1. Go-Stock's Conditions Apply
1.1 Unless otherwise specifically agreed in writing by Go-Stock ("Go-Stock"),
all quotations and contracts for the supply of goods by Go-Stock are made upon
these Conditions of Sale ("the Conditions") which shall at all times
override any terms and conditions which the purchaser of such goods ("the
Purchaser") imposes or seeks to impose. "The Contract" means any
contract made between the parties that incorporates the Conditions.
1.2 No terms or conditions endorsed on delivery documents or contained in the
Purchaser's purchase order, confirmation of order, specification or other
document shall form part of the Contract simply as a result of such document
being referred to in the Contract.
1.3 Delivery of any goods following a quotation for supply made by Go-Stock
will be made only upon the Conditions. Orders are accepted subject to the
1.4 Any variation must be approved by an authorised Go-Stock employee and be in
writing. Any quotation or estimate is given subject to the Conditions.
2. Payment Terms
2.1 Terms of payment are 30 days from the date of invoice and in default
Go-Stock shall be entitled without notice to the Purchaser (even if the
Purchaser has a contract with a third party) to:
2.1.1 terminate any outstanding order or quotation;
2.1.2 withhold and/or suspend supplies; or
2.1.3 reduce the Purchaser's credit limit.
2.2 Go-Stock shall also be entitled, at its discretion, to receive payment of
any and all monies in respect of goods supplied whether these monies would
ordinarily be due for payment at that time or not.
2.3 In addition, Go-Stock shall be entitled to charge the Purchaser interest on
the amount unpaid at the rate of 8% above the Bank of England base rate until
payment in full is made and the Purchaser will indemnify Go-Stock in respect of
all costs incurred by Go-Stock in recovering payment, including the cost of
2.4 No payment shall be deemed to have been received until Go-Stock has
received cleared funds. Time of payment is of the essence.
2.5 In the event that the Purchaser tenders payment by cheque and the cheque is
subsequently returned by the Purchaser's bankers unpaid, the Purchaser will
also indemnify Go-Stock in respect of all resulting bank charges incurred by Go-Stock.
2.6 The Purchaser shall make all payments due under the Contract without any
deduction whether by way of set-off, counterclaim, discount, abatement or
otherwise unless the Purchaser has a valid court order requiring an amount
equal to such deduction to be paid by Go-Stock to the Purchaser.
2.7 Go-Stock reserves the right to set off, deduct or discount any amounts due
from Go-Stock under any other arrangement with the Purchaser against any monies
due to Go-Stock under this Contract.
3.1 All prices displayed in both Go-Stock'ss printed and online
publications are subject to VAT where applicable.
3.2 Prices are correct at time of issue and are subject to change without prior
3.3 The price charged to the Purchaser will be the prevailing price at the time
4. Retention of Title
4.1 Although risk in the goods supplied passes to the Purchaser on
delivery, legal title in such goods shall not pass to the Purchaser until Go-Stock
has received in cleared funds the full price payable for such goods and all
other goods supplied by Go-Stock to the Purchaser for which payment is then
4.2 Until legal title passes, the Purchaser shall hold the goods on a fiduciary
basis as Go-Stock's bailee and shall keep them properly protected, insured,
clearly identified and stored separately from any other goods (whether or not
supplied by Go-Stock). The Purchaser shall not destroy any identifying mark on
packaging in the goods. Until that time the Purchaser is entitled to resell or
use the goods in the ordinary course of its business but shall account to Go-Stock
for the proceeds of sale and pending payment shall hold such proceeds on trust
for Go-Stock absolutely. Go-Stock shall be entitled to recover payment for the
goods notwithstanding that ownership of the goods has not passed to the
4.3 The Purchaser's right to resell or use the goods shall terminate
automatically on the occurrence of any event set out in Condition 12 and/or if
any sum owed to Go-Stock by the Purchaser is not paid when due.
4.4 Until such time as legal title in the goods passes to the Purchaser Go-Stock
may at any time require the Purchaser, its liquidator, receiver or
administrator to return the goods and/or may repossess the goods by entering
upon any premises of the Purchaser or any third party where the goods are
reasonably believed to be stored.
4.5 In addition and without prejudice to any other right or remedy available to
Go-Stock, if the Purchaser is in breach of the payment terms or of any of its
obligations under this condition, Go-Stock shall be entitled to:
4.5.1 cancel the Contract;
4.5.2 suspend further deliveries; or
4.5.3 terminate any outstanding order or quotation without incurring any
liability whatsoever as a consequence of this action.
4.6 Go-Stock reserves the right at any time before title in the goods has
passed to the Purchaser to require the Purchaser to deliver up the goods if any
of the events specified in Condition 12 occurs.
