Terms and Conditions

  1. Basis of order
    1. Your order (whether placed (i) electronically through our website portal or by email; (ii) by way of physical order form; or (iii) by telephone) constitutes an offer by you to purchase patchwork and quilting products and related products (Goods) in accordance with these terms and conditions (Order).
    2. Your Order will only be deemed to be accepted when we issue a written acceptance of the Order or give some other positive acknowledgement of acceptance, at which point a contract between you and us will come into existence for the purchase of the Goods in accordance with these terms and conditions. For the avoidance of doubt, we will be entitled to reject any Order at our sole discretion without giving a reason.
    3. You acknowledge that we do not sell Goods to consumers (as defined by the Consumer Rights Act 2015). It is a condition of your Order that you are not a consumer and that you are purchasing Goods solely for the purposes of a business carried on by you. Your Order will be void and we will have no further obligations to you if this condition is breached.
    4. We will use our reasonable endeavours to ensure that any descriptions or images of the Goods (whether on our website or any other materials issued by us) are fair and accurate. However, our suppliers change their specifications from time to time and we will have no liability for any discrepancies.
    5. These terms and conditions apply to your Order to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    6. A quotation for any Goods given by us will not constitute an offer capable of acceptance and we may withdraw it at any time.
    7. You acknowledge that all Orders placed with us are binding and cannot be cancelled without our prior written consent, which we may withhold at our sole discretion. If we agree to the cancellation of your Order this will be subject to such conditions as we impose including but not limited to the retention of all (or a portion) of any payment already received by you and/or the payment by you of a proportion of the price of the Goods.
  2. Delivery
    1. We will deliver the Goods to the location set out in the Order or such other location as we agree with you in writing at any time after your Order.
    2. Any dates quoted for delivery are approximate only and will not form part of the contract between us.
    3. If we fail to deliver any Goods, our liability will be limited to the total price paid by you in advance for them. We will have no liability for any failure to deliver the Goods or delayed delivery to the extent that such failure or delay is caused by an Event Beyond Our Control (as defined in clause 8)or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    4. If any Goods are returned to us as a result of you failing or being unable to accept delivery then we will store them until delivery takes place, and will be entitled to charge you for all related costs and expenses (including insurance).
    5. If two weeks after the return of the Goods to us you have not accepted actual delivery of them, we may resell or otherwise dispose of part or all of them and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
    6. If we deliver up to and including 5% more or less than the quantity of Goods ordered you may not reject them, but on receipt of notice from you on the day of delivery that the wrong quantity of Goods was delivered, a proportionate adjustment will be made to the Order invoice.
    7. We may deliver the Goods by instalments, which will be invoiced and paid for separately. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
  3. Quality
    1. We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods will:
      1. conform in all material respects with their description; and
      2. be free from material defects in design, material and workmanship.
    2. Subject to clause 3.3, if:
      1. you give notice in writing to us that some or all of the Goods do not comply with the warranty set out in clause 3.1;
      2. such notice is given to us within 7 days of delivery in respect of any obvious defects and during the warranty period (but within one day of your discovery of the defect) in respect of any non-obvious defects;
      3. we are given a reasonable opportunity of examining such Goods or (at our discretion) you provide us with clear photographic evidence of the defect; and
      4. you (if asked to do so by us) return such Goods to our place of business at your cost, clearly marking any packages with the applicable returns number (which must first be obtained from us), we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
    3. We will not be liable for the Goods' failure to comply with the warranty set out in clause 3.1 in any of the following events:
      1. you(or your customer) make any further use of the Goods after you give notice in accordance with clause 3.2;
      2. the defect arises because you (or your customer) failed to follow our oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
      3. you(or your customer) alter or repair the Goods without our prior written consent;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions; or
      5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    4. Except as provided in this clause 3, we will have no liability to you in respect of the Goods' failure to comply with the warranty set out in clause 3.1.
    5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from your Order.
    6. These terms and conditions will apply to any repaired or replacement Goods supplied by us.
  4. Title and risk
    1. The risk in the Goods will pass to you on completion of delivery.
    2. Title to the Goods will not pass to you until the earlier of:
      1. us receiving payment in full (in cash or cleared funds) for them (together with any interest and costs payable in accordance with clause 5.8) in which case title to the Goods will pass at the time of payment; and
      2. you reselling them, in which case title to the Goods will pass to you at the time specified in clause 4.4.
    3. Until title to the Goods has passed to you, you must:
      1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify us immediately if you become subject to any of the events listed in clause 7.1.2 to clause 7.1.4; and
      5. give us such information as we may reasonably require from time to time relating to:
        1. the Goods; and
        2. your financial position.
    4. Subject to clause 4.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time, title to the Goods will pass from us to you immediately before the time at which resale by you occurs.
    5. At any time before title to the Goods passes to you, we may:
      1. by notice in writing, terminate your right under clause 4.4 to resell the Goods or use them in the ordinary course of its business; and
      2. require you to deliver up all such Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter your premises or those of any third party where the Goods are stored in order to recover them.
  5. Price and payment
    1. The price of the Goods will be the price quoted by us (whether in person, via our website or otherwise) prior to your Order.
