1. Definitions in these conditions of sale
(a) The "Company" shall mean Morgan Carbtune Ltd and its successors and assignees and will include any subsidiary, parent or other company which is associated with or affiliated with it.
(b) The "Conditions" shall mean these Conditions of Sale.
(c) The "Purchaser" means the Company, Firm or Individual who buys or has agreed to buy goods.
(d) The "Quotation" shall mean any quotation addressed to the Purchaser by the Company including quoted products and prices published in any catalogue or promotional documentation provided by the Company.
(e) The "Goods" shall mean items of any nature that the Purchaser buys or has agreed to buy from the Company.
(f) The term "Liability Whatsoever" shall include, without prejudice to the generality of the expression all liability in tort, contract, breach of representation of implied warranty or condition or any other duty at common law or under the expressed terms of the contract including any liability for direct, indirect or consequential loss including but not limited to loss of profit or damage of any kind howsoever caused or arising. The said term will, however, not apply to liabilities in respect of death or personal injury.
(g) The "Company's Recommendations for Use" means the Company's recommendations for use(if any) contained in the Company's published literature current at the time of the quotation.
(h) "Special Orders" are such Goods that have been provided by the Company upon the specific specification and/or requirements of the Purchaser and which are not ordinarily provided by the Company or advertised by the Company.
1.1 Nothing in these Conditions shall exclude or restrict the Statutory Rights of a Purchaser who deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended.
1.2 Clause headings are for information only and shall not affect(nor be treated or interpreted so as to affect) construction of these Conditions.
(a) Unless otherwise agreed in writing between the parties acceptance of the Quotation must be communicated by the Purchaser to the Company within twenty eight days from the date of the Quotation in order to constitute a binding contract
(b) The placing of an order (whether orally or in writing) and whether or not based on a Quotation shall be deemed subject to the Conditions which shall apply to the exclusion of any other provisions contained in any other document issued by the Purchaser and without prejudice to the generality to the foregoing, contained in any order sent by the Purchaser. All orders are accepted only upon the Company's terms and conditions of sale which shall prevail over any terms and conditions in the Purchaser's documentation which are inconsistent with those of the Company. The parties agree to be bound by the Company's terms and conditions subject to any written authorised variation, cancellation or waiver.
(c) No modification or amendment of the Conditions shall be binding upon the Company unless agreed to in writing by a duly authorised signatory on behalf of the Company.
(d) Unless otherwise agreed in writing all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company's catalogues, brochures, price lists or any other published matter are approximate only and do not form part of a contract or give rise to any independent or collateral liability whatsoever upon the part of the Company being intended merely to present a general idea of the Goods as described therein.
(e) The Company shall not be responsible for the capacity or performance of any Goods, materials, machinery or other item supplied to or carried out for the Purchaser or the suitability or fitness for purpose or any purposes unless specifically agreed in writing between the parties.
(f) Save as herein provided the Company shall accept no liability for any loss or damage consequential or otherwise attributed to the act, negligence or defaults of the Company or its servants or agents.
3. Reference Numbers
Where makers' part numbers are quoted, these are for reference and description purposes only and for the avoidance of doubt does not mean that the parts referred to are genuine spare parts made or used by any manufacturer.
4. Terms of Payment
(a) Unless otherwise agreed, the Purchaser will pay for all goods in advance of receipt by either pro forma invoice or by credit or debt charge card or by such other form of cleared funds as agreed by the Company. The Company will retain a handling fee of 3% on all purchases made by credit card.
(b) Where payment is made by cheque it shall not be deemed to have been made until the cheque has been honoured by the drawer's bank and cleared in the Company's bank account.
(c) Where the Purchaser has a running account with the Company payment will become due thirty days after the receipt by the Purchaser of the Company's invoice. The Company reserves the right to charge interest at a rate of 2% per month or part thereof on all amounts unpaid by the due date and the Company shall be entitled to compound the same until payment in full has been received by the Company.
