2.1. Unless otherwise specified:

a.    all Quotations are valid for acceptance within 30 days.

b.    the Company reserves the right to adjust prices to the Company’s prices prevailing at the time of raising an Invoice.

c.    no binding contract shall be created by the acceptance by the Customer of the Company’s quotation until notice of acceptance of the Order has been given in writing by the Company, or the Company has indicated its acceptance of the offer by making delivery or part delivery of the goods and payment has been received.

d.    payment in full is due upon approval of the Specification Sheet supplied by the Company at the time of raising an Order, for all Orders that contain any Made to Order Items.

e.    Orders containing any Made to Order Items will not be Put Into Production or dispatched until payment has been received in full.

f.    payment in full is due prior to dispatch on Orders that only contain Stocked Items.

g.    Orders containing only Stocked Items will not be dispatched until payment has been received in full.

h.    prices are shown including VAT, where applicable.
 
i.    the only currency that the Company accepts is Pound Sterling GBP.

2.2. In the event that no quotation is given by the Company and it has received an Order from the Customer, all deliveries are made subject to these Terms and Conditions.

2.3. In the event that a Customer reduces the number of units to be delivered than those quoted for, the Company reserves the right to adjust the rates of prices applicable thereto.

2.4. The Quotation does not include the Carrier charges unless stated. The Customer is required to reimburse the Company for any Carrier charges incurred by the Company on the Customer’s behalf.

3.1. Orders containing any Made to Order Items will not be Put Into Production until the Customer has:

a.    paid the Company in full for the Invoice provided.

b.    approved the Specification Sheet, either through our online portal or in writing.

c.    where applicable, approved all Customer Logos, that are sent to the Customer, either through our online portal or in writing.

3.2. The Company reserves the right to refuse an Order where it has reason to believe that the Customer has been unable to view the Specification Sheet or Customer Logos artwork, but has approved the Order in any case.

3.3. The Target Lead Time, provided at the time of placing an Order, will not begin until the conditions outlined in 3.1. and 3.2. have been met.

3.4. The Company aims to deliver products to you at the place of delivery requested within the Target Lead Time indicated by the Company at the time of placing an Order, but it cannot provide a firm delivery date to the Customer.

3.5. Once an Order has been Put Into Production, the specification cannot be edited.

3.6. Orders containing only Stocked Items will be dispatched once the Customer has paid the Invoice in full.

3.7. Orders placed by a Customer acting as a third party, with the intention to sell on Goods provided by the Company, for their own personal or commercial benefit, may be cancelled at the sole discretion of the Company.

3.8. The Company reserves the right to suspend or discontinue the supply of Goods to the Customer where the Customer is in default of these terms and conditions.

4.1. For Orders containing only Stocked Items, the Customer has a legal right to cancel the contract without giving any reason within 14 days of the day after you received the goods. This is the “Cancellation Period”. The Customer can cancel by sending the Company the cancellation form provided or by letting us know in any other way by post to Unit 12 Gabwell Business Centre, Quadrant Way, Hardwicke, Gloucester, GL2 2JH, by e-mail to info@zapkam.com or over the telephone on 03300 249110. The Customer should keep evidence of having given notice of cancellation, such as proof of postage or an e-mail receipt.

4.2. The Consumer Protection (Distance Selling) Regulations 2000 will not apply to Made to Order Items, as they are uniquely designed items that are made to order specifically for the Customer, their club or team and cannot be re-sold.

4.3. The Order will be Put Into Production once the Customer has:

a.    paid the Company in full for the Invoice provided.

b.    approved the Specification Sheet, either through our online portal or in writing.

c.    where applicable, approved all Customer Logos, that are sent to the Customer, either through our online portal or in writing.

4.4. Orders containing Made to Order Items cannot be cancelled unless the Customer has not yet:

a.    paid the Company in full for the Invoice provided.

b.    approved the Specification Sheet, either through our online portal or in writing.

4.5. If without explicit written permission from the Company, the Customer cancels an Order containing any Made to Order Items or any part thereof, or fails to take delivery of any Goods at the time agreed, should such cancellation or failure cause disruption to the Company’s production, the Customer shall be liable, without prejudice to any other rights of the Company to claim damages, to indemnify the Company against loss, damage or expense incurred by the Company in connection with the manufacture or non-manufacture of Goods, the cost of material or tools used or intended to be used thereof and the cost of labour and other overheads. The Company reserves the right, in addition, to impose a cancellation / restocking fee of 50% of the full order value.

