FOR MORGAN FURNITURE INT LTD
DELIVERY AND INSURANCE
1. a. Morgan Furniture Ltd shall not be responsible or liable in
any way to the Purchaser for delays or defaults in delivery of the
order or any part of the order nor for any consequential losses
arising from said delays or defaults.
b. All goods should be checked on arrival. No goods returnable
after 14 days. Claims for shortages or damage must be lodged within
48 hours and supported in writing quoting packing slip and/or
invoice number. Goods damaged in transit are the sole
responsibility of the carrier and claims of this nature should be
forwarded directly to them.
No goods accepted for return without prior written consent.
c. INSURANCE. Our liability for goods ends when they leave our
warehouse. It is wise to have adequate coverage for goods in
2. The purchaser is to pay the prices and charges in accordance
with the terms and conditions of sale.
PAYMENT TERMS. Our terms are strictly net, due for payment by the
20th of the month following purchase. If an account is in arrears
we reserve the right to withhold delivery of goods until account is
current and charge the purchaser an amount equal to 2% per month on
the amount unpaid from the due date for payment until the date of
Collection costs will be incurred if the debt is placed with a
RETENTION OF TITLE CLAUSE
3. a. Notwithstanding the subsequent provisions of this clause,
risk in the goods shall pass to the Purchaser when such goods are
delivered by Morgan Furniture Limited to the Purchaser or the
Purchaser's agent or into the custody of a third party on the
b. Ownership (both legal and equitable) in all goods supplied to
the Purchaser shall be retained by Morgan Furniture Limited until
payment in full is made for the goods and for all other goods
supplied by Morgan Furniture Limited to the Purchaser.
c. Until such payment is made in full for all goods supplied by
Morgan Furniture Limited to the Purchaser, the Purchaser shall hold
the goods as Morgan Furniture Limited's fiduciary agent and bailee
and shall store the goods in such a way that they are clearly
identified as the property of Morgan Furniture Limited and shall
properly store, protect and insure the goods.
d. The Purchaser hereby irrevocably gives Morgan Furniture
Limited, its agents and servants, the free and uninterrupted right
to enter any premises occupied by the Purchaser during normal
business hours, to search for, inspect and remove any of the goods
supplied in which Morgan Furniture Limited has retained ownership
pursuant to this clause if:
(i) the Purchaser is in default of payment in
respect of the goods or;
(ii) if it does any act or omits to do any act
which would entitle or cause a Receiver to be appointed or;
(iii) which would entitle any person to present
a petition to wind up the Purchaser or if the Purchaser goes into
voluntary winding up.
Morgan Furniture Limited shall not be held liable for any damage
caused in respect of entering the Purchaser's premises and
e. If the Purchaser produces other goods using the goods supplied
by Morgan Furniture Limited and goods owned by any other person
including the Purchaser, Morgan Furniture Limited reserves an
undivided interest in the legal title to the other goods being in
proportion to the total cost of the goods attributable to the cost
of the goods supplied by Morgan Furniture Limited.
f. Morgan Furniture Limited permits the Purchaser to sell goods
supplied to it by Morgan Furniture Limited in the normal course of
carrying on its business, though the Purchaser will only do so as a
fiduciary agent of Morgan Furniture Limited, and the proceeds of
any on-sale shall be the property of Morgan Furniture Limited. The
Purchaser is to ensure that such proceeds are at all times held in
a separate fund in trust absolutely for Morgan Furniture Limited.
If the goods, the subject of this contract, have become the
constituent of, mixed with or attached to any other goods, meaning
goods other than those sold by Morgan Furniture Limited, and those
goods sold by the Purchaser prior to Morgan Furniture Limited
receiving payment, then a portion of the proceeds of that sale,
attributable to Morgan Furniture Limited's goods, shall be the
property of Morgan Furniture Limited and the Purchaser will ensure
that such proceeds are at all times held in a separate fund in
trust for Morgan Furniture Limited.
g. Morgan Furniture Limited shall at any time have the power to
appropriate payments to such goods and accounts as it thinks fit,
notwithstanding any purported appropriation by the Purchaser to the
h. If one or more of the provisions or part of any provision in
this clause creates or is held to create a charge, it shall not
affect the enforceability of the other provisions or other part of
any provision in this clause, and shall be severed from this clause
so that the remaining provisions or other part of any provision of
this clause shall remain enforceable to the fullest extent
permitted by law.
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