Morelli Group Terms & Conditions
Standard Terms and Conditions for Supply of Goods of Morelli Group Limited
IMPORTANT INFORMATION
These terms may have changed since you last purchased from us. Please review them before you place your order.
Where to find information about us and our products
You can find everything you need to know about us, Morelli Group Limited, and our products on our website at www.morelli.co.uk, on our portal, in our catalogue or from our sales staff before you order. We also confirm the key information to you in writing after you order by email.
We don't give business customers all the same rights as consumers
For example, business customers can't cancel their orders, they have different rights where there is a problem with a product, and we don't compensate them in the same way for losses caused by us or our products. Where a term in these Terms and Conditions applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
1. Definitions
In this document the following terms shall have the following meanings: “Contract” means the agreement between Morelli and the Customer for the supply and purchase of Goods in accordance with these Terms and Conditions; “Customer” or “you” means any person who purchases Goods from Morelli; “Goods” means all products and goods supplied by Morelli; “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trademarks, 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; “Morelli” means Morelli Group Limited a company incorporated in England and Wales with company number 02711932 whose registered office is at Unit 2, Baird Road, Enfield Middx EN1 1SJ; “Morelli Materials” means all information, software, materials, and data being the property of Morelli; “Order” means the Customer’s offer to purchase Goods from Morelli in accordance with these Terms and Conditions; “Product Guidelines” means in relation to any Goods (i) all product and other information, guidelines, instructions and recommendations provided with the Goods, and (ii) all information, guidelines, instructions and recommendations provided by, or available upon enquiry from, the manufacturers or suppliers of any such Goods or from Morelli, and (iii) the use, suitability, safety and technical standards generally applicable in the Customer’s trading sector to goods of the nature of the Goods 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.; “Terms and Conditions” 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;
2. General
2.1 An Order will be deemed to be an offer to purchase Goods from Morelli on these Terms and Conditions to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing save to the extent agreed otherwise in writing by a director of Morelli.
2.2 Orders are not binding until accepted by Morelli in writing, at which point and on which date a contract shall come into existence. Morelli reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.
2.3 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 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 the subject of a quotation, it will need to place an Order and such Order will only become binding as set out in clause 2.2 above.
2.4 Marketing and other descriptive matter relating to Goods are illustrative only, and do not form part of the Contract. A product’s true colour may not match that shown on your device or in our marketing or its packaging may be slightly different. 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.
2.5 These Terms and Conditions apply to and form part of the Contract for the supply of the Goods by Morelli to the Customer. They supersede any previously issued terms and conditions of supply or purchase.
2.6 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.
2.7 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.
2.8 Nothing in these Terms and Conditions shall affect the Customer’s statutory rights as a Consumer.
2.9 Calls to and from Morelli Group branches may be recorded for training and quality purposes.
3. Availability
3.1 Acceptance and completion of an Order are subject to and conditional on such materials (including supplies from suppliers) being available. Where materials are out of stock we will cancel or reject your Order.
4. Price and Payment
4.1 The price for the Goods is as specified on our website where you order online, or as set out 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. VAT will be charged by Morelli and paid by the Customer at the then applicable rate.
4.2 Payment of the price shall be in the manner and on the date specified in the Order. Where you have ordered through our website, we will charge you when we accept your Order.
4.3 Any credit terms extended to you or agreed with you may be revoked at any time in our absolute discretion.
4.3 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 from time to time plus 5%. The interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay any such interest together with any overdue amount.
5. Delivery
5.1 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.
5.2 If delivery of your Goods will be delayed, we will contact you as soon as possible to let you know and do what we can to reduce the delay. 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. In certain circumstances where the delay is likely to be substantial you may be entitled to terminate the Contract and receive a refund for any Goods you have paid for but not received. Please contact our Customer Service Team 0333 222 9943 | hello@morelli.co.uk if you want to discuss terminating the Contract because you have not received the Goods you ordered.
5.3 All risk in the Goods shall pass to the Customer upon delivery.
6. Title
6.1 Title in the Goods including any Goods supplied as imprest stock shall not pass to the Customer until the earlier of:
(i) Morelli has been paid in full (in cash or cleared funds) for the Goods; and
(ii) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.3.