5.1. The Goods supplied to the Customer shall comply with the Specification Sheet approved.

5.2. The Company shall be entitled to approach the Customer to propose amendments to the Order, subsequent to the date an Order is Put Into Production.

5.3. The Company shall, subject to separate commercial agreement, implement all mutually agreed modifications to the Specification Sheet.

5.4. The Specification Sheet and approval of Customer Logos is a binding contract between the Customer and the Company. Changes will not be accepted to the Specification Sheet, Customer Logos or the Invoice, once the Customer has:

a.    paid the Company in full for the Invoice provided.

b.    approved the Specification Sheet, either through our online portal or in writing.

c.    where applicable, approved all Customer Logos, that are sent to the Customer, either through our online portal or in writing.

5.5. Any and all Customer Logos are the sole responsibility of the Customer. Once approved no changes can be made.

5.6. Where a Customer requests a pre-production sample of a logo or product, it may result in a delay in the production of the Order. The Company shall not be responsible for any such delay.

5.7. Colours and designs are for visual guidance only. Logos are not shown to scale. Swatch samples are available upon request. Samples of Made to Order Items may be provided upon request and will be chargeable, at the Company’s discretion.

5.8. There may be differences in the same shade of fabric between different Orders, placed at different times, even where it is described as the same shade on the Specification Sheet.

5.9. There may be differences in the shade of colour used on different fabrics, even where it is described as the same shade on the Specification Sheet.

5.10. There may be differences in the shade of colour used on sublimated fabric [used on sublimated items] to solid fabric [used on cut and sew items], even where it is described as the same shade on the Specification Sheet.

5.11. There will be a variance of +/- 5% in comparison to the size guides provided.

6.1. The Target Lead Time is an estimated delivery date given at the point an Order is Put Into Production and the Company shall endeavour to meet this.

6.2. The lack of raw materials, late or disadvantageous delivery of Goods, conditions that constitute “Force Majeure” meaning an inexcusable delay, unforeseen circumstances proved to be beyond the reasonable control and without the fault or negligence of the Customer or the Company including but not limited to acts of God, natural disasters, fire, food, explosions, earthquakes, accident, civil unrest, any act of the Government of the Customer or the Company, war, insurrection, embargo, actions of the other party, riots, or strikes affecting the Customer or the Company. The parties non-compliance with any rule, regulation or government agency shall not constitute Excusable Delay, or the failure of the Customer to furnish necessary information or instructions for any reason whatsoever, releases the Company from the Target Lead Time and if necessary, from the contracted responsibility for delivery.

6.3. The Company will not be liable for any loss or damages whether in contract, tort or otherwise and whether directly or indirectly arising out of delay in delivery.

6.4. Should there be a default in payment, in the case of the Order, the Company reserves the right to suspend or cancel all or part of that contract on Order.

6.5. The Target Lead Time will commence once the Customer has:

a.    paid the Company in full for the Invoice provided.

b.    approved the Specification Sheet, either through our online portal or in writing.

c.    where applicable, approved all Customer Logos, that are sent to the Customer, either through our online portal or in writing.

6.6. If Stocked Items are out of stock, the Company will:

a.    notify the Customer via e-mail as soon as possible, by no later than 30 days from the due delivery date.
b.    advise if alternatives are available.
c.    aim to replenish stock levels as soon as possible, although are not obliged to do so.

6.7. If the Order contains more than one product, the Company does not guarantee that all goods will be delivered in a single delivery and reserves the right to deliver in instalments.

6.8. Risk for loss and damage to Goods shall pass to the Customer upon delivery to the Customer or the address where the Customer has directed the Company to deliver the Goods.

6.9. Unless agreed otherwise, where the Customer has nominated an address to the Company, the Company shall at the Customer’s expense deliver the goods to this address. If the nominated address is unattended or if delivery cannot otherwise be effected, or the goods cannot be dispatched due to any act, matter or thing beyond the Company’s control, the Company in its sole discretion may store the Goods at the Customer’s risk and expense and take such other steps until it considers appropriate.

7.1. A complaint must be made in writing within 3 working days of receipt of Goods if they have been damaged in transit. On receipt of an externally damaged delivery, a claim for damages must be submitted accompanied by an official report from the Carrier.

7.2. In cases of non-delivery of Goods, a complaint must be made in writing within 5 working days of dispatch, when delivering within the UK, within 10 working days of dispatch when delivering to Europe or within 20 working days of dispatch when delivering to the Rest of World.

