Merlin Architectural Limited – Terms and Conditions of Supply
Conditions of sale
These terms and conditions apply to the exclusion of and supersede any terms and conditions referred to, offered or relied on by the buyer whether in negotiation or during any dealings between the seller and buyer with reference to the goods and/or services to which this contracts relates. Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms furnished by the buyer in any of its documents, unless the buyer specifically states in writing separately from such terms that it intends such terms to apply and the seller acknowledges such notification in writing. In these terms and conditions the seller shall be Merlin Architectural Ltd and the buyer shall be the Party named on the order form supplied to the seller. All orders should be placed by way of purchase order and the seller shall not be bound by any order placed by other method.
Neither the buyer nor the seller shall be bound by any variation, waiver or addition to these conditions except as agreed by both parties in writing and signed on their behalf. The buyer shall be responsible for any additional costs and expenses incurred by the seller as a result of any variation, waiver or addition.
- The seller provides no advice or recommendations to the buyer regarding the suitability of the goods and/or services offered to the buyer and accepts no liability or responsibility and provides no warranty as to the suitability of the goods and/or services to the buyer’s purposes.
- The buyer acknowledges and agrees that it owes a duty of care to any user of any facility at which the buyer installs, maintains and/or uses the goods.
- In no event shall the seller be liable for incidental or consequential loss, loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings or loss of or damage to goodwill.
- The maximum liability of the seller under these terms and conditions for goods and/or services shall be the contract price for those goods and/or
- The seller uses industry-standard anti-virus software. The buyer acknowledges and agrees that the seller is not responsible for any viruses etc. introduced to the buyer by way of emails sent by seller’s staff and agrees itself to take all reasonable steps to minimise the impact of such viruses..
- Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- defective products under the Consumer Protection Act 1987.
- Unless otherwise agreed in writing, prices are quoted exclusive of Value Added Tax, any duty and excise costs, and delivery charges which shall be payable by the buyer including without limitation where the delivery charge is different from that quoted as a result of increases levied by the carrier.
- All quotations and estimates issued by the seller on order forms or elsewhere are, unless otherwise stated, based on the current cost of the goods and/or services and are subject to amendment before acceptance to meet any rise in such costs.
- No quotation on an order form or otherwise shall be taken as an offer but only as an invitation to treat. In particular, no guarantee is given that the products offered for sale will be identical to the products in the quotation. The seller will ensure that the relevant BSEN and UKCA are met. The seller reserves the right to increase the prices in any quotation if an order is not placed within two weeks of the quotation date.
- The seller shall be entitled to invoice on despatch of goods (including any charges in respect of services relating to those goods). Payment is due whether or not the buyer accepts delivery of the goods.
- If credit terms have been agreed, payment for goods and/or services is due by the end of the month following the date of invoice unless otherwise agreed in writing by the
- If payment of the price or any part is not made by the due date the seller shall be entitled to: (i) charge interest on the outstanding amount at the rate of 2% per month calculated on a daily accruing basis, (ii) require payment in advance of delivery of undelivered goods and/or services, (iii) refuse to make delivery of any undelivered goods and/or services whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery, (iv) terminate the contract and recover any goods from the buyer for which the buyer has not paid.
- If credit terms have not been agreed, payment for goods and/or services is on a pro-forma basis before goods can be supplied. Payment can be made by online transfer, cash or card. For such buyers there is a minimum order value of £50 + VAT.
- Except where notified to the buyer in writing by the seller, the seller warrants that goods shall comply with specification for the period of time during which a manufacturer’s warranty applies to those goods.
- The seller shall not be liable for the goods’ failure to comply with the warranty set out in clause (a) above if:
- the buyer makes any further use of such goods after identifying a defect;
- the defect arises because the buyer failed to follow the seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of the seller following any drawing, design or specification supplied by the buyer;
- the buyer alters or repairs such goods without the written consent of the seller;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the goods differ from the applicable specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- The seller shall where practicable assign the benefit of any such manufacturer’s warranty given to the Seller in respect of the goods supplied.
