When trading with TeamTogs Limited please note our terms and conditions of business.
1. In these Terms and Conditions (“Conditions”):
1.1 “Company” means TeamTogs Ltd and any affiliated or associated company. ShowBlacks is a brand of TeamTogs Limited.
1.2 "Customer" means the person, form or company whose order is accepted by the Company.
1.3 “Design” means the Customer’s brand, logo or other graphic image representing and/or identifying the Customer.
1.4 "Goods" means the goods which the Company is to supply in accordance with these Conditions.
1.5 “Intellectual Property Rights” means all such know-how, goodwill, registered and unregistered trademarks and service marks, brand names, domain names, design rights, copyright (including all such rights in computer software, information and any databases), database rights, moral rights and confidential information, and such rights in any Pattern;
1.6 “Order” means the request from the Customer to purchase Goods from the Company.
1.7 “Pattern” means the pattern of the Goods where such pattern has been create
d by the Company.
1.8 “Style” means any style of Goods supplied to the Company by the Customer.
1.9 These Conditions shall apply to all sales made by the Company. Any other conditions of sale or conditions of purchase or conditions of contract shall not apply unless specifically agreed to by the Company.
2.1 Orders for Goods placed by the Customer as a result of verbal or written offers, or quotations or proforma invoices will not be considered binding unless the Order is accepted in writing by the Company.
2.2 The Customer may not cancel any Orders made to the Customer's specific requirements.
2.3 Orders for Goods kept in stock may be cancelled or returned only with the prior written consent of the Company and within 4 working days of the Order being placed by the Customer. In the event of such cancellation the Customer will be obliged to pay a re-stocking and handling charge and any administration costs involved.
2.4 The Company reserves the right to establish a minimum Order level. The Goods delivered against an Order may vary in accordance with normal trade tolerances from the specifications stated in such Order, and the Customer shall not be entitled to claim any allowance in respect of such variation.
2.5 In respect of any Goods supplied by the Company but manufactured by third parties, the benefit of warranties or guarantees given to the Company by such third party manufacturers or suppliers will wherever practicable be passed to the Customer subject to the terms and conditions upon which they were given by the third party.
2.6 Samples may be ordered at a charge by contacting the Company. Sample Orders will be subject to these Conditions directly in all respects. Samples will only be supplied on receipt of valid credit card details. Provision of samples shall be subject to availability and cannot be guaranteed.
2.7 The Company cannot guarantee that any Order made by the Customer will be identical in any way to any pre-ordered Sample or any Sample previously supplied. Colours in particular may vary; however, it is unlikely that such variation will be a material variation.
3. Price and Payment
3.1 Prices stated are correct at the time of press and are quoted exclusive of VAT. The Company reserves the right to change prices stated without notice.
3.2 The price of the Goods may be subject to variation to take account of variations in labour, materials or other costs since the date of the Company's quotation or the Customer's Order. The Company reserves the right to adjust the invoice price payable by the amount of an increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original price.
3.3 Time for payment is of the essence under these Conditions. Payment is due to the Company immediately upon presentation of an invoice to the Customer, unless other arrangements are agreed in writing. All items remain the property of the Company until paid for in full and subject to the terms herein.
3.4 If for any reason the Customer is unable to accept delivery when due, the Goods will be invoiced and payment will fall due immediately on the date upon which the Goods were due for delivery/collection. In such case the Company will, if facilities permit, store the Goods at the Customer's risk and expense until delivery and reserves the right to make additional charges for such storage and for any extra handling and transportation. This clause shall not affect any rights the Company may have against a Customer for failing to accept delivery.
3.5 If the Customer fails to make any payments when due, the Company may at its option and without prejudice to any other rights or remedies which it may have under the contract:
3.5.1 suspend any further deliveries until payment is made; or
3.5.2 repudiate the Contract;
3.5.3 charge interest (both before and after judgment) on the outstanding balance of all overdue accounts from the date of the invoice until the time of payment calculated on a daily basis at a rate of 4% above the base rate from time to time of HSBC Bank plc.
3.6 Returned cheques or failed credit card transactions will be charged at £30.00 per representation.
3.7 The Company shall be entitled to suspend any and all deliveries and instalments until payment for all earlier deliveries has been made and the date for delivery shall be postponed to the extent to which such deliveries are suspended.
3.8 The Customer shall not be entitled to withhold payment of any amount payable under any Order (or any other contract between the parties) because of a disputed claim of the Customer in respect of faulty Goods or any other breach of contract, nor shall the Customer be entitled to set-off against any amount payable under these Conditions (or any other contract between the parties) to the Company any monies which are or are purported to be payable by the Company.
