- All prices quoted by Moretea Limited (Moretea) exclude delivery charges unless otherwise stated.
- Unless otherwise stated, the price quoted by Moretea shall be by way of illustrative purposes only and the price charged shall be the current price at the time of delivery.
- Should Moretea increase its prices, Customers will be notified and sent an updated price list.
- At any time before delivery, Moretea may adjust the price to reflect any increase in its costs of supplying the goods which arise in the course of delivery to the Customer (the Goods). If the price increases materially between receipt of the Customer’s order and dispatch of the Goods, the Customer may then request Moretea to cancel the order, solely in respect of those Goods in the order which have increased materially in price. Moretea shall have the right to cancel the order following such request, as Moretea in its sole and absolute discretion sees fit.
- Orders may be placed via our website, email or WhatsApp. For enquiries, please contact +852 9172 1737 or email firstname.lastname@example.org.
- All delivery times suggested are indicative estimates only. For avoidance of doubt, delivery time shall not be of the essence.
- If delivery does not occur within a reasonable time of the estimate, and the Customer has notified Moretea of the delay, the Customer may request (by written notice to Moretea) to cancel the contract. If the request to cancel is accepted by Moretea, the Customer shall have no claim against Moretea under that contract.
- 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 the delay.
- Moretea may deliver the Goods under any order in instalments. Each instalment will be treated by Moretea as a separate contract.
D. Delivery & Risk
- Delivery shall take place on an ex works basis.
- The Goods are at the Customer’s risk from the time of delivery.
- The Customer shall inspect the goods on delivery. If goods are 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.
- Except for cases of delay and defects (as described in sections C and D) 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 C and D, shall constitute a repudiatory breach of contract and entitle Moretea to terminate and claim damages.
- All products provided by Moretea to the Customer are done so on a wholesale basis. Namely, the products are supplied to the Customer on the understanding that they will be then sold on to retail consumers. Moretea's products are not supplied as white labelled goods and no relabelling or suggestion of the products 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 as a non-Moretea product is permitted without the express written consent of Moretea.
- 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.
- Until the Customer discharges all of its debts to Moretea in respect to any Goods, all Goods remain Moretea’s property; the Customer shall store them so they are clearly identifiable as Moretea’s property; the Customer shall insure them, or ensure that they are covered by the Customer’ s existing insurance policy (against the risks for which a prudent owner would insure them, and hold the policy on trust for Moretea).
- The Customer may use those Goods and sell them in the ordinary course of its business, unless Moretea revokes that right (by informing the Customer in writing) or if the Customer becomes insolvent.
- The Customer shall inform Moretea immediately if the Customer becomes insolvent.
- If the Customer’ right to use and sell the Goods ends, the Customer shall allow Moretea to remove the Goods.
- 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.
- If the Customer does not pay Moretea by the date of payment under the invoice (Due Date) 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 the Goods by any reasonable means necessary.
F. Payment Terms
- Moretea warrants that the Goods comply with their description on the delivery note and are free from material defect at the time of delivery (provided the Customer complies with Delivery & Risk clause 3 of section D (Delivery and Risk)).
- Moretea gives no other warranty, and excludes any other warranty term or condition to terminate the Customer’ outstanding liabilities.
- Moretea shall not be liable for any other loss or damage arising from the contract or supply of Goods or their use, howsoever caused.
- Nothing in these terms of business shall restrict or limit Moretea’s statutory liability for death or personal injury resulting from negligence.
H. Return of Goods
- 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.
- Orders must be cancelled no less than 48 hours before the delivery date else a standard cancellation rate will be charged.
- If the order is cancelled for any reason the Customer shall pay Moretea for stock which Moretea was committed to pay in respect of the order.
- Moretea may suspend or cancel the order by written notice if the Customer fails to pay Moretea for any moneys 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 (these Terms).
- The Customer may not cancel the order unless Moretea agrees in writing, in which case these Terms shall apply.
J. Waiver and Cancellations
- 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.
- All orders that the Customer place with Moretea shall be on these Terms (until Moretea subsequently issue and notify the Customer of replacement terms).
K. Force Majeure
1. If Moretea is unable to perform Moretea’s obligations to the Customer (or able to perform them 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.
2. Examples of such circumstances include, but are not limited to, acts of God, terrorist, protest or military action, accident, public health emergency, explosion, fire, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies as a result of the foregoing or otherwise.
L. Intellectual Property Rights
- 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.
- Should Moretea not have enough stock to fulfil the Customer entire order we will advise the Customer when stock will be due back in 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 have dispatched the Customer's order.
N. Branding & Collateral
- Under no circumstances should Moretea’s branding be copied or Moretea’s collateral be changed without prior written authorisation from a director of Moretea.
- 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;
- 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.
- 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.
- This clause shall continue in force notwithstanding the expiry or termination of these Terms whatever the reason for such termination.
- 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.
- If the Customers are more than one legal person, each of the Customers has joint and several obligations under these Terms.
- If any of these Terms are unenforceable as drafted, it shall not affect the enforceability of any other of these Terms and it would be enforceable if amended, it would be treated as so amended.
- 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.
- All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents 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.
- 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.
- 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.
- 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.
- Nothing in these Terms affects or limits Moretea’s statutory liability for fraudulent misrepresentation.
- 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.
- 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.