1.  Definitions

1.1 In these Terms:

"We", "Us", "Our" means the business trading as Mustard Merchandise, whose address is Studio a307, LCB Depot, 31 Rutland Street, Leicester LE1 1RE;
"Buyer" means the person, firm or company who buys the Goods from Us;
"Goods" means the goods which We are to supply to the Buyer in accordance with these Terms;
"Contract" means any contract between the Buyer and Us for the production, sale and purchase of the Goods, which incorporates these Terms and any special terms agreed in Writing between Us and the Buyer;
"Writing" and "Written" includes fax transmission and electronic mail.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment of it.

1.3 Words in the singular include the plural and vice versa.

1.4 A reference to the gender neutral includes reference to the masculine or the feminine as appropriate.

1.5 The headings in these Terms are for reference only and do not affect their interpretation.

2. Basis of sale

2.1 These Terms apply to all sales by Us.  They shall govern the Contract to the exclusion of all other terms, including any terms or conditions which the Buyer purports to apply under its order.  No variation of these Terms shall be binding on Us unless it is agreed by Us in Writing.

2.2 By placing an order with Us the Buyer agrees to these Terms.  The Buyer's order shall be deemed to be an offer to buy the Goods subject to these Terms, which We may, in our absolute discretion, accept or reject.

2.3 Our employees and agents are not authorised to make any representations concerning the Goods unless confirmed by Us in Writing.  In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.4 All samples, descriptive matter, specifications and advertising issued by Us and any descriptions or illustrations in Our catalogue are issued for the sole purpose of giving an approximate idea of the Goods described in them.  They shall not form part of the Contract and this is not a sale by sample.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of order or other document issued by Us may be corrected without any liability on Our part.

2.6 Any quotation that We may give is given on the basis that no Contract shall come into existence until We despatch an acknowledgement of order to the Buyer.

3. Orders and specifications
3.1 The quantity and description of the Goods shall be as set out in the Buyer's order (if accepted by Us).

3.2 The Buyer shall be responsible for ensuring the accuracy of its order (including any applicable specification), for ensuring that it provides Us with full details of its requirements in respect of the Goods and for giving Us any relevant information relating to the Goods within a sufficient time to enable Us to perform the Contract.  We cannot accept liability for errors resulting from inaccurate or incomplete instructions provided by the Buyer.

3.3 We reserve the right to make any changes in the specification of the Goods which are required to comply with any legal requirements or which do not materially affect the quality or appearance of the Goods. We shall give the Buyer advance notice in Writing of any changes that We propose to make.

3.4 We reserve the right to substitute the materials that We will use to produce the Goods with materials of an equal or better quality if We need to do so.

3.5 The Buyer shall indemnify Us against all loss, damages, costs and expenses awarded against or incurred by Us in connection with, or paid or agreed to be paid by Us in settlement of, any claim for infringement of copyright, trade mark or other intellectual property rights of any other person which results from Our use of the Buyer's specification.

4. Price
4.1 The price of the Goods shall be Our quoted price or, if We do not quote a price, the price listed in Our price list current at the date of the Buyer's order. 

4.2 Where We quote a price, the price quoted shall be valid for a period of 14 days or until earlier acceptance by the Buyer or withdrawal by Us, after which time the price may be altered by Us without notice.

4.3 The price of the Goods excludes VAT and the delivery charge, which is specified on the order form and on the invoice, and which the Buyer will be additionally required to pay when it pays for the Goods.

4.4 We reserve the right, by giving the Buyer notice in Writing at any time before We deliver the Goods, to increase the price of the Goods to reflect any increase in the cost to Us which is due to any factor beyond Our control, such as a significant increase in the cost of materials or other costs of production or any change in the specification for the Goods which the Buyer requests or any delay caused by the instructions of the Buyer or the Buyer's failure to give Us adequate information or instructions.

5. Payment
5.1 The Buyer shall pay the price of the Goods plus VAT and the delivery charge within 30 days of the date of Our invoice unless otherwise agreed at time of account and credit agreement being actioned.  We shall be entitled to recover the price notwithstanding that delivery may not have taken place.  Unless We expressly agree otherwise, the time for payment shall be of the essence of the Contract.