3.9 When a customer commission structure is in place and the Company are responsible from collecting payment on behalf of the Customer, the customer will be entitled to offset commission against future orders with the Company. The Customer will also have the right to request funds for commission earned be payable to the Customer. A period of 30 days will be in place to ensure there are no cancellations or refunds requested against orders where commission is payable, after which time the Company will provide a credit note and the Customer may provide bank details to the Company requesting the transfer of funds.
4.1 Dispatch or delivery/collection lead times may be indicated to the Customer in good faith at the time of enquiry, however Goods are subject to actual availability at the time of Order. The Company accepts no responsibility for any delay in supply whatever the reasons. Delivery dates quoted are therefore a guide only and will not be legally binding.
4.2 Free Delivery: Where free delivery applies, orders will usually be despatched within 2 working days. However depending on quantities requested this lead time may vary. The Company will provide follow-up contact with the Customer to confirm any estimated delivery date.
4.3 Goods damaged in transit should not be accepted by the Customer from the carrier and no credit or replacement will be given for Goods accepted from the carrier in a damaged condition. The Customer shall notify the Company of any shortage of or damage to Goods delivered within 4 days of delivery/collection and such notification shall be confirmed in writing by the Customer within 7 days. No responsibility whatsoever for such shortages or damages will be accepted by the Company in the event of failure by the Customer to notify the Company of the same within the said period.
5.1 Returns will not be accepted if Goods have been used, worn or washed.
5.2 Refunds are not available on any customized/branded Orders unless the Goods themselves are defective. If you consider that your Goods are defective you must contact the Company immediately.
5.3 Alleged defectiveness will be subject to return to source manufacturer for a full laboratory report (please note this process can take up to 4 weeks). The Company reserves the right to offer a refund once in receipt of this laboratory report.
5.4 The Company’s decision shall be final and binding on any matter arising under this clause 5.
6. Retention of Title
6.1 Notwithstanding delivery of the Goods, property in the Goods shall not pass from the Company to the Customer until the Customer has paid:
6.1.1. all sums due to the Company under these Conditions; and
6.1.2. all other sums owed by the Customer to the Company under any other contract or otherwise.
6.2 Until such time as property in the Goods passes to the Customer, the Customer will:
6.2.1. retain possession of the Goods as bailee and fiduciary agent for the Company and keep them separate from other goods and clearly identified as the property of the Company; and
6.2.2 if so requested by the Company at the Customer's expense, immediately redeliver to the Company or to the Company's order such of the Goods that have not been sold by the Customer pursuant to clause 6.3 of these Conditions. If the Customer fails to redeliver the Goods then the Company shall reserve the right to enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated, without prior notice to the Customer, and repossess the Goods. On the making of a request under this clause the rights of the Customer pursuant to clause 6.3 shall cease.
6.3 Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer shall be entitled to use or sell the Goods in the ordinary course of business and in exercising this right the Customer shall:
6.3.1 act as agent for the Company to sell the Goods (or any part of them);
6.3.2 incorporate into its contract(s) of sale with its customer a statement to the effect that the Goods or the part thereof being resold are the property of the Company and shall remain so until the requirements of clause 6.3.1 of these conditions are met by the customer;
6.3.3 not incorporate into its contract(s) of sale with its customer any clause inconsistent with these Conditions;
6.3.4 not sell at an undervalue;
6.3.5 keep full and proper records of all sales and the proceeds thereof and permit the Company, its servants, agents or assigns to inspect and/or have copies of the same upon request;
6.3.6 not allow its customer any period of credit for payment for Goods and shall insist upon payment upon presentation of the customer's invoice. The Customer shall pay the proceeds of sale to the Company immediately upon receipt of the monies from the Customer's customer and in the event that the Customer retains any money then the Customer shall hold any proceeds of such sale(s) on trust for the Company in a separate and clearly identifiable fund; and
6.3.7 keep tangible proceeds stored separately and identified as the Company's property and fully protected and insured against any loss and shall account for such proceeds to the Company.
6.4 In the event that the Customer shall:
6.4.1 become bankrupt or, if a firm, be dissolved, or (if a Limited Company) go into liquidation, administration or receivership, or has any application or petition filed in respect of any insolvency procedure or enter into any arrangement or composition with its creditors, or
6.4.2 have any judgment entered against it or have distress or execution levelled against it, or
6.4.3 purport to deal with any of the Goods in any manner inconsistent with the Company's ownership thereof;
then the right to sell the Goods referred to in Clause 6.3 of these Conditions shall be revoked.
