MoreTea - Standard Wholesale T&Cs

 2. Ordering

2.1 Orders may be placed via our website, by email or WhatsApp. For enquiries, please contact +852 9172 1737 or email info@moretea.hk

2.2 All orders with Moretea (“Order”) shall be confirmed in writing in the form of a binding Quote, to be agreed between Moretea and the Customer.

 3. Deliver

3.1 All delivery times provided by Moretea are indicative estimates only and are not terms of the Order. For the avoidance of doubt, time for delivery of the Goods shall not be of the essence.

3.2 If delivery of the Goods cannot take place within a reasonable time of the estimate provided by Moretea, the Customer shall first request Moretea to provide a revised estimate of the time for delivery of the Goods.

3.3 If any revised time estimate as provided for above is unacceptable to the Customer, the Customer may request (by written notice to Moretea) to cancel the Order. If the request to cancel is accepted by Moretea, the Customer shall have no claim against Moretea for damages for any delay.

3.4 If the Customer accepts delivery of the Goods after the estimated delivery time, it shall be on the basis that the Customer has no claim against Moretea for any delay.

3.5 Moretea may deliver the Goods under any order in instalments. Each instalment will be treated by Moretea as a separate contract.

4. Delivery & Risk

4.1 Delivery shall take place on an ex works basis.

4.2 The Goods are at the Customer’s risk from the time of delivery.

4.3 The Customer shall inspect the Goods on delivery. If the Goods are significantly damaged or missing, the Customer shall inform Moretea within 3 working days of delivery. The Customer shall also give Moretea and any carrier a reasonable amount of time to inspect the Goods in question.

4.4 Except for cases of delay and material defects (as described in sections 3 and 4) the Customer shall take delivery of all Goods they have contracted to purchase and Moretea has delivered. Failure to take delivery, save for the circumstances outlined in sections 3 and 4, shall constitute a repudiatory breach of contract and entitle Moretea to terminate the Order and claim damages. 

 5. Title

5.1 All Branded Goods (as defined below) sold by Moretea to the Customer are done so on a wholesale basis. Namely, the Branded Goods are supplied to the Customer on the understanding that they will be then sold on to retail consumers. Moretea's Branded Goods are not supplied as white-labelled goods and no relabeling or suggestion of the Branded Goods as belonging to a different brand or entity is permitted under any circumstances without the express written consent of Moretea. In particular, no repackaging or wholesale sub-selling of Branded Goods as non-Moretea products is permitted without the express written consent of Moretea.

5.2 “Branded Goods” are all those Goods supplied to the Customer to which Moretea’s branding, iconography, copyright and/or trademarks, or other intellectual property is applied. Branded Goods do not include wholesale looseleaf tea (unless otherwise provided for) or Goods designated by Moretea as being sold on a white-label basis.

5.3 The repackaging, re-selling, or sub-selling of Branded Goods shall constitute a repudiatory breach of contract and entitle Moretea to claim damages against the Customer. On breach, the Customer shall be liable to pay Moretea as damages double Moretea’s retail value of each offending unit of Branded Goods.

5.4 The Customer shall not act as Moretea’s agent and shall not have authority to contract on Moretea’s behalf or in Moretea’s name.

5.5 Title to the Goods shall only pass upon full payment of the price of the Order in accordance with the terms stated herein. Until the Customer discharges all of its debts to Moretea in respect to any Goods yet to be paid for, said Goods shall remain Moretea’s property and the Customer shall store them so that they are clearly identifiable as Moretea’s property.

5.6 The Customer may consume and/or use those Goods in the ordinary course of its business, unless Moretea revokes that right (by informing the Customer in writing) or if the Customer becomes insolvent.

5.7 The Customer shall inform Moretea immediately if the Customer becomes insolvent.

5.8 If the Customer’s right to use and sell the Goods ends, the Customer shall allow Moretea to remove the Goods.

5.9 The Customer irrevocably grants Moretea permission to enter any premises where the Goods are stored, at any time, to inspect them and, after its right to use and sell them has ended, to remove them using all reasonable means necessary.

5.10 If the Customer does not pay Moretea by the date of payment stated in the Order’s invoice, Moretea shall retain title to the Goods, and Moretea shall have the right to take legal proceedings to recover the price of Goods supplied or recover possession of the Goods by any reasonable means necessary.

6. Payment Terms

6.1 Payment of the price of the Order becomes due and payable upon issuance of an invoice (“Invoice”) by Moretea.

6.2 The Invoice shall specify the date by which payment of the price shall be made (“Due Date”).

6.3 Customers placing Orders over HK$10,000 are requested to pay a non-refundable deposit to Moretea, as stated on the relevant Quote, before work on the Order is commenced. The deposit shall be a figure set by Moretea, commensurate with the size of the order and the work and skill involved, to secure performance of the contract.

6.4 If an account holding Customer fails to pay Moretea in full for any order by the Due Date (“Default”), Moretea shall have the right to suspend or cancel future deliveries; to extend the Due Date on a discretionary basis; or to suspend or cancel any of the Customer's outstanding orders.

6.5 The Customer shall not have a right of set-off for claims from Moretea against any amount the Customer owes Moretea.

6.6 Moretea has absolute discretion to set off any amount due to Moretea from the Customer against any amount the Customer owes Moretea.

