STANDARD TERMS AND CONDITIONS
FOR THE SALE OF GOODS

1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any
quotation or offer of the Seller which is accepted by the Buyer, or any order of the
Buyer which is accepted by the Seller,
1.2 These Conditions shall govern the Contract to the exclusion of any other terms and
conditions subject to which any such quotation is accepted or purported to be
accepted, or any such order is made or purported to be made, by the Buyer.
2. Interpretation
2.1 In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means the person who accepts a quotation or offer of the Seller for
the sale of the Goods or whose order for the Goods is accepted by the
Seller;
“the Contract” means the contract for the purchase and sale of the Goods under
these conditions;
“these means the standard terms and conditions of sale set out in
Conditions” this document and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the Buyer
and the Seller;
“the Delivery means the date on which the Goods are to be delivered as
Date” stipulated in the Buyer’s order and accepted by the Seller;
“the Goods” means the goods (including any instalment of the goods or any parts
for them) which the Seller is to supply in accordance with these
Conditions;
“month” means a calendar month;
“the Seller” means NorthSouth Concepts or any of its subsidiaries, a company registered in England,
company number (10495857) and includes all employees and agents of
“writing” includes any communications effected by telex, facsimile
transmission, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be
construed as a reference to that statute or provision as amended, re-enacted or
extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation.
3. Basis of Sale
3.1 The Seller’s employees or agents are not authorised to make any representations
concerning the Goods unless confirmed by the Seller in writing. In entering into the
Contract the Buyer acknowledges that it does not rely on, and waives any claim for
breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the
authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the
Goods are subject to alteration without notice and do not constitute offers to sell the
Goods which are capable of acceptance. An order placed by the Buyer may not be
withdrawn cancelled or altered prior to acceptance by the Seller and no contract for
the sale of the Goods shall be binding on the Seller unless the Seller has issued a
quotation which is expressed to be an offer to sell the goods or has accepted an order
placed by the Buyer by whichever is the earlier of:-
3.3.1 the Seller’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document or
information issued by the Seller shall be subject to correction without any liability on
the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless
and until confirmed in writing by the Seller’s authorised representative.
4.2 The specification for the Goods shall be those set out in the Seller’s sales
documentation unless varied expressly in the Buyer’s order (if accepted by the Seller).
The Goods will only be supplied in the minimum units (or multiples) stated in the
Seller’s price list or in multiples of the sales outer as specified. Orders received for
quantities other than these will be adjusted accordingly, illustrations, photographs or
descriptions whether in catalogues, brochures, price lists or other documents issued
by the Seller are intended as a guide only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable safety or other statutory or
regulatory requirements or, where the Goods are to be supplied to the Seller’s
specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer
except with the agreement in writing of the Seller on the terms that the Buyer shall
indemnify the Seller in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by
the Seller as a result of cancellation.
5. Price
5.1 The price of the Goods shall be the price listed in our yearly price list current at the
date of acceptance of the Buyer’s order or such other price as may be agreed in
writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance with the
Seller’s published price list the price quoted shall be valid for 28 days only or such
lesser time as the Seller may specify.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery,
to increase the price of the Goods to reflect any increase in the cost to the Seller
which is due to any factor beyond the control of the Seller (such as, without limitation,
any foreign exchange fluctuation currency regulation, alteration of duties, significant
increase in the costs of labour, materials or other costs of manufacture), any change
in delivery dates, quantities or specifications for the Goods which is requested by the
Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to
give the Seller adequate information or instructions.
5.4 [The Seller will allow the Buyer quantity discounts subject to and in accordance with
the conditions set out in the Seller’s published price list for the Goods current at the
date of acceptance of the Buyer’s Order.]
5.5 [Any settlement discount specified by the Seller in the Contract will be allowed by the
Seller to the Buyer in respect of Goods for which payment is received by the Seller on
or before the due date and otherwise in accordance with the payment terms set out in
these Conditions and provided that no other amounts owing by the Buyer to the Seller
are overdue and unpaid.]
5.6 Except as otherwise stated under the terms of any quotation or in any price list of the
Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all
prices are inclusive of the Seller’s charges for packaging and transport.
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes or
levies of a similar nature which are imposed or charged by any competent fiscal
authority in respect of the Goods, which the Buyer shall be additionally liable to pay to
the Seller.
6. Payment
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the
Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery
of the Goods, unless the Goods are to be collected by the Buyer or the Buyer
wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled
to invoice the Buyer for the price at any time after the Seller has notified the Buyer that
the Goods are ready for collection or (as the case may be) the Seller has tendered
delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the
Seller, but without any other deduction credit or set off) within 30 days of the date of
the Seller’s invoice or otherwise in accordance with such credit term as may have
been agreed in writing between the Buyer and the Seller in respect of the Contract.
