These terms and conditions (the “conditions”) form the basis of all contracts between you and us, James Grant Limited trading as Hemingway (Company Number 5459341, and Registered Office 5 Carrwood Park, Selby Road, Leeds, LS15 4LG) from Prestige Court, Beza Road, Leeds, LS10 2BD for the supply of the goods and/or services you order.
All contracts shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document). Any variation to the conditions, and any representations about the goods and/or services, shall have no effect and shall not form part of the contract unless expressly agreed in writing and signed by one of our officers.
We may, from time to time and subject to your prior written consent, which shall not be unreasonably withheld or delayed, change the services (such as the date and time of an appointment), provided that such changes do not materially affect the nature or quality of the services and, where practicable, we will give you reasonable notice of any change.
You acknowledge that you have not relied on any written or oral statement, promise or representation made or given by, or on behalf of, us which is not set out in the contract.
Each order for goods and/or services by you from us shall be deemed to be an offer by you to buy the goods and/or services subject to the conditions.
We will send you a written acknowledgement of your order when it is accepted by us.
It is your responsibility to ensure that your order and all information provided to us is complete and accurate.
All swatches, samples, descriptions, drawings, specifications, illustrations and advertising we provide, issue, or contained in our website, brochures, catalogues or other materials, are approximations only and should not be relied on by you as precise or construed literally. We are unable to guarantee that product images you see on this website are completely accurate representations of the products as the display of images will depend on your viewing device and its colour capabilities. Whilst we will endeavour to match particular colours, this is not always possible. As a result these do not form part of the contract. This is not a sale by sample.
As fabrics can differ you accept that a swatch provided earlier may not come from the same batch or roll of fabric used for the goods. As a result, there may be slight differences with the fabric of the goods and any swatch provided. The risk of differences inevitably increases the longer the time between obtaining a swatch and ordering goods.
We reserve the right to change any descriptions, drawings, specifications, illustrations, brochures, catalogues, advertising materials and any other materials provided at any time without notice.
If any material, fabric or goods are out of stock, we will inform you at the earliest opportunity and allow you to await a new delivery, amend the order or cancel the order.
Unless otherwise agreed in writing we will deliver the goods to the address provided by you.
We will endeavour to deliver the goods and/or perform the services within a reasonable period of time and in accordance with any dates and times agreed with you. However, many of the goods and/or services we provide involve hand-making products or personal attendances, and, as a result, any date specified by us for delivery of the goods and/or performance of the services can only be an estimate and it is hereby expressly agreed that time for delivery of the goods and/or performance of the services under any contract shall not be of the essence. In the event of any delay we will keep you informed of the delay and provide alternative dates and times.
In view of the nature of the goods and services we provide and subject to the other provisions of the conditions, we shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of opportunity, depletion of goodwill and any similar loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods or the performance of the services (even if caused by our negligence), nor shall any such delay entitle you to repudiate or terminate the contract unless such delay exceeds 60 days and only in such a case where the delay is wholly and completely our fault.
Our liability for non-delivery of the goods shall be limited to, at our option, repairing or replacing the goods within a reasonable time or providing a refund of sums paid at the pro rata contract rate against any invoice raised for such goods.
If, for any reason, you do not accept delivery of any of the goods when delivery is attempted, or we are unable to deliver the goods on time, for example, because you have not provided appropriate instructions, including a correct address; the goods will be deemed to have been delivered; we may store the goods until actual delivery, and charge you for all related costs and expenses (including, without limitation, the costs of the failed delivery, storage and insurance costs) and risk in the goods shall pass to you (including for loss or damage caused by our negligence).
We may deliver the goods by separate instalments, if possible. Each separate instalment may be invoiced and paid for separately.
Where you are not the intended recipient of the goods and the services, we will not be required to undertake the services (if any) until an appointment with the intended recipient of the goods has taken place and all our requirements are met to our reasonable satisfaction.
If your order is to be delivered outside the European Union you may be charged import duties and other local taxes. It is your responsibility to pay any such import duties and local taxes.
RISK & TITLE
The risk in the goods shall pass to you on delivery.
Title in the goods shall not pass to you or the intended recipient of the goods until we have received in full (in cash or cleared funds) all sums due from you in respect of the price for the goods and services. In cases of refused or non payment, we shall be entitled to recover payment of the price for the goods notwithstanding the fact that that title in the goods has not passed to you.
