Business Terms And Conditions Of Supply
Updated on 16th October 2019
1.1 Definitions. In these Conditions, the following definitions apply:
Account Manager: an employee of the Company designated to be the Customer’s primary contact.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks are open for business.
Company: Moo Print Limited registered in England and Wales with company number 05121723 and with its registered office at 20 Farringdon Road, London, EC1M 3AF, United Kingdom.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 18.9.
Contract: the contract between the Company and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer: the person or firm who purchases the Products from the Company.
Data Controller: has the meaning set out in article 4(1) of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (as amended from time to time).
Delivery Costs: the delivery costs charged by the Company to deliver the Products.
Delivery Date: the estimated date of delivery of an Order in accordance with clause 4.5.
Delivery: completion of delivery of an Order in accordance with these Conditions.
Designs: all designs including text, fonts, information, images and logos provided by the Customer to the Company.
Force Majeure Event: has the meaning given in clause 17.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, data base rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protectionwhich subsist or will subsist now or in the future in any part of the world.
Online Portal: the Company’s business-to-business online sales platform, accessible using the Customer’s unique login information.
Order Number: the reference number to be applied to an Order by the Company in accordance with clause 4.
Order: an order of Products made via the Online Portal.
Personal Data: has the meaning set out in article 4(1) of the GDPR and relates only to personal data, or any part of such personal data, processed pursuant to these Conditions.
Product Prices: the prices of the Products as attached in Schedule 1 (as amended from time to time).
Products: the products (or any part of them) set out in the Order.
Sales Tax: sales tax chargeable under the applicable laws, value added tax and any similar replacement or additional tax.
Service Fee: any service fees that may be agreed between the Company and the Customer in writing from time to time, including without limitation specific design fees or card recreation fees.
Specification: any specification for the Products, including any Designs, agreed in writing by the Customer and the Company.
Subscription: a 12 month subscription to use the Online Portal for the purchase of Products.
Subscription Fee: the amount due to be paid by the Customer for the Subscription, details of which are set out in Schedule 1.
1.2 Construction. In these Conditions, the following rules apply:
- (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- (b) A reference to a party includes its personal representatives, successors or permitted assigns.
- (c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- (e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Company issues an Order Number or (if earlier) a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained on the Company’s website or marketing materials are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
3.1 The Products are described on the Company’s website as modified by any applicable Specification. The images of the Products on the Company’s website are for illustrative purposes only.
3.2 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
4. SUPPLY OF THE PRODUCTS AND ORDERS
4.1 During the term of these Conditions, the Company shall supply and the Customer shall purchase such quantities of Products as the Customer may Order under this clause 4.
4.2 The Customer shall give the Company its order by using the Online Portal. Each Order shall specify the type and quantity of Products ordered together with any Specification.
4.3 Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of these Conditions, which the Company shall be free to accept or decline at its absolute discretion.
4.4 No Order shall be deemed to be accepted by the Company until it issues an Order Number or (if earlier) the company notifies the Customer that the Order is accepted.
4.5 The Company shall assign an Order Number to each Order it accepts and notify such Order Numbers to the Customer together with the date by which the Order is likely to be delivered (“Delivery Date”). Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
5.1 The Company shall deliver the Products to the location set out in the Order (“Delivery Location”).
5.2 The Delivery Location may consist of more than one location and the Company may deliver the Products in one Order to more than one location.
5.3 Delivery of the Order shall be completed on the Products’ arrival at the Delivery Location.
5.4 The dates quoted for Delivery are estimates and take into account the levels of service agreed by the Company’s partners and suppliers. The time of Delivery is not of the essence. The Company shall not be liable for any delay in Delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5.5 If the Customer fails to accept delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract, delivery of the Products shall be deemed to have been completed at 9.00 am on the fifth Business Day after the Delivery Date.
5.6 Without affecting the Customer’s liability to pay for the Products, if 10 Business Days after the day on which the Company
notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Products.
5.7 The Company may deliver the Products by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. QUALITY AND PACKING
6.1 The Products supplied to the Customer by the Company under these Conditions shall:
- (a) conform to the description and Specification;
- (b) be of satisfactory quality (within the meaning of the UK Sale of Goods Act 1979); and
- (c) comply with all applicable statutory and regulatory requirements.
6.2 The Company shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
6.3 The Company shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the packing, packaging, marking, storage, handling and delivery of the Products.
6.4 These Conditions shall apply to any replacement Products supplied by the Company.
7. TITLE AND RISK
The title and risk in the Products shall pass to the Customer on completion of Delivery.
8. PRODUCT PRICES AND DELIVERY COSTS
8.1 The Customer shall pay to the Company the Product Prices, Service Fees, the Delivery Costs and where applicable, the Subscription Fee, in accordance with the terms of clause 9.
8.2 The Company shall have the right to increase or decrease the Product Prices, Service Fees and/or Delivery Costs immediately at any time and without notice., Such changes will be reflected on the Company’s website.
8.3 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
- (a) an increase in Sales Tax;
- (b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
- (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
8.4 The Product Prices within the Online Portal are exclusive of amounts in respect of Sales Tax. The Customer shall pay to the Company such additional amounts in respect of Sales Tax as are chargeable on a supply of Products.
9. PAYMENT TERMS
9.1 Subject to clause 9.2, 9.3 and 9.4, the Customer hereby authorises the Company to immediately collect the Product Price, Service Fees and Delivery Costs due to the Company for each Order.
9.2 If approved by the Company in writing, and subject to a satisfactory credit check of the Customer, the Company shall, on the last working day of each month, submit to the Customer an invoice which gives details of the Orders placed during that calendar month and the amount of Product Price and Delivery Costs payable. The Customer shall pay invoices in full and in cleared funds within 30 days of receipt. Payment shall be made to the bank account nominated in writing by the Company.
