Effective Date: 22 April 2025
These Business Terms and Conditions (“Business Terms”) apply to the supply of products (“Goods”) by Moody’s Emporium (“we”, “us”, “our”) to trade customers, including companies, partnerships, government and educational establishments (“you”, “your”). By placing a business order, you confirm that you are purchasing wholly or mainly for use in trade or in the course of your business and agree to be bound by these Business Terms, which supersede any terms you seek to impose.
1 Definitions • “Contract” – the agreement between us and you for the sale and purchase of Goods in accordance with these Business Terms. • “Incoterms” – Incoterms® 2020 rules published by the International Chamber of Commerce, where referenced. • “Force Majeure Event” – see clause 14.
2 Orders & Formation of Contract 2.1 All quotations are invitations to treat and may be withdrawn or revised at any time before we accept your Purchase Order (“PO”). 2.2 Your PO constitutes an offer to purchase the Goods. The Contract is formed when we issue a written acceptance, dispatch confirmation or invoice – whichever occurs first. 2.3 Descriptions, samples, drawings or advertising issued by us are provided to give an approximate idea only and do not form part of the Contract.
3 Pricing & Payment 3.1 Prices are exclusive of VAT, duties, carriage and insurance unless expressly stated otherwise. 3.2 We reserve the right to amend prices at any time before dispatch to reflect changes in supplier costs, exchange rates, taxes or typographical errors. 3.3 Payment is due strictly 30 days from the invoice date unless otherwise agreed in writing. We may require payment in advance or limit/withdraw credit at our sole discretion. 3.4 Late payments will accrue interest at 8% p.a. above the Bank of England base rate plus statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998. 3.5 You may not withhold payment by way of set‑off or counter‑claim without our prior written consent.
4 Delivery & Risk 4.1 Delivery dates are estimates only. Time is not of the essence. We are not liable for delay or failure caused by a Force Majeure Event. 4.2 Unless otherwise agreed in writing, delivery is Ex Works (EXW – our UK warehouse). Risk passes to you on collection by your carrier or completion of delivery under any other agreed Incoterm. 4.3 You must inspect Goods on receipt and notify us in writing of shortages or damage within 48 hours. Failure to do so shall be deemed acceptance that Goods are in conformity with the Contract.
5 Title 5.1 Title passes only when we receive full, cleared payment of all sums due under this and any other contract between us. 5.2 Until title passes you shall: (a) store Goods separately and identify them as our property; (b) maintain them in satisfactory condition and insure them for their full value; (c) allow us (or our agents) access during business hours to verify compliance or repossess Goods in the event of default.
6 Returns & Warranty 6.1 Unless otherwise agreed, non‑faulty Goods correctly supplied may not be returned. 6.2 Goods are warranted to conform in all material respects with their specification for 12 months from the invoice date (“Warranty Period”). 6.3 Our obligation under the warranty is, at our option, to repair, replace or credit defective Goods returned to us within the Warranty Period. Replacement Goods are warranted for the unexpired portion of the original Warranty Period. 6.4 The warranty excludes defects arising from fair wear and tear, misuse, neglect, unauthorised modification, improper storage or installation, or use outside their intended purpose. 6.5 Except as set out in this clause, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted.
7 Limitation of Liability 7.1 Nothing in these Business Terms limits liability for death or personal injury caused by negligence, fraud or any liability that cannot by law be limited. 7.2 Subject to 7.1, our total liability in contract, tort (including negligence), breach of statutory duty or otherwise, arising in connection with the Contract shall be limited to the price paid for the Goods. 7.3 We shall not be liable for loss of profit, loss of business, depletion of goodwill or any indirect or consequential loss.
8 Product Compliance & Use 8.1 You are responsible for ensuring Goods are fit for your intended purpose and comply with all applicable laws and regulations in your jurisdiction. 8.2 Where Goods are exported, you are responsible for obtaining any export licences and paying duties, taxes and customs charges.
9 Intellectual Property All trademarks, copyrights and other intellectual‑property rights in the Goods and materials remain our (or the manufacturer’s) property. No licence to use such rights is granted except as necessary to use the Goods.
10 Confidentiality Both parties shall keep confidential all commercial or technical information obtained under the Contract and not disclose it to any third party without prior written consent, except as required by law.
11 Termination 11.1 We may terminate the Contract with immediate effect by written notice if: (a) you commit a material breach and fail to remedy it within 14 days of notice; (b) payment is overdue by more than 14 days; (c) you become insolvent, enter liquidation, administration or any analogous process. 11.2 Upon termination, all sums owed become immediately due and payable, and our retention‑of‑title rights survive.
12 Compliance With Laws You shall comply with all applicable anti‑bribery, anti‑slavery, sanctions and data‑protection laws when conducting business with us.
13 Assignment You may not assign or transfer any rights or obligations under the Contract without our prior written consent. We may assign or subcontract performance without notice.
14 Force Majeure Neither party shall be liable for delay or failure in performing its obligations (except payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, war, terrorism, strikes, embargoes, government action, or failure of suppliers or carriers. The affected party shall notify the other promptly and use reasonable endeavours to mitigate the effect. If the event continues for more than 60 days, either party may terminate the Contract on written notice.
15 Governing Law & Jurisdiction The Contract and any dispute or claim (including non‑contractual disputes) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
16 Entire Agreement & Variation These Business Terms (and any documents expressly referred to) constitute the entire agreement between the parties and supersede all prior understandings. No variation shall be effective unless in writing and signed by authorised representatives of both parties.
17 Notices Any notice given under these Business Terms shall be in writing and delivered by hand, pre‑paid first‑class post or email. Notices are deemed received: if delivered by hand, on signature; if by post, at 9 a.m. on the second business day after posting; if by email, at 9 a.m. on the next business day after transmission.
Moody’s Emporium Office 12478, 182‑184 High Street North, East Ham, London E6 2JA accounts@moodysemporium.co.uk