5.2 Payment may be made by cheque, all major credit cards, debit card or by bank transfer. All credit card and debit card holders shall be subject to validation checks.

5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to Us, We may:

5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.3.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above HSBC Bank plc base rate from time to time, until payment is made in full.

6. Our process
6.1 Upon receipt of the Buyer's order We will provide the Buyer with an estimate of the time it will take to produce the Goods and will begin production.  If, however, the Buyer requests it or if We deem it necessary and the Buyer agrees to Us doing so, We will produce and send the Buyer for its approval a proof of the image that the Buyer has provided Us with.  There will be an additional charge for producing a proof.  If the Buyer approves the proof, the Buyer shall sign and return the proof to Us and We shall then begin production.

6.2 We reserve the right to refuse to reproduce any image that We consider to be in breach of copyright or other intellectual property right, obscene, indecent, defamatory, inflammatory, of poor quality or otherwise unsuitable for reproduction.

6.3 Where We provide an image to the Buyer, copyright in the image remains with Us or with the third party that created the image, as the case may be.

7. Cancelling or changing an order
7.1 The Buyer may cancel or change its order at any time after We have accepted the order and before We begin work on producing the proof or the Goods.

7.2 Once We have begun production the Buyer may not cancel its order except with Our agreement in Writing and on condition that the Buyer shall indemnify Us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Us as a result of the cancellation.

7.3 The Buyer may change the requirements of its order after We have begun production provided that We consider that it is possible to do so without cancelling any work that We have already undertaken at the time of the Buyer's request and subject to the Buyer paying an additional charge to cover any costs that the change will create.

8. Delivery
8.1 Delivery of the Goods shall be made by Us delivering the Goods to the address specified by the Buyer in its order or, if agreed otherwise, by the Buyer collecting the Goods from Our premises.

8.2 Please allow up to 15 working days for delivery from the date on which We confirm Our acceptance of the Buyer's order or, if applicable, the date on which We receive the Buyer's approval of the proof.  This date is an estimate only and the time of delivery shall not be of the essence.  We shall not be liable for any delay in delivery of the Goods, however caused. We may deliver in advance of any delivery date that We may quote to the Buyer on giving the Buyer reasonable notice. If the Buyer requires delivery urgently, We may be able to arrange this, subject to the Buyer paying an additional charge.

8.3 If We fail to deliver the Goods for any reason other than any cause that is beyond Our reasonable control or is the Buyer's fault (such reason including loss of or damage to the Goods during transit by Us to the Buyer) and We are accordingly liable to the Buyer, Our liability shall be limited to replacing the Goods within a reasonable time or issuing a credit note against the invoice raised for the Goods.

8.4 If the Buyer fails to take delivery of the Goods or fails to give Us adequate delivery instructions at the time of delivery (other than because of any cause beyond the Buyer's reasonable control or as a result of Our fault), We may store the Goods for the Buyer until actual delivery and charge the Buyer for the reasonable costs of storage.

8.5 We cannot accept liability for consequential loss where the delay in delivery is caused by circumstances beyond Our control or as a result of fault on the Buyer's part.

8.6 We reserve the right to deliver the Goods by instalments in such quantities as We may reasonably decide.  Such instalments shall be separate obligations and no breach in respect of one or more instalments shall entitle the Buyer to cancel any subsequent instalments or to repudiate the Contract as a whole.

8.7 Risk of damage to or loss of the Goods shall pass to the Buyer:

8.7.1 if the Goods are to be delivered by Us to an address specified by the Buyer, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when We have tendered delivery of the Goods; or

8.7.2 if the Goods are to be collected by the Buyer from Our premises, at the time when We notify the Buyer that the Goods are available for collection.

8.8 Ownership of the Goods shall pass to the Buyer on delivery.

9. Disclaimer
9.1 The quality of any artwork reproduction that We undertake depends on the quality of the original image.  We cannot accept liability for poor quality of the Goods where the original image is of poor quality.  We will reproduce the image exactly as supplied by the Buyer and will not undertake any work to change or improve it unless the Buyer specifically instructs Us to do so.  Depending on the amount of work required, alteration or improvement work may be subject to an additional charge.

