Terms & Conditions

WEBSITE TERMS & CONDITIONS

TERMS & CONDITIONS

Rutland Merchandise Limited trading as ‘Garment Gate’, a company registered in England and Wales under company number 09496176, maintains its registered office at Unit 3 Pullman Trading Estate, Station Road, Uppingham, Rutland, LE15 9TX. All references to “Rutland Merchandise Ltd.”, “Garment Gate”, “we”, “our,” or “us” in these Terms & Conditions pertain to Rutland Merchandise Ltd. References to “You,” “Your,” or “Yourself” denote the individual intending to access and/or use the Garment Gate Service. These Terms & Conditions, along with any associated documents, constitute a legally binding agreement between You and us, governing Your utilization of the Service. It is strongly advised that You read and retain a copy of these Terms & Conditions for future reference.

ACCEPTANCE OF TERMS

By selecting the check box during registration and/or completing the checkout process on Garment Gate’s website, You explicitly affirm Your acceptance of these Terms & Conditions, inclusive of the Privacy Policy. Your agreement to comply with these terms is assumed. While You may possess additional consumer rights as granted by law, these Terms & Conditions do not supersede such rights. If You disagree with any aspect of these Terms & Conditions, it is recommended that You refrain from using any products or services offered on the Website and promptly exit. You commit to using the Website in compliance with all applicable laws and regulations, refraining from any illegal activities. Your use of the Website should not compromise its performance, corrupt content, or diminish overall functionality. Any misuse of the Website may result in civil and/or criminal liability. You acknowledge full responsibility for any claims, expenses, liabilities, losses, and costs, including legal fees, incurred by us due to Your breach of these Terms & Conditions.

MODIFICATION

Garment Gate retains the right to modify or amend any part of these Terms & Conditions, with significant changes prompting notifications to You. Users are strongly advised to routinely review the Terms & Conditions on the Website. Garment Gate holds complete discretion to alter or remove any portion of the Website without prior warning or incurring liability from such actions.

INTELLECTUAL PROPERTY RIGHTS

We, as the owner or licensee, hold all intellectual property rights within our Website and the material published on it. Except for Your right to access the Website in accordance with these Terms & Conditions, no additional rights pertaining to intellectual property are granted to You. Such rights are expressly reserved. Your use of material on the Website is limited to what is expressly authorized by us or our licensors. You agree to respect the intellectual property rights of Garment Gate, refraining from copying, downloading, transmitting, reproducing, printing, or exploiting any material on the Website for commercial purposes. Unauthorized use of material on the Website is strictly prohibited.

OTHER TERMS

Each paragraph within these Terms & Conditions operates independently. If any court or relevant authority deems any paragraph unlawful, the remaining paragraphs remain fully effective. These Terms & Conditions are governed by English law, with both parties agreeing to submit exclusively to the jurisdiction of English courts.

PURCHASE TERMS & CONDITIONS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply to these conditions.

Buyer: The person, firm, or company purchasing Goods from Garment Gate.

Contract: Any agreement between Garment Gate and the Buyer for the sale and purchase of Goods, incorporating these conditions.

Delivery: Either 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 Garment Gate attempted to deliver the Goods but was unable to, the date of the attempted delivery.

Delivery Point: The designated place for Goods delivery.

Goods: Any goods agreed upon in the Contract for supply to the Buyer by Garment Gate (including any part or parts of them).

Incoterms: The international rules for interpreting trade terms of the International Chamber of Commerce.

Garment Gate: Rutland Merchandise Ltd. trading as ‘Garment Gate’, incorporated and registered in England and Wales with company number 09496176, and the supplier of the Goods, with its registered office at Unit 3 Pullman Trading Estate, Station Road, Uppingham, Rutland, LE15 9TX.

1.2 A reference to a specific law denotes its current state, considering amendments, extensions, applications, or re-enactments, along with any subordinate legislation presently in force.

1.3 Words in the singular include the plural, and vice versa.

1.4 Condition headings do not influence the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 The Contract is based on these conditions, to the exclusion of all other terms and conditions, including those the Buyer seeks to apply under any purchase order, confirmation of order, specification, or other document.

2.2 Terms or conditions present in the Buyer’s purchase order, confirmation of order, specification, or other document do not form part of the Contract merely due to reference in the Contract.

2.3 These conditions apply to all sales conducted by Garment Gate. Any variations to these conditions and any representations about the Goods are ineffective unless expressly agreed in writing and signed by a Director of Garment Gate. The Buyer acknowledges not relying on any statement, promise, or representation made or given by or on behalf of Garment Gate not set out in the Contract. This condition does not exclude or limit Garment Gate’s liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from Garment Gate is considered an offer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer is deemed accepted by Garment Gate, and a Contract does not come into existence until an order is accepted by Garment Gate, either through appropriate means or, if earlier, by delivering the Goods to the Buyer.

2.6 The Buyer is responsible for ensuring the completeness and accuracy of the terms of its order and any applicable specification.

2.7 Any quotation provided by Garment Gate is subject to change at its absolute discretion but remains open for acceptance by the Buyer, provided Garment Gate has not withdrawn it or the acceptance timescale has not expired.