Our prices are based on the costs of materials, labour, sub-contracts, transport, delivery, taxes and duties, and all other relevant costs at the date of the quotation and/or order acknowledgement and on the work being done in normal working hours. We reserve the right to vary the price to take account of any variation in these costs or the imposition of any new taxes or duties occurring from whatever cause between the date of the quotation and/or order acknowledgement and completion of the contract.
Unless otherwise agreed by us in writing, the price shall be in pounds sterling and inclusive of VAT and any costs or charges in relation to packaging, carriage and insurance.
In addition to the price, the Customer shall pay for any additional; work carried out by us, at your request, which we were not originally contracted to undertake; and any costs incurred by us attending a missed appointment or an appointment cancelled by you with less than 24 hours notice.
Any additional costs payable by you will be invoiced by us and charged at rates (together with a percentage in respect of overheads and profit) based on the cost of materials, labour, sub-contractors, transport, taxes and duties at the time the work is carried out.
Unless the quotation or order acknowledgement provides otherwise the price is due upon placing the order.
Where you are to pay by credit or debit card and provide details accordingly, we will charge your credit or debit card in accordance with the above.
Any other amounts due under the contract shall be payable upon placing the order.
Time for payment shall be of the essence and no payment shall be deemed to have been received until we have received cleared funds.
If any amount due from you is not paid in accordance with the conditions then we may do all or any of the following; suspend or cancel delivery of the goods and/or performance of the services under the contract, and any other contract, until you pay the outstanding amount(s) in full; treat any or all contracts as repudiated by you; and/or charge you interest on the outstanding amount the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis until payment is made, whether before or after any judgement.
All payments payable under the contract shall become due immediately upon termination of this contract despite any other condition.
You shall make all payments due under the contract in full without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise, unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
Where you have ordered goods which do not require any bespoke tailoring or modification to your exact requirements; such as ties, accessories, socks, underwear or handkerchiefs, you may cancel any order placed (whether or not confirmed) at any time within 7 working days beginning with the day after the day on which you receive the goods or after we accept the order for the services (whichever is the earlier) and receive a refund of the price or any part thereof paid.
Where you have purchased a “suit in a box” or other unfinished product you may also cancel any order placed or exchange the goods (if you have them) at any time prior to us cutting the fabric, provided you return the goods at your cost in a saleable condition. This does not apply where we have begun providing the tailoring services with your agreement.
Where you have ordered goods which will be tailored to your exact requirements; such as made to order and made to measure shirts or suits, or otherwise modified to your requirements; such as by monogramming, initialling or applying crests or coats of arms, you may cancel any order placed (whether or not confirmed) at any time within 24 hours of placing the order and receive a refund of the price or any part thereof paid.
To cancel any order, you must inform us of such cancellation in writing, and return the goods in their delivered condition together with all packaging immediately and at your sole cost and risk.
For hygiene reasons underwear, handkerchiefs and socks may only be returned if unused and must be returned unopened in their original packaging. Other goods may be returned if worn for the purpose of size checking only.
Any statutory consumer rights are unaffected by these conditions.
YOUR OBLIGATIONS AND WARRANTIES
You warrant that you have the necessary authority to enter into the contract, all the information provided to us is true and accurate and you acknowledge that we are relying upon such information in relation to the provision of the goods and/or services.
You also agree, without limitation, to do the following at your own expense; co-operate fully with us and provide any assistance required to supply the goods and/or services; procure the attendance of the recipient of any goods to allow us to perform the services; and ensure that we and our employees, agents, and sub-contractors are always subject to a safe working environment whilst at your premises.
You acknowledge that if our performance of our obligations under the contract is prevented or delayed by any act or omission of yours, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
You shall be liable to pay us, on written demand, for, and indemnify us against, all reasonable costs, expenses, charges and losses sustained or incurred by us (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, loss or damage to property, loss of opportunity to deploy resources elsewhere, legal costs on an indemnity basis, and those arising from injury to, or death of, any person) arising directly or indirectly from your fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the conditions.
We warrant that the services will be provided with reasonable skill and care.