5.1 Terms and conditions for delivery are only applicable in the UK. For
delivery outside the UK please contact Go-Stock's export department.
5.2 Unless otherwise agreed delivery of the goods shall take place at the
Purchaser's place of business.
5.3 Where Go-Stock makes delivery of the goods to the Purchaser's place of
business or any other place as agreed in writing, all charges in relation to
carriage, including, without limitation transport costs, insurance and
unloading, will at Go-Stock's option, be borne by the Purchaser.
5.4 If for any reason the Purchaser does not accept delivery of any of the
goods when they are ready for delivery then the goods will be deemed to have
been delivered, risk passing to the Purchaser (including for loss or damage
caused by Go-Stock's negligence) and Go-Stock may:
5.4.1 store the goods until actual delivery whereupon the Purchaser will be
liable for all related costs and expenses (including without limitation storage
and insurance); or
5.4.2 sell the goods at the best price readily obtainable and (after deduction
of all reasonable storage and selling expenses) charge the Purchaser for any
shortfall below the Contract price.
5.5 Go-Stock reserves the right to deliver in instalments and any failure to
deliver one instalment will not entitle the Purchaser to terminate the
5.6 The quantity of any consignment of goods as recorded by Go-Stock upon
despatch from Go-Stock's place of business shall be conclusive evidence of the
quantity received by the Purchaser on delivery unless the Purchaser can provide
conclusive evidence proving the contrary.
5.7 Claims for shortages or damaged goods must be made in writing to Go-Stock
within 3 days of receipt of the goods.
5.8 Claims for non delivery must be made to Go-Stock within 10 days of date of
despatch shown on invoice.
6.1 Notwithstanding any other provision in the Contract, Go-Stock may at
its option allow the Purchaser to return the goods upon the following
6.1.1 that the relevant goods are non-faulty;
6.1.2 that the relevant goods are goods that are ordinarily held in stock at
one of Go-Stock's locations;
6.1.3 that the Purchaser notifies Go-Stock within 10 days of delivery of its
intention to return the goods;
6.1.4 that the goods are returned to Go-Stock within 15 days of delivery;
6.1.5 Go-Stock and the Purchaser shall agree whether the goods shall be
delivered by the Purchaser to Go-Stock or collected by Go-Stock from the
6.1.6 that the goods are undamaged, in the original packaging, with all
trademarks or other labelling intact and fully suitable for re-sale;
6.1.7 the Purchaser agrees to pay Go-Stock a 15% handling fee against the
return of non-faulty standard goods. This handling fee will be reduced to 7% if
the return is processed via Go-Stock's website.
6.2 Notwithstanding any other provision in the Contract, Go-Stock may from time
to time at its sole option accept the return of non standard, non faulty goods
upon separate rates, terms and conditions, to be agreed with the Purchaser in
advance of any such return. Non standard goods are goods which are not
ordinarily held in stock at one of Go-Stock's locations.
7.1 If Go-Stock establishes to it's reasonable satisfaction that there
is a defect in the goods or there is some other failure by Go-Stock in relation
to the conformity of the goods with the Contract, then Go-Stock shall, at its
option, at its sole discretion and within a reasonable time:
7.1.1 replace such goods with goods which are in all respects in accordance
with the Contract; or
7.1.2 issue a credit note to the Purchaser in respect of the whole or part of
the Contract price of such goods as appropriate having taken back such goods,
subject, in every case, to the remaining provisions of this Condition provided
that the liability of Go-Stock under this Condition shall in no event exceed
the purchase price of such goods and performance of any one of the above
options shall constitute an entire discharge of Go-Stock's liability under this
7.2 This Condition shall not apply unless the Purchaser:
7.2.1 notifies Go-Stock of the alleged defect within 3 days of the time when
the Purchaser discovers or ought to have discovered the defect;
7.2.2 allows Go-Stock to collect the relevant goods;
7.2.3 complies with any reasonable request or instruction from Go-Stock; and
7.2.4 affords Go-Stock a reasonable opportunity to inspect the relevant goods.
7.3 If Go-Stock elects to replace the goods pursuant to this Condition, Go-Stock
shall deliver the replacement goods to the Purchaser at Go-Stock's own expense
at the address to which the defective goods were delivered and the legal title
to the defective goods which are being replaced shall (if it has vested in the
Purchaser) re vest in Go-Stock.
7.4 Go-Stock warrents that upon delivery the goods shall be of satisfactory
quality within the meaning of the Sale of Goods Act 1979. Go-Stock shall have
no liability under the warranty in this Condition:
7.4.1 in respect of any defect arising from wilful damage, negligence, abnormal
storage conditions, failure to follow Go-Stock's or the manufacturers
instructions whichever is appropriate (whether oral or in writing);
7.4.2 if the total price for the goods has not been paid by the due date for
7.4.3 in respect of any type of defect or damage specifically excluded by Go-Stock
by notice in writing; or
7.4.4 if the Purchaser makes any further use of the goods after giving notice
in accordance with this Condition.