2.8 Garment Gate may, at its absolute discretion, sell branded and private label products to authorized customers. In such sales, the Buyer must not: (a) advertise, promote, distribute, sell, or market the products in any way that disparages, misrepresents, or injures the brand or private label owners; and (b) distribute or sell products using illegal, deceptive, undesirable, or improper advertising, marketing, or selling practices, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.

2.9 Garment Gate may at any time between the order date and the dispatch date cancel all or any part of an order or vary quantities at its own discretion, with written notice to the Buyer.

2.10 By entering into this Contract with Garment Gate, the Buyer affirms that it is acting in the course of its trade or business.

3. DESCRIPTION

3.1 The quantity and description of the Goods are as set out in Garment Gate’s records, which stand as absolute proof of the Buyer’s order.

3.2 Samples, drawings, descriptive matter, specifications (including sizing and colouring), and advertising issued or made available by Garment Gate, along with any descriptions or illustrations in Garment Gate’s catalogues or brochures, are provided solely to give an approximate idea of the Goods. They do not form part of the Contract.

3.3 Size, style, fabric content, specification, quality, colour, and any other matters concerning the Goods should be verified by the Buyer upon receipt. It is the Buyer’s sole responsibility to confirm that the delivered Goods match the order.

3.4 Garment Gate provides no warranty, express or implied, regarding the suitability of the Goods for the purpose chosen by the Buyer.

3.5 The Buyer acknowledges that variations may occur from one dye batch to another, and Garment Gate shall not be liable for such colour variations.

3.6 The Buyer agrees that showing or inspecting a sample of the Goods does not constitute a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in writing by Garment Gate, the Delivery Point is Garment Gate’s place of business. Collections from Garment Gate’s place of business are permitted only between Monday to Friday, 9.00 am to 3.30 pm.

4.2 If the Buyer wishes the Delivery Point to be other than Garment Gate’s place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.

4.3 The Buyer must take delivery of the Goods within 7 days of Garment Gate notifying that the Goods are ready for delivery.

4.4 Any dates specified by Garment Gate for Goods delivery (including making them available for collection) are estimates relied upon by the Buyer at its own risk. Time for delivery is not of the essence, and no notice shall make it so. If no dates are specified, delivery shall be within a reasonable time, with Garment Gate’s view being final on what constitutes reasonable.

4.5 Garment Gate shall not be liable for any direct, indirect, or consequential loss, costs, damages, charges, or expenses caused directly or indirectly by any delay in Goods delivery (even if caused by Garment Gate’s negligence). No delay entitles the Buyer to terminate or rescind the Contract unless 180 days have passed from the estimated delivery date.

4.6 Where the Buyer requests Goods delivery by post, Garment Gate is not liable for non or late delivery unless the reason is an error by Garment Gate in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3, Garment Gate expressly excludes all liability for non-delivery of Goods sent by post.

4.7 If the Buyer fails to accept delivery of any Goods when ready or Garment Gate is unable to deliver due to the Buyer’s failure to provide instructions, documents, licenses, or authorizations, risk in the Goods passes to the Buyer, the Goods are deemed delivered, and Garment Gate may store the Goods until delivery, with the Buyer liable for related costs and expenses.

4.8 The Buyer must provide adequate equipment and manual labour for unloading the Goods at the Delivery Point, at its expense.

4.9 If Garment Gate delivers a quantity of Goods up to 10% more or less than ordered, the Buyer is not entitled to object or reject the Goods on account of surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

4.10 Garment Gate may deliver Goods in separate instalments, invoiced and paid for in accordance with the Contract.

4.11 Each instalment constitutes a separate Contract. Cancellation or termination of one Contract relating to an instalment does not entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.12 If the Delivery Point is outside the UK: (a) the Buyer shall obtain all necessary import licenses, clearances, and consents for the Goods purchase, import, and export, unless provided otherwise in the applicable Incoterms; (b) the Buyer must comply with all applicable laws and regulations of the destination country; (c) risk in and responsibility for the Goods pass to the Buyer according to the relevant Incoterms; (d) the Buyer shall maintain appropriate insurance for Goods in transit; and (e) large orders may incur additional costs or extended delivery times, with communication from our Customer Services team if applicable.

4.13 If the Buyer opts for premium delivery service, deliveries can occur from 7.00 am onwards. If the Buyer is unavailable at that time, clause 8 may, at Garment Gate’s discretion, apply.

4.14 Garment Gate shall not deliver on behalf of a Buyer to a third party situated outside the Buyer’s country.

5. NON-DELIVERY

5.1 The recorded quantity of Goods by Garment Gate upon dispatch from its place of business, or any other authorized address or business, shall be conclusive evidence of the quantity received by the Buyer on delivery. This is unless the Buyer provides conclusive evidence proving the contrary, excluding witness evidence from any of the Buyer’s employees.

5.2 Garment Gate shall not be liable for non-delivery of Goods, even if caused by Garment Gate’s negligence, unless the Buyer gives written notice of non-delivery within 7 days from the expected delivery date.

5.3 Any liability of Garment Gate for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any relevant invoice.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of Delivery, subject to clause 4.12(c).

6.2 Ownership of the Goods shall not pass to the Buyer until Garment Gate has received in full all sums due in respect of the Goods and all other sums due from the Buyer on any account or for any reason.

