Terms and Conditions
1. About Us
Inspired Sports Solutions Ltd is vastly experienced in supplying branded team wear, leisure wear and accessories to a range of sectors within the sports and leisure wear industry. It has a clear focus of providing high-quality branded garments to meet customer specification, time frame and budget, with a passion and uncompromising commitment to providing an outstanding customer service.
2.1 In the terms and conditions set out below, Inspired Sports Solutions Ltd and all of its subsidiaries is referred to as the ‘Supplier’.
2.2 The ‘Customer’ is the person or entity that purchases or agrees to purchase products from the ‘Supplier’.
2.3 ‘Contract’ means any contract for the sale of products by the ‘Supplier’ to the Customer incorporating these Terms and Conditions.
2.4 ‘Price’ means the price stipulated by the ‘Supplier’ in the ‘Contract’ for the products or otherwise agreed by the ‘Supplier’ as the price for the products.
2.5 ‘Products’ means the products specified in the Contract and includes, where the context allows, the ‘Services’.
2.6 ‘Services’ means any services supplied or to be supplied by or for the Supplier to the Customer under a Contract in connection with the supply of Products and otherwise.
2.7 ‘Terms’ means these Standard Terms and Conditions of Sale. Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2.8 ‘Stock items’ refers to plain stock items with no personalisation. ‘Customised items’ refers to plain stock items that are personalised for the Customer. ‘Bespoke items’ refers to unique design items that are made to order specifically for the Customer.
2.9 ‘Deposit’ refers to the 50% deposit payment made by the Customer to the Supplier to confirm the order.
Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
3. Basis of the Contract
3.1 The Supplier agrees to supply the Products to the Customer and the Customer agrees to pay the agreed Price in accordance with the Terms of the Contract.
3.2 Any quotation, estimate or proposal provided by the Supplier shall not constitute a contractual offer, and a Contract shall only be formed by acceptance by the Supplier of the Customer’s order (the shipment of the order is equivalent to confirmation and acceptance).
3.3 Acceptance of the order by the Customer in writing and / or the Deposit being paid by the Customer shall be deemed further evidence of the Customer’s acceptance of the Contract. Acceptance of the Products or any of them shall be deemed conclusive evidence of the Customer’s acceptance of the Contract.
3.4 Unless the Supplier otherwise specifies or agrees in writing, these Terms shall apply to all Contracts for the provision of Products by the Supplier to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any order or other document.
3.5 No contract shall be concluded between the Supplier and the Customer whether on these Terms or otherwise except by authority of a Director or other expressly authorised signatory of the Supplier.
3.6 No variation of these Terms and conditions shall be effective unless agreed in writing by a Director or other expressly authorised signatory of the Supplier.
4. Expressions of Interest / Quotations / Ordering / Invoicing / Prices / Payment
4.1 Unless otherwise agreed by the Supplier, any proposal, tender or quotation submitted by the Supplier to the Customer is issued subject to these Terms. Proposals, tenders or quotations made by the Supplier may be revoked at any time but are otherwise valid for 60 days from the ‘Quotation Date’. Carriage, postage and packing are not included and will be the subject of an additional charge where applicable. This will be communicated to the Customer on placing the order, as will charges for any additional services requested by the Customer. The Price does not include VAT or any similar sales tax, import or custom duties which will be charged to the Customer at the prevailing rate, if applicable.
4.2 The Supplier reserves the right by giving notice to the Customer at any time before completion of its performance of the Contract to increase the Price if the costs to the Supplier of providing such Products increase due to any factor beyond the control of the Supplier including but not limited to raw material cost increases or to take account of any special instruction or request of the Customer agreed by the Supplier.
4.3 The Supplier reserves the right by giving notice to the Customer at any time before completion of its performance of the Contract to adjust the Price if the Customer changes the status of the order in any way i.e. if less units are ordered.