9.3 If the Customer has chosen to take a Subscription, the Subscription Fee will be due in advance.
9.4 Where the Customer has been notified by the Company that the Subscription will automatically renew for subsequent 12 month periods, payment will be taken within  days of the start of each 12 month period, unless the Customer chooses to opt out of automatic renewal, in which case the Company will notify the Customer in advance that the Subscription is due to expire and the Customer will be given the opportunity to renew the Subscription.
9.5 If the Customer fails to make any payment due to the Company under these Conditions by the due date for payment, then, without limiting the Company’s remedies, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.6 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify its Account Manager in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Company shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
9.7 All payments payable to the Company by the Customer under these Conditions shall become immediately due and payable:
(a) on termination these Conditions for any reason; or
(b) if the Customer becomes subject to any of the events listed in clause 10.1(ii)(d) to clause 10.1(ii)(k) inclusive.
9.8 This clause is without prejudice to any right to claim for interest under the law or under these Conditions.
10. TERMINATION AND SUSPENSION
10.1 Without affecting any other right or remedy available to it, either party may terminate these Conditions:
i. by giving the other party 30 days’ written notice; or
ii. with immediate effect by giving written notice to the other party if:
- (a) the other party fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
- (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- (c) the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions;
- (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party;
- (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
- (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
- (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(d) to clause 10.1(j) inclusive; or
- (l) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.
10.2 Without limiting its other rights or remedies, the Company may suspend provision of the Products under these Conditions if the Customer becomes subject to any of the events listed in clause 10.1(d) to clause 10.1(k), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
10.4 Where the Customer terminates these Conditions in accordance with clause 10.1(i) prior to Delivery, the Company is under no obligation to offer a refund or to fulfil the Order (although it may do so in the Company’s sole discretion).
10.5 Where the Company terminates these Conditions in accordance with clause 10.1(i) prior to Delivery, the Company agrees to fulfil the Order provided it has received all payments due to be paid by the Customer for that Order.
10.6 Where the Customer has taken a Subscription and the Contract is terminated in accordance with this clause 10, the Company will refund to the Customer the Subscription Fees prorated from the date of termination to the date on which the Subscription would have been due for renewal.
10.7 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
10.8 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Nothing in these Conditions shall affect the ownership of either party’s Intellectual Property Rights. Except as expressly stated in these Conditions, no right, title or interest in any Intellectual Property Rights is granted to the other party.
11.2 Subject to, and in accordance with, the terms of these Conditions, the Customer hereby grants to the Company a non-exclusive licence under the Designs to the extent strictly necessary for the performance of the Company’s obligations under these Conditions.
12. ACCEPTANCE AND DEFECTIVE PRODUCTS
12.1 The Customer may reject any Products that do not comply with clause 6.1, provided that:
- (a) notice of rejection is given to the Company:
(i) in the case of a defect that is apparent on normal visual inspection, within two Business Days of Delivery;
(ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent;
- (b) none of the events listed in clause 12.3 apply.
12.2 If the Customer fails to give notice of rejection in accordance with clause 12.1, it shall be deemed to have accepted such Products.
12.3 The Company shall not be liable for Products’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
- (a) the Customer makes any further use of such Products after giving notice in accordance with clause 12.1;
- (b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
- (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- (d) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
12.4 If the Customer rejects Products under clause 12.1 then the Customer shall be entitled to:
- (a) require the Company to replace the rejected Products; or
- (b) require the Company to repay the price of the rejected Products in full.
Once the Company has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with clause 6.1.
12.5 The terms of these Conditions shall apply to any replacement Products supplied by the Company.
13.1 Each party represents, warrants and undertakes that:
- (a) it has full capacity and authority and all necessary consents to enter into and to perform these Conditions and to grant the rights and licences referred to in these Conditions and that these Conditions are executed by its duly authorised representative and represents a binding commitment on it; and
- (b) it shall comply with all applicable laws in the performance of its obligations under these Conditions.
13.2 The Customer represents, warrants and undertakes that:
- (a) it is the owner of, or has the rights to use, the Designs as contemplated by this agreement; and
- (b) the Designs do not infringe or breach the rights (including Intellectual Property Rights) of any third party.
13.3 The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including
any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with a breach by the Customer of the warranties in clause 13.
14. LIMITATION OF LIABILITY
14.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- (b) fraud or fraudulent misrepresentation;
- (c) defective products under the UK Consumer Protection Act 1987; or
- (d) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
14.2 Subject to clause 14.1:
- (a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- (b) the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid to the Company under these Conditions in the previous 12 months.
15.1 Each party undertakes that it shall not at any time during these Conditions disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, including but not limited to information relating to a party’s employees, operations, processes, plans, product information, knowhow, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s Confidential Information:
- (a) to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under these Conditions, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 15 as though they were a party to these Conditions. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Conditions are granted to the other party or to be implied from these Conditions. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
16. DATA PROTECTION
16.1 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
17. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
18.1 Assignment and other dealings. Except as expressly set out herein, the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
18.2 Subcontracting. The Company may, without notice, assign or subcontract any or all of its rights and obligations under these Conditions to a group company. To the extent the Company exercises its rights under this clause 18.2, a reference to the Company shall be deemed to include the relevant member of the Company’s group.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.3(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- (b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.5 Further assurance. At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Conditions.
18.6 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right
or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.7 Entire Agreement.
- (a) These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- (b) Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently that is not set out in these Conditions.
- (c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
18.8 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18.9 Variation. The Company reserves the right to vary these Conditions at any time. In the event of any changes the Company will provide the Customer with notice. Continued placement of Orders after any such changes shall constitute the Customer’s consent to such changes.
18.10 Counterparts. These Conditions may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18.11 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
18.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).