6.3 Until ownership passes to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as Garment Gate’s bailee.

6.4 In relation to Goods purchased for resale, the Buyer may sell the Goods in the ordinary course of business before ownership has passed.

6.5 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer takes steps in connection with insolvency, is unable to pay debts, or encumbers the Goods.

6.6 If circumstances arise terminating the Buyer’s right to possession, the Buyer must inform Garment Gate promptly.

6.7 Garment Gate is entitled to recover payment for the Goods, notwithstanding ownership not passing.

6.8 Garment Gate has the right to enter premises to inspect or recover Goods.

6.9 If ownership termination circumstances occur, the Buyer shall hold the Goods on trust for Garment Gate until recovery.

6.10 On termination of the Contract, Garment Gate’s rights in this condition 6 shall remain in effect.

7. PRICE

7.1 Unless agreed in writing, the price for the Goods shall be as set out on Garment Gate’s website at the time of order. Garment Gate retains the right to vary the price before dispatch, with the option for the Buyer to cancel if the increase exceeds 15%.

7.2 If paying in a currency other than UK pounds sterling, the price shall be the sterling equivalent using Garment Gate’s bank’s exchange rate at the order time.

7.3 Delivery charges are as set out on Garment Gate’s website or communicated separately.

8. RETURNING GOODS

8.1 Subject to the Buyer’s return rights, all sales are final. Garment Gate may, on a case-by-case basis, consider accepting returns.

8.2 Garment Gate accepts returns under specific conditions, including providing proper documentation, restocking charges, and ensuring Goods are in original condition.

8.3 Certain Goods are not eligible for return, including Result Air Down range products, underwear, consumables, bespoke Goods, and others listed in detail.

8.4 Additional fees apply for returned Goods due to incorrect Buyer-provided information.

9. TAX

9.1 Prices are exclusive of value-added tax and additional charges, all payable by the Buyer.

9.2 Buyers ordering for delivery outside the UK are responsible for export/import duties and taxes. Export charges incurred by Garment Gate are reimbursable by the Buyer.

9.3 The Buyer is responsible for accounting for any due tax related to dealings with Garment Gate.

10. PAYMENT

10.1 Non-credit Buyers must pay at the time of order unless agreed otherwise by Garment Gate.

10.2 Credit terms may be granted at Garment Gate’s discretion, subject to approval, with payment due within thirty days of the Delivery Date.

10.3 Payments must be made promptly, with no deductions, and non-payment may result in a general and particular lien on the Buyer’s possessions.

10.4 Interest at 4% per calendar month accrues on overdue payments.

10.5 No payment is deemed received until Garment Gate has cleared funds.

10.6 Credit card payments may be subject to additional fees.

10.7 Cheques are not accepted.

11. QUALITY

11.1 Garment Gate, not being the manufacturer, provides no warranties as to the quality of Goods. The Buyer acknowledges and agrees to this exclusion.

11.2 Upon request, Garment Gate may transfer manufacturer warranties to the Buyer.

12. LIMITATION OF LIABILITY

12.1 Garment Gate’s total liability is limited to repairing/replacing Goods or the price paid, excluding consequential losses.

12.2 Garment Gate is not liable for economic loss, loss of profit, or other consequential damages.

12.3 Liability exclusions do not apply to personal injury, fraud, or illegal acts.

12.4 Liability is limited to the Goods themselves, and Garment Gate advises testing before use with other products.

12.5 The Buyer acknowledges that the price paid reflects the reasonable risk assumed by Garment Gate.

13. BUYER OUTSIDE OF UK

13.1 For EU and Northern Ireland deliveries, Incoterms apply. For non-UK and EU deliveries, terms are agreed case by case.

13.2 If Goods value is below specified thresholds, the Buyer pays delivery costs.

13.3 The Buyer is responsible for import/export compliance, taxes, and duties.

13.4 Garment Gate is not obliged to give notice under section 32(3) of the Sale of Goods Act 1979.

13.5 Buyer complaints must be raised within 48 hours of Delivery for non-UK shipments.

13.6 Incoterms prevail for non-UK deliveries, with this clause prevailing over conflicting provisions.

13.7 Garment Gate may provide information for customs clearance, with no warranty regarding accuracy.

13.8 Garment Gate reserves the right to alter product information for customs clearance. The Buyer acknowledges that such information may change, and Garment Gate provides no warranty regarding its accuracy.

TERMINATION

14.1 Garment Gate reserves the right to terminate or suspend immediately its performance of the entire or any part of its obligations to the Buyer, without prejudice to any other remedies, if:

(a) The Buyer is a corporation and experiences the appointment of a receiver or administrator, passes a resolution for winding-up, suffers a court order to that effect, or applies to a court for an interim order related to a voluntary arrangement with its creditors. In the case of the Buyer being a partnership, the dissolution of the partnership, or, if the Buyer is an individual, a bankruptcy order is made against the Buyer. Whether the Buyer is a corporation, partnership, individual, or another entity, and is subject to similar actions or proceedings in any jurisdiction outside England and Wales; or

(b) The Buyer becomes unable to pay debts as they fall due, or an encumbrancer or creditor takes steps to enforce a security given by the Buyer, or the Buyer enters into any composition or arrangement with creditors; or

(c) The Buyer fails to take delivery or pay for the Goods on the due date or is in material breach of any obligations to Garment Gate; or

(d) Garment Gate has reasonable grounds to suspect that any of the circumstances set out in sub-clauses (a) to (c) have occurred or may occur.

