APPLICATIONS OF CONDITIONS:
All goods are sold by the seller on the following Conditions which shall prevail unless otherwise agreed in writing by the seller.
Prices quoted are valid for 30 days from date of quote.
OWNERSHIP OF GOODS
All goods shall be at the buyers’ risk from the time of delivery but will remain the property of the Seller until all payment in respect of any goods delivered by the Seller to the Buyer has been paid in full.
Terms & Conditions
The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from ABC Embroidery and who, by entering into this Contract with ABC Embroidery, is warranting that it is acting in the course of its trade or business.
Contract: any contract between ABC Embroidery and the Buyer for the sale of the Goods, incorporating these conditions.
Completion of delivery of an Order by the Buyer or its nominated agent taking physical possession of the Goods
The date on which the Goods are delivered to the Buyer or, if ABC Embroidery tried to deliver the Goods but is unable to, the date on which ABC Embroidery attempted to have the Goods delivered.
The place where delivery of the Goods is to take place.
Any goods agreed in the Contract to be supplied to the Buyer by ABC Embroidery (including any part or parts of them)
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all ABC Embroidery sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the owner of ABC Embroidery. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ABC Embroidery which is not set out in the Contract. Nothing in this condition shall exclude or limit ABC Embroidery liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from ABC Embroidery shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation given by ABC Embroidery is subject to change at ABC Embroidery absolute discretion but shall remain open for acceptance by the Customer provided that AC Printers has not previously withdrawn it or any timescale placed on acceptance has expired.
3.1 The quantity and description of the Goods shall be as set out in ABC embroidery records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by ABC Embroidery and any descriptions or illustrations contained in ABC Embroidery website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, fabric content, specification, quality and colour should be checked by the Buyer on receipt of the goods.
3.4 AC Printers gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and ABC Embroidery will accept no responsibility for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4.1 The Buyer shall take delivery of the Goods within 7 days of ABC Embroidery giving it notice that the Goods are ready for delivery.
4.2 Any delivery dates given in respect of the Goods are estimates only which the Buyer relies on entirely at its own risk.
4.3 ABC Embroidery shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by ABC Embroidery negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 120 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by ABC Embroidery negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) ABC Embroidery may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods and generally taking receipt of them.
4.6 If ABC Embroidery delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by ABC Embroidery, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.7 If the Delivery Point is to be outside the UK:
(a) The Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods.
(b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Ralawise will not be liable for any breach by the Buyer of any such laws.
(c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit
4.8 The embroidery prices included are based on a design that is not being to elaborate, the average size being 10×10, and a max of 4 colours. Larger designs and more colours up to the size of 17×15 are available at a cost. Much larger design is available upon request at an additional cost.
4.9 Free delivery on orders over £250. Delivery will be 2-3 days after completion of items however quicker delivery can be arranged at an extra £7.50. Completion date to be given at commencement of order.
4.10 There is a £9.99 setup fee for embroidery design. This is for the digitalization of the design. Orders will not be processed until this fee is paid, unless a DST file is supplied. Changes to already digitized designs can be made and no cost. There is no setup fee for just wording or an image selected from our gallery.
ABC Embroidery shall not be liable for any non-delivery of Goods (even if caused by ABC Embroidery negligence) unless the Buyer gives written notice to ABC Embroidery of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
6.1 Ownership of the Goods shall not pass to the Buyer until ABC Embroidery has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to ABC Embroidery from the Buyer on any account or for any reason.
6.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as ABC Embroidery bailee;
(b) store the Goods (at no cost to ABC Embroidery) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as ABC Embroidery property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods
6.3 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer’s insolvency (or potential or likely insolvency); or
(b) the Buyer encumbers or in any way charges any of the Goods.
6.4 AC Printers shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from ABC Embroidery.
6.5 The Buyer grants ABC Embroidery, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.6 Where ABC Embroidery is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by ABC Embroidery to the Buyer in the order in which they were invoiced to the Buyer.
7.1 Unless otherwise agreed by ABC Embroidery in writing, the price for the Goods shall be those prices set out in ABC Embroidery website price list published in force at the time that the order is made. However, ABC Embroidery retains the absolute right to vary the price payable for the Goods between the date of order and the date of despatch.
7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of ABC Embroidery bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on ABC Embroidery website as at the date of delivery or deemed delivery or as otherwise communicated by ABC Embroidery to the Buyer.
