Supreme Creations Limited
Terms and Conditions of Business
1. About us
We are Supreme Creations Limited (trading as Supreme Creations), a company registered in England and Wales under company number 03743644. Our registered office is at Supreme House, 12 Iron Bridge Close, Great Central Way, London NW10 0UF, United Kingdom. Our VAT number is: GB 741551938
2. How to contact us
You can contact us by sending an email to [email protected] or calling us on 020 8459 3260
3. These terms
3.1. Your use of our website is governed by our Website Terms of Use.
3.2. These terms and conditions apply to any purchases you make from us. Please read these terms and conditions carefully before you place any orders with us, as they set out important information about your and our rights and obligations. Please note that by placing an order with us you are deemed to have agreed to these terms.
3.3. Any reference to ‘we’, ‘us’ or ‘our’ in these terms is to Supreme Creations Limited, trading as Supreme Creations and/or Bags of Ethics, and any reference to ‘you’ or ‘your’ is to the legal entity of the business placing an order with us. The natural person who effects the order for and on behalf of the business confirms that he/she has or they have the necessary authority to do so.
3.4. We may make changes to these terms and conditions at any time. However, the terms and conditions which apply to your order will be those in force at the time you place your order with us.
3.5. Please print out or save a copy of these terms and conditions and any emails from us for your records, as we will not save or file a copy for you. These terms and conditions are only available in English.
3.6. These terms and conditions apply to and form part of the contract between you and us. They supersede any previously issued terms and conditions of purchase or supply.
3.7. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification, email correspondence or other document shall form part of the contract between you and us except to the extent that we otherwise agree in writing.
4. Orders
4.1. Following an initial consultation process with you, we will send you a quote form for you to complete, sign and send back to us. Our quote forms are invitations to treat only. They are not offers to supply and are incapable of being accepted as such. Marketing and other promotional material relating to our products are illustrative only and do not form part of the contract between you and us.
4.2. The quote form is valid for 30 days from date of issue. During those 30 days, we reserve the right to vary our prices reasonably to reflect any material change in transport or material costs.
4.3. Please check the quote form carefully and correct any errors before you sign it and send it back to us. Since we are supplying bespoke products based on information and artwork you provide to us, you are responsible for ensuring that the information and artwork you provide is accurate. See further below for terms and conditions concerning the description and delivery of the products you order.
4.4. We will send you an acknowledgment email to let you know that we have received your signed quote form. This does not mean that your order has been accepted by us. Your signed quote form constitutes an offer subject to these terms and conditions. We may accept or reject an order at our discretion and for any reason. Rejection by us of an order does not constitute a counter-offer capable of acceptance.
4.5. Acceptance by us of your order takes place when we issue you an invoice corresponding to your signed quote form, at which point a legally binding contract is formed between you and us on these terms and conditions.
5. Orders placed and paid for online
5.1. Orders for customised products are subject to our standard Terms and Conditions in addition to the following terms that you agree and accept when you purchase a customised product.
5.2. Please double-check your order on screen and in your confirmation email carefully check that all customised parts, especially the colours, text, options and artwork are correct. Your product will be produced exactly as confirmed, including any capitalisation (e.g. James, james, JAMES) or spelling.
5.3. It is your responsibility to ensure that any option you have requested to personalise the product is correct.
5.4. Your right to cancel an order under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to customised products. You can cancel within 24 hours after confirmation by email only which Supreme Creations will need to acknowledge receipt of and confirm acceptance of for the cancellation to be confirmed. Cancellations after 24 hours will only be accepted at our discretion. The reason for this is that our highly automated systems and machines might have already incurred certain costs in producing your order for which costs will need to be borne by the customer or through explicit agreement between Customer and The Company.
5.5. Dispatch of customised products and delivery details will be given through our tracking and merchandising teams.
5.6. By purchasing a customised product, you are confirming your agreement of and adherence to our Content Rules. We reserve the right to refuse any order which is not in line with our Content Rules.
5.7. We do not permit customised products to include any artwork which:
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- Infringes copyright and trademarks rules.