14.2 If this agreement is terminated by Garment Gate:

(a) Garment Gate is entitled to be immediately paid any and all sums due from the Buyer, whether in respect of this or any other contract, including any monies unpaid as a result of credit provided to the Buyer;

• (b) Insofar as the Goods have not been delivered prior to termination, Garment Gate shall be discharged from any obligation to supply the Goods.

ASSIGNMENT

15.1 Garment Gate may 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 or any part of it.

• 15.2 The Buyer shall not be entitled to 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 or any part of it without the prior written consent of Garment Gate.

FORCE MAJEURE

• Garment Gate reserves the right to defer the date of delivery, 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 carrying on its business due to circumstances beyond its reasonable control, including, but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and pandemic, lock-outs, strikes, or other labor 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. If the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Garment Gate to terminate the Contract.

WEBSITE USE

17.1 The Buyer must not use Garment Gate’s website in any way that causes damage to the website, impairs the availability or accessibility of the website, or is unlawful, illegal, fraudulent, or harmful. The Buyer must not use the website in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

17.2 The Buyer must not use Garment Gate’s website to copy, store, host, transmit, send, use, publish, or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

17.3 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 Garment Gate’s express written consent.

• 17.4 The Buyer must not use Garment Gate’s website to transmit or send unsolicited commercial communications.

BREXIT

For the purposes of this clause 18, the following definitions apply:

Brexit. Brexit means the UK ceasing to be a member state of the European Union or the expiry of any agreed transition or implementation period. Brexit Trigger Event(s). A Brexit Trigger Event means any change which, in the reasonable opinion of Garment Gate, has an impact on Garment Gate arising out of or in connection with Brexit including, but not limited to, any change to the legal, regulatory, trade, tariff, customs, licensing, and/or currency position.

18.1 If at any time a Brexit Trigger Event occurs, Garment Gate may, at its sole election:

(a) Impose an amendment to this agreement to deal with the consequences of the Trigger Event, provided the amendment does not deprive the Buyer of the material benefit gained as a result of the Contract; and/or

(b) Terminate or suspend this agreement.

• 18.2 For the purposes of clause 18.1(a), the Buyer shall not be deemed to have been deprived of the material benefit of the Contract if (i) the cost of the Goods increases by not more than 20%, and/or (ii) the anticipated delivery date (time not being of the essence) is extended by not more than 4 calendar weeks.

DATA PROTECTION

19.1 If Garment Gate collects personal information in connection with the Contract, such information will only be used as set out in Garment Gate’s privacy policy available here.

• 19.2 The Buyer shall comply with all applicable privacy and data protection laws and regulations.

COMPLIANCE WITH LAWS

• 20.1 The Buyer shall comply with all applicable laws, statutory instruments, regulations, directives, codes of practice, and standards, including (without limitation), the Bribery Act 2010.

GENERAL

21.1 Each right or remedy of Garment Gate under the Contract is without prejudice to any other right or remedy of Garment Gate whether under the Contract or not.

21.2 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 be deemed severable. The remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

21.3 Failure or delay by Garment Gate 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.

21.4 Garment Gate does, and may, from time to time, monitor or record telephone calls between it and the Buyer (or a prospective buyer).

21.5 Any waiver by Garment Gate 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 not affect the other terms of the Contract.

21.6 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.

• 21.7 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 & Welsh courts.

Freight charges are applicable to 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 in any application process, including wearer trials. Any alterations to goods will deem them unreturnable. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED on Garment Gate’s website ARE FOR GUIDANCE ONLY. Some colour icons are not a true representation of their appearance. Grey marl, ash, denim, washed, and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, Garment Gate will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed. Garment Gate advises testing products before undertaking/completing a job. PLEASE NOTE: We always recommend that all goods sold by Garment Gate are checked for their suitability of purpose in any application process, including wearer trials. Any alterations to goods will deem them unreturnable. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED on Garment Gate’s website ARE FOR GUIDANCE ONLY. Some colour icons are not a true representation of their appearance. Grey marl, ash, denim, washed, and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, Garment Gate will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed. Garment Gate will only support products supplied. Garment Gate advises testing products before undertaking/completing a job. Colours produced in the process of garment decoration, for example; print, embroidery, DTF transfers for third-party decoration are not colour-matched in any way and may vary from on-screen visuals and/or proofs provided.

Service Availability and Refund Policy

1. Service Availability

1.1 We strive to provide a continuous and reliable service, but we cannot guarantee uninterrupted access to our website. The website may be temporarily unavailable due to maintenance, system malfunctions, or other reasons beyond our control.

1.2 We reserve the right to modify, suspend, or discontinue any part of the service at any time, with or without notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuance of the service.

2. Limitation of Liability

2.1 You expressly understand and agree that your use of the website and its services is at your sole risk. The website and all content, products, and services provided through it are provided on an “as is” and “as available” basis.

2.2 To the extent permitted by applicable law, we disclaim all warranties, representations, and conditions of any kind, whether express or implied, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

2.3 In no event shall Garment Gate or its affiliates, officers, directors, employees, agents, or licensors be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Garment Gate has been advised of the possibility of such damages), resulting from the use or the inability to use the website or any other matter relating to the website.