4.4 Expressions of interest may be made through the Supplier’s website, by email or telephone, or through social media platforms. The Supplier will then provide a proposal or quotation and send directly to the Customer by email or large file transfer. Any customised printing, embroidery or personalisation requirements, together with associated logos and designs in high resolution files, should be sent by email or posted by the Customer to the Supplier to ensure an accurate quotation for origination and application costs at this stage. In the event that customised printing, embroidery or personalisation is required to be quoted for by the Customer but associated logos and designs are not provided or not provided in the required file formats at the time of the quotation, a generic Price will be offered which may be subject to change once associated logos and designs in high resolution files are provided to the Supplier.
4.5 In the event that no quotation is given by the Supplier and the Supplier has received an order from the Customer, all orders are made subject to the General Conditions of Sale.
4.6 On the written instruction from the Customer to proceed with the order by email only, a deposit of 50% may be required to place the order. The Supplier will confirm receipt of the order by email. Payment is by cheque or bank transfer (BACS) only. Cheques and BACS require 3-5 days to clear in the Supplier’s bank account. The Supplier will not process the order until clearance is received from its bank. No variation of these Terms and conditions shall be effective unless agreed in writing by a Director or other expressly authorised signatory of the Supplier. Unless alternative payment provisions are agreed, the Supplier may submit an invoice or invoices at any time during or after performance of the Contract in respect of such part of the Contract performed to that date. The Supplier will submit an invoice for any balance of the monies due under the Contract immediately on delivery of any Products. Invoices shall be sent to the Customer’s registered address and email address as recorded in the Contract unless otherwise agreed.
4.7 Returned cheques will be subject to a £10.00 administration charge. If paying by bank transfer (BACS), the Supplier’s bank details will be at the bottom of the invoice. The Customer should include the Invoice /Order number, as well as organisation, as the reference. Failure to provide this may cause delays in processing the order.
4.8 No act or omission of the Customer which prevents the Supplier from continuing to perform the Contract or to perform it according to any agreed time-scale shall prevent the Supplier from raising invoices in accordance with this clause.
4.9 Unless otherwise agreed all sums due under the Contract will be paid by the Customer within 28 days of the Invoice Date without any deduction, set-off, counterclaim or abatement and time for payment shall be of the essence. The Supplier may specify which currency and method of payment it requires the Customer to use.
4.10 The Supplier shall not have been paid for the Products until the Supplier has irrevocably received the whole of the Price, (including any deliver charges) together with the applicable VAT (and/or other similar tax or duty) in cleared funds. Where payment is made by means of any bill of exchange, cheque or other negotiable instrument, payment shall not be treated as having been made until such instrument has been honoured on presentation for payment.
4.11 All payments to be made by the Customer under the Contract shall be paid free and clear of any deductions, withholdings for, or on account of, tax, set-offs or counterclaims, except any deduction or withholding which is required by law, in which case, the sum payable by the Customer in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, the Supplier receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum it would have received had no such deduction or withholding been made or required to be made. If the Supplier subsequently receives a credit for such deduction or withholding, it shall immediately pay the amount of such credit to the Customer. No credit shall be deemed received by the Supplier unless it has relieved the Supplier of a present obligation to pay tax.
4.12 If the Customer fails to make any payment within the time specified in this Contract, the Supplier may take any or all of the following steps:
4.12.1 Immediately invoice the balance of the monies due under the Contract in advance of the delivery of any further Products;
4.12.2 Cancel the Contract and any other contract between the Supplier and the Customer;
4.12.3 Subject to clause 4.11, charge the Customer simple interest (both before and after any judgement) on the amount unpaid at the rate of 2% per annum above the HSBC Bank Plc base lending rate from time to time until payment in full is made, accruing on a weekly basis;
4.12.4 Appropriate any payment made by the Customer and set-off any monies due to the Customer, whether under this Contract or any other contract or otherwise (including any VAT applicable), to or against the unpaid invoice or invoices;
4.12.5 Refuse to provide any further Products, whether under this Contract or any other contract or otherwise, until payment is made in full;
4.13 In any case where the Customer fails to pay when due and without prejudice to is other rights the Supplier reserves its rights to claim interest and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
4.14 Where delivery is agreed to be made by instalments, each instalment may be deemed at the Supplier’s discretion to be a separate and distinct Contract and no default by the Supplier in respect of any one or more instalment shall entitle the Customer to reject or withhold payment in respect of any other instalment.
