legal
Standard Customer Terms
Standard Sales Terms - United Kingdom
Effective date: 30 July 2026 | Business-to-business sales only
How these terms work
Seller
Oxbridge Associates Limited, trading as Oxbridge Global.
Buyer
The business named as customer on the Sales Order.
Contract
The Sales Order or order confirmation, these Sales Terms, the agreed specification and any written special terms expressly approved by the Seller.
Goods
The products described in the Sales Order.
Permitted Territory
The territory expressly stated in the Sales Order. Delivery to one territory does not imply permission for resale elsewhere.
Incoterms
ICC Incoterms® 2020, where an Incoterm is stated in the Sales Order.
1. Application and acceptance
These Sales Terms apply to every quotation, Sales Order, order confirmation, pro forma invoice and sale made by the Seller unless the Seller expressly agrees different terms in writing. The Buyer accepts the Contract by confirming or placing an order, paying any amount, asking the Seller to begin performance, arranging collection or accepting any part of the Goods.
The Seller expressly rejects any terms contained in or referred to by the Buyer in a purchase order, portal, specification, acknowledgement or other document. Buyer terms apply only if a director of the Seller expressly agrees to them in writing. If there is a conflict, written special terms on the Sales Order take priority, followed by these Sales Terms and then the agreed product specification.
2. Orders, availability and product information
Quotations and stock offers are invitations to discuss and remain subject to availability. No Contract is formed until the Seller issues or confirms a Sales Order in writing. The Buyer must check the description, brand, variant, size, pack configuration, barcode, quantity, dates, condition, price, delivery terms and Permitted Territory and notify the Seller promptly of any error.
Once confirmed, the Buyer may not cancel, reduce or change an order without the Seller’s written agreement. The Seller may make that agreement conditional on payment of costs, commitments and losses reasonably caused by the change or cancellation.
3. Price, deposit and payment
The price and currency are those stated in the Sales Order and exclude VAT, duties, taxes, bank charges and other amounts unless expressly included. The Buyer is responsible for charges allocated to it under the agreed Incoterm and for any taxes or duties arising from its own import, export or onward sale.
Unless the Sales Order states otherwise, a 20% deposit is due when the order is confirmed and the balance must be received in cleared funds no later than 72 hours before loading, collection or release. The Seller is not required to reserve, load, release or deliver Goods while any amount is overdue.
A deposit will be applied to the price. If the Buyer cancels or fails to complete the Contract, the Seller may retain the deposit up to the amount of its reasonable costs and losses, without limiting any other right. If the Seller cannot supply the Goods for reasons not caused by the Buyer, any unapplied deposit will be returned.
The Buyer must pay without set-off, counterclaim or deduction unless required by law. Overdue amounts carry statutory interest and recovery costs available for late commercial payments.
4. Delivery, collection and documents
Delivery or collection will take place at the location, time and under the Incoterm stated in the Sales Order. ICC Incoterms® 2020 apply where an Incoterm is used. Unless expressly guaranteed in writing, dates are estimates and may depend on suppliers, carriers, customs, warehouses and other parties.
The Buyer must provide accurate delivery instructions, booking requirements, contact details, unloading arrangements and any information needed for transport or customs in good time. Delay, storage, redelivery, demurrage or other cost caused by the Buyer may be charged to the Buyer.
The Seller will provide the commercial invoice, packing list and other documents expressly agreed for the transaction. A document not listed in the Sales Order is not included unless later agreed in writing.
5. Risk and title
Risk passes in accordance with the agreed Incoterm, or on collection or delivery if no Incoterm is stated. The Buyer must insure the Goods from the time risk passes.
Title to the Goods remains with the Seller until the Seller has received full cleared payment of all amounts due under the Contract. Until title passes, the Buyer must keep the Goods identifiable, properly stored and insured, must not pledge or encumber them and must allow the Seller reasonable access to recover them if payment is overdue or the Buyer becomes insolvent.
6. Goods, condition and continuity
The Seller warrants that the Goods are genuine and will materially match the description, quantity, dates, pack format and condition expressly stated in the Sales Order, subject to normal manufacturing and packaging tolerances.
Where Goods are clearance, end-of-line, short-dated, discontinued, overstock or otherwise opportunity stock, the Buyer accepts the characteristics clearly disclosed before the order. Images and samples are illustrative unless expressly incorporated into the Contract. Ongoing or repeat availability is not guaranteed unless the Sales Order expressly states otherwise.
Except for the express commitments in the Contract and to the fullest extent permitted by law, the Seller gives no warranty that the Goods are suitable for the Buyer’s particular purpose, customer, channel or destination.
7. Permitted territory, free circulation and onward resale
The Buyer must confirm the intended destination and satisfy itself that the Goods, packaging, language, labelling, dates and documents are suitable for that destination and for its proposed customers.
Unless the Sales Order expressly confirms that the Goods are in free circulation or authorised for resale in the United Kingdom, the European Economic Area or another stated territory, no such status, consent or permission is promised or implied. Delivery into one territory does not by itself authorise export, re-export or onward resale in another territory.