3. Refund Policy

3.1 In the event of website unavailability or service disruptions, you acknowledge and agree that you are not entitled to a refund of any membership or subscription fees. We shall not be held responsible for any loss or inconvenience caused by such disruptions.

4. Force Majeure

4.1 We shall not be liable for any failure or delay in the performance of our obligations under these terms and conditions if such failure or delay is due to causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, strikes, power failures, or acts or omissions of third-party service providers.

5. Indemnification

5.1 You agree to indemnify and hold Garment Gate harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the website, your violation of these terms and conditions, or your violation of any rights of another user or third party.

 

PROMOTIONAL TERMS & CONDITIONS

1. Unless expressly stated otherwise, Promotions and Competitions conducted by Garment Gate are open to all Garment Gate account holders who are 18 years of age or older, excluding employees or agents of Garment Gate Limited.

2. The determinations made by Garment Gate shall be considered final and conclusive on all matters, and no correspondence shall be entertained.

3. Garment Gate disclaims any responsibility for damages, losses, injuries, or disappointments suffered by recipients of any promotion or competition.

4. Participation in the promotion implies an agreement by entrants to be bound by these Terms & Conditions and any additional terms set forth in the promotional material.

5. Promotions are available only while stocks last, where applicable.

6. Prizes are non-transferable, and no cash alternatives are available. Garment Gate reserves the right to substitute prizes of equal or greater value at any time.

7. All transactions are subject to the complete Terms & Conditions of sale of the company, accessible upon request from www.garmentgate.com.

8. Promotions are valid only for the specified period in the promotional offer.

9. Any promotional samples and giveaways, where applicable, are non-returnable and non-refundable.

10. Unless otherwise specified, Garment Gate promotions and competitions are limited to one entry per customer account.

11. Samples issued as part of promotional offers are non-returnable, and any returns will not be credited under any circumstances.

12. Winners of prize draws will be notified, and details will be listed on www.garmentgate.com for a period of seven days following the promotional period.

13. Garment Gate shall have sole discretion in honouring any promotional offer. Garment Gate reserves the right, at its sole discretion, to discontinue or cancel any promotional offer at any time and for any reason without prior notice. Any individual who, in the sole opinion of Garment Gate, violates the rules of a promotion or the Garment Gate Terms & Conditions may be disqualified without notice and without liability on the part of Garment Gate. The standard Garment Gate Terms & Conditions are accessible at Terms & Conditions.

IMAGERY TERMS & CONDITIONS

IMAGERY TERMS OF USE

These provisions delineate the terms under which Rutland Merchandise Ltd. trading as Garment Gate allows the utilization of intellectual property related to imagery, encompassing photographs, videos, audio, and images. This intellectual property is made accessible by Rutland Merchandise Ltd., either directly to the user or through other means at our discretion.

These terms are binding for all customers, distributors of Rutland Merchandise Ltd., and any individuals to whom Rutland Merchandise Ltd. extends access, permission, or provision of the Imagery (referred to as the “Licensee” or “you”).

It is imperative that you thoroughly review these terms to comprehend the scope of permissible use and the limitations associated with utilizing the Imagery. By engaging with any Imagery, you unequivocally accept and commit to complying with these terms and the License (defined below). Particular attention is directed to Clause 4 (Use of Imagery – License Restrictions and obligations of the Licensee) and Clause 5 (Liability and Indemnity).

This document undergoes periodic scrutiny, and Garment Gate reserves the prerogative to amend these terms periodically. It is advised to regularly check for updates. Amendments will be effective upon posting on the Site (as defined below).

1. Definitions and Interpretation

1.1 In these terms, the subsequent definitions apply:

• Account: The user account on the Site established by or on behalf of the Licensee, if applicable.
• Affiliate: Any business entity, at any given time, exercising control over, controlled by, or under common control with Garment Gate.
• Brand Terms and Conditions: Applicable brand guidelines, license terms, and terms of use concerning specific Product brand imagery. This includes guidelines, license terms, and terms of use from third-party manufacturers or brands supplying products to Garment Gate. It encompasses any additional instructions and information pertaining to the use of Imagery for any Product brand, as communicated by Garment Gate.
• Control: Ownership of over 50% of shares or securities, directly or indirectly, affording the right to vote on all or substantially all matters, including directorial elections.
• Imagery: Encompasses images, drawings, photographs, audio, video, marketing material, designs, models, descriptions, information, documents, reports, computer programs, databases, data, deliverables, and other items related to the Products. These are made available for use by the Licensee, created by Garment Gate or supplied by third parties.
• Intellectual Property Rights: All existing and future rights, including copyright, design right, knowhow, and other rights, in the Imagery. These rights are vested in Garment Gate or its licensors.
• Licence: The licence granted by Garment Gate in accordance with Clause 3.1.
• Permitted Period: The duration during which the Licensee is authorized to access and/or use the Imagery. This period is as stipulated in the Brand Terms and Conditions or as otherwise communicated by Garment Gate. Typically, it corresponds to the calendar year in which the Imagery was provided by Garment Gate.
• Product(s): As defined in clause 3.1.
• Purpose: As defined in clause 3.1.
• Garment Gate, we, us, our: Rutland Merchandise Ltd., a company registered in England and Wales under company number 09496176, with a registered office at Unit 3 Pullman Trading Estate, Station Road, Uppingham, Rutland, LE15 9TX.
• Site: Refers to our website at https://garmentgate.co.uk/ or any other website determined by us from time to time.

