Standard terms and conditions of Sale
These terms and conditions shall  apply to all contracts entered into by Merlin Group Companies (hereinafter referred to as “the supplier”) and shall over-ride any terms and conditions inconsistent herewith sought to be imposed by the customer which are hereby expressly excluded.  No variation of these terms and conditions shall be binding on the Supplier unless expressly accepted by the Supplier in writing  In the event of any conflict between those conditions and the particulars stated overleaf the latter shall prevail.
2.                             QUOTATIONS AND CONTRACT
(i)             Unless previously withdrawn the Supplier's Quotation is open for acceptance within the period stated therein or when no period is stated within 30 days only after this date.  The information provided in the quotation is submitted in good faith but the quotation does not constitute an offer.  In the event of an order being placed by the Customer the Supplier's acceptance notice in writing alone forms the Contract
(ii)            The Customer acknowledges that apart from express terms contained herein or in the quotation or any document expressly stipulated therein to be outside the provisions of this clause no statement or representation has been made by the supplier relating to the goods or services and that if any such statement or representation has been made the Customer warrants that he understood it to be a statement of opinion only
(i)             Unless otherwise stated the Supplier agrees to replace parts or at its Option repair or give credit for goods or parts of goods supplied by it -which are proved to the Suppliers satisfaction to be defective due to faulty design materials or workmanship (fair wear and tear or damage due to misuse or improper operation excepted) provided that such defect be notified in writing to the Supplier within 12 months of the date of dispatch. Any such repaired or replaced goods shall include free delivery to the customer's premises.
(ii)            This guarantee is given in lieu of the implied conditions contained in Sections 13, 14 and 15 of the Sale of Goods Act 1979 and any other conditions or warranty implied by trade custom or usage. The customer hereby acknowledges that the customer purchases the goods works or services in the course of business and not for
private use,
                (b)  that the customer knows the extent of the meaning of this clause and the limitations thereby imposed by it upon Sections 13, 14 and 15 of the Sale of Goods act of 1979.
(iii)           Notwithstanding the terms of the guarantee hereunder the Supplier shall not be liable in any way for loss of profit or of contracts or any other consequential loss of any kind resulting from any defect in the goods works or services whether such loss arises from loss of use of goods works or services or otherwise
(iv)           Subject to (iii) above the Suppliers liability under this guarantee, whether in respect of one claim or in the aggregate arising out of the Contract shall nor exceed the purchase price payable under this Contract for such part or parts in respect of which the Supplier's liability shall arise
4.             DISPATCH
Goods works or services shall be supplied ex-works unless otherwise stated in the Acceptance Notice. Any delivery date notified to the customer is an estimate and not a term of the contract (unless specifically stated) and is based on a sound judgement and made in good faith. It assumes that work can be carried out immediately without interruption on full and final instruction enabling the Supplier to proceed with manufacture and supply of provision of services.
5.             DELIVERY
(i)             If the contract provides for delivery :-
(a)  F.O.B. the Supplier shall deliver the goods or works on board a vessel named by or on behalf of the customer at the port accepted in the Acceptance Notice.
(b) F.O.R. or F.O.T. The Supplier shall load the goods or works on a railway vehicle, container or truck suitable for any further carriage by rail or road and shall give notice in writing when the goods or works are loaded or placed in the custody of the railway or carrier. The railway or carriers conditions of carriage shall apply. The customer shall be responsible for paying promptly all customs and import and other duties which may become payable.
(c) C I F at the port stated.  Extra freight and insurance charges will be charged at cost unless otherwise stipulated  A document certifying that insurance has been effected (and whether or not goods are included in or covered by such insurance) and endorsed by the Supplier may at its option be tendered instead of a policy insurance in respect of any goods or works shipped and shall be accepted by the customer.
(ii)            If the Supplier does not receive forwarding instructions sufficient to dispatch the goods or works within 14 day's after they are ready for dispatch, the customer shall take delivery or arrange the  storage and in default thereof the Supplier shall arrange storage on the customers behalf and all charges for storage and insurance and demurrage shall be chargeable to the customers account.
(iii)  Time shall not be of the essence in relation to delivery and the Supplier shall not be under any liability in respect of any delay in delivery' arising from industrial dispute government control or regulation abnormal weather conditions, accidents, breakdowns, or other causes outside its control and may claim extension for any such delay.
6.             TESTING OF GOODS
The goods supplied under the contract are carefully inspected and the highest standard of testing procedures are adopted prior to dispatch.  Tests in the presence of the customer or the customer's representative are strongly recommended. In the event of any delay by the customer in attending such tests or carrying out any inspection the tests will proceed in the customer's absence and are deemed to have been made in the customer's presence
The customer shall inspect the goods works and services immediately on receipt and shall within 14 days thereof give the Supplier notice (to be confirmed in writing) if it is claimed that the goods have been damaged in transit or that such goods works or services are not in accordance with the contract as to specification or quantity, in default of such notice the goods works or services shall be deemed to be accepted subject to clause 10 hereof.  This clause is without prejudice to Clause 3 hereof.