- Contravenes any applicable law by being misleading, offensive, abusive, threatening or defamatory, or that might cause needless annoyance, inconvenience or distress to any person;
- Contains material which is pornographic, obscene, indecent or offensive, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or that may incite hatred or violence against any person or group
- Advocates, promotes or assists any unlawful act.
5.8. Refunds and replacements for faulty products will be provided in accordance with our standard Terms and Conditions but please note that refunds cannot be given if the fault is as a result of your own actions such as a spelling mistake or artwork issue.
5.9. By uploading an artwork and placing your order, you agree for our team to match your artwork colours with closest matching pantone colours. If you wish to use preferred pantone colour references, please send us an email.
5.10. By agreeing to our Terms and Conditions, you agree to receive further correspondence from us and you agree to be added to our newsletter delivery list. You can un-subscribe at any time by sending an email to [email protected]
6. Artwork
6.1. Our Artwork Guidelines contain our recommendations to help you provide us with accurate artwork for your project. Those guidelines do not form part of the contract between you and us but are there for your assistance.
6.2. Where you provide a specification in your signed quote form, you are responsible for the accuracy and completeness of the specification, and we will not be liable for any defects in the delivered product that result from our following your specification.
6.3. Where you do not supply us with production-ready artwork, it is your sole responsibility to ensure that the artwork is satisfactory before any goods are printed. We may at our discretion and without obligation advise you as to the suitability of the artwork, but we will not be responsible for the appearance of the design once it has been printed onto fabric.
6.4. We will not be responsible for the print quality of artwork provided in non-vector format or other format which is not high quality or print-ready. If you provide us with artwork in non-vector format (e.g., JPEG/PNG/GIF/TIFF and some PDFs), we may at our discretion and without obligation manually manipulate the artwork to improve print quality and you will be solely responsible for final artwork approval.
6.5. Colour descriptions should be provided by PMS uncoated Pantone colour reference or hard copy sample expressly identified in the signed quote form. If no pantone colour reference is specified and no hard copy sample is expressly identified in the signed quote form, we may at our discretion and without obligation define colour and will not be responsible for the appearance of the colour once it has been printed onto fabric.
7. Approvals
We will notify you of when we need your approval of final design/artwork. In order to meet manufacturing and delivery schedules, time is of the essence for providing us with any approval.
8. Manufacturing tolerances
8.1. We will not be responsible for minor variations during manufacture. Due to the bespoke, natural and handmade nature of our products, actual products may vary slightly from their descriptions in your signed quote form, or from any descriptions on our website, digital representations, physical samples or photos/videos referred to in your signed quote form. Digital representations and photos/videos are for illustration purposes only as their appearance may vary depending on the hardware and settings of the device on which they are viewed, the software used and the hardware and settings of the camera.
8.2. Although we will endeavour to reproduce the appearance of products in accordance with any descriptions on our website, digital representations, physical samples or photos/videos referred to in your signed quote form, the colours, shape and trims of the products may vary from these as a result of environmental or manufacturing factors (e.g., climate changes, natural variations in materials, availability of natural resources, variations between artisans performing the same handcraft processes).
8.3. Whilst every effort will be made to maintain consistent standards, allowance must be made for some variation in shade from panel to panel during a production run, as no two items react in identical fashion when printed. Our fabrics are natural materials with variable weaves and our products are handmade, so they may vary from one batch to another.
8.4. All orders are subject to standard manufacturing tolerances as to width, length, thickness, print registration, trim and colour variations. You accept that variations in size of goods are permitted within a margin of plus or minus 10%.
9. Cancelling or changing an order
9.1. You may cancel an order at any time and for any reason before we issue you an invoice corresponding to your signed quote form (i.e., before a legally binding contract is formed between you and us on these terms and conditions).
9.2. Since we are supplying bespoke products manufactured to your specifications, cancellation of an order is not possible once a legally binding contract is formed between you and us on these terms and conditions.
9.3. Notwithstanding the above, if you would like to stop or change your order after we issue you an invoice corresponding to your signed quote form (i.e., after a legally binding contract has been formed between you and us on these terms and conditions), please contact us as soon as possible and we will let you know if it is possible, without any obligation on our part, to stop or change your order (if, for example, we have not taken any steps to prepare for the manufacture of your order).