7. Warranties

7.1Moretea warrants that the Goods shall comply with their description on the delivery note and shall be free from material defect at the time of delivery (provided the Customer complies with clause 4.3).

7.2 Moretea gives no other warranty, express or implied, with respect to the Goods.

7.3 Moretea shall not be liable for any other loss or damage arising from the contract or supply of Goods or their use, howsoever caused.

7.4 Nothing in these terms of business shall restrict or limit Moretea’s statutory liability for death or personal injury resulting from negligence.

8. Return of Goods

 8.1 Moretea may accept return of Goods from the Customer in its sole and absolute discretion. For the avoidance of doubt, Moretea will generally not accept return of goods that are free from material defects. 

9. Cancellation

 9.1 Customers may cancel an Order by sending written notice to Moretea no less than 3 days prior to the agreed-upon date for delivery. Orders cancelled with less than 3 days’ notice will be subject to a cancellation charge payable to Moretea. The amount of the cancellation charge shall be determined by Moretea in its sole discretion by reference to its costs incurred in performing the Order.

9.2 Cancellation of the Order shall not entitle the Customer to return of its deposit, which is non-refundable.

9.3 Moretea may suspend or cancel the Order by written notice if the Customer fails to pay Moretea for any monies when due (under the Order or otherwise) or if the Customer becomes insolvent or fails to honour the Customer’s obligations under these terms and conditions.

10. Waiver

10.1 Any waiver or variation of these terms is binding only if made in writing or signed on behalf of each party and expressly stating an intention to vary these terms.

10.2 All Orders that the Customer place with Moretea shall be on these Terms (until Moretea subsequently issue and notify the Customer of replacement terms).

11. Force Majeure 

11.1 If Moretea is unable to perform Moretea’s obligations to the Customer (or able to perform them but only at unreasonable cost) because of circumstances beyond Moretea’s control, Moretea may cancel or suspend any of Moretea’s obligations to the Customer without incurring liability.

11.2 Examples of such circumstances include, but are not limited to, acts of God, terrorism, protests or military action, accidents, public health emergencies, explosions, fires, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies as a result of the foregoing or otherwise.

12. Intellectual Property Rights

12.1 All intellectual property rights created by Moretea in the course of its business shall belong to Moretea and the Customer shall not obtain any rights therein.

13. Stock

13.1 Should Moretea not have enough stock to fulfil the Customer entire Order, Moretea will advise the Customer when stock will be available and ship the outstanding part of the Customer’s order free of charge. The Customer will be invoiced for the outstanding part of the Order only once Moretea has dispatched the Customer's order.

14. Confidentiality 

14.1 In this clause, the confidential information (“Confidential Information”) means all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of Moretea or its associated companies and/or its or their Customers and/or suppliers, and these Terms;

14.2 The Customer shall keep secret and confidential all confidential information and shall not (and shall procure that’s its employees, servants, agents and/or officers shall not) copy, use or disclose any such confidential information to any third party, other than as may be necessary to comply with its obligations and these Terms.

14.3 The obligation of confidence shall not apply where the confidential information is required to be disclosed by operation of law; is or becomes generally available to the public through no act or default of the recipient; or is disclosed on a confidential basis for the purposes of obtaining legal advice.

14.4 This clause shall continue in force notwithstanding the expiry or termination of these Terms whatever the reason for such termination.

15. General

15.1 These terms are governed by the laws of Hong Kong, and Moretea and the Customer irrevocably submit to exclusive jurisdiction of the Hong Kong courts in respect of any dispute.

15.2 If the Customers are more than one legal person, each of the Customers has joint and several obligations under these terms.

15.3 If any of these terms are unenforceable and/or void as drafted, it shall not affect the enforceability and/or validity of any other of these terms, which will continue to survive, and be severed from, any unenforceable or void terms.

15.4 Moretea may treat the Customer as insolvent if the Customer is unable to pay its debts as they fall due or the Customer (or any item of the Customer’ property) becomes the subject of a formal insolvency procedure or its equivalent.

15.5 All brochures, catalogues and other promotional materials are to be treated as for illustrative purposes only. Their contents do not constitute any representations on behalf of Moretea form no part of any contract between Moretea and the Customer, and the Customer should not rely on them on entering into any contract with Moretea.

15.6 These Terms represent the entire agreement between Moretea and the Customer, and supersedes any representations, agreements and negotiations, whether oral or in writing other than an express agreement in writing by both parties agreeing to vary the same. 

15.7 Any notice by either of Moretea or the Customer which is to be served under these Terms may be served by leaving it at, or by delivering it to (by first class post or by fax) the other’s principal place of business. All such notices must be signed. 

15.8 These Terms shall not create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623)) by any person other than Moretea or the Customer.

15.9 Nothing in these Terms affects or limits Moretea’s statutory liability for fraudulent misrepresentation.

15.10 The Customer indemnifies Moretea in full and hold Moretea harmless from all expenses and liabilities Moretea may incur (directly or indirectly and including legal costs on a full indemnity basis) following any breach by the Customer of its obligations under these Terms.

15.11 In carrying out their obligations under this contract, the parties will act in accordance with good faith and fair dealing. The provisions of this contract, as well as any statements made by the parties in connection this contract, shall be interpreted in good faith.