8. RETURNING GOODS
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However, ABC Embroidery does subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and ABC Embroidery shall, on a case by case basis, consider doing so. For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as “Returned Goods”;
8.2 ABC Embroidery will, in any circumstances, only accept returns if the following conditions are met:
(a) The Buyer shall provide a proper invoice and despatch note number in respect of the Returned Goods;
(b) ABC Embroidery must have issued a valid returns authorisation note in respect of the Returned Goods;
(c) By way of a restocking charge, the Buyer shall pay to ABC Embroidery a sum equivalent to either £25 or 15% of the price of the Returned Goods (at ABC Embroidery discretion);
(d) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(e) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(f) ABC Embroidery retain the right to refuse Returned Goods should AC Printers deem them to be unsuitable for resale;
(g) The Buyer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if ABC Embroidery agrees to recover the Returned Goods pay to ABC Embroidery a charge of £15 per box of Returned Goods. In the event that ABC Embroidery carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of £15 will be payable by the Buyer to ABC Embroidery.
(h) The value of the Returned Goods must not exceed 15% of the Buyer total spend with ABC Embroidery during the preceding 12 month period;
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
(a) Any products from the Result Air Down range;
(c) Consumables (as defined from time to time by ABC Embroidery);
(d) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(f) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;
(g) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles
9.1 The price for the Goods and all other charges shall be inclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
9.2 If the Buyer orders Goods for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes.
10.1 No payment shall be deemed to have been received until ABC Embroidery has received cleared funds. ABC Embroidery shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to ABC Embroidery entitlement to be paid.
10.2 Time for payment shall be of the essence.
10.3 All payments payable to ABC Embroidery under the Contract shall become due immediately on its termination despite any other provision.
10.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by ABC Embroidery to the Buyer.
10.5 ABC Embroidery shall have a general and particular lien on all money and property which the Buyer owns or is entitled to possess which is in the possession of ABC Embroidery or its agents which ABC Embroidery may sell as the Buyer’s agent to reduce the Buyer’s debt to ABC Embroidery.
10.6 If the Buyer fails to pay ABC Embroidery any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to ABC Embroidery on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. ABC Embroidery reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10.7 Returned or represented cheques will incur a charge of £20.00 per representation.
11.1 ABC Embroidery is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for ABC Embroidery to provide warranties in respect of the quality of the Goods. ABC Embroidery therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
11.2 Although all will be done to ensure 100% quality stitchwork, occasionally a stitch or outline might not be exact. In the instance of the overall design being to acceptable quality the item will be shipped. In some instances ABC Embroidery may offer a discount at their discretion to be discussed with the buyer.
12. LIMITATION OF LIABILITY
12.1 The following provisions set out the entire financial liability of ABC Embroidery (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of ABC Embroidery:
(a) for death or personal injury caused by ABC Embroidery negligence; or
(b) under Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for ABC Embroidery to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) ABC Embroidery total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to, at ABC Embroidery sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) or provided that, if ABC Embroidery so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are being replaced to ABC Embroidery; or
(ii) the price paid for the Goods.
(b) ABC Embroidery shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.5 ABC Embroidery shall not be liable for any loss unless advised of the alleged reason for the loss occurring in writing by the Buyer within twenty-eight days of the Delivery Date. ABC Embroidery shall in any event be discharged from all liability whatsoever and howsoever arising in respect this agreement unless proceedings are brought within one year of the Delivery Date.
12.6 ABC Embroidery shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow ABC Embroidery oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of ABC Embroidery;
(d) the Buyer is responsible for causing the problem, whatever it may be.
12.7 The Buyer recognises that the level of risk taken on by ABC Embroidery is directly related to the price being charged for the Goods. If the Buyer wanted ABC Embroidery to accept more risk in respect of the Goods, the Buyer acknowledges that an increase in the price of the Goods would be required.
13.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of ABC Embroideryis likely to become, insolvent ABC Embroidery may (without prejudice to its other rights) forthwith terminate this agreement.
13.2 In the event that this agreement is terminated by ABC Embroidery:
(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which ABC Embroidery has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, ABC Embroidery shall be discharged from any obligation to supply the Goods.
14.1 ABC Embroidery may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of ABC Embroidery.
15. FORCE MAJEURE
ABC Embroidery reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of ABC Embroidery including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to give notice in writing to ABC Embroidery to terminate the Contract.
16.1 Each right or remedy of ABC Embroidery under the Contract is without prejudice to any other right or remedy of ABC Embroidery whether under the Contract or not.
16.2 If any provision of the Contract 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 the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by ABC Embroidery in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 ABC Embroidery does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
16.5 Any waiver by AC Printers of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English & Welsh courts.
ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S FULL TERMS AND CONDITIONS OF SALE. PLEASE REFER TO OUR WEBSITE FOR THE LATEST TERMS AND CONDITIONS.
MISTAKES ARE POSSIBLE: All goods should be checked upon receipt, as worn (tried on), washed or otherwise processed goods cannot be returned.
Any alterations to goods will deem them unreturnable.
ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED ON THE WEBSITE ARE FOR GUIDANCE ONLY
Some colour icons are not a true representation of their appearance. Grey Marl, Ash, Denim, Washed and Vintage are examples of colours/styling that cannot be accurately displayed. ABC Embroidery will not be held responsible for any losses incurred.