Payment shall be made on the due date notwithstanding that delivery may not have
taken place and/or that the property in the Goods has not passed to the Buyer. The
time for the payment of the price shall be of the essence of the Contract. Receipts for
payment will be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of acceptance or
invoice issued by the Seller.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has not
supplied the Seller with references satisfactory to the Seller; if at any time the Seller is
not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the
Buyer that no further credit will be allowed to the Buyer in which event no further
goods will be delivered to the Buyer other than against cash payment and
notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the
Seller shall be immediately payable in cash.
7. Delivery
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in
the United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance as
the location to which the Goods are to be delivered by the Seller or, if no place of
delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at
any time after the Seller has notified the Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the
essence unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the Delivery Date upon giving reasonable notice
to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a
separate contract and failure by the Seller to deliver any one or more of the
instalments in accordance with these Conditions or any claim by the Buyer in respect
of any one or more instalments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date
and/or fails to provide any instructions, documents, licences, consents or
authorisations required to enable the Goods to be delivered on that date, the Seller
shall be entitled upon given written notice to the Buyer to store or arrange for the
storage of the Goods and then notwithstanding the provision of Condition 10.1 of
these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed
to have taken place and the Buyer shall pay to the Seller all costs and expenses
including storage and insurance charges arising from such failure.
8. Non-Delivery
8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date other than
for reasons outside the Seller’s reasonable control or the Buyer’s or its carrier’s fault:-
8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall have no
liability in respect of such late delivery;
8.1.2 if the Buyer gives written notice to the Seller within 7 Business Days after the
Delivery Date and the Seller fails to deliver the Goods within 7 Business Days
after receiving such notice the Buyer may cancel the order and the Seller’s
liability shall be limited to the excess (if any) of the cost of the Buyer (in the
cheapest available market) of similar goods to those not delivered over the
price of the Goods not delivered.
9. Inspection/Shortage
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on
collection as the case may be.
9.2 Where the Goods cannot be examined the carriers note or such other note as
appropriate shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would be
apparent on reasonable careful inspection if the terms of this clause are not complied
with and, in any event will be under no liability if a written/verbal complaint is not
delivered to the Seller within 24 hours of delivery detailing the alleged damage or
shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be under no
liability in respect thereof unless an opportunity to inspect the Goods is supplied to the
Seller before any use is made thereof or any alteration or modification is made thereto
by the Buyer.
9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any shortage in
the Goods and where appropriate replace any goods damaged in transit as soon as it
is reasonable to do so, but otherwise shall be under no liability whatsoever arising
from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller’s premises, the time when
the Seller notifies the Buyer that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises,
the time of delivery or, if the Buyer wrongfully fails to take delivery of the
Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision
of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer
until the Seller has received in cash or cleared funds payment in full of the price of the
Goods.
10.3 [Sub-clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass
to the Buyer until the Seller has received in cash or cleared funds payment in full of
the price of the Goods and any other goods supplied by the Seller and the Buyer has
repaid all moneys owed to the Seller, regardless of how such indebtedness arose.]
10.4 Until payment has been made to the Seller in accordance with these Conditions and
title in the Goods has passed to the Buyer, the Buyer shall be in possession of the
Goods as bailee for the Seller and the Buyer shall store the Goods separately and in
an appropriate environment, shall ensure that they are identifiable as being supplied
by the Seller and shall insure the Goods against all reasonable risks.
10.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for
any indebtedness any of the goods which remain the property of the Seller, but if the
Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to
any other right or remedy of the Seller) forthwith become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller retains title
without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s
premises during normal business hours for the purpose of repossessing the Goods in
which the Seller retains title and inspecting the Goods to ensure compliance with the
storage and identification requirements of sub-clause 10.4.
10.7 The Buyer’s right to possession of the Goods in which the Seller maintains legal and
beneficial title shall terminate if;
10.7.1 The Buyer commits or permits any material breach of his obligations under
these Conditions;
10.7.2 The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency
Act 1986, or any other scheme or arrangement is made with his creditors;
10.7.3 The Buyer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent debtors;
10.7.4 The Buyer convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or undertaking or any
part thereof, any documents are filed with the court for the appointment of an
administrator in respect of the Buyer, notice of intention to appoint an
administrator is given by the Buyer or any of its directors or by a qualifying
floating charge-holder (as defined in paragraph 14 of Schedule B1 of the
Insolvency Act 1986), a resolution is passed or petition presented to any court
for the winding up of the Buyer or for the granting of an administration order in
respect of the Buyer, or any proceedings are commenced relating to the
insolvency or possible insolvency of the Buyer.
11. Assignment
11.1 The Seller may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Seller.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the
Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on
delivery “condition and contents unknown” the Buyer gives written notice of such
defect to the Seller within three business days of such delivery, the Seller shall at its
option:-
12.1.1 replace the defective Goods within 10 days of receiving the Buyer’s notice; or
12.1.2 refund to the Buyer the price for the goods which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and the
Buyer may not reject the Goods if delivery is not refused or notice give by the Buyer
as aforesaid.
