Terms and Conditions of Supply

Effective date: 5 September 2026.

Last reviewed: 5 September 2026.

1. About Division Co

1.1 Division Co is the trading name of Azeem Ahmed, a sole trader.

1.2 Our correspondence address is 360 Kingspark Avenue, Glasgow, Scotland, G73 2AL, United Kingdom.

1.3 Our customer service email address is [CUSTOMER SERVICE EMAIL].

1.4 References to “Division Co”, “we”, “us” or “our” mean Azeem Ahmed trading as Division Co.

2. Business Customers Only

2.1 We supply goods and services only to customers acting wholly or mainly for purposes connected with their business, trade, profession, school, charity, club or other organisation.

2.2 By placing an order, you confirm that you are not purchasing as a consumer for personal, family or household use.

2.3 Nothing in these Terms excludes rights that cannot legally be excluded where a customer is, despite clause 2.2, legally treated as a consumer.

3. Definitions

In these Terms:

• Customer means the person or organisation placing the Order.

• Customer Materials means garments, logos, artwork, files, specifications and other materials supplied by the Customer.

• Goods means garments, workwear, uniforms, branded apparel and associated products supplied by Division Co.

• Order means the Customer’s accepted order for Goods or Services.

• Services means design implementation, garment sourcing, embroidery, printing, decoration, sampling and related services.

• Specification means the accepted quotation, Order confirmation, approved artwork and any other written technical requirements.

• Writing includes email and other electronic communication capable of being retained.

4. Quotations

4.1 Quotations are valid for 28 days from their issue date unless stated otherwise.

4.2 A quotation is based on the quantities, sizes, artwork, materials, delivery requirements and other information available when it is prepared.

4.3 A quotation may be withdrawn before an Order becomes binding if products become unavailable, information proves inaccurate or circumstances materially affect our ability to fulfil it.

4.4 Delivery, sampling, artwork preparation and other charges will be stated in the quotation where applicable.

5. Formation of the Contract

5.1 An Order becomes binding when Division Co receives the deposit or full payment required by the quotation, provided the quotation remains valid and has not been withdrawn.

5.2 Our written Order confirmation records the resulting contract.

5.3 Production will not begin until we have received:

• The required payment.

• The Customer’s written approval of the applicable artwork proof.

• Written approval of any requested embroidery sample.

• Any required Customer Materials.

• All information reasonably required to fulfil the Order.

5.4 Payment received after a quotation has expired does not create a contract unless we subsequently confirm acceptance in writing.

6. Contract Documents and Priority

6.1 The contract consists of these Terms and the documents incorporated into the Order.

6.2 If documents conflict, the following order of priority applies: the written Order confirmation; the accepted quotation; approved artwork, technical specifications and written variations; and finally these Terms.

6.3 Statements or promises not included in these documents do not form part of the contract unless confirmed by us in writing.

7. Prices, Tax and Cost Changes

7.1 Prices are those stated in the accepted quotation or Order confirmation.

7.2 Division Co is not currently registered for VAT and will not describe or charge any amount as VAT. If our registration status changes, applicable tax treatment will be stated in the relevant quotation.

7.3 Unless stated otherwise, prices exclude delivery and exceptional sampling costs.

7.4 After confirmation, prices may be adjusted where:

• The Customer changes the Specification.

• Information supplied by the Customer was materially incomplete or inaccurate.

• The Customer requests additional work.

• New or changed import duties, tariffs, sanctions or unavoidable international freight costs affect the Order.

• Another unforeseen cost arises and the Customer approves it in writing.

7.5 By placing an Order, the Customer acknowledges that international supply chains may be affected by duties, tariffs, sanctions and freight disruption arising after confirmation.

7.6 Any adjustment under clause 7.4 will reflect documented additional costs reasonably incurred or payable. Each party must promptly inform the other when it becomes aware of a relevant change.

7.7 Before applying a material increase, we will notify the Customer where reasonably practicable. If the Customer does not accept it, the Customer may cancel the affected unproduced Goods but remains liable for completed work and committed, non-recoverable costs.

8. Payment

8.1 Full payment in advance is our standard requirement for made-to-order Goods and Services.

8.2 At our discretion, we may accept a 50% advance payment and payment of the remaining balance on the earlier of delivery or 30 days after the Order confirmation date.

8.3 Alternative credit terms apply only when expressly approved by us in writing.

8.4 Payments must be made in cleared funds without deduction, withholding, set-off or counterclaim, except where legally required.

8.5 We may suspend production, delivery and further Orders while any payment is overdue.

8.6 We reserve the right to claim statutory interest, fixed compensation and reasonable recovery costs available for overdue commercial debts.