9.2 If We send a proof to the Buyer, the purpose of that proof is to give the Buyer an impression of how the Goods will look when produced. Owing to variables in the enlargement and reproduction process, We cannot guarantee the We will achieve an exact reproduction of the colour and definition in the proof or in the original image.  We do not regard variations in colour and definition as defects in the Goods.

9.3 If appropriate, We will return the original image to the Buyer (unless it has been rejected by Us on the grounds set out in clause 6.2 above) once We have produced the Goods.  Whilst We shall take all reasonable care to protect the image while it is in Our possession, the Buyer sends it to Us at its own risk and We shall not be responsible for any loss or damage caused to the image during transit or by any other reason beyond Our reasonable control.  The Buyer is advised to make a copy of the original image before sending it to Us.  Where We do accept liability for damage or loss, Our liability shall be for the intrinsic value only and shall not exceed the value of the medium on which the original image was produced.
9.4 Unless the Buyer instructs Us otherwise when it submits its order:

9.4.1  We reserve the right to photograph the Goods once produced for use in Our business promotions and advertising; and

9.4.2 We will keep a digital copy of the image on Our files in case the Buyer should require a further reproduction.

10. Warranties and liability

10.1 Subject to the following provisions, We warrant that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of three months from the date of their initial use or three months from delivery, whichever is the first to expire.

10.2 We give the above warranty subject to the following conditions:

10.2.1 We shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

10.2.2 We shall be under no liability in respect of any defect arising from any fair wear and tear, wilful damage, negligence, failure to follow Our instructions, abnormal working conditions or misuse of the Goods;

10.2.3 We shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

10.2.4 The above warranty does not extend to materials or equipment which We have not manufactured, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Us.

10.3 Subject as expressly provided in these Terms, and except where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions and other terms relating to the Goods implied by statute or common law are excluded to the fullest extent permitted by law.  Where the Buyer is dealing as a consumer, the Buyer's statutory rights are not affected by these Terms.

10.4 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not the Buyer refuses to accept delivery of the Goods) be notified to Us within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure.  If delivery is not refused and the Buyer does not notify Us accordingly, the Buyer shall not be entitled to reject the Goods and We shall have no liability for the defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to Us in accordance with clause 10.4 above, We may replace the Goods (or the part in question) free of charge or, at Our discretion, refund the Buyer the price of the Goods (or a proportionate part of the price), in which case We shall have no further liability to the Buyer.

10.6 Except in the case of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, We shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied condition, warranty or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence or that of Our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and Our entire liability shall not exceed the price of the Gods, except as expressly provided otherwise in these Terms.

11. Intervening events
If We are delayed in or prevented from carrying out any of Our obligations to the Buyer under the Contract as a result of any cause beyond Our control including (but not limited to) acts of God, fire or accident, governmental actions, war or national emergency, acts of terrorism, strikes, lock-outs, breakdown of plant, failure of a third party to deliver goods or materials, We shall be entitled (at Our election) either:

11.1 to suspend the Contract in which case We shall be relieved of all Our  obligations and liabilities incurred under the Contract to the extent that and for as long as Our fulfilment of those obligations and liabilities is prevented, frustrated or impeded; or

11.2 to cancel the Contract without incurring any further liability to the Buyer.

12. Complaints
We aim to provide a high quality service.  Any complaints about Our service should be notified to Us in Writing to the address at the top of this document or by email to sales@mustardmerchandise.co.uk.

13. Invalidity
If any provision, or any part of a provision, of these Terms is found to be illegal, invalid, void, voidable, unenforceable or unreasonable, the remainder of the provision and the remaining provisions of the Terms shall remain in full force and effect.

14. Third parties
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this does not affect any right or remedy of a third party that exists or is available apart from under that Act.

15. Waiver
No waiver by Us of any breach of the Contract by the Buyer shall be considered to be a waiver of any subsequent breach of the same or any other provision of the Contract.

16. Law and jurisdiction
All disputes arising in connection with the Contract and these Terms are subject to the laws of England.  We and the Buyer submit to the exclusive jurisdiction of the English courts.