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Terms and Conditions

FIRE LABEL MERCHANDISING LIMITED - TERMS OF BUSINESS

1.1 Definitions. In these Conditions, the following definitions apply:

Working Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person, firm or buyer purchasing the Goods from the Supplier on behalf of a business, sole trader, charity, corporation, education establishment, or organisation for re-sale or use by a team, organisation, choir, school, charity etc. We do not supply consumers with Goods and / or Services for personal use.
Force Majeure Event: has the meaning given in clause 10.
Goods:  the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods as received through the online ordering process; as set out in the Customer's purchase order form or in the Customer's written acceptance of the Supplier's Sales Order Confirmation  as the case may be.
Specification: any specification for the Goods, including any related designs or drawings, that are agreed in writing by the Customer and the Supplier.
Supplier: Fire Label Merchandising Limited (registered in England and Wales with company number 6979227).

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or 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.
(d) 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. 
(e) A reference to writing or written includes faxes and emails.

2. Basis of contract

2.1 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.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.  The Supplier shall not accept Orders for less than £15 in value. 

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 Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures or on the Suppliers website are produced 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 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Working Days from its date of issue.

3. Goods

3.1 The Goods are described on the Supplier's website and or catalogues or brochures as modified by any applicable Specification.

3.2 To the extent that customised Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the specification of the Goods or Specification if required by any applicable statutory or regulatory requirements.

3.4 All goods featured on the Supplier’s website are subject to availability.  Garment sizes are approximate only and the Supplier accepts no liability for any issues regarding the sizing of Goods.  The Customer shall inspect samples of the Goods to ensure the sizing is correct before ordering for printing, embroidery or processing in any way.

4. Delivery

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows all relevant Customer and Supplier reference numbers, the delivery address, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any). Outstanding balances of Goods will be notified in writing in advance or on day of delivery wherever possible.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time up to the date when the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall 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 Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods for any reason other than one which is caused by a Force Majeure Event 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 Supplier 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 Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to take or accept delivery of the Goods within three Working Days of the Supplier attempting to deliver the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Working Day after the day on which the Supplier first attempted to deliver the Goods; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten (10) Working Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell any plain garments 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.

4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered. If the Customer requires exact quantities of Goods it is the responsibility of the Customer to inform the Supplier and the Supplier will do its utmost to comply with the request but shall not be held responsible for any short delivery.

4.9 The Supplier may deliver the Goods by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Title and risk

5.1 The risk in the Goods shall pass to the Customer on completion of delivery.

5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums;

5.3 Until title to the Goods has passed to the Customer, the Customer shall: 
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 7.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

5.4  If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, then, without limiting any other right or remedy the Supplier may have:
(a) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) 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.

6. Price and payment

6.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list, in pounds sterling, as specified on the Suppliers website in force as at the date of delivery.

6.2 The Supplier may, without notice, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

6.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

6.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). 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 Goods.

6.5 The Customer shall pay the invoice in full and in cleared funds in advance by debit/credit card, bank transfer or sterling cheque. Returned cheques are charged at £35.00 GBP to cover bank administration costs. Credit Accounts are available subject to status, credit check and regularity of ordering.  

6.6 If a Customer wishes to make a payment by Bank transfer from overseas he should call the Supplier on +44 (0) 1905 360425 for IBAN and BIC numbers which must be used when sending your payment.  All payments must be in Sterling.  When transferring monies, the Customer should ensure that the Supplier receives the FULL amount requested in settlement of Customer Order confirmation/invoice.  The Customer‘s order will not be shipped until the full amount is paid.  The Customer is  responsible for any additional bank charges applied by that bank.  The Customer should make this clear to that bank when organising the transfer.

6.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6.8   The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7. Termination and suspension

7.1 If the Customer becomes subject to any of the events listed in clause 7.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.

7.2 For the purposes of clause 7.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;  
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a) to clause 7.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.3  Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 7.2(a) to clause 7.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
7.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
7.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
7.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

8. Claims and returns policy and procedure

8.1 The Customer shall inspect the Goods forthwith upon delivery or deemed delivery and shall within three days of such delivery (and time shall be of the essence) notify the Supplier in writing of any matter or thing by reason whereof the Customer alleges that the goods are not in accordance with the contract. 
8.2The return of any Goods will not be accepted unless the Supplier or its authorised representative shall first have had the opportunity of considering the Customer’s reasons for returning the Goods and to accept the return thereof.  If the Customer shall fail to give notice as aforesaid the Goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be deemed to have accepted the Goods.
8.3 No exchanges will be given.
8.4  All transportation fees charged are non-refundable.
8.5  Returns are subject to the following conditions being met:-

Plain Goods

(a) A returns authorisation note must be obtained prior to return of Goods.
(b) The Customer must return all plain goods in their original condition and packaging in a suitable state for re-sale.
(c) Goods can be returned to us within 14 days of delivery for a refund.
(d) Return postage is at the customer's expense.
(e) The Supplier will not take any responsibility for any variation in shade, material or composition shown on the Suppliers website. The Supplier has the right to refuse to accept a return or a cancelled order for any reason, and as such the Customer is responsible for all costs and the value of all goods deemed non-returnable for any reason.

Branded / Customised Goods

(f) Printed, embroidered or processed Goods will not be accepted back for return unless the customisation is proved to be faulty. 
i) if the customisation is at fault the items will be collected and returned to production for investigation
ii) production will rectify any problems found with the customisation or replace the items within the shortest possible time-scale
iii) we will not refund the value of the goods or customisation unless the issue cannot be rectified.
iv) if a garment is found to be faulty we will issue a refund for the faulty garment and customisation of that garment but not for the entire order.
(g) A handling fee of 15% will be charged by the Supplier if the order is cancelled or garments are changed after your proof has been approved.
(h) Returns charges: Collection at Supplier’s expense will only be agreed if the goods or processes are proved to be faulty. 
(i) In the event that the Supplier’s carrier arrives to collect the returns and they are unavailable to collect a surcharge of £15.00 per failed collection will apply.

9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for: 
(a) death or personal injury caused by its negligence, or the negligence of its employees,     agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.2 Subject to clause 9.1:
(a) the Supplier 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 
(b) the Supplier'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.
(c) Any typographical, clerical or other error or omission on the Suppliers website, in their sales literature, catalogue, price list, or other document issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

10. Force Majeure

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. A Force Majeure Event means 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 strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11. General

11.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the 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, sent by prepaid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by prepaid first class post or other next working day delivery service, at 9.00 am on the [second] Working 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 email, one Working Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.3 Severance.

(a) 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.
(b) If [one party gives notice to the other of the possibility that] any provision or part-provision of this 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.

11.4 Waiver.

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

11.5 Third party rights.

A person who is not a party to the Contract shall not have any rights to enforce its terms.

11.6 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 in writing and signed by the Supplier.

11.7 Governing law.

The Contract, 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.

11.8 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).

Fire Label Merchandising Ltd, Unit 4 The Triangle, Wildwood Drive, Worcester, WR5 2QX.

VAT No. 975503792. Company No. 6979227