6.2 Until title to the Goods has passed to the Customer, the Customer shall:
(i) store the Goods in satisfactory condition in accordance with the provisions of clause 7.6, rotate the Goods in accordance with good stock practice and keep them insured against all risks for their full price from the date of delivery;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) notify Morelli immediately if it becomes subject to an insolvency event including administration, provisional liquidation, voluntary winding up or by order of the court, if it suspends or ceases or threatens to cease part of its business or its financial position deteriorates so that it is in jeopardy;
(iv) give Morelli such information as Morelli may reasonably require from time to time relating to the Goods and/or the ongoing financial position of the Customer.
6.3 Subject to clause 6.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Morelli receives payment for the Goods. However, if the Customer resells the Goods before that time:
(i) it does so as principal and not as Morelli’s agent; and
(ii) title to the Goods shall pass from Morelli to the Customer immediately before the time at which resale by the Customer occurs.
6.4 At any time before title to the Goods passes to the Customer, Morelli may:
(i) by notice in writing, terminate the Customer’s right under clause 6.3 to resell the Goods or use them in the ordinary course of its business; and
(ii) require the Customer to deliver up all the Goods in its possession that have not been resold or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Customer’s Obligations
To enable Morelli to perform its obligations the Customer shall:
7.1 co-operate with Morelli;
7.2 provide Morelli with any information reasonably required by Morelli;
7.3 obtain all necessary permissions, licences and consents which may be required before delivery of the Goods, the cost of which shall be the sole responsibility of the Customer; and
7.4 comply with such other requirements as may be otherwise agreed between the parties.
7.5 ensure the account is paid on time and any disputes over invoicing are promptly communicated in writing to Morelli within 5 days of the invoice date.
7.6 to keep all 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.
8. Consumers Right to Cancel
8.1 If you are a consumer and you have bought the Goods online, by mail order or over the telephone, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, including a requirement for you to pay the costs of return. You cannot change your mind about Goods which are made to your specifications.
8.2 If you change your mind about a product, you must let us know no later than 14 days after the day we deliver your Goods. If the Goods are split into several deliveries over different days, the period runs from the day after the last delivery.
8.3 Where you have changed your mind you must return the Goods to us within 14 days of your telling us you have changed your mind. Returns are at your own cost, unless we offered free returns when you bought the goods. You can:
(i) bring the product into our store. You will need your receipt and the card you paid with.
(ii) send the product back to us. You should keep a receipt or other evidence from the delivery service that proves you have sent the product and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won't refund you the price. For help with returns, see our Returns Process or contact our Customer Service Team 0333 222 9943 | hello@morelli.co.uk.
8.4 Where you have changed your mind and return Goods to us, we only refund standard delivery costs. We don't refund any extra you have paid for express delivery or delivery at a particular time.
8.5 We will reduce your refund if you have used or damaged a product. If you handle the product in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the product's condition is not "as new", price tags have been removed, the product-branded packaging is damaged, or accessories are missing. In some cases, because of the way you have treated the product, no refund may be due. If you bought a service, we will not refund you for the time you were receiving it before you told us that you had changed your mind.
8.6 We will refund you within 14 days of receiving the Goods back from you (or receiving evidence you've sent them to us). We refund you by the method you used for payment. We don't charge a fee for the refund.
9. Customer Cancellations, Returns and Refunds
9.1 Customers 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. Special orders and orders which are personalised (including paints mixed to order) may only be returned where expressly stated at the time of placement of the order and where return is permitted it will be subject to a handling charge of a minimum of 15% of the invoice value.
9.2 If the Customer fails to cancel the order within the time specified in Clause 9.1 any deposit paid may not be returnable and any costs incurred by Morelli will be payable by the Customer.
9.3 Save as otherwise set out in these Terms and Conditions or as provided by law, all refunds and returns are subject to a maximum time limit of 90 days from date of delivery.
10. Faulty and Damaged Products
10.1 Customers shall inspect Goods for damage or non-conformity as soon as possible after delivery and notify Morelli of any damage or non-conformity with the order within 3 working days of delivery providing full details of the nature of the alleged defect or non-conformity with the order. If Morelli accepts that the Goods are defective or do not confirm to the order having regard to these Terms and Conditions Morelli may at its option replace the Goods or such parts thereof as may be deemed defective or non-conforming.
10.2 Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our website or in our materials and that meet all the requirements imposed by law. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk.
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Summary of your key legal rights During the expected lifespan of your Goods your legal rights entitle you to the following: Up to 30 days: if your goods are faulty, then you can get a refund. Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases. Up to six years: if your goods do not last a reasonable length of time, you may be entitled to some money back.
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10.3 Your rights if you are a business. We warrant that on delivery any products which are goods shall:
(i) conform in all material respects with their description and any relevant specification;
(ii) be free from material defects in design, material and workmanship;
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(iv) be fit for any purpose held out by us.
