Terms and Conditions of Sale
MORRELLS WOODFINISHES LTD - CONDITIONS OF SALE
In these conditions of sale unless the contract otherwise permits:
- “Company” means Morrells Woodfinishes Limited.
- “Buyer” means the customer who places an order and to whom the Company agrees to supply goods.
- “Goods” means any product or services supplied by the Company.
- “Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods incorporating these conditions
- Carriage Charge
- Van Deliveries: a £12.00 carriage charge will be made on all orders when the total cost of goods is under £200.00. Next day deliveries will be charged at £20.00.
- Carrier Services: a carriage charge will be made when the total value of the goods is under £300.00 and also for late or urgent orders outside normal delivery schedules, requiring special carrier delivery.
- Handling Charges
The Company reserves the right to make a handling charge of up to 20% of the value on returned Goods.
- Price and Payment
- The price shall be the Company’s quoted price. The Price is exclusive of VAT.
- The Company reserves the right to require payment prior to delivery by pro-forma invoice or by cash on delivery (and in respect of which time for payment shall be of the essence) unless the Buyer has an account with the Company whereby payment is required no later than the last day of the month following that in which delivery is made.
- If payment is not received within, the terms stated the Company reserves the right to withdraw all credit facilities. If payment under these conditions is not made an interest charge will be made on overdue payments from the original due date until payment actually takes place at the rate of 2.5% per month.
- Passing of Title
- The property in the Goods shall not pass to the Buyer until the Buyer shall have paid the price plus VAT in full and no other sums whatever shall be due from the Buyer to the Company.
- Until such time as the legal and beneficial ownership of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and if the Buyer fails to do so forthwith, the Buyer hereby authorises the Company to enter upon any premises of the Buyer or any third party where the Goods are stored and to repossess the Goods.
- Even before the title passes the Buyer may sell and deliver the Goods to a third party but only on behalf of and to the account of the Company. Until the Company has been paid in full for the Goods the Buyer shall be liable to account to the Company for the proceeds of sale and shall keep such proceeds (including the proceeds of any insurance claim) apart from any other monies. The Company shall have the right to inspect any records relating to the Buyer’s dealings with the Goods and the proceeds of sale.
- Passing of Risk
The goods shall be at the Buyer’s risk as from dispatch.
- Force Majeure
Whilst the Company undertakes to do its utmost to execute every order within the specified period, the Company does not accept responsibility for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of the Company.
- Non-Compliance with Specification
The Company will, at its option, replace or give credit for any products which do not comply with specification, provided that the Buyer gives immediate notice thereof to the Company and that the Company is afforded prompt and adequate opportunity to inspect delivered products before any use us made of them and compare them with the Company’s retained sample.
- Prices of Sundry Items
The Company reserves the right to alter the prices of sundries without prior notice to the Buyer.
- Legal Construction
This contract is subject to the law of England and Wales. The conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions. Any variation to these Conditions shall be inapplicable unless agreed in writing by the Company.
- Consignor’s Declarations
In accordance with the requirements of The Carriage of Dangerous Goods by Road Regulations and The Carriage of Dangerous Goods (Classification, Packaging and Labelling) Regulations and The Use of Transportable Pressure Receptacles Regulations, the Company declares that the dangerous goods listed may be carried and at the time of despatch were properly labelled and fit for carriage. They are not prohibited by rules for mixed packaging.
- Special Products & Stockholding
- Non-standard products ordered by the Buyer may be supplied in quantities that are +/- 10% of the amount ordered and invoiced on a pro-rata per kg or litre basis.
- Goods that are held in stock by the Company that are specific to the Buyer and are within three months of their useful life may at the option of the Company be delivered to the Buyer and invoiced for by the Company as if the Goods had been ordered by the Buyer.
- Limitation of Liability
The following provisions set out the entire financial liability of the Company to the Buyer in respect of the Contract:
- 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 1979) are, to the fullest extent permitted by law, excluded from the Contract.
- Nothing in these conditions excludes or limits the liability of the Company:
- for death or personal injury caused by the Company’s negligence; or
- for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
- Subject to condition 13 B and 13 C:
- the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise, arising in connection with the Contract shall be limited to an amount equal to the Contract price (less any amount repaid by the Company); and
- the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- Data Protection Clause
The Company may collect and process the following data about the Buyer:
- Information the Buyer gives to the Company which may include information from purchases made by the Buyer, enquiries made by the Buyer, financial information disclosed by the Buyer which may be used by the Company to asses levels of credit (if any) the Company, at its sole discretion, is willing to extend to the Buyer and deciding whether or not to contract with the Buyer.
- Information which is necessary to enable performance of any agreement between the Buyer and the Company and the exercise of any obligations under any such agreement.
- Records of any correspondence between the Buyer and the Company.
- Any feedback by the Buyer on products manufactured and/or sold by the Company which are used by the Buyer. Details of transactions undertaken between the Buyer and the Company. Where contact and financial information is processed this information may include details about individuals, including without limitation sole traders, directors and other company officers, shareholders, partners, members, employees, guarantors, indemnifiers or agents. This information, together with any other information held by the Company about the Buyer, may be passed on to the Company’s bankers and financial providers and/or credit reference agencies and fraud prevention and/or prosecution agencies. Such organisations may use this information for the purposes of:
- checking details on applications for credit facilities;
- managing credit and credit related accounts and facilities (whether by the Company to the Buyer or by the Company’s suppliers to the Company) and/or; and
- recovering debts.
The data that the Company collects from the Buyer may be transferred to any member of the Company’s group, which means the Company’s ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006, some of which may be located outside the European Economic Area ("EEA").
The data that the Company collects from the Buyer may be transferred to, and stored at, a destination outside the EEA. It may also be processed by staff operating outside the EEA who do work for the Company or for one of the Company’s suppliers. Such staff may be engaged in, among other things, the fulfilment of the Buyer’s order, the processing of payment details and the provision of financial and support services to the Company. By submitting data, the Buyer agrees to this transfer, storing or processing. The Company will take all steps reasonably necessary to ensure that the Buyer’s data (including, without limitation, that of sole traders, directors and other company officers, shareholders, partners, members, employees, guarantors, indemnifiers or agents where applicable) is treated securely.
- Application of Terms
Subject to any variation under condition 14 C the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
- No terms or conditions endorsed on, delivered with or contained in the Buyer’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.
- These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. No representations after the contract is made are binding on the seller. Any advice or recommendation, including as to storage, preparation, application of the goods, is not binding and is acted upon entirely at buyers own risk. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
- Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
- No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
- The Buyer shall ensure that the terms of its order and any applicable specification is complete and accurate. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
Unless otherwise specified, the Goods do not comply with the Volatile Organic Compounds in Paints, Varnishes and Vehicle Refinishing Products Regulations 2005 (the “Regulations”) because the Goods are designed for the furniture industry and the Buyer accepts this noncompliance and undertakes that it will not use the Goods in contravention of the Regulations.
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 effect.