Terms for Business Customers
Memorandum Ltd TERMS OF BUSINESS FOR THE PURCHASE OF PRODUCTS BY BUSINESS CUSTOMERS PLEASE READ THE FOLLOWING TERMS AND CONDITIONS, THEY FORM A CONTRACT WHICH IS LEGALLY BINDING ON YOU, YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 10
1.1 Welcome to our website (www.memorandum.co.uk) (the “Website“ or the “site”)
1.3 These Terms tell you the terms and conditions on which we supply any of the products (“Products”) listed on our website to you. The following terms and conditions apply when you order Products from our site. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
1.4 If you find yourself unable to agree to these Terms and Conditions please do not use our ordering service and we ask that you do not proceed to purchase any Products listed on the site.
1.5 You will be required to confirm that you accept these terms and conditions when you order any Products from our site. Please click on the button marked "I Accept the terms & conditions" box at the point of registration if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site
1.6 You have indicated that you are a Business Customer. These terms are not designed to apply to consumers if you are a consumer or a Personal Customer please go back and check the appropriate box as different terms will apply to you.
2. INFORMATION ABOUT US AND OFFICE POWER LIMTED
2.1 www.memorandum.co.uk is a site operated by Memorandum Ltd, 4 High Street, Berkeley, Gloucestershire, GL13 9BJ – Company No. 03342150 (“we”) with certain services provided by Office Power Limited who are registered in England and Wales under company number 08068760 and with a registered office at Dome House, 48 Artillery Lane, London, E1 7LS ("Office Power"). Office Power's main trading address is the same as their registered office address.
When you order products through Memorandum Ltd you may be invoiced for those products by Office Power and asked to make payment to Office Power. It will be clear from the invoice that the order relates to www.memorandum.co.uk.
When placing orders through www.memorandum.co.uk you acknowledge and agree that, at our discretion, the contract for the supply of goods or services ordered may be with Office Power, though you will remain on our database as our customer. Your contract, whether with us or with Office Power, will be formed on the terms of these Terms of Business (where reference to "we" or "us" will refer to Office Power if you are invoiced by Office Power).
Office Power's VAT number is 100 1166 92.
3. SERVICE AVAILABILITY
Our site is only intended for use by people who require delivery on the UK Mainland, Northern Ireland and the Isle of Wight. We do not accept orders for delivery outside those locations. Unfortunately that means we cannot accept orders for delivery to the Scottish Islands, the Isle of Man, the Channel Islands or the Scilly Isles.
4. YOUR STATUS
By placing an order through our site, you warrant that:
4.1 You are legally capable of entering into binding contracts and
4.2 You are at least 18 years old.
5. HOW THE CONTRACT IS FORMED
5.1 After placing an order via the Website, you will receive an e-mail from us acknowledging that we have received your order. This acknowledgement is for your convenience only and this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail confirmation of our acceptance of your order (the “Order Acceptance”). The contract between us or between you and Office Power (see 2.1 above) (“Contract”) will only be formed when we send you the Order Acceptance, whether or not you receive such email.
5.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Order Acceptance. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Order Acceptance.
6. AVAILABILITY AND DELIVERY
6.1 Your order will be fulfilled by the delivery date set out in the Order Acceptance or, if no delivery date is specified, then within a reasonable time of the date of the Order Acceptance, unless there are exceptional circumstances.
6.2 We only deliver to the UK Mainland, Northern Ireland and the Isle of Wight. Unfortunately we cannot deliver to the Scottish Islands, the Isle of Man, the Channel Islands or the Isles of Scilly.
6.3 We do not deliver to PO Box addresses.
6.4 When Products are in stock, if you place an order before 5.00pm on a working day we will aim to deliver your order on the following working day. Furniture and safes are usually subject to different delivery periods and we aim to deliver within 28 working days of you placing your order.
6.5 We may substitute Products within your order with equivalent Products (for example a red stapler in place of a blue stapler). If you do not want to accept the substituted product please return them to us in accordance with condition 9.1.
6.6 If we cannot deliver your order within the period specified in your Order Acceptance then we will contact you and you may choose to cancel your order and we will provide you, in those circumstances with a full refund.
6.7 We will always need a signature on delivery of all Products.
6.8 As a general rule delivery is free for orders over £30 (excluding VAT) and for orders under £30 (excluding VAT) our delivery charge is £3.99.
6.9 In some circumstances (for example because the delivery address is particularly remote, where the Product ordered is a safe or furniture and access is difficult) a higher delivery charge may be applicable. We will inform you of the delivery charges at the time of your order or email you asking you to confirm whether or not you want to proceed with an order if higher delivery charges are to apply.
6.10 Please note that if you have ordered a safe or furniture or other large or heavy items that our couriers are only insured to deliver to the ground floor of buildings. If you are ordering this type of Product we will ask you questions regarding access, however, it is your responsibility to ensure that there is sufficient access (for example door widths) to enable delivery of the Product.
7. RISK AND TITLE
7.1 The Products will be at your risk from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of:-
7.2.1 such Products (including delivery charges) and
7.2.2 all other sums which are or which become due to us from you for sales of Products (including delivery charges) through our Website.
7.3 Until title to Products has passed to you, you shall:
7.3.1 hold such Products on a fiduciary basis as our bailee
7.3.2 store such Products separately from all other goods held by you so that they remain readily identifiable as our property
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to such Products.