10.4 Your remedies if you are a business. Unless an exception applies (see Exceptions to business customers' warranty at clause 10.5) if:
(i) you give us notice in writing within a reasonable time of discovery that a product does not comply with the business customer warranty (see Your rights if you are a consumer);
(ii) we are given a reasonable opportunity of examining such product; and
(iii) you return such product to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full and this will be your only remedy for breach of the warranty. These terms shall apply to any repaired or replacement products supplied by us.
10.5 Exceptions to business customers' warranty. We will not be liable for a product's failure to comply with the business customer warranty (see Your rights if you are a business) if:
(i) you make any further use of such product after telling us it is non-compliant;
(ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(iii) the defect arises because we followed any drawing, design or specification supplied by you;
(iv) you alter or repair the product without our written consent; or
(v) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
11. Liability
11.1 Our liability if you are a consumer. We are responsible for losses you suffer caused by us breaking this Contract unless the loss is:
(i) Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it (so, in the law, the loss was unforeseeable).
(ii) Caused by a delaying event outside our control.
(iii) Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
(iv) A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Your rights if you are a business.
11.2 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, or (iii) for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or (iv) defective products under the Consumer Protection Act 1987, or (v) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.3 If you are a businesss, then except in respect of the losses set out in clause 11.2 above being the losses we never limit or exclude:
(i) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any special, indirect or consequential loss arising under or in connection with any contract between us; and
(ii) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £1,000,000.
11.4 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 by any agreed completion date.
11.5 Morelli will not be liable for any delay in 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.
11.6 Morelli does not warrant or represent to the Customer that any Goods that are purchased by the Customer are necessary or appropriate for the use and purposes for which such Goods 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 purchased from Morelli are necessary and appropriate for any such intended use and purpose.
11.7 The Customer acknowledges that in selecting any Goods for purchase it does so solely in reliance on its own experience of the performance and attributes of goods of the nature of such Goods 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.
11.8 The Customer agrees, and warrants and represents to Morelli, that the Customer will use and apply the Goods strictly in accordance with the Product Guidelines and, subject always to clauses 11.1 and 11.2 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 11.8.
11.9 The Customer will test all Goods to verify the attributes and performance of the Goods before general use of such Goods and will immediately cease use of the Goods if such attributes or performance cause any hazard to persons or property or are not in accordance with the expectations of the Customer.
11.10 The Customer acknowledges and agrees that it is in the nature of the Goods of the kind supplied by Morelli that batch variations in colour, performance and other product attributes will from time to time occur in Goods of the same description and specification. The Customer accepts the risk of such variations and Morelli excludes liability thereof.
11.11 Except to the extent expressly stated in clause 10.3, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
12. Intellectual Property Rights
12.1 Nothing in the Contract will affect the rights (including Intellectual Property Rights) in any Morelli Materials which are and shall remain vested in Morelli.
12.2 To the extent that Morelli Materials are used or incorporated into the Goods the parties acknowledge and agree that the Customer is licensed to use the same upon the terms set out below.
12.3 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:
12.3.1 will not use Morelli Materials for any other purpose;
12.3.2 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);
12.3.3 will not assign, sublicense or deal with Morelli Materials;
12.3.4 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.
12.4 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 in accordance with the Contract, infringes any third party intellectual property right, and, subject to the limitations on clause 11 above, will compensate the Customer against reasonable costs and expenses incurred by the Customer in connection with such claim.
12.5 Morelli’s obligations under this clause will not apply Goods 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.
12.6 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.
12.7 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.
We can end our contract with you for a product and claim any compensation due to us if:
13.1 you don't make any payment to us when it's due and you still don't make payment within 14 days of our reminding you that payment is due;
13.2 you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the Goods.
13.3 you don't, within a reasonable time, either allow us to deliver the product to you or collect it from us.
14. 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.
15. Data Protection
We use your personal data as set out in our privacy notice.
16. 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.
17. 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.
18. 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.
18. Third Party Rights
The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19. No Agency
The parties are independent businesses and not principal and agent, partners, or employer and employee.
20. No Set-Off for Business Customers
If you are a business customer you must pay all amounts due to us under these Terms and Conditions in full without any set-off or counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
21. Entire Agreement for Business Customers
If you are a business customer these Terms and Conditions constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and Conditions and that you have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
22. Governing Law
These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a consumer, we can claim against you in the courts of the country you live in. If you are a business, you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.