Terms & Conditions for Loudmouth Apparel
1.1 In these Conditions:
‘Conditions’ means the standard Terms & Conditions for sale and supply of Goods and Services set out in this document and (unless the context otherwise requires) includes any special Terms & Conditions agreed in Writing between the Customer and Loudmouth Apparel.
‘Customer’ means the party specified in the Order.
‘Delivery Address’ means the Delivery Address specified in the Order.
‘Goods’ means the Goods specified in the Order.
‘Goodwill’ any Goodwill (including future Goodwill) arising out of or in connection with the Supply of the Goods or the provision of the Services howsoever. ‘Intellectual Property Rights’ means all and any Intellectual Property Rights subsisting in any part of the world, whether registered or unregistered, and all or any applications for such rights, including, without limitation, patents, inventions, registered designs, Goodwill, trade marks, trading name, service marks, know-how, designs, copyrights (as defined in the Copyright Designs and Patents Act 1988) which subsist in the Goods and the Services (or are which are capable of subsisting, subject to the making of the appropriate application or registration) and all other similar or analogous items.
‘Loudmouth Apparel’ means Blueberry Design Limited T/A Loudmouth Apparel, First Floor, 77 Whalley New Road, Blackburn, Lancashire BB1 6JY.
‘Order’ means the Order for the sale and supply of the Goods and Services entered into between Loudmouth Apparel and the Customer.
‘Price’ means the Price as specified in the Order.
‘Services’ means the Services specified in the Order.
‘Writing’ includes letter (whether posted or delivered) and e-mail.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Basis of the agreement
2.1 To supply the Goods and Services at the Price to the Customer, the Customer shall purchase the Goods and Services from Loudmouth Apparel as specified in the Order. Subject to these Conditions which shall govern the Agreement to the exclusion of any other Terms & Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Customer and Loudmouth Apparel.
2.3 Loudmouth Apparel employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by Loudmouth Apparel in Writing. In entering into this Agreement the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
- Orders and specifications
3.1 Orders placed online at www.LoudmouthApparel.com shall be deemed to be accepted by Loudmouth Apparel unless notified otherwise by a Loudmouth Apparel authorised representative. Loudmouth Apparel reserve the right to refuse any order at their discretion. No order which has been accepted by Loudmouth Apparel may be cancelled by the Customer except with the agreement in Writing of Loudmouth Apparel. In the event that Loudmouth Apparel agrees to a cancellation, a 5% charge of the total order value will be made plus a £10.00 charge to cover administration costs. Any costs incurred for work already carried out up to the date of the agreed cancellation will also be charged for, and deducted before any refunds are made.
3.2 The Customer shall be responsible to Loudmouth Apparel for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving Loudmouth Apparel any necessary information relating to the Goods and Services within a sufficient time to enable Loudmouth Apparel to perform the Agreement in accordance with its terms.
3.3 The quantity, description and any specification for the Goods shall be those set out in the Order.
3.4 Any typographical, clerical or other error or omission in any literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Loudmouth Apparel shall be subject to correction without any liability on the part of Loudmouth Apparel.
3.5 The Customer shall be responsible to ensure that the content of any artwork is correct, this includes print ready artwork supplied by the customer and any design proofs supplied by Loudmouth Apparel. Artwork supplied by the customer as print ready will be treated as such, any errors including typographical and design errors once printed are without any liability on the part of Loudmouth Apparel.
4.1 Customer irrevocably agrees that all Intellectual Property Rights made, created, discovered, conceived, written, designed or originated by Loudmouth Apparel, whether alone or in conjunction with any other person whether capable of being patented or registered or not, arising out of or in connection with this Agreement or in any way affecting or relating to the supply of the Goods and the provision of the Services or in any way, directly or indirectly, capable of being used or adapted for use therein or in connection therewith shall upon their making, creation, discovery, conception, drafting, design or origination belong to and vest in Loudmouth Apparel absolutely and beneficially together with, where necessary, all rights to apply for the Intellectual Property Rights.
4.2 Customer shall if and when required to do so by Loudmouth Apparel do all things and execute all documents necessary to vest all such Intellectual Property Rights exclusively and absolutely in Loudmouth Apparel or its nominees as absolute legal and beneficial owner (without payments to Customer for them). For the purpose of this Clause 4.1, Customer hereby irrevocably authorises Loudmouth Apparel to appoint any person in its name and on its behalf to execute all instruments or documents and do all acts or things as aforesaid as Customer’s Attorney.
5.1 The Price of the Goods shall be the price agreed between the parties as stated in the Order.
5.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Customer and Loudmouth Apparel, all Prices are given by Loudmouth Apparel on an ex works basis, where Loudmouth Apparel agrees to deliver the Goods the Customer shall be liable to pay Loudmouth Apparel charges for transport, packaging and insurance.
5.3 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Customer and Loudmouth Apparel, all Prices shall be firm and fixed.
- Terms of payment
6.1 The Customer shall ensure the Price is paid in full and cleared within 7 days of the date of invoice, whichever is the earlier, without deduction, retention or set-off to such bank account as shall be nominated by Loudmouth Apparel from time to time. No orders are processed until cleared funds have been received.
6.2 If the Customer fails to make payment on the due date and for a period of 7 days thereafter then, without prejudice to any other right or remedy available to Loudmouth Apparel, Loudmouth Apparel shall be entitled to charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of eight per cent per annum above the Bank of England base rate from time to time, (a part of a month being treated as a full month for the purpose of calculating interest).
