Terms and Conditions of Sale

Introduction
1. Scope: These Conditions govern the sale of goods by us, Rowlinson Knitwear Limited trading as One+All and The Making Of, to the Customer (as defined below in clause 2) who places orders for such goods, where such orders are accepted by us in the manner described in these Conditions.
2. Our details: Rowlinson Knitwear Limited trading as One+All and The Making Of (company number 01072854) is a company registered in England and Wales whose 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.
3. Contacting us: To contact us you can telephone our customer service team at 0161 477 7791 or email us at theteam@oneandall.co.uk. If you wish to give us formal notice of any matter under the Contract, the procedure is set out in clause 12.11.
4. Placing an Order: Details of how you can place an Order with us are set out in clause 3. If you wish to place an Order with us, you must have an Account with us.

Interpretation

Definitions:

These Conditions use various words and expressions that have the meaning set out in the table below:

Account	the account that has been set up by us at your request which enables you to place Orders for and purchase Goods from us and, where you have a credit limit, to pay for them later in accordance with the terms and conditions agreed between us.
Advertising Material	as more particularly defined in clause 3.12 of these Conditions.
Approval Form	the written confirmation provided by the Customer to Rowlinson Knitwear Limited trading as One+All and The Making Of which confirms approval of a sample of the Branded Goods that has been provided by Rowlinson Knitwear Limited trading as One+All and The Making Of to the Customer, based on the information contained in the Design Request, prior to Rowlinson Knitwear Limited trading as One+All and The Making Of commencing production of the Goods detailed in the Order Confirmation(s).
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.
Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Care	as more particularly defined in clause 6.3.2.3 of these Conditions.
Conditions	the terms and conditions set out in this document as amended from time to time in accordance with clause 12.8 of these Conditions.
Contract	the contract between Rowlinson Knitwear Limited trading as One+All and The Making Of and the Customer for the sale and purchase of the Goods, incorporating these Conditions.
Customer	the person or firm who purchases the Goods from Rowlinson Knitwear Limited trading as One+All and The Making Of.
Customer Content	Any Branding or other content that is supplied by or on behalf of the Customer for inclusion in the Goods and set out in the Approval Form.
Customer IPRs	all Intellectual Property Rights relating to the Design Request and/or Branding of which the Customer is the owner or licensee and which are disclosed, licensed or provided to Rowlinson Knitwear Limited trading as One+All and The Making Of pursuant to these Conditions or any Contract.
Design Request	the most current details of the Branding supplied by the Customer to Rowlinson Knitwear Limited trading as One+All and The Making Of in a hard copy or electronic/digital form.
Delivery Location	has the meaning given in clause 5.
End User	the consumer who ultimately purchases the Goods and/or purchases and wears the Goods.
Force Majeure Event	has the meaning given in clause 11.1.
Goods	the goods (or any part of them) set out in the Order, and where appropriate including any Branding.
Intellectual Property Rights or IPRs	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.
Online Order	An Order for Goods that is placed by the Customer via the online ordering procedure on our website at www.oneandall.co.uk and www.themakingof.uk after the Customer has created an Account on such a website.
Order Confirmation	written acknowledgement or confirmation by Rowlinson Knitwear Limited trading as One+All and The Making Of of the Order in accordance with clause 3.4 or clause 3.10.
Order	the Customer's order for the Goods which is: For Orders that are placed by email or other similar method, as set in the Customer's purchase order form (in a format acceptable to us) ; For Orders that are placed during any telephone call between us and the Customer, as set out in the order form generated by us on behalf of the Customer based on telephone instructions of the Customer; For Online Orders, as described in clause 3.7.
Product Code	the unique identifier assigned to any finished Goods as more particularly set out in the most recent version of Rowlinson Knitwear Limited trading as One+All and The Making Of product brochure (for the avoidance of doubt to include any brochure, product or price guide or equivalent material appearing on Rowlinson Knitwear Limited trading as One+All and The Making Of website(s)).
Rowlinson Knitwear Limited trading as One+All and The Making Of, we or us.	Rowlinson Knitwear Limited trading as One+All and The Making Of whose registered office is at Unit 1a Discovery Park, Crossley Road, Stockport, England, SK4 5DZ registered in England and Wales with company number 01072854.