We warrant that on delivery the goods shall be of satisfactory quality within the meaning of the Supply of Goods and Services Act 1982 (to include any legislation which replaces this Act); and be reasonably fit for purpose. This warranty will not apply to any defect, fault or failure to comply which results from; your altering, modifying, repairing, cleaning, steaming the goods; exposure of the goods to the sun or other elements; wear and tear; your negligence; continued use of the goods after discover of the defect; failure to follow our oral or written instructions as to the storage, use or maintenance of the goods or (if there are none) common practice.
If you wish to claim on the above warranty you must give written notice of the defect to us (including if the defect is as a result of damage in transit) within 14 days of the time when you discover or ought to have discovered the defect; and we are given a reasonable opportunity after receiving the notice of examining such goods and you (if asked to do so by us) return such goods to us at your cost for the examination to take place there.
Upon receipt of a claim we will at our option repair or replace such goods (or the defective part) or refund the price of such goods at the pro rata contract rate provided that, if we so request, you shall, at your expense, return the goods or the part of such goods which is defective to us and on doing this we shall have no further liability for a breach of any of the warranties in respect of such goods.
Where an appointment takes place at your business premises we will endeavour to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at such premises and that have been communicated to us.
When returning goods to us you should use a signed for method of posting or, if such a service is unavailable, obtain a certificate of posting for your records. We are not liable for any loss of the goods in transit back to us.
Where we process a refund, we will do this promptly and you should allow 14 days for it to be processed with your card provider. Our refund will be made in pounds sterling and we are not responsible for any fluctuations in currencies or additional charges your card provider may impose when processing a refund.
LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
Save as expressly set out in these conditions, this condition sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, and sub-contractors) to you in respect of any breach of the conditions; any use made by you of any of the goods; any use made by you of the services; and any representation, statement, tortuous act or omission, including negligence, arising under or in connection with the contract.
Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance, or contemplated performance of, the contract, shall be limited to the price; and we will not be liable to you for any direct, indirect or consequential loss or damage whether for pure economic loss; or loss of profit; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or otherwise, or any other claims for consequential compensation whatsoever, and howsoever caused, which arise out of or in connection with the contract.
Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or under section 2(3) of the Consumer Protection Act 1987 or for fraud or fraudulent misrepresentation or for any liability incurred by you as a result of any breach by us of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982 or for any matter which it would be illegal for us to exclude or attempt to exclude liability.
You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of us in connection with the services.
If you provide us with the details of a third party, you must only do so if the third party has consented to you providing such details to us.
We reserve the right to defer the date of delivery or cancel the contract (without liability to you), if we are prevented from, or delayed in, the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic, failure of a utility service or transport network, lock-outs, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting suppliers or carriers or subcontractors, or inability or delay in obtaining supplies of adequate or suitable goods and materials provided that, if the event in question continues for a continuous period in excess of 30 days, you shall be entitled to give notice in writing to us to terminate the contract.
The contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
Each party acknowledges that, in entering into the contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
Nothing in this condition shall limit or exclude any liability for fraud.
We may at any time subcontract or delegate any manner or any of our obligations under the contract to any third party or agent without your prior written consent.
If there are any differences between the information within the quotation and the order acknowledgement in respect of any contract the latter shall prevail. It is your responsibility to check that the information in the order acknowledgement is correct. Errors should be notified to us at the earliest opportunity.
Each of our rights or remedies under the contract is without prejudice to any other right or remedy.
All intellectual property rights and all other rights in any documentation, designs of goods or materials provided by us to you under the contract shall belong to us.
If any condition is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining conditions, and the remainder of such condition, shall continue in force with full effect.
If a provision of the contract (or part of any provision) is found illegal, invalid, void, unreasonable or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and, to the greatest extent possible, achieve the original commercial intention of you and us.
Failure or delay by us to enforce, or partially enforce, any provision of the contract shall not be construed as a waiver of any of our rights under the contract.
Any waiver by us of any breach of, or any default under, any provision of the contract by you shall be in writing, and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the contract.
Unless specifically provided otherwise, rights arising under the contract are cumulative and do not exclude rights provided by law.
No provisions of the contract are enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the contract.
The formation, existence, construction, performance, validity and all aspects of the contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
All communications between the parties about the contract, including any notices to be sent or received under the contract, must be in writing.