Terms & Conditions
YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 12
1. About us
Morplan Limited (‘us’) is a company registered in England under company number 03801026. In addition to our corporate name, we also trade under the name ‘Morplan Originals’ and have previously traded under the name ‘Retif’. Our registered office address is at PO Box 54 Temple Bank, Harlow, Essex CM20 2TS. Our website address is www.morplan.com (‘Website’). Our VAT number is GB740633941.
2. About this document
2.1 The terms and conditions set out in this document (‘Terms’) apply to all sales of goods by us, other than customised, personalised or bespoke goods, (‘Products’), through whatever sales channel (excluding Ebay and Amazon), to the exclusion of any terms and conditions of the customer, save to the extent that any variation is agreed in writing by one of our directors.
3. Contracting with us
3.1 You may order Products listed in our current main catalogue and/or on our Website, for supply at a later time, by telephone, post, facsimile, email, through our Website, in person through one of our sales representatives or in one of our stores. In doing so, you will be accepting our offer to supply the Products ordered subject to these Terms. No offer will have been open to you for acceptance if we have notified you that we will not accept your orders. An order which contradicts any of these Terms shall not constitute a valid acceptance. You may also purchase products for immediate supply (subject to stock) in one of our stores, in which case, a contract will come into existence between us when the sale is concluded. Contracts made with us in any of these ways are referred to as ‘Contracts’ below.
3.2 All Contracts are between us and the person, partnership or corporation named as the customer at the time of ordering (‘Customer’). Except in the case of condition 4, the term ‘you’ is used in these Terms to refer to the Customer.
3.3 Notwithstanding any other condition, we may cancel a Contract at any time without being required to give you a reason, including without limit in circumstances in which you are in arrears in relation to payment for any goods previously supplied by us. Such a cancellation will be without liability to you, save that we will refund the price of any goods not supplied where this has been paid to us (after setting off any sums owed to us in relation to any account of the Customer).
You personally warrant by placing an order with us that you are authorised to enter into a legally binding contract with us on behalf of the Customer.
5. Quantity and Description
5.1 Where Products are ordered for supply at a later time, by whatever means:
5.1.1 the quantity of Products to be purchased will be as set out in your order; and
5.1.2 sales will be by description not sample.
For standard Products, the description of the Products to be supplied shall be as set out in our current main catalogue or on our Website at the time the Contract is formed.
5.2 The Products will comply with their description, save that the Products delivered may differ as to colour and any dimensions provided are approximate only. Products may also differ from the same or similar Products ordered at a different time.
6.1 Except where Products are for immediate supply in one of our stores, delivery shall be made:
6.1.1 to one of our stores for collection by you or your courier; or
6.1.2 by our courier at your delivery address(es);
as specified in your order. Where we are to deliver, delivery shall be made to the Customer’s delivery address(es) provided to us at the time the order is placed.
6.2 Any dates specified by us for delivery of Products are intended to be an estimate and time shall not be of the essence or be capable of being made of the essence in relation to delivery. In addition, we shall be entitled to suspend our obligation to deliver Products in the event that any account of the Customer is in arrears. Your sole remedy in the event of delay in or failure to deliver (for whatever reason, even if caused by our negligence) shall be the right to terminate the Contract after more than 30 days have elapsed since the estimated delivery date (or the date of the Contract, where no delivery date was specified) without delivery having been effected (excluding any periods of suspension as aforesaid), save that you may not terminate as aforesaid if you have agreed to accept delivery at a later date.
6.3 Where you require Products to be delivered to one delivery address on the island of Great Britain (excluding parts of Scotland) and the value of the order is over £85 + VAT, no extra charge above the contract price will be made for delivery. Where Products are to be delivered to multiple addresses, delivery charges will be payable. Where delivery charges are payable, these will be notified to you at the time you place your order or as soon as possible afterwards.
If you do not wish to accept delivery charges notified to you after the Contract is formed, you may cancel the Contract by refusing to confirm acceptance of the charges within 14 days.
6.4 We reserve the right to make delivery by instalments and to invoice for each instalment separately.
6.5 Where the goods are to be delivered otherwise than at our premises, we undertake only to deliver to the ground floor entrance of the required delivery address and during the hours of 8am and 5pm Monday to Friday (excluding public holidays in England). You must provide all appropriate details to enable delivery to be made. Our courier will attempt delivery on a maximum of two occasions after which you will need to arrange collection from the courier’s depot or, if the Products have been returned to us, our premises.
6.6 Delivery may be made at any time after the Contract is formed and you will not be advised of the delivery time in advance. Where collection from one of our stores has been agreed, this must take place within 30 days.
6.7 We shall not be liable for any shortfall in the Products ordered (even if caused by our negligence) unless you notify us of the shortfall within 48 hours of delivery and confirm this in writing within 7 days of delivery.