Website	our website at www.oneandall.co.uk and www.themakingof.uk

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email but not fax.

Basis of contract
1. These Conditions apply to all Contracts that are entered into between Rowlinson Knitwear Limited trading as One+All and The Making Of and the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions, which we may accept or refuse in our discretion. The Customer is responsible for ensuring that the terms of the Order are complete and accurate in all respects.
3. These Conditions and the Contract are made and interpreted only in the English language.
4. The Order shall only be deemed to be accepted, when Rowlinson Knitwear Limited trading as One+All and The Making Of issues an Order Confirmation to the Customer or otherwise accepts the Order in writing, at which point the Contract shall come into existence.
5. Your copy: You should print a copy of these Conditions or save them to your computer for future reference.
6. Placing an order: You can place an Order for Goods by Online Order (clause 3.7) or by email (clause 3.8) or telephone (clause 3.9) .
7. Online Orders. You should follow the onscreen prompts to place an Online Order. You may only submit an Online Order using the method set out on the Website. Each Online Order is an offer by the Customer to buy the Goods specified in the Order, subject to these Conditions.
  1. Correcting input errors. The order process on the Website allows you to check and amend any errors before submitting your Order for Goods to us. You should check the Online Order carefully before confirming it on the Website. You are responsible for ensuring that your Order and any Design Request submitted by you is complete and accurate.
  2. Acknowledging receipt of your Online Order for Goods. After the Customer has placed an Online Order for Goods, the Customer 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 3.7.3.
  3. Acceptance of Online Order: Our acceptance of the Online Order takes place when we issue the Customer with an Order Confirmation by email at which point the Contract between us and the Customer comes into existence.
8. Orders by Email: You can place an Order by email. Our email contact details are set out on the Website. The Customer shall ensure that the Order contains all information required by us.
9. Orders by Telephone: you can place an Order by telephone. Our telephone contact details are set out on the Website. For Orders that are placed during any telephone call between us and the Customer, we will record the details of the Order on behalf of the Customer based on telephone instructions of the Customer.
10. Acceptance of Telephone and Email Orders: Our acceptance of an Order placed by Telephone or Email takes place when we issue the Customer with an Order Confirmation by email or otherwise in writing (or when we signify acceptance by performance of the Contract) at which point the Contract between us and the Customer comes into existence.
11. Inability to supply Orders (Online, Telephone and Email). 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.
12. Advertising Material. Any samples, drawings, descriptive matter or advertising produced by Rowlinson Knitwear Limited trading as One+All and The Making Of and any descriptions or illustrations contained in or on Rowlinson Knitwear Limited trading as One+All and The Making Of catalogues, brochures and/or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them (“Advertising Material”). Advertising Material shall not form part of the Contract nor have any contractual force. For the avoidance of doubt, the Design Request and Approval Form are not included within the definition of Advertising Material. The Customer acknowledges and agrees that the Approval Form has contractual force and is part of the Contract as more particularly described in these Conditions.
13. Quotations. A quotation for the Goods given by Rowlinson Knitwear Limited trading as One+All and The Making Of shall not constitute an offer, and accordingly is not capable of acceptance by the Customer. A quotation shall unless agreed otherwise in writing only be valid for a period of 30 Business Days from its date of issue. If the Customer places an Order based on a Quotation, we may accept or decline such Order as stated in clause 3.2.
14. The Customer acknowledges and agrees that it is responsible for ensuring that the content of the Design Request and the Approval Form are complete and accurate in all respects.