7.5 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 1982)
are, to the fullest extent permitted by law, excluded from the Contract.
8.1 Subject to Condition 7 above this Condition sets out the entire
liability of Go-Stock (including any liability for the acts or omissions of its
employees, agents and sub contractors) to the Purchaser in respect of:
8.1.1 any breach of the Conditions or the Contract;
8.1.2 any use made or resale by the Purchaser of any 01 2007 COS 942/943
17/7/07 10:43 Page 942 Conditions of Sale 943 of the goods, or any product
incorporating any of the goods; and
8.1.3 any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
8.2 Nothing in the Conditions excludes or limits the liability of Go-Stock for
death or personal injury caused by Go-Stock's negligence, or for fraudulent
misrepresentation, or for fraud or under section 2(3), Consumer Protection Act
1987 or for any matter which it would be illegal for Go-Stock to exclude or
attempt to exclude its liability.
8.3 Subject to Condition 8.2, Go-Stock shall not be liable to the Purchaser
whether in contract, tort (including negilgence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract (including any losses that may
result from deliberate breach of the Contract by Go-Stock, its employees,
agents or sub contractors).
8.4 Go-Stock's total liability to the Purchaser in respect of all other losses
arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise including losses
caused by a deliberate breach of the Contract by Go-Stock, its employees,
agents or sub contractors shall not exceed the value of the Contract.
9.1 Any services which are subject to a separate fee and are to be
performed by Go-Stock under the Contract are performed in accordance with Go-Stock's
terms and conditions of service. A copy of the terms and conditions of services
are available upon request.
10. Safety and Product Recalls
10.1 The Purchaser shall comply at all times with the written
instructions and all written guidelines issued from time to time attached to
the goods concerning their storage and use and the Purchaser shall refer its
employees and its customers to such instructions and guidelines.
10.2 The Purchaser should satisfy itself that the persons responsible for the
storage and use of any goods supplied by Go-Stock have all the information
required on health and safety and Go-Stock shall not be liable to the Purchaser
in any civil proceedings brought by the Purchaser against Go-Stock in respect
of a breach of the user instructions or any applicable health and safety
legislation or any regulations, orders or directions made pursuant to such
health and safety legislation in force from time to time or under any
directive, regulation, order or other instrument relating to health and safety
where such exclusion of liability is permitted by law.
10.3 The Purchaser shall keep Go-Stock properly informed of all complaints
concerning the goods and shall comply with any directions of Go-Stock in any
issues, proceedings or negotiations relating to such complaint.
10.4 In the event of any recall of the goods by Go-Stock the Purchaser shall
co-operate fully and promptly with any steps taken by Go-Stock under the
10.5 Go-Stock may at its discretion recall any goods already sold by Go-Stock
to the Purchaser, (whether for a refund or credit or for replacement of the
goods which shall in each case be undertaken by Go-Stock) and/or issue any
written or other notification to the Purchaser about the manner of use of any
goods already sold by Go-Stock to the Purchaser. The Purchaser agrees to give
all reasonable assistance to Go-Stock or the manufacturer in resisting any
claim which may arise under any recall of product by Go-Stock or the
manufacturer of such product.