2. Validity of the Licence

2.1 The Licence becomes effective on the earlier of the following dates:

• (a) The date the Licensee creates an Account on the Site.
• (b) The date the Licensee is provided with any Imagery or uses any Imagery for the Purpose, irrespective of whether such date is before or after the effective date of these terms.

The Licence remains in effect until terminated in accordance with Clause 9.

3. Grant of Licence

3.1 In consideration of the Licensee being a customer of Garment Gate or having another commercial relationship with Garment Gate, and in consideration of other valuable considerations, Garment Gate grants the Licensee a non-exclusive, royalty-free, non-transferable licence. This licence does not confer the right to grant sub-licences. The Licence does not include any imagery displayed on Garment Gate’s website or any promotional material whether digital or otherwise for any purpose without the prior written consent of Garment Gate. The only exception to this is where imagery has been created by the Licensee within Garment Gate’s ‘Design Editor’ at https://garmentgate.co.uk/design-editor/

It allows the Licensee to store, print, display, publish, or exhibit the Imagery and use the intellectual property embedded in the Imagery for the purpose of marketing and promoting products purchased from Garment Gate for resale to its customers. This authorization extends to any other purpose approved by Garment Gate in writing from time to time (the “Purpose”).

3.2 The Licence does not transfer any Intellectual Property Rights in the Imagery, except as expressly stated herein. Any Intellectual Property Rights owned by Garment Gate or its Licensors remain with Garment Gate or its Licensors.

3.3 Unless otherwise agreed in writing between Garment Gate and the Licensee, all supplies of Products are subject to Garment Gate’s standard terms and conditions, available at: https://www.garmentgate.com/footer-pages/terms–conditions/terms–conditions/.

4. Use of Imagery – Licence Restrictions and Obligations of the Licensee

4.1 The Licensee shall not use any imagery displayed or otherwise on Garment Gate’s website or any promotional material whether digital or otherwise for any purpose without the prior written consent of Garment Gate. The only exception to this is where imagery has been created by the Licensee within Garment Gate’s ‘Design Editor’ at https://garmentgate.co.uk/design-editor/

4.2 The Licensee shall promptly notify Garment Gate of any suspected infringement of the Intellectual Property Rights in the Imagery.

4.3 The Licensee acknowledges that the use of Imagery and/or this Licence may be subject to Brand Terms and Conditions and any other third-party licence terms, terms of use, or additional third-party terms. The Licensee hereby agrees to comply with Brand Terms and Conditions and any additional obligations communicated by Garment Gate from time to time.

4.4 In case of conflict between any provisions of these terms and the provisions of Brand Terms and Conditions, the provisions in Brand Terms and Conditions shall prevail.

5. Liability and Indemnity

5.1 To the maximum extent permitted by law, Garment Gate shall not be liable to the Licensee for any costs, expenses, loss, or damage (whether direct, indirect, or consequential, and whether economic or otherwise) arising out of or in connection with the Licensee’s exercise of the rights granted under the Licence.

5.2 The Licensee shall indemnify Garment Gate against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, interest, penalties, legal costs, and all other professional costs and expenses) suffered or incurred by Garment Gate. This indemnity includes claims for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Licence, the Licensee’s breach or negligent performance or non-performance of the Licence, or the enforcement of these terms.

5.3 These terms do not exclude or limit liability for death or personal injury caused by negligence. 

6. Warranties

6.1 Garment Gate warrants to the Licensee, to the best of its knowledge and belief, that it possesses the right, power, and authority to enter into the Licence and grant the Licensee the rights as contemplated herein. However, Garment Gate makes no warranty or representation and disclaims any implied warranty or representation:

(a) regarding ownership of the Imagery or that the use of the Imagery will not infringe any Intellectual Property Rights of third parties; or

(b) as to the accuracy, completeness, adequacy, or suitability of the Imagery for any purpose or use.

6.2 All other warranties and representations, whether statutory or implied, are expressly excluded to the fullest extent permitted by law.

7. Equitable Relief

7.1 The Licensee acknowledges that any breach or threatened breach of the Licence or these terms may cause Garment Gate irreparable harm. Consequently, Garment Gate may be entitled to injunctive or other equitable relief.

8. Entire Agreement

8.1 These terms, along with any other referenced documents, constitute the entire agreement between the Parties concerning the subject matter and supersede any prior agreements, representations, or understandings unless expressly incorporated by reference in these terms. Each Party acknowledges that it has not relied on any representation (whether innocent or negligent) not expressly embodied in these terms. This clause does not limit or exclude any liability for fraud or fraudulent misrepresentation.

