated by the Carrier, unless otherwise arranged. The Supplier
reserves the right to add reasonable charges to cover the cost of
packaging and the time taken to arrange shipment.
10.2. Method.
Goods will normally be shipped via the most cost-effective route.
Carriers may include, but not be limited to the Royal Mail or any other
courier service. The Supplier may also deliver goods personally by prior
arrangement, for which a carriage charge will normally be levied.
10.3 Insurance and Claims.
Goods will not normally be insured in transit below the value of £100
unless the customer specifically requests it. Costs of insurance,
Recorded Delivery or Registered Post must be borne by the Customer and
will be included in the Carriage charge. The Supplier Shall Not Be
Liable for claims arising from loss or damage to properly packaged goods
in transit.
11.
Returns.
Please refer to the Warranties and Liabilities clause of these
Terms and Conditions.
12.
Foundation of Contract and Specifications.
12.1.
No Contract will subsist between the Supplier and Customer for the sale
of any Goods unless and until the Supplier accepts the order by e-mail,
telephone, letter or other means.
12.2.
Whilst
the Supplier makes every effort to ensure that any and all Goods
descriptions and illustrations supplied by him are accurate and current,
the Supplier is dependant upon the requirements of each individual
Customer. Completed Goods may therefore differ slightly from advertised
descriptions.
12.3.
The Supplier cannot guarantee product availability. Should Goods ordered
be temporarily unavailable the Customer shall be notified of the delay
in delivery and given the option to cancel the order. If the Customer
does not cancel the Order, the Customer shall be deemed to have accepted
the new delivery date.
12.4.
By placing an order for Goods and/or Services from the Supplier, the
Customer acknowledges that he, she or they have read fully and
understood these Terms and Conditions and is entering into a contract
based upon these Terms and Conditions by which he, she or they agree to
be legally bound.
13.
Warranties and Liability.
13.1.
The Supplier always uses good quality Garments and Substrates, but
cannot guarantee nor offer a warranty upon the quality of manufacture of
any Garment or Substrate nor upon the conditions in which the Goods are
transported during delivery. If the Customer should discover (within 3
days of delivery) that an item is faulty, then the Supplier will replace
the Goods, subject always to the Goods being returned for inspection
prior to any replacement being made. To claim under this guarantee the
customer must contact the supplier and obtain returns authorisation.
Once authorisation has been obtained the customer should return the
alleged faulty Goods to the returns address given. The Goods will then
be inspected and if the alleged fault is found a replacement will be
issued.
13.1.a.
Returns of embroidered goods are not accepted under any circumstances
other than those described in sub-clause 13.1.
13.2.
The guarantee detailed at sub-clause 13.1 is not relevant and does not
exist where the Customer has supplied their own Garment(s) or other
Substrate(s).
13.3.
Every care is taken to ensure that all Goods submitted for embroidery by
a Customer are returned in the condition in which they were received.
However, it should be understood that they will be subjected to a
mechanical process during embroidery. Any and all items submitted to the
Supplier, which are the property of the Customer or any Third Party on
whose behalf the customer is acting, are submitted entirely at the
customer’s own risk.
13.4.
The Supplier will not be liable for damages arising out of or in
connection with the use of Embroidery N I limited, including use
outlined at sub-clause 13.3
13.5.
Sizing information provided by garment manufacturers is beyond the
control of Embroidery N I limited and Embroidery N I Limited shall not
be liable for the fitting of garments which are supplied correctly and
in accordance with the sizes specified by the Customer in their order.
Embroidery N I Limited does not provide sizing advice.
13.6.
For the avoidance of doubt, where Goods are sold under a consumer
transaction the statutory rights of the Customer are not affected by
these Terms and Conditions.
14.
General.
14.1.
If any provision of these Terms and Conditions is declared by any
judicial or any other competent authority to be void, voidable, illegal
or otherwise unenforceable or indications to that effect are received by
either party from any competent authority then that provision shall be
limited or eliminated to the minimum extent necessary so these Terms and
Conditions shall otherwise remain in full force and effect and
enforceable.
14.2.
These Terms and Conditions supersede any prior agreement between the
parties whether written or oral under such prior agreements.
14.3.
These Terms and Conditions shall be governed by and construed in
accordance with the laws of Northern Ireland and shall have
non-exclusive jurisdiction to decide any dispute concerning these Terms
and Conditions or the subject matter of these Terms and Conditions.
14.4.
No waiver by the Supplier of any breach of these Terms and Conditions by
the Customer shall be considered as a waiver of any subsequent breach of
the same or any other provisions.