7.3. The risk in the Goods shall pass to the Customer at the point of delivery as specified in these Conditions or as otherwise agreed and the Company shall have no responsibility for the safety of the Goods thereafter.

8.1. For Orders containing only Stocked Items, the Customer has a legal right to cancel the contract without giving any reason within 14 days of the day after you received the goods. This is the “Cancellation Period”. The Customer can cancel by sending the Company the cancellation form provided or by letting us know in any other way by post to Unit 12 Gabwell Business Centre, Quadrant Way, Hardwicke, Gloucester, GL2 2JH, by e-mail to info@zapkam.com or over the telephone on 03300 249110. The Customer should keep evidence of having given notice of cancellation, such as proof of postage or an e-mail receipt.

8.2. You do not have a legal right to return Made to Order Items, except for in the case of a manufacturing error or faulty goods. The Consumer Protection (Distance Selling) Regulations 2000 will not apply to Made to Order Items, as they are uniquely designed items that are made to order specifically for the Customer, their club or team and cannot be re-sold.

8.3. If the Customer returns Goods to the Company due to a manufacturing fault, the Company will inspect the Goods and either replace the item or refund the full purchase price for the Goods that it reasonably accepts are defective, faulty or which are otherwise not in accordance with the Specification Sheet. This is subject to the Goods being returned to the Company within 14 days from date of delivery.

8.4. The Company will replace the Goods or refund the Customer provided that the defect or faulty is not caused by usual wear and tear, damage caused deliberately or accidentally, negligence or if you fail to follow product care instructions or if the goods have been misused, altered or repaired without the Company’s approval. If the Company does not find any fault or defect then your cancellation and refund rights are limited to those set out above. This does not affect the Customer’s statutory rights.

8.5. If the Customer believes that Goods have a defect, the Customer must not make any further use of them before returning to the Company.

8.6. Returned Orders should be sent via courier or registered post. If the goods fail to arrive at the Company you will not be eligible for a replacement, credit note or refund. The Company cannot be held responsible for Goods lost or damaged in the post. Goods returned after the return period has expired will not be eligible for a replacement, credit note or refund and the order will be returned to the Customer at the Customer’s own cost.

8.7. The Company will not reimburse the Customer’s return delivery costs except in the case of a manufacturing error. Where a manufacturing error has occurred, return postage cost of up to £8.00 UK or £25.00 International may be reimbursed upon proof of postage. Where the postage exceeds the stated value, prior approval must be obtained from the Company in writing. Alternatively, for UK returns, the Customer can request a Royal Mail Tracked returns label from the Company.

8.8. All returned items must included a completed returns form, which can be requested from the Company.

9.1. The Customer agrees to have the Company’s logos and branding displayed on the Goods in accordance with the Specification Sheet supplied by the Company to the Customer or in accordance with the Company’s brand guidelines.

9.2. From time to time, the Company’s logos and branding may be amended.

10.1. Notwithstanding delivery of the Goods to the Customer, ownership of the Goods (both legal and equitable) will not pass but remain with the Company. However, immediately on delivery to the Customer or into custody on the Customer’s behalf (whichever is the sooner) the risk in the Goods will pass to the Customer. Property in the Goods will pass to the Customer when all outstanding debts owed to the Company in respect of the Goods relevant to this contract have been paid in full. Until that date, the Customer is to hold the Goods in a fiduciary capacity as bailiff on behalf of the Company, and shall be responsible for adequately insuring the Goods and if required shall store the Goods in such a way that they can be recognised as being held in a fiduciary capacity.

10.2. Notwithstanding that the Customer may hold the goods in a fiduciary capacity only, the Company will allow the Customer the power to use the goods in its normal course of business and to sell the goods to third parties and to deliver them on the condition that so long as the Customer is indebted to the Company, the Customer shall assign the benefit of any claims against such third parties to the Company and in any event, if the Customer received the proceeds of such sales from third parties, such proceeds are to be held by the Customer for account of the Company (who shall be permitted to trace such proceeds) to the extent that the Customer is indebted to the Company under this contract.

10.3. If payment by the Customer under this contract becomes overdue in whole or in part, of if the Customer shall commit any other breach of this contract or any act of insolvency (as hereinafter defined), the Company shall be entitled (without prejudice to any of its other rights) to treat this contract as discharged, and to repossess the Goods, the subject of this contract, or the mixed goods, or any of them, as the case may be, and to enter upon any premises where the goods may be situated for that purpose.