15. Cancellation or variation of your Order. Once we have accepted an Order from the Customer, the Customer may not vary, amend, or cancel an Order without the prior written consent of Rowlinson Knitwear Limited trading as One+All and The Making Of (“Consent”). In the event that Rowlinson Knitwear Limited trading as One+All and The Making Of gives Consent to cancellation of an Order, the Customer shall be liable to reimburse Rowlinson Knitwear Limited trading as One+All and The Making Of (in the event of cancellation) all costs incurred by Rowlinson Knitwear Limited trading as One+All and The Making Of in connection with fulfilling the Order up until the date of Consent being granted, and/or (in the event of variation) all additional costs incurred by Rowlinson Knitwear Limited trading as One+All and The Making Of as a result of variation to fulfil the varied Order . Rowlinson Knitwear Limited trading as One+All and The Making Of will endeavour to notify the Customer of such costs when the Customer requests a cancellation or variation or if this is not possible as soon as reasonably practicable thereafter. Any Consent given to vary, amend or cancel an Order in accordance with this clause 3.15 will be given in writing. If you validly cancel or terminate the Contract pursuant to these Conditions prior to delivery of any Goods, we will refund your Account or appropriate card or account if you do not have an Account for the price you paid for the undelivered Goods, less any cancellation or other costs or charges that we are entitled to deduct under these Conditions (including any outstanding charges at the time of cancellation).
16. In the event that the Customer seeks to vary or amend the initial Approval Form (“Variation”) the Customer acknowledges and agrees that it will be responsible for the payment of all costs incurred by the Rowlinson Knitwear Limited trading as One+All and The Making Of in connection with the Variation and any subsequent Variations in addition to the price for the Goods as set out in the Order Confirmation.
17. For the avoidance of doubt no Goods are sold to the Customer by Rowlinson Knitwear Limited trading as One+All and The Making Of on a ‘sale or return basis’.
Goods
1. The Goods are described in Rowlinson Knitwear Limited trading as One+All and The Making Of catalogue and/or website as modified by any information contained in the Design Request, Confirmation Form and Branding.
2. The Customer hereby acknowledges and agrees that:
  1. the details of the Branding confirmed by the Customer in the Approval Form provided to Rowlinson Knitwear Limited trading as One+All and The Making Of, to include but not limited to, the measurements and the position of the Branding, are correct and accurate; and
  2. Rowlinson Knitwear Limited trading as One+All and The Making Of cannot accept the return of any Goods if the reason for the return is that the Customer has provided Rowlinson Knitwear Limited trading as One+All and The Making Of with Branding in the Order, Design Request or the Approval Form that are incorrect in any way.
3. Rowlinson Knitwear Limited trading as One+All and The Making Of will apply the Branding in accordance with the Customers instructions as more particularly set out in the Approval Form.
4. Rowlinson Knitwear Limited trading as One+All and The Making Of reserves the right to amend the Branding and/or specification of the Goods if required by any applicable statutory or regulatory requirements.
5. Rowlinson Knitwear Limited trading as One+All and The Making Of acknowledges that the Customer IPRs are and remain the exclusive property of the Customer or, where applicable, the third party licensor from whom the Customer derives the right to use them.
6. The Customer grants to Rowlinson Knitwear Limited trading as One+All and The Making Of a non-exclusive, transferable, royalty-free licence (including the right to grant sub-licences to permitted subcontractors) to use the Customer Content and Customer IPRs solely for the purpose of performing its obligations under this Contract. The Customer warrants that it has all necessary rights to grant this licence and that the use by Rowlinson Knitwear Limited trading as One+All and The Making Of, in accordance with the Contract, will not infringe the Intellectual Property Rights of any third party. If Rowlinson Knitwear Limited trading as One+All and The Making Of has reason to believe that the Customer is in breach of this warranty, it may cease work and/or terminate the Contract by written notice.
7. Rowlinson Knitwear Limited trading as One+All and The Making Of's use of any Branding is limited to applying it to the Goods in the form and manner specified by the Customer in the Order Confirmation or Approval Form, and not otherwise.
8. The Customer shall indemnify Rowlinson Knitwear Limited trading as One+All and The Making Of against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Rowlinson Knitwear Limited trading as One+All and The Making Of arising out of or in connection with the use by Rowlinson Knitwear Limited trading as One+All and The Making Of, of the Customer IPR or the Customer Content (such "use" to include but not be limited to the inclusion of the Customer Content in the Goods as approved by the Customer and the subsequent sale of such goods) and any claim or allegation that such use infringes any Intellectual Property Rights or moral rights of any third party.
