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Terms and Conditions of Sale (Online Orders)

Effective: January 2022

1. OPERATIVE PROVISIONS

In these Terms the following words and phrases shall be defined as follows:

Account

the credit account that has been set up by us at your request which enables you as a buyer, to purchase Goods from us as the supplier and pay for them later in accordance with the terms and conditions agreed between us.

Approval Form

the written confirmation provided by you to us which confirms approval of the sample of the Branded Goods (‘Sample’) that has been provided by us to you, based on the information contained in the Design Request, prior to us commencing production of the Goods detailed in the Order Confirmation(s).

Business Day

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Branding

the embroidery, imprint, logo, graphic mark, symbol, design, characteristic and or text to include but not limited to any typeface and/or colour to be applied or affixed to the Goods, details of which are as more particularly set out and/or referred to in the Approval Form.

Customer IPRs

all Intellectual Property Rights relating to the Design Request and/or Branding of which you are the owner or licensee and which are disclosed, licensed or provided to us pursuant to these Terms.

Design Request

the most current details of the Branding supplied by you to us in a hard copy or electronic/digital form.

End User

the consumer who ultimately purchases the Goods and/or purchases and wears the Goods.

Intellectual Property Rights or IPR’s

patents, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Confirmation

as defined in clause 4.4. below of these Terms.

2. About us

2.1. Company details. Rowlinson Knitwear Limited trading as ONE+ALL (company number 01072854) (we and us) is a company registered in England and Wales and our registered office is at Unit 1a Discovery Park, Crossley Road, Stockport, England, SK4 5DZ. Our VAT number is 157 7684 18. We operate the website www.oneandall.co.uk.

2.2. Contacting us. To contact us telephone our customer service team at 0161 477 7791 or email theteam@oneandall.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 17.2.

2.3. Please note that you can only place an order online with us if you have an Account with us.

3. Our contract with you

3.1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, and no other terms are implied by trade, custom, practice, or course of dealing. Any supply by us to you of any services would be the subject of a separate contract and are not governed by the Contract or these Terms.

3.2. Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.3. Language. These Terms and the Contract are made only in the English language.

3.4. Your copy. You should print a copy of these Terms or save them to your computer for future reference.

4. Placing an order and its acceptance

4.1. Placing your order for Goods. Please follow the onscreen prompts to place an order.  You may only submit an order using the method set out on the site.  Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

4.2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order for Goods to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

4.3. Acknowledging receipt of your order for Goods. After you place an order for Goods, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4.

4.4. Accepting your order.  our acceptance of your order takes place when we send the order confirmation email to you to accept it (Order Confirmation), at which point the Contract between you and us will come into existence.

4.5. If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

4.6. Please note a quotation for the Goods given by us shall not constitute an offer. A quotation shall unless agreed otherwise in writing will only be valid for a period of 30 Business Days from its date of issue.

 

5. Cancelling your order and obtaining a refund

5.1. Once we have accepted your Order, you may not vary, amend, or cancel the Contract unless we expressly consent to this in writing (“Consent”).  

5.2. Please note that any Consent will be subject to you agreeing as a condition of any proposed Consent that you will pay to us all costs that have been reasonably incurred by us in fulfilling the Order or ancillary thereto up until the date of any Consent being granted (Cancellation Costs).  Please note that any proposed Cancellation Costs will be notified to you when you request a cancellation or if this is not possible as soon as reasonably practicable thereafter. This information will enable you to consider whether you wish to agree to the Consent.  Provided that you agree to the Cancellation Costs that we propose to you, pursuant to the provisions of this clause, as a condition of any proposed Consent, then in that event we will email you to confirm we have granted Consent and that your Contract has been cancelled.

5.3. If you have returned the Goods to us under this Clause 5 because they are faulty or mis-described, we will refund the price of the Goods and will refund you to your account if you have an account with us or if you do not have an account, on the credit card or debit card used by you to pay.

5.4. If you validly cancel the Contract pursuant to these Terms, we will refund your Account for the price you paid for the Goods, please note this will be less the Cancellation Costs (Refund). 

5.5. Please note We may deduct from any Refund an amount for the supply of the Goods provided for the period up to the time when we agreed to any Consent agreed in accordance with Clause 5.1. above. The amount we deduct will reflect the amount that has been supplied as a proportion of the entirety of the Contract.

6. Our goods 

6.1. The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.   They will not form part of the Contract or have any contractual force.

6.2. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions, and measurements indicated on our site have a 5% tolerance.

6.3. The packaging of your Goods may vary from that shown on images on our site.

6.4. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Goods, and we will notify you in advance of any such amendment.

6.5. We will use our reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to deliver the Goods by such dates will not give you the right to terminate the Contract.

7. Your obligations

7.1. It is your responsibility to ensure that:

7.1.1. the terms of your order are complete and accurate;

7.1.2. you comply with all applicable laws, 

7.1.3. the Goods are suitable for any Branding to be attached or applied to them.

7.1.4. The Goods are suitable for the purposes and/or circumstances for which you and/or the End User intend to use them.

8. Delivery, transfer of risk and title

8.1. We will contact you with an estimated delivery date, which will usually be within 5 business days of our accepting your Order as more particularly set out in clause 4.5 above after the date on which we email you our Order Confirmation to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 16 (Events outside our control) for our responsibilities when this happens.

8.2. We shall ensure that the delivery of the Goods is accompanied by a delivery note that shows the despatch date, despatch note number, sales order number and, if the Goods are being delivered by instalments, the balance of Goods remaining to be delivered.

8.3. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order or if you have arranged to collect the Goods from us when they are collected by you, or a carrier organised by you to collect them from us and the Goods will be at your risk from that time.

8.4 Title to the Goods shall not pass to you until the earlier of:

8.4.1. we receive payment in full of the amount outstanding on your Account (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

8.4.2. if you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 8.6.