6.5 Until such time as property in the Goods passes to the Customer, the Customer shall:
6.5.1 have or effect suitable insurance covering the full value of the Goods; and
6.5.2 in the event of any loss of or damage to the Goods or any part of them make a claim under the policy of insurance and hold any proceeds of such claim on trust for the Company in a separate and clearly identifiable fund and shall account for such proceeds to the Company on demand.
6.6 The customer will indemnify the Company fully in respect of any costs, charges, fees or expenses incurred by the Company in connection with any steps taken by the Company to recover possession of the Goods or monies pursuant to its rights hereunder.
6.7 For the avoidance of any doubt it is hereby agreed and declared that it is not the intention of the parties that the foregoing provisions should operate to create a charge of any kind in favour of the Company over any asset(s) of the Customer.
6.8 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods at any time which remain the property of the Company.
7. Intellectual Property Rights
7.1 In the event that the Customer shall provide its Design and/or Style to the Company so that the Design and/or Style will be embellished on the Goods, then the Company will use all reasonable endeavours to copy the Design and/or Style accurately.
7.2 The Design and/or Style will not be returned unless requested.
7.3 Screen charges may apply for the production of positive films used to create a Design and/or Pattern and/or Style on our screens.
7.4 The Intellectual Property Rights in the Design and/or Pattern shall belong at all times to the Company, except where supplied by the Customer; the screen, films, plates and embroidery disks shall remain the property of the Company at all times. The Company grants an irrevocable licence to the Customer to use the Goods for whatever purpose it thinks fit.
7.5 The Customer warrants that the Design and/or Style it supplies to the Company is accurate and free from error. The Company shall not be liable for any losses, claims, damages, costs or expenses suffered by the Customer resulting from any error or inaccuracy in such Design and/or Style. The Customer warrants and represents that any Design and/or Style given to the Company by the Customer shall not infringe any third party Intellectual Property Rights. The Customer shall indemnify and keep indemnified the Company against any and all claims, actions, costs, expenses (including legal expenses and disbursements) made or brought against the Company (whether in the UK or elsewhere) in respect of any infringement of any third party Intellectual Property Rights as a result of the use of the Design and/or Style under these Conditions.
7.6 Where the Company supplies Goods bearing printed matter for the Design no claim whatsoever shall be made in respect of the contents, colouring or position of such Design.
7.7 Where the Company has been requested by the Customer to create and provide a Design and/or Pattern, such Design and/or Pattern shall be approved in advance by the Customer. No change to the Design and/or Pattern will be accepted once the said Design and/or Pattern has been used in the production of any Goods to be supplied to the Customer, unless the Customer is prepared to accept a variation to the contract price as a result of such change. The Customer must then confirm its acceptance to the variation of the Contract price in writing.
7.8 All Intellectual Property Rights belonging to the Company shall at all times remain in the property and ownership of the Company.
7.9 The supply of Goods by the Company shall not confer any rights upon the Customer to use any of the Company's Intellectual Property Rights without the prior written consent of the Company and at all times such Intellectual Property Rights shall remain the property of the Company. The supply of Goods by the Company shall not imply any right to the Customer to use any Intellectual Property Rights which the Company may have or any indemnity against infringement of the Intellectual Property Rights of third parties by the Company.
7.10 No licence or other right whatsoever is granted to the Customer in these Conditions (save for the licence in 7.4), whether deemed granted, implied or otherwise, to use any Intellectual Property Rights of the Company.
8. Limitation and Exclusion of Liability
8.1 Except as provided in these Conditions, all warranties, (whether express or implied by statute or common law or howsoever) including without limitation those of satisfactory quality or of fitness for a particular purpose (even if that purpose is made known expressly or by implication of the Company) are hereby excluded.
8.2 The website is provided by the Company without any warranties or guarantees. The Customer bears the risks associated with the use of the Internet and any such use shall be subject to the Company’s Legal Notices.
8.3 Nothing in this clause or elsewhere in these Conditions is intended to restrict or exclude the Company's liability for death or personal injury resulting from negligence or for fraud or for any other liability or loss forbidden by English law.
8.4 The Company shall not be liable (whether or not the Company has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss, costs or expenses (including legal expenses and disbursements) in respect of:
8.4.1 any losses special to the Customer;
8.4.2 any direct loss of profits;
8.4.3 any direct loss of turnover; and/or
8.4.4 any direct loss of revenue; or
8.4.5 any indirect or consequential loss or damage howsoever caused including without limitation:
(a) any losses special to the Customer;
(b) any loss of profits;
(c) loss of turnover;
(d) loss of revenue;
(e) loss of business; and/or
(f) loss of data ;
and for the avoidance of doubt, the sub-clauses in this Clause 8.4 are intended and agreed by the Customer to be severable.
