BSI merch & artist services TERMS & CONDITIONS

Supplier: Backstreet International Merchandise Limited (company no. 08299822), trading from 20 Commercial Street, London E1 6LP, United Kingdom (“BSI UK”); and/or BSI Merch GmbH (HRB 232304B), trading from  Pfuelstr. 5, Aufgang III, Berlin 10997, Germany (“BSI EU”), each trading as BSI Merch & Artist Services (together “the Supplier”). The applicable contracting entity will be confirmed in the Order Confirmation.

These Supply Terms & Conditions (“Terms”) govern all orders for merchandise placed by the Client with the Supplier. References to “the Supplier” mean whichever of BSI UK or BSI EU is named as the contracting entity in the applicable Order Confirmation. Where payment terms, VAT treatment, or bank details differ between entities, those applicable to the contracting entity shall apply as stated on the relevant invoice or Order Confirmation.

1 DEFINITIONS

In these Terms, the following expressions have the meanings set out below:

“Supply” means an order type under which the Supplier produces and delivers merchandise to the Client or a designated address. Under a Supply order, the Supplier’s responsibility is limited to production and delivery only. The Supplier does not manage, attend, or operate tour merchandise sales on behalf of the Client. All sales activity, staffing, and event management remain solely the responsibility of the Client.

“Supply & MyPos” means an order type under which the Supplier produces the merchandise and additionally provides the Client with a MyPos card reader device to facilitate point-of-sale transactions at live events or touring engagements. The provision of the MyPos device is subject to the Client’s acceptance of any applicable MyPos terms of use. The Supplier does not manage tour merchandise operations or provide sales staffing under this order type.

“Order Confirmation” means the written confirmation issued by the Supplier setting out the agreed specifications, quantities, pricing, delivery details, and applicable order type for each order.

2 orders

2.1 Each order must be confirmed in writing via email approval.
2.2 Orders are only binding once accepted in writing by the Supplier.
2.3 Any changes requested after acceptance may affect pricing, production timelines, and delivery dates.

3 PRoduct specifications

3.1 Products will be manufactured in accordance with the approved artwork, sizing, quantities, and specifications confirmed at order stage.
3.2 BSI Merch will not provide clients with size splits for Supply and Supply& MyPOS orders.
3.3 The Client is responsible for checking and approving all artwork, spelling, sizing breakdowns, and product details prior to order confirmation.
3.4 Minor variations in colour, material, or finish inherent to the manufacturing process shall not be considered defects.

4 pricing

4.1 Prices are quoted exclusive of duties unless otherwise stated. Please note that any duties quoted are subject to change upon final courier invoice. All prices exclude VAT, local sales tax, or any equivalent applicable tax, which will be charged additionally at the prevailing rate where applicable and shown separately on the invoice.
4.2 Unless otherwise agreed in the Order Confirmation, all orders placed with BSI UK will be invoiced in GBP. All orders placed with BSI EU will be invoiced in EUR. Where a client requests invoicing in an alternative currency, this must be agreed in writing prior to order confirmation and may be subject to a currency conversion fee.
4.3 Any additional costs arising from Client-requested changes, delays, or incomplete information will be chargeable.

5 payment terms

5.1 Unless otherwise agreed in writing:

New Clients – 100% pre-payment up front unless authorised by senior management.

Supply & MyPos Clients - 50% deposit is payable upon order confirmation, 50% balance is payable 30 days after last tour date.

In cases where forecast sales may not cover production costs BSI Merch and Artist Services reserve the right to request 100% payment in advance.  For existing supply-only client orders not relating to touring, any balance is payable upon delivery.

5.2 Production will not commence until the pre-payment or 50% deposit has cleared.
5.3 The Supplier reserves the right to suspend delivery for overdue invoices.
5.4 Late payments may incur statutory interest under the Late Payment of Commercial Debts legislation.

6 production & lead times

6.1 Lead times are estimates and begin only after: - Receipt of deposit - Final artwork approval - Confirmation of all order details.
6.2 The Supplier shall not be liable for delays caused by factors outside its control, including material shortages, shipping delays, customs clearance, or force majeure events.
6.3 There is a 10% over or under policy on printed products

7 delivery

7.1 Delivery terms shall be as specified in the Order Confirmation.
7.2 Risk passes to the Client upon delivery to the agreed address or collection point.
7.3 Any delivery dates are estimates and not guaranteed unless expressly agreed in writing.
7.4 BSI Merch & Artist Services will not provide EORI or VAT numbers to use for movement of stock across borders.
7.5 Multi-location delivery requests may incur additional costs in addition to costs of delivering to 1 address.
7.6 The Client is responsible for providing and maintaining accurate delivery address details. The Supplier will not be liable for deliveries sent to an outdated address if the Client has not supplied updated information.

8 Storage & Fulfilment (If Applicable)

8.1 Where goods are stored or distributed by the Supplier or its logistics partners, reasonable care will be taken in handling and storage.
8.2 Storage and fulfilment services may be subject to separate written agreement and fees.
8.3 BSI Merch & Artist Services will not make arrangements for post-tour stock movement unless explicitly agreed in writing before order is confirmed.

9 title of goods

9.1 Title to the goods shall not pass to the Client until full payment has been received.
9.2 Until title passes, the Supplier reserves the right to recover goods in the event of non-payment.
9.3 Where an order is cancelled, title to goods produced under that order shall remain with the Supplier until all sums due under clause 11 have been paid in full. Upon such payment, title passes to the Client in accordance with clause 11.6. Where payment is not made in full, the Supplier retains title absolutely and may resell, dispose of, or otherwise deal with the goods without any obligation or liability to the Client.