(d) Failure to pay the price for any goods supplied or any part of the price thereof or any other monies payable by the Purchaser under these conditions will entitle the Company without prejudice to the Company's other rights or remedy to refuse to make delivery of any further consignment of Goods under this contract or Goods under any other contract and/or to cancel any uncompleted order without reference to the Purchaser and such action shall not be regarded as a breach of these terms and conditions and no liability whatsoever whether direct or indirect or consequential) shall attach to the Company in relation thereto whether by means of any counterclaim, set off, indemnity or by any other means howsoever arising.
(e) Payments received by the Company shall be applied first in settlement of any charge to interest or other costs or expenses howsoever invoiced or incurred by the Company and thereafter in settling the purchase price or principal sum or sums due to the Company.
(a) Unless otherwise stated the price of the Goods in respect of contracts for delivery in Great Britain excludes the cost of delivery. Any and all charges for VAT or other applicable taxes and duties and costs including costs of carriage as determined by the Company at date of dispatch shall be payable by the Purchaser to the Company.
(b) The Purchaser shall not be entitled to make any deduction from the price of the Goods in respect of any set-off or counterclaim or indemnity or otherwise unless expressly agreed in writing by the Company.
(c) Unless otherwise stated in writing any Quotation is based on the current cost of materials, labour, transport, overheads and/or other charges and the price quoted is subject to fair adjustment reflecting any alteration in the cost of materials, labour, transport, overheads or other charges incurred by the Company during the period between the date of the Quotation and the date of dispatch.
6. Transfer of Property
(a) Legal and beneficial ownership of Goods shall remain with the Company until full payment for the Goods and/or other charges arising under these conditions has been made in full. The risk as to loss or damage of the said Goods shall, however, pass to the Purchaser upon delivery thereof. Until beneficial ownership of the said Goods passes the Purchaser shall keep the Goods free from any charge, lien or other encumbrance.
(b) The Purchaser accepts that until full payment of the purchase price and/or other charges arising under the conditions has been made for the said Goods the Goods are held by the Purchaser in a fiduciary relationship as bailee of the said Goods on behalf of Company.
(c) Whilst any payment in respect of the said Goods howsoever and wheresoever arising remains outstanding the Company may at any time and from time to time until ownership has passed require the said Goods to be returned to the Company and the Company may take possession of the Goods and may enter the premises of the Purchaser for such purpose and sever the Goods from anything to which they are attached without being liable or responsible for any damage howsoever arising thereby caused. Such return or retaking of possession of the said Goods shall be without prejudice to the obligations of the Purchaser under these conditions and without prejudice to the general rights of the Company.
(d) The Company's right to take legal action in respect of any outstanding sums in respect of the price of the Goods and/or other costs shall remain with the Company notwithstanding that beneficial ownership of the said Goods has not passed to the Purchaser.
(e) The Company or any person nominated by it shall at any time and from time to time until the payment in full of the purchase price and/or other charges for the Goods have full access to the Purchaser's books of accounts and documents and papers relating to any one or more of the following:-
(i) the Purchaser's dealings with the Company.
(ii) the Purchaser's dealings with the Goods.
(iii) the Purchaser's dealings with the proceeds of sale of the Goods.
(a) The Goods shall be at the Purchaser's risk from the occurrence of the first point of time of any of the following events:-
(i) The physical delivery of the Goods to the Purchaser at the Company's place of business;
(ii) The physical delivery of the Goods to the Purchaser's carrier; or
(iii) The physical delivery of the Goods to the Purchaser's place of business or home or such other address as notified by the Purchaser to the Company.
(b) The Goods shall remain at the Purchaser's risk not withstanding any subsequent return or retaking of possession by the Company in accordance with these conditions.
