Orders are accepted subject to the Conditions of Sale set out below.
BUYER : The person who buys or agrees to buy the goods from the Seller.
CONDITIONS: The terms and conditions of sales as set out in this document and any special terms and conditions agreed in writing by the seller.
GOODS: The articles which the Buyer agrees to buy from the Seller.
PRICE: The price of the Goods, excluding VAT and any carriage, packaging and insurance costs.
SELLER: means Merlin Precision Engineering Limited of Eldon Street, Range Lane, Boothtown, Halifax, HX3 6DW The “Company” means Merlin Precision Engineering Limited. The “Contract” means the contract agreed between persons or a Company whose order is accepted by the Company. The “Customer” means the person placing the order in their own right or on behalf of a Company.
All quotations are written and all orders are accepted subject to the following terms and conditions. Variations and additions can only be accepted in writing.
These conditions shall form the basis of the contract between the Seller and the Buyer in relation to the Sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
These Conditions may not be varied except by the written agreement of the above named company.
These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
PRICE. The Price shall be the quote given either written or verbally or the price quoted on the Seller’s confirmation of order. Prices exclude value added tax which will be added to each order at the current UK rate as at the date of the Seller’s invoice where applicable. Every effort will be made to adhere to prices published in £ Sterling but the Company reserves the right to change prices without notice at any time. Prices of imported goods may be subject to currency exchange fluctuations.
EXCHANGE Pincer Bars: All our Pincer Bars are sold on a part exchange basis and the exchange Pincer Bar must be returned to Merlin within 21 days unless otherwise agreed. The exchange unit must be in a repairable condition. The Pincer Bar must not be badly damaged, dismantled, Have any parts missing, be bent from excessive force or had any temporary repairs such as welding. If your Pincer Bar has any of these please contact us by email or phone before proceeding with your purchase.
PAYMENT and INTEREST. Payment of the Price and vat shall be due within 30 days of the date of the Seller’s invoice.
Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Royal Bank of Scotland Base rate from time to time in force. Such interest shall accrue after as well as before any judgement.
The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter claim against invoices submitted by the Seller.
Any late/non-payment of invoices under our terms and conditions will result in the matter being passed out of hand to our Debt Recovery Team and you will be liable for their additional costs and interest incurred.
ORDERS. The Company reserves the right to refuse to supply any person or Company. Catalogues, price lists and other advertising matter are an indication of the goods offered and no particulars therein shall be binding on the Company.
Responsibility for ensuring that Goods are suitable for a particular application is the Customer’s unless stated in writing. The customer must check the specific part number and specifications of equipment received and ensure it is fit for purpose before installing. To avoid duplication of verbal orders any confirmation by post, facsimile or e-mail must clearly indicate ‘Confirmation only’. Cancellation or partial cancellation of orders for non standard, special build items can only be cancelled by prior negotiation and agreement to indemnify the Company against expense incurred.
SUB CONTRACTORS. Where the company provides installation and testing services via sub-contractors at cost, services may be provided directly by the sub-contractors. In that case the sub-contractor is the supplier of a service direct to the customer and is responsible for provision of that service and may invoice the customer directly for the amount quoted via the Company.
GOODS. The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.
CARRIAGE OF GOODS. Carriage will be chargeable on all sales unless goods are collected or otherwise.
DELIVERY OF THE GOODS. Goods in stock are usually dispatched within 1-2 days. Next day delivery and timed deliveries are available upon request. Please contact us if you wish to confirm delivery.
Delivery of the Goods shall be made to the Buyer’s address or as instructed. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery. The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of doing so.
ACCEPTANCE OF THE GOODS. The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer.
INSPECTION, SHORTAGES, DEFECTS. The goods or services supplied must be inspected on receipt and written notice of any defects or discrepancies which a reasonable examination would have revealed given to the Seller within 7 days of delivery of the Goods. Risk or damage to or loss of Goods will pass to the Customer when signed for on receipt from the appointed Courier or when the Goods are collected.
Where the Buyer has accepted, or has been deemed to have accepted the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Authorised returns will be credited providing they are returned to Merlin Precision Engineering Ltd at the customer’s expense, are tested and found to be faulty upon return or are in a new, packaged and saleable condition. Otherwise the goods will be returned to the customer and no credit will be issued.
REFUNDS. Where the Buyer has paid for Goods, and an authorised return to the Seller takes place, then subject to the remainder of these term and conditions, a refund where agreed by the Seller will be made to the Buyer within 5 working days of receipt of the returned Goods by the Seller.
