These Terms and Conditions apply to all contracts for the sale of goods and/or services by Jarman Direct Ltd (“Supplier”) to any business customer (“Customer”). These Terms apply to the exclusion of any other terms the Customer seeks to impose or incorporate unless expressly agreed in writing by a Director of the Supplier.
1. BASIS OF CONTRACT
1.1 All quotations are invitations to treat and are non-binding unless expressly stated otherwise in writing.
1.2 A contract shall only be formed when the Supplier issues written order acknowledgement or dispatches the Goods.
1.3 These Terms constitute the entire agreement between the parties and supersede any prior discussions, representations, or agreements.
1.4 No variation to these Terms shall be binding unless agreed in writing and signed by an authorised representative of the Supplier.
2. SALES ORDERS
2.1 Orders may be placed by telephone, email, or via the Customer’s authorised online account/login.
2.2 Email orders must be sent to the official Supplier email address.
2.3 There is no minimum order quantity for stock items unless otherwise agreed in writing.
2.4 Orders are subject to availability.
2.5 Telephony Orders: Where an order is read back to the Customer and confirmed as correct, the Supplier shall have no liability for errors subsequently identified.
2.6 The Customer is responsible for ensuring that order details, quantities, specifications, sizes, colours and delivery instructions are accurate and complete.
3. PRICES
3.1 All prices are quoted in GBP unless otherwise stated.
3.2 Prices are exclusive of VAT, delivery charges, duties, and other applicable taxes unless expressly stated.
3.3 Prices applicable shall be those prevailing at the date of order acknowledgement.
3.4 The Supplier reserves the right to amend pricing prior to order acknowledgement in the event of material cost increases beyond its control.
4. DELIVERY
4.1 Delivery dates are estimates only and time shall not be of the essence.
4.2 The Supplier shall use reasonable endeavours to deliver within the agreed timeframe but shall not be liable for delays.
4.3 Delivery shall be completed when the Goods are made available at the agreed delivery address.
4.4 Risk in the Goods shall pass to the Customer upon delivery.
4.5 The Customer must inspect Goods immediately upon receipt.
4.6 Any shortages, incorrect deliveries or visible damage must be reported in writing within 7 days of delivery.
4.7 The Supplier shall have no liability for delivery failure caused by:
Incorrect or incomplete delivery instructions;
Failure by the Customer to provide access;
Events beyond the Supplier’s reasonable control.
4.8 Delivery Charges:
Orders under £250 (excl. VAT) are subject to a minimum £5.99 delivery charge unless otherwise agreed.
Orders above £250 (excl. VAT) qualify for free UK mainland delivery (next working day for orders placed before 10:30am), unless otherwise agreed.
4.9 Overseas delivery charges are quoted separately upon request.
4.10 Each consignment may be invoiced separately and shall constitute a separate contract.
5. INSTALLMENTS
5.1 The Supplier may deliver Goods in instalments.
5.2 Each instalment shall constitute a separate contract.
5.3 Delay or defect in one instalment shall not entitle the Customer to cancel remaining instalments.
6. RETURNS & CREDITS
6.1 The Supplier shall only accept returns for credit and strictly in accordance with this clause.
6.2 No returns shall be accepted without a valid Returns Authorisation Number (RAN) issued in writing.
6.3 Returns without an authorised RAN will be refused.
6.4 All authorised returns must:
Be unused, unworn, unprinted, unembroidered and unprocessed;
Be in original packaging;
Be in resaleable condition;
Be returned within 7 days of delivery unless otherwise agreed.
6.5 Bespoke, customised, printed, embroidered or specially manufactured goods are non-returnable under any circumstances.
6.6 Correctly supplied goods may be accepted at the Supplier’s sole discretion and may be subject to:
A minimum 10% handling charge;
Deduction of carriage charges;
Any costs incurred in restocking.
6.7 Goods returned in soiled, damaged or unsaleable condition shall not be credited.
6.8 The Customer bears responsibility and risk for returned goods until received by the Supplier.
7. SHORTAGES & DEFECTS
7.1 All shortages, damage or discrepancies must be notified in writing within 48 hours of delivery.
7.2 Failure to notify within this timeframe constitutes acceptance of the Goods.
7.3 The Supplier’s liability for defective Goods shall be limited to repair, replacement or credit at its sole discretion.
