Terms of Service
OVERVIEW
This website is operated by Morii Designs. Throughout the site, the terms “we”, “us” and “our” refer to Morii Designs. Morii Designs offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
Pictures and images on our website are for illustration purposes only. For an accurate description of any product and details of what is included with the product, please read the product description.
We will do our best to check our website for viruses but we do not warrant that the website is free of viruses or other malicious content.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Unless otherwise stated all prices shown at Morii are inclusive of VAT and other applicable taxes. The product prices shown do not include the delivery fee, which will be added to your total order price.
*Not all promotions that are offered by Morii will be available in-store, and vice versa. We reserve the right to adjust prices, products and special offers at our discretion. Prices for our products are subject to change without notice.
We reserve the right to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We will not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service and for any losses you sustain as a result of updating or modifying our website.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any colour will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. For more detail, please review our Privacy Policy.
SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Morii, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Morii and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United Kingdom.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - TRADE ACCOUNT TERMS
1. The Sale
1.1 Subject to the provisions of Condition 1.2, all contracts made between Morii Designs Ltd (“the Seller”) and any person, firm or company (“the Buyer”) who purchase any goods from the Seller (“the Goods”) for the sale and purchase of Goods shall be on these conditions 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, specification or other documents) and no terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or any other document shall form part of the contract save as is expressly agreed by the Buyer in accordance with Condition 1.2. 1.2 No variation to these conditions shall be binding or have an effect on the Buyer and the Seller unless expressly agreed in writing by both an authorised representative of the Buyer and an authorised representative of the Seller.
1.3 The Seller’s employees and agents are not authorised to agree to any variations to these conditions nor are they authorised to make any representations concerning the Goods unless otherwise confirmed in either case by the Seller in writing. In entering into a contract with the Seller the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or purportedly made or given on behalf of the Seller save as set out in these conditions and to the extent that this is not the case the Buyer waives any claim that it might otherwise have in relation thereto. Provided however that nothing in this condition shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
1.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Buyer’s own risk. Accordingly, the Seller shall not be liable for any such advice or recommendation that might be given and the Buyer waives any claim that it might otherwise have in relation thereto.
1.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2 Orders and Specifications
2.1 Each order for Goods made by the Buyer and each acceptance by the Buyer of a quotation for Goods from the Seller shall be deemed to be an offer by the Buyer to buy the Goods subject to these conditions.
2.2 No order placed by the Buyer shall be deemed to be accepted by the Seller unless and until a written acknowledgement of the order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
2.3 All quotations given by the Seller are on the basis that they remain valid for 30 days, unless withdrawn in writing prior to the end of the 30 day period, and are on the basis that no contract shall come into existence between the Seller and the Buyer for the Goods until the Seller issues a written acknowledgement of the order or (if earlier) the Seller delivers the Goods to the Buyer.
2.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
2.5 The Buyer shall be responsible to the Seller for ensuring the accuracy of any order (including application specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform its obligations under the contract in accordance with its terms.
2.6 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation or acknowledgement of order and in the event of a discrepancy between the two the Seller’s acknowledgement of order will be decisive.
2.7 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify and keep the Seller indemnified against all losses (including losses arising from the disruption of the business and/or loss of profits of the Seller) judgments, damages, interest, penalties, fines, liabilities, obligations, demands, claims, charges, costs and expenses which the Seller now or hereafter is liable for, pays, incurs, suffers or sustains (including without limitation the costs of investigating or defending any prosecution or claim imposed on, incurred by or asserted against the Seller under or in connection with any claim for infringement of any patent, copyright, design right, trademark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the specification provided to it by the Buyer. Accordingly, any such loss shall be and will remain the sole liability of the Buyer.
2.8 The Seller reserves the right to make any changes to the specification of the Goods which are required so that they conform with any applicable safety or other statutory requirements even where the Goods are to be supplied to the Buyer’s specification.
3. Price of the Goods
3.1 Unless otherwise agreed by the Seller in writing and subject to Condition 3.2, the price of the Goods shall be the price set out by the Seller in its quotation or, where no price has been quoted (or where a quoted price is no longer valid), the price set out in the Seller’s published price list on the date of delivery or deemed delivery of the Goods in accordance with Condition 5. All prices quoted by the Seller remain valid for 30 days from the date on which the quote is provided as set out in Condition 2.3.