12.2 No Goods may be returned to the Seller without the prior agreement in writing of the
Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied
subject to defects of quality or condition which would not be apparent on inspection
shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall
refund or credit to the Buyer the price of such defective Goods but the Seller shall
have no further liability to the Buyer.
12.3 If the Buyer purchases any Goods within six months of the launch of such goods the
Buyer shall have the right to return the Goods or any part of such order within 1 week
of delivery, provided always that the Buyer exercising such right shall:-
12.3.1 return such goods at his risk and cost; and
12.3.2 indemnify the Seller against any cost incurred by the Seller in rectifying any
deterioration of the Goods caused by incorrect storage or use while in the
Buyer’s hands.
12.4 The Seller shall be under no liability in respect of any defect arising from fair wear and
tear, or any wilful damage, negligence, subjection to normal conditions, failure to
follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the
Goods without the Seller’s approval, or any other act or omission on the part of the
Buyer, its employees or agents or any third party.
12.5 Subject as expressly provided in these Conditions, and except where the Goods are
sold under a consumer sale, all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.
12.6 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are
not affected by these Conditions.
12.7 Except in respect of death or personal injury caused by the Seller’s negligence, or as
expressly provided in these Conditions, the Seller shall not be liable to the Buyer by
reason of any representation, or any implied warranty, condition or other term, or any
duty at common law or under statute, or under the express terms of the Contract, for
any direct or consequential loss or damage sustained by the Buyer (including without
limitation loss of profit or indirect or special loss), costs, expenses or other claims for
consequential compensation whatsoever (and whether caused by the negligence of
the Seller, its servants or agents or otherwise) which arise out of or in connection with
the supply of the Goods or their use or resale by the Buyer.
12.8 The Buyer shall be responsible to ensure that, except to the extent that instructions as
to the use or sale of the Goods are contained in the packaging or labelling of the
Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable
statutory handling and sale of the Goods by the Buyer is carried out in accordance
with directions given by the Seller or any competent governmental or regulatory
authority and the Buyer will indemnify the Seller against any liability loss or damage
which the Seller might suffer as a result of the Buyer’s failure to comply with this
condition.
13. Buyer’s Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any
other right or remedy available to the Seller, the Seller shall be entitled to:-
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods (or the
goods supplied under any other contract between the Buyer and the Seller) as
the Seller may think fit (notwithstanding any purported appropriation by the
Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgement) on the
amount unpaid, at the rate of two per cent per annum above National
Westminster Bank plc base rate from time to time, until payment in full is
made (a part of a month being treated as a full month for the purpose of
calculating interest).
13.2 This condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is
otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any voluntary
arrangement with its creditors (within the meaning of the Insolvency Act 1986)
or (being an individual or firm) becomes bankrupt or (being a company) goes
into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the
property or assets of the Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 the Seller reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available
to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the Buyer, and if the Goods have
been delivered but not paid for the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary.
14. Limitation of Liability
14.1 Subject to condition 7, condition 8 and condition 13, the following provisions set out
the entire financial liability of the Seller (including any liability for the acts or omissions
of its employees, agents and sub-contractors) to the Buyer in respect of:
14.1.1 any breach of these conditions;
14.1.2 any use made (including but not limited to modifications) or resale by the
Buyer of any of the Goods, or of any product incorporating any of the Goods;
and
14.1.3 any representation, statement or tortious act or omission including negligence
arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest
extent permitted by law, excluded from the Contract.
14.3 Nothing in these conditions excludes or limits the liability of the Seller:
14.3.1 for death or personal injury caused by the Seller’s negligence; or
14.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to
exclude its liability; or
14.3.3 for fraud or fraudulent misrepresentation.
14.4 Subject to condition 14.2 and condition 14.3:
14.4.1 the Seller’s total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the Contract
shall be limited to the Contract price; and
14.4.2 the Seller shall not be liable to the Buyer for any pure economic loss, loss of
profit, loss of business, depletion of goodwill or otherwise, in each case
whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in
connection with the Contract.
15. Confidentiality, Publications and Endorsements
15.1 The Buyer undertakes to the Seller that:-
15.1.1 the Buyer will regard as confidential the contract and all information obtained
by the Buyer relating to the business and/or products of the Seller and will not
use or disclose to any third party such information without the Seller’s prior
written consent provided that this undertaking shall not apply to information
which is in the public domain other than by reason of the Buyer’s default;
15.1.2 the Buyer will not use or authorise or permit any other person to use any
name, trademark, house mark, emblem or symbol which the Seller is licensed
to use or which is owned by the Seller upon any premises note paper visiting
cards advertisement or other printed matter or in any other manner
whatsoever unless such use shall have been previously authorised in writing
by the Seller and (where appropriate) its Licensor;