Step 3 of 5

Terms and Conditions

By entering into a business agreement with Rapanui Clothing Ltd you (the buyer) agree to comply with and be bound by the following terms and conditions of sale.

From here on ‘you’ refers to the customer / buyer and ‘us’/’we’/'our' refers to Rapanui Clothing Ltd registered at 107 Sandown Road, Lake, Isle of Wight, UK, PO36 9JZ.

1. Pricing and Terms
1.1 Quotes

Quotes are valid for the goods specified in them and for 28 days from date of quote. Alterations may incur a cost rise which will be reflected in a new quote. Please bear in mind that all quotes made are made subject to the terms and conditions of sale. Any order placed is placed subject to the terms and conditions set out here, as stated on the invoice, techpack jobsheet and quote.

1.2 Price

Prices stated on our website or in any brochures and catalogues are approximate. A full quote will be made for any order.

Quoted unit prices do not include VAT. VAT is added to form the final gross sum where appropriate. The price payable for the goods you order and their delivery is as set out in the invoice. We reserve the right to change the prices shown at any time and we will contact you before the order is confirmed in the event of an alteration being made. An amount equal to the appropriate taxes will be added to the invoice where there is a legal obligation to collect such taxes. Customers will pay this amount in full to us unless they provide us with a valid tax exemption certificate authorised by the appropriate taxing authority e.g. if an EU member state client is VAT registered in their state and therefore is exempt from UK VAT.

1.3 Misplaced Goods, Misplaced Decimal Places or Otherwise

If, by genuine mistake, we have under priced an item, we will not be liable to supply that item to you at the stated price, provided that we notify you before we despatch the item. In those circumstances, we will notify the correct price to you so you can decide whether or not you wish to order the item at that price.

1.4 Loss of Earnings

We cannot, and will not, be held responsible for any loss of earnings, real or projected, as a result of an order being lost, arriving late, or not being as expected.

2. Ordering
2.1 Terms

We must receive payment IN FULL for the goods ordered before the order can be processed. By placing an order, you agree to pay pro-forma for the invoiced goods. Our acceptance of your order brings into existence a legally binding contract between us and you. Customers are reminded that they should satisfy themselves that the products they are ordering are suitable for their requirements before placing an order. No responsibility is placed with Rapanui Clothing Ltd for the decision to order.

For bulk overseas orders terms are 30% upfront, 70% prior to shipping.

2.2 Orders

All orders will be set out in a techpack jobsheet (a type of order form), which must be approved for an order to proceed. Responsibility for the accuracy of this techpack jobsheet lies solely with the customer: mistakes cannot and will not be replaced once your order has entered the production process. Every new teckpack jobsheet supersedes all other previous techpack jobsheets. Acceptance of the techpack jobsheet and acceptance/payment of the invoice means you have agreed to all of our Trading Terms and Conditions. Represented or unpaid cheques will incur a £30 handling charge.

All payments must be in full and in Great British Pounds Sterling (£GBP).

Conversion fees from foreign currencies must be borne by the customer and not deducted from the invoice total.

2.3 Artwork and Designs

You must provide production ready designs in Adobe Illustrator file format. If this is not possible, a redrawing fee may be charged. Pantone references must be provided for print, embroidery and garment colour matching. All garment, print and embroidery colours shown on the website are only as accurate as the web design process allows and will vary with your monitor settings, software and environmental light etc. Garment, print and embroidery colours can only be matched to a pantone reference, which must be provided by the customer and is stated by us as available (for this we use a Coated Pantone Book). In the matching, there will always be variance due to screen resolutions, environmental factors (such as lighting), garment colour influences on the inks and varying dye strengths.

Our 'colour matching' service is Free of charge. We will do our very best to match all colours, but due to the nature of mixing inks, the variance in colour between wet and dry phases of screenprinting, environmental factors and colour conversion, our 'colour matching service' is a guideline or best-estimate only, and is not guaranteed to be a perfect match. We are very proud of the accuracy of our colour matching technology but 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. If there is any doubt about colour matching, we recommend ordering a sample.

Design positioning must be specified and agreed at the techpack jobsheet stage, along with an approved mock-up. Due to variance in the manufacturing stage and the hand-made nature of screen printing, there may be variance of up to 100mm in any dimension set out in the mockup. Some changes can and may occur between the stated position, origination and final print/embroidery placement or embellishment of any design ordered. All placements are approximate and the print/embroidery will vary depending on the size of the garment - for example, a 40mm print will look smaller on an XXL garment than it would on an XS. By agreeing to these T&Cs you understand that variance in dimensions, placement, colour, ink coverage and visual appearance can change between products and agree to allow us to use our professional judgement in this matter. All artwork, designs and specifications supplied / approved are guidelines for the printing stage only.

