Terms of service
Global Apparel – Terms and Conditions Of Sale
1. Interpretation
1.1 Definitions:
“Business Day”
a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
“Business Hours”
the period from 9.00 am to 5.00 pm on any Business Day;
“Conditions”
these terms and conditions set out in clause 1 to clause 13 (inclusive), as amended from time to time in accordance with clause 13.4;
“Contract”
the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with the Order Form and these Conditions;
“Customer”
the person or firm who purchases the Goods from the Supplier;
“Customer Materials”
drawings, specifications and data supplied by the Customer to the Supplier;
“Delivery Location”
has the meaning given in clause 6.1;
“Estimated Delivery Date”
the anticipated date for delivery specified in the Order Form;
“Force Majeure Event”
an event, circumstance or cause beyond a party's reasonable control;
“Goods” the goods (or any part of them) set out in the Order Form;
“Intellectual Property Rights”
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, 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;
“Losses"
all liabilities, damages, losses (including loss of profits, loss ofbusiness, loss of reputation, loss of savings and loss ofopportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses);
“Order”
the Customer's order for the Goods as set out in the Order Form;
“Order Form”
the completed standard order form of the Supplier in respect of the Goods, including the Specification;
“Pre-Production Samples”
has the meaning in clause 4.1;
“Pre-Production Sample Approval Form”
the Supplier's standard form to be populated by the Customer to confirm the Customer's approval or rejection of Pre-Production Samples;
“Price”
the price for the Goods, as set out in the Order Form;
“Specification”
the specification for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and the Supplier and specification of the branding to be applied to the Goods and their packaging, as set out in the Order Form;
“Supplier”
Global Apparel Manufacturing (Logistics) Limited (16225767) whose registered address is 126 New Kings Road, London, SW6 4LZ;
“Trade Marks”
the trade marks of the Customer whether registered or unregistered; and
“VAT”
value added tax or any equivalent tax chargeable in the UK or elsewhere.
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
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 law, 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 must ensure that the terms of the Order and any applicable Specification 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 and on which date the Contract shall come into existence.
2.4 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor 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 20 Business Days from its date of issue.
3. Goods
3.1 The Goods are described in the Order Form and the Specification.
3.2 The Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.
4. Samples
4.1 The Supplier shall submit to the Customer for approval pre-production samples of the Goods (the “Pre-Production Samples”) prior to the commencement of the Goods being produced and manufactured.
4.2 The Customer shall complete and return the Pre-Production Approval Form to the Supplier within ten Business Days of its receipt of the Pre-Production Samples. This clause applies to the first production run of a product. For repeat production runs, pre-production samples shall not be produced unless by explicit request of the customer with the understanding that all related costs will then be passed onto the customer.
4.3 In the event that the Customer fails to comply with clause 4.2, the Customer’s acceptance of the Pre-Production Sample shall be deemed to have been received by the Supplier on the tenth Business Day from the Supplier posting the Pre-Production Samples to the Customer.
4.4 The Supplier may, at its discretion, require the Customer to return the Pre-Production Samples to such address as it requires.
4.5 Subject to clause 4.6, the Supplier shall bear the cost of sending Pre-Production Samples to the Customer and any reasonable costs incurred by the Customer for its return of Pre- Production Samples to the Supplier.
4.6 The Supplier may, at its discretion, charge the Customer a fee in the event that:
4.6.1 the Customer rejects Pre-Production Samples on more than three occasions;
4.6.2 the Customer unreasonably rejects any Pre-Production Samples;
4.6.3 the Customer amends its Specification or Order.
4.7 The Customer’s approval of the Pre-Production Samples will constitute irrevocable confirmation that Goods manufactured in conformity with the samples:
4.7.1 will comply with the Specification; and
4.7.2 will meet the industry standards and requirements of quality of the Customer, except for defects which are not capable of being revealed on reasonable inspection by the Customer.
5. Customer materials
5.1 All Intellectual Property Rights in the Trade Marks and Customer Materials are and shall remain the exclusive property of the Customer.
5.2 The Customer grants to the Supplier the non-exclusive right to use the Trade Marks and Customer Materials for the sole purpose of application to the Goods ordered by the Customer, and their packaging as required by the terms of the Contract. The Supplier acknowledges and agrees that all rights in the Trade Marks shall remain with the Customer and that the Supplier has and will acquire no right in them by virtue of the discharge of its obligations under this Contract, except for the right to use the Trade Marks as expressly permitted by the terms of the Contract.
5.3 The Customer warrants to the Supplier that it is in receipt of all consents, licences and permissions in respect of any Intellectual Property Rights which do not belong to the Customer used in relation to the Goods.
