Terms and Conditions
1. (a) These Terms and Conditions supersede all terms and conditions and apply to the sale and supply of goods by Mojo Wholesale Limited ("the Company") to the Customer named in the Account Application and no other terms shall apply. The Company reserves the right at its sole discretion to amend these Terms and Conditions at any time. The Customer will be provided with notice of any such amendment and any future dealings thereafter will be subject to those amended conditions. (b) For avoidance of doubt no member of staff at the Company is authorised to vary these Terms and Conditions either orally or in writing. Definitions - Account Application shall mean the existing Account Application form signed by the Customer or any such form that shall be accepted by the Company for the purpose of opening a new account. Customer shall mean any individual, firm, partnership, limited company, unincorporated association, trade association or otherwise completing the Account Application.
2. Credit Accounts. (a) Standard terms are pro-forma payment by bank transfer. (b) The Company reserves at all times the right to refuse to supply goods on credit or otherwise to any person, limited company, firm, partnership, unincorporated association or other body and shall not be required to provide any reason for the refusal to supply such goods. (c) Credit accounts will be opened, subject to such references as the Company in its absolute discretion shall require and the Company will notify the Customer of the credit terms granted to the Customer. The Company reserves the right to withdraw credit facilities at any time without giving a reason. The Company may in its absolute discretion require guarantees or other security before supplying goods or services on credit.
3. Prices. All published prices relate to collection by the customer and are ex-VAT, unless otherwise stated in writing. All prices, discounts and rates of VAT are subject to alteration without notice and in the event of such alteration the price charged will be that applicable at the date of collection. Collection and transport arrangements and associated costs are the responsibility of the customer. 4. Orders. The Company shall be free to accept or reject each order placed by the Customer. The Company will indicate its acceptance of an order either expressly or by its conduct in delivering the goods ordered.
5. Collection (a) The Customer shall arrange for the collection of the goods from the Company. All transport and administrative costs, levy, tolls, fees or congestion charges are the responsibility of the Customer. (b) Collection times, where agreed, are approximate only and there shall be no liability on the Company for demurrage. At the time of collection a copy unpriced invoice/collection note shall be signed by the Customer or by such other person appearing to have authority to sign on behalf of the Customer and the copy unpriced invoice/collection note shall be conclusive evidence of the number of cartons/outers collected.
6. Claims for shortages, damaged or incorrect goods must be notified to the Company in writing within twenty-four hours of collection.
7. Returns. No goods may be returned for credit or replacement without the prior written consent of the Company.
8. Reservation of Title. (a) Notwithstanding collection, the property in the goods shall not pass to the Customer until the Customer has paid in full the price of the goods. For avoidance of doubt the price shall include the amount of interest or other sum payable under this and all other contracts between the Company and the Customer under which the goods were collected. (b) Furthermore the property in the goods shall not pass to the Customer unless and until the full price of any other collected goods the subject of any other business transaction between the Customer and the Company has been paid. Such price and the price of the goods shall hereinafter together be called "the value" and shall where the context so permits include in addition thereto any costs of repossession incurred pursuant to paragraph (iv) of clause (c) hereof. (c) Until the value has been received by the Company, the Customer will hold the goods as bailee on behalf of the Company and the Customer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the goods between the Customer and the Company. Subject thereto:
(i) The Customer will store the goods on its premises separately from its own goods or those of any other person in such a way that can be readily identified as the goods of the Company.
(ii) Until payment as aforesaid, the Customer will take all necessary measures for the protection of the goods, including the insurance thereof, against all usual risks for the full replacement value of the goods and will procure that the interest of the Company is noted upon any policy of insurance effected pursuant hereto.
(iii) In the event of the sale of the goods by the Customer he shall hold the proceeds of sale in trust for the Company. The Company may trace all proceeds of sale of the goods received by the Customer through any bank or other account maintained by the Customer.
(iv) The Company may at any time if payment is overdue in whole or in part without prejudice to any other right pursuant to or consequent upon this agreement, for the purpose of recovery of the goods, enter upon any premises where the goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Customer.
(v) It is declared for the avoidance of doubt without prejudice to the generality of the foregoing that the Company may recover the Goods and payment shall become due if:-
(1)The Customer does or fails to do anything which would entitle an Administrator, or an Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Customer, and/or
(2)The Customer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof, and/or:
(3)The Customer if any individual has a Bankruptcy Order made against it or enters into any arrangement for the benefit of his creditors generally.
(d) Each of the preceding Clauses and sub-paragraphs shall be construed and shall take effect separately and in the event of one or more such Clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining Clauses or sub-paragraphs.
9. Payment. The Customer shall make payment to the Company in accordance with the credit terms granted in default of which: (a) All discounts on overdue invoices shall be disallowed. (b) The price of all goods supplied by the Company to the Customer and all distribution and administration costs incurred shall become immediately due and payable. (c) Interest shall be payable on all accounts due and unpaid (from the date when payment is due until payment is received in full) at the current rate of statutory interest as prescribed pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or any order made thereunder or statutory modification enactment thereof. (d) The Company may make an Administration Charge each time a Direct Debit is unpaid by the Customer’s bank or a cheque is dishonoured. The Administration Charge is £30.00 and may be increased from time to time at the Company’s sole discretion.
10. The Customer will notify the Company in writing of any change of its status as disclosed in the Account Application, for example the addition or retirement of a partner, a change of name or marital status, the incorporation of a limited company, or any other change as may limit or modify the liability or the capacity of the Customer named on the Account Application to enter into a contract with the company for the supply of goods and services: in default of which the Customer completing the Account Application shall remain liable to the company for the price of all goods (including VAT ) supplied.
13. The Company supplies products on which bar codes may be printed, but will not be liable for any loss, damage or expense that may be incurred by reason of any absence or inaccuracy in such bar codes or as a result of their incorrect use.
14. Applicable Law. These terms shall be construed in accordance with English Law and the Court of England and Wales shall have sole jurisdiction on all matters pertaining thereto.
Data Protection Act 1998
1. We will use the personal data we receive in connection with you to create or update records held by us.
2. We will make enquiries at any time in relation to you with credit reference agencies, which will keep a record of our enquiry whether or not credit is granted. Where credit is granted, we may also disclose details about your account with Mojo Wholesale Ltd and your conduct of the account to such agency or to other agencies or to debt collection agencies. This information may be searched by credit grantors and used and given out in assessing applications for future credit facilities and for debt collection, fraud prevention and other purposes.
3. In paragraphs 1 to 2 above, references to “you” shall be deemed to include (but without limitation) your officers, employees, contractors and agents in relation to which we receive personal data arising out of or in connection with your dealings with us.