2.4 Copyright designs 2.4.1 Supplied designs

It is the client’s responsibility to gain authorisation to use any copyrighted, trademarked or otherwise licensed material/ logos in their order. We will not be held liable for use of copyrighted, trademarked or otherwise licensed logos, designs or artwork in products supplied to your specifications.

2.4.2 Designs produced by us

Any designs produced by us for you will remain our intellectual property and may not be used in any other form without our prior written consent.

2.5 Designs

We may occasionally use examples of custom printed and embroidered clothing we’ve previously produced in our brochures, websites, exhibitions and pitches. If you would prefer to opt-out or keep your relationship to us discreet, please let us know by clearly stating on your order or artwork approval.

2.6 Samples

Blank samples are non-refundable and charged at the single unit price, plus carriage and may be subject to an administration fee, which will be detailed on the invoice. Printed or embroidered samples are charged at three times the unit price plus set-up costs and application costs and are non-refundable. However if your main order is the same as the sample order (i.e. no changes to the set up of the screens) then set-up costs from sampling will be credited to your main order, hence your main order set up will be free of charge.

All printed and embroidered samples will be produced and sent for approval. The main order will be manufactured in the same way as the sample as closely as the production process allows, therefore approval of the sample for the main production run is equivalent to approval of the finished product. Any variations will be due to the varying nature of garments and will not be due grounds or reason to reject the finished product. Samples will only ever be guidelines for logo placements, colours and ink/thread coverages.

2.7 Origination

Set-ups will be charged on all screens and on embroidery. Screen print set-ups are per colour/design. Embroidery set-ups are dependent upon the number of stitches in the design.

2.8 Returns

This is a bespoke manufacturing service whereby we manufacture one-of-a-kind goods to your specifications and therefore refunds and returns of goods are not possible. We will accept no returns of garments – blank or customised – for any reason, therefore we encourage customers to take care with the specifications and take care to understand the terms and conditions of their order. By making a purchase order or by signing off the jobsheet and invoice you agree to pay for the goods listed and understand that no refund, replacement or compensation can be claimed for the goods once the order has been placed.

2.9 Availability

At times, stock-outs and shortages may occur between the times when availability was last checked (invoice) and the point where the stock is drawn down (payment) particularly if there is a delay in payment. In this instance, we will inform you of this as soon as possible and will look to offer replacements (this may affect the price, which will rise or fall accordingly, and may result in an issue of a further invoice to you or remittance advice from us) or we may offer to send the goods on shortly after. The rest of an order will proceed despite the stock-out and cannot be cancelled as a result of stock-outs. We will not be liable for any loss of earnings arising from stock-outs or from any delays in the production process.

Any changes to an order will result in a new techpack jobsheet. Each new jobsheet will supersede all earlier techpack jobsheets. Any changes to an order and techpack jobsheet that result in a rise in cost, will be re-invoiced to the customer and must be paid pro-forma before the order proceeds.

2.10 Exact Orders

Due to the nature of clothing manufacture, there are occasionally errors that occur due to manufacture, or genuine mistakes of operatives. We have a thorough QC process that means that almost all rejected products are flagged up in production, however this means that if you require an order of exact quantities, we advise you order 5% more than needed: This is due to the (unlikely) occurrence of seconds in the production process which may mean an order is short after the seconds have been identified. By placing an order you agree that the total quantity of goods delivered may be +/-5% to the order by size, colour, style on receipt. If we send less product than ordered for this reason, it will be detailed in the despatch sheet and the product will either be sent on later or you will be issued a credit note for the products held back which will pass to your next order.

2.11 Shortages

Where shortages occur the credit for these will pass to your next order. We must be informed of any shortages, in writing, within 48 hours of delivery.

2.12 Turnaround Time

Our average order turnaround is 3-4 weeks. This can be as long as 6 weeks or more on complicated orders or during busy periods. You will be given a provisional completion date once your signed-off and paid for order enters the production process.

For custom high volume orders that are produced overseas turnaround time can be up to 6 months from the date of payment.

For custom high volume orders; during the period between P/O and payment there may be items on the job production critical path that need urgent attention to ensure delivery arrives on a quoted estimate date e.g. information to produce production sample. Failure of the client to respond quickly to information / artwork / approval requests from our order management team may result in order delays.

All turnaround durations are estimates and we cannot guarantee exact delivery dates. We will not be liable for any loss incurred due to production or delivery delays.

2.13 Cancellations and Refunds

Once an order has been placed the manufacturing stage starts immediately and costs are borne immediately by us. Therefore we stress that once an order has been placed, it cannot be cancelled. Returns and refunds cannot be accepted as stated in 2.8.

