1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from Organised Confusion and who, by entering into this Contract with Organised Confusion, is warranting that it is acting in the course of its trade or business.
Contract: any contract between Organised Confusion and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: completion of delivery of an Order by the Buyer or its nominated agent taking physical possession of the Goods.
Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Organised Confusion tried to deliver the Goods but is unable to, the date on which Organised Confusion attempted to have the Goods delivered.
Delivery Point: the place where delivery of the Goods is to take place.
Goods: any goods agreed in the Contract to be supplied to the Buyer by Organised Confusion (including any part or parts of them).
Organised Confusion: Organised Confusion Media Limited incorporated and registered in England and Wales with company number 07970917 whose registered office is at The Nova Centre, 1 Purser Road, Abington, Northampton, NN1 4PG who shall be the supplier of the Goods.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Any EU law, directive or regulation which currently applies to this contract shall, in the event of the UK’s departure from the EU, have its applicability superseded by any replacing English or Welsh act or statutory instrument.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all Organised Confusion’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of Organised Confusion. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Organised Confusion which is not set out in the Contract. Nothing in this condition shall exclude or limit Organised Confusion’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Organised Confusion shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by Organised Confusion until an acceptance of the order is confirmed by Organised Confusion, by whatever means appropriate, or (if earlier) Organised Confusion delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by Organised Confusion is subject to change at Organised Confusion’s absolute discretion but shall remain open for acceptance by the Customer provided that Organised Confusion has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 Organised Confusion may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
3.1 The quantity and description of the Goods shall be as set out in Organised Confusion’s records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Organised Confusion and any descriptions or illustrations contained in Organised Confusion’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 Organised Confusion gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and Organised Confusion shall not be liable for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4.1 Unless otherwise agreed in writing by Organised Confusion, the Delivery Point shall be Organised Confusion’s place of business. Collections from Organised Confusion’s place of business shall only be permitted between Monday to Friday between 9.00am and 3.30pm.
4.2 If the Buyer wishes the Delivery Point to be anywhere other than Organised Confusion’s place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Buyer shall take delivery of the Goods within 7 days of Organised Confusion giving it notice that the Goods are ready for delivery.
4.4 Any dates specified by Organised Confusion for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer relies entirely at its own risk. Time for delivery shall not be, and shall not be capable of being made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time (with Organised Confusion’s view being final as to what constitutes reasonable).
4.5 Subject to the other provisions of these conditions Organised Confusion shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Organised Confusion’s negligence), nor shall any delay
4.6 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, Organised Confusion shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by Organised Confusion in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. Organised Confusion expressly excludes all liability in relation to non-delivery of Goods sent by post.
4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Organised Confusion is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Organised Confusion’s negligence); (b) the Goods shall be deemed to have been delivered; and (c) Organised Confusion may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.8 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.9 If Organised Confusion delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.10 Organised Confusion may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.12 If the Delivery Point is to be outside the UK: (a) The Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. (b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Organised Confusion will not be liable for any breach by the Buyer of any such laws. (c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit. (d) Large orders may incur additional costs or extended delivery times. If applicable a member of our Customer Services team will discuss with you.
4.13 If the Customer pays for a premium delivery service, such deliveries can be made at any time from 7.00am onwards. If the Customer is not available to take delivery at that time, clause 8 may (at Organised Confusion’s discretion) apply.
5.1 The quantity of any consignment of Goods as recorded by Organised Confusion upon despatch from Organised Confusion’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer’s employees).
5.2 Organised Confusion shall not be liable for any non-delivery of Goods (even if caused by Organised Confusion’s negligence) unless the Buyer gives written notice to Organised Confusion of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Organised Confusion for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to clause 4.12(c), the Goods are at the risk of the Buyer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Organised Confusion has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as Organised Confusion’s bailee;
6.4 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer’s insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform Organised Confusion. If the Buyer fails to inform Organised Confusion, then the Buyer shall hold the Goods on trust for Organised Confusion until such time as the Goods have been recovered by Organised Confusion from the Buyer.
6.7 Organised Confusion shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Organised Confusion.
6.8 The Buyer grants Organised Confusion, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.9 Where Organised Confusion is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Organised Confusion to the Buyer in the order in which they were invoiced to the Buyer.
6.10 On termination of the Contract, howsoever caused, Organised Confusion’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Organised Confusion in writing (including email), the price for the Goods shall be those prices set out in Organised Confusion’s price list published in force at the time that
7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Organised Confusion’s bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on Organised Confusion’s website as at the date of delivery or deemed delivery or as otherwise communicated by Organised Confusion to the Buyer.
