Terms and Conditions – Slick Stitch

Terms & Conditions

Terms and conditions for the supply of services

Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1. Definitions:

Amendment Fee: the fee as notified (which may be by email) by the Supplier to the Customer from time to time for amending a logo, sponsor details or other details on a Sample, or Good, or Garments (as the case may be).

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6 (Charges and payment).

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 5.2.

Customer Portal: has the meaning of any online system provided to allow access to add orders or view order status information or other details

Deliverables: the deliverables agreed and set out in the Order produced by the Supplier for the Customer.

Embroidery Services: the provision of embroidery and embellishment services by the Supplier of Goods and Garments.

Garments: products owned by the Customer and supplied by the Customer and/or a third party on behalf of the Customer to the Supplier for the purpose of the provision of the Services [but excluding garments purchased by the Supplier on behalf of the Customer and as set out in the quotation provided by the Supplier].

Goods: products owned by the Customer and supplied by the Customer and/or a third party on behalf of the Customer to the Supplier for the purpose of the provision of the Services. [but excluding goods purchased by the Supplier on behalf of the Customer and as set out in the quotation provided by the Supplier.]

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, and the right to sue for passing off rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Man Packing Services: the packing and labelling by the Supplier of a set of Goods and/or Garments to the specification of an individual person.

Order: the Customer’s order for Services as set out in the Customer’s written acceptance of the Supplier’s quotation.

Packaging Services: the provision of packing materials and the packing of Goods and/or Garments by the Supplier.

Printing Services: the provision of printing services by the Supplier upon Goods and Garments.

Sample: a garment and/or good provided by the Customer and which is to form the template for the imposition of logos, designs upon which the Garments and/or Goods are to be produced.

Sample Amendment: the provision of services required to amend a Sample.

Sample Cost: the cost of the Supplier producing a Sample for the Customer and being the amount stated by the Supplier from time to time.

Services: the provision of the following services (as the case may be) and stipulated in the quotation provided by the Supplier to the Customer:-

(i) Embroidery Services;

(ii) Printing Services;

(iii) Packaging Services;

(iv) Man Packing Services;

(v) Third Party Stock Services;

(vi) Stock Warehousing Services; and/or

(vii) Sample Amendment.

SLA: A service level agreement

Specification: the description or specification of the Services provided by the Supplier to the Customer.

Stock Warehousing Services: the provision of storage services of Goods and/or Garments at the premises of the Supplier and upon which Embroidery Services and/or Printing Services are to be provided.

Supplier: Slick Stitch Embroidery Company Limited registered in England and Wales with company number 02627116.

Supplier Materials: Any materials that supplier has agreed to provide as part of its service

Third Party Stock Services: the provision of the service of the purchase of goods and/or Garments by the Supplier for an on behalf of the Customer and upon which all or any of the Services are to be provided.

1. Interpretation:
  1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. A reference to writing or written includes fax and email.
Basis of contract
1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
4. These Conditions 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.
5. Any quotation given by the Supplier shall include details of estimated lead times together with credit limits, but shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.
Supply of Services
1. The Supplier shall supply the Services to the Customer in [accordance with the Specification and any agreed SLA in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the quotation given by the Supplier, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5. The Supplier may charge the Customer to produce a digitised file of the logo, design, and/or sponsor details. If the Customer requires any variation to the logos, design and/or sponsor details provided, then the Amendment Fee shall be due and payable.
Supply of Goods
1. If the Supplier is to provide Third Party Stock Services, then in relation to any goods purchased by the Supplier in order to provide such services:-
  1. to the fullest extent permitted by law the Supplier provides no warranty in relation to such goods including without limitation to their design, workmanship, or conformity with any applicable specification;
  2. the terms implied by Section 13 to 15 of the Sale of Goods Act 1879 are to the fullest extent permitted by law excluded;
  3. risk in the goods shall pass to the Customer on delivery of the goods to the Supplier;
  4. title to the goods shall not pass to the Customer until the Supplier has received payment in full of all relevant charges;
  5. if the Customer becomes subject to any of the events listed in clause 12.2 before title to the goods passes to the Customer then without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the goods in its possession, and enter into any premises of the Customer or of a third party where the goods are stored in order to recover them.
2. Notwithstanding the provisions of clause 4.1 above, if a Customer Default (as defined in clause 5.2 below) relates directly or indirectly to the levels of stock, or the quality of stock, or a Sample, or the positioning of logos to the Goods and/or Garments of the Customer, then the Supplier reserves the right to suspend and put on hold its obligations both under this Contract together with (if relevant) its obligations under the SLA for a period of no longer than 3 Business Days by notifying the Customer (which may be by email) setting out the reasons for the suspension and what is required to be done by the Customer.
3. If pursuant to clause 4.2 above the Supplier notifies the Customer (which may be by email) that if has exercised its right to suspend and put on hold its obligations under this Contract and/or the SLA (as the case may be) (the “Hold Notice”) then the Customer shall have a period of no longer than 5 Business Days starting from the date it receives the Hold Notice to rectify the issues as stated by the Supplier in the Hold Notice to the satisfaction of the Supplier (as relevant).
4. Should the Customer not rectify the issues to the satisfaction of the Supplier as stated in clause 4.3, then the Supplier shall have the right exercisable by notice to extend the lead time in the SLA to such other date as it may determine (acting in its absolute discretion) provided that such date shall be no longer than [40] Business Days.