4.15 All orders will be dealt with on a business to business basis, regardless of the entity of the Customer.
4.16 The validity of the Prices are confirmed by each quotation. Where a Customer requires an amendment to the order or wishes to cancel the order after an order has been placed i.e. where a Customer requires a smaller number of units to be required, the Customer is either obliged to proceed with original order or the Company will reserve the right to adjust the rate of Prices applicable thereto or levy a cancellation charge (see 4.18). This will be communicated to the Customer on the individual situation.
4.17 If Price lists are issued to Customers, this does not constitute a formal offer, they are purely indicative. Price lists can be unilaterally changed by the Supplier without any advance notification. The information contained in the Price lists, catalogues and documents and promotional materials of the Supplier and its agents have a mere indicative value and does not bind the Supplier.
4.18 If the Customer wishes to make any amendments to their order or to cancel an order, an email must be sent to Richard@inspiresportsgroup.co.uk within 24 hours of placing the order. If goods have not been ordered, customised or personalised by the Supplier, the Customer may be able to cancel the order but a cancellation fee may apply. The cancellation fee will cover costs incurred by the Supplier including but not limited to restocking costs, administration costs, and print preparation and artwork origination costs (if works completed). The Customer will be advised on this fee based on the individual situation. The Customer must notify the Supplier in writing by email of their wish to cancel the order; cancellation will not be accepted by the Supplier until this has been received. The Supplier will respond to this request by email to confirm cancellation has been actioned.
4.19 For legal reasons the Supplier is unable to change the invoice address once an order has been placed. If you require the invoice to be made out to another entity i.e sponsor then an account must be set up under the sponsor’s name and not using your personal / club account. Please direct any queries to:Richard@inspiresportsgroup.co.uk
4.20 Business arrangement – the Supplier operates either on a kit supply only arrangement or a kit supply and customisation arrangement for which we have a preferred partner for this. We are not responsible or liable for any business arrangement or customisation provided by another printing Supplier on to supplied goods.
5. Samples / Product Representation
5.1 Samples are available on request and arranged through the Supplier.
5.2 Samples are provided at a discount of 50% discount off RRP. Samples will become the property of the Customer once this deposit is paid in full.
5.3 The Supplier will provide individual sample costs for items identified by the Customer. Ownership of these items, once paid for, will pass to the Customer. Delivery costs may be applicable on this arrangement.
5.4 Where a sample order has been agreed as returnable by a Director, samples should be returned within 28 days of the despatch date. Any samples returned outside of this time will not be accepted and the Customer will be charged the sample price for the products received (see 5.2). The garments must be returned in their original condition with all labels, tags and bags intact. If this is not the case, or if samples are soiled or damaged or deemed by the Supplier not to be in their original or saleable condition, again, the Customer will be charged the sample price for the products received. This will be communicated to the Customer based on the individual situation. Bespoke, customised and personalised orders are non-returnable when purchased as a sample.
5.5 Product images, colours, details, specifications and sizing within published literature of any form should be considered as a guide only. The Supplier will offer professional advice and guidance but relies on the Customer to order the correct garments, colours, quantities and, crucially, sizes, considering the variations across different sports kit manufacturers. Therefore the Supplier would always advise the Customer to order samples prior to ordering. The Customer should contact the Supplier for any clarification regarding the Products. Customers are responsible for all Products ordered.
6.1 The item(s) supplied to the Customer shall comply with the agreed specification of product code stated in the order.
6.2 The Supplier shall be entitled to approach the Customer to propose modifications to the item prior to the date of the order.
