Terms & Conditions

1. About us and these terms

1.1 These terms and conditions apply to every order and quotation for goods supplied by UK Merchandising Limited (“we”, “us”, “our”) through our website ukmerchandising.co.uk, by telephone, by email or in person.

1.2 We are a company registered in England and Wales (company number 06153922; VAT number GB910133187). Our registered office and trading address is 1 Willows Rd, Birmingham B12 9QE. Telephone: 0121 752 7105. Email: info@ukmerchandising.co.uk. Office hours: Monday to Friday, 9am to 5:30pm.

1.3 Please read these terms carefully before placing an order. By placing an order, or by accepting a quotation, you confirm that you have read and agree to them. If you do not agree, please do not order from us.

1.4 Our Returns & Cancellations policy forms part of your Contract where applicable and is available on our website. Our Privacy Policy explains how we process personal data and is not intended to form part of the Contract.

2. Definitions

• Business Customer means a customer who is buying for the purposes of a business, trade or profession.
• Consumer means an individual who is buying for purposes that are wholly or mainly outside their trade, business, craft or profession.
• Goods means the products we supply to you, whether branded or unbranded.
• Personalised Goods means Goods that we print, embroider or otherwise decorate with your logo, artwork, text or other branding to your specification.
• Artwork means any logo, image, text, design or other material you supply for use on Personalised Goods.
• Proof means the pre-production visual we send you showing how your Artwork will appear on the Goods.
• Contract means the contract between you and us for the supply of Goods, formed in accordance with clause 3.

3. Orders, quotations and our contract with you

3.1 Our product range is designed to be customised with your branding. We can also supply unbranded stock on request.

3.2 Online orders: the minimum order quantity is 10 units per order for clothing and 50 units for tote bags and shoppers. Where you request a quotation, no minimum order quantity applies.

3.3 Quotations are valid for 30 days from the date of issue unless we state otherwise. Prices and availability may change after that date.

3.4 Online orders: after you submit your order, we will send an acknowledgement by email. This is not acceptance of your order. The Contract is formed when we send you the Proof and you approve it, subject to payment or credit approval as set out in clause 6. If you are a Consumer purchasing unbranded Goods at a distance, any statutory cancellation rights that apply to you under applicable law will continue to apply.

3.5 Quoted orders: the Contract is formed when you accept our quotation in writing (including by email) and approve the Proof. If you are a Consumer purchasing unbranded Goods at a distance, any statutory cancellation rights that apply to you under applicable law will continue to apply.

3.6 We may decline an order, for example if stock is unavailable, if we cannot reproduce your Artwork to a suitable standard, if there is an obvious pricing error, or if we have concerns about the Artwork (see clause 8.4). If we decline an order after you have paid, we will refund you in full.

3.7 You are responsible for ensuring that your order, including product, colour, sizes, quantities and delivery address, is correct before you approve the Proof.

3.8 Product images, descriptions and colours on our website are for guidance. Slight differences in shade can occur between screens, manufacturers’ dye batches and finished garments.

4. Artwork and Proofs

4.1 You must supply Artwork in a format suitable for printing or embroidery. If your Artwork is not suitable (for example low resolution), we will tell you and may suggest an alternative. All our standard artwork preparation costs are included in our prices.

4.2 We will send a Proof for approval before production on every order. We will not begin production until you have approved the Proof in writing (email is sufficient).

4.3 Please check your Proof very carefully, including spelling, colours, sizing, placement and the products and quantities listed. Once you approve a Proof, you are responsible for any errors it contains, and we will not be liable for mistakes that were present in the approved Proof.

4.4 Embroidery and print are produced to reproduce the approved Proof as closely as the process and the Goods allow. Minor variations inherent in the decoration process do not make the Goods defective.

5. Prices

5.1 Prices are in pounds sterling. The price of Goods includes decoration and the standard preparation costs for your Artwork and, unless we tell you otherwise, delivery to one UK mainland address. The checkout or quotation will state whether VAT is included or will be added at the prevailing rate.

5.2 Delivery to more than one address, delivery outside UK mainland and express delivery may be subject to an additional charge, which we will confirm before you order.