Delivery
1. Rowlinson Knitwear Limited trading as One+All and The Making Of shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the despatch date, despatch note number and sales order number. Rowlinson Knitwear Limited trading as One+All and The Making Of shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree in writing (“Delivery Location 1”) at any time after Rowlinson Knitwear Limited trading as One+All and The Making Of notifies the Customer that the Goods are ready for delivery. In the alternative, if the Customer has arranged with Rowlinson Knitwear Limited trading as One+All and The Making Of to collect the Goods from Rowlinson Knitwear Limited trading as One+All and The Making Of's premises, these Goods shall be made available for collection at Unit 1a Discovery Park, Crossley Road, Stockport, England, SK4 5DZ or such other alternative location as may be advised by Rowlinson Knitwear Limited trading as One+All and The Making Of prior to delivery (“Delivery Location 2”) and shall be collected by the Customer within three Business Days of Rowlinson Knitwear Limited trading as One+All and The Making Of notifying the Customer that the Goods are ready for collection.
2. Delivery is completed on the completion of the unloading of the Goods at the Delivery Location 1; or in the alternative in the event that the Customer has arranged to collect the Goods at Delivery Location 2 then, Delivery is completed on the completion of the loading of the Goods onto the transport vehicle supplied by the Customer at the Delivery Location 2.
3. Any dates quoted for delivery are approximate only, and the time of delivery at any Delivery Location is not of the essence. Without prejudice to the foregoing, Rowlinson Knitwear Limited trading as One+All and The Making Of shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Rowlinson Knitwear Limited trading as One+All and The Making Of with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4. If Rowlinson Knitwear Limited trading as One+All and The Making Of fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Rowlinson Knitwear Limited trading as One+All and The Making Of shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Rowlinson Knitwear Limited trading as One+All and The Making Of with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. Save for circumstances where the parties agree in writing that Rowlinson Knitwear Limited trading as One+All and The Making Of will store the Goods on behalf of the Customer, if following three Business Days after the day on which Rowlinson Knitwear Limited trading as One+All and The Making Of notifies the Customer that the Goods are ready for delivery, the Customer has not accepted actual delivery of them at Delivery Location 1, or taken Delivery at Delivery Location 2, Rowlinson Knitwear Limited trading as One+All and The Making Of may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. The Customer hereby acknowledges and agrees that if the Goods are of a bespoke nature and have been customised in accordance with the Branding then in that event Rowlinson Knitwear Limited trading as One+All and The Making Of will be unable to resell the Goods.
6. If Rowlinson Knitwear Limited trading as One+All and The Making Of delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them and/or any subsequent instalment any/or other goods ordered subsequent to the Order and constituting a separate order; but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the invoice in respect of the relevant Order.
7. Subject to the provisions of clause 5.8, Rowlinson Knitwear Limited trading as One+All and The Making Of may deliver the Goods by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
8. In the event that the Customer has agreed with Rowlinson Knitwear Limited trading as One+All and The Making Of that it will store, all or some of the Goods for such periods as may be agreed with the Customer (‘Customer Storage’), then notwithstanding any Customer Storage arrangement that is put in place, the Customer will pay for the entirety of the Goods strictly in accordance with the provisions of these Conditions and in particular clause 8.
9. International delivery.
  1. Rowlinson Knitwear Limited trading as One+All and The Making Of delivers to certain locations outside of the United Kingdom (“International Delivery Destinations”) but only if the Customer has opened an Account with us. If the Customer orders Goods (from our Website or by Telephone or Email Order), there may be certain taxes that the Customer is required to pay and/or restrictions on Goods for certain International Delivery Destinations. The Customer shall ensure that you check the applicable costs and laws that apply to the country of import specified by the Customer. If Rowlinson Knitwear Limited trading as One+All and The Making Of is unable to deliver the Goods to your requested country or delivery destination, we will advise you accordingly prior to Order Confirmation.
  2. If you order Goods from our Website (or otherwise) for delivery to one of the International Delivery Destinations, as indicated above in clause 5.9.1, your Order may be subject to import duties and taxes which are applied when the Goods arrive in that International Delivery Destination. You are responsible for paying any such applicable import duties and taxes. Rowlinson Knitwear Limited trading as One+All and The Making Of has no control over these charges, and cannot predict their amount.
  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.
  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.