6.3 For bespoke, customised and personalised items, the Customer will be asked to approve a ‘kit builder’ visual prior to production commencing. It is the responsibility of the Customer to check order is correct in all aspects i.e. selected products, quantities, text spelling, grammar, colour, layout, logo placement, design, size, etc. Any amendments must be made by email without delay to email@example.com
6.4 For bespoke, customised and personalised items, the Customer will also be asked to approve a sample logo or sublimation design prior to production. It is the responsibility of the Customer to check the proof is correct in all aspects i.e. spelling, grammar, colour, layout, design, size, etc. Any work undertaken to approved designs that contain errors will be chargeable and any replacements chargeable. Any delay in approval from the Customer may result in a delay in the production of the garments. The Supplier shall not be responsible for any such delay and associated costs incurred. Any and all logo and design approvals are the sole responsibility of the Customer. Once approved in writing, no changes can be made. Colours and designs are for visual guidance only. Logos are not shown to scale. Swatch samples may be available on request. Bespoke samples may be provided on request but may be chargeable. This will be communicated to the Customer on placing the order. Embroidery origination costs may apply to the first order only. This will be communicated to the Customer before placing the order. Any amendments must be made by email without delay to firstname.lastname@example.org
6.4 If customisation / personalisation is required after receipt of the goods / order i.e. not part of original order, the Customer will be solely responsible for delivery and associated costs to and from the Supplier or its agents.
6.5 Every effort is made to ensure goods supplied by the Supplier are of excellent manufacturing quality. Should there be an issue with quality, the Supplier reserves the right to return the item to the manufacturer for inspection before deciding on relevant action. The Supplier will request a written report with images of the Product(s) concerned and return the Product(s) within 14 days. The Supplier reserves the right to reject the claim if the Customer reports or returns the goods after this time.
6.6 Each and every Product contain a wash care label (as well as full details contained within published literature) which informs the Customer on how best to look after the Product. It is the responsibility of the Customer to check this label and follow instructions carefully to ensure a longer garment life span of the Product. The Supplier is happy to provide manufacturer advice and guidance on Product care, on request. Adherence to the washing instructions of the Product will also protect the integrity any customisation applied to the Product.
6.7 The Supplier (and appointed agents) will try its hardest to obtain the closest possible match to files /artwork submitted to the Supplier; however the Supplier cannot accept any responsibility for any variation in colour of the finished print, due to the heat application of digital printing to the garment. Shade variants may occur when printing onto different colour garments. Any file / artwork submitted to the Supplier which requires exact pantone colours will be printed as near as the printing process allows. The Supplier accepts no liability of the finished digital colour shade differences in print. The origination of printed logos is free of charge unless re-drawing of artwork is required. This will be advised to the Customer on placing the order.
7.1 The Supplier is committed to supplying an outstanding service and under normal circumstances all items will be delivered within the estimated guidelines given by the Supplier i.e. 7-10 working days kit supply only, up to 14-21 working days customised / personalised kit supply. Lead times on the delivery bespoke orders will be advised.
7.2 Estimated delivery lead times are general guidelines only and are always subject to stock availability and delivery from suppliers. Delays on orders may occur from time to time, which are out of the Supplier’s control. The Supplier can accept no responsibility for any delays that occur by carrier and it will not be liable for compensation for any reason whatsoever. Please refer to the Supplier website for the latest order / delivery guidance or direct specific enquiries to email@example.com
7.3 The Customer shall co-operate with the Supplier and where applicable with the Supplier’s delivery agent in any reasonable process and with any reasonable documentation which the Supplier shall specify with regard to the delivery of the Products to the Customer and other matters pertinent at the time of delivery. The Customer shall ensure that any such documentation which is reasonably required by the Supplier to be signed in order to record delivery and / or the apparent condition of the Products at Delivery or attempted Delivery is signed on behalf of the Customer by a person authorised to do so on behalf of the Customer.
