Terms and conditions

Website terms

(a) These terms and conditions govern your use of this website and the service and the products provided by Hawthorn International Limited. By using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website or the service or the products provided by Hawthorn International Limited.

(b) Hawthorn cannot accept any liability for a failure to comply with specific instructions stated on this website. This statement does not affect your statutory rights.

Terms of use

(a) All information and materials and its content on the pages of this website are provided on an “as is” basis for your general information and use and are not intended in any way to be comprehensive. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.

(b) Use of this website is governed by the following terms and conditions of use, which together with our privacy policy and disclaimer govern our relationship with you in relation to the use of this website. We reserve the right to vary these terms without notice at any time. If you disagree with any part of these terms and conditions please cease to use our website.

(c) We use cookies on this website to identify which pages on this website are being used. Please refer to our privacy policy for more detailed information. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. By continuing to use this website you are giving your express consent to accept the use of cookies.

(d) Your use of this website is entirely at you own risk and without liability to us. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

(e) Your use of this website and any dispute arising out of such use of the website is subject to the laws of England. Access is granted on condition that you accept all of the above and agree to the jurisdiction of the English courts to settle matters in relation to the website.

Copyright

(a) This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions

(b) Unauthorised use of any material on this website that violates any of the conditions or any relevant copyright, trademark and other laws could result in legal proceedings.

Links

(a) From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

Disclaimer

(a) While every effort will be made to keep this website accurate and up-to-date, no warranty of any kind, implied, expressed or statutory, including but not limited to any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose is given in conjunction with this website, or any information and materials within it.

2. Definitions:

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Business Hours” the period from [8.00 am to 6.00 pm] on any Business Day.

“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause ‎12.3.

“Contract” the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

“Customer” the person or firm who purchases the Goods from the Supplier.

“Delivery Location” has the meaning given in clause ‎5.2.

“Force Majeure Event” an event, circumstance or cause beyond a party’s reasonable control.

“Goods” the goods (or any part of them) set out in the Order.

“Order” the Customer’s order for the Goods, as set out in the Customer’s purchase order form.

“Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

“Supplier” Hawthorn International Ltd (company number 08937806).

“Website” https://www.hawthornintl.com/

1.2 – Interpretation

1.2.1 – A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 – A reference to a party includes its successors and permitted assigns.

1.2.3 – A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4 – Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 – A reference to writing or written excludes fax but not email.

2. Basis of contract:

2.1 – These Conditions apply to the Contract 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.

2.2 – These Conditions only apply to business customers, the Supplier does not sell Goods to consumers. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. 

2.3 – The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.4 – The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.5 – 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.

2.6 – Any samples, drawing, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, Website or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7 – A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue.

3. Goods:

3.1 – The images of the Goods on the Suppliers Website are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, it cannot guarantee that the Customer’s computer’s display of the colours accurately reflects the colour of the Goods. The colour of the Customer’s Goods may vary slightly from those images. 

3.2 – Colour match Pantone/colour references must be provided for Goods which require print, embroidery and garment colour matching. Colours exchanged during correspondence are only as accurate as the virtual design process allows and will vary with your display settings, software and environmental light etc. Colour matching via an image rather than a Pantone reference cannot be guaranteed.  Due to the nature of mixing inks, the variance in colour between wet and dry phases of printing, environmental factors and colour conversion, the Supplier does not guarantee a perfect match. 

3.3 – Although the Supplier has made every effort to be as accurate as possible, because the Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated within an Order are estimates only and no guarantee can be provided that they will be achieved. 

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

3.5 – To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause ‎3.3 shall survive termination of the Contract.

3.6 – The Customer shall provide such necessary information for the manufacture of the Goods  in accordance with the Specification as the Supplier may reasonably request.

3.7 – The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement.

4. Prototypes and Samples:

4.1 – The Supplier may provide or allow a customer to order one unit of a new design, defined by a single style/colour/size of a product, at a maximum order quantity of one unit, for the purposes of clarification of new designs to be in conformance with the design specification supplied by you (Prototype). 

4.2 – Prototypes are non refundable in any circumstance, regardless of quantity ordered or design variation. 

4.3 – The Supplier gives no warranties or guarantees as to the fit, form, function, quality or design of any Prototype. 

4.4 – No warranty or guarantee as to the fit, form, function, quality or design of any Goods, in respect of an Order, shall be given if a Prototype has not been ordered and agreed in respect of the new design against the Specification provided by the customer. 

4.5 – Complimentary or pre production samples (Samples), may be provided by the Supplier whilst the Goods are in pre production or development.

4.6 – The Supplier shall not commence manufacture of the Goods until the Customer has:

4.6.1 – communicated its approval of the Samples to the Supplier in writing (such approval not to be unreasonably withheld or delayed); and

4.6.2 – provided the Supplier with all information, including, but not limited to, sizing, designs and references, relating to the Goods to enable the Supplier to complete the Order. 

4.8 – The Customer’s approval of the Samples constitutes irrevocable confirmation that the Goods manufactured in conformity with the Samples (or differing only within normal industrial limits/tolerance) will comply with the Specification; and

4.9 – The Customer may request additional Samples be produced, the Supplier shall advise the Customer of any costs associated with producing additional Samples.