11. Force Majeure
11.1 Go-Stock reserves the right to defer the date of delivery or to
cancel the Contract or reduce the volume of the goods ordered by the Purchaser
(without liability to the Purchaser) if it is prevented from or delayed in the
carrying on of its business due to circumstances beyond the reasonable control
of Go-Stock including, without limitation, acts of God, governmental actions,
war or national emergency, acts of terrorism, protests, riot, civil commotion,
armed conflict, malicious damage, fire, explosion, flood, epidemic, nuclear,
chemical or biological contamination, sonic boom, collapse of building
structures, loss at sea, natural disaster, extreme adverse weather conditions,
failure of energy, break down of plant or machinery lock-outs, strikes or other
labour disputes (whether or not relating to either party's workforce), or
restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials provided that, if the event in
question continues for a continuous period in excess of 180 days, the Purchaser
shall be entitled to give notice in writing to Go-Stock to terminate the
12.1 Go-Stock may, as it thinks fit, (without prejudice to any other
rights or remedies it may have against the Purchaser) immediately suspend
further performance of the Contract or cancel delivery of the goods or stop any
goods in transit or by notice in writing to the Purchaser terminate the
Contract without liability to Go-Stock if:
12.1.1 the Purchaser commits a material breach of any of its obligations under
the Contract which is incapable of remedy;
12.1.2 the Purchaser fails to remedy a breach of its obligations under the
Contract which is capable of remedy, or persists in any breach of any of its
obligations under the Contract after having been requested in writing by Go-Stock
to remedy or desist from such breach within a period of 14 days;
12.1.3 any distress execution or diligence is levied upon any of the
Purchaser's goods or property and is not paid out within 7 days of it being
12.1.4 the Purchaser (being a partnership) or the Purchaser's partner offers to
make any arrangements with or for the benefit of the creditors of the Purchaser
or the Purchaser's partner generally or there is presented in relation to the
Purchaser or the Purchaser's partner a petition of bankruptcy;
12.1.5 the Purchaser (being a limited company) is deemed to be unable to pay
its debts within the meaning of Section 123 of the Insolvency Act 1986 or the
Purchaser calls a meeting for the purpose of passing a resolution to wind up
its company or such a resolution is passed or the Purchaser presents or has
presented a petition to wind up or present or have presented a petition or
appoint an administrator or have an administrative receiver or receiver
appointed to the whole or any part of the Purchaser's business, undertaking,
property or assets;
12.1.6 the Purchaser ceases, or threatens to cease, to carry on business;
12.1.7 a secured lender to the Purchaser takes any steps to obtain possession
of the property on which it has security or otherwise to enforce its security.
12.2 Notwithstanding any such termination or suspension in accordance with the
above the Purchaser shall pay Go-Stock at the Contract rate all payments
subsisting at the time of termination.
13. Product Information
13.1 Whilst Go-Stock has made every effort to ensure that details and
information given in both our printed and online publications are accurate at
the time of issue but Go-Stock gives no guarantees as to the accuracy or completeness
of such information. Full technical specifications are not necessarily included
and furthermore, Go-Stock's policy is one of continuous improvement and the
right is reserved to alter details and information at any time as the need
13.2 Accordingly, the Purchaser should check any details and information they
wish to rely on with Go-Stock at the time of purchase. Go-Stock accepts no
liability in respect of any errors or omissions herein contained or for any
loss or damage, malfunction or consequential loss arising from reliance upon
14. Go-Stock Disclaimer
14.1 Any products shown in both our printed or online publications do
not represent endorsement by Go-Stock of any other products, services or
15. Colour Reproduction
15.1 The colour reproductions of the garments featured in both our
printed or online publications are as accurate as the printing or electronic
process will allow.
16. Data Protection
16.1 Go-Stock will at all times comply with its obligations under the
Data Protection Act 1998.
16.2 Go-Stock may monitor and record telephone calls for the following
16.2.2 quality and control; and
16.2.3 to confirm verbal instructions.
16.3 Go-Stock has and maintains privacy policies in respect of its website and
its business activities generally.
17.1 The Purchaser shall not be entitled to assign the Contract or any
part of it without the prior written consent of Go-Stock.
17.2 Go-Stock may assign the Contract or any part of it to any person, firm or
18.1 Each right or remedy of Go-Stock under the Contract is without
prejudice to any other right or remedy of Go-Stock whether under the Contract
18.2 Each party agrees to keep secret and confidential all information obtained
or disclosed as a result of the relationship of the parties under the Contract.
18.3 If any provision of the Contract is found by any court, tribunal or
administrative body of competent jurisdiction to be wholly or partly illegal,
invalid, void, voidable, unenforceable or unreasonable it shall to the extent
of such illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the
Contract and the remainder of such provision shall continue in full force and
18.4 Failure or delay by Go-Stock in enforcing or partially enforcing any
provision of the Contract will not be construed as a waiver of any of its
rights under the Contract.
18.5 Any waiver by Go-Stock of any breach of, or any default under, any
provision of the Contract by the Purchaser will not be deemed a waiver of any
subsequent breach or default and will in no way affect the other terms of the
18.6 The parties to this Contract do not intend that any term of this Contract
will be enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person that is not a party to it.
18.7 The formation, existence, construction, performance, validity and all
aspects of the Contract shall be governed by English law and the parties submit
to the exclusive jurisdiction of the English courts.
19. All Rights Reserved
19.1 No part of any Go-Stock publication may be reproduced or
transmitted in any form or by any means including photocopying and recording,
without the written permission of the copyright holder, application for which should
be addressed to the publisher.
19.2 Such written permission must be obtained before any part of this
publication is stored in a retrieval system of any nature.
19.3 All prices are subject to VAT. All prices are subject to alteration
without notice. Go-Stock reserve the right to amend the Conditions which are
subject to confirmation at the time of application.
Go-Stock ,108 Nortney Marina, Hayling Island, PO11 0NH
T: 02392 460123
All rights reserved. 06/08/2014