Merlin Industrial Products Ltd. - Terms & Conditions

1. Definitions - In these Terms and Conditions, the following words and phrases shall have the following meanings: 

1.1. Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business. 

1.2. Commencement Date: has the meaning set out in clause 3.3.

1.3. Contract: the contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions. 

1.4. Customer: the person or firm who purchases the Goods from the Supplier. 

1.5. Force Majeure Event: an event or circumstance beyond a party’s reasonable control. 

1.6. Goods: the goods (or any part of them) set out in the Order Confirmation. 

1.7. Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier. 

1.8. Order: the Customer's order for the supply of Goods as set out in the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation whichever is received by the Supplier. 

1.9. Order Confirmation: the Supplier’s written acceptance of the Order. 

1.10. Supplier: Merlin Industrial Products Ltd.

1. Interpretation

2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.2. A reference to a party includes its personal representatives, successors or permitted assigns.

2.3. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2.4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.5. A reference to writing or written includes emails.

2.6. The headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.

2.7. Where the context permits, the use of the singular shall be construed to include the plural, and the use of plural the singular, and the use of any gender shall include all genders.

1. Basis of Contract

3.1. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.  

3.2. The Order shall only be deemed to be accepted when the Supplier issues an Order Confirmation of the Order, at which point, and on which date (Commencement Date) the Contract shall come into existence. 

3.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

3.4. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions of the Goods, or illustrations, or descriptions of the Goods contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3.5. Any quotation given by the Supplier, in the absence of any date given in the quotation, is only valid for a period of 5 Business Days from its date of issue.

1. Goods

4.1. The Goods are described in the Company’s quotation and/or on their website.

4.2. All drawings, descriptive matter, specifications, and advertising issued by the Company on any packaging of the Goods or elsewhere and any descriptions or illustrations contained in the Company’s catalogues, brochures, or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract and no warranty is given that the Goods will comply with or perform in accordance with any such description.

4.3. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

1. Price and Payment 

5.1. The price for Goods shall be the price set out in the Order Confirmation for account customers or on the Proforma for non-account customers. 

5.2. The price of the Goods:

a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate 

b) excludes the costs and charges of packaging, insurance, and transport of the Goods, which shall be an additional charge to the Customer – this will be advised at the quotation stage

c) excludes all wire transfer/banking charges, which are the responsibility of the customer and are to be paid at source for the whole transaction. 

5.3. The Supplier reserves the right to increase the price of the Goods, by giving notice to the 

Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs)

b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification

c) any administrative or clerical error of the Supplier

d) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

5.4. In respect of Goods, the supplier requires your first 3 Orders to be paid for via Proforma within a 12-month period with a total minimum spend of £1000. After which, on completion of your Credit Application Form we can then accept your 4th order on account. This applies to UK companies only.

5.5. All export customers will remain on proforma which must be paid for in advance prior to manufacture and dispatch.

5.6. VAT invoices will be issued once the Goods have been dispatched.

5.7. Payment to the Supplier shall be in full and in cleared funds either by:

a) bank transfer to a bank account nominated in writing by the Supplier

b) credit or debit card

c) PayPal

d) Stripe 

5.8. All payments shall be in pounds sterling. 

5.9. The Customer shall pay all amounts due under the Contract in full without any set-off, 

counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

1. Delivery

6.1.  The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 

6.2. Depending on the agreement of the parties in the Order the Goods shall either be: 

a) delivered by the Supplier (at the Customers cost and risk) to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready; or 

b) collected by the Customer from the Supplier’s premises or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready. 

6.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or if the Customer collects the completion of loading of the Goods at the Delivery Location. 

6.4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.   

6.5. The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 

6.6. The Customer shall be responsible for any export and import clearance in connection with this Contract. 

1. Quality

7.1. The Supplier warrants that on the date of despatch, the Goods shall:

a) conform in all material respects with their description as set out in the quotation or/and website

b) be free from material defects in design, material, and workmanship

c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

7.2. Subject to clause 7.3, if: 

a) the Customer gives notice in writing on the day of delivery, of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1 

b) the Supplier is given a reasonable opportunity of examining such Goods; and 

c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

7.3. The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 7.1 if: 

a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.2

b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice

c) the defect arises as a result of the Supplier following or observing any drawing, design or Goods Specification supplied by the Customer

d) the Customer adjusts, alters or repairs such Goods without the written consent of the Supplier

e) the defect arises as a result of fair wear and tear, wilful damage, damage by chemicals, negligence, theft, accident, fire, flood, explosion, or abnormal storage or working conditions

f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 

7.4. The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer if the Goods have not been returned to the Supplier’s place of business for examination. 

7.5. Goods claimed to be defective are to be returned to the Supplier at the expense of the Customer. 

7.6. If the Goods on examination are not found to be defective, the Customer must reimburse the Supplier for its reasonable costs in inspecting the rejected Goods and any delivery costs borne by the Supplier. 

7.7. Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1. 

1. Returns

8.1. The Customer shall not be entitled to return any goods without the prior written approval of the Supplier. 

8.2. Special orders, including all custom made or made to order orders cannot be returned and/or refunded under any circumstances. 

8.3. If the Supplier agrees to accept the return of any Goods it shall be on terms that: 

a) they are returned at the Customer’s expense to the delivery address requested by the Supplier within 10 business days of delivery.

b) they are received by the Supplier in ‘as new’ condition without any damage or use; and 

c) any return will be subject to a minimum 20% ‘restocking charge’ and such other terms as the Company may impose.

1. Force Majeure

9.1. The Supplier reserves the right to defer the date of delivery or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, pandemic and disease, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.  

9.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

1. Sub-Contract

10.1. The Seller reserves the right to sub-contract any part of the performance of the services or the supply of any goods ordered without obtaining the consent of the Buyer. 

1. Legal Construction

11.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.