TITLE AND RISK. Risk shall pass on collection, or delivery of the Goods to the Buyer’s address. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
The Seller may at any time before title passes and without any liability to the Buyer:
repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
LIABILITY. The Company shall not be liable for any damage, loss or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees agents or subcontractors. These Conditions of Sale set out the entire liability of the Company to the Customer in respect of the Goods and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. Nothing in these Conditions of Sale excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation. The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to repairing, replacing or at the Company’s option refunding monies already paid in respect of the Goods. The Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or subcontractors) which arise out of or in connection with any Contract.
GUARANTEE. The Company will transfer to the Customer the benefit of any warranty or guarantee given by the Manufacturer
WARRANTIES. The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order.
LEGAL CONSTRUCTION. All contracts shall be governed by and interpreted in accordance with English Law.
FORCE MAJEURE. If the Company is prevented from adhering to the contract due to reasons beyond control of the Company then the Company may delay or cancel the contract and shall not be responsible for the delay or inability to deliver. Every effort will be made to complete the contract but the Company shall not be held responsible for delay or inability to deliver.
INSOLVENCY OF BUYER. This clause applies if: The buyer makes any voluntary agreement with its creditors or becomes subject to a administration order or (being an individual or firm) becomes bankrupt or being a company goes into liquidation (otherwise than the purpose of amalgamation or reconstruction) or: An encumbrancer takes possession or receiver is appointment any assets or property of the buyer or: The buyer ceases or threatens to cease to carry on the business or:
The seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. If this clause applies then without prejudice to any other right or remedy available to the seller the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary. The Buyer or Buyers Employee, Representative or Agents to enter any premises and retrieve the sellers goods or goods to be value of the debt owed in full.
In these conditions “incoterms” means the international rules for the interpretation of trade terms of the international chamber of commerce as in force at the date when the contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provision of the incoterms shall have the same meaning in these conditions but if there is any conflict between the provisions of Incoterms and these condItions the latter shall prevail.
Where the Goods are supplied for export from the United Kingdom the provisions of this clause shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply not withstanding any other provision of these conditions. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
Unless otherwise agreed in writing between the Buyer and Seller the Goods shall be delivery for the air or seaport of shipment and the seller shall be under no obligation to give notice under the sale of goods act 1979.
The Buyer shall be responsible for arranging testing and inspection of the goods at the sellers premises before shipment. The seller shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
Payments of all amounts due to the seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in England acceptable to the seller or if the seller has agreed in writing on or before acceptance of the Buyers order to waive this requirement by acceptance by the Buyer and delivery to the seller of a bill of exchange drawn on the Buyer payable 30 days after sight to the order of the seller at such bank in England as may be specified on the bill of exchange.
CIRCUIT BOARD TERMS AND CONDITIONS/CIRCUIT BOARD WARRANTY:
Merlin offers a 6 month warranty on circuit boards including repairs. This limited warranty does not apply: (A) to damage caused by use with non- Merlin products; (B) to damage caused by accident, abuse, misuse, flood, fire, earthquake or other external causes; (C) to damage caused by use of the product outside the permitted or intended uses described in the order specifications; (D) to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of Merlin or an engineer of the machine manufacturer, in normal cases a Heidelberg engineer; (E) to a product or part that has been modified to alter functionality or capability without the written permission of Merlin; or (F) to cosmetic damage, including but not limited to scratches or dents, that does not otherwise affect the product’s functionality or materially impair it’s use. (G) In the event of a board developing a fault within the 6 month warranty period the board must be returned to Merlin so we can inspect the fault to assume liability. (H) Merlin is not responsible for faults on boards caused by other technical problems on the press, such as a fault with servo motors, this will void your warranty: (I) In the event of a board developing a fault within the 6 month warranty period Merlin may take up to 14 working days to test and return the board back to you the customer: (J) In the event of a board becoming faulty within the 6 month warranty period and if on inspection the fault is found to be of Merlins responsibility, the board will be repaired and returned within 14 days: (K) A board that develops the same fault twice within the 6 month warranty period will not be covered under warranty on the 2nd occasion, as boards that develop the same faults generally suggests another problem with the press: (L) Merlin is not liable for any losses what so ever in regards to press downtime and faults on the press: (M) All boards must be installed by a person wearing a anti static bracelet in an anti static environment, Merlin assumes no liability for faults caused by incorrect handling of the circuit boards: (N) If upon inspection the board is found to have a fault which is not Merlins responsibility a repair cost could be charged at our discretion, for example if a faulty servo or blower causes a fault with a board Merlin will not be responsible under warranty.