7.4 Where the delivery is refused by the Customer or is delayed, suspended or made in instalments in each case at the request of the Customer, or where the Customer is to collect the Products and has failed to do so at the time or during the period notified by the Supplier for collection, the Supplier on giving notification of readiness to deliver or of availability for collection shall be entitled to treat the contract as fulfilled and to place the Products remaining in its possession into store and for the purposes of invoicing and payment and the passing of risk delivery will be deemed to have taken place at the time of notification by the Supplier. In such circumstances, the Supplier in its discretion or at the Customer’s request may arrange storage and insurance covering the major perils endorsing its own interest and the cost of such storage and insurance of the Products shall be for the Customer’s account.
7.5 Where the Supplier agrees to convey the Products, the Customer shall be responsible for providing proper unloading facilities (including adequate plant and labour) and storage facilities. If the Supplier (or its agents) produces the Products at any time between the hours of 8.00am and 6.00 pm local time Monday to Friday or at any other time agreed by the parties or notified by the Supplier for delivery at the place specified in the Contract for delivery and the Customer fails to do so, such failure shall constitute a refusal of delivery by the Customer for the purpose of clause 8.2.
7.6 Tracked and signed-for delivery costs will incur a flat rate charge of £12.50 (up to 25KG). Collection directly from the Supplier or its agents will be free of charge.
7.7 All plain stock (not bespoke, customised or personalised products) is normally delivered direct from Italy to the Supplier within 7-10 working days, potentially sooner if arriving from UK distribution centres. Estimated delivery lead times are guidelines only and are always subject to stock availability and delivery from Europe. Delays on orders may occur from time to time which is out of the control of the Supplier. This will communicated to the Customer based on the individual situation, as will accurate delivery lead times for bespoke, customised or personalised products. Wherever possible and practical, orders will be shipped directly to the Supplier or its agents beforehand so that an additional quality control of the order / products can be performed prior to delivery to the Customer (this will also have also been performed at the manufacturer distribution centre).
7.8 Any back orders will be delivered at the earliest opportunity. Delivery charges on back orders will not apply.
8. Risk and Property
8.1 Risk of damage to or loss of the Products shall pass to the Customer upon the Products being accepted by, or being deemed to have been accepted by, the Customer.
8.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of the Contract or that the Products may have become affixed or attached, the property in and all legal and equitable title to the Products shall not pass to the Customer until the Supplier has received cleared funds payment in full of the Price of those Products together with the applicable taxes.
8.3 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products to the order of the Supplier as the Supplier’s fiduciary agent and bailee, and shall keep the Products separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Supplier’s property. The Customer shall be entitled to use or to sell the Products whether in the ordinary course of its business or otherwise only after the Customer has accepted the Products in accordance with the provisions of the Contract.
8.4 The Customer grants the Supplier an irrevocable licence to enter at any time any vehicles or premises owned or occupied or used by the Customer for the purpose of repossessing and removing any such Products the property in which has remained in the Supplier under this Clause 9. The Supplier shall not be responsible to the Customer for and the Customer will indemnify and keep indemnified the Supplier against liability in respect of damage caused to such vehicles or premises in such repossession and removal.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Supplier, but if the Customer does so all monies owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
9. Inspection / Shortages / Defects
9.1 The Supplier (or its agents) shall check and quality control the status of all orders that leave its premises.
9.2 The Customer shall wherever possible inspect the Products for status, defects or shortages on delivery or on collection as the case may be. If there is defect, shortage or if incorrect items are sent, the Supplier must be notified within 48 hours of receiving the delivery. The Customer shall ensure that any such documentation which is reasonably required by the Supplier to be signed and dated in order to record delivery and / or the apparent status / condition of the Products at Delivery or attempted Delivery is signed on behalf of the Customer by a person authorised to do so on behalf of the Customer.
9.3 Where the Products cannot be inspected by the Customer on delivery or collection (as the case maybe), then the carrier’s note and/or the Supplier’s delivery note as appropriate should be marked by the Customer “not examined” and the goods should be examined by the Customer within 48 hours of receiving the delivery.