5. Delivery:

5.1 – The Supplier shall ensure that:

5.1.1 – each delivery of the Goods is accompanied by a delivery note that shows the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any); and

5.1.2 – if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

5.2 – The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

5.3 – Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.4 – Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 – If the Supplier 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, provided that, the Supplier’s liability shall never be greater than the limit contained within clause 9.3. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 – If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

5.6.1 – delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

5.6.2 – the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5.7 – If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

5.8 – If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall, at its sole discretion, if a shortfall of Goods was delivered, either (i) provide such additional number of Goods to the Customer to make up any shortfall, or, (ii) make a pro rata adjustment to the invoice for the Goods, and in the case of an excess the Supplier shall make a pro rata adjustment to the invoice for the Goods.

5.9 – The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. Quality:

6.1 – The Supplier warrants that on delivery, the Goods shall:

6.1.1 – conform in all material respects with their description and any applicable Specification (subject to clause ‎4); and

6.1.2 – be free from material defects in material and workmanship; and

6.1.3 – be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2 – Subject to clause ‎6.3, if:

6.2.1 – the Customer gives notice in writing to the Supplier within 7 days of delivery that some or all of the Goods do not comply with the warranty set out in clause ‎6.1;

6.2.2 – the Supplier is given a reasonable opportunity of examining such Goods; 

6.2.3 – the Customer replies in a timely manner to the reasonable requests and enquiries raised by the Supplier in respect of such Goods; and

6.2.4 – the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.3 – The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause ‎6.1 if:

6.3.1 – the Customer makes any further use of such Goods after giving notice in accordance with clause ‎6.2;

6.3.2 – the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.3.3 – the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

6.3.4 – the Customer alters, amends, customises or repairs such Goods without the written consent of the Supplier;

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

6.3.6 – the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.3.7 – We will not be held liable for any errors in matching colour, or loss of earnings in matching colour, nor will we refund goods based on colour matching.

6.4 – Except as provided in this clause ‎6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause ‎6.1.

6.5 – 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.

6.6 – These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk:

7.1 – The risk in the Goods shall pass to the Customer upon notification that the Goods have been dispatched for delivery.

7.2 – Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3 – Until title to the Goods has passed to the Customer, the Customer shall:

7.3.1 – store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

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

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

7.3.4 – notify the Supplier immediately if it becomes subject to any of the events listed in clause ‎10.1.2 to clause ‎10.1.4; and

7.3.5 – give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(a) the Goods; and

(b) the ongoing financial position of the Customer.

7.4 – At any time before title to the Goods passes to the Customer, the Supplier may 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, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Price and payment:

8.1 – The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

8.2 – The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

8.2.1 – any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

8.2.2 – any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

8.2.3 – any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3 – The price of the Goods:

8.3.1 – excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

8.3.2 – excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer; and

8.3.3 – Excludes the costs of any such import or export duties and taxes which will be the responsibility of the Customer.

8.4 – The Supplier shall invoice the Customer for the Goods on or at any time after its acceptance of the Order, the Supplier shall not dispatch any Goods until it has received payment if full for the Goods.

8.5 – The Customer shall pay each invoice submitted by the Supplier:

8.5.1 – in accordance with the terms agreed in the sales order, or, any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

8.5.2 – in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract, the Supplier shall not manufacture, produce or dispatch any Goods until payment has been received in full.

8.6 – If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause ‎10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause ‎8.6 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%.

8.7 – 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).

9. Limitation of liability:

9.1 – The restrictions on liability in this clause ‎9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 – Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

9.2.1 – death or personal injury caused by negligence;

9.2.2 – fraud or fraudulent misrepresentation;

9.2.3 – breach of the terms implied by section 12 of the Sale of Goods Act 1979.

9.3 – Subject to clause ‎9.2, the Supplier’s total liability to the Customer shall not exceed an amount equal to the Order.

9.4 – Subject to clause ‎9.2, the following types of loss are wholly excluded:

9.4.1 – loss of profits;

9.4.2 – loss of sales or business;

9.4.3 – loss of agreements or contracts;

9.4.4 – loss of anticipated savings;

9.4.5 – loss of use or corruption of software, data or information;

9.4.6 – loss of or damage to goodwill; and

9.4.7 – indirect or consequential loss.

9.5 – This clause ‎9 shall survive termination of the Contract.

10. Termination:

10.1 – Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

10.1.1 – the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

10.1.2 – 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;

10.1.3 – the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

10.1.4 – 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.

10.2 – Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause ‎10.1.2 to clause ‎10.1.4, or the Supplier 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.

10.3 – Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4 – Without affecting any other right or remedy available to it the Supplier may, without incurring any liability to the Customer, terminate the Contract at any time providing it refunds to the Customer all money paid by the Customer to the Supplier relating to the Order. 

10.5 – On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.6 – Termination of the 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.

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

11. Force majeure:

11.1 – Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

12. General:

12.1 – Assignment and other dealings.

12.1.1 – The Supplier 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.

12.1. 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 the Supplier.

12.2 – Entire agreement.

12.2.1 – The Contract constitutes the entire agreement between the parties.

12.2.2 – Each party acknowledges that in entering into the Contract it does not rely on 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 or negligent misstatement based on any statement in the Contract.

12.3 – Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.4 – Waiver.

12.4.1 – A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.4.2 -A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.5 – 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 ‎12.5 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.

12.6 – Notices.

12.6.1 – Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered 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)

12.6.2 – Any notice shall be deemed to have been received 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

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.

12.7 – Third party rights.

12.7.1 – 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.

12.7.2 – The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.8 – 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.

12.9 – 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 the Contract or its subject matter or formation.