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Terms & Conditions of Orders

White2Label Manufacturing Ltd. Terms & Conditions

DEFINITION/INTERPRETATION
In this document the following words shall have the following meanings:

“Agreement” means the Terms and Conditions together with the terms of any applicable Specification Documents;

“Seller” means White2Label Manufacturing Ltd. incorporated in England and Wales with the company number 11484223;

“Customer” means the person who accepts a quotation of the Seller for the sale of Goods or Services or whose order for the goods or services is accepted by the Seller the organisation or person who purchases goods and services from the seller;

“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademark, know-how, databases and all other forms of intellectual property wherever in the world enforceable;

“Specification Document” means statement of work, quotation or other similar document describing the goods and services to be provided by the supplier;

“Fees” means the price or rate for the project given in the Order Acknowledgement;

“Products” means the Goods and Services sold and to be delivered by the Seller according to the agreed specification and/or specification shown on the Order Acknowledgement.

“Order Acknowledgement” shall mean any written instrument confirming an order sent by letter, fax, or electronic means; With the exception of clause __ hereunder, any failure to meet the time schedules or dates set forth in these General Conditions shall automatically constitute the failing party to be in default, without any formal notice being required.  

VALIDITY OF GENERAL CONDITIONS 2.1

These General Conditions shall apply to any offer and agreement for the purchase and sale of Products and to any ensuing obligation or other legal relationship between the Seller and the Customer.

2.2 The relevant General Conditions of the Customer shall also apply to the extent they do not conflict with these General Conditions. If any of the Customer’s General Conditions are in conflict with these General Conditions, the latter shall prevail, even if the General Conditions of the Customer contain a similar prevalence clause.

2.3 Deviation from these General Conditions shall only be possible by mutual written agreement signed by both parties.  

BASIS OF SALE 3.1

The Seller shall sell and the Customer shall purchase the Products in accordance with any written quotation of the Seller which is accepted by the Customer, or any written order of the Customer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

3.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Seller.

3.3 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach resulting from any representations that are not so confirmed by the Seller personally.

3.4 Any advice or recommendation given by the Seller or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Customer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.  

ORDERS AND SPECIFICATION

4.1 No Quotation shall become binding upon the Company until the Company has accepted the Customer’s Order. Each Order shall be deemed to be an offer by the Customer to purchase the Products from the Company subject to these Conditions.

4.2 No Order shall be accepted until the Seller has issued an Order Acknowledgment or (if earlier) the Seller delivers the Products to the Customer. Any Order Acknowledgment shall be issued at the Seller’s sole discretion.

4.3 No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.

4.4 The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

4.5 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Customer)or the Customer’s order (if accepted by the Seller).

4.6 All orders are subject to a potential +/- 10% order quantity deviance from the original order specification purchased due to raw material excesses/shortages and defects during production.

4.7 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer the Customer shall indemnify the Seller against all loss damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Customer’s specification.

4.8 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

4.9 No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in Writing of the Seller and the Customer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.

4.10 Without prejudice to the generality of the foregoing, should the Customer purport without the agreement in Writing of the Seller to cancel any order which has been accepted by the Seller or refuse to accept delivery of any of the Goods such action shall constitute a breach of the agreement and, at the option of the Seller, the Seller shall be entitled to require the Customer to pay to the Seller by way of liquidated damages an amount equivalent to 100% of the invoice value of the order so purported to be cancelled or 100% of the invoice value of the Goods delivery of which is so refused (as the case may be).  In the event of the Seller so requiring the Customer shall pay such amount to the Seller (without any deduction) within 7 days of receiving from the Seller written notification of the amount required to be paid.

4.11 For the avoidance of doubt, in the event that the Seller opts to require the Customer to pay liquidated damages as set out above, and the Customer duly pays such liquidated damages, neither party shall have any further liability to the other in relation to the Goods in respect of which such liquidated damages are paid.  

BASIS OF CHARGE/PRICES

5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.

5.2 The Seller reserves the right to adjust the Price should the Customer delay delivery or amend the ordered quantity.

5.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Customer and the Seller, all prices are given by the Seller are exclusive of carriage charges.

5.4 The Seller reserves the right to adjust the quantity of the Products from that shown on the Order Acknowledgement, in which case the total price and thus the invoice value shall be altered accordingly.

5.5 All prices shall be exclusive of VAT which, if applicable, shall be specified separately in the invoice.    

TERMS OF PAYMENT

6.1 The Customer shall make a full payment (100%) upfront of the agreed price, unless otherwise agreed in writing by the Seller and detailed on the Order Acknowledgment.

6.2 No payment shall be deemed to have been received until the Seller has received payment in full and in cleared funds.

6.3 The Customer shall make all payments under the Agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

6.4 If the Customer fails to make any payment up front, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
6.4.1 cancel the contract or suspend any further deliveries to the Customer;
6.4.2 appropriate any payment made by the Buyer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Customer).