9.4 If the Customer fails to comply with clauses 9.2 or 9.3, the Supplier shall be under no liability for any defects or shortages that would be apparent on inspection and, in any event, will be under no liability in respect of such defects or shortages if a written complaint is not delivered to the Supplier within seven (7) days of delivery detailing the alleged defect or shortage.
10. Cancellation / Returns / Faulty Goods
10.1 Our Returns Policy is 14 days from the date of delivery to the Customer or agreed setting i.e. school, Club, private residence. The Supplier cannot accept returns on bespoke, customised or personalised goods. Please see below for further details.
10.2 In the case of multiple deliveries per order, 14 day return period will commence on the final delivery date.
10.3 If the Customer wishes to make any amendments or to cancel their order, an email must be sent to Richard@inspiresportsgroup.co.uk within 24 hours of placing the order. The Supplier will do its very best to accommodate this, however, this may not always be possible as once an order is made and moved into dispatch, no changes can be made whatsoever. If order has been dispatched, all costs associated with the order will be borne by the Customer. (see also clause 4.18).
10.4 It is the responsibility of the Customer to access samples and order the correct sizes. The Supplier and Manufacturer will supply sizing guidance but as sizing may vary due to the garment type and fit, the Supplier strongly advises viewing sample sizes before ordering where possible.
10.5 There is a strict no returns policy on all base layers / under-shirts, under shorts and tights due to them being an underwear Product.
10.6 There is a strict no returns policy on Products that are advised by the Supplier as ‘Discontinued’, ’Clearance’, ‘Sale’ or ‘Close Out’ items.
10.7 Bespoke items are non-returnable and cannot be refunded or exchanged. The Supplier will only accept returns for Bespoke item orders in the event of a manufacturing fault. Where the fault is evident on delivery, for example, a name has been spelt incorrectly, this must be reported to the Supplier immediately and the faulty item returned within 14 days of delivery, in their original condition, with all tags, bags and labels attached. The Supplier reserves the right to reject the claim if the Customer reports or returns goods after this time.
10.8 Customised and personalised item(s) are non-returnable and cannot be refunded or exchanged (however there are some exceptions at the discretion of a Director, see below). The Supplier will only accept returns for Customised orders in the event of a manufacturing fault or at the discretion of a Director. Where the fault is evident on delivery, for example, a name has been spelt incorrectly, this must be reported to the Supplier immediately and the faulty item returned within 14 days of delivery, in their original condition, with all tags, bags and labels attached. The Supplier reserves the right to reject the claim if the Customer reports or returns goods after this time.
10.9 Plain stock items can be returned by the Customer within 14 days of delivery for a refund or exchange. The garments must be in their original condition, with all labels, bag and tags intact.
10.10 All faults must be reported immediately and and the faulty item returned within 14 days of delivery, in their original condition, with all tags, bags and labels attached. The Supplier reserves the right to reject the claim if the Customer reports or returns goods after this time. Item(s) must be sent directly to the Supplier, not the manufacturer, at: 67 Cotford Road, Maypole, Birmingham, B14 5JJ.
10.11 The Supplier will require a receipt or proof of purchase to proceed with any returns.
10.12 The Customer must allow up to 5-10 working days for any return or exchange to be processed from the date the Supplier receives the return, and a further 5-10 working days for any funds owed to clear into the Customer’s bank account. This is dependent on the Customer’s bank or credit card company. Direct any enquiries to Richard@inspiresportsgroup.co.uk
