Terms and Conditions
MPL: means Motion Plus Ltd, Unit 5 Pineham Farm, Haversham, Milton Keynes, Buckinghamshire, MK19 7DP.
MPL website: means the MPL website at https://www.motionplus.co.uk/
Contract: means any contract between the company and the customer for the sale and purchase of goods and services as set out in these terms and conditions.
Customer: means company, firm, body or person purchasing the goods.
Goods: means all or any of the goods, materials, items, products or commodities supplied by the company.
Order: means the written, electronic mail or verbal order received by the company from the customer in respect of the goods or the services.
Price: means the price payable to the company under the contract.
Services: means work and/or services or any of them performed by the company for the customer pursuant to an order.
Returns Policy: This is the MPL returns policy available at https://www.motionplus.co.uk/pages/returns-policy
Privacy Policy: This is the MPL privacy policy available at https://www.motionplus.co.uk/pages/privacy-policy
The contract will come into being upon acceptance by the company of the order and these conditions shall apply to and be deemed to be incorporated into the contract to the exclusion of any other Terms and Conditions referred to in the order or otherwise stipulated by the customer.
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.1. All orders for products on the MPL website accepted by MPL are subject to these terms and conditions. No other terms will apply to the supply of products by MPL unless agreed in writing by an authorised representative of MPL or expressly stated otherwise in these terms and conditions.
2.2. Every effort will be made by MPL to ensure that all descriptions of the products contained on the MPL website or otherwise communicated to any purchaser of such products will be as accurate as possible. If any error has occurred MPL will notify the purchaser as soon as any error is identified.
2.3. Any information contained within the website or other communication shall not form any part of the contract between MPL and the Customer. MPL will not be liable to the Customer for any errors or omissions on the MPL website. The advertising of products on the MPL website is not an offer capable of acceptance; it merely constitutes an invitation by MPL for the Customer to make an offer to purchase products. Acceptance of the Customer's order by MPL will take place when MPL confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between MPL and the Customer.
2.4. MPL supplies both businesses and private individuals. The MPL website is intended for use by both customers. However, business customers may find it preferable to contact us prior to placing an order Notwithstanding the foregoing, nothing in these terms and conditions shall affect the mandatory rights of any MPL customer.
2.5. All Customers should pay particular attention to Clause 12, which sets out certain limitations of MPL's liability.
3.1. The prices of the products are as set out on the MPL website. MPL reserves the right to change prices without prior notice at any time. The customer is informed that prices and products in the printed hard copy catalogue are subject to change. Up-to-date information can be found on the MPL website. In the event of any conflict between prices for any products listed on the MPL website and prices listed in a physical catalogue, prices listed on the MPL website will be taken as correct.
3.2. The price of an ordered product will be as set out on the MPL website at the time of order acceptance by MPL.
3.3. All prices include VAT, which will be displayed during the checkout process and will be at the rate applicable at the date of order acceptance.
3.4. All quotations will be valid for a set period of time. After this time has elapsed, the price may be subject to revision at the date of ordering.
3.5. Quotations in a currency other than £ sterling are based on the rate of exchange at the time of quoting and unless otherwise stated the price may be subject to revision up or down of any different rate of exchange is ruling at the date of invoice.
4.1. MPL reserves the right to decline to trade with/supply any company or person. MPL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or e-mail within a reasonable period of receipt of the order by MPL. Further, MPL may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone or e-mail within a reasonable period of receipt of the order by MPL.
If MPL rejects or cancels an order for which payment has been taken, a refund will be actioned within 48hrs to the payment method and should appear in the relevant account within another 5 working days. MPL has no control over the time taken by a payment company to process a refund transaction.
4.2. MPL executes orders to the Customer's requirements but may provide substitute products where requested by the Customer or where the product has been superseded by the latest version.
4.3. Private individuals should place orders via the MPL website. Business customers may place orders outside the website but these orders must be submitted using the MPL stock numbers and priced according to the MPL website and must specify which delivery option is required.
4.4. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of Clause 13 (Cancellation and Returns) will apply.
5.1. Subject to any cancellation, substitution or non-fulfillment of Customer's orders in accordance with Clause 4 (Ordering), MPL will deliver the products specified in the Customer's order. MPL may use third party delivery agents to deliver products to Customers.
5.2. The Customer's delivery options and the prices for them, are as set out on the MPL website at the date of order or will be notified to the Customer at the time of order. The Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to change and up-to-date information can be found on the MPL website. In the event of any conflict between delivery options and delivery prices for any products listed on the MPL website and prices listed in a physical catalogue, prices listed on the MPL website will be taken as correct.
5.3. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the address supplied by the Customer at the time of ordering. MPL will aim to deliver products in accordance with the times and dates for delivery quoted on the MPL website or by MPL employees, but Quoted Delivery Times are approximate only and MPL shall not be liable for the consequences of any delay in delivery.
5.4. Change of delivery address after an order has been placed MUST be requested in writing. Changes of delivery address will be refused if the order has been dispatched and maybe be refused prior to dispatch depending on the rules of the payment company (which are there to prevent fraud).