8.5. Until title to the Goods has passed to you, you shall:

8.5.1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;

8.5.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

8.5.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

8.5.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.4; and

8.5.5. give us such information as we may reasonably require from time to time relating to:

8.5.5.1. the Goods; and

8.5.5.2. your ongoing financial position.

8.6. Subject to Clause 8.7 you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:

8.6.1. you do so as principal and not as our agent; and

8.6.2. title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.

8.7. At any time before title to the Goods passes to you, we may:

8.7.1. by notice in writing, terminate your right under clause 8.6 to resell the Goods or use them in the ordinary course of its business; and

8.7.2. require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

8.8. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment. 

8.9. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

8.10. If you fail to take delivery within 3 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.

9. International delivery

9.1. We deliver to the United States of America and Europe (International Delivery Destinations) but only to those customers who have opened an Account with us. However, there may be certain taxes that you are required to pay and/or restrictions on some Goods for certain International Delivery Destinations. Please ensure that you check the applicable costs and laws that apply to the country you wish to import our Goods into.  If we are unable to deliver the Goods to your requested international delivery destination, we will advise you accordingly in accordance with the provisions of clause 4.5 above. 

9.2. If you order Goods from our site for delivery to one of the International Delivery Destinations, as indicated above in clause 9.1 your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges, and we cannot predict their amount.

9.3. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

9.4. You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.

10. Price of goods and delivery charges

10.1. The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 10.5 for what happens if we discover an error in the price of Goods you ordered. 

10.2. Prices and Charges for our Goods may change from time to time, but changes will not affect any order you have already placed.

10.3. The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

10.4. The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our delivery charges set out in our price list.

10.5. We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered, we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

11. How to pay

11.1. You can only pay for Goods using your Account.

11.2. We will not charge your Account until we dispatch your Goods.

11.3. You shall be required to pay all amounts due under this Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.4. We would draw your attention to the delivery charges that you will be charged.  Our delivery charges are as more particularly referred to in clause 10.4

12. Our warranty for the goods

12.1. The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations, or standards outside the UK.

12.2. We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:

12.2.1. subject to clause 5, conform in all material respects with their description; and

12.2.2. be free from material defects in design, material, and workmanship; and

12.2.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); 

12.3. Subject to clause 12.4, if:

12.3.1. you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 12.2;

12.3.2. we are given a reasonable opportunity of examining the Goods; and

12.3.3. we ask you to do so, you return the Goods to us at your cost, we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

12.4. We will not be liable for breach of the warranty set out in clause 12.2 if:

12.4.1. You or the End User make any further use of the Goods after giving notice to us under clause 12.3;

12.4.2. the defect arises as a result of us following any drawing, design or specification, Design Request and/or Branding supplied by you;

12.4.3. you and/or the End User alter or repair the Goods without our written consent;

12.4.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; 

12.4.5. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

12.4.6. you or the End User fail to follow our written instructions as to the storage, use and/or care of the Goods for the avoidance of doubt, to include, but not limited to washing instructions, and/or stretching, and/or subjecting the Goods to excess ware and abrasion and/or ensuring the Goods are stored out of direct sunlight, or (if there are no such instructions) failing to follow  reasonable care and practice regarding the same.

12.5. We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 12.2 to the extent set out in this clause 12.

12.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

12.7. The terms implied by sections 3, 4 and 5 of the Supply of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

12.8. These Terms also apply to any repaired or replacement Goods supplied by us to you.

13. How we may use your personal information

13.1. We will use any personal information you provide to us to:

13.1.1. provide the Goods;

13.1.2. process your payment for the Goods; and

13.1.3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

13.2. We will process your personal information in accordance with our privacy policy https://oneandall.co.uk/privacy, the terms of which are incorporated into this Contract.

14. Our liability: your attention is particularly drawn to this clause

14.1. References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, under statute or otherwise.

14.2. Nothing in these Terms limits or excludes our liability for:

14.2.1. death or personal injury caused by our negligence;

14.2.2. fraud or fraudulent misrepresentation;

14.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

14.2.4. any other liability that cannot be limited or excluded by law.

14.3. Subject to clause 14.2, we will under no circumstances be liable to you for:

14.3.1. any loss of profits, sales, business, or revenue; or

14.3.2. loss or corruption of data, information, or software; or

14.3.3. loss of business opportunity; or

14.3.4. loss of anticipated savings; or

14.3.5. loss of goodwill; or

14.3.6. any indirect or consequential loss.

14.4. Subject to clause 14.2 and clause 14.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed £5,000,000.

14.5. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

14.6. Nothing in the Terms shall limit or affect the exclusions or limitations set out in the Website Terms and Conditions of Use.

14.7. This clause 14 will survive termination of the Contract.

15. Termination

15.1. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

15.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 3 days of you being notified in writing to do so;

15.1.2. you fail to pay any amount due under the Contract on the due date for payment;

15.1.3. you suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business; or

15.1.4. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

15.2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

15.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16. Events outside our control

16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

16.2.1. we will contact you as soon as reasonably possible to notify you; and

16.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

16.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

17. Communications between us

17.1. When we refer to "in writing" in these Terms, this includes email.

17.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.

17.3. A notice or other communication is deemed to have been received:

17.3.1. if delivered by hand, at the time the notice is left at the proper address;

17.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

17.3.3. if sent by email, at 9.00 am the next working day after transmission.

17.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

17.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18. General

18.1. Assignment and transfer.

18.1.1. We may assign or transfer our rights and obligations under the Contract to another entity by posting on this webpage if this happens.

18.1.2. You may only assign or transfer your rights or your obligations under the Contract to another person if we first agree in writing.

18.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

18.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

18.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

18.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

18.6. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.