6.5 In case of non-payment or late payment, any other claims the Seller may have towards the Customer shall become due and payable upon formal notice, without proof of default. Any costs incurred by the Seller, in or out of court, shall be borne entirely by the Customer.  
6.5 (ii) the seller reserves the right to charge the buyer storage fees where late payment had resulted in the seller having to store the customers items for a prolonged period of time. The fee will be estimated at £10 GBP per calendar day for every box kept in storage for more than 10 working days after the final invoice is sent.

DELIVERY AND RISK

7.1 Without prejudice to clauses 7.2, 7.3 and 7.4 hereunder, the Customer shall be responsible for the cost of delivery and for the risk for the carriage of the Products to its own premise. The risk and responsibility for the goods shall be transferred to Customer as soon as the Products are made available for delivery by the Seller in accordance with the agreement.

7.2 The Seller shall not be made responsible for any damage or loss of items in transit between the manufacturer and the Customer.

7.3 The measurement of the customised Products are intended to be an estimate only. Inch difference between Order Specification and Goods will be deemed permissible- in accordance with the manufacturers tolerance.
7.3.1 The Seller or manufacturer are not responsible for an accepted defect rate (5% of bulk order).

7.4 The Seller shall not be made responsible for measurement or quality discrepancies pertaining to the pattern of stitching in the Products by the manufacturer.

7.5 Delivery dates are indicative only, subjected to the part of manufacturer; late delivery shall not entitle the Customer to consider the agreement dissolved or claim damages. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing, in which case the seller must confirm, with absolute certainty that the products will be delivered by a set date. The Seller shall not be liable for delayed deliveries or the consequences thereof.  

7.6 The Seller agrees to inform and give the Customer reasonable notice in case of any delay by the manufacturer. If the Seller fails to deliver the Goods for any reason, other than any cause beyond the Seller’s reasonable control or the Customer’s fault, and the Seller is accordingly liable to the Customer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.7 For the avoidance of doubt, nothing contained in this Clause shall entitle the  Customer to return any of the Goods to the Seller save as expressly provided in these terms and conditions or as expressly agreed in writing between the Seller and the Customer.  

WARRANTIES AND LIMITATION OF LIABILITIES

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.

8.2 The Seller agrees to check on the outsourced customized garments to ensure quality control.  The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer:
8.2.2 the Seller 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 the Seller’s instructions (whether oral or in writing), misuse or alternation or repair of the Goods without the Seller’s approval.
8.2.3 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.  

8.3 The Seller agrees to recover the losses and issue a refund to the Customer where necessary. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions.  

8.5 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Customer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered In accordance with the Contract.

8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.

8.7 The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any
8.7.4 governmental, parliamentary or local authority;
8.7.5 import or export regulations or embargoes;
8.7.6 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.7.7 difficulties in obtaining raw materials labour, fuel, parts or machinery;
8.7.8 power failure or breakdown in machinery;
8.7.9 in any event, delays caused by the Customer;
8.7.10 any public holidays or events that coincide with the timing of production.  

IMAGERY AND ORDER QUANTITIES

9.1 All images of items within the sellers catalogue are for reference only. The imagery and colour-pallets are an indication of the final product may be subject to variation. We strongly advise all customers sample every style prior to commencing to a bulk order to ensure they're 100% satisfied with the style and colour purchased.

9.2 Specific SKU (stock keeping unit) quantities cannot be ensured for the final order. In the event where misprints/ spoilage occurs, the seller will always attempt to ensure the ordered amount is dispatched, subject to stock availability

9.3 In any event where the buyer receives less than the ordered amount, the seller agrees to provide a credit back for the missing units in the next order.

9.4 The seller reserves the right to gather content in the form of pictures and videos during the production process for it's own social media presence. This may include branded logos, artwork and technical information on orders where NDA (non-disclosure-agreements) are not in place. Buyers should inform the seller at the earliest convenience, in writing if they wish this not to be done.

GENERAL

10.1 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 given the notice.

10.2 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Agreement and the remainder of the provision shall continue in full force and effect.

10.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Agreement will not be waiver of any of its rights under the Agreement.

10.4 Any waiver by the Seller of any breach of, or default under any provision of the Agreement by the Customer will not be deemed a waiver of any subsequent breach or default.

10.5 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

ENTIRE AGREEMENT

11.1 This Agreement 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.

11.2 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

THIRD PARTY RIGHTS

12.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

Privacy Policy

This Privacy Policy describes how white2labelmanufacturing.com (the “Site” or “we”) collects, uses, and discloses your Personal Information when you visit the Site.

Collecting Personal Information

When you visit the Site, we collect certain information about your device, your interaction with the Site, and information necessary to process. We may also collect additional information if you contact us for customer support. In this Privacy Policy, we refer to any information that can uniquely identify an individual (including the information below) as “Personal Information”.