Quality
1. Rowlinson Knitwear Limited trading as One+All and The Making Of warrants that on delivery, and for a period of 12 months from delivery, the Goods shall:
  1. conform in all material respects with their description in the Order Confirmation and if appropriate any Approval Form; and
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
2. Subject to clause 6.3, if:
  1. the Customer gives notice in writing to Rowlinson Knitwear Limited trading as One+All and The Making Of within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
  2. Rowlinson Knitwear Limited trading as One+All and The Making Of is given a reasonable opportunity of examining such Goods; and
  3. the Customer (if asked to do so by Rowlinson Knitwear Limited trading as One+All and The Making Of) returns such Goods to Rowlinson Knitwear Limited trading as One+All and The Making Of's place of business, Rowlinson Knitwear Limited trading as One+All and The Making Of shall, at its option, repair or replace any defective Goods or Goods that fail to comply with clause 6.1, or refund the price of the defective Goods in full. Any refund will be 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.
3. Rowlinson Knitwear Limited trading as One+All and The Making Of shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
  1. the Customer or End User makes any further use of such Goods after giving notice in accordance with clause 6.2;
  2. the defect arises because the Customer and/or the End User failed to:
    1. treat the Goods with reasonable care; or
    2. make use of them in a reasonable manner; or
    3. follow Rowlinson Knitwear Limited trading as One+All and The Making Of's oral or 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 wear and abrasion and/or ensuring the Goods are stored out of direct sunlight, or (if there are no such instructions) to take reasonable care and practice regarding the same (“Care”);
  3. the defect arises because the Customer has failed to inform the End User to follow oral or written instructions as to the Care;
  4. the defect arises as a result of Rowlinson Knitwear Limited trading as One+All and The Making Of following any drawing, design, including Design Request or any information relating to Branding, for the avoidance of doubt to include, but not limited to any information set out in the Order, Design Request and/or the Approval Form supplied by the Customer;
  5. the Customer or End User alters or repairs the Goods without the prior written consent of Rowlinson Knitwear Limited trading as One+All and The Making Of;
  6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal and/or inappropriate Care, use, storage or other material conditions; or
  7. the Goods differ in a material respect from their description and/or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4. Except as provided in this clause 6, Rowlinson Knitwear Limited trading as One+All and The Making Of shall have no liability to the Customer and/or the End User in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
5. 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.
6. 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 and/or that may be applicable to the sale or use of the Goods outside the UK.
7. The images of the Goods on the Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the Customer’s computer's display of the colours accurately reflects the colour of the Goods. The colour of the Goods delivered to the Customer may vary slightly from those images. Accordingly, these images will not form part of the Contract or any specification.
8. Although we have made every effort to be as accurate as possible when describing the Goods on our Website, there may be differences in sizes, weights, capacities, dimensions, and measurements of the delivered Goods to those indicated on our Website.
9. The packaging of the Goods may vary from that shown on images on the Website.
10. These Conditions shall apply to any repaired or replacement Goods supplied by Rowlinson Knitwear Limited trading as One+All and The Making Of.
Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until the earlier of:
  1. Rowlinson Knitwear Limited trading as One+All and The Making Of receives payment in full (in cash or cleared funds) for the Goods and any other goods that Rowlinson Knitwear Limited trading as One+All and The Making Of has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums; and
  2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rowlinson Knitwear Limited trading as One+All and The Making Of's property;
  2. not alter the Goods or remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. notify Rowlinson Knitwear Limited trading as One+All and The Making Of immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
  5. give Rowlinson Knitwear Limited trading as One+All and The Making Of such information as Rowlinson Knitwear Limited trading as One+All and The Making Of may reasonably require from time to time relating to:
    1. the Goods; and
    2. the ongoing financial position of the Customer.
4. Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rowlinson Knitwear Limited trading as One+All and The Making Of receives payment for the Goods. However, if the Customer resells the Goods before that time:
  1. it does so as principal and not as Rowlinson Knitwear Limited trading as One+All and The Making Of’s agent; and
  2. title to the Goods shall pass from Rowlinson Knitwear Limited trading as One+All and The Making Of to the Customer immediately before the time at which resale by the Customer occurs.