10 INtellectual property

10.1 The Client warrants that it owns or has permission to use all supplied artwork, logos, and branding.
10.2 The Supplier shall not be liable for any infringement claims arising from materials provided by the Client.
10.3 The Supplier may photograph and reference the produced merchandise for portfolio and promotional use unless the Client notifies BSI Merch & Artist Services in writing at order stage that this permission is withheld.

11 cancellations & amendments

11.1 Once an order has been accepted in writing by the Supplier, the Client is liable for the full value of that order. Where an order is cancelled after acceptance, the Client’s liability to the Supplier shall not be less than the full invoiced value of the order, regardless of the stage of production reached at the time of cancellation.
11.2 Upon cancellation, the client bears all responsibility for receiving and storing the goods from the date of cancellation. The Client shall arrange collection or accept delivery of all completed goods within 5 working days of notification that goods are ready.
11.3 Where goods have been fully or partially produced at the time of cancellation, the Supplier may at its election invoice the full value of the cancelled order. At a minimum, the Client shall pay the full invoiced value of all completed goods, all materials purchased and committed for the order, all third-party production costs incurred, and a reasonable administration charge to cover the Supplier’s time in managing the cancellation, as notified in writing by the Supplier. The Supplier’s election to invoice a lesser sum than the full order value shall not constitute a waiver of its right to recover the full order value. 11.4 Where the Client fails to collect or accept delivery of completed goods within the period stated in clause 11.2, the Supplier reserves the right to charge reasonable storage costs until collection or delivery is arranged, and to recover those costs from any deposit or advance payment held. 11.5 Cancellation requests must be made in writing. A cancellation will only be deemed effective from the date the Supplier confirms receipt of the cancellation notice in writing.
11.6 Upon payment in full of all sums due under this clause, title to any completed goods passes to the Client and the Client shall be obliged to take delivery in accordance with clause
11.7. Where the Client fails to take delivery following such payment, the Supplier’s rights under clause 11.4 apply and the Supplier shall have no further obligation to hold, store, or maintain the goods beyond a reasonable period. For the avoidance of doubt, where the Client has not paid all sums due under this clause, title to the goods remains with the Supplier and the Supplier may dispose of, resell, or otherwise deal with the goods at its discretion without liability to the Client.

12 reorders

12.1 Any reorder of previously produced items constitutes a new and separate order and must be submitted as such, with a new Order Confirmation issued by the Supplier. Reorders may not be appended to, or treated as a continuation of, an existing or previously confirmed order. 12.2 All reorders are subject to these Terms in full, including pricing, payment, lead times, and minimum quantities applicable at the time of the new order. Previously agreed pricing is not guaranteed to carry over to a reorder unless confirmed in writing by the Supplier at the time of the new Order Confirmation. 12.3 The Supplier cannot guarantee the availability of the same materials, blanks, or print specifications used in a prior order. Any material substitutions will be confirmed with the Client before production commences.

13 defects & claims

13.1 For the purposes of this clause, a “defect” means a material failure of the goods to conform to the approved specifications confirmed at order stage, excluding minor variations in colour, material, or finish covered by clause 3.4, and excluding any damage arising after risk has passed to the Client under clause 7.2.
13.2 The Client must inspect goods within 48 hours of delivery.
13.3 Any defects, shortages, or issues must be reported in writing within this period.
13.4 The Supplier’s liability is limited to repair, replacement, or refund of the defective items at its discretion.

14 limitation of liability

14.1 The Supplier shall not be liable for: - Loss of profits - Loss of sales or events - Indirect or consequential damages 14.2 Total liability shall not exceed the value of the relevant Order.

15 force majeure

The Supplier shall not be deemed in breach for delays or failure to perform due to events beyond reasonable control, including acts of God, strikes, transport disruption, or supply chain failure.

16 compliance

16.1 Goods will be supplied in accordance with applicable UK/EU product safety and labelling regulations.
16.2 The Client is responsible for ensuring suitability of the goods for their intended resale markets.

17 confidentiality

Both parties agree to keep confidential any commercial, technical, or pricing information exchanged.

18 termination

Either party may terminate ongoing work by written notice, subject to payment for all completed work and committed costs.

19 dispute resolution

19.1 In the event of any dispute arising under or in connection with these Terms, the parties agree to attempt to resolve the matter by good faith negotiation within 14 days of written notice from either party. 19.2 If the dispute is not resolved within that period, either party may refer the matter to mediation or pursue resolution through the courts in accordance with Clause 21.

20 data protection

20.1 Each party shall process personal data in connection with these Terms in compliance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018 (where BSI UK is the contracting entity) and/or the EU General Data Protection Regulation (EU) 2016/679 (where BSI EU is the contracting entity).
20.2 Personal data (including delivery addresses and contact details) provided by the Client will be processed solely for the purposes of fulfilling orders and related logistics, and will not be shared with third parties except as necessary for delivery.

21 governing law

21.1 Where the Client is based in the United Kingdom, these Terms shall be governed by the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English courts.
21.2 Where the Client is based in the European Union or European Economic Area, these Terms shall be governed by the laws of Germany and the parties submit to the exclusive jurisdiction of the courts of Berlin. 21.3 Where the Client is based outside the United Kingdom and European Union/EEA, these Terms shall be governed by the laws of England & Wales, with the Supplier reserving the right to bring proceedings in any jurisdiction in which the Client is domiciled.