8.7 Ownership of Goods supplied by Division Co does not pass until the relevant Order has been paid in full.

9. Customer Responsibilities

9.1 The Customer must provide accurate and complete quantities, size breakdowns, garment and material requirements, delivery details, deadlines, artwork, colour references, branding positions, dimensions, intended uses, performance requirements and information about Customer-supplied garments.

9.2 The Customer must check quotations, proofs, samples and confirmations carefully before approval.

9.3 Where we follow approved information, corrections, replacements or additional garments required because that information was inaccurate will constitute a new, chargeable Order.

9.4 The Customer must ensure that the person approving an Order, proof or variation has authority to bind the Customer.

10. Artwork and Intellectual Property

10.1 The Customer retains ownership of its original logos and artwork.

10.2 The Customer warrants that it owns or has permission to use and reproduce all Customer Materials supplied to us.

10.3 The Customer grants Division Co and its production partners a non-exclusive licence to use Customer Materials as reasonably required to quote for and fulfil the Order.

10.4 The Customer will indemnify Division Co against third-party claims, losses and reasonable costs arising from our authorised use of Customer Materials, except to the extent caused by our unauthorised alteration or negligence.

10.5 Production files created by Division Co, including embroidery digitisation files, remain our property unless their transfer is expressly agreed in writing.

11. Proofs, Samples and Approval

11.1 Digital artwork proofs form part of our standard process.

11.2 Embroidery samples are available on request. We may charge for sampling, repeated revisions, additional samples or sample delivery where the request goes beyond what is reasonable for the Order.

11.3 Any sampling charge will be disclosed and agreed before it is incurred.

11.4 If no embroidery sample is requested, production may begin following written approval of the digital artwork proof and receipt of the required payment.

11.5 Written approval confirms acceptance of visible spelling, artwork, colour, sizing, positioning and design details shown in the approved proof or sample.

11.6 The Customer is responsible for errors that were visible in an approved proof or sample.

11.7 Division Co remains responsible where finished production materially differs from the approved Specification.

12. Garment Availability and Substitution

12.1 Garment availability may change between quotation and sourcing.

12.2 If an item becomes unavailable, the Customer may approve an equivalent replacement in writing, delay the affected part of the Order until the specified item is available, cancel the affected item, or cancel the whole Order where the unavailable item materially affects it.

12.3 If an Order is cancelled because of unavailability, the Customer remains liable for work already completed.

12.4 Completed and usable Goods will be supplied once the completed work has been paid for. Any remaining unused payment will be refunded following reconciliation of the Order.

13. Specification and Commercial Tolerances

13.1 Goods will materially conform to the approved Specification.

13.2 Reasonable commercial variations may occur in garment colour and dye shade, dimensions and manufacturer sizing, fabric texture and composition where an approved equivalent is used, branding position, scale and finish, embroidery thread and printed colour, and appearance between samples, production batches and repeat Orders.

13.3 Such variations are not defects where the Goods remain materially consistent with the approved Specification.

13.4 Quantity variations are permitted only where disclosed in the quotation or approved by the Customer in writing. Otherwise, the confirmed quantity applies.

14. Customer-Supplied Garments

14.1 We may agree to decorate garments supplied by the Customer, subject to assessment and written acceptance.

14.2 Before acceptance, the Customer must provide the garment supplier or source, fabric composition and relevant treatments, quantity and condition, intended decoration method and use, transport arrangements and replacement value.

14.3 We may reject garments that appear unsuitable, unsafe, damaged or incompatible with the proposed process.

14.4 The Customer bears the risk of transporting garments to us until we confirm receipt. Return transport responsibilities will be agreed in writing.

14.5 We are not responsible for problems caused by existing or hidden defects, undisclosed coatings, treatments or fabric properties, incorrect care or composition information, materials whose incompatibility would not be apparent from reasonable checks, or ordinary risks inherent in a decoration process explained to and accepted by the Customer.

14.6 We remain responsible for direct physical loss of or damage to accepted Customer-supplied garments caused by our negligence.

14.7 Liability under clause 14.6 is capped at the replacement value declared by the Customer and accepted by us in writing before work begins.

14.8 The Customer should not provide valuable garments until their declared value and responsibility arrangements have been confirmed.

15. Production Partners

15.1 We may use garment suppliers, manufacturers, production partners, carriers and specialist decorators to fulfil an Order.

15.2 Division Co remains the Customer’s contractual supplier and remains responsible for the Goods and Services it has agreed to deliver.

15.3 We may share information with those partners where reasonably necessary to fulfil the Order, subject to appropriate confidentiality and data-protection obligations.

16. Delivery

16.1 Standard delivery is currently limited to the United Kingdom.

16.2 Overseas requirements may be discussed individually through [CUSTOMER SERVICE EMAIL]. No overseas Order will be accepted until shipping, insurance, customs, duties and tax responsibilities have been agreed in writing.