(a) Unless otherwise stated in writing any time or date for the delivery shall run from the date on which acceptance of the order is communicated to the Purchaser. date stated for delivery that may be given is intended as an estimate only and will not be a contractual obligation and such time or other time for collection or delivery shall not be deemed to be of the essence in respect of this contract. Failure to deliver by any particular time or date will not entitle the Purchaser to cancel the contract nor shall the Company be liable for any loss or liability whatsoever or howsoever arising in respect hereof.
(b.ii) The Company shall not be responsible for any delays caused by inclement weather, through its suppliers, human error or any other factor beyond its reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as forces beyond reasonable control:-
(1) an act of God, explosion, flood, tempest, fire or accident;
(2) war, threat of war, sabotage, insurrection, civil disturbance or requisition;
(3) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
(4) import or export regulations or embargo;
(5) strikes, lock outs or other industrial actions or trade disputes;
(6) difficulties in obtaining raw material, labour, fuel, parts or machinery;
(7) power failure or breakdown of machinery;
(8) failure by the Purchaser to collect Goods or to provide safe and/or adequate storage conditions on site.
(c) Delivery of the Goods shall be deemed to have taken place upon the first point in time of any events specified in Conditions 7(a) above. Signature of any delivery note by an agent, employee or representative of the Purchaser or by any independent person shall be conclusive proof of delivery of the Goods.
(d) Without prejudice to any rights of the Company hereunder, if the Purchaser shall fail to give on or before the agreed date for delivery all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities(which the Purchaser is obliged under the Conditions or by law to obtain) for forwarding the Goods or shall otherwise cause or request delay, the Purchaser shall pay to the Company all costs and expenses incurred arising from such delay.
(e) Unless otherwise stated in writing the Company shall be entitled to make partial delivery or deliveries by installments and if requested by the Purchaser to arrange carriage, to determine the route and manner of delivery of the Goods at their own discretion and shall be deemed to have the Purchaser's authority to make such contract or agreement with any carrier as to the Company may seem reasonable and prudent. If the said route involves sea transit the Company shall not be obliged to give the Purchaser any specific notice. The Company will, however, at the request of the Purchaser and at the Purchaser's expense, arrange marine insurance of the Goods and report shipment of the Goods to the insurers but shall not be under any liability whatsoever for any error in complying with such request or omission in respect of the same.
(f) If the Company is prevented from making delivery of the Goods or any part thereof on the agreed date of delivery by any cause whatsoever it shall be entitled at its option either to cancel the contract or to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented. Such alterations are without prejudice to the generality of the foregoing clauses in respect of matters that are outside the Company's control.
(g) Where delivery of the Goods is made in installments, each installment shall be construed as constituting a separate agreement to which all the provisions in the Conditions shall apply.
(h) If the Purchaser has been notified by the Company of the Company's ability to supply the Goods and a collection date has been notified to the Purchaser in writing any Goods which remain on the Company's premises after the said collection date due to the failure by the Purchaser to take delivery on the agreed dates and times will be held by the Company solely at the Purchaser's risk and expense and without prejudice to the generality of the foregoing the Company may charge the Purchaser for the reasonable cost of storage and insurance in respect of the same in addition to the Company's rights to charge for payment for work carried out, material used or ordered and any other additional costs incurred by the Company howsoever and wheresoever arising in respect thereof.
(I) No title of any goods, materials or work done (including, for the avoidance of doubt, any intellectual property rights including copyright) shall pass to the Purchaser from the Company until payment in full has been received by the Company of the purchase price and any related costs or charges applying in accordance with these conditions.
The Purchaser has a statutory right to cancel their order and receive a full refund (excluding original postal and packing charges) on any mail order purchase with the exception of Special Orders. There will be a re-stocking fee of 15%, £5 minimum, for correctly supplied goods where the goods are not faulty and supplied as described. To cancel, the Purchaser must send the original or copy invoice along with full written reasons for return, such written reasons and invoice to be received by the Company within seven days of the Purchaser receiving the said Goods. The Contact details of the Company are set out elsewhere in the website and invoice. All returned Goods must be returned as new and unused wrapped as in the original packaging. The Company accepts no liability whatsoever for Goods return to it in any other circumstances and such Goods that are returned in breach of these Conditions will be sent at the Purchaser's risk and expense and the Purchaser shall indemnify the Company in respect of any storage, carriage or any other charges paid or incurred by the Company in connection with the wrongful return of such goods.
