1a. These terms and conditions form the basis of the legal agreement ("supply agreement") under which we, A4 Apparel Limited, will supply to you goods and items ("goods") which you have ordered from us and which we have agreed to supply to you.
1b. Each order will constitute a separate supply agreement between us.
1c. A supply agreement is made only upon these terms and conditions. No additional, or alternative, terms or conditions will apply to a supply agreement unless we and you, between us through our authorised representatives, agree otherwise in writing.
1d. We will be entitled to cancel a supply agreement at any time if you have exceeded or will (as a result of the supply agreement in question or otherwise) exceed your authorised credit limit with us, or if any invoices rendered to you for goods previously supplied are overdue.
2a. Estimates are based on, A4 Apparel Limited, current costs of production and, unless otherwise agreed, are subject to amendment on or any time after acceptance to meet any rise or fall in such costs.
3a. Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, A4 Apparel Limited, reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
4a. All work carried out, whether experimentally or otherwise, at customers request shall be charged unless otherwise agreed.
5a. A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
6a. Proofs of all work may be submitted for customer's approval and the printer shall incur no liability for errors not corrected by the customer within the proofs so submitted. Customer's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to A4 Apparel Limited, judgement, and charges there from made by the customer shall be charged extra.
7a. Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed payment shall become due.
7b. The risk in the work and all goods delivered in connection therewith (hereinafter in this clause called 'the Goods') shall pass to the customer upon delivery.
7c. Until full payment has been received by A4 Apparel Limited, for all amounts due to A4 Apparel Limited, from the customer under this or any other contract property in the Goods shall remain in A4 Apparel Limited, who shall be entitled to enter upon the premises where the Goods are held for the purpose of removing the same.
7d. Unless otherwise specified the price is quoted for delivery of the work to the customers address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
7e. Should expedited delivery be agreed an extra may be charged to cover any overtime or any additional costs involved.
7f. Should work be suspended at the request of or delayed through any default of the customer for a period of 28 days A4 Apparel Limited, shall then be entitled to payment for work carried out, materials specially ordered and other additional costs involved.
8a. Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given to, A4 Apparel Limited, and the carrier within three clear days of delivery (or, in the case of non-delivery, within twenty eight days of despatch of the goods) and any claim in respect thereof must be made in writing to, A4 Apparel Limited, and the carrier within seven clear days of delivery (or in the case of non delivery, within forty two days of despatch). All other claims must be made in writing to, A4 Apparel Limited, within twenty eight days of delivery. A4 Apparel Limited, shall not be liable in respect of any claim unless the aforementioned requirements have been completed with except in any particular case where the customer proves that;
8a i. It was not possible to comply with the requirements.
8a ii. Advice (where required) was given and the claim lay as soon as reasonably possible.
9a. A4 Apparel Limited, shall not be liable for any loss to the customer arising from delay in transit not caused by A4 Apparel Limited,
10a. Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, customer's property and all property supplied to A4 Apparel Limited, by or on behalf of the customer shall while it is in the possession of A4 Apparel Limited, or in transit to or from the customer be deemed to be at the customer's risk unless otherwise agreed and the customer should insure accordingly.
10b. A4 Apparel Limited, shall be entitled to make a reasonable charge for the storage of any customer's property left with A4 Apparel Limited, before receipt of the order or after notification to the customer of the work.
11a. A4 Apparel Limited, may reject any garment supplied or specified by a customer which appear to him unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by A4 Apparel Limited, in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
11b. Where materials are so supplied or specified, A4 Apparel Limited, will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
11c. Quantities of materials supplied shall be adequate to cover normal spoilage.
12a. If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, A4 Apparel Limited, without prejudice to other remedies shall;
12a i. Have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt to him, and;
12a ii. In respect of all unpaid debts due from the customer have a general lien on all goods and property in his possession (whether worked on or not) and shall not be entitled on the expiration of twenty eight days notice to dispose of such goods or property in such manner and at such price as he thinks fit to apply the proceeds towards such debts.
13a. A4 Apparel Limited, shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
13b. A4 Apparel Limited, shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any matter printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
14a. A4 Apparel Limited, shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any liability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to, A4 Apparel Limited, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
15a. These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.