TERMS AND CONDITIONS OF SALE
Between SK1PR Sportswear Ltd (“the Company”) and (“the Customer”)
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms and conditions:
(a) “Business Day” means any day between 9:00 a.m. and 5:00 p.m., other than a Saturday, Sunday, bank holiday, or public holiday.
(b) “Credit Facility” means an agreement between the Company and the Customer allowing the Customer to purchase Goods in advance of payment.
(c ) “Customer Logo” means any logo developed or provided by the Customer for use on or incorporation into the Goods.
(d) “Goods” means the goods supplied by the Company to the Customer under these Terms and Conditions of Sale, as set out on the Invoice or Quotation.
(e) “VAT” means value-added tax payable on taxable supplies under applicable VAT law.
(f) “Intellectual Property” means all intellectual property, including logos, patents, trademarks, service marks, trade or business names, design rights, copyrights, moral rights, know-how, trade secrets, domain names, internet addresses, and any similar rights—registered or unregistered—including all applications and rights to apply for such rights.
(g) “Invoice” means the invoice provided by the Company to the Customer, setting out the agreed price for the Goods.
(h) “Quotation” means a quotation provided by the Company to the Customer, setting out the quoted price for the Goods.
(i) “Services” means any services provided by the Company relating to the supply of the Goods.
1.2 These terms and conditions:
(a) Apply to all Goods and Services provided by the Company to the Customer.
(b) Subject to any Credit Facility, form the sole agreement between the Company and the Customer and supersede and exclude, to the extent permitted by law:
(i) Any terms and conditions in previous offers or orders; and
(ii) Any statements, representations, or conduct made or done prior to entering into these terms and conditions.
2. QUOTATION, PRICE AND PAYMENT
2.1 Unless otherwise specified:
(a) All Quotations, except for price, are valid for 30 days unless otherwise stated.
(b) Quoted prices include VAT unless otherwise indicated and are subject to change without notice.
(c) The Company reserves the right to adjust prices to those prevailing at the time of shipment.
(d) Invoices must be paid in accordance with the terms specified on the Invoice.
(e) Goods will only be ordered upon receipt of payment.
(f) In extraordinary circumstances and with the approval of the Managing Director, if goods are ordered and not paid for by the invoice date, late payment fees of £3 per day will apply.
(g) Payment via credit card, debit card, or Klarna will incur a 2.5% surcharge.
(h) For all orders, 100% payment is due upon sign-off of pre-production and quotation approval unless otherwise agreed in writing.
(i) The Managing Director may approve credit terms for customers, but only if signed off in writing by the Managing Director.
2.2 The Quotation price does not include freight charges unless stated. The Customer shall reimburse the Company for any freight costs incurred.
2.3 If payment is overdue, the Company may refer the account to a collection agency or legal representatives. The Customer is liable for all related costs, including solicitor-client legal fees or indemnity costs, whichever is higher.
3. ORDERS
3.1 The Company aims to deliver products to the address specified by the Customer within the estimated timeframe but does not guarantee delivery dates.
3.2 Orders must be submitted in writing or electronically (e.g., email).
3.3 No refunds will be issued for change of mind.
3.4 Artwork approvals or edits are required within 48 hours of receipt. Otherwise, the order will proceed to production.
3.5 The Company may decline any order, in full or in part, by written notice prior to delivery.
3.6 The Customer is responsible for any loss, damage, or expense incurred due to order cancellation.
3.7 The Company may suspend or discontinue supply if the Customer is in default of these terms.
3.8 Once Artwork is approved, no changes to the delivery address can be made.
4. DELIVERY AND TITLE
4.1 Risk of loss or damage passes to the Customer upon delivery.
4.2 The Company may withhold delivery until payment is received. If delivered in advance of payment, title remains with the Company until paid in full.
4.3 Until full payment, Goods must be clearly identified as the Company’s property. If resold, proceeds must be held in trust and paid to the Company upon request.
4.4 The Customer’s right to possession ends if bankruptcy or insolvency proceedings occur. The Company may repossess the Goods and enter premises as necessary.
4.5 The Company is not liable for delays in delivery.
4.6 If the delivery address is unattended or delivery cannot occur due to causes beyond the Company’s control, the Company may store the Goods at the Customer’s risk and expense or take other appropriate action.
5. RETURNS AND DEFECTS
5.1 Returns are only accepted if the Goods are defective or do not match the Quotation or Invoice. Written notice must be given within 14 days of receipt.
5.2 The Company will repair or replace defective Goods provided:
(a) Clause 5.1 has been complied with;
(b) Goods were stored appropriately;
(c) Goods are returned in original condition;
(d) The Customer provides a valid Invoice or Quotation.
5.3 The Company is not liable for normal variations in colour, finish, dimensions, weight, or material availability.
5.4 If Goods are supplied to Customer specifications, the Customer indemnifies the Company from any infringement claims.
5.5 The Company is not responsible for sizing issues. Customers should refer to the size guide.
6. COMPANY LOGO
6.1 The Customer agrees to display the Company’s logos and branding on the Goods in accordance with the Company’s specifications or Style Guide.
7. INTELLECTUAL PROPERTY, DRAWINGS, DOCUMENTATION, AND INFORMATION
7.1 Except for any Customer Logo, all Intellectual Property in the Goods is owned by the Company. The Customer agrees not to challenge this.
7.2 Any logos, designs, or drawings created by the Company remain its property and may only be used with written permission.
7.3 Specifications, illustrations, and data provided are approximate and not binding unless confirmed in writing.
7.4 All documentation provided remains confidential and the property of the Company. The Customer may not copy or share it or replicate any designs.
7.5 The Customer warrants that it owns or holds a valid license for all Customer Logos used on Goods.
7.6 The Customer is responsible for ensuring Customer Logos do not infringe any third-party rights. The Company does not check for such infringement.
7.7 If the warranty under 7.5 is or becomes untrue, the Customer will indemnify the Company against any claims, losses, or legal costs arising from infringement.
8. FORCE MAJEURE
8.1 The Company is not liable for delays or failure to perform due to circumstances beyond its control, including but not limited to natural disasters, war, strikes, machinery breakdowns, or supply shortages.
9. GENERAL
9.1 These terms are governed by the laws of England and Wales.
9.2 Delay or failure to exercise any right does not constitute a waiver. Rights may only be waived in writing.
9.3 If any part of these terms is deemed unenforceable, the remainder remains in effect.
9.4 These terms may only be amended in writing, signed by both parties.
9.5 Each party is responsible only for its obligations and liabilities. These terms do not create joint liability.
9.6 The Company may immediately terminate this agreement if a Customer Logo infringes Intellectual Property rights. It is the Customer’s responsibility to ensure proper licensing.