8. PAYMENT TERMS
8.1 Account Customers
a) 30-day credit terms may be granted subject to:
Completion of credit application;
Satisfactory credit checks and references.
b) All credit facilities are subject to periodic review and may be withdrawn without notice.
c) Title to Goods shall not pass until full payment has been received (see Clause 9).
8.2 Non-Account Customers
Full cleared payment must be received prior to dispatch unless otherwise agreed in writing.
Accepted payment methods:
Bank transfer
Cheque
Credit/Debit card
8.3 Late Payment
a) If payment is not made by the due date:
Interest shall accrue at 1.5% per month on the outstanding balance (or the maximum permitted by law), calculated daily.
The Supplier reserves the right to suspend further deliveries.
b) The Customer shall indemnify the Supplier for all costs incurred in recovering overdue amounts, including legal fees and third-party recovery costs.
9. RETENTION OF TITLE
9.1 Title to the Goods shall remain with the Supplier until full payment of all sums due (including any other outstanding amounts) has been received.
9.2 Until title passes:
The Customer shall hold the Goods as fiduciary bailee.
The Goods must be stored separately and clearly identifiable.
The Supplier may enter the Customer’s premises to recover Goods in the event of non-payment.
9.3 Resale of Goods prior to payment does not pass title.
10. CANCELLATION
10.1 Orders may only be cancelled prior to dispatch.
10.2 Cancellation must be acknowledged in writing by the Supplier.
10.3 Cancellation fees may apply including:
Restocking charges;
Administrative costs;
Costs incurred in preparing the order.
10.4 Bespoke or customised goods cannot be cancelled once production has commenced.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Terms shall limit liability for:
Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation;
Any liability which cannot be lawfully excluded.
11.2 Subject to Clause 11.1:
The Supplier’s total liability shall not exceed the total value of the Goods supplied under the relevant order.
The Supplier shall not be liable for:
Loss of profit;
Loss of business;
Indirect or consequential losses.
12. FORCE MAJEURE
The Supplier shall not be liable for failure or delay caused by events beyond its reasonable control including but not limited to:
Acts of God
War
Industrial disputes
Transport disruption
Government restrictions
Supply chain interruptions
Delivery dates shall be extended accordingly.
13. TAXES & DUTIES
The Customer is responsible for all taxes, duties, customs charges, penalties or governmental levies arising in connection with the sale or delivery of the Goods.
14. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction.
15. CUSTOMER SUPPLIED ARTWORK & INTELLECTUAL PROPERTY
15.1 Where the Customer supplies logos, artwork, designs, text or other materials for printing, embroidery, branding or customisation, the Customer warrants that it has the legal right, licence or authority to use such materials.
15.2 The Customer shall indemnify and hold the Supplier harmless against any claims, damages, losses, costs or legal expenses arising from any alleged infringement of intellectual property rights relating to materials supplied by the Customer.
15.3 The Supplier shall not be responsible for verifying ownership, licensing or permission for use of any artwork or materials provided by the Customer.
15.4 Any designs, artwork, proofs, mock-ups, layouts, specifications, technical files or production methods created by the Supplier shall remain the intellectual property of Jarman Direct Ltd unless expressly agreed otherwise in writing.
15.5 The Supplier reserves the right to refuse production of any artwork or design that may infringe intellectual property rights, be unlawful, offensive or otherwise inappropriate.
16. RESALE & MARKETPLACE SALES
16.1 The Customer may resell the Goods in the ordinary course of business unless otherwise agreed in writing.
16.2 The Customer shall ensure that any resale of the Goods complies with all applicable laws, regulations and marketplace policies.
16.3 The Customer shall not make false, misleading or unauthorised claims regarding the specification, certification, performance or compliance of the Goods.
16.4 Where Goods are resold on online marketplaces, websites or third-party platforms, the Customer shall be solely responsible for ensuring that product listings, descriptions, images and compliance information are accurate and lawful.
16.5 The Supplier shall not be liable for any claims, penalties, suspensions, account actions or marketplace enforcement measures arising from the Customer’s resale activities.
16.6 The Customer shall indemnify the Supplier against any claims, losses, costs or liabilities arising from the Customer’s resale or marketing of the Goods.
16.7 The Supplier reserves the right to restrict or refuse supply where resale activities materially damage the Supplier’s brand reputation, breach applicable regulations or create legal risk for the Supplier.
