Terms and conditions
In these conditions, unless the context requires otherwise:
1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller;
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions or other agreement agreed in writing by the Seller;
1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered;
1.4 'Goods' means the articles which the Buyer agrees to buy from the Seller;
1.5 'Price' means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.6 'Seller' means MOONCUP LIMITED whose registered office is at The Old Casino, 28 Fourth Avenue, Hove, East Sussex BN3 2PJ (company registration number 4419569)
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Parties.
3 Price and payment
3.1 The Price shall be the Seller's quoted price. The Price is inclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Price shall be due with order unless otherwise specified in writing. The Seller shall not be obliged to sell or dispatch any Goods to the Buyer in the absence of payment
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Cooperative Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.4 The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller's possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller under this or any other contract.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller's quotation.
4.2 All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods.
4.3 No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.
4.4 The Seller reserves the right to vary at its absolute discretion, the materials to be used in the manufacture of the Goods the subject of the Order and replace them with other materials of at least equal quality.
5 Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law
6 Delivery of the Goods
Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract unless such return is agreed with the Seller in accordance with any returns policy it may have in force from time to time
8 Title and risk
8.1 Title shall pass on delivery of the Goods unless the Buyer has not paid for them. In that event title shall remain with the Seller until the Seller receives payment in full, including any interest which may be payable to the Seller.
8.2 Risk shall pass on delivery of the Goods.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
9.4 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
10 Rights of Third Parties
The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.
All headings are for ease of reference only and shall not affect the construction of this contract.
Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
The Seller may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyer's consent.
11.5 The Seller may cancel this contract at any time before the Goods are despatched by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation
11.6 Samples of Goods are submitted as indicative of the quality of Goods to be supplied, without any guarantee or representation on the part of the Company as to the exact dimension, colour or physical characteristics.
11.7 Mooncup Ltd cannot be held responsible for claims about or descriptions of the goods made by third parties on websites, electronic, printed or other media. If unsure please refer to our company website mooncup.co.uk or mcuk.com prior to purchase.
12 Force Majeure
12.1 Save for the Buyer's obligation of payment under clause 3 neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party ('Force Majeure Event').
12.2 Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.
13 Proper law of contract
English law shall apply to any contract within which these terms and conditions are incorporated and the parties agree to submit to the exclusive jurisdiction of the English courts.