1.     INTERPRETATION

1.1   In these Conditions unless the context otherwise permits:-

1.2       The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3       The Conditions shall apply to sales of all Products including Special Order Products ordered for shipment to or within the UK mainland. OSGH reserves the right to apply supplemental or other terms for Products to be shipped by OSGH outside the UK mainland.

1.4.      Without prejudice to the application of these Conditions additional and more detailed terms may apply for certain Products and suppliers including specific terms applicable to special prices offered by suppliers through OSGH ("Special Terms"). These Special Terms will be made available on Officeteam ’s web site www.officeteamclothing.co.uk. The Special Terms may oblige the Customer to comply with certain requirements including but not limited to (i) the sale of the Products only to specifically named end-users; (ii) the disclosure of end-user information to OSGH and its suppliers for the purpose of end-user verification; and (iii) the submission of copies of end-user invoices, end-user purchase orders or end-user shipping documents to OSGH and its suppliers. Subject to the Special Terms applicable for the individual suppliers and Products, non-compliance with the Special Terms may entitle OSGH and/or its suppliers to reclaim and invoice the Customer in full for all discounts, rebates and other special price conditions granted to the Customer under the special price. It is the Customer’s responsibility to be aware of and adhere to the Special Terms as current from time to time. By ordering Products at special prices offered through OSGH the Customer agrees to be bound by the applicable Special Terms.

5.7       OSGH will set minimum order levels and charge additional fees for any order below such levels. Current minimum order levels can be found on OSGH’s web site www.officeteamclothing.co.uk.

6.         PRICE OF THE PRODUCTS

6.1       Subject to the provisions of Clause 5.5 and Clause 6.2:-

6.1.1   Prices for Products in OSGH’s stock ready to be shipped will be established at the time the order is accepted by OSGH;

6.1.2   If the Customer places an order for Products not in stock at the time of order (a “Backorder”) or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Products shall be the price established at the time the Backorder or scheduled delivery is accepted by OSGH.

6.2       Notwithstanding any of the foregoing OSGH reserves the right to increase its prices after acceptance of an order due to an increase in its supplier’s price to OSGH or an increase in direct costs to which OSGH becomes subject (including without limit costs resulting from currency fluctuation) but OSGH shall only increase its price by such level as is necessary to reflect such increases.

6.3       All prices exclude the cost of delivery from OSGH’s warehouse to the Customer’s delivery point, configuration, fulfilment and other services provided by OSGH. .

6.4       All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to OSGH. Unless otherwise stated prices exclude any copyright levies, waste and environmental fees, and similar charges that OSGH by law or statute may or shall charge or collect upon resale.

7.         TERMS OF PAYMENT

7.1       Unless OSGH shall have previously agreed in writing with the Customer that the Products shall be supplied on credit, payment for the Products shall be made in full by the Customer with the Customer’s order or on delivery or collection of the Products as determined by OSGH. If payment is made by credit or debit card the Customer agrees to pay all fees and service charges incurred by OSGH for the handling of such transaction including fees charged by the card company to OSGH.

7.2       Where OSGH has agreed to supply the Products on credit Customer shall pay the price of the Products within 30 days at the end of the month following OSGH’s invoice notwithstanding that title to the Products has not passed to the Customer.  Customer shall not deduct or set off any other amount against the invoice as compensation for any payment made prior to the due date. Invoices will be dated the day of dispatch of the Products. OSGH shall be entitled at its absolute discretion to alter payment terms  and withdraw or alter any credit limit granted at any time with notice. If Customer exceeds its credit limit or fails to qualify for continued credit terms, OSGH may, at its sole discretion, delay subsequent shipments or require prepayment until OSGH determines that Customer is once again qualified to receive credit terms. Customer shall not set off or withhold any amount due to OSGH against its receivables without OSGH’s prior written approval, and shall in the event of a bona fide dispute, pay any undisputed part of the invoice.

7.3       The time of payment shall be of the essence. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it OSGH shall be entitled to:-

7.3.1   Cancel the Contract or suspend any further deliveries or suspend any Services to the Customer; OSGH may at its discretion grant Customer a reasonable period before cancelling the Contract due to non-payment;

7.3.2   Appropriate any payment made by the Customer to such of the Products as OSGH may think fit (notwithstanding any purported appropriation by the Customer);

7.3.3   Charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above Lloyds Bank plc base rate from time to time until payment in full is made such interest being calculated on a daily basis.

