Terms and Conditions of Sale
1Â Â Â Â Â Â Â Â Â Â Â Â Â Definitions
In this document the following terms shall have the following meanings:
â€œContractâ€ means any agreement between Morelli and the Customer for the supply and purchase of Goods or Services;
â€œCustomerâ€ means any person who purchases Goods or Services from Morelli;
â€œGoodsâ€ means all products and goods supplied by Morelli;
â€œIntellectual Property Rightsâ€ means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case (i) whether registered or not (ii)including any applications to protect or register such rights (iii) including all renewals and extensions of such rights or applications (iv) whether vested, contingent or future (v) to which Morelli is or may be entitled, and (vi)in whichever part of the world existing;
â€œMorelliâ€ means Morelli Group Limited of Unit 2, Baird Road, Enfield Middx EN1 1SJ;
â€œMorelli Materialsâ€ means all information, software, materials, and data being the property of Morelli;
â€œOrderâ€ means the Customer’s offer to purchase Goods or Services from Morelli as and on the terms accepted by Morelli;
â€œProduct Guidelinesâ€ means in relation to any Goods or Services (i) all product and other information, guidelines, instructions and recommendations provided with the Goods and/or Services, and (ii) all information, guidelines, instructions and recommendations provided by, or available upon enquiry from, the manufacturers or suppliers of any such Goods or Services or from Morelli, and (iii) the use, suitability, safety and technical standards generally applicable in the Customer’s trading sector to goods or services of the nature of the Goods and/or Services supplied by Morelli or of which the Customer ought reasonably to have been aware having regard to its experience or expertise or which a reasonably experienced person in the Customer’s trading sector ought reasonably to have observed or applied or of which they ought reasonably to have been aware.
â€œServicesâ€ means the services supplied by Morelli;
â€œTerms and Conditionsâ€Â means the standard terms and conditions of business of Morelli set out in this document and any special terms and conditions agreed in writing by Morelli;
2Â Â Â Â Â Â Â Â Â Â Â Â Â General
2.1Â Â Â Â Â Â Â Â Â An Order will be deemed to be an offer to purchase Goods or Services from Morelli on these Terms and Conditions.
2.2Â Â Â Â Â Â Â Â Â Orders are not binding until accepted by Morelli in writing. Morelli reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.
2.3Â Â Â Â Â Â Â Â Â Quotations issued by Morelli are valid for 5 days from date of issue. Quotations will be deemed to be an invitation to treat by Morelli to supply Good or Services on and subject to these Terms and Conditions, and do not constitute an offer to sell or supply. If the Customer wishes to purchase Goods or Services the subject of a quotation, it will need to place an Order.
2.4Â Â Â Â Â Â Â Â Â Marketing and other descriptive matter relating to Goods or Services are illustrative only, and do not form part of the Contract. The Customer agrees that, in placing an Order, it has not relied on any representation or statement by Morelli not set out in the Contract.
2.5Â Â Â Â Â Â Â Â Â These Terms and Conditions apply to and form part of the Contract for the supply of the Goods and/or Services by Morelli to the Customer. They supersede any previously issued terms and conditions of supply or purchase.
2.6Â Â Â Â Â Â Â Â Â No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract.
2.7Â Â Â Â Â Â Â Â Â No variation of the Terms and Conditions or to an Order, or to a quotation from Morelli will be binding unless expressly agreed in writing and executed by a duly authorised signatory of Morelli.
2.8Â Â Â Â Â Â Â Â Â Nothing in these Terms and Conditions shall affect the Customer’s statutory rights as a Consumer
2.9Â Â Â Â Â Â Â Â Â Calls to and from Morelli Group branches may be recorded for training and quality purposes.
3Â Â Â Â Â Â Â Â Â Â Â Â Â Availability
3.1Â Â Â Â Â Â Â Â Â Acceptance and completion of an Order are subject to and conditional on such materials (including supplies from suppliers) being available.
4Â Â Â Â Â Â Â Â Â Â Â Â Â Price and Payment
4.1Â Â Â Â Â Â Â Â Â The price for the Goods or Services is as specified in the Contract or as subsequently agreed by Morelli in writing or in default of such provision will be calculated in accordance with Morelli’s standard scale of charges in force on the date of formation of the Contract.Â VAT will be charged by Morelli and paid by the Customer at the then applicable rate.
4.2Â Â Â Â Â Â Â Â Â Payment of the price shall be in the manner and on the date specified in the Order.
4.3Â Â Â Â Â Â Â Â Â If the Customer fails to make any payment within 15 Days of it becoming due, Morelli shall be entitled to charge interest at the rate of base rate of HSBC Bank Plc plus 5% in respect of the whole or part of each month on the outstanding amounts and Morelli shall be entitled to appropriate any sums received by the Customer in satisfaction of any such interest to which we are entitled.
