1. GENERAL 1.1 These Terms and Conditions (“Terms”) govern all business transactions conducted by One Holding North Limited (“the Seller”). They supersede any other terms and conditions, whether statutory, common law, or provided by the Buyer, unless expressly agreed in writing by an authorised representative of the Seller. 1.2 No employee or agent of the Seller has the authority to modify these Terms without prior written consent. 2. CONTRACT FORMATION 2.1 A contract is formed only when an order has been accepted by the Seller, either through written confirmation or dispatch of goods. 2.2 Any items unavailable at the time of order will be dispatched when stock becomes available unless cancelled in writing by the Buyer before dispatch. 3. PRICING 3.1 Prices are subject to change without prior notice. Orders will be invoiced at the price applicable at the time of dispatch. 3.2 All prices are exclusive of VAT, which will be applied at the prevailing rate. 3.3 Carriage charges and minimum order values are specified in the Seller’s Product Guide and are subject to amendment. 4. PAYMENT TERMS 4.1 Payment terms vary depending on the Buyer’s account type: • Proforma Accounts: Payment must be received in full before goods are dispatched. • Credit Accounts: Payment is due within 7 days from the date of the invoice unless otherwise agreed in writing. 4.2 No discounts shall be applied unless expressly agreed in writing. 4.3 Late payments may incur interest at a rate of 4% per annum above HSBC Bank Plc’s base rate, calculated monthly until full payment is received. 4.4 The Seller reserves the right to: • Suspend or cancel further deliveries in case of late payment. • Allocate any received payments to outstanding debts at its discretion. One Holding North Limited t/a Bedmaster | Registered Company 06569704 5. RETENTION OF TITLE 5.1 Ownership of goods remains with the Seller until full payment is received. 5.2 The Buyer must store the goods separately, keep them in good condition, and ensure they are insured until ownership transfers. 5.3 If payment is overdue, the Seller may request the return of goods and, if necessary, enter the Buyer’s premises to recover them. 5.4 Goods may not be used as security for debt until ownership passes to the Buyer. 6. DELIVERY AND CLAIMS 6.1 Goods are insured in transit. Claims for non-delivery must be submitted in writing within 14 days of invoice date. 6.2 Claims for shortages or damages must be made within 72 hours of receipt and noted on the Proof of Delivery (POD). 6.3 The Seller reserves the right to charge for refused deliveries unless written cancellation was received before dispatch. 6.4 If a defect is established, the Seller may replace the goods or issue a refund but accepts no further liability. 6.5 The Seller shall not be liable for delays or failures beyond its reasonable control, including but not limited to: • Acts of God, natural disasters, or extreme weather conditions. • Government actions, import/export restrictions, or legal regulations. • Industrial disputes, supply shortages, or infrastructure failures. 7. RETURNS POLICY 7.1 Goods correctly supplied in accordance with the order will not be accepted for return or credit unless expressly agreed by the Seller. 8. WARRANTIES 8.1 All products carry individual warranties as provided by the manufacturer. 8.2 The Seller is not liable for unauthorised repairs or any damage resulting from attempted repairs by the Buyer. 9. INSOLVENCY OF BUYER 9.1 The Seller may cancel or suspend any contracts if: • The Buyer enters administration, bankruptcy, or liquidation. • A receiver or administrator is appointed over the Buyer’s assets. • The Buyer ceases or threatens to cease trading. • The Seller reasonably believes insolvency is imminent. 9.2 If any of these conditions apply, all outstanding payments become immediately due and payable. One Holding North Limited t/a Bedmaster | Registered Company 06569704 10. DATA PROTECTION 10.1 The Seller may collect and process personal data in accordance with the UK GDPR and Data Protection Act 2018. 10.2 Buyer data may be shared with credit reference agencies, debt collection agencies, and fraud prevention services. 10.3 For further information on how data is processed, please contact the Seller in writing. 11. GOVERNING LAW AND JURISDICTION 11.1 These Terms and any disputes arising from them shall be governed by English law. 11.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales. These Terms are subject to change without notice. The most current version is available upon request.