5.4 The Customer shall promptly give notice to the Supplier in writing if it becomes aware of:
5.4.1 any infringement or suspected infringement of any Intellectual Property Rights in relation to the Trade Marks, the Customer Materials or the Goods; or
5.4.2 any claim that the promotion, sale or distribution of the Goods infringes the rights of any third party.
5.5 The Customer shall indemnify the Supplier against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses incurred by the Customer as a result of any claim that the supply or use of the Goods infringes the Intellectual Property Rights of any third party.
5.6 Clauses 5.3 and 5.5 shall survive termination of the Contract.
6. Delivery
6.1 The Supplier shall deliver the Goods to the location set out in the Order Form or such other location as the parties may agree in writing (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
6.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.3 The Estimated Delivery Date and 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 of the Estimated Delivery Date including, but not limited to, 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.
6.4 If the Supplier fails to deliver the Goods, 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. The Supplier shall not be liable for any failure to deliver 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.
6.5 If the Customer fails to take delivery of the Goods then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
6.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
6.5.2 the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
6.6 If ten Business Days after the the date on which the Supplier notified the Customer that the Goods were ready for delivery or attempted to deliver the Goods to the Customer, the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deductingreasonable costs and expenses related to storage (including insurance) and selling, charge the Customer for any shortfall below the price of the Goods.
6.7 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them.
6.8 The Supplier may, at is discretion, deliver the Goods by instalments Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. Quality
7.1 The Supplier warrants that on delivery the Goods shall:
7.1.1 conform in all material respects with the Specification; and
7.1.2 be free from material defects in design, material and workmanship. Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
7.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 7.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 if:
7.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
7.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 If the Customer fails to give notice of its rejection to the Supplier, it shall be deemed to have accepted the Goods.
7.5 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
7.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Title and risk
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 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.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.5; and
8.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
8.3.5.1 the Goods; and
8.3.5.2 the Customer's ongoing financial position.
9. Price and payment
9.1 The price of the Goods shall be the Price.
9.2 The Supplier may, by giving notice in writing to the Customer at any time before delivery, increase the Price to reflect any increase in the cost of the Goods that is due to:
9.2.1 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);
9.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
9.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
9.3 The Price:
9.3.1 excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
9.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.4 The Supplier shall invoice the Customer for the Goods on its acceptance of the Customer’s Order.
9.5 The Customer shall pay each invoice submitted by the Supplier:
9.5.1 within 14 days of the date of the invoice; and
9.5.2 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.
9.6 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 11, 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 9.6 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%.
9.7 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).
10. Limitation of liability
10.1 The limits and exclusions in this clause 10 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
10.3 Nothing in the Contract limits any liability for:
10.3.1 death or personal injury caused by negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.3.4 defective products under the Consumer Protection Act 1987;
10.3.5 any liability that cannot legally be limited; or
10.3.6 the Customer's payment obligations under the Contract.
10.4 Subject to clause 10.3, the Supplier's total liability to the Customer shall not exceed the value of the Order.
10.5 Subject to clause 10.3, the following types of loss are wholly excluded:
10.5.1 loss of profits (including loss of anticipated savings);
10.5.2 loss of sales or business;
10.5.3 loss of agreements or contracts;
10.5.4 loss of use or corruption of software, data or information;
10.5.5 loss of or damage to goodwill; and
10.5.6 indirect or consequential loss.
10.6 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
11.1.2 the Customer repeatedly breaches any term of the Contract;
11.1.3 the Customer 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), obtaining a moratorium, 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;
11.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.5 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend supply 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 11.1.3 to clause 11.1.5, 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.
11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.
11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.6 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.
12. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Contract by giving not less than 60 days' written notice to the affected party.
13. General
13.1 Assignment and other dealings
13.1.1 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.
13.1.2 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.
13.2 Confidentiality
13.2.1 The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Supplier, except as permitted by clause 13.2.2.
13.2.2 The Customer may disclose the Supplier’s confidential information:
13.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and
13.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.3 The Customer may not use the Supplier's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Entire agreement
13.3.1 The Contract constitutes the entire agreement between the parties.
13.3.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4 Variation
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waiver
13.5.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 13.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Notices
13.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
13.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service to the address detailed in the Order; or
13.7.1.2 sent by email to the address detailed in the Order (or an address substituted in writing by the party to be served);
13.7.2 Any notice shall be deemed to have been received:
13.7.2.1 if delivered by hand, at the time the notice is left at the proper address; or
13.7.2.2 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
13.7.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
13.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8 Third party rights
No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
13.9 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.
13.10 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.