5Â Â Â Â Â Â Â Â Â Â Â Â Â Delivery
5.1Â Â Â Â Â Â Â Â Â The Goods will be delivered by the means of most convenience to Morelli to the Customer’s designated delivery address. Goods will be deemed delivered when shipped to the Customer’s designated delivery address or if to be collected by the Customer from Morelli’s premises, upon notification to the Customer that the Goods are available for collection. The Customer must collect the Goods within 10 days after receiving notification the goods are available.
5.2Â Â Â Â Â Â Â Â Â Morelli shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or the Services.
5.3Â Â Â Â Â Â Â Â Â All risk in the Goods shall pass to the Customer upon delivery.
6Â Â Â Â Â Â Â Â Â Â Â Â Â Title
Title in the Goods shall not pass to the Customer until Morelli has been paid in full for the Goods and any Services.
7Â Â Â Â Â Â Â Â Â Â Â Â Â Customer’s Obligations
To enable Morelli to perform its obligations the Customer shall:
7.1Â Â Â Â Â Â Â Â Â co-operate with Morelli;
7.2Â Â Â Â Â Â Â Â Â provide Morelli with any information reasonably required by Morelli;
7.3Â Â Â Â Â Â Â Â Â obtain all necessary permissions, licences and consents which may be required before delivery of the Goods or commencement of the services, the cost of which shall be the sole responsibility of the Customer; and
7.4Â Â Â Â Â Â Â Â Â comply with such other requirements as may be otherwise agreed between the parties.
7.5Â Â Â Â Â Â Â Â Â ensure the account is paid on time and any disputes over invoicing are promptly communicated in writing to Morelli within 5 days of invoice date.
7.6Â Â Â Â Â Â Â Â Â to insure loan equipment against fire, theft and other insurable perils whilst on their premises and to enter into an Agreement approved maintenance contractors for the regular inspection and servicing of loan equipment and to make such payments as may be required for this service on demand.
7.7Â Â Â Â Â Â Â Â Â to keep allÂ Goods properly stored and maintained under proper supervision and to take all reasonable precautions for their safety and to make good to the satisfaction of Morelli any loss or damage or deterioration to the Goods from whatever cause.
8Â Â Â Â Â Â Â Â Â Â Â Â Â Cancellations, Returns and Refunds
8.1Â Â Â Â Â Â Â Â Â Where the Goods are faulty, the Customer must notify Morelli within 3 working days of delivery providing full details of the nature of the alleged defect. If Morelli accepts that the Goods are defective having regard to these Terms and Conditions Morelli may at its option replace the Goods or such parts thereof as may be deemed defective.
8.2Â Â Â Â Â Â Â Â Â The Customer may cancel an Order by notifying Morelli in writing at the address above within 5 days of placing an Order and any deposit paid will be refunded in full subject to the deduction of any non-recoverable costs incurred by Morelli consequent upon the Order or its cancellation.
8.3Â Â Â Â Â Â Â Â Â If the Customer fails to cancel the order within the time specified in Clause 8.2 any deposit paid may not be returnable and any costs incurred by Morelli will be payable by the Customer.
8.4Â Â Â Â Â Â Â Â Â All refunds and returns are subject to a maximum time limit of 90 days from date of delivery.
8.5Â Â Â Â Â Â Â Â Â If a Customer is permitted to return a special order, which will be advised to him at time of order placement, this will be subject to a handling charge of minimum 15% of invoice value.
9Â Â Â Â Â Â Â Â Â Â Â Â Â Liability
9.1Â Â Â Â Â Â Â Â Â None of the provisions of these Terms and Conditions will exclude or limit the liability of Morelli for (i) death or personal injury caused by its negligence, or (ii) for fraud or fraudulent misrepresentation.
9.2Â Â Â Â Â Â Â Â Â Subject to the provisions of this clause 9, the Supplier will be liable to the Customer for direct damage to tangible property caused by the failure of any Goods or Services but only in an amount not exceeding the total price of such Goods or Services under the Contract subject to which they were supplied.
9.3Â Â Â Â Â Â Â Â Â Morelli will not be liable to the Customer or any third party for (i) loss of data or use, (ii) any form of indirect, consequential or special loss, or (iii) any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising.
9.4Â Â Â Â Â Â Â Â Â Other than as set out above, Morelli limits its liability (however arising) in respect of or in connection with the Goods and/or Services, and otherwise in connection with the Contract,Â to the total price of the Goods or Services giving rise to such liability under the Contract.
9.5Â Â Â Â Â Â Â Â Â For the avoidance of doubt, time shall not be of the essence and Morelli shall incur no liability to the Customer in respect of any failure to deliver the Goods or complete the Services by any agreed completion date.
9.6Â Â Â Â Â Â Â Â Â Morelli will not be liable for any delay in or failure of performance of the Services or delivery of the Goods (including any failure to achieve any milestone or other date) so far as caused by an event of Force Majeure or the Customer’s failure to perform its obligations under the Contract.