3.2 The Seller reserves the right to and the Buyer agrees that the Seller may, give notice in writing to the Buyer at any time before delivery of the Goods increasing the price of the Goods to reflect either: an increase in cost to the Seller of producing the Goods which is due to any factor beyond the control of the Seller (such as but not limited to, any foreign exchange fluctuation, currently regulation, alteration of duty,); or a change made by the Buyer to the delivery date or to the quantity or specification of the Goods; or any delay caused by any instructions of the Buyer; or any failure of the Buyer to give the Seller adequate information or instructions.
3.3 Except as otherwise agreed in writing between the Buyer and the Seller the price quoted for the Goods shall be exclusive of all costs or charges in relation to packaging, loading, unloading, carriage and insurance all of which the Buyer shall be additionally liable to pay to the Seller when it is due to pay for the Goods.
3.4 All prices quoted for the Goods by the Seller are exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller when it is due to pay for the Goods.
4. Terms of Payment
4.1 Unless otherwise agreed in writing by the Seller and the Buyer, the Seller shall be entitled to invoice the Buyer for the Goods on or at any time after the Goods have been delivered or deemed to be delivered in accordance with Condition 5.
4.2 The price for the Goods is payable, in pounds sterling or in such other currency as the Seller may require, by the Buyer. The time of payment of the price shall be of the essence. No payment shall be deemed to have been received until the Seller has received cleared funds.
4.3 All sums payable to the Seller pursuant to these conditions shall become immediately due and payable in the event of any termination of the contract between the Buyer and the Seller regardless of any other provision.
4.4 The Buyer shall make all payments which are due to the Seller in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.5 If the Buyer fails to make any payment due to the Seller pursuant to these conditions on the due date then, without prejudice to any other right or remedy available to the Seller, the Buyer shall be liable to pay interest to the Seller on such sum from the due date until payment is made in full (whether before or after judgment) at the rate of 3% above the base lending rate of the Bank of England from time to time. Such interest shall accrue on a daily basis.
4.6 Once an order is confirmed and deposit is paid the funds are then non-refundable.
5. Delivery
5.1 Subject to Conditions 5.2 and 5.6, delivery of the Goods shall be made by the Buyer collecting or arranging to have collected the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
5.2 Subject to Condition 5.7 and notwithstanding the provisions of Condition 5.1, if the Buyer and the Seller have agreed that delivery shall take place in some other manner, delivery shall be made by the Seller delivering or arranging to have delivered the Goods in that agreed manner.
5.3 Any dates agreed by the Seller and the Buyer for delivery of the Goods in accordance with Conditions 5.1 or 5.2 or otherwise are approximate only and save as otherwise stated in these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which shall include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence and the Buyer may not make it so by notice to the Seller or otherwise.
5.4 In the event that the Seller is prevented from or delayed in meeting its obligations to the Buyer due to circumstances beyond the Seller’s reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes affecting either the Seller or one of its suppliers the Seller shall be entitled to defer the date of delivery or cancel the contract with the Buyer or reduce the number of Goods which it is required to supply to the Buyer.
5.5 The Seller shall be entitled to deliver the Goods to the Buyer by separate instalments and each instalment may be invoiced and paid for separately in accordance with these conditions. Where the Goods are delivered in instalments, each instalment shall constitute a separate contract and no cancellation, termination or failure to perform a contract relating to a particular instalment shall entitle the Buyer to repudiate or cancel all or any of the other instalments.
5.6 If for any reason the Buyer fails to collect the Goods from the Seller after the Seller has notified the Buyer that they are ready for collection in accordance with Condition 5.1:
5.6.1 the Goods shall nevertheless be deemed to have been delivered; and
5.6.2 the Seller shall thereafter be entitled to store the Goods as it sees fit until such time as they are delivered or collected and the Buyer shall be liable to the Seller for all related costs and expenses (including for storage and insurance of the Goods).
5.7 If for any reason the Seller is unable to deliver the Goods to the Buyer in such manner as shall have been agreed pursuant to Condition 5.2 due to some fault, act or omission on the part of the Buyer:
5.7.1 the Goods shall be deemed to have been delivered on the date that had been agreed for delivery; and
5.7.2 the Seller shall thereafter be entitled to store the Goods as it sees fit until such time as they are delivered or collected and the Buyer shall be liable to the Seller for all related costs and expenses (including for storage and insurance of the Goods).