10.13 All shipping / carriage costs for returned items are borne by the Customer.
11. Limitation of Liability
11.1 Provided that nothing in the Contract shall have the effect of excluding or restricting the liability of the Supplier in respect of any kind of loss damage or liability which cannot or must not be excluded or limited under English law the Supplier shall not be liable to the Customer, or to any third party, for:
11.1.1 loss of profits;
11.1.2 loss of anticipated profits;
11.1.3 loss of production;
11.1.4 loss of turnover;
11.1.5 loss of contracts;
11.1.6 loss of goodwill
11.1.7 loss of anticipated saving
11.1.8 pure economic loss
11.1.9 any indirect, special or consequential loss and/or damage whatsoever;
11.1.10 costs, expenses, other claims for compensation whatsoever relating in any way to the matters referred to in 11.1.1 to 11.1.9 (inclusive) above, suffered or incurred by the Customer or any third party in any way arising out of any act or omission of the Supplier or its employees or agents whether for breach of statutory duty or in Contract (including any implied term) tort, including negligence, negligent misrepresentation and misstatement or otherwise under or in connection with the Contract and any other agreement relating to the Products or any part or based on any claim for indemnity or contribution. The foregoing shall not relieve the Supplier from the obligation to remedy defects in the Products under and subject to the Terms.
11.2 Without prejudice to clause 11.1 the entire liability of the Supplier to the Customer under or in connection with the Contract or the Products concerned save in respect of any kind of loss damage or liability which cannot or must not be limited under English law shall not exceed the Price of the Products concerned, except as and to the extent expressly provided in this Contract.
11.3 The Supplier and the Customer hereby expressly agree that the exclusions and limitations of liability set out in this Contract are fair and reasonable taking into account the nature of the Products supplied or to be supplied by the Supplier to the Customer, the Price payable by the Customer to the Supplier, the obligations of the Supplier under the Warranty and the availability and cost of existing and future insurance cover to the parties.
11.4 Nothing in this Contract shall be deemed to exclude or limit the Supplier’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
11.5 Where the Supplier has manufactured or has modified or adapted any Product(s) to the specific requirement of the Customer then the Customer will forthwith on demand indemnify the Supplier and keep the Supplier indemnified against any and all losses, damages, costs and expenses arising out of or connected with any allegation or claim by any third party that the Product as so manufactured, modified or adapted in any way breaches or interferes with any intellectual property right of such third party.
11.6 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Products, or otherwise under the Contract if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:
11.6.1 Act of God, explosion, flood, tempest, fire or accident;
11.6.2 war or threat of war, sabotage, act of terrorism, insurrection, civil disturbance or requisition;
11.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
11.6.4 import or export regulations or embargoes;
11.6.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of any other Party);
11.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery;
11.6.7 power failure or breakdown in machinery.
12. Intellectual Property / Business Arrangement / Website
12.1 Any intellectual property rights in the Products or in any designs, logos or specifications produced by the Supplier for the purpose of the Contract are and shall remain the property of the Supplier (and its appointed agents), subject to contrary agreement in writing between the parties. No right or licence is granted in respect of any of the same except the right to use or resell the Products.
12.2 With the placement of an order, the Customer grants permission for the Supplier to use text, images and video relating to the supply of Products, for promotional purposes. The Customer has the right to withdraw this permission at any time in writing, by email or letter, using the same email / postal address at the time of order and from the individual or companies contact details used. It is the Customer’s responsibility to ensure photography / video consent has been given by all parents for their children and young people to be involved in this type of promotion.
12.3 The Customer acknowledges and agrees that the material and content contained within the Supplier’s website is made available for its own personal non-commercial use only and that the Customer may only download such material and content for the purpose of using the website. The Customer further acknowledges that any other use of the material and content of the Supplier’s website is strictly prohibited and agrees not to (and agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
12.4 The information on the Supplier’s website is for general information purposes only. The information is provided by Inspired Sports Solutions Ltd and while it endeavours to keep the information up to date and correct, the Supplier will make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, availability or deliverability with respect to the website or the information, products, services or related graphics contained on the Supplier’s website for any purpose. Any reliance placed on such information is strictly at the Customer’s risk.
13. Confidential Information / GDPR
13.1 The Supplier acknowledges a duty not to disclose without the Customer’s permission any confidential information of the Customer. The Customer, in turn, acknowledges the Supplier’s right to use as it as it sees fit in order for the Supplier to perform its obligation under the Contract.