2.14 Colours: garments, prints and embroideries

All garment, print and embroidery colours shown on the website are only as accurate as the web design process allows. Garment, print and embroidery colours can only be matched to a pantone reference, which must be provided by the customer and is stated by us as available. In the matching, there will always be variance due to screen resolutions, environmental factors (such as lighting), garment colour influences on the inks and threads, and varying dye strengths. We will do our very best to match all colours, but will not be liable for any errors in matching due to a customer's perceptions. If there is any doubt, we recommend ordering a sample.

2.15 Printing process

We use a six colour process - and direct to garment printing when details - and pantone referenced inks. We use our processes to best represent the image and design files provided. We are not liable for any loss or reimbursement as a result of the resolution, colouring or ink coverage not exactly matching the images provided. Our printing works best on lightly coloured garments. If there is any doubt, we recommend you order a sample.

2.16 Show Through and Ink Coverage

All prints and embroideries will be applied to the highest quality, but due to the nature of garments there will never be 100% ink or thread coverage. No two garments are the same, and so thread will show through the prints or embroideries on some or all of your products. This is particularly the case when printing light colours on darker garments. We will not be held liable for any loss resulting from this, nor we will accept return of the garments.

2.17 Sizing

All sizes are estimates and are not guaranteed. Please double check the size chart on our website or garment in the tech pack jobsheet, bearing in mind that whilst sizes on size charts often relate to the body size of the wearer, rather than the garment, some size charts may differ. If you are concerned about sizing, we recommend ordering samples. Due to the mix of mechanised and human manufacturing, there is some variance in garment sizing between identical products, occasionally up to an inch in each dimension across all manufacturers. Therefore exact sizing cannot be guaranteed, and size charts should be used as a guideline only. We are not responsible for any loss of earnings as a result of mis-ordered sizing or sizing variance.

2.18 The Drying Process

Every screen printed garment is dried mechanically and as such may affect the garments and prints. A print's colour can be mildly changed during this drying process, and by placing your order you understand that there may be some print colour variance between items. Some garments may take on a slight tinge from the drying process. We have a stringent quality control process, but at times some affected garments get through. This tinge can be easily rectified with a single domestic wash: you may send these back for us to do, or launder yourself.

2.19 Repairs

Where there has been a genuine manufacturing error i.e. holes, torn etc. We will investigate and endeavour to repair or replace affected goods as we see fit in order to supply garments to specification. This does not include ordering errors on the part of the customer, and does not supersede other related terms.

2.20 Supplied Goods

All supplied goods are open to a rejection rate of 10%, for which we will not be responsible and will not refund.

2.21 Title

Full title in the Goods shall remain vested in us until we receive payment in full. We reserve the right to sell any rejected goods unless specifically instructed by you not to at the order stage.

3. Delivery
3.1 Shipping

The liability for loss or damage in transit, or thereafter, shall pass to the customer upon the delivery of the order to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by us of all necessary ordering information from you. The customer shall bear all costs of transportation and insurance. We will add transportation and insurance costs to your invoice. We shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labour

shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from you, or otherwise arisen out of causes beyond our control. Nor shall we at any time be liable for any incidental, special or consequential damages. The customer shall be responsible for all customs clearance and payment of all charges and duties in the territory.

For overseas orders where it has been agreed we will deliver LDP (landed duty paid) we will cover the cost of customs clearance and payment of charges and duty.

The risk passes to the buyer upon leaving us and on delivery to a common carrier.

We are not liable for any losses in transit.

3.2 Goods Delivery Handling Responsibility

You will need to be sure that you have sufficient and proper equipment and that your own designated personnel are available to unload products/goods delivered to your premise(s) as the delivery companies’ drivers are not obliged/required to provide assistance in unloading and/or placing your order.

3.3 Delays Beyond Our Control

We shall have no liability to you for any failure or delay in the delivery of goods ordered, or for damage or defect to goods caused by events or circumstances beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).

3.4 Packaged Deliveries

Orders will arrived boxed in bulk unless stated otherwise. Individual folding and bagging can be supplied at further cost.

4. Additional Terms
4.1 Exclusion of Liability

We shall not be liable in any way for any loss of revenue, profit, goodwill or any consequential or indirect or special loss or damage arising out of the purchase of any goods by you from us or late or non-delivery of goods. We do not accept liability for any loss from claims of third parties arising out of the use of Goods or Services purchased from us. We shall not be liable for any misrepresentations. We accept zero liability for all losses not specifically mentioned here, as well as any liability for health issues that may occur from the use of products supplied to you by us.