6. Non-delivery
6.1 The Seller shall not be liable either for any non-delivery of the Goods or for any Goods that are damaged in transport (even if it is as a result of the Seller’s negligence) unless a notice in writing is given by the Buyer to the Seller within 7 days of the date of delivery of the Goods or in the event of non-delivery the date when delivery should have occurred. If the Buyer fails to provide such written notice within the required timescale the Buyer shall not be entitled to bring any further claim in relation to that issue.
6.2 Any liability of the Seller for non-delivery of Goods or for the delivery of damaged Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata contract rate against the invoice raised in respect of those Goods.
7. Risk
7.1 The Goods shall be at the risk of the Buyer from the time the Goods are delivered or deemed to be delivered in accordance with Condition 5.
8. Property
8.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
8.1.1 the Goods; and
8.1.2 all other sums which are or which become due to the Seller from the Buyer on any account.
8.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
8.2.1 hold the Goods on a fiduciary basis as the Seller's bailee;
8.2.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
8.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
8.2.4 maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request, the Buyer shall produce the policy of insurance to the Seller.
8.3 The Buyer's right to possession of the Goods shall terminate immediately if:
8.3.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
8.3.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
8.3.3 the Buyer encumbers or in any way charges any of the Goods.
8.4 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
8.5 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
8.6 Where the Seller is unable to determine whether any goods are Goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold the Goods in the order in which they were invoiced to the Buyer.
8.7 On termination of the contract between the Seller and the Buyer, howsoever caused, the Seller's (but not the Buyer's) rights contained in this Condition 8 shall remain in effect.
9. Warranties
9.1 The Seller warrants that (subject to the other provisions of these conditions and in particular Condition 9.2) on delivery the Goods provided hereunder shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2.1 The Seller expressly and to the fullest extent, possible excludes any liability for a failure of any of the Goods to meet the requirements of any British Standard, Euronorm, 150 Recommendation, or any other standard or technical specification as to the suitability for any purpose which could give rise to any legal liability. The Buyer must satisfy itself that the Goods are suitable for any product or application for which they are to be used before they are incorporated into such product or application.
9.2.2 The Seller expressly and to the fullest extent possible excludes any liability for a failure of any of the Goods to meet the requirements of any British Standard, Euronorm, 150 Recommendation, or any other standard or technical specification
9.3 The Seller shall not be liable for a breach of the warranty in Condition 9.1 unless:
9.3.1 the Buyer gives written notice of the defect to the Seller within 7 days of the date of delivery; and
9.3.2 the Seller is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost for the examination to take place there.
9.4 The Seller shall not be liable for a breach of the warranty in Condition 9.1 if:
9.4.1 the Buyer makes any further use of such Goods after giving such notice; or
9.4.2 the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.4.3 the Buyer alters or repairs such Goods without the written consent of the Seller; or
9.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions or misuse and furthermore if any of the Goods are damaged by any washing process too which the Buyer subjects them, including but not exclusively, during stone washing or bleaching.
9.5 Subject to Condition 9.3 and Condition 9.4, if any of the goods do not conform with the warranty in Condition 9.1 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro-rata rate pursuant to the contract provided that, if the Seller so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are defective to the Seller.
9.6 If the Seller complies with Condition 9.5 it shall have no further liability for a breach of the warranty in Condition 9.1 in respect of such Goods.
10. Limitation of liability
10.1 Subject to the other provisions of these conditions, the provisions of this Condition 10 set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the contract between the Seller and the Buyer.
10.2 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 this contract.
10.3 Nothing in these conditions excludes or limits the liability of the Seller:
10.3.1 for death or personal injury caused by the Seller's negligence; or
10.3.2 under section 2(3), Consumer Protection Act 1987; or
10.3.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
10.3.4 for fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3, the Seller's total 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 this contract shall be limited to the price payable by the Buyer pursuant to the contract.
11. General
11.1 The Seller may assign this contract or any part of it to any person, firm or company. However, the Buyer shall not be entitled to assign this contract or any part of it without the prior written consent of the Seller.
11.2 Each right or remedy of the Seller under this contract is without prejudice to any other right or remedy of the Seller whether under this contract or not.
11.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of this contract shall not be construed as a waiver of any of its rights under this contract.
11.4 Any waiver by the Seller of any breach of, or any default under, any provision of this contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this contract.
11.5 The parties to this contract do not intend that any term shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.6 If any provision of these conditions is held by any court, tribunal or administrative body of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable in whole or in part it shall to the extent that such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these conditions shall not be affected thereby but shall continue in full force and effect.
11.7 These conditions shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
SECTION 21 – CONTACT INFORMATION
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