13.2 Save as otherwise agreed, both parties shall keep confidential all material concerning the business affairs of the other which shall be disclosed in the course of performance of this Contract which is not already in the public domain and shall use their best endeavours to prevent unauthorised publication or disclosure of the same.
13.3 The Supplier is committed to ensuring all information provided to the Supplier by the Customer is secure. The Supplier will collect only the basic personal details required to process the Customer order. The Supplier does not store any Customers’ financial or credit card details in any form. The Supplier will not trade, resell, sell, or redistribute information that you provide to us, to any other companies, organisations or individuals.
14.1 The Supplier may terminate this Contract or suspend its performance with immediate effect on written notice if:
14.1.1 the Customer becomes insolvent;
14.1.2. a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the Customer;
14.1.3 the Customer makes any arrangement for the benefit of its creditors;
14.1.4 the Customer goes into liquidation save for the purposes of a genuine amalgamation or reconstruction;
14.1.5 the Customer commits a material breach of this agreement and (in the case of a breach capable of remedy) fails to remedy it within 7 days of receipt of written notice from the Supplier specifying the breach and containing a warning of an intention to terminate if the breach is not remedied;
14.1.6 the Customer defaults in paying the Price or any part of it.
14.2 The Supplier may terminate this Contract or suspend its performance with by giving to the Customer at least 14 days notice in writing. Upon the expiry of 14 days from the date of the notice, the Contract shall be terminated and the Supplier shall refund to the Customer any costs which the Supplier had received in advance for the Products after the date of the termination of the Contract.
14.3 In the event of a suspension, the Supplier shall be entitled to demand pre-payment of any part of the Price not yet due for payment as a condition of re-commencing its performance.
14.4 Termination of this Contract shall not affect any rights of the parties accrued to them up to the date of termination and termination or expiry of this Contract (howsoever occurring) shall not affect the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry.
15.1 The Terms of the Contract represent the whole agreement between the parties. Other than as expressly set out in the Contract, the Supplier makes no statements or representations or gives no warranty in any way relating to the Products or to the Supplier. Other than as so set out all warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise relating to the provision of any Products under or in connection with the Contract are hereby expressly excluded to the fullest extent permitted by law and the Customer acknowledges and agrees that neither the Supplier nor any person acting on behalf of the Supplier has made any pre-contractual statement or representation in any way relating to the Products or to the Supplier including any descriptions, illustrations or specifications contained in any material produced by or on behalf of the Supplier (save for the specification of the Products as agreed between the parties) on which the Customer relies and the Customer waives any claims rights or remedies which it might have in relation to any such statement, representation or warranty provided always that this clause shall not exclude or limit any liability of a party or any right which the other party may have in respect of any such statement, representation or warranty made or given fraudulently or dishonestly or in circumstances where there has been wilful concealment.
16.1 The Supplier may assign its rights and obligations under this Contract to any other party. The Customer may not assign its rights and obligations under this Contract without the written consent of the Supplier.
16.2 All notices to be given under this Contract shall be in writing and shall be sent to the normal business address of the party concerned by first class post or by hand.
16.3 No delay or failure by the Supplier to exercise any of its powers, rights or remedies under this Contract will operate as a waiver of them and any waiver, to be effective, must be in writing.
16.4 If any part of this Contract is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Contract which will continue to be valid and enforceable to the fullest extent permitted by law.
16.5 Other than as expressly set out in the Contract (if at all) 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 term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
16.6 Where the Customer is a partnership then each of the partners shall be severally as well as jointly liable for all of the obligations of the Customer to the Supplier pursuant to the Contract.
16.7 This Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all previous communications, representations and other arrangements, written or oral.
16.8 This Contract will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
Dated: 27th August 2020
Date of Review: ongoing
Inspired Sports Solutions Ltd
Registered Address: 67 Cotford Road, Maypole, Birmingham, B14 5JJ
Registered as a Private Limited Company in England & Wales Company Number 9374089