17. PRODUCT COMPLIANCE & ALTERATION OF GOODS
17.1 The Supplier supplies Goods in accordance with the specifications, certifications and compliance standards applicable at the time of manufacture or supply.
17.2 The Customer shall not modify, alter, relabel, repackage, overprint, embroider or otherwise change the Goods in any manner that may affect their safety classification, certification status or regulatory compliance unless the Customer assumes full responsibility for such changes.
17.3 Where the Customer alters, customises, prints or modifies the Goods after supply, the Supplier shall bear no responsibility for any loss of certification, regulatory approval or safety classification resulting from such modification.
17.4 The Customer shall ensure that any resale, relabelling or marketing of the Goods accurately reflects the original specifications and certifications supplied by the Supplier.
17.5 The Supplier shall not be liable for any claims, regulatory action, enforcement measures, penalties or losses arising from the Customer’s modification, relabelling, marketing or resale of the Goods.
17.6 The Customer shall indemnify and hold the Supplier harmless against any claims, damages, regulatory penalties or legal costs arising from the Customer’s alteration, relabelling or misuse of the Goods.
18. RECOVERY OF GOODS & SUSPENSION OF SUPPLY
18.1 If the Customer fails to make payment when due, the Supplier reserves the right, without prejudice to any other rights or remedies, to suspend further deliveries or performance of any contract.
18.2 Where payment remains outstanding, the Supplier may require the Customer to immediately return any Goods for which payment has not been received.
18.3 The Supplier or its authorised representatives shall be entitled, upon reasonable notice, to enter any premises where the Goods are stored in order to inspect, identify or recover such Goods.
18.4 The Customer shall ensure that Goods supplied by the Supplier remain identifiable and, where possible, stored separately from other goods until full payment has been received.
18.5 The Supplier shall not be liable for any loss or damage caused by exercising its rights under this clause where payment obligations have not been met.
18.6 Any costs incurred by the Supplier in recovering Goods or outstanding debts, including transport, storage, administrative costs, legal fees and recovery agent fees, shall be payable by the Customer.
19. USE OF SUPPLIER BRANDING, IMAGES & MARKETING MATERIALS
19.1 All trademarks, logos, product images, catalogues, marketing materials, specifications and branding associated with the Goods remain the property of Jarman Direct Ltd or its licensors.
19.2 The Customer may use such materials solely for the purpose of marketing and reselling the Goods in the ordinary course of business.
19.3 The Customer shall not alter, distort, remove, rebrand or otherwise modify the Supplier’s trademarks, logos, product images or marketing materials without prior written consent.
19.4 The Customer shall not represent itself as the manufacturer, owner of the brand, or authorised representative of the Supplier unless expressly agreed in writing.
19.5 The Supplier reserves the right to request removal or correction of any marketing material, online listing or advertisement that misrepresents the Goods or the Supplier’s brand.
19.6 The Customer shall indemnify the Supplier against any claims, losses or damages arising from misuse of the Supplier’s trademarks, marketing materials or product information.
20. BUSINESS CUSTOMERS ONLY
20.1 The Supplier supplies Goods strictly on a business-to-business basis.
20.2 By placing an order, the Customer confirms that it is purchasing the Goods wholly or mainly for the purposes of its trade, business, craft or profession and not as a consumer.
20.3 The provisions of the Consumer Rights Act 2015, Consumer Contracts Regulations 2013 and other consumer protection legislation shall not apply to contracts formed under these Terms.
20.4 The Customer acknowledges that the Supplier does not offer consumer sales and that all transactions are conducted on a trade supply basis.
20.5 Where a Customer is found to be acting as a consumer rather than a business customer, the Supplier reserves the right to cancel the order or apply alternative terms appropriate to consumer sales.
21. RIGHT TO AMEND TERMS
21.1 The Supplier reserves the right to amend, update or modify these Terms and Conditions at any time without prior notice.
21.2 Any updated version of these Terms shall apply to all new orders placed after the date of publication.
21.3 The version of the Terms in force at the time the Customer places an order shall govern that contract.
21.4 Updated Terms may be published on the Supplier’s website, order confirmations, quotations or other commercial documentation.
21.5 Continued trading with the Supplier following any update shall constitute acceptance of the revised Terms.