4.2 Warranty

We will endeavour to provide the highest quality goods as standard, and these will arrive in a merchantable quality. Any wear and tear or depletion of goods due to use and wear are not our responsibility and we will not be obliged to replace or refund any goods. Further to this, it must be noted that our clothing is sensitive to tumble drying and warm washing; both must be avoided. Pay extra attention to the washcare instructions inside the hem label and if in doubt about what these mean, please get in touch. We recommend all items are washed on 30 degrees Celsius and hung out to dry – not tumble dried. If ordering work wear, we recommend ordering a size up.

4.3 Liability

Rapanui Clothing Ltd. will not accept any liability for loss or profit or consequential losses suffered as a result of erroneous delivery, production or delivery delay, or otherwise. The risk inherent in all goods passes to the customer as soon as production is complete and the order is dispatched.

4.4 Governing Law

The contract between you and us shall be governed by and interpreted in accordance with English law, and the English courts shall have exclusive jurisdiction to resolve any arising disputes.

4.5 Confidentiality

All information supplied by either party to the other and identified as confidential by the recipient shall be kept strictly confidential by the recipient and shall not be disclosed to any third party without the other's prior written consent. Each party shall take appropriate steps to ensure that its employees, subcontractors and agents are also bound by confidentiality undertakings with respect to products, suppliers, printers, supply chain, supply partners.

All confidential information and documents supplied to either party shall be returned to the supplying party on expiry or termination of this Agreement.

The obligations of confidentiality in these Terms and Conditions shall remain in force after expiry or termination or any relationship between you and us.

4.6 Intellectual Property

All intellectual property associated with our brand, supply chain, processes and all other relevant elements of our business will remain ours. Customers have no right to use our IP - for example traceability - without written permission. This IP may only be used whilst we are your supplier: the agreement to use our IP expires immediately when you change supplier, or when we inform you - whichever comes sooner.

4.7 Certifications

Where a certification is stated, please bear in mind that this will only apply to the garment and it is likely this will not extend to any of the embellishments or labelling, and that the certifying bodies will have terms of use for the certifications that relate to the garment.

We at Rapanui are not responsible for your use of any certifications, trademarks, artwork, logos or licenses in your product, marketing or otherwise. Customers are strongly recommended to read the latest guidelines from the certification bodies that regulate the use of their logos.

Soil Association guidelines
Fair Wear Foundation guidelines
Fair Trade guidelines

4.8 Labelling

Labels are a legal requirement in clothing - they serve to give an accurate representation of the contents and washcare standards of the garment they are in. We can add labels, remove labels or replace labels to your specifications, or we may choose to do so for copyright, trademark, intellectual property or commercial confidentiality reasons without prior notice being given. We are legally obliged to ensure that the replacement label will always contain the correct contents and washcare instructions, although the size, design, placement, application style and quality may change. Customers should expect minimal washcare labels in products unless stated otherwise. If you would like a specific label (for example, those you've seen in samples) please request this at the order stage. Neck labels are also open to change: they may be branded by a manufacturer, branded by us, designed to your specifications or plain.

The Rapanui Eco Label may not be used in custom orders or by our customers unless permission is given by us in writing due to international copyright. All labels in all garments are open to change.

4.9 General

We may subcontract any part or parts of product sourcing, production and delivery of Good and/or Services without prior notice. If we do not have the required stock for your order we may source an exact replacement to fulfil the order. You will not receive prior notice of this if the replacement garment is the same specification, colour, size, style and material. If exact replacements are not available, we will discuss alternatives with you and gain your approval before proceeding.

4.10 Entire Agreement

These terms and conditions, delivery details and contract details, set out the whole of our agreement relating to the supply of the goods to you by us. These terms and conditions cannot be varied except in writing signed by a director of Rapanui Clothing Ltd and will always supersede the customer’s Terms. In particular nothing verbally agreed by any of our staff should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. We shall have no liability for any such representation being untrue or misleading unless it is made fraudulently. No delay or failure on our part to enforce our rights or remedies under these Terms and Conditions shall constitute a waiver on our part or such rights or remedies unless such waiver is confirmed in writing.

4.11 Scope of Agreement

(a) These conditions apply to all Goods and Services supplied by the us to the you and shall govern the contract to the exclusion of any other terms and conditions. In particular, these conditions shall override and supersede any terms or conditions of purchase of the Buyer purported to be incorporated expressly or impliedly into the contract. You accept these conditions by purchasing the goods and / or services.
(b) All correspondence and documentation relating to the Order shall be in English language. If translations exist in other languages, the English version shall prevail if in conflict.

Company Number: 7071956 · VAT Number: 987 8365 41