9. Termination

9.1 Garment Gate may terminate the Licence at any time:

(a) upon 5 calendar days’ written notice to the Licensee;

(b) immediately if the Licensee:

    (i) breaches any term of the Licence;

    (ii) ceases or threatens to cease its business;

    (iii) if, to the extent the Imagery belongs to a third party, Garment Gate’s permission to use the Imagery ends or is restricted in any way;

    (iv) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent, or an order is made, or a resolution passed for the administration, winding-up, or dissolution of the Licensee (other than for the purposes of a solvent amalgamation or reconstruction), or an administrative or other receiver, manager, liquidator, administrator, trustee, or similar officer is appointed over all or any substantial part of the Licensee’s assets, or the Licensee enters into or proposes any composition or arrangement with its creditors generally, or any analogous event occurs in any applicable jurisdiction; or

    (v) undergoes a change of Control; or

(c) immediately upon termination by either Party or the expiry of the supply arrangement or any other business arrangements between Garment Gate and the Licensee.

9.2 Upon termination or expiry of the Licence:

(a) all rights and licences granted to the Licensee under the Licence will cease;

(b) the Licensee shall cease using the Imagery; and

(c) within 30 days of the expiry or termination of the Licence, the Licensee shall destroy all marketing material using the Imagery and confirm in writing to Garment Gate that this has been done.

10. General

10.1 Waiver. No failure or delay by a Party to exercise any right or remedy under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.2 Remedies. Except as expressly provided for in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

10.3 Variations. No variation of the Licence shall be effective unless it is in writing and signed by an authorized representative of each Party, except as expressly provided in the Licence.

10.4 Severance. If any provision or part-provision of the Licence is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.

10.5 Assignment: The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under these terms.

11. Governing Law and Jurisdiction

11.1 These terms and the Licence, and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law.

11.2 The Parties agree irrevocably that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and/or the Licence, or its subject matter or formation (including non-contractual disputes or claims).

Brand Terms and Conditions

In addition to these conditions you should be aware that some imagery on Garment Gate’s website is subject to specific Brand Terms and Conditions. We do not grant the Licensee any right to any Brand imagery. 

WEBSITE DATA TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this agreement:

“Confidential Information” refers to:

(a) the Data;

(b) the particulars, terms, and content of this agreement; and

(c) all information and/or data that the Licensee obtains or has obtained (whether before, on, or after the date of this agreement) directly or indirectly from Garment Gate concerning the Permitted Purpose, whether disclosed in writing, orally, or through any other means. This excludes any Excluded Information from the date it becomes so.

“Data” encompasses all product information and data related to Garment Gate’s products, provided to the Licensee in electronic form, including but not limited to prices, specifications, descriptions, and images.

“Excluded Information” pertains to any information and/or data that:

(d) is disclosed by the Licensee in compliance with the legal requirements of a competent legal or other regulatory authority, provided Garment Gate is notified by the Licensee before such disclosure occurs; or

(e) is already known to the Licensee before the date of this agreement, not obtained directly or indirectly from Garment Gate; or

(f) the Licensee receives from a third party who lawfully possessed such Confidential Information and has not obtained it in breach of a duty of confidence owed to Garment Gate; or

(g) is or becomes part of the public domain at the time of its disclosure to the Licensee (other than through a breach of this clause by the Licensee).

“Intellectual Property Rights” include patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, Data rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, registered or unregistered, including all applications, renewals, or extensions of such rights, and all similar or equivalent rights or forms of protection anywhere in the world.

“Licensee” denotes the party, whether corporate or individual, to whom Garment Gate licenses the Data and/or the Licensed Intellectual Property Rights.

“Licensed Intellectual Property Rights” include all copyright, all other rights in the nature of copyright, all Data rights (as defined in the Legal Protection of Data Directive 96/9 EC), and any other intellectual property rights (or rights of a similar nature), registered or unregistered, existing anywhere in the world, along with all legal and equitable rights protecting the confidentiality of any information or materials.

“Permitted Purpose” is as defined in Clause 3.1.

“Garment Gate” refers to Rutland Merchandise Ltd., the business with company Number 09496176, having its registered office at Unit 3 Pullman Trading Estate, Station Road, Uppingham, Rutland, LE15 9TX.

1.2 Words referring to persons include individuals, bodies corporate, companies, unincorporated associations, partnerships, firms, trusts, and all other legal entities.

1.3 Headings to clauses are used for ease of reference only and do not affect the interpretation or construction of this agreement.

1.4 Words denoting the singular include the plural, and vice versa.

1.5 Words denoting any gender include all other genders.

2. TERM

This agreement begins when these terms are accepted by the Licensee and continues until terminated by either party giving notice in writing to the other party.

3. USE OF DATA

3.1 Subject to the terms of this agreement, Garment Gate does not grant the Licensee any right to store the Data on the Licensee’s computer system and/or use the Data and the Licensed Intellectual Property in any form.

3.2 The Licensee shall not:

(a) use or otherwise exploit the Data other than as provided in Clause 3.1 (including, without limitation, disclosing the whole or any material part of the Data to any other person whatsoever);

(b) reformat, adapt, vary, modify, or otherwise change the Data in any manner nor merge the Data so that the Data ceases to be readily identifiable as that of Garment Gate;

(c) permit any third party (including web developers or website/e-commerce platform providers) to have access to the Data without the express permission of Garment Gate.

3.3 In consideration of the license granted at clause 3.1, the Licensee shall:

(a) pay Garment Gate the sum of £1.00 (receipt of which Garment Gate confirms); and

(b) abide by the terms of this agreement.