5. At any time before title to the Goods passes to the Customer, Rowlinson Knitwear Limited trading as One+All and The Making Of:
  1. may by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
  2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, Rowlinson Knitwear Limited trading as One+All and The Making Of and/or its nominees, may at the expense of the Customer and at it sole discretion, immediately and without notice enter any premises of the Customer or of any third party, with such other personnel where the Goods are stored in order to recover them. The parties agree and acknowledge that in the event that the Customer applies any logo, insignia or other branding to any Goods prior to resale, such Goods shall not be treated as having been incorporated into another product and title in such Goods shall not be treated as having passed to the Customer as a result of the application or addition of such logo, insignia or branding.
Price and payment
1. For Online Orders, the price of the Goods shall be those quoted on our Website at the time you submit your Order unless we notify the Customer otherwise in writing (including as part of the Online Order process) prior to Order Confirmation, in which case the price will be the price notified to the Customer.
2. For all other Orders (Telephone and Email), the price of the Goods shall be the price set out in Rowlinson Knitwear Limited trading as One+All and The Making Of published price list in force as at the date of delivery or other price agreed between Rowlinson Knitwear Limited trading as One+All and The Making Of and the Customer in writing or notified to the Customer prior to Order Confirmation.
3. Subject always to the provisions of clauses 3.15 and 3.16 of these Conditions, Rowlinson Knitwear Limited trading as One+All and The Making Of may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any factor beyond Rowlinson Knitwear Limited trading as One+All and The Making Of's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or any Branding; or
  3. any delay caused by any instructions of the Customer or failure of the Customer to give Rowlinson Knitwear Limited trading as One+All and The Making Of adequate or accurate information or instructions.
4. The price of the Goods:
  1. excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Rowlinson Knitwear Limited trading as One+All and The Making Of at the prevailing rate, subject to the receipt of a valid VAT invoice. However, if the rate of VAT changes between the date of Order and the date of delivery, we will adjust the VAT the Customer pays, unless the Customer has already paid for the Goods in full before the change in VAT takes effect;
  2. subject to the provisions of clause 8.4.3, excludes the costs and charges of packaging, insurance, transport and delivery of the Goods, which shall be invoiced to the Customer, unless the Order Confirmation is for a sum in excess of £175 excluding VAT (or such sum as is notified to you in writing prior to Order Confirmation) when such sum shall be inclusive of the cost of packaging, insurance and transport for deliveries in mainland UK; and
  3. in relation to any Orders placed outside of mainland UK, regardless of the value of the Order, the Customer shall be responsible for the costs and charges of packaging, insurance, transport and delivery of the Goods.
5. Rowlinson Knitwear Limited trading as One+All and The Making Of may invoice the Customer for the Goods on or at any time after the Order Confirmation has been issued.
6. The Customer shall pay each invoice submitted by Rowlinson Knitwear Limited trading as One+All and The Making Of:
  1. in accordance with any payment terms agreed by Rowlinson Knitwear Limited trading as One+All and The Making Of and confirmed in writing to the Customer (“Payment Conditions”);
  2. in the absence of any agreed Payment Conditions, payment shall be due in full on the date of the Order Confirmation;
  3. For Online Orders, by using your Account (unless agreed otherwise in writing by Rowlinson Knitwear Limited trading as One+All and The Making Of) ; and
  4. in pounds sterling and in cleared funds to a bank account nominated in writing by Rowlinson Knitwear Limited trading as One+All and The Making Of.
  5. If the Customer fails to make a payment due to Rowlinson Knitwear Limited trading as One+All and The Making Of under the Contract by the due date, then, without limiting Rowlinson Knitwear Limited trading as One+All and The Making Of remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Time for payment of each invoice submitted by Rowlinson Knitwear Limited trading as One+All and The Making Of shall be of the essence of the Contract.
7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. The Customer hereby acknowledges and agrees that it will indemnify Rowlinson Knitwear Limited trading as One+All and The Making Of for all administrative costs and expenses (including legal costs) incurred by it in connection with the recovery and collection of any overdue sum due by the Customer to Rowlinson Knitwear Limited trading as One+All and The Making Of pursuant to these terms.
Limitation of liability
1. The restrictions on liability in this clause 9 shall apply to every liability howsoever arising under or in connection with any Contract or these Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, subject to clause 9.2.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  4. defective products under the Consumer Protection Act 1987.