See the list below for more information about what Personal Information we collect and why.

Device information
Examples of Personal Information collected: version of web browser, IP address, time zone, cookie information, what sites or products you view, search terms, and how you interact with the Site.
Purpose of collection: to load the Site accurately for you, and to perform analytics on Site usage to optimize our Site.
Source of collection: Collected automatically when you access our Site using cookies, log files, web beacons, tags, or pixels
Examples of Personal Information collected: name, contact number, email address, business name and address.
Purpose of collection: to provide products or services to you to fulfill our contract, and provide you with invoices and/or order confirmations, communicate with you, screen our orders for potential risk or fraud, and when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
Source of collection: collected from you.
APPS.Customer support information
Purpose of collection: to provide customer support.
Source of collection: collected from you.
Disclosure for a business purpose: to ensure we can provide you with the appropriate products and/ or services.

Minors

The Site is not intended for individuals under the age of 18 years old. We do not intentionally collect Personal Information from children. If you are the parent or guardian and believe your child has provided us with Personal Information, please contact us at the address below to request deletion.

Sharing Personal Information

We share your Personal Information with service providers to help us provide our services and fulfill our contracts with you, as described above. We may share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.

Behavioural Advertising

As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For example: We use Google Analytics to help us understand how our customers use the Site. You can read more about how Google uses your Personal Information here: https://policies.google.com/privacy?hl=en.
You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.

We share information about your use of the Site, and your interaction with our ads on other websites with our advertising partners. We collect and share some of this information directly with our advertising partners, and in some cases through the use of cookies or other similar technologies (which you may consent to, depending on your location).For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.

You can opt out of targeted advertising by:- https://www.facebook.com/settings/?tab=ads
GOOGLE - https://www.google.com/settings/ads/anonymous
BING - https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads]

Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at:
http://optout.aboutads.info/.

Using Personal Information
We use your personal Information to provide our services to you, which includes: offering products for sale, processing payments, shipping and fulfillment of your order, and keeping you up to date on new products, services, and offers.

Lawful basis
Pursuant to the General Data Protection Regulation (“GDPR”), if you are a resident of the European Economic Area (“EEA”), we process your personal information under the following lawful bases:

Your consent;The performance of the contract between you and the Site;
Compliance with our legal obligations;
To protect your vital interests;
To perform a task carried out in the public interest;For our legitimate interests, which do not override your fundamental rights and freedoms.

Retention
When you contact us through our site, we will retain your Personal Information for our records unless and until you ask us to erase this information. For more information on your right of erasure, please see the ‘Your rights’ section below.

Automatic decision-making
If you are a resident of the EEA, you have the right to object to processing based solely on automated decision-making (which includes profiling), when that decision-making has a legal effect on you or otherwise significantly affects you.
We do not engage in fully automated decision-making that has a legal or otherwise significant effect using customer data.

GDPR

If you are a resident of the EEA, you have the right to access the Personal Information we hold about you, to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below. Your Personal Information will be initially processed in Ireland and then will be transferred outside of Europe for storage and further processing, including to Canada and the United States. For more information on how data transfers comply with the GDPR, see Shopify’s GDPR Whitepaper:
https://help.shopify.com/en/manual/your-account/privacy/GDPR.

CCPAIf you are a resident of California, you have the right to access the Personal Information we hold about you (also known as the ‘Right to Know’), to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below

If you would like to designate an authorized agent to submit these requests on your behalf, please contact us at the address below;

White2Label Manufacturing Ltd,
152-160 City Road, London,
EC1V 2NX

OR

White2Label Manufacturing Ltd (Studios Dept.)
Unit 7 Hassocks Wood Business Park,
Stroudley Road, Basingstoke,
RG24 8UQ


Cookies
A cookie is a small amount of information that’s downloaded to your computer or device when you visit our Site. We use a number of different cookies, including functional, performance, advertising, and social media or content cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the site or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor.We use the following cookies to optimize your experience on our Site and to provide our services.Cookies Necessary for the Functioning of the Store

The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device.You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible.Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage or filter cookies can be found in your browser’s help file or through such sites as
www.allaboutcookies.org.

Additionally, please note that blocking cookies may not completely prevent how we share information with third parties such as our advertising partners. To exercise your rights or opt-out of certain uses of your information by these parties, please follow the instructions in the “Behavioural Advertising” section above.Do Not TrackPlease note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser.ChangesWe may update this Privacy Policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal, or regulatory reasons.ContactFor more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at enquiries@white2labelmanufacturing.com or by mail using the details provided below:

White2Label Manufacturing Ltd,
152-160 City Road, London,
EC1V 2NX

Last updated: 14/11/2021

If you are not satisfied with our response to your complaint, you have the right to lodge your complaint with the relevant data protection authority. You can contact your local data protection authority, or our supervisory authority here:
https://ico.org.uk/make-a-complaint/]