10. Cancellation - Special Orders
The Company shall be entitled to full indemnity for all costs, losses and expenses incurred upon the Purchaser cancelling any special order which the Company has accepted. Special Orders accepted by the Company may not be cancelled by the Purchaser without the Company's prior written consent and in the event of such consent being given, the Company reserves the right to charge a cancellation fee as a condition thereof. Special Order Goods may not be returned after dispatch by the Company to the Purchaser without the prior written consent of the Company and in the event of the Company giving such consent (subject to the Goods not having deteriorated, depreciated or have been damaged) the Company reserves the right as a condition of such consent to charge a restocking fee equivalent to 15%, £5 minimum, of the purchase of the Goods.
The Company will arrange carriage of Goods if requested to do so by the Purchaser. However, the Purchaser is entitled to collect or arrange their own carriage at a time suitable to the Company. If requested by the Purchaser, the Company will endeavour to meet special delivery requirements subject to any additional costs being incurred thereby being borne by the Purchaser. If an unsuitable carriage option is selected at check out, the Company reserves the right to amend to the correct charge without notice to the customer.
12. Changes required by the Purchaser causing loss or expense to the Company
All and/or any losses, costs or charges incurred by the Company due to changes required or made by the Purchaser in respect of materials, design, quality or delivery from those set out in the acceptance of the Order shall be immediately payable to the Company by the Purchaser and the Company will be under no liability in respect of any defects in the goods arising from any drawing, plan, design or specifications supplied by the Purchaser or their failure to meet any purpose or requirement of the Purchaser unless such purpose or requirement was made known to the Company at the time the Purchaser placed the order for such Goods and was agreed in writing by the Company.
13. Force Majeure
Notwithstanding any other provisions contained in these conditions should the manufacture, processing, supply or dispatch of the whole or any part of the Goods contracted for be prevented or hindered by any cause or causes whatsoever beyond the Company's reasonable control the Company shall be entitled at its sole discretion to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until such time as the Company have deemed such cause or causes have ceased to operate. The Company shall not be under any liability to the Purchaser in respect of any such cancellation, postponement or suspension in respect of any matters beyond its reasonable control including and without limiting the foregoing any acts of God, legislation, war, fire, flood, drought or other natural calamity, failure of power supply, lock out, strike or other action taken by employees of the Company or any of the Company's suppliers or carriers or sub-contractors in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract or arising from any government act which directly or indirectly interrupt, prevent or hinder the due performance of the said contract.
14. Indemnity against infringement of industrial property rights
The Purchaser will fully indemnify and hold the Company harmless against any claim or liability in respect of any infringement or alleged infringement of any patent, trademark, registered design or any other like claim resulting from compliance with the Purchaser's instructions either expressed or implied.
15. Data Protection
We may be required to hold personal information provided by you and other information relating to you. We will not share your information with third parties.
16. Notices and other matters
Any notice required to be given by either party to the other under these conditions shall be in writing and addressed to that other party at its registered office or last known principal place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving the said notice.
17. No waiver of the Company of any breach of the terms of the contract or these conditions by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. Any provision of these conditions that may be held by any competent authority to be invalid or unenforcable in whole or in part will not render invalid such other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
19. The Company reserves the right to sub-contract the performance of any obligations under these conditions to a sub-contractor of their choice.
20. Law and jurisdiction
The law of Northern Ireland shall apply and the Northern Irish Courts shall have sole jurisdiction in respect of any claim or dispute in any way arising from the sale of Goods or the supply of services under these terms by the Company to any customer in any part of the world.