Terms and Conditions
of Purchase
Lesmar Ltd t/a The 1947 (The 1947)
Registered in England under company number: 00436880
1. General
1.1 No contract exists until The 1947 issues a written Purchase Order (PO) to the Supplier.
1.2 These terms override any Supplier terms unless agreed in writing.
1.3 Acceptance of a PO confirms agreement to these terms.
2. Specifications & Proof Approval
2.1 All goods must match approved artwork, branding guidelines, colours and positioning.
2.2 Production must not begin without written proof approval.
2.3 The Supplier must ensure accurate application of any decoration and highlight risks before.
3. Quantity
3.1 Goods must match PO quantity.
3.2 Short deliveries require approval and must be corrected promptly.
3.3 Over deliveries: under £3/unit ex VAT – up to 5% quantity tolerance is allowed; over £3/unit – written approval is required.
3.4 Unauthorised excess may be rejected or unpaid.
4. Quality & Decoration Standards
4.1 Goods must be defect-free, fit for purpose and meet all laws and specifications.
4.2 Decoration must match approved artwork and remain durable.
4.3 Minimum 12-month warranty applies.
4.4 Defective goods may be rejected, replaced or refunded at Supplier cost.
4.5 Goods must be securely packaged. Cartons must be labelled according to instructions.
5. Delivery, Risk & Title
5.1 Delivery dates are important and delays must be reported promptly.
5.2 Ownership and risk transfer upon delivery and acceptance.
5.3 Rejected goods remain at Supplier risk and cost.
5.4 Transfer of title shall not prejudice any right of rejection.
6. Pricing & Payment
6.1 Prices are fixed and include all costs unless agreed otherwise.
6.2 Invoices must include PO number.
6.3 Payment terms: 30 days end of month from valid invoice receipt unless otherwise agreed in writing.
7. Confidentiality
7.1 Confidential information must be protected and used only for the contract.
7.2 Obligation lasts 5 years or longer for trade secrets.
8. Data Protection
8.1 Parties must comply with all relevant data protection laws.
8.2 Supplier must process data only as instructed.
9. Intellectual Property (IP)
9.1 All artwork and materials supplied remain property of The 1947.
9.2 New IP created for the PO is assigned fully to The 1947.
9.3 No use of any branding, names or logos without written consent.
10. Ethical & Legal Compliance
10.1 Supplier must comply with relevant labour, anti-bribery, environmental and safety laws and the Supplier’s supply chain must also comply. Failure may result in termination.
10.2 The Supplier confirms that it abides with the Ethical Trade Initiative Base Code, and must ensure that any third party suppliers in the Supplier’s supply chain also comply.
11. Environmental Responsibility
11.1 Supplier must meet environmental standards including REACH and RoHS. Failure may result in termination.
12. Insurance
12.1 Supplier must maintain appropriate insurance.
12.2 Minimum product liability £2m (UK) / €2m (EU).
12.3 Proof of insurance must be provided on request.
13. Liability
13.1 The 1947 liability is capped at PO value.
13.2 Supplier liability is capped at greater of 150% of order value or £250,000.
13.3 Exclusions apply for fraud, injury, IP infringement and safety issues.
14. Force Majeure
14.1 Neither party liable for delays beyond control.
14.2 Must notify, mitigate and resume quickly in case of a Force Majeure event. If over 30 days, The 1947 may terminate.
14.3 Cost increases alone excluded.
15. Assignment & Subcontracting
15.1 Supplier must not subcontract without approval.
15.2 Supplier remains responsible.
16. Notices
16.1 Notices must be in writing (email or post).
16.2 Deemed received per standard timings.
17. General
17.1 No waiver of rights.
17.2 Invalid clauses do not affect others.
17.3 Entire agreement applies.
18. Law
18.1 Governed by English law and courts.
16.2 Deemed received per standard timings.