9.7Â Â Â Â Â Â Â Â Â Morelli does not warrant or represent to the Customer that any Goods or Services that are purchased by the Customer are necessary or appropriate for the use and purposes for which such Goods or Services are acquired by the Customer or to which they are put by the Customer or any other person. It is the sole responsibility of the Customer to ensure that any Goods or Services purchased from Morelli are necessary and appropriate for any such intended use and purpose.
9.8Â Â Â Â Â Â Â Â Â The Customer acknowledges that in selecting any Goods or Services for purchase it does so solely in reliance on its own experience of the performance and attributes of goods and services of the nature of such Goods and Services and on the basis of its own investigations and does not rely on any representation, warranty or advice provided by Morelli or any other person.
9.9Â Â Â Â Â Â Â Â Â The Customer agrees, and warrants and represents to Morelli, that the Customer will use and apply the Goods and/or Services strictly in accordance with the Product Guidelines and, subject always to clause 9.1 above, Morelli hereby excludes any and all liability for any damages, costs, claims or proceedings suffered or incurred by the Customer or any other person by reason of the failure of the Customer or such person to comply with the terms of this clause 9.9.
9.10Â Â Â Â Â Â Â The Customer will test all Goods and Services to verify the attributes and performance of the Goods and Services before general use of such Goods and Services and will immediately cease use of the Goods and Services if such attributes or performance cause any hazard to persons or property or are not in accordance with the expectations of the Customer.
9.11Â Â Â Â Â Â Â The Customer acknowledges and agrees that it is in the nature of the Goods and Services of the kind supplied by Morelli that batch variations in colour, performance and other product attributes will from time to time occur in Goods or Services of the same description and specification. The Customer accepts the risk of such variations and Morelli excludes liability thereof.
10Â Â Â Â Â Â Â Â Â Â Intellectual Property Rights
10.1Â Â Â Â Â Â Â Nothing in the Contract will affect the rights (including Intellectual Property Rights) in any Morelli Materials which are and shall remain vested in Morelli.
10.2Â Â Â Â Â Â Â To the extent that Morelli Materials are used or incorporated into the Goods or ServicesÂ the parties acknowledge and agree that the Customer is licensed to use the same upon the terms set out below.
10.3Â Â Â Â Â Â Â Morelli hereby grants to the Customer a royalty-free, worldwide, revocable licence to use Morelli Materials solely for the purposes of the Customer’s business. The Customer:
10.3.1Â Â Â will not use Morelli Materials for any other purpose;
10.3.2Â Â Â will not modify or reverse engineer or take any similar action in relation to any propriety software of Morelli (except so far as required for interoperability);
10.3.3Â Â Â will not assign, sublicense or deal with Morelli Materials;
10.3.4Â Â Â hereby assigns to Morelli, on their creation, all Intellectual Property Rights which arise or are created by any use by it of, or work done by it on, Morelli Materials or the results of the Services.
10.3.5Â Â Â Morelli may at its discretion defend and settle any action brought against the Customer arising from any claim that the receipt or use by the Customer of the Goods or Services in accordance with the Contract, infringes any third party intellectual property right, and, subject to the limitations on clause 9 above, will compensate the Customer against reasonable costs and expenses incurred by the Customer in connection with such claim.
10.3.6Â Â Â Morelli’s obligations under this clause will not apply Goods or Services received where they or their results are modified or used, by the Customer other than in accordance with the Contract. The Customer will indemnify Morelli against all reasonable costs and expenses incurred by Morelli in connection with any claim arising from such receipt, modification or use.
10.3.7Â Â Â Morelli’s obligations under this clause are conditional on the Customer (i) promptly advising Morelli in writing of any claim or action; (ii) making no admission as to, or settlement or compromise of any claim or action without Morelli’s prior written consent, (iii) giving Morelli sole conduct of any defence and any settlement negotiations, (iv) co-operating fully with Morelli at Morelli’s expense and providing Morelli with all reasonable assistance in the defence or settlement of such claim or action.
10.3.8Â Â Â The provisions of this clause set out Morelli’s entire liability and the Customer’s sole right in respect of third party infringement of any intellectual property right.
11Â Â Â Â Â Â Â Â Â Â Confidentiality
All prices and information contained in proposals, tenders and quotations and any other information or literature given by Morelli shall remain Morelli’s property and shall not be disclosed to any other third parties without Morelli given written consent.
12Â Â Â Â Â Â Â Â Â Â Force Majeure
Morelli shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
13Â Â Â Â Â Â Â Â Â Â Severance
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
14Â Â Â Â Â Â Â Â Â Â Waiver
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
15 Â Â Â Â Â Â Â Â Â Third Party Rights
The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16Â Â Â Â Â Â Â Â Â Â No Agency
The parties are independent businesses and not principal and agent, partners, or employer and employee.
17Â Â Â Â Â Â Â Â Â Â Set-Off
All payments by the Customer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
18Â Â Â Â Â Â Â Â Â Â Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
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