7.4       Customer shall provide OSGH's Credit Department with copies of its annual financial audited accounts and its quarterly management accounts within sixty (60) days of the close of the financial period to which they relate, following a written request from OSGH.  Customer shall inform OSGH promptly if there is a change of ownership or control of Customer or its direct or indirect parent company (excluding changes of ownership of the shares of a publicly quoted company which do not result in a change in control of the company’s board of directors or other governing board), a management buy-out, or all or a substantial part of the Customer’s assets are sold or otherwise transferred to any non-affiliated company or member of the Customer’s group of companies.

7.5       In the event Customer intends to sell, assign, factor or otherwise transfer any book debt owed to Customer or to enter into any form of invoice discounting arrangement Customer agrees to inform OSGH in writing prior to entering into any such arrangements.

7.6       If OSGH issues a credit note and the Customer does not utilise the credit note within a period of 6 months from the date of its issue OSGH shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same.

7.7       Any credit balance shown on a Customer’s statement of account issued by OSGH which remains on the statement for a period of 6 months will be forfeited by the Customer who shall no longer have any rights to the same.

7.8       Payment terms will require 33.3% of the order value at time of order being placed and the balance paid in full upon delivery – unless varied in writing by OSGH at the time of taking the customers orders.

8.         DELIVERY

8.1       Delivery of the Products shall be made by OSGH to such place as shall have been agreed between OSGH and the Customer. Unless the Customer shall have notified OSGH in writing within 3 working days of the date of OSGH’s invoice that the Products have not been delivered then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment.

8.2       OSGH shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer’s customer (if OSGH as agreed to deliver direct) does in fact have the authority.

8.3       Any dates quoted for the delivery of Products are approximate only and OSGH shall not be liable for any delay in delivery of the Products howsoever caused.

8.4       Partial delivery is allowed unless otherwise mutually agreed by both parties. Failure by OSGH to deliver the rest of the Products shall not entitle the Customer to treat the order as a whole as repudiated.

8.5       For the purpose of these Conditions where OSGH has agreed to deliver Products direct to the Customer’s customer any such delivery shall be deemed to be delivery to the Customer and any refusal by the Customer’s customer to accept delivery shall be deemed to be a refusal by the Customer.

8.6       The Customer shall bear all costs associated with the unjustified refusal of delivery of Products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by OSGH, OSGH reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.

9.         RISK AND TITLE

9.1       Risk of damage to or loss of Products shall pass to the Customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when OSGH has tendered delivery of the Products.

9.2       Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until OSGH has received in cleared funds payment in full of:-

9.2.1   the Products; and

9.2.2   all other sums which are or which become due to OSGH from the Customer on any account.

9.3       Until such time as title to the Products passes to the Customer the Customer shall:-

9.3.1   hold the Products as OSGH’s fiduciary agent and bailee; and

9.3.2   keep the Products separate to those of the Customer and third parties; and

9.3.3   keep the Products properly stored protected and insured, and identified as OSGH’s property; and

9.3.4   accept that Products may be labelled as being OSGH’s property until OSGH is paid.

9.4       Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) OSGH shall be entitled at any time to require the Customer to deliver up the Products to OSGH and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

9.5       The Customer’s right to possession of the Products shall terminate immediately if:-

9.5.1   the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

9.5.2   the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between OSGH and the Customer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

9.5.3   the Customer encumbers or in any way charges any of he Products. 9.6 Customer is entitled to resell the Products in the ordinary course of business. Customer is not able or entitled to offer the Products as collateral or otherwise grant a charge in respect of the Products until title has passed to the Customer in accordance with these Conditions. Customer shall inform its customers that title to the Products is retained by OSGH until Customer has paid OSGH, and shall ensure that its customer has agreed with the Customer that any unpaid Products shall be returned to OSGH in the event of Customer’s failure to pay OSGH's invoices when they fall due. The Customer shall upon OSGH’s request provide OSGH with all details and information necessary for OSGH to collect the Products.

10.       WARRANTIES AND LIABILITY

10.1    OSGH does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this Clause 10 OSGH only sells the Products with the benefit of the manufacturer’s or publisher’s or licensor’s (“publisher’s”) warranty (as the case may be).