6.8 Our financial liability for failing to deliver the full quantity of Products ordered shall be limited to making a further delivery to complete the order or, at our option, issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
6.9 Where Products are shipped internationally, you will be responsible for preparing and submitting all paperwork to customs in the UK and in other jurisdictions and for paying all import and export duties. You are advised, and will be given the opportunity, to check the suitability and quality of all Products to be shipped internationally prior to despatch.
6.10 Time shall be of the essence of your obligation to collect or accept delivery (as the case may be). If you fail to do so, we may, without prejudice to our other rights and remedies, terminate the Contract or store the Products (at your cost) pending delivery being made. We may also elect to treat the Products as having been delivered and if collection from our premises has not occurred within 30 days of notification to you to collect, we may dispose of them as we in our absolute discretion consider fit.
6.11 If we agree to collection of Products by your designated courier, you agree to fully indemnify us and keep us indemnified against any charges which may be made to us by your courier in accordance with their terms and conditions of business.
7.1 The Products are at your risk from the time of delivery.
7.2 Ownership of the Products shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of:
7.2.1 the Products; and
7.2.2 all other sums which are due to us by you on any account.
7.3 Until ownership of the Products has passed to you, you shall hold the Products on a fiduciary basis as our bailee and shall store them separately from identical or similar products supplied by other suppliers (if any).
7.4 You may resell Products before ownership has passed under condition 7.2 solely on the following conditions:
7.4.1 any sale shall be effected in the ordinary course of your business at full market value; and
7.4.2 any such sale shall be a sale of our property on the Customer’s own behalf (as a purchaser in possession) and you shall deal as principal when making such a sale.
7.5 Your right to possession of the Products shall terminate immediately if:
7.5.1 being an individual, you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
7.5.2 being a corporation, you have an administrator, administrative receiver, receiver or liquidator appointed in respect of all or any of your assets or undertaking or enter into a company voluntary arrangement within the meaning of the Insolvency Act 1986 or cease or threaten to cease to trade; or
7.5.3 any sum due to us is not paid on the due date.
7.6 You hereby grant to us and our agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
7.7 Our rights under condition 7 shall survive the termination of the Contract (howsoever caused).
7.8 You must not resell Products without the original packaging (other than bulk packaging) or remove or obscure any written instructions intended to be supplied to the end user.
8.1 Subject to conditions 8.3 and 8.4, the price for the Products shall be the price set out in our current main catalogue or on our Website. From time to time we may run promotions offering discounts on the published prices. To claim promotional discounts, you must supply the relevant code before the Contract is entered into.
8.2 The price for the Products shall be exclusive of value added tax and delivery charges (other than for orders to which free delivery applies – see condition 6.3).
8.3 We apply a minimum invoice charge. If the total price of the order would otherwise be less than £20, the Contract price will be £20 plus VAT and delivery charges.
8.4 In the case of pricing errors in our current main catalogue or on our Website, we will use our reasonable endeavours to notify you of the mistake within 48 hours of your order being placed and will give you the option to cancel if you to do wish to proceed at the higher price.
9.1 Subject to condition 9.3 we will issue an invoice following each delivery in respect of the Products comprised within that delivery and payment of the price for the Products will be due in the currency invoiced on the last working day of the month following the month in which the Products were delivered or deemed to be delivered. Time for payment shall be of the essence.
9.2 If you fail to pay any sum due to us pursuant to the Contract, you shall be liable to pay interest to us on such sum from the due date for payment at the annual rate of 8% above the base lending rate of the Bank of England from time to time, accruing daily and compounding monthly, until payment is received in full, whether before or after any judgment. We also reserve the right to claim compensation under the Late Payment of Commercial Debt Regulations 2002 in connection with each unpaid invoice.
9.3 We will usually grant the facility of a credit account, subject to status, but remain entitled to refuse, withdraw or reduce any such facility where we in our absolute discretion consider fit without giving any reason. If you do not hold or have exceeded/will exceed the amount of your credit account, we will require payment in full before shipment and we will submit our invoice immediately after the Contract is made.
10.1 Where we are not the manufacturer of the Products to be supplied, we shall use our reasonable endeavours to transfer to you the benefit of any warranty or guarantee given to us by our supplier.
10.2 When supplying Products manufactured by us, we warrant that (subject to the other provisions of these Terms) on delivery, the Products shall:
10.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
10.2.2 be reasonably fit for any particular purpose for which the Products are being supplied if you have made known that purpose to us in writing and we have confirmed in writing that the Products to be supplied are reasonably fit for that purpose.
