Terms & Conditions of Sale

Application & Entire Agreement

These Terms & Conditions will apply to the purchase of goods detailed in our quotation (Goods) by the buyer (you or Customer) from M.H. Southern & Co. Ltd. a company registered in England and Wales under number 474897 whose registered office is at Green Lane Sawmills, Gateshead, Tyne & Wear NE10 0JS (we or us or Supplier).

These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

A “business day” means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.

The heading in these Terms and Conditions are for convenience only and will not affect their interpretation.

Words imparting the singular number include the plural and vice versa.

Goods

The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentations are intended as a guide only.

We can make any changes to the specifications of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

The price (Price) of the Goods is, save as varied in accordance with these Terms and Conditions, set out in our quotation current at the date of your order or such other price as we may agree in writing.

If the cost of the Goods to us increases due to any factor beyond our control, including but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

Any increase in the Price under the clause above will only take place after we have told you about it.

You may be entitled to discounts. Any and all discounts will be at our discretion.

The Price is inclusive of fees for packaging and transportation/delivery.

The Price is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Payment

We will invoice you for the Price either:

  • on or at any time after delivery of the Goods whether by instalment(s) or in full; or
  • where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.

Terms of payment are strictly net monthly account, payment being due on the last day of the month following the month of supply (whether in full or by instalment(s)) or otherwise according to any credit terms agreed between us.

You must make payment even if delivery has not taken place and/or that the title in the Goods has not passed to you.

If you do not pay within the period set out above or exceed the maximum credit facility agreed by the Supplier in writing, we may in our sole discretion without prejudice to any other right or remedy:

  • cancel or suspend any further deliveries to you;
  • all invoices issued by the Supplier under the Contract (or in relation to any other contract which may exist between the parties) shall immediately fall due for payment; and
  • without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.

Time for payments will be of the essence of the Contract between us and you.

All payments must be made in British Pounds unless otherwise agreed in writing between us.

Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

We shall deliver the Goods to the address set out in the quotation or order or such other location as we may agree in writing at any time after the Supplier notifies you that the Goods are ready.

If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.

If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

  • store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or;
  • make arrangements for the redelivery of the Goods and will charge you for the Goods and charge you for any shortfall below the price of the Goods.

If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate instructions or any other instructions that are relevant to the supply of the Goods.

We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay or defect in an instalment will not entitle you to cancel any other instalment.

Inspection & Acceptance of Goods – Returns Policy

You must inspect the Goods on delivery or collection.

If you identify any damages or shortages, you must inform us in writing within 10 business days of delivery, providing details.

Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

Or by payment of an agreed restocking charge, unless the Goods were defective when delivered.

Subject to your compliance with this clause and/or out agreement, you may return the Goods and we will, as appropriate, repair or replace or credit or refund the Goods or part of them.

We will be under no liability or further obligation in relation to the Goods:

  • if you fail to provide notice as set above; and/or
  • you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
  • the defect arises because you did not follow our oral or written instructions about storage, commissioning, installation, use and maintenance of the Goods; and/or
  • the defect arises from normal wear and tear of the Goods; and/or
  • the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees or agents or any third parties.

You bear the risk and cost of returning the Goods.

Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 10 business days after delivery.

Risk & Title

The risk in the Goods will pass to you on completion of delivery.

Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for:

  • the Goods; and/or
  • any other goods or services that we have supplied to you in respect of which payment has become due.

in which case title to the Goods shall pass at the time of payment of all such sums.

Until title to the Goods has passed to you, you must:

  • hold the Goods on a fiduciary basis as our bailee;
  • store the goods separately from all other goods held by you and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods so that they remain readily identifiable by the Supplier;
  • keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  • if the Goods are destroyed by an insured risk prior to the same being paid by the Customer, the Customer shall receive the proceeds of such insurance payment as trustee for the Supplier;
  • notify the Supplier immediately if you become subject to any of the events listed in the Clauses written below within the section Cancellation of Goods; and
  • give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

At any time before title to the Goods passes to the Customer, the Supplier may:

  • by written notice, terminate the Customer’s right to resell the Goods or use them in the ordinary course of its business; and
  • require the Customer to deliver up all Goods in its possession that have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises of any third party where the Goods are stored in order to recover them.

The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Goods which remain the property of the Supplier, but if the Customer does so all monies owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) become due and payable.

Cancellation of Goods

Cancellations are at the sole discretion of the Supplier. If and in the event the Supplier does accept the Customer’s cancellation (whether wholly or in part) any such cancellation shall be subject to the Customer indemnifying the Supplier against any costs or expenses incurred by the Supplier as at the date of receipt of the Customer’s cancellation including but not limited to any material alteration of raw materials in pursuance of the Customer’s order including but not limited to such raw materials being:

  • machined; and/or
  • cut; and/or 
  • processed.
Termination

We can terminate the sale of Goods under the Contract where:

  • you commit a material breach of your obligation under these Terms and Conditions;
  • you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
  • you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
  • you convene any meeting of your creditors, enter into voluntary or compulsory liquidators, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 Schedule B1 of the Insolvency Act 1986) a resolution is passed or petition presented to any court for the winding up your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of Liability

Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.

Subject to the clauses above on Inspection & Acceptance and Risk & Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

If we do not deliver Goods, our liability is limited, subject to clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for;

  • any indirect, special or consequential loss, damage, costs or expenses; and/or
  • any loss of profits: loss of anticipated profits, loss of business, loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
  • any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
  • any losses caused directly or indirectly by any failure or breach by you in relation to your obligation; and/or
  • any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury cause by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Data Protection

When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.

The parties agree where such processing of personal data takes place, the Buyers shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

For the avoidance of doubt “Personal Data”, ‘Processing’, ‘Data Controller’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.

The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found The policy can be found on our website. For any enquires or complaints regarding data privacy, you can email: [email protected].

Bribery Act

You shall ensure that in any dealings with ‘us’, neither ‘you’ nor your employees or agents shall commit under the Bribery Act 2010 (“The Act”) any offence. You shall inform us immediately you become aware of any actions between the parties that would constitute an offence under the act.

Circumstances Beyond the Control of Either Party

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

No Waiver

No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Severance

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

Law & Jurisdiction

These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Updated March 2024
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