5.3 We take reasonable care to ensure prices are correct. If we discover an error in the price of Goods you have ordered, we will contact you with the option of proceeding at the correct price or cancelling the order. If you cancel, any payment you have made will be refunded in full.

6. Payment

6.1 Online orders: payment is taken at checkout by card through our payment provider, Stripe. We do not see or store your full card details.

6.2 Orders placed through our office: in addition to card payment, we accept payment by BACS bank transfer. Our bank details will be given on your invoice or proforma.

6.3 Unless you have an approved credit account, payment in full is required before production begins.

6.4 We may offer credit terms to Business Customers at our discretion, based on a credit search and your purchase history. Credit limits and payment terms will be confirmed in writing. We may withdraw or reduce credit at any time.

6.5 If a Business Customer pays late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend further orders or deliveries until the overdue sum is paid.

6.6 Time for production and delivery runs from the later of Proof approval and our receipt of payment (or, for credit account customers, Proof approval).

7. Delivery

7.1 We deliver to addresses in UK mainland only.

7.2 Our standard lead time is 7 to 10 working days from approval of your Proof and receipt of payment. Express options are available on request, subject to availability and any additional charge we confirm to you.

7.3 Delivery dates are estimates. We will do our best to meet them, but time of delivery is not of the essence unless we expressly agree otherwise in writing. If you have a fixed deadline (for example an event), please tell us before you order so we can confirm whether it can be met.

7.4 Delivery is made to the address you give us. Please make sure it is correct and that someone is available to receive the Goods. We are not responsible for delays or losses caused by an incorrect or incomplete address supplied by you. If delivery cannot be completed because you have provided an incorrect or incomplete address, no one is available to receive the Goods, or the carrier is otherwise unable to complete delivery for reasons attributable to you, we may charge reasonable additional costs for return, storage and/or re-delivery. We will notify you of any such charges where reasonably practicable before re-delivery.

7.5 Risk in the Goods passes to you on delivery. Ownership of the Goods remains with us until we receive payment in full. Until payment is received, a Business Customer must keep unpaid Goods identifiable as our property and must not sell, pledge, charge or otherwise dispose of them except in the ordinary course of its business. If payment becomes overdue, we may require the unpaid Goods to be returned to us and may take reasonable steps to recover them.

7.6 Business Customers should inspect the Goods promptly on receipt and report any obvious damage, shortage, incorrect Goods or visible production error within 24 hours of delivery, as explained in our Returns & Cancellations policy. Consumers should inspect their Goods promptly, but nothing in this clause limits or excludes any statutory rights they may have.

7.7 If we cannot deliver within a reasonable time, or within any timeframe we have agreed, we will contact you to agree a new delivery date. If you are a Consumer and we are late, you may have rights to cancel under the Consumer Rights Act 2015.

8. Intellectual property and your Artwork

8.1 You confirm that you own, or have permission from the owner to use, all Artwork you supply, and that its reproduction on the Goods will not infringe the intellectual property rights or other rights of any third party, or be unlawful, defamatory, offensive or misleading.

8.2 You grant us a non-exclusive licence to use your Artwork to prepare Proofs, produce the Goods and, where needed, store it to make repeat orders.

8.3 If you are a Business Customer, you agree to indemnify us against any claim, loss or cost (including reasonable legal fees) arising from your breach of clause 8.1.

8.4 We may refuse to reproduce any Artwork that we reasonably believe infringes third-party rights or is unlawful, offensive or inappropriate. We will tell you if we do so and, if you have paid, refund you for the affected Goods.

8.5 We do not use your Artwork in our marketing or portfolio without your permission.

8.6 All intellectual property rights in our website, content and materials belong to us or our licensors.

8.7 Any artwork, mock-ups, templates, digitised embroidery files, design concepts, production files, technical materials or other materials created by us in connection with an order remain our property and/or intellectual property unless we expressly agree otherwise in writing. You may use the final Goods supplied to you for their intended purpose, but you may not reproduce or commercially reuse our underlying production materials without our written consent.

9. Cancellations, returns and faulty Goods

9.1 Subject to any statutory cancellation rights that apply to Consumers purchasing unbranded Goods at a distance, an order may be cancelled only before you approve the Proof. Once you approve the Proof, we start production and can no longer cancel or change the order.