10. Prices
10.1. The instant quote tool on our website automatically generates an estimate and not a final price. The final price will be stated on your signed quote form and on the invoice we issue to you corresponding to your signed quote form.
10.2. Special packaging or delivery requirements (e.g., changes of packing, or the need for a fork lift or other specific style of truck/vehicle) must be communicated to us before we send you a quote form, and a manual or instructions guide must be provided to enable us to assess whether we can comply. Special packaging or delivery requirements will incur additional charges, which will be stated on our quote form and on the invoice corresponding to your signed quote form.
10.3. If at any time you ask us for additional services, e.g., screens, scanning, positives, re-drawing, changes in packing, pre-production samples, sampling or audit requests, lab requests these will be subject to a further specific agreement between you and us on these terms and conditions, separate from any contract for the supply of the products themselves. Charges for additional services are payable in full in any event (i.e., whether you proceed with an order or not).
11. Payment
11.1. All orders must be paid for in full promptly on receipt of the invoice we issue to you corresponding to your signed quote form and in any event before we dispatch the goods to you, unless otherwise agreed in writing.
11.2. You accept that variations in quantities delivered are subject to standard textile industry practices of plus or minus 10% of the quantities ordered. You agree to pay pro rata at the rate we have agreed per unit for the actual quantities delivered. Upon delivery of the goods, we will issue to you a final tax invoice corresponding to the actual quantities delivered. Final tax invoices must be paid for in full promptly on receipt.
11.3. VAT, where applicable, is payable at the prevailing rate on the date of the invoice for goods supplied by us whether or not included in the quote form. If you are in the EU, you must provide us with an EORI number to enable us to avoid charging you VAT.
11.4. If we have approved a credit account for you in writing, payment for goods must be made within 30 days from the date of the invoice or delivery of the goods, whichever is sooner.
11.5. Time of payment is of the essence. Where sums due under these terms and conditions are not paid in full by the due date we may, without limiting our other rights, charge:
11.5.1. Simple interest on such sums at 8% a year above the Bank of England base rate in force from time to time;
11.5.2. Simple interest on the amount due shall accrue daily and apply from the due date for payment until actual payment in full; and
11.5.3. An additional administrative fee as follows:
11.5.3.1. £40.00 for debts up to £999.99;
11.5.3.2. £70 for debts from £1000 to £9999.99;
11.5.3.3. £100 for debts above £10,000.
12. Delivery
12.1. We may at our discretion deliver the goods ordered by instalments. Any delay in delivery or defect in an installment shall not entitle you to cancel any other installment.
12.2. Time of delivery is not of the essence. We shall use are reasonable endeavours to meet delivery dates but such dates are indicative only. Requests to meet desired deadlines will be taken into account but due to the bespoke, handmade nature of our products and the nature of the manufacturing processes, we will not be responsible for failure to meet any desired deadline.
12.3. Mode of transportation of the goods is at our discretion. Any special instructions or requirements for transportation, including any pallet specification, timing or labeling must be expressly agreed in writing between the parties and you shall pay any extra costs arising therefrom.
12.4. You are responsible for providing at the time of making an order correct contact details for delivery and complete information relating to the delivery address and delivery environment.
12.5. The delivery environment must be on the ground floor, be manned during our standard delivery hours of 9am to 5pm from Monday to Friday for unloading/receiving goods and have no access or parking restrictions. If a Saturday delivery is required, you shall pay any extra cost arising therefrom. Please note that no invoices, packing lists or delivery notes are provided on delivery. If you are not in the UK, you are responsible for liaising with local customs authorities where necessary for the release of the goods.