5.5. All goods are sold 'ex-works' unless otherwise stated.
5.6. Prices exclude packing and carriage. This will be added/displayed durning the checkout process.
5.7. The method of packing the goods shall be at MPL's discretion and no claim will be accepted by the company for breakage of or damage to goods in transit on the ground alleged to arise from unsuitable packing materials.
6. Inspection, Delivery Delays and Non-Delivery
6.1. If any delivery has not been made by the quoted delivery time, then subject to the Customer notifying MPL of such delay, MPL will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time.
6.2. The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 15 days of the date of delivery or collection give notice to MPL in detail of:
(i) Any defect in the product that is apparent on reasonable examination. In this case MPL shall, at MPL's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition.
(ii) Any shortfall in products delivered. In this case MPL shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products.
(iii) Any delivery of products not in accordance with the order. In this case MPL shall, at MPL's discretion, replace the products or refund the purchase price.
(iv) Any non-delivery of the products (in which case the time limit is within 10 days of the estimated dispatch date). In this case MPL shall deliver the undelivered products or refund the price of the undelivered products once the delivery agent accepts that the package is lost.
6.3. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. MPL's record of the products dispatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
7. Payment
7.1. If MPL has not granted credit to the Customer, payment will be at the time of order, for all orders placed on the website.
7.2. Credit terms (subject to satisfactory references and at MPL's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, MPL will issue that Customer with an invoice. Such invoices will be sent by email, unless otherwise agreed between MPL and the Customer. All payments must be made without any set-off, deduction or counterclaim, within the specified time on the invoice.
7.3. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
(i) All sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date.
(ii) MPL may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 5% per annum above the Bank of England base rate, compounded monthly.
(iii) MPL may stop accepting orders and/or suspend shipments until payments are made in full.
(iv) MPL may also apply a compensation charge as an estimate of administrative and other wasted costs incurred by MPL to the Customer.
7.4. We understand and will exercise our statutory right (under the Late Payment of Commercial Debts Regulations 2002) to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
8. Risk and Ownership
8.1. In the case of products to be delivered to the Customer's property, risk of loss or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when MPL has attempted to deliver the products. In the case of products which the Customer orders to be collected from an MPL trade counter, risk of damage or loss to the products shall pass to the Customer at the time of collection.
8.2. Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to MPL has been made (in cash or cleared funds). If the Customer is late in paying any sum to MPL, then MPL shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises MPL and its agents to recover any such products in such circumstance and to enter any premises of the Customer for that purpose.
8.3. The delivery of goods by the company to the customer shall not constitute any change of ownership. Risk of damage to or loss of the goods shall pass to the customer upon delivery to the customer.
8.4. Title to the goods shall pass to the customer upon payment for the goods to the company for those goods or any other goods supplied by the company or as otherwise agreed between the parties without prejudice to any right or rejection or other right which may accrue or have accrued to the company under these conditions or otherwise.
8.5. Until title of the goods passes to the customer under Clause 8.4, the customer shall from the moment of delivery:
(i) Keep the goods separate and readily identifiable as the property of the company.
(ii) Keep the goods insured to their full value.
8.6. Demand for or recovery of the products by MPL shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or MPL's right to sue for the whole of the price.
9. Product and Availability Information
9.1. MPL reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement or to assist product availability and such changes may take place during the life of any MPL catalogue. The most up to date information on the availability and design of the products MPL supplies is available on the MPL website.
9.2. Unless otherwise confirmed in writing, nothing on the MPL website or in any MPL catalogue is to be taken as a representation of the source of origin, manufacture or production of the products or any part of them.
10. Warranties and Remedies
10.1. MPL warrants that no product purchased from MPL is materially defective.
10.2. In the event of any such product being materially defective and subject to the provisions of Clause 5 (Delivery) surrounding defects apparent on delivery, MPL will (at its option) replace or repair the product or refund the purchase price.
10.3. These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions or any repair or modification made without the consent of MPL.
10.4. The remedies set out in this Clause 10 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products.
10.5. The availability of the remedies set out in this Clause 10 is subject to:
(i) A claim being made in writing to MPL, prior to the return of any defective product and within 12 months of the original date of dispatch or such other periods as may be indicated by MPL for specific products.
(ii) The Customer returning or disposing of the relevant products or making them available for collection by MPL, in accordance with MPL's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a return authorisation/reference from MPL and quote this on all paperwork and state the original order number in respect of the products and the nature of any claimed defect.
10.6. Where the Customer returns defective products otherwise than in accordance with these provisions, MPL may refuse such products and return them to the Customer at the cost of the Customer.
10.7. Any products which are replaced by MPL shall become the property of MPL. Title to replacement products shall pass to the Customer in accordance with the provisions of Clause 8 (Risk and Ownership) and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
10.8. The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products (unless such untrue statement was made fraudulently) other than any remedy set out expressly in these terms and conditions.
10.9. Other than expressly provided in these terms and conditions, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose).
10.10. The Customer acknowledges that it is responsible for ensuring that the products ordered are fit for the purposes for which it intends to use them.