16.3 Production and delivery dates are estimates unless we expressly guarantee a deadline in writing.

16.4 Lead times begin only when all required payments, approvals, information and Customer Materials have been received.

16.5 Time is not of the essence unless expressly stated in the Order confirmation.

16.6 We may make reasonable partial or split deliveries where operationally necessary, provided this does not materially disadvantage the Customer.

16.7 The Customer must provide a complete and accessible delivery address and ensure somebody is available to accept the Goods.

16.8 If delivery or collection fails because of the Customer, we may store the Goods at the Customer’s risk, charge reasonable storage, handling and redelivery costs, and require all outstanding amounts before another delivery attempt.

17. Extended Delay

17.1 We will notify the Customer of a material delay when reasonably practicable.

17.2 If delivery remains outstanding more than 30 days beyond the estimated delivery date, either party may cancel the undelivered portion by written notice.

17.3 Clause 17.2 does not apply where the delay was caused by the Customer’s failure to pay, approve, provide information, supply garments or accept delivery.

17.4 Following a valid cancellation under this clause, we will refund payments attributable to cancelled Goods not supplied, subject to reconciliation of any completed or separately accepted work.

18. Risk and Ownership

18.1 Risk of loss of or damage to Goods supplied by Division Co passes to the Customer upon delivery.

18.2 Ownership remains with Division Co until the relevant Order is paid in full.

18.3 Until ownership passes, the Customer must keep the Goods identifiable, properly stored and protected from damage.

18.4 This clause does not transfer ownership of Customer-supplied garments to Division Co.

19. Inspection and Reporting Problems

19.1 The Customer must inspect the Goods promptly after delivery.

19.2 Visible damage, shortages, incorrect Goods or apparent defects must be reported within seven days after delivery, calculated without counting any public or bank holiday observed in Scotland.

19.3 Reports must include the Order details, affected quantities and reasonable supporting evidence such as photographs.

19.4 A hidden defect that could not reasonably have been discovered during initial inspection must be reported promptly after discovery.

19.5 Failure to report within clause 19.2 does not exclude a genuine hidden defect or any liability that cannot legally be excluded.

20. Remedies

20.1 We will assess whether an issue results from an act or omission for which Division Co is responsible.

20.2 Where we accept responsibility, we may first offer an appropriate repair or replacement.

20.3 If neither repair nor replacement can be provided within a reasonable time, we will refund the amount paid for the affected Goods or Services.

20.4 We will cover reasonable return, collection or redelivery costs where we confirm that the issue is our responsibility.

20.5 We are not responsible for errors visible in approved artwork or samples, incorrect Customer instructions, unsuitable or defective Customer Materials, normal wear and tear, misuse or accidental damage after delivery, failure to follow care instructions, third-party alterations, or use outside the stated or reasonably intended purpose.

20.6 Correctly produced customised Goods cannot be returned merely because the Customer changes its mind.

21. Customer Changes and Cancellation

21.1 A request to change or cancel an Order is effective only when accepted by Division Co in writing.

21.2 Before garment sourcing or production begins, we will consider cancellation or amendment requests. The Customer remains liable for work completed and costs already committed.

21.3 Once sourcing or production has begun, cancellation or amendment is not permitted unless we agree otherwise in writing.

21.4 Chargeable committed costs may include garments, materials, artwork setup, digitisation, samples, production, carriage and non-refundable supplier charges.

21.5 If cancellation is accepted, we will calculate completed work and committed costs and refund any unused balance.

22. Repeat and Additional Orders

22.1 Every repeat, replacement or top-up requirement constitutes a new Order at current pricing and availability.

22.2 We cannot guarantee an exact match with an earlier Order where manufacturers have changed garments, materials, colours, dye batches, specifications or product ranges.

22.3 Replacement garments required because the Customer ordered or approved incorrect sizes or quantities are new and chargeable.

23. Quality and Intended Purpose

23.1 Goods supplied by Division Co will materially match the approved Specification and be of satisfactory quality.

23.2 We warrant suitability for a particular purpose only where the Customer disclosed that purpose before ordering and Division Co expressly confirmed suitability in writing.

23.3 The Customer must follow manufacturer and Division Co care instructions.

23.4 We are not responsible for deterioration caused by unsuitable laundering, misuse, abnormal conditions, ordinary wear, third-party treatment or failure to follow care instructions.

24. Personal Protective Equipment

24.1 Division Co may supply personal protective equipment, but PPE Orders are subject to a separate written agreement or PPE-specific policy.

24.2 No statement in these general Terms confirms that an item is certified PPE or suitable for a safety-critical purpose.

