1. DEFINITION/INTERPRETATION

   1. In this document the following words shall have the following meanings: 

   2. “Agreement” means the Terms and Conditions together with the terms of any applicable Specification Documents;

   3. “Seller” means White2Label Manufacturing Consultancy incorporated in England and Wales with the company number 11484223;

   4. “Customer” means the person who accepts a quotation of the Seller for the sale of Goods or Services or whose order for the goods or services is accepted by the Seller the organisation or person who purchases goods and services from the seller;

   5. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademark, know-how, databases and all other forms of intellectual property wherever in the world enforceable;

   6. “Specification Document” means statement of work, quotation or other similar document describing the goods and services to be provided by the supplier;

   7. “Fees” means the price or rate for the project given in the Order Acknowledgement;

   8. “Products” means the Goods and Services sold and to be delivered by the Seller according to the agreed specification and/or specification shown on the Order Acknowledgement.

   9. “Order Acknowledgement” shall mean any written instrument confirming an order sent by letter, fax, or electronic means;

   10. With the exception of clause __ hereunder, any failure to meet the time schedules or dates set forth in these General Conditions shall automatically constitute the failing party to be in default, without any formal notice being required.

 

1. VALIDITY OF GENERAL CONDITIONS

2.1 These General Conditions shall apply to any offer and agreement for the purchase and sale of Products and to any ensuing obligation or other legal relationship between the Seller and the Customer.

2.2 The relevant General Conditions of the Customer shall also apply to the extent they do not conflict with these General Conditions. If any of the Customer’s General Conditions are in conflict with these General Conditions, the latter shall prevail, even if the General Conditions of the Customer contain a similar prevalence clause.

2.3 Deviation from these General Conditions shall only be possible by mutual written agreement signed by both parties.

 

1. BASIS OF SALE

3.1 The Seller shall sell and the Customer shall purchase the Products in accordance with any written quotation of the Seller which is accepted by the Customer, or any written order of the Customer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

3.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Seller.

3.3 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach resulting from any representations that are not so confirmed by the Seller personally.

3.4 Any advice or recommendation given by the Seller or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Customer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

1. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

1. ORDERS AND SPECIFICATION

4.1 No Quotation shall become binding upon the Company until the Company has accepted the Customer’s Order. Each Order shall be deemed to be an offer by the Customer to purchase the Products from the Company subject to these Conditions.

4.2 No Order shall be accepted until the Seller has issued an Order Acknowledgment or (if earlier) the Seller delivers the Products to the Customer. Any Order Acknowledgment shall be issued at the Seller’s sole discretion.

4.3 No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.

4.4 The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

4.5 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Customer)or the Customer’s order (if accepted by the Seller).

4.6 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer the Customer shall indemnify the Seller against all loss damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Customer’s specification.

4.7 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

4.8 No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in Writing of the Seller and the Customer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.

4.9 Without prejudice to the generality of the foregoing, should the Customer purport without the agreement in Writing of the Seller to cancel any order which has been accepted by the Seller or refuse to accept delivery of any of the Goods such action shall constitute a breach of the agreement and, at the option of the Seller, the Seller shall be entitled to require the Customer to pay to the Seller by way of liquidated damages an amount equivalent to 100% of the invoice value of the order so purported to be cancelled or 100% of the invoice value of the Goods delivery of which is so refused (as the case may be).  In the event of the Seller so requiring the Customer shall pay such amount to the Seller (without any deduction) within 7 days of receiving from the Seller written notification of the amount required to be paid.

4.10 For the avoidance of doubt, in the event that the Seller opts to require the Customer to pay liquidated damages as set out above, and the Customer duly pays such liquidated damages, neither party shall have any further liability to the other in relation to the Goods in respect of which such liquidated damages are paid.

 

1. BASIS OF CHARGE/PRICES

5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.

5.2 The Seller reserves the right to adjust the Price should the Customer delay delivery or amend the ordered quantity.

5.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Customer and the Seller, all prices are given by the Seller are exclusive of carriage charges.

5.4 The Seller reserves the right to adjust the quantity of the Products from that shown on the Order Acknowledgement, in which case the total price and thus the invoice value shall be altered accordingly.

5.5 All prices shall be exclusive of VAT which, if applicable, shall be specified separately in the invoice. 

 

1. TERMS OF PAYMENT

6.1 The Customer shall make a full payment (100%) upfront of the agreed price, unless otherwise agreed in writing by the Seller and detailed on the Order Acknowledgment.

6.2 No payment shall be deemed to have been received until the Seller has received payment in full and in cleared funds.

6.3 The Customer shall make all payments under the Agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

6.4 If the Customer fails to make any payment up front, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

6.4.1 cancel the contract or suspend any further deliveries to the Customer;
6.4.2 appropriate any payment made by the Buyer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Customer).

6.5 In case of non-payment or late payment, any other claims the Seller may have towards the Customer shall become due and payable upon formal notice, without proof of default. Any costs incurred by the Seller, in or out of court, shall be borne entirely by the Customer.

 

1. DELIVERY AND RISK

7.1 Without prejudice to clauses 7.2, 7.3 and 7.4 hereunder, the Customer shall be responsible for the cost of delivery and for the risk for the carriage of the Products to its own premise. The risk and responsibility for the goods shall be transferred to Customer as soon as the Products are made available for delivery by the Seller in accordance with the agreement.

7.2 The Seller shall not be made responsible for any damage or loss of items in transit between the manufacturer and the Customer.

7.3 The measurement of the customised Products are intended to be an estimate only. Inch difference between Order Specification and Goods will be deemed permissible- in accordance with the manufacturers tolerance.

7.4 The Seller shall not be made responsible for measurement or quality discrepancies pertaining to the pattern of stitching in the Products by the manufacturer.

7.5 Delivery dates are indicative only, subjected to the part of manufacturer; late delivery shall not entitle the Customer to consider the agreement dissolved or claim damages. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing, in which case the seller must confirm, with absolute certainty that the products will be delivered by a set date. The Seller shall not be liable for delayed deliveries or the consequences thereof. 

7.6 The Seller agrees to inform and give the Customer reasonable notice in case of any delay by the manufacturer. If the Seller fails to deliver the Goods for any reason, other than any cause beyond the Seller’s reasonable control or the Customer’s fault, and the Seller is accordingly liable to the Customer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.7 For the avoidance of doubt, nothing contained in this Clause shall entitle the  Customer to return any of the Goods to the Seller save as expressly provided in these terms and conditions or as expressly agreed in writing between the Seller and the Customer.

 

1. WARRANTIES AND LIMITATION OF LIABILITIES

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.

The above warranty is given by the Seller subject to the following conditions:

8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer:
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alternation or repair of the Goods without the Seller’s approval.
8.2.3 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller. 

8.3 The Seller agrees to recover the losses and issue a refund to the Customer where necessary. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions. 

8.5 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Customer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered In accordance with the Contract.

8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.

8.7 The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any 8.7.4 governmental, parliamentary or local authority;
8.7.5 import or export regulations or embargoes;
8.7.6 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.7.7 difficulties in obtaining raw materials labour, fuel, parts or machinery;
8.7.8 power failure or breakdown in machinery;

8.7.9 in any event, delays caused by the Customer;

8.7.10 any public holidays or events that coincide with the timing of production.

 

1. GENERAL

9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice.

9.2 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Agreement and the remainder of the provision shall continue in full force and effect.

9.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Agreement will not be waiver of any of its rights under the Agreement.

9.4 Any waiver by the Seller of any breach of, or default under any provision of the Agreement by the Customer will not be deemed a waiver of any subsequent breach or default.

9.5 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.