- Delivery of goods
7.1 Any turnaround times stated online at www.loudmouthapparel.com, in Writing or Verbally are estimated and by no means guaranteed, any delivery deadlines not met are without any liability on the part of Loudmouth Apparel.
7.2 Delivery of the Goods shall be made to the Delivery Address.
7.3 All Goods delivered must be checked by the Customer prior to signing the courier’s acceptance form, any damaged boxes must be checked inside thoroughly, in the event of damaged Goods the Customer must refuse the Delivery, or sign for it as “received damaged”.
7.4 Loudmouth Apparel shall be entitled to charge the Customer for all storage charges reasonable incurred.
7.5 These services rely on the customer not delaying the progress of the order in any way (which delays include but are not limited to the customer not delivering artwork by the time specified by Loudmouth Apparel or failing to make payment by the time such payment is due) (a “Customer Delay”). In the event of a Customer Delay the customer shall not be awarded a Credit and the customer shall still be obliged to pay the Premium Charges but Loudmouth Apparel shall not be bound to deliver within the Guaranteed Period.
- Risk and property
8.1 Risk of damage to or loss of the Goods shall pass to Customer upon delivery of the Goods as provided in Clause 7 above.
- Warranties, liability and insurance
Please read, contains limitation on liability…
9.1 Subject to the Conditions set out below Loudmouth Apparel warrants that the Goods will correspond with their specification at the time of delivery.
9.2 The above warranty is given by Loudmouth Apparel subject to the following (i) Loudmouth Apparel shall be under no liability in respect of any minor defect or imperfection or blemish which occurs as a result of the inherent nature of the printing process (ii) Loudmouth Apparel shall be under no liability in respect of any typographical or design errors on printed artwork as set out in Clause 3.5 above.
9.3 Any claim by the Customer which is based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by the Customer) be notified to Loudmouth Apparel within 2 days from the date of delivery. Such Goods must be returned to Loudmouth Apparel Premises for inspection.
9.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Equipment or their failure to meet specification is notified to Loudmouth Apparel in accordance with these Conditions, Loudmouth Apparel shall be entitled to refund to the Customer the Price (or a proportionate part of the Price), but, Loudmouth Apparel shall have no further liability to the Customer.
9.5 The Customer shall fully indemnify Loudmouth Apparel from and against all and any claims, damages, loss (whether direct or indirect and including without limitation, loss of profit, loss of anticipated profit or any loss of contract, loss of business opportunity, economic loss or other), costs and expenses (including without limitation, legal expenses) and all and any liabilities howsoever arising out of or in connection with any breach of provisions of this Agreement by the Customer.
- Term and termination
10.1 Termination of this Agreement shall not affect any rights of Loudmouth Apparel which have accrued prior to the date of termination and all provisions which are expressed to or by implication survive the termination of this Agreement shall remain in full force and effect.
11.1 No waiver by Loudmouth Apparel of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.3 This Agreement shall be governed by the Law of England.
11.4 Loudmouth Apparel shall be entitled but not obliged at any time or times to set off any liability of Customer to Loudmouth Apparel against any liability of Loudmouth Apparel to Customer (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated) and may for such purpose convert or exchange any currency. Any exercise by Loudmouth Apparel of its rights under this clause shall be without prejudice to any other rights or remedies available to Loudmouth Apparel under this Agreement or otherwise.
11.5 Customer irrevocably undertakes to Loudmouth Apparel that it shall not arrest on the dependence or take any steps towards arresting on the dependence of any action or any proceedings arising from or relating to the Agreement.
11.6.1 In this Clause 11.6, ‘force majeure’ shall mean any cause preventing Loudmouth Apparel from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
11.6.2 If Loudmouth Apparel is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, it shall forthwith serve notice in Writing to the Customer specifying the nature and extent of the circumstances giving rise to force majeure, and shall subject to service of such notice and to Clause 11.6.4 have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
11.6.3 If Loudmouth Apparel is prevented from performance of its obligations for a continuous period in excess of three months, the Customer may terminate this Agreement forthwith on service of written notice upon the party so prevented, in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.
11.6.4 Loudmouth Apparel shall use all reasonable endeavours to bring the force majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of the force majeure event.
11.7.1 By registering an account with Loudmouth Apparel, the Customer gives permission for any completed artwork/design to be included in the “Print & Design Portfolio” section of www.loudmouthapparel.com and for the completed artwork/design to be used in any advertising of the services provided by Loudmouth Apparel or its sister companies.
11.7.2 By registering an account with Loudmouth Apparel, the Customer gives permission for any testimonials to be included in the “Happy Customers” section of www.loudmouthapparel.com and for the testimonial to be used in any advertising of the services provided by The Loudmouth Apparel or its sister companies.
11.7.4 By registering an account with Loudmouth Apparel, the Customer agrees to have read in full and understood our Terms & Conditions detailed above.
- Company Imprint
Unless otherwise specifically requested in writing any work may carry the Loudmouth Apparel imprint which will be positioned at our discretion.
- Full Colour Printing
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, Loudmouth Apparel shall not be required to guarantee an exact match in colour or texture between the customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Loudmouth Apparel or other party) or any other materials supplied by the customer and the printed article the subject of the customer’s order.
10 May 2020