8. RETURNING GOODS
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However Organised Confusion does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and Organised Confusion may, on a case by case basis, consider doing so (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as “Returned Goods”.
8.2 Organised Confusion will, in any circumstances, only accept returns if the following conditions are met:
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
8.4 If Goods despatched by Organised Confusion are returned because the address (or other matter in relation to the Goods) given by the Buyer was incorrect, then in addition to any restocking charge that may apply, the Buyer shall pay to Organised Confusion a fee of £10.00 (or Euro equivalent)
9.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods
9.3 The Customer is entirely responsible for properly accounting for any tax that the Customer is due to pay in connection with any dealings with Organised Confusion.
10.1 Unless agreed otherwise by Organised Confusion, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
10.2 Organised Confusion may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being
10.3 No payment shall be deemed to have been received until Organised Confusion has received cleared funds. Organised Confusion shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Organised Confusion’s entitlement to be paid.
10.4 Time for payment shall be of the essence.
10.5 All payments payable to Organised Confusion under the Contract shall become due immediately on its termination despite any other provision.
10.6 If any payments are made by way of credit card, Organised Confusion shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on Organised Confusion by the credit card handler or operator.
10.7 Subject to clause 10.8, the Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Organised Confusion to the Buyer.
10.8 Organised Confusion may allow a prompt payment discount at such rate as is agreed with the Customer. The period when such payment must be made in order to qualify as ‘prompt’ will also be agreed between Organised Confusion and the Customer. If the payment is not made promptly, Organised Confusion shall be entitled to be paid the full amount excluding the discount.
10.9 Organised Confusion shall have a general and particular lien on all money and property which the Buyer owns or is entitled to possess which is in the possession of Organised Confusion or its agents which Organised Confusion may sell as the Buyer’s agent to reduce the Buyer’s debt to Organised Confusion.
10.10 If the Buyer fails to pay Organised Confusion any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Organised Confusion on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. Organised Confusion reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. In addition to the aforesaid, the Buyer shall be liable to pay Organised Confusion as a debt any costs/charges/fees incurred (plus VAT) by Organised Confusion and/or their agents in connection with any unpaid sums due to Organised Confusion from the Buyer.
10.11 Returned or represented cheques will incur a charge of £20.00/€24 per representation.
11.1 Organised Confusion is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for Organised Confusion to provide warranties in respect of the quality of the Goods. Organised Confusion therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
11.2 Upon written request from the Buyer, Organised Confusion shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to Organised Confusion by the manufacturer but only insofar as any such warranty or guarantee has been given to Organised Confusion.
12. LIMITATION OF LIABILITY
12.1 The following provisions set out the entire financial liability of Organised Confusion (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of Organised Confusion:
12.4 Subject to condition 12.2 and condition 12.3:
12.5 Organised Confusion’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, Organised Confusion shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
12.6 Organised Confusion advise the customer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the
12.7 Organised Confusion shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
12.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that Organised Confusion is prepared to accept. If the Buyer wants Organised Confusion to accept more risk, then the Buyer can suggest this to Organised Confusion and a higher price may be agreed for the Goods to reflect Organised Confusion’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk Organised Confusion accepts is reasonable by reference to the price charged for the Goods.
13.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of Organised Confusion is likely to become, insolvent Organised Confusion may (without prejudice to its other rights) forthwith terminate this agreement.
In the event that this agreement is terminated by Organised Confusion:
14.1 Organised Confusion may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Organised Confusion.
15. FORCE MAJEURE
Organised Confusion reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Organised Confusion including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event
16. WEBSITE USE
16.1 The Buyer must not use Organised Confusion’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
16.2 The Buyer must not use Organised Confusion’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
16.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without Organised Confusion’s express written consent.
16.4 The Buyer must not use Organised Confusion’s website to transmit or send unsolicited commercial communications.
17.1 Each right or remedy of Organised Confusion under the Contract is without prejudice to any other right or remedy of Organised Confusion whether under the Contract or not.
17.2 If any provision of the Contract 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 the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
17.3 Failure or delay by Organised Confusion in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.4 Organised Confusion does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
17.5 Any waiver by Organised Confusion of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English and Welsh courts.
17.8 Freight charges are applicable on all equipment. ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S FULL TERMS AND CONDITIONS OF SALE. Mistakes are possible: All goods should be checked upon receipt, as worn, printed, embroidered, washed or otherwise processed goods cannot be returned. PLEASE NOTE: We always recommend that all goods within this catalogue are checked for their suitability of purpose to any application process, including wearer trials. Any alterations to goods will deem them unreturnable. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED IN THIS BROCHURE ARE FOR GUIDANCE
Terms & Conditions