10.3 We shall not be liable for a breach of any of the warranties in condition 10.2 unless:
10.3.1 you give us notice of the defect within 48 hours and if this notice is by telephone, confirm this in writing within
7 days, in each case of delivery being effected; and
10.3.2 you return the Products to us for examination within 14 days. Products purchased in store must be returned to the particular store at which they were purchased. In all other cases please contact our Customer Services Department before returning the Products to our address in Harlow. If we accept that the Products are not in compliance with the Contract, we will refund the cost of returning them to us. In the case of large orders, we may agree to inspect at the delivery point.
10.4 Save in relation to death, personal injury or damage to tangible property caused by defects in Products supplied by us, our sole liability (howsoever arising, even where caused by our negligence) for breach of any of our warranties set out in condition 10.2 shall be to replace the defective products. In the event that we do not deliver further Products which are compliant with these Terms within 30 days of accepting returned Products, your sole remedy shall be to terminate the Contract.
11. Right to Return Products
11.1 Subject to condition 11.3, if you return Products to us (whether comprising the whole or part of any delivery) within
14 calendar days (commencing on the day after delivery), we will provide you with a full refund less the costs of carriage. Products purchased in store must be returned to the particular store at which they were purchased. In all other cases please contact our Customer Services Department before returning the Products to our address in Harlow. You will be responsible for the costs of returning the Products to us, which must be returned in a new, undamaged and saleable condition in the original packaging. Where monies are owed to us in connection with different Products, we will provide you with a credit against the outstanding invoice in lieu of processing a refund. At your option, we will be happy to exchange goods rather than provide a refund or credit note in relation to the purchase price.
11.2 We may at our discretion accept returns of Products supplied in accordance with the Contract outside of the
14-day period specified in condition 11.1, but a deduction from any refund, credit or exchange value in the sum of
at least 15% will be made (subject to a minimum charge of £5.00 plus VAT).
11.3 The right to return in accordance with clause 11.1 does not apply to all of our Products. Products which are not covered are clearly identified in our current main catalogue and on our Website.
11.4 Where Products are returned in accordance with this condition 11, any previously agreed discount applying to the whole of your order will no longer apply. Any such discount will be deducted from your refund and any balance will be invoiced to you for immediate settlement.
12. LIMITATION OF LIABILITY
12.1 Without prejudice to the limitations and exclusions of liability set out elsewhere in these Terms, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
12.1.1 any breach of these Terms;
12.1.2 any use made or resale by you of any Products, or of any product incorporating any of the Products; and
12.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection
with the Contract.
12.2 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.
12.3 Nothing in these Terms excludes or limits our liability:
12.3.1 for death or personal injury caused by our negligence; or
12.3.2 for fraud or fraudulent misrepresentation;
or in connection with any other liability in relation to which it is unlawful to restrict or exclude liability.
12.4 Subject to condition 12.3 and 12.5:
12.4.1 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 100% of the Contract price; and
12.4.2 we shall not be liable to you for loss of profit, loss of business, or depletion of goodwill 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.
12.5 Our maximum aggregate liability in contract, tort (including negligence or breach of statutory duty) or otherwise in connection with any loss of or damage to tangible property caused by a defect in a Product supplied by us will be limited to £500,000 in connection with all claims arising from the same or substantially the same events.
PLEASE NOTE THAT ADDITIONAL LIMITATIONS OF LIABILITY ARE SET OUT ELSEWHERE IN THESE TERMS
13.1 Each of our rights and remedies under the Contract is without prejudice to any other right or remedy whether under the Contract or under the general law.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal 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.
13.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.4 All notices required to be given to us under any term of the Contract may be served by post to our trading address stated above or by email to: firstname.lastname@example.org
13.5 Before placing any order with us, please ensure that you have acquainted yourself with the latest version of our terms and conditions available in our current main catalogue or from our Website
13.6 Notice is hereby given and you accept that all copyright, database right and other intellectual property rights in our current main catalogue and on our Website are proprietary to us or our licensors. All rights are reserved.
13.7 All contracts are governed by English law and the courts of England and Wales shall have exclusive jurisdiction in relation to all matters arising from or in connection with the supply of Products by us (save that this shall not prevent us from issuing proceedings in the courts of any jurisdiction).
13.8 All limitations on our liability in these Terms shall survive the termination of the Contract.
14. WEE Regulations
Where you require the collection of a defunct electrical item in accordance with the Waste Electrical and Electronic Equipment Regulations 2006 SI 3289, we will accept it back and pay for its treatment and environmentally sound disposal under the following circumstances:-
14.1 When a new electrical item of a similar type is being purchased, providing that we are the Producer of the new item.
14.2 When the defunct electrical item was purchased after 12th August 2005 and we were the Producer, whether a replacement is being purchased or not.
And in all circumstances you shall pay the charge stipulated by us for the collection of the item
at the rate applicable at the time.
14.3 Where the provisions of this condition 14 do not apply, the Company’s Customer Service Department will
endeavour to put you in touch with the Producer so they can make the necessary arrangements.