7.4 If before title to Products passes to you:-
7.4.1 you fail to pay any amount due to us for Products on the due date for payment or
7.4.2 you suspend, or threaten to suspend, payment of your debts or you are or are deemed to be, insolvent, bankrupt, unable to pay your debts as they fall due for payment, or you admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1996, or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you enter into any composition or arrangement with your creditors generally or
7.4.3 an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for your winding-up, administration or dissolution or
7.4.4 any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, you or any part of your business or assets
then without limiting any other right or remedy that we may have, we may at any time require you to deliver up such Products and, if you fail to do so promptly, we may enter any of your premises where the relevant Products are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
8.2 The prices on site clearly indicate whether they are VAT inclusive or exclusive and exclude delivery costs, which will be added to the total amount due if applicable.
8.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Acceptance.
8.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
8.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an Order Acceptance, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.
8.6 Payment for all Products must be by credit or debit card or Paypal unless you have a credit facility with us. We accept payment with Mastercard, Maestro, Visa, Visa Electron, Amex and Solo.
8.7 If you have completed a credit application form and we have granted a credit facility to you then payment for all Products must be received by us 30 days from the month end VAT invoice date which we will send to you by email.
8.8 If you fail to make payment when it is due then we may withdraw your credit facility and interest shall accrue and be payable (both before and after judgment) on the amount unpaid at the rate provided in the Late Payment of Commercial Debts (Interest) Act 1998.
8.9 The “RRP’s” used on the site represent the manufacturer’s suggested selling price and is not indicative of the prevailing selling prices at any given time or in any given area.
9. OUR REFUNDS AND RETURNS POLICY
9.1 You may choose to return a Product for any reason provided that: -
9.1.1 you notify us by email of your desire to return the Product within 14 days of receipt and
9.1.2 the Product is in resalable condition - it needs to still be in its original unopened packaging unmarked.
9.2 If the terms of condition 9.1 apply then we will contact you with a returns number and we will arrange for collection at our cost. Once the Products are back at our warehouse and we have had an opportunity to inspect them to check that they are in resalable conditions we will then process the refund if you paid for the goods using Paypal or a debit/credit card or a credit note if you have a credit account with us. The refund/credit will be in respect of the price of the Product, including any delivery charges if applicable, this will be as soon as possible and in any case within 14 days of us receiving the Product in our warehouse
9.3 Unless the Products are defective or not as described (in which case see condition 9.4), you are not entitled to return a Product outside the 14-day period. However, although we are under no obligation to accept a return after expiry of the 14-day period, we may do so at our sole discretion, provided that you may not receive a full credit in respect of the price you paid for the Products and your refund may be by way of a credit note. Unless the Products are defective or not as described, no returns will be accepted under any circumstances after the expiry of 28 days following delivery of the Products to you.
9.4 If you wish to return a Product because it is defective or not as described, you must contact us within three working days of receipt or, if a defect is not immediately apparent, within a reasonable time of discovering the defect. What is considered a reasonable time will depend on the nature of the Product and the nature of the defect and you are strongly advised to inspect all Products immediately on receipt. Provided you notify us in accordance with the above timescales, we will contact you with a returns number and arrange for collection at our cost. Once we have received the Products back to our warehouse, we will inspect them and notify you of the outcome of our inspection via email within a reasonable time. If the Products are found to be defective or not as described, we will refund the price of the Products together with any applicable VAT and delivery charges. We will process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund.
9.5 If you consider there to be a shortage in your order you must contact us within three working days of delivery, failing which you will be deemed to have received the Products in the quantities ordered and shall not be entitled to cancel the order. You are therefore strongly advised to inspect all Products immediately on receipt. Provided you notify us of the shortage within the required timescale, we will contact you with a returns number and arrange for collection at our cost. We will process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund. Products returned by you under this condition 9.5 will be refunded in full together with any applicable VAT and delivery charges.
9.6 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
10. OUR LIABILITY
10.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
10.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased.
10.3 This does not include or limit in any way our liability:
10.3.1 For death or personal injury caused by our negligence
10.3.2 Under section 2(3) of the Consumer Protection Act 1987
10.3.3 For fraud or fraudulent misrepresentation or
10.3.4 For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
10.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
10.4.1 loss of income or revenue
10.4.2 loss of business
10.4.3 loss of profits or contracts
10.4.4 loss of anticipated savings
10.4.5 loss of data, or
10.4.6 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise provided that this condition 10.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 10.1 or 10.2 or any other claims for direct financial loss that are not excluded by any of categories in condition 10.4.
11. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
Save as set out in these terms, all notices given by you to us must be given to Memorandum Ltd at 4 High Street, Berkeley, Gloucestershire, GL13 9BJ.. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13. TRANSFER OF RIGHTS AND OBLIGATIONS
13.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract, including by way of assignment or novation to Office Power Limited.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).
14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
14.2.1 Strikes, lock-outs or other industrial action.
14.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist
attack, war (whether declared or not) or threat or preparation for war.
14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
14.2.5 Impossibility of the use of public or private telecommunications networks.
14.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
14.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
15.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
15.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
15.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with condition 12.
If any of these Terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17. ENTIRE AGREEMENT
17.1 These Terms and Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
17.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
17.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
18. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
18.1 We have the right to revise and amend these terms and conditions from time to time.
18.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Acceptance (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
19. LAW AND JURISDICTION
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.