Bespoke & Trade Terms
Last updated: [Date]
1. Application
1.1 These terms apply to all quotes, orders and commissions from EDOFEDE Studio ([Legal name / Company name], [Business address]) ("we", "us") to a business customer ("the Client"). They form the contract together with our written quote ("the Quote"). If anything conflicts, the Quote takes priority.
1.2 Any terms the Client puts forward (for example on a purchase order) do not apply unless we agree to them in writing.
2. Quotes and acceptance
2.1 Quotes are valid for [30] days. A contract is formed when the Client accepts the Quote in writing (email is fine) and pays the deposit.
2.2 Quantities, sizes and specifications are based on information the Client provides. The Client is responsible for confirming measurements and site details are correct.
3. Design process and approvals
3.1 Each commission includes [two] rounds of design revisions. Further revisions are charged at £[X] per hour.
3.2 Before production, we will provide a design proof, strike-off or sample for the Client's written approval. Production starts only after approval. Once approved, we are not responsible for errors in the approved design.
3.3 Handmade and printed textiles may vary slightly in colour, scale and texture from samples and between batches. Variations within normal industry tolerances are not defects.
4. Prices and payment
4.1 Prices are in GBP and [exclude VAT, which is added at the current rate / we are not VAT registered]. Delivery, installation and travel are charged as set out in the Quote.
4.2 Unless the Quote says otherwise: [50]% non-refundable deposit on acceptance; [40]% on design approval before production; [10]% balance before dispatch. For approved trade accounts, invoices are payable within [30] days.
4.3 We may charge interest and fixed compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate. We may pause work or delivery while payments are overdue.
4.4 Ownership of the goods passes to the Client only when we have been paid in full. Risk passes on delivery.
5. Timescales and delivery
5.1 Lead times in the Quote are estimates. We will keep the Client informed of progress and any delays. Time is not of the essence unless agreed in writing.
5.2 Delays caused by late approvals, changes or late payment by the Client will extend the timeline.
5.3 The Client must inspect the goods on delivery and report any damage, shortage or defect in writing within [7] days. Hidden defects must be reported within [30] days of discovery.
6. Changes and cancellation
6.1 Changes requested after approval will be quoted separately and may affect the price and timeline.
6.2 The Client may cancel by written notice. The Client will pay for work done and materials bought or committed to the date of cancellation, plus any third-party cancellation costs. The deposit may be applied to these costs; any shortfall will be invoiced.
7. Defects
7.1 We warrant that goods will match the approved specification and be free from material defects in materials and workmanship for [12] months from delivery.
7.2 If goods are defective, we will at our option repair, replace or refund them. This warranty does not cover wear and tear, misuse, incorrect cleaning or laundering, or alterations by others.
8. Fire safety and compliance
8.1 Unless the Quote specifically states that products meet a named fire-safety standard (for example BS 5867 or BS 7176), our products are not supplied as tested or treated for contract or commercial fire-safety use.
8.2 The Client is responsible for telling us, before the Quote is accepted, about any firesafety, building, health and safety or other regulatory requirements that apply to their premises, and for ensuring the products are suitable for their intended use.
9. Intellectual property
9.1 We own all copyright and other rights in our designs, patterns, artwork, samples and drawings, including those created for a commission, unless we agree otherwise in writing.
9.2 On full payment, the Client receives a non-exclusive licence to use and display the commissioned pieces at the premises named in the Quote, and to photograph them for its own marketing. The Client may not reproduce, manufacture or adapt our designs, or have others do so.
9.3 Exclusive use of a design, or a transfer of ownership of the design, can be agreed for an extra fee, recorded in writing.
9.4 We may photograph completed work and use images in our portfolio and marketing, unless the Client asks us in writing not to, or confidentiality is agreed.
9.5 Where the Client supplies logos, artwork or materials, the Client confirms it has the right to use them and will compensate us for any claim that they infringe someone else's rights.
10. Liability
10.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited by law.
10.2 Subject to 10.1, we are not liable for loss of profit, revenue, business, goodwill, or any indirect or consequential loss.
10.3 Subject to 10.1, our total liability under each contract is limited to the price paid for that commission.
11. Confidentiality and data
Each party will keep the other's confidential business information private. We handle personal data as set out in our Privacy Policy.
12. Events outside our control
Neither party is liable for delay or failure caused by events beyond its reasonable control.
If such an event lasts more than [60] days, either party may end the contract, and the Client will pay for work completed.
13. General
These terms and the Quote are the whole agreement. Any changes must be in writing.
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.