4. OWNERSHIP OF DATA

4.1 Title to the Data, including legal and beneficial ownership of all Intellectual Property Rights in it, remains the property of Garment Gate at all times. The Licensee does not acquire any rights in the Data or any associated Intellectual Property Rights beyond those granted at clause 3.1.

5. WARRANTIES AND UNDERTAKINGS

5.1 Garment Gate will use reasonable endeavors to ensure the accuracy of the Data but gives no warranty, express or implied, regarding the accuracy or completeness of the Data or its fitness for any purpose. Garment Gate expressly excludes any liability in respect thereof.

5.2 Garment Gate does not warrant that the Data shall be virus-free, and the Licensee is solely responsible for virus scanning the Data before introducing it to the Licensee’s computer system.

5.3 The Licensee warrants and undertakes to take all steps necessary to maintain and protect the Intellectual Property Rights in the Data, including, without limitation, implementing all necessary security measures to prevent unauthorized access, alteration, disclosure, accidental loss, damage, or destruction of the whole or any part of the Data.

5.4 The Licensee shall indemnify and keep indemnified Garment Gate against any and all claims, losses, expenses, liabilities, damages, or costs (including all legal fees actually incurred) arising directly or indirectly out of or related to any breach of the warranties and undertakings referred to in clause 5.3 above or any other breach of the terms of this agreement, or against any third-party claims against Garment Gate arising from or relating to the Licensee’s use of the Data.

5.5 The Licensee shall:

(a) cooperate with Garment Gate in all matters relating to the Data;

(b) comply with Garment Gate’s lawful instructions regarding the Data;

(c) provide, in a timely manner, such information and assistance as Garment Gate may request, ensuring accuracy in all material respects;

(d) use the Data only for the Permitted Purpose.

6. LIABILITY

Except in cases of personal injury or death resulting from Garment Gate’s negligence, or where liability cannot be lawfully excluded or restricted, Garment Gate shall bear no liability to the Licensee. This applies whether the liability arises from contract, tort (including negligence), or any other legal basis. Garment Gate shall not be liable for:

(a) Loss of business, use, profit, anticipated profit, contracts, revenues, goodwill, data, or use of data;

(b) Consequential, special, or indirect loss or damage;

(c) Liability, claim, costs (including legal costs), damage, or expenses incurred by the Licensee arising from its use of the Data.

7. CONSEQUENCES OF TERMINATION OR TERM EXPIRING

7.1 Upon expiry or earlier termination of this agreement:

(a) All rights and obligations of the parties shall cease immediately, unless expressly stated otherwise in this agreement;

(b) The Licensee shall, upon request, return all Confidential Information of Garment Gate and certify the absence of Garment Gate’s Confidential Information;

(c) The Licensee shall:

(i) Promptly return all physical and/or electronic copies of the Data to Garment Gate;

(ii) Permanently erase the Data from the Licensee’s computer system, including any backup or archive copies, providing written confirmation of completion;

(iii) Refrain from any further use of the Data or any material derived from the Data under this agreement.

7.2 Failure by the Licensee to comply with clause 7.1(c) entitles Garment Gate to send appropriately qualified personnel to the Licensee’s location to permanently erase the Data from the Licensee’s computer system, with the Licensee duly authorizing such personnel’s entry to its premises.

7.3 Despite termination, the terms in clauses 5, 6, 7, and 9 shall survive.

8. ASSIGNMENT

8.1 Garment Gate may assign, license, or otherwise dispose of all or any part of the rights granted under this agreement.

8.2 The Licensee may not assign, license, or otherwise dispose of the rights granted under this agreement.

9. CONFIDENTIALITY

9.1 The Licensee shall treat all Confidential Information as strictly confidential and:

(a) Exercise the same degree of care and apply similar security measures as for its own confidential information;

(b) Not make copies of Confidential Information without Garment Gate’s prior written consent;

(c) Not store Confidential Information electronically on externally accessible computers or electronic devices;

(d) Ensure that Confidential Information is held only at the Licensee’s usual place of business;

(e) Immediately notify Garment Gate of any breach and promptly take necessary steps as required by Garment Gate.

(f) Use Confidential Information only for the Permitted Purpose;

(g) Not disclose Confidential Information to any person, except as per clause 9.2 or this agreement.

9.2 The Licensee may disclose Confidential Information to its directors or employees for the purposes of this agreement, ensuring compliance with confidentiality obligations and being responsible for any breaches.

9.3 This agreement places no obligation on Garment Gate to exchange Confidential Information and does not restrict the use, copying, or disclosure of a party’s own confidential information.

10. GENERAL

10.1 This agreement does not create a partnership or fiduciary relationship between the parties.

10.2 This agreement constitutes the entire understanding between the parties, superseding any previous agreements.

10.3 The parties acknowledge they entered into this agreement without reliance on any statements not expressly stated herein.

10.4 No delay, indulgence, or omission in exercising rights shall constitute a waiver.

10.5 No single or partial exercise or non-exercise of any right, power, or remedy shall preclude further exercise.

10.6 If any provision becomes illegal, invalid, or unenforceable, it shall not affect the legality, validity, or enforceability of other provisions.

10.7 No variation of this agreement is valid unless in writing and signed by each party.

10.8 Third parties have no right to enforce this agreement.

10.9 English law governs this agreement, and the parties submit to the exclusive jurisdiction of the English Courts.