11. Limitations of Use
11.1. The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
11.2. The Customer certifies that products purchased from MPL will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
11.3. Products sold by MPL are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
12. Liability
12.1. Subject to Clause 12.3, MPL shall not be liable (whether arising in tort, including negligence, contract or breach of any duty or otherwise) for any of the following:
(i) Indirect or consequential loss or damage.
(ii) Loss of revenue.
(iii) Loss of profits.
(iv) Loss of productivity.
(v) Loss of production.
(vi) Loss of business or expected future business.
(vii) Economic loss.
(viii) Damage to reputation or goodwill.
12.2. If, notwithstanding any other provisions in these terms and conditions, any liability attaches to MPL, MPL's liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise shall be limited in the aggregate to £10,000 or the total value of the order, whichever is greater.
12.3. Nothing in these terms and conditions (including without limitation this Clause 12) shall exclude or limit the liability of MPL for death or personal injury caused by the negligence of MPL or its employees, agents or sub-contractors or for fraud or anything else which cannot by law be limited or excluded.
13. No fault Cancellations and Returns
13.1. MPL may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to MPL recovering from the Customer the costs incurred by MPL and subject to the processing charge provided for in this Clause 13.
13.2. In the event of cancellation of part of any order only, MPL may invoice the Customer any difference in selling price per unit applicable to the quantity actually dispatched up to the time of cancellation compared to the quantity ordered.
13.3. Where the Customer returns products to MPL not in accordance with the Returns Policy (for example, after the period for returns has expired or in an unfit state) MPL may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing. Please refer to the Returns Policy for further information:
https://www.motionplus.co.uk/pages/returns-policy
13.4. Exclusions to this no fault returns policy are listed on the Returns Policy page.
13.5. MPL accepts no responsibility for any loss of or damage to products in transit from Customer to MPL where MPL has not provided the returns label.
14. Force Majeure
14.1. A force majeure event is any event beyond the reasonable control of MPL (including but not limited to strikes, pandemic, epidemic, crisis or outbreak, governmental measures, traffic congestion or the downtime of any external line).
14.2. If MPL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any force majeure event, then MPL shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, MPL may cancel the affected order, without any liability to the Customer.
15. Intellectual Property Rights
15.1. The Customer acknowledges that MPL and its licensors own the intellectual property rights in the MPL website, the MPL catalogues, the catalogue content and the stock numbers and that their whole or partial reproduction without MPL's prior written consent is prohibited.
15.2. MPL does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16. Anti-Bribery
16.1. The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption and shall:
(i) Not (directly or indirectly) induce any employee, agent or subcontractor of MPL to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money or other inducement
(ii) Not do or omit to do any act that will cause or lead MPL to be in breach of anything laid out in these Terms and Conditions.
(iii) Promptly report to MPL any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these terms and conditions.
16.2. Financial restrictions on gifts and entertainment are available on request.
16.3. Any breach of this Clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
17. Data Protection and Customer Information
17.1. Please refer to our Privacy Policy for more information about how we process your personal data:
https://www.motionplus.co.uk/pages/privacy-policy
18. Termination
18.1. Either party shall have the right, at any time, by giving notice in writing to the other party to terminate the contract forthwith upon the opening of one or more of the following events:
(i) That other party commits any material or persistent breach of the contract and in the cased a breach capable of remedy, fails to remedy the same within 14 days of receipt of the written notice giving full particulars of the breach and requiring it to be remedied.
(ii) An encumbrance takes possession of or a receiver is appointed over any of the property of assets of that other party.
(iii) That other party makes any voluntary arrangement with its creditors or becomes subject to an administration order.
(iv) That other party goes into liquidation (except for the purpose of a solvent amalgamation or reconstruction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on the other party under the contract).
(v) Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that party.
(vi) That other party ceases or threatens to cease, to carry on business.
18.2. The termination of the contract shall not prejudice the company's rights to payment of all sums due or becoming due and does not limit any right or remedy of either party that may have accrued at the date of termination.
19. Miscellaneous
19.1. Waiver - No failure or delay by a party to enforce or exercise any right or remedy under these terms and conditions or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of these terms and conditions shall not be deemed to be a waiver of any subsequent breach.
19.2. Variation - No purported variation of these terms and conditions shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.
19.3. Law and Jurisdiction - The contract between MPL and the Customer based on these terms and conditions as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of the English courts, but MPL may enforce the contract in any court of competent jurisdiction.
19.4. Exclusion of third party rights - No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
20. Notices
20.1 Any written notice or other communication to be given under these conditions must be in writing and may be delivered either by hand or sent by pre paid first class letter post.
20.2 Any written notice or other communication shall be deemed served, if delivered by hand at the time of delivery, if posted 48hrs after posting.
20.3 Service of any legal proceedings concerning or arising out of the contract or these terms and conditions shall be effected by causing the same to be delivered to the company secretary of the party to be served, and in the case of the company at its principal place of business, or in the case of the customer at its principal place of business as set out on the order, or to such other address as may from time to time be notified in writing by the party concerned.