- The buyer agrees that notwithstanding any classification of the seller as the manufacturer (including for the purpose of fire testing) the buyer’s remedies in respect of manufacturing defects in the Goods are limited to the seller’s remedies against the manufacturer in respect of manufacturing defects.
- The buyer acknowledges and agrees that any bespoke finishes, including but not limited to black, brass, bronze, copper, are completed by hand and that variations between the goods and from specification will occur. The buyer waives any right that it may have to reject the goods and/or to a reduction in the purchase price on the basis of such variations.
- The seller warrants to the buyer that any services will be provided using reasonable care and skill.
- The seller gives commitments as to compliance of the goods and services with relevant specifications in these terms and conditions. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
The risk in the goods shall pass to the buyer at the time of despatch by the seller to the buyer’s premises or any other agreed delivery address.
- The seller undertakes to use its reasonable endeavours to despatch the goods (or deliver any services) on the promised delivery date (if any) but does not guarantee to do Time shall not be of the essence of the contract unless expressly so stipulated in writing and agreed by the seller.
- The buyer acknowledges and agrees that it is not entitled to claim from seller any costs, expenses, damages or liabilities suffered or incurred by the buyer as a result of any delay in delivery by the seller, Including without limitation any delay resulting from the buyer’s failure to place an order for Goods in time to meet its own obligations.
- Where a next day delivery service is offered, the seller will arrange that service but is not responsible for any failure of the supplier of the service to deliver on time.
- Any delivery is made to the agreed delivery location and not to a named recipient.
- Title to the goods shall not pass to the buyer until the date on which the entire contract price has been paid in full and any cheques cleared.
- If the buyer fails to pay any sum due to the seller by the due date or if the buyer enters into liquidation, commits any act of bankruptcy or has a receiver/ liquidator/administrator appointed in respect of its property or enters into any voluntary arrangement, composition or scheme with its creditors, the seller may retake possession of the goods and the buyer grants to the seller an irrevocable licence to enter any premises of the buyer for that
- Until the earlier to occur of either (i) recovery and physical possession of the goods by the seller in accordance with the above clauses or (ii) payment to the seller, the buyer agrees to hold the goods as bailee of the seller.
- The buyer shall not be entitled to use the name or any trade mark or logo of the seller without the prior written consent of the seller.
10. PERSONAL DATA
11. FORCE MAJEURE
The seller shall not be in breach of its obligations under these terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event outside its reasonable control.
The buyer is not entitled to cancel any order and any cancellation is at the absolute discretion of the seller.
The seller is not obliged to accept return of goods where they have been correctly supplied and in any event shall not refund but only allow a credit. Where the seller opts to accept a return a restocking charge of at least 35% of the price of the goods will be applied to the credit. No credit will be given unless the goods are returned within two months of delivery in the original packaging, unused and in perfect resaleable condition with a fully completed returns note. Non-stock items ordered specifically to the buyer’s requirements (including those that are packaged to meet the buyer’s requirements) are non-returnable. The seller must be contacted prior to the return of any goods. Goods with a value of less than £50 net of VAT must be returned at the cost of the buyer. Products purchased by a buyer without a credit account are non-returnable. The buyer’s statutory rights are not affected by this clause.
14. SHORT DELIVERY AND DAMAGED GOODS
No claim for short delivery will be entertained unless notified within 3 days of delivery. No claim for damage which is apparent on inspection will be allowed unless notified in writing to the seller within 3 days of delivery and all damaged goods must be returned to the seller before a credit or replacement can be arranged.
15. PERSONAL GUARANTEES
Where a personal guarantee has been given in respect of any supply by the seller to the buyer, the seller shall be entitled to rely upon the terms of that guarantee in relation to each supply.
The contract shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts provided that either party may enforce any judgment of the English courts in the courts of any jurisdiction.