12.6. We shall not be liable for any direct or indirect loss arising from non-delivery or delay in delivery of any goods caused by:
12.6.1. Your delay in providing us with any artwork approval or signed quote form;
12.6.2. Your failure to make the delivery location available;
12.6.3. Your failure to prepare the delivery location in accordance with our instructions if any or as required for delivery of the goods;
12.6.4. Your failure to provide us with adequate instructions for delivery and installation;
12.6.5. Events beyond our reasonable control, including but not limited to war, strikes, crime, lock-outs, fire, floods, explosions, terrorism, government restrictions, inability to obtain goods or shortages thereof, freight (air, land or sea) stoppages or delays, pandemics or similar serious outbreaks of disease, adverse weather conditions, natural disasters or other natural phenomena.
12.7. If you fail to accept delivery of the goods we shall store and insure the goods pending delivery, and you shall pay all reasonable costs and expenses including storage and insurance charges incurred by us in doing so. If after 4 weeks from the due date for delivery or collection of the goods, you have not taken delivery of or collected them, we may resell (if that is possible) or otherwise dispose of the goods without any obligation or liability to you. Such disposal may include donating the goods to charity or sustainably recycling them.
12.8. Delivery is complete once the goods have been unloaded at the address for delivery set out in your signed quote form or collected by you or a carrier organised by you to collect them from us, and signed for as so delivered or so collected.
13. International deliveries
13.1. We deliver worldwide. If you order goods from us for delivery to a destination outside the UK, you are responsible for ensuring that delivery to your destination is possible and not restricted by national or international laws or sanctions. You must comply with all applicable laws and regulations of the country for which the goods are destined. We will not be liable or responsible if you break any such law.
13.2. If you order goods from us for delivery to a destination outside the UK, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
14. Risk and title
14.1. Title to goods supplied by us shall pass to you once we have received payment in full and cleared funds for the goods.
14.2. Until title to the goods has passed to you, you shall:
14.2.1. hold the goods as bailee for us;
14.2.2. store the goods separately from all other material in your possession;
14.2.3. take all reasonable care of the goods and keep them in the condition in which they were delivered;
14.2.4. insure the goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their price (iv) noting our interest on the policy;
14.2.5. ensure that the goods are clearly identifiable as belonging to us;
14.2.6. not remove or alter any mark on the goods or their packaging;
14.2.7. inform us immediately if you become subject to any of the events or circumstances set out in clauses 21.1.1 to 21.1.4 or 21.2.1 to 21.2.14; and
14.2.8. on reasonable notice permit us to inspect the goods during your normal business hours, or provide us with a sample of the goods for inspection, and provide us with such information concerning the goods as we may request from time to time.
14.3. If, at any time before title to the goods has passed to you, you inform us, or we reasonably believe, that you have or are likely to become subject to any of the events specified in clauses 21.1.1 to 21.1.4 or 21.2.1 to 21.2.14, we may:
14.3.1. require you at your expense to re-deliver the goods to us within 24 hours of so informing us if delivery was within the UK and within 5 working days of so informing us if delivery was to a destination outside the UK; and
14.3.2. if you fail to do so promptly, enter any premises where the goods are stored and repossess them.
14.4. Any property you supply to us will be held at your risk. We will take reasonable care to secure the best results where materials and/or equipment are supplied by you, but responsibility will not be accepted for imperfect work caused by defects in, or unsuitability of such materials and/or equipment.
15. Warranty
This contract is deemed to be made in England. The construction, validity and performance of this contract shall be governed by the law of England and Wales. Any legal proceedings in relation to this contract shall be pursued in the courts of England and Wales.
15.1. We warrant that the goods we supply to you shall conform in all material respects to the specifications in your signed quote form; be free from material defects in design, material and workmanship and be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
15.2. For the avoidance of doubt, minor variations, including natural variations within the manufacturing tolerances mentioned above, and minor defects are not material for the purposes of the above warranty.
15.3. You warrant that you have provided us in writing with all relevant, full and accurate information as to your needs for the goods. Save as specified in writing on your signed quote form, materials and manufacture of the goods are at our discretion. The suitability of the goods for any particular purpose is at your risk unless specifically stated in the order form.