    2. We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond our control (including foreign exchange fluctuations and increases in taxes and duties);
      2. any request by you to change the quantities or types of Goods ordered; or
      3. any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
    3. The price of the Goods:
      1. excludes amounts in respect of value added tax or any other applicable sales tax (VAT), which (if applicable to your Order) you will additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. excludes all delivery costs of the Goods at our standard delivery rates in force from time to time, which (unless agreed to be free of charge)will be invoiced to you.
    4. We may agree credit terms with you, subject to you meeting our credit requirements in force from time to time, which may include (by way of example only) the supply of satisfactory trade references, the supply of your business accounts, the carrying out by us of online credit reference checks or an established trading history between you and us. Any agreed credit terms will also include a credit limit and we may suspend your credit terms while your credit limit is exceeded. Any credit terms agreed by us are at our sole discretion and may be varied or withdrawn by us at any time, without prior notice and without any reason being given, at which time any sums then owing to us (or in excess of revised credit limits) must be paid to us immediately.
    5. Unless we have agreed credit terms with you, full payment for the Goods and any applicable delivery charges will be required at the time of placing your Order (or at our sole discretion, prior to delivery of the applicable Goods).
    6. If we have agreed credit terms with you, we may invoice you for the Goods on or at any time after we dispatch the Goods and you must pay each invoice in accordance with the credit terms agreed with you from time to time.
    7. We prefer payment by BACS/faster payments but may accept cheques and debit card payments at our sole discretion. We do not accept payment by credit card. All payments made to us must be to the bank account we notify to you in writing from time to time and no payment will be considered made (including payment by cheque) until it is received by us in full and in cleared funds.Any bounced cheque payments will incur an administrative charge of £25.
    8. If you fail to make a payment due to us under your Order by the due date, then, without limiting our remedies under clause 7 (Termination and Suspension), you will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998. You will also indemnify us in full against all costs, losses and expenses (including debt recovery or professional legal costs) we suffer or incur in connection with the recovery of any late or unpaid payment due from you.
    9. All amounts due under your Order must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  6. Limitation of liability
    1. The restrictions on liability in this clause 6 apply to every liability arising under or in connection with your Order including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987.
    3. Subject to clause 6.2, our total liability to you under each Order will not exceed the price paid by you for the Goods under that Order.
    4. Subject to clause 6.2, we will have no liability to you whatsoever under any Order for any loss of profits, loss of sales or business, loss of or damage to goodwill or indirect or consequential loss.
    5. This clause will survive termination of your Order.
  7. Termination and suspension
    1. Without limiting our other rights or remedies, we may terminate your Order with immediate effect by giving written notice to you if:
      1. you fail to pay any sum due in respect of your Order (or any other order placed by you with us) by its due date and such sum remains outstanding 7 days after you being notified in writing that payment is overdue;
      2. you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      4. your financial position deteriorates so far as to reasonably justify the opinion that your ability to make payment under your Order is in jeopardy.
    2. Without limiting our other rights or remedies, we may suspend provision of the Goods under your Order or any other order placed by you with us if you become subject to any of the events listed in clause 7.1.2 to clause 7.1.4, or we reasonably believe that you are about to become subject to any of them, if you fail to pay any amount due under your Order on the due date for payment or if you have exceeded any credit limit imposed by us from time to time.
    3. On termination of your Order for any reason you must immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we may submit an invoice, which you must pay immediately on receipt.
    4. Termination of your Order, however arising, will not affect our rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of your Order or these terms and conditions which existed at or before the date of termination.
    5. Any provision of these terms and conditions that expressly or by implication is intended to continue in force on or after termination of your Order will remain in full force and effect.
  8. Events beyond our control
    1. We will not be in breach of your Order nor liable for any delay in performing, or failure to perform, any of our obligations under your Order if such delay or failure results from any event, circumstance or cause beyond our reasonable control (Event Beyond Our Control).
  9. General
    1. You may not assignor deal in any other manner with any or all of your rights or obligations under your Order without our prior written consent.
    2. Your Order and these terms and conditions constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. Neither of us will have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in your Order or these terms and conditions. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in your Order.
    3. No variation of your Order or these terms and conditions will be effective unless it is in writing and agreed by you and us.
    4. No failure or delay by either of us to exercise any right or remedy provided under these terms and conditions or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
    5. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these terms and conditions.
    6. Any notice given to a party under or in connection with your Order(but excluding the service of any proceedings or other documents in any legal action) will be in writing and:
      1. delivered by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), in which case it will be deemed received on the second working day after posting (or if applicable, the time recorded by the delivery service); or
      2. sent by email to the address from which any Order or confirmation of order is received, in which case it will be deemed received on receipt.
    7. Your Order does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of your Order or these terms and conditions.
    8. Your Order and these terms and conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, will be governed by and construed in accordance with the laws of England.
    9. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with your Order or its subject matter or formation.
    10. Interpretation:
      1. A reference to either party includes its personal representatives, successors and permitted assigns.
      2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      3. Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
      4. A reference to writing or written includes fax and email.
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