The Buyer is responsible for importer- and exporter-of-record obligations, customs entries, duties, registrations, licences, local product requirements, intellectual-property exhaustion and any rights-holder consent needed for its onward movement or resale. If the Buyer exports, re-exports, relabels, repacks or resells the Goods beyond the Permitted Territory, it does so at its own responsibility unless the Seller has expressly agreed otherwise in writing.
The Buyer must comply with every territory, customer, channel, visibility or onward-sale restriction recorded in the Sales Order and must pass any relevant restriction to its own customers. It must not represent that the Seller has given a permission or assurance that is not expressly recorded in the Contract.
8. Inspection, claims and returns
The Buyer must inspect the Goods promptly. Any visible shortage, damage or packaging issue must be recorded at collection or delivery and notified with supporting evidence within 48 hours. Any other apparent non-conformity must be notified within five business days of discovery and before the affected Goods are resold, altered or used.
A latent issue that could not reasonably have been found earlier must be notified promptly after discovery. The Buyer must preserve the Goods, packaging, batch codes and evidence and allow reasonable inspection. No Goods may be returned without the Seller’s written authority.
For a valid claim, the Seller may choose to replace the affected Goods, correct the shortfall, issue a credit or refund the price paid for the affected Goods. These remedies are subject to the liability provisions below.
9. Product issues, recalls and cooperation
Each party must notify the other promptly of any safety issue, recall, regulatory enquiry, customs issue, intellectual-property complaint or third-party claim connected with the Goods. Neither party should make an admission on behalf of the other without consent.
The Buyer must provide reasonable traceability information and cooperate with any investigation or withdrawal. Where an issue results from the Buyer’s destination, relabelling, storage, onward sale, breach of restriction or failure to follow the Contract, the Buyer is responsible for the resulting costs and claims.
10. Confidentiality and non-circumvention
Each party must protect the other party’s confidential commercial information and use it only for the Contract. The Seller may share relevant information with its associated companies, suppliers, logistics providers, professional advisers, insurers and authorities where reasonably needed to perform or protect the transaction.
The Buyer must not use confidential source or supply-chain information disclosed by the Seller to bypass the Seller or deal directly with a source introduced or identified by the Seller, unless the Seller agrees in writing. This restriction applies for 24 months from the relevant disclosure and only to relationships not already independently known to the Buyer.
11. Legal and ethical compliance
The Buyer must comply with applicable anti-bribery, sanctions, export-control, tax, customs, product-safety, environmental, labour and data-protection laws and must not do anything that would cause the Seller or its associated companies to breach them.
The Buyer must not sell or transfer Goods to a prohibited person or territory and must provide reasonable customer, destination and compliance information when requested. The Seller may suspend performance while it investigates a genuine compliance concern.
12. Force majeure and delay
A party is not liable for delay or failure caused by an event genuinely beyond its reasonable control, provided it gives prompt notice and takes reasonable steps to reduce the impact. This may include supplier failure, transport disruption, port or customs delay, strike, shortage, cyber incident, government action, sanctions, natural event or utility failure.
The Seller may extend the delivery period, make a reasonable alternative arrangement or cancel the affected part of the Contract. If the Seller cancels before the Goods are supplied, it will return any payment for the cancelled Goods, less any amount properly due for Goods or services already provided.
13. Liability and indemnity
To the fullest extent permitted by law, the Seller is not liable for indirect or consequential loss or for loss of profit, revenue, business, opportunity, goodwill, anticipated saving or data. The Seller’s total liability arising from an order will not exceed the price paid or payable for the Goods giving rise to the claim.
Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
The Buyer will indemnify the Seller and its associated companies against direct losses, third-party claims, recall costs and reasonable professional costs arising from the Buyer’s breach of clause 7, 9 or 11, including unlawful import, export or onward resale, breach of an agreed restriction or a claim caused by the Buyer’s relabelling, repacking, storage or representations.
14. Suspension, cancellation and termination
The Seller may suspend performance, withhold release, cancel the undelivered balance or terminate the Contract if payment is late, the Buyer commits a material breach and does not remedy it promptly where remedy is possible, the Buyer becomes insolvent, or performance may breach law or sanctions.
If the Contract ends because of the Buyer’s breach, all amounts due become immediately payable and the Seller may resell the Goods. Termination does not affect rights or liabilities that arose before termination.
15. General
The Contract is the entire agreement for the relevant sale and may be changed only in writing by authorised representatives of both parties. A failure or delay in enforcing a right is not a waiver. If any provision is invalid, the remaining provisions continue.
The Buyer may not transfer the Contract without the Seller’s prior written consent. The Seller may transfer or subcontract obligations to an associated company or suitable operational provider while remaining responsible for the Contract. Notices may be sent by email to the addresses used for the transaction.
16. Governing law and jurisdiction
The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the Seller agrees otherwise in writing.
Seller details: Oxbridge Associates Limited, 6A St George’s Street, Winchester, Hampshire, SO23 8BG, United Kingdom. Company No. 05081206. Email: hello@oxbglobal.com.