8.             PRICES
All prices are subject to VAT at current rate (where applicable) and to any other duties, insurance or other costs.  Prices quoted are ex-works unless stated otherwise.  In respect of goods and works packing (if appropriate) and any charge of delivery will be charged extra at cost.  If supply of goods works or services cannot be made by the notified supply date due to matters outside the Suppliers control or if additional costs are incurred due to insufficient information being supplied by the customer, then the Supplier reserves the right to increase the invoice prices in relationship to increased costs.
9.             SETTLEMENT TERMS
(i)             It is a condition of the contract that payment is made in full as specified in the contract. Prices are net and are nor subject to early payment discounts Where contract values and/or delivery times are decided by the Supplier to warrant some kind of progress payment or part settlement, then this shall be stated in the Acceptance Notice and will be a condition of the contract
(ii)            Time for payment :shall be of the essence of the contract and no dispute arising under the contract or delays
                pursuant to Clause 4 (i) hereof shall interfere with prompt payment by the customer
(iii)           In the event that payment is not made on the due date the Supplier may in addition to its other remedies hereunder charge interest at 2.5% per 30 days or part thereof on the account outstanding
(iv)    All payments must be made in sterling unless otherwise stipulated.
10            PROPERTY
(i) The ownership of the goods or works supplied hereunder shall remain with the supplier who
reserves the right to dispose of such goods or works until payment in full has been received by it    in accordance with the terms of the contract or until such time as the customer sells any such
goods to his customers by way of bona-fide sale at full market value. If such payment is overdue in whole or in part the Supplier may (without prejudice to any of its other rights) recover or resell the goods works or
services or any of them and may enter upon the customers premises by their servants or agents for that purpose  Such payment shall become due immediately upon the commencement of any proceedings for the winding up of the company or if the customer shall suffer any distress or execution to be levied on the customers goods or shall enter into any arrangement or composition for the benefit of the customers creditors.
(ii) If any of the goods or services are incorporated in or used as material or used as material for other goods before such payment the property in the whole of such goods shall be and remain with the Supplier until such payment has been made, or the other goods have been sold as the aforesaid and all the Suppliers rights hereunder in the goods or works shall extend to those other goods.
(iii) Nothing in this condition shall confer any right upon the customer to return or procure the return of goods to the Supplier nor create an agency between the Supplier and the customer.
(iv)           The customer shall execute all such documents and give the supplier all such assistance it may require in order to register the Suppliers interest in the goods in the customers country or which otherwise may be necessary to preserve the Suppliers interest in the goods
(v)           If any of the goods supplied hereunder are sold by the customer in such manner to pass to a third party a valid title, then whilst any payment is due to the Supplier hereunder, the Suppliers rights under this Clause shall attach to the proceeds of sale of such goods or to the claim for such proceeds and the customer shall place such proceeds of sale in a separate account
11            INSURANCE
Goods and works supplied hereunder shall be at the customers risk immediately on supply to the customer or elsewhere to his order in accordance with clause 7 hereof (whichever is the sooner) and therefore the customer should arrange to be insured accordingly
12.                           CANCELLATION AND VARIATION OF ORDER
(i)             Orders may be cancelled in whole or in part by the customer only with the written consent of the Supplier and the Supplier reserves the right to make a cancellation charge to meet the Suppliers expenses and losses incurred.
(ii)            In the event of partial cancellation of the order or any variation of the order being accepted by the Supplier, the Supplier reserves the right to revise its prices and to make a charge to meet the Suppliers expenses and losses incurred.
The following provisions shall apply where the Supplier has agreed to deliver goods to the customer within the UK or otherwise. The Supplier will take all measures to ensure safe carriage but cannot be held liable for any damage to goods in transit caused by any carrier except to the extent of the carriers liability to the Supplier in respect of such carriage whether or not the extent of the Carriers liability is made known to the customer
14            PATENTS
The customer warrants that any design or instruction furnished or given by it shall not be such as will cause the Supplier to infringe any letters patent, registered design or trademark in the execution of such order.
15            THE RIGHTS OF THE SUPPLIER OR THE CUSTOMER shall not be prejudiced by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
(i)             All contracts are deemed to be entered into in England and shall be governed and constituted in accordance with English Law and will be subject to the jurisdiction of the English courts.
(ii)            These conditions shall be interpreted without reference to their headings   The non-enforceability of any part of these conditions shall not affect the validity of the remainder of these conditions and parts thereof, which shall remain fully enforceable.