Customer’s obligations
1. The Customer shall:
  1. ensure that the terms of the Order [and any information it provides in the Specification] are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer employees, agents, consultants and sub-contractors as the Supplier may reasonably require in order to supply the Services;
  4. provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. if the Services are not to include Packaging Services provide the Supplier with all packing materials in a timely manner and in good time to allow the Supplier to adhere to any delivery times and/or lead times agreed with the Customer;
  6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start including without limitation all Intellectual Property Rights licences and consents relating to any logos or transfer third party crests, or sponsor details to be placed on any Goods and/or Garments by the Supplier as part of the provision of the Services;
  7. [comply with any additional obligations as set out in the Specification; and ]
  8. provide all Garments, Goods, Samples (if relevant), or if a Third Party is to be provide the Garments and/or Goods (as the case may be) do so for and on behalf of the Customer so that the Supplier is sufficiently stocked at all times, and that the Stock is correct and relevant to the order and procure that the Third Party shall do so in a timely manner in order to allow the Supplier to perform the Services in accordance with these conditions and in particular the lead times set out in the Suppliers Quotation.
2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
  3. the Customer shall reimburse the Supplier on demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
1. The Charges for the Services shall be as set out in a schedule, priceless or quotation provided by the Supplier to the Customer, or if the quotation has expired, in any price list of the Supplier in force from time to time that the Supplier confirms and accepts the Order
2. The Supplier reserves the right to increase the Charges on an annual basis with effect from the start of March of each year in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and shall be set out in the Customer Portal and based on the latest available figure for the percentage increase in the Retail Prices Index.
3. The Supplier shall invoice the Customer on completion of the Services either weekly or monthly in arrears as agreed with the customer.
4. The Customer shall pay each invoice submitted by the Supplier:
  1. within 30 days of the end of the month in which the invoice is sent to the Customer or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
  2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
2. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
3. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Customer.
2. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Garments and/or Goods provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
3. The Customer shall indemnify the Supplier and keep the Supplier fully indemnified and hold the Supplier harmless from and against all actions, suits, claims, demands, direct, indirect or consequential losses, liabilities, including loss of profit, loss of business, costs, charges, damages and expenses suffered or incurred by the Supplier arising from or in connection with any actual infringement or alleged infringement anywhere in the world the Intellectual Property Rights owned or licenced to the Customer in respect of the Garments and/or Goods (as the case may be).
Stock Warehousing Services
1. If as part of the provision of the Services, the Supplier has accepted an offer to provide Stock Warehousing Services, then the Supplier shall ensure that:-

8.1.1 the Garments and/or the Goods (as the case may be) shall be stored in a clean, dry area and are not co-mingled with other third party items;

8.1.2 the Garments and/or the Goods (as the case may be) are easily identifiable from other third party items;

8.1.3 Whilst the supplier has insurance in place the Customer should ensure that it has provided adequate insurance of its own in place for all goods retained on the supplier site.