3. Subject to clause 9.2, Rowlinson Knitwear Limited trading as One+All and The Making Of's total liability to the Customer:
  1. in respect of any single claim or series of related claims shall not exceed an amount equal to twice the amounts charged by Rowlinson Knitwear Limited trading as One+All and The Making Of for the Goods that are the subject of the claim or related claims (subject to clause 9.3.2);
  2. In respect of all and any claims arising in any successive 12 month period commencing on the date of the acceptance by Rowlinson Knitwear Limited trading as One+All and The Making Of of the Customer’s first Order for Goods, shall not exceed (in the aggregate) the amounts invoiced by Rowlinson Knitwear Limited trading as One+All and The Making Of to the Customer during such 12 month period.
4. Subject to clause 9.3, the following types of loss are wholly excluded:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
5. This clause 9 shall survive termination of the relevant Contract or these Conditions.
Termination
1. Without limiting its other rights or remedies, Rowlinson Knitwear Limited trading as One+All and The Making Of may terminate any and all Contracts with immediate effect by giving written notice to the Customer if:
  1. the Customer commits a material breach of any term of any Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of the Customer being notified in writing to do so;
  2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
2. Without limiting its other rights or remedies, Rowlinson Knitwear Limited trading as One+All and The Making Of may suspend provision of the Goods under the Contract or any other contract between the Customer and Rowlinson Knitwear Limited trading as One+All and The Making Of if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or Rowlinson Knitwear Limited trading as One+All and The Making Of reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, Rowlinson Knitwear Limited trading as One+All and The Making Of may terminate any Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under such Contract on the due date for payment.
4. On termination of any Contract for any reason the Customer shall immediately pay to Rowlinson Knitwear Limited trading as One+All and The Making Of all of Rowlinson Knitwear Limited trading as One+All and The Making Of's outstanding unpaid invoices and interest and, in respect of Goods supplied under that Contract but for which no invoice has been submitted, Rowlinson Knitwear Limited trading as One+All and The Making Of shall submit an invoice, which shall be payable by the Customer immediately on receipt.
5. Termination of any Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
6. Any provision of any Contract that expressly or by implication is intended to come into or continue in force on or after termination of such Contract shall remain in full force and effect.
Force majeure
1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
  1. acts of God, flood, drought, earthquake or other natural disaster;
  2. epidemic or pandemic;
  3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. collapse of buildings, fire, explosion or accident;
  7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Customer seeking to rely on this clause, or companies in the same group as the Customer);
  8. non-performance by suppliers or subcontractors; and
  9. interruption or failure of utility service.
2. Provided it has complied with clause 11.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Conditions or any Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Conditions or any Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
3. The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
4. The Affected Party shall:
  1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 10 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, it’s likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
  2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
5. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 26 weeks, the party not affected by the Force Majeure Event may terminate the relevant Contract or Contracts by giving 2 weeks' written notice to the Affected Party.
General
1. Assignment and other dealings.
  1. Rowlinson Knitwear Limited trading as One+All and The Making Of may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rowlinson Knitwear Limited trading as One+All and The Making Of.
2. Confidentiality.
  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.2.
  1. Each party may disclose the other party's confidential information:
    1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
4. Anti-bribery and anti-corruption.
  1. The parties shall each:
    1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
    2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
    3. have and shall maintain in place throughout the term of any Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements,
    4. notify the other party (in writing) if it becomes aware of any breach of clause 12.4.1.1 or clause 12.4.1.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Contract;
    5. immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of that party or acquires a direct or indirect interest in the party in question.
5. Breach of clause 12.4 shall be deemed a breach of a material clause under clause 10.1 of these Conditions.
6. For the purpose of clause 12.4, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 12.6, a person associated with a party includes but is not limited to any subcontractor of a party.
7. Entire agreement.
  1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
8. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11. Notices.
  1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
    1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    2. sent by email to the address most recently used by the respective parties.
  2. Any notice shall be deemed to have been received:
    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
    3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.11.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  4. A notice given under the Contract is not valid if sent by fax.
12. Personal Data. Any personal data that is collected by us in the course of our dealings with the Customer will be processed in accordance with our privacy policy https://oneandall.co.uk/privacy.
13. Third party rights.
  1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
15. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

Effective date: 1st December 2023.