terms & conditions

The following terms and conditions are the sole terms on which Northern Retail Group Ltd (“the
Company”) sells products and services to you (“the Buyer”) and shall be to the exclusion of all other
terms and conditions (including any terms or conditions which the Buyer purports to apply under any
document) and prior agreements or arrangements between the parties.

1. APPLICATION OF TERMS
1.1 Each order for products by the Buyer from the Company shall be deemed to be an offer by
the Buyer to buy products subject to these terms and conditions.
1.2 No order placed by the Buyer shall be deemed to be accepted by the Company until an
acknowledgment of order is issued by the Company or (if earlier) the Company delivers
the products to the Buyer.

2. PRICE AND PAYMENT
2.1 The price payable for the products shall be the price as stated on the list maintained by the
Company from time to time or such other price as agreed between the parties in writing.
2.2 Unless expressly stated otherwise the price payable for the products shall be exclusive of
VAT and Duty (if applicable), and carriage or freight unless expressly stated otherwise.
2.3 The Buyer shall pay the full amount invoiced to it by the Company in pounds sterling within
the agreed timeframe from date of invoice.
2.4 The Buyer may not withhold payment of any amount due to the Company because of any
set-off, counter claim, abatement, or other similar deduction.
2.5 Interest shall be chargeable on any amounts overdue at the rate of 7% per annum above
the base rate of Barclays Bank Plc from time to time. The interest period shall run from the
due date for payment until receipt of the full amount by the Company whether before or
after judgment and without prejudice to any other right or remedy of the Company.

3. DELIVERY
3.1 Delivery of the products shall take place at the delivery point identified in the purchase
order or failing that as agreed in writing between the parties.
3.2 If the purchase order states that the Buyer will collect the products from a specified point
the products will be deemed to have been delivered once they are made available for
collection from that specified point.
3.3 Any dates specified by the Company for delivery of the products are intended to be an
estimate and time shall not be of the essence in relation to the same. If no dates are so
specified, delivery shall be within a reasonable time.
3.4 If for any reason the Buyer fails to accept delivery of any of the products when they are
ready for delivery, or the Company or its agents are unable to deliver the products due to
the acts or omissions of the Buyer, its employees or agents:
3.4.1 Risk in the products shall pass to the Buyer;
3.4.2 The products shall be deemed to have been delivered; and

3.4.3 The Company may store the products until delivery, whereupon the Buyer shall
be liable for all related costs and expenses.

4 NON DELIVERY
4.1 The quantity of any consignment of products as recorded by the Company on despatch
from the Company’s place of business or that of its agents or suppliers shall be conclusive
evidence of the quantity received by the Buyer on delivery unless the Buyer can provide
conclusive evidence proving the contrary
4.2 Any liability of the Company for non-delivery of the products shall be limited to replacing
the products within a reasonable time of issuing a credit note at the pro rata contract rate
against any invoice raised for such products.

5 TITLE AND RISK
5.1 The products shall be at the risk of the Buyer from the time of delivery.
5.2 Ownership of the products shall not pass to the Buyer until the Company has received in
full (in cleared funds) all sums due to them in respect of the products.
5.3 Until ownership of the products has passed to the Buyer, the Buyer shall:
5.3.1 Hold the products on a fiduciary basis as the Company’s bailee;
5.3.2 Store the products (at no cost to the Company) separately from all other goods of
the Buyer or any third party in such a way that they remain readily identifiable as
the Company’s property;
5.3.3 Not destroy, deface or obscure any identifying marks or packaging on or relating
to the products; and
5.3.4 Maintain the products in a satisfactory condition and keep them insured on the
Company’s behalf for their full price against all risks

5.4 The Company shall be entitled to recover payment of the products notwithstanding that
ownership of any of the products has not passed
5.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any
time to enter any premises where the products are or may be stored in order to inspect
them, or, where the Buyer has failed to pay all sums due and i) becomes insolvent; or ii)
takes any steps in connection with any voluntary arrangement or any other arrangement
for the benefit of creditors, or iii) has a receiver appointed in respect of the whole or any
part of the Buyer’s assets, to recover them.

6 DAMAGE IN TRANSIT
6.1 Where the products are to be delivered in accordance to condition 3.1 the Buyer shall
upon serving notice within 24 hours of delivery notify the Company of any damage to the
products who shall (in their absolute discretion) decide if such damage is attributable to the
actions and /or omissions of the Buyer, its employees or agents post delivery.
6.2 Where the products are to be collected by the Buyer in accordance with condition 3.2 the
Buyer shall ensure that at the point of collection they shall inspect the products and shall
be satisfied as to the condition of the same.
6.3 If any products are found to be damaged under conditions 6.1 and 6.2 the Company shall
in their absolute discretion either i) replace the damage products, or ii) supply a credit note
to an amount representative of the damaged products.

7 LIABILITY & WARRANTIES

7.1 All warranties, conditions and other terms implied by statute or common law (including
those relating to fitness for purpose, use and quality) are, to the fullest extent permitted by
law, excluded from any contract arising from the Buyer’s orders that is made between the
Buyer and the Company.
7.2 Subject to condition 7.1
7.2.1 The Company’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 any contract arising from
the Buyer’s orders shall be limited to the repayment of the price paid for the
products supplied under the specific purchase order; and
7.2.2 The Company shall not be liable to the Buyer for any indirect or consequential
loss, damage or expenses (including loss of profits, business or goodwill)
howsoever arising.

7.3 Notwithstanding the foregoing nothing in these terms and conditions is intended to limit the
Company’s liability to the Buyer for any death or personal injury resulting from the
Company’s negligence.

8 GENERAL
8.1 Severability. Any of the terms and conditions held to be invalid shall be severed but the
remaining provisions shall continue to operate in full force and effect.
8.2 Third party rights. A person who is not a party to this agreement shall not be entitled to
enforce any term pursuant to the Contracts (Rights of Third Parties) Act 1999.
8.3 Force majeure. Neither party shall have any liability under or be deemed to be in breach of
this Agreement for any delays or failures in performance of this Agreement which result
from circumstances beyond the reasonable control of that party.
8.4 Representations. The Buyer acknowledges that they have not entered into this Agreement
on the basis of any representation that is not expressly incorporated into these terms and
conditions or the purchase orders provided by the Company from time to time.
8.5 Waiver. No forbearance or delay by the Company in enforcing its rights shall prejudice or
restrict the rights of the Company and no waiver of any such rights or of any breach of any
terms shall be deemed to be a waiver of any other right or of any later breach.
8.6 Agency, Partnership. Nothing in this agreement shall be held, implied or deemed to
constitute partnership, joint venture, agency or other relationship between the parties
8.7 Notices. All notices shall be in writing and shall be deemed to be effective immediately
upon personal delivery or by fax where a successful fax transmission sheet is obtained or
e mail. In all cases the notices must be addressed according to the correct contact details
provided by the parties from time to time.

9 GOVERNING LAW & JURISDICTION
This agreement and any dispute arising out of or in connection with it or its subject matter shall be
governed by and construed in accordance with English law and the parties hereto submit to the
exclusive jurisdiction of the English courts.
NORTHERN RETAIL GROUP LTD . Company number 11869261