10.4. The Customer shall, for the purpose of this clause, be deemed to commit an act of insolvency if any distress or execution shall be levied upon its property or assets, or if it shall make or offer to make any arrangements or composition with creditors, or commit any act of bankruptcy, or if any receiving order in bankruptcy shall be presented or made against it, or if the Purchaser is a limited company and any resolution or petition to wind up such company’s business other than for the purpose of amalgamation or reconstruction shall be passed or presented or if a receiver of such a company’s undertaking property or assets or any part thereof shall be appointed or if in the sole discretion of the company it appears to the Company that the financial position of the Purchaser has become unsatisfactory or impaired.

10.5. In the event of the Company repossessing the goods, the Customer shall be liable (notwithstanding the discharge of the contract) to pay the difference between the price of the goods and their value on repossessing and in the event of the Company being entitled to repossess the Goods, but being unable to do so for any reason whatsoever, the Customer shall pay to the Company the full price thereof, less in each case any amount previously paid by the Customer for the goods under this contract.

10.6. Any receiver or liquidator appointed over the assets of the Customer shall pay into a separate bank account any sums received from third parties in respect of sales to them of the goods by the Customer, up to the amount of any indebtedness of the Customer to the Company under this contract for the sole benefit of the Company.

11.1. This clause sets out the entire financial liability of each Party (including liability for the acts of omissions of its employees to each other in respect of any breach of this agreement or any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement).

a.    Nothing in this Agreement shall limit or exclude liability of either Party to the other for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation.

b.    Without prejudice to 11.1., neither Party shall be liable to the other Party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: (a) loss of profit; or (b) loss of goodwill; (c) loss of business; (d) loss of business opportunity; (e) loss of anticipated saving; (f) loss or corruption of data or information; (g) special, indirect consequential damage suffered by one Party that arises under or in connection with this agreement.

c.    Without prejudice to clause 11.1. or clause 11.2. the Company’s total liability of each Party arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the price of the Order to which the claim relates.

12.1. Inventions, technical information, patents, know-how, registered and unregistered trademarks and service marks (including any trade, brand or business names and any URLs or domain names), registered designs, design rights, copyright and moral rights and topography rights (in each case for the full period thereof and all extensions and renewals thereof), applications for any of the foregoing and the right to apply for a claim priority in respect of any foregoing in any part of the world and any similar rights situated in any country.

a.    Excluding any Customer Logo, all Intellectual Property rights relating to the Goods are owned by the Company.

b.    The Customer agrees that it will not challenge or invalidate ownership of the Company’s Intellectual Property rights.

c.    The Customer agrees to notify the Company as soon as it becomes aware of any third party infringement of Intellectual Property rights in relation to the Goods or any of them.

d.    The Customer shall leave in position and no cover, deface or erase any notices or other marks, [including, without limitation, notice that a trademark, patent or copyright relating to the goods is owned by the Company or a third party] which may be used on or incorporated into the Goods.

13.1. Should the Company or the Company’s production facilities be delayed, hindered or otherwise prevented from complying with these terms and conditions by reason of events or circumstances beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, fire, food, explosions, earthquakes, accident, civil unrest, any act of the Government of the Customer, the Company or the Company’s production facilities, war, insurrection, embargo, actions of the other party, riots, strikes, pandemics, or lockdowns enforced by the Government of the Customer, the Company or the Company’s production facilities, affecting the Customer, the Company or the Company’s production facilities, then the Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer whether as a direct or indirect result of any such occurrences.

14.1. This agreement shall be governed and construed in accordance with the law of England and the parties hereby accept the non-exclusive jurisdiction of the High Court of Justice in England in relation to all matters, claims or disputes arising out of or in connection with this agreement.

14.2. In the case that any part or parts of this contract are held to be illegal or otherwise unenforceable, the remainder of the contract should still apply.

14.3. All orders are accepted and executed on the understanding that the Customer is bound by these Terms and Conditions. Where there is any inconsistency between these Terms and Conditions and any Conditions which the Customer seeks to impose these Terms and Conditions shall prevail.

14.4. The Company reserves the right to terminate these Terms and Conditions should it become aware that a Customer Logo infringes or is likely to infringe the Intellectual Property Rights of any person, firm or company. It is the Customer’s responsibility to have a valid licence to use any Intellectual Property in a Customer Logo.

Zapkam Limited is registered in England and Wales.

Our registered office is Unit 12 Gabwell Business Centre, Quadrant Way, Hardwicke, Gloucester, GL2 2JH and our registration number is 6239798.