Terms of Trade

TERMS AND CONDITIONS OF SALE

forMORGAN FURNITURE LTD.

– CONTINENTAL FABRICS.

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 transit.

PAYMENT

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 payment.

Collection costs will be incurred if the debt is placed with a Collection Agency.

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 Purchaser’s behalf.

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 repossessing goods.

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 contrary.

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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