15.4. If any goods do not comply with the above warranty, as your sole and exclusive remedy, we shall, at our option, repair, replace, or refund the price of the defective goods, provided that:
(a) you notify us:
(i) in the case of a defect that is apparent on normal visual inspection, within 5 working days of delivery;
(ii) in the case of a latent defect (i.e., a defect that is not apparent on normal visual inspection), within a reasonable time of the latent defect/issue becoming apparent;
(b) you cooperate with us and provide all information and evidence of the defect as we reasonably require;
(c) you return the goods to us immediately upon so notifying us, and we assess that the goods are defective;
(d) none of the exceptions to the above warranty apply.
15.5. If you fail to give notice of rejection in accordance with clause 14.4, you will be deemed to have accepted the goods as they are.
15.6. We operate a sustainability policy and if we offer to replace any defective goods, disposal of them may include donating them to charity or sustainably recycling them.
15.7. We shall not be liable for any failure of the goods to comply with the above warranty:
15.7.1. Where you have not immediately returned the goods to us for assessment;
15.7.2. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the goods;
15.7.3. to the extent caused by your failure to comply with our instructions in relation to the goods, including any instructions on use, storage or maintenance;
15.7.4. to the extent caused by us following any specification, instruction or requirement of or given by you in relation to the goods;
15.7.5. where you modify any goods without our prior written consent or, having received such consent, not in accordance with our instructions; or
15.7.6. where you use any of the goods after notifying us that they do not comply with the above warranty.
15.8. Except as set out in this clause:
15.8.1. We give no warranties and make no representations in relation to the goods;
15.8.2. We shall have no liability for any failure to comply with the above warranty; and
15.8.3. All warranties and conditions (including the conditions implied by sections 13 to 15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
16. Anti-slavery
Our Anti-Slavery Statement forms part of these terms and conditions.
17. Limitation of liability
17.1. The extent of the parties’ liability under or in connection with the contract between you and us (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
17.2. Subject to clauses 16.4 and 16.5, we shall not be liable for consequential, indirect or special losses.
17.3. Subject to clauses 16.4 and 16.5, we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/or wasted expenditure.
17.4. The limitations of liability set out in clauses 16.2 and 16.3 shall not apply in respect of any indemnities given by either party under the contract between you and us.
17.5. Notwithstanding any other provision of the contract between you and us, the liability of the parties shall not be limited in any way in respect of the following:
17.5.1. death or personal injury caused by negligence;
17.5.2. fraud or fraudulent misrepresentation;
17.5.3. any other losses which cannot be excluded or limited by Applicable Law;
17.5.4. any losses caused by wilful misconduct.
18. Your information
Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what information we collect and hold about you, and how we collect, store, use and share such information.
19. Intellectual property rights
All intellectual property rights in or arising out of or in connection with the goods we supply to you (other than intellectual property rights in any original artwork or design provided by you), including but not limited to copyright, design right, rights in colour mixes and appearances, stitching and packing, shall be and shall remain our property. Nothing in these terms and conditions operates to assign or licence any of our intellectual property rights to you.
20. Your warranty and indemnity
20.1. You warrant to us that any artwork, design or other material you provide us does not violate or infringe any existing copyright or other intellectual property right or duty of confidentiality or duty to respect privacy or any other right of any person or party whatsoever, that it contains nothing libellous, that it contains no obscene or blasphemous material nor is in breach of the Official Secrets Acts nor is in any other way unlawful.
20.2. The above warranty shall survive the termination of the contract between you and us.
20.3. You shall indemnify and keep us indemnified against all actions, suits, proceedings, claims, demands and costs (including any legal costs or expenses properly incurred and any compensation costs and disbursements paid by us on the advice of our legal advisers to compromise or settle any claim) occasioned to us in consequence of any breach, or arising out of any claim alleging your artwork constitutes in any way a breach, of the above warranty, or in consequence of any breach of any of your obligations under the contract between you and us.
21. Events beyond our control
We are not liable to you if we fail to comply with any of these terms and conditions or any of our obligations to you because of circumstances beyond our reasonable control.
