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1.1 “We”, “our” or “Seller” means Custom Toys UK, a trading name of HOTcraze Limited (company no.06521132) whose registered office is Office 2, Maple Leaf, Manston Business Park, Kent CT12 5GJ.
1.2 “You” or “Buyer” means the business purchasing our goods.
1.3 These terms (the “Conditions”) apply to every contract for bespoke merchandise we supply. Any terms you send us are rejected unless we agree to them in writing.
2.1 Our quotation is based on your current scope and today’s conditions. Changes to the project specifications or external factors may affect price or stock.
2.2 Your purchase order is an offer to buy under these Conditions. A binding contract (“Contract”) is made when we confirm your order with a Proforma Invoice or start work on it - whichever is earlier.
2.3 You are responsible for checking that your order (including artwork, Pantones, quantities and delivery details) is complete and accurate.
3.1 Quoted prices are exclusive of VAT. We may adjust prices to reflect cost changes occurring before we acknowledge your order.
3.2 The Buyer pays all taxes, duties, import charges and customs clearance fees outside the UK, unless otherwise agreed in writing.
3.3 Tooling, moulds, origination, proofs or drawings that we create are invoiced separately and remain our property.
4.1 Full payment is due when you place the order unless we agree credit terms in writing. Time of payment is of the essence.
4.2 Late payments accrue interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend or cancel outstanding deliveries.
4.3 All amounts must be paid in cleared funds without set-off, deduction or counterclaim.
5.1 We will supply a pre-production sample (“PPS”) if specified in your quotation. You must approve or comment on that PPS within five (5) working days.
5.2 We do our best to hit Pantone® references, but small shade variations are industry-standard and not a defect.
5.3 Alterations requested after PPS approval will be charged at our standard rates and may affect lead-times.5.4 Prototype revisions
We offer unlimited revisions to prototypes provided the changes stay within the original scope of work (same character concept, overall size, materials and functionality). If you ask for alterations that fall outside that scope - such as a new character design, major size change, new fabrics or added electronics - we will treat the request as additional work and quote a separate fee before proceeding.5.5 Changes after tooling sign-off
For goods that require moulds, you will receive 3-D artwork or tooling drawings for approval. Once you have confirmed that artwork, any further change request (however minor) will incur additional charges for new tooling, CAD work and any extra time, and it may extend the lead-time.
6.1 Unless we agree otherwise, we deliver CPT (Carriage Paid To) your nominated UK address under Incoterms 2020. Risk passes to you on delivery.
6.2 Delivery dates are estimates. We are not liable for delays outside our reasonable control.
6.3 You must inspect goods on arrival and tell us in writing within three (3) working days of any damage or short delivery, or within five (5) working days of the expected delivery date if goods are not received.
7.1 Title to the goods stays with us until we receive payment in full and in cleared funds for all sums you owe us.
7.2 Until title passes you must:
a) store goods separately, marked as our property;
b) keep them in good condition and insured for their full replacement value;
c) allow us to enter your premises (or those of any third party holding the goods) to repossess them if you default on payment or become insolvent.
8.1 Goods will match the description in our order confirmation, subject to reasonable manufacturing tolerances.
8.2 If any goods are proven to be materially defective or do not conform to specification, our liability is limited (at our option) to repair, replacement or credit of the affected goods.
8.3 We do not accept returns of branded or customised goods unless they are defective. Unwanted standard items may be returned only with our written consent and are subject to a 25 % restocking fee plus carriage.
8.4 Except for the express warranties in this clause, all other warranties or conditions (statutory or otherwise) are excluded.
9.1 Our total liability under any Contract—whether in contract, tort (including negligence) or otherwise - shall not exceed the price you have paid for the goods giving rise to the claim.
9.2 We are not liable for any indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings.
10.1 Customer ownership of characters
All copyrights, design rights, trade marks and other intellectual-property rights in:
a) any artwork, logos or specifications you supply to us; and
b) any new character or mascot design that we create specifically for you under the Contract
shall vest in you on payment of all sums due.
We receive a non-exclusive, royalty-free, worldwide licence to use those rights solely for quoting, sampling, manufacturing, marketing the finished goods to you and reproducing re-orders.
10.2 Our manufacturing IP
All intellectual-property rights in the manufacturing aids—including cutting patterns, technical drawings, 3-D CAD files, moulds, tooling and production know-how—remain our exclusive property.
We will store and maintain those aids for future production for your exclusive use, but we are not required to hand over or licence the underlying files or tooling data to you or any third party.
10.3 Indemnity for third-party rights
You warrant that any materials you supply (or instruct us to reproduce) do not infringe third-party rights. You will indemnify us against all claims, costs and losses arising from any alleged infringement, except to the extent caused by our unauthorised use outside clause 10.1.
10.4 No implied licences
Except as expressly set out above, neither party grants the other any right or licence in its intellectual-property rights.
We may defer delivery, reduce the quantity supplied or cancel the Contract if events beyond our reasonable control (for example: acts of God, strikes, epidemics, transport failure or supplier shortages) prevent or delay us. If such events last more than 90 days either party may terminate the Contract, but you must pay us for all work and costs incurred to the termination date.
12.1 Prototype orders
Prototype orders are non-cancellable and non-refundable.
12.2 Mass-production orders
You may cancel a mass-production order only by written notice:
* (a) If we receive your cancellation before we despatch the pre-production sample (PPS): we will refund any amounts you have paid after deducting the Project Costs incurred up to the point we receive the cancellation.
* (b) If your cancellation reaches us on or after the date we despatch the PPS: no refund is available; the order is treated as firm and fully chargeable.
12.3 Project Costs
“Project Costs” means all non-recoverable expenditure we commit to the project, including:
i. deposits or advance payments we make to manufacturing partners to secure unit prices, raw-material allocations or production slots;
ii. external expenses (for example, freight for samples, compliance testing, customs fees or specialist services); and
iii. our internal labour, charged at a benchmarked rate.
These costs can be substantial and are not refundable if you cancel.
12.4 Refund timing
Any refund due under clause 12.2(a) will be paid within 14 days after we confirm the total Project Costs deducted.
We may suspend deliveries or terminate any Contract immediately by written notice if:
a) you fail to pay on time;
b) you breach these Conditions and do not remedy within 7 days of written notice;
c) you become insolvent, enter administration, liquidation or any composition with creditors.
14.1 You must comply with all laws and regulations in the destination country. We are not liable for any breach of those laws.
14.2 For exports, you are the importer of record and responsible for customs clearance and local taxes.
15.1 Assignment – You need our written consent to assign or transfer any rights under a Contract. We may assign or subcontract freely.
15.2 Severance – If any clause is found invalid, the rest of the Conditions stay in force.
15.3 Waiver – A delay or failure to enforce any right is not a waiver of that right.
15.4 Entire agreement – These Conditions and our order confirmation form the entire agreement between us; you confirm you have not relied on any statement not set out here.
15.5 Third-party rights – No one other than the Seller and Buyer may enforce these Conditions (Contracts (Rights of Third Parties) Act 1999).
15.6 Notices – Notices must be in writing and sent by hand, recorded post or email to the address in the order confirmation. They are deemed received (i) on delivery by hand, (ii) two business days after posting within the UK, or (iii) when the email enters the recipient’s server (if before 4 pm UK time, otherwise next business day).
These Conditions and any Contract are governed by English law. The courts of England & Wales have non-exclusive jurisdiction to settle any dispute.
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