Sampling and Production Terms and Conditions

April 2024

Office Hours

Usual Objections’ office hours are 9am - 5pm, Monday to Friday. Please note that staff do not have business mobile telephones.

1. General

These terms and conditions shall apply to this project and to all projects with us to the exclusion of any other terms or conditions.

These terms and conditions (‘Conditions’) along with project description, scope and scale, budget breakdowns, cost estimates, proposals, and/or project timetables form a contract (‘Contract’), and is made between us Usual Objections Limited (‘Usual Objections’, ‘We’, ‘Our’) and between you and your authorised consultants and agents (‘Client’), and pertains to any ideas, products, materials or services (‘Work’) we, or our authorised sub-contractors and agents, produce on your behalf.

No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of Usual Objections and Client.

If the Client assigns authority to a third-party to act on their behalf, these Conditions apply.

Usual Objections services include design development and garment production; raw material sourcing; design and pattern cutting services; sample and bulk garment production and related services including project management.

We will accept and act on the instructions communicated to Usual Objections by the Client. It will not be our responsibility to seek clarification of such instruction, or whether the person providing the instruction has the authority to do so.

2. Confidentiality

Each party shall treat all information relating to the other party’s business, know-how, trade secrets or otherwise of a confidential nature and shall not use it, disclose it or permit it to be disclosed by any other third party other than to those of its employees who need to know in the proper performance of the contract. Such obligation shall not apply to information which the recipient can show was i) in the public domain at the time of the relevant disclosure; ii) was known by Usual Objections prior to the relevant disclosure; iii) was subsequently disclosed to it by a third party who was entitled to make such disclosure; or iv) is required to be disclosed by any competent authority or court.

3. Client’s duty to provide information

The Client will be an expert in its field and on its services/products. Accordingly it should be its responsibility to provide Usual Objections with the information that it needs on such matters (including information about any relevant laws, regulations or codes of practice) and Usual Objections should be able to rely on this information and should not be held responsible if it is incomplete or inaccurate.

4. Fees and Costs

Fees and costs encompass any consultative, creative, management or administrative time Usual Objections spends on Client Work; studio materials and costs such as raw material sourcing, design and development activities including pattern cutting and machining, bulk garment production, out-of-pocket expenses related to project work or travel; third-party costs; handling and rush charges, VAT and local taxes, where applicable.

Third-party costs will be imposed prior to commissioning any Work and Usual Objections reserves the right to wait until such costs have been paid before commencing any Work with the third-party.

Usual Objections provide cost estimates. These are based on type of resource, and the amount of time required for a resource to complete activities and stages of a project by a delivery date; materials to be used; third-party costs and services charges, as applicable; contingency, if allowable; and charges, as required, to expedite the project within a compressed time frame.

Our pricing includes project consultations, design realisation and sampling activities including pattern cutting and sample machining. Raw material sourcing is charged separately. All additional requirements beyond initial quotation will be billed according to time spent and will be re-quoted on a case-by-case basis.  

Whilst we shall endeavour to adhere to the estimates issued by us, they are merely estimates created in good faith, and do not constitute an offer and are in no way binding on us.

Estimated fees and costs shall be valid for a term of 30 days only. Fees are calculated on hourly or day rates applicable at the date of the Estimate. Usual Objections calculates all fees and costs in British pounds sterling. All fees and costs are quoted exclusive of VAT.

We reserve the right any time before the completion of the contract, to increase our fees to reflect any increase in cost to us which is due to any factor beyond our control, including but not limited to, a significant increase in the cost of materials or third-party fees; any variation in exchange rates; or any delay caused by any instructions given by the Client, or failure to give us adequate information or instructions.

5. Service Charge

Materials and/or services purchased on your behalf shall carry an industry standard 15% service charge when re-invoiced to you. This covers our administration and additional risks.

6. Invoicing and Payment

50% of the quoted project fees and costs will be invoiced in advance at the discretion of Usual Objections as detailed on cost estimates, work shall not commence until payment has been received. Remaining estimated fees and costs to be settled once the project has been completed. Payment is required prior to any garments being collected.

Any queries pertaining to invoices received shall be made within 14 days of receipt of the invoice in question. Invoices are deemed to be accurate and approved, in the absence of the aforementioned notification and time period.

Invoices are strictly payable within 30 days or sooner if required to meet project timelines.

Usual Objections is entitled to charge interest and to claim compensation on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The current interest rate is calculated as the official base rate of the Bank of England plus 8%.

The Client will be responsible for any expenses incurred in connection with the recovery of monies owed by the Client.

7. Quality

Any complaint concerning our Work must be notified to us in writing within 7 days of receipt by you; and in the absence of such notice, you shall be conclusively deemed to have accepted such Work.