10.2

10.2.1 OSGH will accept liability for defective Products only to the extent that OSGH is entitled to make a claim under the manufacturer’s or publisher’s, Dead on Arrival, warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. Processing of these defective Products shall be made according to the manufacturer's procedure and the instructions set out in Clause 10.4 below. OSGH cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the manufacturer's procedures.

10.2.2 OSGH shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow OSGH’s or the manufacturer’s or publisher’s instructions (whether oral or in writing) misuse or alteration or repair of the Products without OSGH’s approval

10.2.3 OSGH shall be under no liability under the above warranty if the total price of the Products has not been paid.

10.3    All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.

10.4    Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to OSGH’s Customer Services Department. Upon notification of any such claim by the Customer OSGH shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided OSGH gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to OSGH in their original UNMARKED packaging together with details of the RMA number and the Customer’s name and address). If OSGH issues an RMA number to the Customer OSGH shall not send any replacement Products to the Customer until after the original Product has been returned to OSGH. This Clause 10.4 shall only apply to Products the Customer is entitled to return to OSGH as provided in these Conditions.

10.5    OSGH shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by OSGH, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of OSGH its employees or agents or otherwise).

10.6    OSGH’s liability for direct loss or damage arising from damage to tangible property for which OSGH is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.

10.7    Nothing in these Conditions shall in any way exclude or limit any liability OSGH may have for death or personal injury caused by its negligence.

10.8    OSGH shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of OSGH’s obligation in relation to the Products or Services if the delay or failure was due to any cause beyond OSGH’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond OSGH’s reasonable control:-

10.8.1 act of God explosion flood tempest fire or accident;

10.8.2 act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;

10.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;

10.8.4 import or export regulations or embargoes;

10.8.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of OSGH or a third party);

10.8.6 difficulties of OSGH’s supplier in obtaining raw materials labour fuel parts or machinery.

10.9    If Customer is selling Products or Services purchased from OSGH to a Consumer the Customer shall ensure the Consumer is given sufficient and appropriate information and descriptions as to the Product’s or Services’ fitness for the purpose for which the Products or Services are normally used and any particular purpose the Consumer has required or agreed with the Customer. Customer shall not remove or replace any labelling, user manuals, components or other material from the Product as supplied by the manufacturer or OSGH, and shall not in its advertising, marketing or labelling provide any public statements on the specific characteristics of the Products or Services on behalf of OSGH, the manufacturer or their representatives.

10.10 Customer accepts liability for the Products’ conformity with the Customer's Consumer contract ('conformity' as defined by the EU Directive 1999/44/CE of May 25, 1999 and legislation implementing the Directive), and Customer shall not offer any warranties or representations to the Consumer as to the quality, fitness for purpose of the Products without the manufacturers' express consent. Customer agrees to hold harmless and indemnify OSGH and the manufacturers against any loss, costs, and damages caused by the Customer’s acts or omissions, and non-compliance with the obligations set forth in Clause 10.9, Clause 10.10 and Clause 10.11. If Customer is held liable to the Consumer caused by a Product's lack of conformity resulting from an act or omission by the manufacturer or OSGH, or any other intermediary, Customer may by law or statute be entitled to pursue remedies against OSGH, the manufacturer or any other person liable in the contractual chain. Provided Customer is legally entitled to pursue such remedies and OSGH is held liable by a competent court of law, OSGH's liability to Customer shall be limited to an amount corresponding to the Customer's original purchase price of the Product or Service giving rise to the claim by the Consumer.

10.11 Should the Product warranties offered by the manufacturers or OSGH under these Conditions be restricted compared to the guarantees the Consumer is entitled to under law, the Customer agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against OSGH in respect of such excess.

10.12 The Products are subject to the intellectual property rights of OSGH’s suppliers (i.e. the Product manufacturers). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by OSGH’s suppliers with respect to such rights. OSGH shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party’s intellectual property rights, except to the extent OSGH’s supplier is offering such defence or indemnification to OSGH on a pass through basis. Upon threat of claim or claim of infringement, OSGH may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Buyer the purchase price paid by the Buyer for the infringing Product. Notwithstanding any other terms or conditions to the contrary OSGH’s liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer’s purchase price for the infringing Products.