8.5 Subject to clause 8.3, the total liability of the Company (whether in contract, tort, negligence or breach of statutory duty or otherwise) for any or all claims brought by the Customer for any loss or damage shall be limited to the price of the Goods, subject to a maximum combined total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of these Conditions of £50,000.
8.6 The Customer shall be liable for and shall indemnify the Company against any and all expenses, loss, liability or proceedings suffered by a third party arising as a result of or in connection with any act, omission, negligence, and/or breach of the terms of any contract or otherwise through the default of the Customer.
8.7 The Company takes every reasonable measure to help you to maintain the condition of the Goods by supplying care guidelines with every delivery however the Goods will be subject to usual wear and tear. Where it is anticipated that the Goods will be required to be of a highly durable nature then we recommend that you purchase and test a sample in advance of placing an Order to ensure suitability. Nevertheless the Company accepts no liability whatsoever or howsoever arising for any loss of any kind in connection with any such reasonable wear and tear.
9.1 The Company may terminate any Contract with a Customer with immediate effect in the event of any circumstance under clause 6.4 herein during and/or in addition any of the following events:
9.1.1 The Customer fails duly to perform any of its obligations hereunder or repudiates the Contract; or
9.1.2 At any time it becomes unlawful for the Customer to perform or comply with its obligations hereunder; or
9.1.3 the Company considers in its reasonable opinion any change in the business, assets or financial condition of the Customer to have become adverse.
9.2 In the event of termination of any contract for any reason whatsoever then clauses 3, 6, 7 and 8 shall survive termination without any limitation in duration or otherwise.
10. Force Majeure
10.1 The Company shall be entitled to delay or cancel delivery or to reduce the amount of the Goods delivered if it is prevented from, hindered or delayed in supplying, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its reasonable control, including but not limited to, strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of labour and raw materials from normal source of supply (“Event of Force Majeure”) and the Company shall not be responsible to the Customer for any resulting loss or damage suffered by the Customer.
10.2 If the performance of any obligation by the Company shall be prevented by any Event of Force Majeure, the Company shall have the right to be discharged from further performance of and liability under the particular contract. If the Company exercises such right, the Customer shall pay the price less a reasonable allowance for such part of any contract that has not been performed by the Company.
11. Dispute Resolution
In the event of any dispute arising between the Company and the Customer regarding any omission, matter, act or thing of whatsoever nature arising out of these Conditions, within 14 days of it being clear that such dispute cannot otherwise be resolved, then such dispute or difference shall at the option of the Company only, be referred to a mediator to be appointed by CEDR. Such mediation shall take place in London or other place as the parties may agree. This clause does not apply to the recovery of any debt owing by or on behalf of the Customer to the Company.
12.1 Headings in these Conditions shall not form part of the Conditions and are inserted for ease of reference only.
12.2 All variations or modifications to the Contract will only be binding if recorded in writing and signed by the authorised signatories of both parties.
12.3 The waiver by the Company of any right or the failure by the Company to exercise any right or to insist on the strict performance of any provision of the Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of the Contract.
12.4 Each provision of the Contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract, the other conditions herein shall continue in full force and effect.
12.5 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
12.6 The Customer may not assign, sub-contract or in any way transfer or dispose any of its rights or obligations under the Contract without the prior written consent of the Company.
12.7 Any notice shall be served on the Company at its registered offices in the UK or such other address as the Company may from time to time notify to the Customer in writing and on the Customer at the address in the Order by registered post only. The Customer is responsible for notifying the Company in writing of any change to its address, email address or facsimile number.
12.8 Any such notice served by post shall be deemed to have been served in the case of a destination in the UK 2 days after the date of despatch and 7 days after the date of despatch to any other destination.
12.9 The Contract contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. The Customer acknowledges that in entering into the Contract, it does not do so on the basis of and does not rely on, any representation, warranty or other provision except as expressly provided for in the Contract.
12.10 These Conditions and any Contract shall in all respects be governed or construed in accordance with laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
12.11 The Company makes no promise that materials on the Website are appropriate or available for use in locations outside the United Kingdom, and accessing the Website from territories where its contents are illegal or unlawful is prohibited. If a Customer does choose to access this site from locations outside the United Kingdom, the Customer does so on its own initiative and will be responsible for compliance with local laws. Full risk in the Goods passes to the Customer immediately the Goods are delivered to the destination nominated by the Customer.
12.12 The Company and Customer will keep all information obtained about each other and the Order confidential and use it solely for the purpose of performing any contractual obligation except where agreed in writing, required by law or when the information concerned is already in the public domain other than by virtue of a breach of this confidentiality provision.