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Terms & Conditions Of Sale

  1. Definitions

    1. In this document the following words shall have the following meanings:
      1. "Seller" means Moguland Limited, 39A Broughton Street, Manchester, M8 8LZ, United Kingdom;
      2. "Website" means moguland.com;
      3. "Buyer" means the organisation who buys Goods from the Seller either in store or on the Website;
      4. "Goods" means the articles to be supplied to the Buyer by the Seller.
  2. General

    1. The Seller and the Website operate under trade only (business to business, including sole traders and local authorities) terms and conditions. The Seller follows strict verification process to ensure the Buyer is a business before proceed to sale. By purchasing and agreeing to this terms and conditions, the Buyer confirms that the Buyer is a business and the Goods will be for business use only. The Buyer acknowledges that the Distance Selling Regulations (DSRs) do not apply in this contract.
    2. These Terms and Conditions shall apply to sales of Goods, including both online and offline sales, by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
    3. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
  3. Description

    1. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
  4. Sample

    1. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
  5. Specification

    1. If the Seller prepares the goods in accordance with the Buyer’s specifications or instructions, or using the Buyer’s materials:
      1. The Buyer must ensure that the specifications or instructions are accurate and that the Buyer’s materials are of good quality;
      2. The Buyer must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which the Buyer intend to use them; and
      3. The Buyer must ensure that the Seller’s use of the Buyer’s specifications, instructions or materials will not result in the infringement of any intellectual property rights of any other person.
      4. If the Buyer has any intellectual property rights over the goods, the Buyer agrees that the Buyer will not enforce those rights in respect of goods the Buyer order from the Seller (even if the order is cancelled).
      5. The Seller reserves the right to make any changes in the specifications of the Seller’s goods which are necessary to ensure they conform to any applicable safety or other statutory requirements.
      6. The Seller also reserves the right to make without notice any minor modifications in the Seller’s specifications the Seller think necessary or desirable.
  6. Prices

    1. The price of the Goods shall be the Seller's quoted price.
    2. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
    3. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Seller, which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instruction by the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
  7. Payment

    1. If Goods are ordered through the Website, the Buyer shall make payment to the Seller using the payment method provided on the Website.
    2. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
    3. Where credit is offered, payment of the price and VAT and any other applicable costs shall be due within 14 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered, payment will be required before release of goods by the Seller.
    4. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
      1. require payment in advance of delivery in relation to any Goods not previously delivered;
      2. refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
      3. charge the Buyer interest on the amount unpaid, from the date when payment becomes overdue, from day to day until the payment is made in full, at a rate of 2 per cent per annum above the base rate of the Hong Kong & Shanghai Banking Corporation Bank (HSBC).
  8. Delivery

    1. The Seller shall not be obliged to make delivery until full payment has been made in respect of any outstanding accounts on any other contracts between the parties hereto.
    2. Delivery of the Goods shall be made to the Buyer by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Each delivery shall be deemed to be a separate transaction.
    3. Time is not the essence of contract and any time or date specified by the Seller as time at which or date on which the Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
    4. The Buyer shall supply the Seller with such details as are necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery.
    5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions, the Seller reserves the right to:
      1. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
      2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
    6. The Seller's liability, if any, in respect of failure to deliver the Goods in time or at all shall not in any event exceed the amount of any fall in the value of the Goods between the date when it should have been delivered and the dates on which it was in fact delivered or when the contract was terminated, as the case may be. In no circumstances (and whether or not involving negligence) shall the Seller be liable for any loss of profit or third party claims or consequential or other loss of whatever nature arising from such failure.
    7. Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund.
  9. Risk and Property

    1. Risk of damage to or loss of the Goods shall pass to the Buyer:
      1. In the case of Goods to be delivered to the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
      2. In the case of the Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
    2. Notwithstanding delivery of, and the passing of risk in, the Goods or any other provision of these terms and conditions, the property in, and legal title to, the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (including any interest thereon due under clause 7.2.3 hereof) and of all or any other moneys owing to the Seller by the Buyer under all contracts between the Seller and the Buyer together with any Value Added Tax payable by the Buyer in respect of any such payment.
    3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Sellers fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time, the Buyer shall be entitled (subject to 9.4 and 9.5 below) to resell or use the Goods in the ordinary course of business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
    4. The Seller may at any time revoke the Buyers power of sale by notice to the Buyer.
    5. The Buyer's power of sale shall automatically cease if a receiver is appointed over any of the assets or undertakings of the Buyer or if a winding up order is made against the Buyer or if the Buyer goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of creditors or makes any arrangement or composition with creditors or shall commit any act of bankruptcy or allows execution to be levied against its goods.
    6. Upon determination of the Buyer's power of sale, the Buyer shall place the Goods at the disposal of the Seller, who shall be entitled, using such force as is necessary, to enter any premises of the Buyer at any time, for the purpose of removing the Goods.
    7. In the event of the Seller repossessing the Goods, the Buyer shall be liable to pay the difference between the price of the Goods and their value on repossession and in the event of the Seller being entitled to repossess the Goods but being unable to do so for any reason whatsoever the Buyer shall pay to the Seller the full price thereof.
  10. Return of goods

    1. The conditions for return of goods are set out in the separate Return Policy. This return policy should form part of the contract between the Seller and the Buyer. By agreeing with this terms and conditions, the Buyer also agrees to the Return Policy.
  11. Refusal of transaction

    1. The Seller reserves the right to withdraw any Goods (both in store and on the Website) at any time and/or edit any materials or content on the Website. The Seller may refuse to process a transaction for any reason or refuse service to anyone at any time at the Seller’s sole discretion. The Seller will not be liable to the Buyer or any third party by reason of the Seller’s withdrawing any Goods whether or not that Goods has been sold; removing or editing any materials or content on the Website; refusing to process a transaction or unwinding or suspending any transaction after processing has begun.
    2. To be eligible to purchase Goods on the Website and lawfully enter into and form contracts on this Website under English law, the Buyer must:
      1. Register by providing real name, Business name, phone number, postal/delivery address, e-mail address, payment details and other requested information.
      2. Possess a valid credit or debit card issued by a bank acceptable to the Seller
      3. By making an offer to buy a Goods, the Buyer specifically authorize the Seller to transmit information (including any updated information) or to obtain information about the Buyer from third parties from time to time, including but not limited to the Buyer’s debit or credit card number or credit reports, to authenticate the Buyer’s identity, to validate the Buyer’s credit card, to obtain an initial credit card authorization and to authorize individual purchase transactions.
  12. Limitation of liability

    1. The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
    2. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.
  13. Force Majeure

    The Seller 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 Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
  14. Relationship of parties

    Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
  15. Assignment and sub-contracting

    The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
  16. Waiver

    The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
  17. Severability

    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.
  18. Governing law and jurisdiction

    This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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