11.       RETURNS AND REPAIRS

11.1    Except for Special Order Products, which are expressly excluded from the terms of this Clause 11 and cannot be returned under any circumstances, if OSGH agrees to accept the return of any Products (other than for the purpose set out in Clause 10 above) or agrees to carry out repairs to other products which have not been purchased from OSGH or agrees to repair Products which are out of warranty the Customer shall not send the same to OSGH unless they are accompanied by an returns number previously advised by OSGH’s customer services department and a copy of the relevant sales invoice and are sent in their original packaging.

11.2    The Customer shall notify OSGH within 5 working days of any delivery discrepancies, other than for the purposes set out in Clause 10. If OSGH issues a returns number, Products must be returned to OSGH within 5 working days of the date thereof.

11.3    If OSGH has agreed to carry out repairs or to replace Products (or any parts thereof) other than for the purpose set out in Clause 10 above the Customer irrevocably authorises OSGH to carry out such repairs or provide such replacements as shall place the Products in proper working order.

11.4    OSGH shall accept no liability for any damage to or loss in transit of Products returned to OSGH whether under this Clause or under Clause 10 above unless OSGH collects the Products using its own carrier.

11.5    If OSGH has agreed to accept the return of Products, other than for the purposes set out in Clause 10 above or for the purpose of carrying out any other repair or replacement, the Products must be returned in their original packaging and in a clean resalable condition, and will be subject to a re-stocking fee at OSGH's discretion, failing which OSGH will refuse to accept the same and the Customer shall remain liable for the price thereof.

11.6    Details of OSGH's returns process and terms can be found on www.officeteamclothing.co.uk and Customer agrees to comply with this process and abide to the terms when returning any Product to OSGH.

11.7    A returns / restocking charge will be levied by OSGH to all customers @ 15% of the invoice value should goods have been ordered by the customer in error for whatever reason. Should OSGH send the customer the incorrect product or a shortage on an item ordered, the customer must report to OSGH within 3 working days.

12.       SPECIAL ORDERS & BLACK CODES

Special orders, black codes and catering products denotes products that are not held in stock and therefore subject to extended delivery times, and are non returnable.

13.         DESCRIPTION OF GOODS

All descriptions and illustrations contained in any catalogues, price lists, advertising matter and other literature of the Seller are intended merely to present a general idea of the goods described therein and none of them shall form part of the contract.

14.       DELIVERY CHARGES (within the United Kingdom excluding Channel Islands ) 

Corporate clothing orders will incur a carriage charge of £8.95 for orders less than £250 and free of charge for orders in excess of £250.

Charges for any other products on linked OSGH websites will be as per the terms and conditions which relate to the specific website.

15.       PROOF OF DELIVERY (POD)

15.1    Proof of delivery is strictly available up to 60 days following the date of delivery.  Non payment by the customer citing absence of POD if required after 60 days following date of delivery will not be a valid reason for non payment and payment of invoice must be made in full.

16.       INSOLVENCY OF CUSTOMER

16.1    If:-

16.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a solvent amalgamation or solvent reconstruction;

16.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or

16.1.3 the Customer ceases or threatens to cease carrying on business; or

16.1.4 OSGH reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;

then upon the happening of any of the above, without prejudice to any other right or remedy available to OSGH, OSGH shall be entitled to cancel the Contract and/or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Products have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17.       GENERAL

17.1    Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

17.2    No waiver by OSGH of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.3    If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

17.4    The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.

18.       LIEN

Without prejudice to any of its other rights against the Buyer, the Seller shall in respect of all unpaid debts due from a Buyer have a general lien on all materials and equipment and other property of the Buyer in it possession, and shall be entitled if any part of such debts shall remain unpaid at the expiration of 14 days after giving written notice to the Buyer requiring payment thereof to dispose of such materials, equipment and other property as it thinks fit and to apply the proceeds of sale (if any) in or towards payment of such debts.

Insofar as the Seller is under a duty pursuant to S.6 of the Health & Safety at Work Act 1974 in respect of the design, manufacture and supply of any article for use at work, the Buyer shall be deemed to have been afforded by the Seller reasonable opportunity for testing and examination of goods or materials prior to delivery to the Buyer in respect of their safety and any risk to health, and the Buyer shall be deemed to have afforded by the Seller adequate information about the goods and materials in respect of the use for which they are designed and have been tested and of any conditions necessary to ensure that when put to use they will be safe and without risk to health whether or not the said information has been requested by the Buyer.