We shall endeavour to ensure that our Work complies with your instructions. You will check our Work and inform us of any error within 7 days of receipt. In the event of any error being made by us, our liability shall be limited to the replacement or correction of our Work.

(a) Digital work

If sending images they need to be of reasonable file size, otherwise time spent sorting out images will be chargeable. For logos / artwork this should be sent in vector file format.

8. Delivery

We shall endeavour to ensure that our Work is provided by the estimated or contractual date. Time may not be of the essence of the contract when we agree delivery dates.

You are responsible for arranging and payment of postage / shipment, including any delivery costs (insurance and customs/duties). We can do this on your behalf subject to approval by you and any charges will be passed on to you.

Notwithstanding the two clauses above, we shall not be liable for any indirect or consequential loss or damage suffered by you or as a result of any delay caused by any incident or matter beyond our reasonable control..

It is the Client’s responsibility to ensure that enquiries are handled in a timely fashion to enable Usual Objections to meet any agreed time scales.

9. Termination

You have a right to terminate your contract with us at any point in writing, provided that you have paid for the materials and services actually provided to you, or booked on your behalf, at the point at which the contract is being terminated, and that we are fully reimbursed for cancellation costs associated with booking sampling and production space, scheduling resources and procuring third-parties to meet the needs of the project.

In the event of your bankruptcy, liquidation, winding up or the appointment of a Receiver over all or any of your assets, or should you enter into an arrangement with your creditors such as an IVA; we shall be entitled forthwith to cancel this contract; and all other contracts with you and recover our accrued fees and costs.

If the Client cancels the Contract, or does not proceed to complete outstanding Work, intellectual property rights will not pass to the Client for Work in progress. If there is a portion of Work completed that has been paid for completely by the payments received, if agreed with Usual Objections, the intellectual property rights for that portion of Work will pass to the Client. Jobs put on hold or cancelled by the client during production will be invoiced at the current stage and materials. This invoice must be paid in full together with any VAT that falls due accordingly.

Rejected ideas, presentations, design concepts and approaches remain the property of Usual Objections.

We have the right to terminate a project if, after 30 days, we receive no response from communications whether email or voice from the Client who commissioned the work. All fees paid on account will be forfeited.

10. Title

Title to and property in our Work shall not pass until it has been paid for in full and all other sums outstanding from you to us under this contract or otherwise have been paid.

11. Intellectual Property Rights

(a) Creative work

The client is responsible for ensuring designs do not infringe copyright. All work including designs and patterns will remain the property of Usual Objections until invoices are fully paid.

(b) Sub-contractors and Suppliers Intellectual Property

Usual Objections will use all reasonable endeavours to secure the relevant intellectual property rights of its suppliers and subcontractors.

12. Moral Rights

Usual Objections asserts its moral rights in work arising in respect of the performance of the contract.

13. Limitation of Liability

Any indemnity you may have against us in respect of actions, proceedings, liability claims, damages, costs and expenses in relation to or arising out of Work being in breach of any third party’s copyright or other intellectua

l property rights or any other rights whatsoever shall be limited to the amount of our costs and fees for the project.

Liability of Usual Objections under the contract or in tort (other than in respect of death or personal injury) shall not exceed the greater of the sum paid by the client under the contract for such sum as shall be receivable by Usual Objections in respect of any claim under the insurance policy effected by Usual Objections.

Usual Objections and their subcontractors accept no responsibility or liability for photography, illustrations or other visual representations, given to us or procured by us on your behalf, which is used outside of the stated licence usage terms.

Usual Objections shall not be responsible for any errors apparent in samples and production pieces made once they have been signed off by or on behalf of the Client.

The Client accepts reasonable tolerances in relation to the Service including in respect of, agreed tolerances within points of measure and commercial acceptance of shading in bulk materials ordered on the client’s behalf

We cannot accept responsibility for the compliance with Parts 1 and 2 of the Consumer Protection Act 1987 of any item manufactured by you on the basis of our Work.

The Client warrants that it either owns or holds the necessary licences in respect of the materials supplied to Usual Objections in connection with the provision of the service, and that they will indemnify us against all costs, claims, liabilities, and losses, if this is not the case.

14. Promotion

When the Client’s Work is in the public domain, Usual Objections shall have rights of reasonable publicity. We will, as a courtesy, provide our initial press releases to you for review and comment, before submission to the press, and you agree not to unreasonably withhold permission for its use.

(a) Photography

Subject to agreement, you will allow Usual Objections to use and reproduce photographic material, whether commissioned by you or us, which is relevant and applicable to the project; to publicise such photography together with background copy for the purpose of promoting our business.

(b) Credit of Work

You will allow us to credit our Work, on printed and electronic material, in a manner appropriate and generally accepted for the type of medium on which it will be applied.

15. Jurisdiction

This contract is made in England and shall be construed in all respects in accordance with the laws of England.