22. Termination
22.1. We may terminate the contract between you and us at any time by giving notice in writing to you if:
22.1.1. you commit a material breach of the contract between you and us and such breach is not remediable;
22.1.2. you commit a material breach of the contract between you and us which is not remedied within 2 weeks of receiving written notice of such breach;
22.1.3. you have failed to pay any amount due under the contract between you and us on the due date and such amount remains unpaid 2 weeks after the date that we have given notification to you that the payment is overdue; or
22.1.4. any consent, license or authorisation held by you is revoked or modified such that you are no longer able to comply with you obligations under the contract between you and us or receive any benefit to which you are entitled.
22.2. We may terminate the contract between you and us at any time by giving notice in writing to you if you:
22.2.1. stop carrying on all or a significant part of your business, or indicate in any way that you intend to do so;
22.2.2. are unable to pay your debts either within the meaning of section 123 of the Insolvency Act 1986 or if you reasonably believe that to be the case;
22.2.3. become the subject of a company voluntary arrangement under the Insolvency Act 1986;
22.2.4. become subject to a moratorium under Part A1 of the Insolvency Act 1986;
22.2.5. become subject to a restructuring plan under Part 26A of the Companies Act 2006;
22.2.6. become subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
22.2.7. have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets or income;
22.2.8. have a resolution passed for your winding up;
22.2.9. have a petition presented to any court for your winding up or an application is made for an administration order, or any winding-up or administration order is made against you;
22.2.10. are subject to any procedure for the taking control of your goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
22.2.11. have a freezing order made against you;
22.2.12. are subject to any recovery or attempted recovery of items supplied to you by a supplier retaining title to those items;
22.2.13. are subject to any events or circumstances analogous to those in clauses 21.2.1 to 21.2.12 in any jurisdiction; or
22.2.14. take any steps in anticipation of, or have no realistic prospect of avoiding, any of the events or procedures described in clauses 21.2.1 to 21.2.13 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
22.3. Our right to terminate the contract between you and us pursuant to clause 21.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of your amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged entity agrees to adhere to the contract between you and us.
22.4. If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the contract between you and us under this clause, you shall immediately notify us in writing.
22.5. Termination or expiry of the contract between you and us for the supply of goods shall not affect any rights and liabilities we have accrued at any time up to the date of termination. You will also still be liable under clause 9.3 for charges agreed separately for additional services.
23. Communications between you and us
23.1. Where these terms and conditions refer to “in writing”, this includes email.
23.2. Any notice given by one of us to the other must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.
23.3 A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9am GMT on the second working day after posting; or
(c) if sent by email, at 9am GMT the next working day after transmission.
23.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
23.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
24. Entire agreement
24.1. Your signed quote form, the invoice corresponding to your signed quote form and these terms and conditions constitute the entire agreement between you and us and supersede all previous agreements, understandings and arrangements between you and us, whether in writing or oral in respect of its subject matter.
24.2. Each party acknowledges that it has not entered into the contract between you and us in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in order form and these terms and conditions.
25. Variation
No variation of the contract between you and us shall be valid or effective unless it is in writing and is duly signed or executed by, or on behalf of, each party.
26. Assignment
You may not assign, subcontract or encumber any right or obligation under the contract between you and us, in whole or in part, without our prior written consent, which we may withhold or delay at our absolute discretion.
27. No partnership or agency
The parties are independent and are not partners, principal and agent or employer and employee and the contract between you and us does not establish any joint venture, trust, fiduciary or other relationship between you and us, other than the contractual relationship expressly provided for in it. Neither of us shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
28. Equitable relief
You recognise that any breach or threatened breach of the contract between you and us may cause us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to us, you acknowledge and agrees that we are entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
29. Severance
29.1. If any provision of the contract between you and us (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the contract between you and us shall not be affected.
29.2. If any provision of the contract between you and us (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
30. Waiver
30.1. No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the contract between you and us shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2. No single or partial exercise by us of any right, power or remedy provided by law or under the contract between you and us shall prevent any future exercise of it or our exercise of any other right, power or remedy.
31. Third party rights
A person who is not a party to the contract between you and us shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the contract between you and us.
32. Complaints
If you are unhappy with us or the products you ordered, please contact us at [email protected] within 5 days from the date of delivery.
33. Governing law
The contract between you and us and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
34. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the contract between you and us, its subject matter or formation (including non-contractual disputes or claims).