Delivery
1. If the Customer does not employ their own courier, then the Customer hereby acknowledges and agrees that the Supplier shall be authorised to sub-contract the delivery of finished Goods and/or Garments (as the case may be) to a reputable third party courier as the Supplier acting in its absolute discretion may choose.
2. If the Customer has agreed that it will be responsible for delivery of the finished Goods and/or Garments then the Supplier accepts no responsibility for the collection or delivery of the finished Goods and/or Garments (as the case may be) other than directly caused due to the negligence of the Supplier.
3. On delivery of the Goods and/or Garments (as the case may be) at the premises of the Supplier for the purposes of the provision of any of the Services, the Supplier shall be under no obligations to undertake or have any responsibility to check the quality or quantity of the Goods and/or the Garments (as the case may be) or count the number of Goods and/or Garments (as the case may be).
Samples
1. There shall be no absolute or strict requirement or obligation on the Supplier to produce a Sample. The Supplier reserves the right to require a Sample. If the Sample shall be required then the Supplier shall provide a Sample to the Customer at the Sample Cost within a period of ten [10] Business Days.
2. If both the Supplier and the Customer agree, the Customer shall have the right to require a Sample and the provisions relating to the cost of the Sample as set out above shall apply.
Fast Tracking
1. The parties acknowledge that on occasions the Customer may for business and other commercial reasons wish either to shorten the lead time on an Order agreed in accordance with clause 2, or place a new Order which has terms (including without limitation estimated lead times) which are shorter than estimated lead times previously agreed by the Supplier. (“Fast Track Order”).
2. If the Customer proposes a Fast Track Order then the Customer shall contact the Supplier either by telephone or email by no later than 10:00 am on a Business Day setting out its requirements and providing as much detail as is possible.
3. Subject to clause 11.2 above and the Customer adhering to the provisions stated therein, the Supplier shall by no later than 14:00 on the same Business Day notify the Customer (which may be by email) of the effect of the proposed Fast Track order on:-
  1. the Services;
  2. the Charges;
  3. estimated lead times; and
  4. any terms of this Contract

and provide the draft Fast Track Order.

1. The Fast Track Order shall constitute an Offer by the Customer to purchase the Services in accordance with these conditions. The Fast Track Order shall only be deemed accepted when the Supplier issues written acceptance of the Fast Track Order.
Limitation of liability
1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £2M (Two Million Pounds) per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
3. Subject to clause 12.2, the Supplier’s total liability to the Customer shall not exceed Two Million Pounds (£2M) The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
4. Unless otherwise agreed in writing by the Supplier, the Supplier shall have no liability for or responsibility for checking or counting Garments and/or Goods, or undertake any form of processing of Goods and/or Garments which are either delivered by the Customer directly or by agents or third parties on their behalf.
5. This clause 12.5 sets out specific heads of excluded loss:
  1. Subject to clause 12.2, the types of loss listed in clause 12.5(b) are wholly excluded by the parties.
  2. The following types of loss are wholly excluded:
    1. Loss of profits
    2. Loss of sales or business.
    3. Loss of agreements or contracts.
    4. Loss of anticipated savings.
    5. Loss of use or corruption of software, data or information.
    6. Loss of or damage to goodwill.
    7. Indirect or consequential loss.
6. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8. This clause 12 shall survive termination of the Contract.
Termination
1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three (3) months’ written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
  2. there is a change of control of the Customer.
4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
Consequences of termination
1. On termination of the Contract:
  1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  2. the Customer shall return all of the [Supplier Materials] and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
General
1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
  1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

1. Confidentiality.
  1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3(b).
  2. Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.3; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
2. Entire agreement.
  1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  3. Nothing in this clause shall limit or exclude any liability for fraud.
3. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
5. Severance. 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.
6. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or [sent by fax to its main fax number or sent by email to the address specified in the quotation provided by the Supplier to the Customer.
  2. Any notice or communication shall be deemed to have been received:
    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
    2. 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 or at the time recorded by the delivery service; and
    3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
7. Third party rights.
  1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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