9.2 Because Personalised Goods are made to your specification or are clearly personalised, Consumers do not have the usual 14-day right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 for those Goods. This does not affect any rights relating to faulty, damaged, misdescribed or otherwise non-conforming Goods.

9.3 Full details of cancellations, returns of unbranded stock and the reporting of faulty, damaged or incorrect Goods are set out in our Returns & Cancellations policy.

10. Our liability

10.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

10.2 If you are a Consumer, nothing in these terms affects your statutory rights, including your rights under the Consumer Rights Act 2015 for Goods that are faulty, not as described or not fit for purpose.

10.3 If you are a Business Customer: (a) subject to any liability that cannot lawfully be excluded or limited and the applicable requirement of reasonableness under law, our total liability to you for any claim arising out of or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the price paid for the Goods in the order to which the claim relates; (b) we are not liable for loss of profit, loss of business, loss of goodwill or revenue, or any indirect or consequential loss; and (c) all warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.

10.4 If you are a Consumer, we are responsible for foreseeable loss and damage caused by our breach of the Contract or our negligence. We are not liable for loss that was not foreseeable, or for any business losses.

10.5 Where Goods are intended for a specialist purpose, including use as PPE or safety clothing, you are responsible for ensuring that the Goods you select are suitable for your intended use and requirements. If you are unsure about suitability, please contact us before ordering.

11. Events outside our control

11.1 We are not liable for any delay or failure to perform our obligations caused by events outside our reasonable control, including supplier or courier delays or failures, stock shortages from manufacturers, fire, flood, severe weather, strikes, power or IT failures, epidemics or government action.

11.2 If such an event continues for more than 30 days, either of us may cancel the affected order. We will refund any amount you have paid for Goods not delivered.

12. Your personal data

12.1 We handle your personal data in accordance with our Privacy Policy, which explains what we collect and how we use it.

12.2 Where we process personal data on your behalf as a data processor, rather than as an independent controller, you and we will comply with applicable UK data protection laws and, where required by law, enter into a separate data processing agreement. You remain responsible for ensuring that you have a lawful basis for providing personal data to us and for providing any required privacy information to the individuals concerned.

13. General

13.1 Entire agreement. These terms, together with your order or accepted quotation and the documents referred to in them, are the entire agreement between us for the Goods. If you are a Business Customer, you confirm you have not relied on any statement not set out in them.

13.2 Changes. We may update these terms from time to time. The version in force when your order is accepted will apply to that order. Any variation to a Contract must be agreed in writing.

13.3 Transfer. We may transfer our rights and obligations under a Contract to another organisation. You may not transfer yours without our written consent.

13.4 Severance. If any part of these terms is found to be unlawful or unenforceable, the rest will remain in effect.

13.5 Waiver. If we do not enforce a right straight away, it does not mean we give it up.

13.6 Third parties. A person who is not party to a Contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

13.7 Notices. Notices to us should be sent to info@ukmerchandising.co.uk or to our address above. We may contact you using the details you gave when you ordered.

13.8 Subcontracting. We may use third-party manufacturers, decorators, fulfilment providers, couriers, IT providers and other subcontractors to perform all or part of our obligations. We remain responsible to you for the performance of our contractual obligations, subject to these Terms.

13.9 Confidentiality. Each party must keep confidential any non-public commercial, technical, financial or other information received from the other party in connection with a Contract and must not disclose it except to employees, professional advisers, subcontractors or other representatives who need it to perform or receive the benefit of the Contract, or where disclosure is required by law. This obligation does not apply to information that is publicly available other than through a breach of confidentiality.

14. Governing law and disputes

14.1 These terms and any Contract, and any dispute or claim arising out of them (including non-contractual disputes), are governed by the law of England and Wales.

14.2 If you are a Business Customer, the courts of England and Wales have exclusive jurisdiction. If you are a Consumer living in the UK, you may bring a claim in the courts of the part of the UK in which you live.

14.3 If you have a complaint, please contact us first so we can try to resolve it quickly.

15. Contact us