24.3 Protective standards, certification, decoration restrictions, intended use and compliance responsibilities must be agreed before a PPE Order is accepted.

25. Portfolio and Marketing Use

25.1 Unless the Customer objects in writing, the Customer permits Division Co to photograph and display completed garments in its portfolio, website, social media and marketing.

25.2 We will not knowingly disclose confidential pricing, personal data or non-public commercial information through such use.

25.3 The Customer may object before production or request reasonable removal of future marketing use by contacting [CUSTOMER SERVICE EMAIL].

26. Confidentiality

26.1 Each party must keep the other’s non-public commercial, pricing, design and production information confidential.

26.2 Confidential information may be disclosed to staff, professional advisers and production partners who reasonably need it and are subject to confidentiality obligations.

26.3 This clause does not apply to information that is already public through no breach of contract, was lawfully known by the receiving party, is lawfully received from another source, or must be disclosed by law or a competent authority.

27. Unacceptable Content

27.1 We may refuse, suspend or cancel work involving material we reasonably believe is unlawful, infringing, defamatory, discriminatory, threatening or seriously objectionable.

27.2 The Customer remains responsible for legitimate work completed and non-recoverable costs incurred before cancellation. Any remaining balance will be refunded.

28. Suspension and Termination

28.1 We may suspend or terminate an Order if the Customer fails to make payment when due, fails to provide approvals, information or Customer Materials, commits a serious breach and does not remedy it within a reasonable period after notice, becomes insolvent or appears unable to pay its debts, or requires us to undertake unlawful or unsafe work.

28.2 Suspension or termination does not affect accrued rights.

28.3 The Customer remains liable for completed work, supplied Goods and committed non-recoverable costs.

29. Events Beyond Reasonable Control

29.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control.

29.2 These may include supplier or manufacturer failure, transport disruption, industrial action, extreme weather, fire, flood, utility or communications failure, epidemic, war, civil disorder, governmental action, sanctions, import restrictions and customs disruption.

29.3 The affected party must notify the other when reasonably practicable and take reasonable steps to reduce the impact.

29.4 Obligations are suspended for the duration of the event. Extended delay remains subject to clause 17 where applicable.

30. Limitation of Liability

30.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

30.2 Subject to clause 30.1, Division Co is not liable for indirect or consequential loss, loss of profit, revenue, goodwill, anticipated savings, business opportunity or business interruption.

30.3 Subject to clauses 14.7 and 30.1, Division Co’s total aggregate liability arising from an Order is capped at the amount paid by the Customer for that Order.

30.4 Direct physical loss of or damage to accepted Customer-supplied garments caused by our negligence is instead subject to the agreed declared replacement-value cap in clause 14.7.

30.5 Division Co is not responsible for delay or loss caused by inaccurate Customer information, Customer breach, approved artwork errors or circumstances beyond our reasonable control.

30.6 The Customer’s payment obligations and intellectual-property indemnity are not limited by this clause.

31. Data Protection

31.1 Each party must comply with applicable data-protection law.

31.2 We process personal data in accordance with our Privacy Policy available on this website.

31.3 The Customer must have a lawful basis for supplying personal information, including employee names, sizes, addresses or other wearer information.

32. Notices

32.1 Routine notices, approvals, change requests, defect reports and complaints may be sent to [CUSTOMER SERVICE EMAIL].

32.2 Postal notices may be sent to the address in clause 1.2.

32.3 A notice is effective when actually received, except that this clause does not govern formal service of court proceedings.

32.4 The Customer must keep its contact details current.

33. Complaints and Disputes

33.1 A complaint should first be submitted in writing with enough information for us to investigate it.

33.2 Before beginning court proceedings, both parties will attempt to resolve the dispute through written escalation and good-faith discussion for at least 14 days.

33.3 Clause 33.2 does not prevent urgent protective action, applications subject to a legal time limit or recovery of an undisputed debt.

34. General Terms

34.1 Variations are binding only when agreed in writing by authorised representatives of both parties.

34.2 The Customer may not assign the contract without our written consent.

34.3 We may subcontract performance but remain responsible as stated in clause 15.

34.4 Failure or delay in enforcing a right is not a waiver of that right.

34.5 If any provision is invalid or unenforceable, the remaining provisions continue in effect.

34.6 Nothing creates a partnership, agency, employment or joint venture between the parties.

34.7 No person other than Division Co and the Customer is intended to acquire a right to enforce the contract.

34.8 Website updates to these Terms do not retrospectively change an existing Order. The version applicable when the Order becomes binding will govern that Order.

35. Governing Law and Jurisdiction

35.1 The contract and any non-contractual obligations arising from it are governed by Scots law.

35.2 Subject to clause 33, the Scottish courts have exclusive jurisdiction over disputes arising from or connected with the contract.