1.1 These terms and conditions form the entire agreement between Merit Display Ltd 20 Canley Road, Coventry Business Park, Coventry, CV5 6BH, ("the Seller") and the Customer ("the Customer") whose name appears on the acknowledgement of order ("the Acknowledgement of Order") or invoice for the sale and purchase of goods or for the supply of services appearing on the Acknowledgement of Order or the invoice ("the Goods").
1.2 No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until the Acknowledgement of Order or the invoice has been issued to the Customer.
1.3 Unless otherwise agreed in writing by the Seller these terms and conditions shall supersede any earlier sets of conditions of sale appearing in a catalogue or elsewhere and shall override any terms or conditions stipulated or incorporated or referred to by the Customer whether in an Acknowledgement of Order or in the course of negotiations or at any time.
1.4 The Seller reserves the right to withhold further supplies in the event of any breach of any these terms and conditions or for any other reason which the Seller considers warrants such action and such action shall not give rise to any liability whatever on the part of the Seller to the Customer.
1.5 Orders are accepted by the Seller subject to availability of stock. The Seller reserves the right to deliver the goods in two or more installments. Time of delivery shall not be of the essence of this agreement.
1.6 These terms and conditions are subject to the laws of England and Wales.
2. Payment Terms
According to the nature of the order the Seller may require payment of part or all of the purchase price in advance at the time of the order and/or at the time of delivery. The terms of payment shall be as stated on the Acknowledgement of Order or on the invoice issued to the Customer. The Seller may charge interest on outstanding monies at the rate of 2% per month on a daily basis from the date when the sum becomes due until the date of actual payment.
3.1 The Seller will make every reasonable effort to maintain quoted prices but reserves the right to amend any of its prices without prior notice.
3.2 Orders are accepted on condition that the Goods will be invoiced at prices ruling at the date of delivery.
3.3 The Seller reserves the right to revise the quoted price in the case of an inadvertent error in the original quotation notice of which and an explanation of which is given to the Customer before delivery.
3.4 Responsibility remains with the Customer to ascertain whether the prices in his possession are valid at the time of invoicing.
3.5 All prices exclude Value Added Tax (VAT) which will be added at the appropriate rate in respect of all goods chargeable with VAT.
4. Orders and Specifications
4.1 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.2 The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
4.3 If the Goods are to be manufactured or any processes are to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer, the Customer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Customer’s specification.
4.4 The Seller will do all that it can to meet the Customer’s Order but the Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control.
4.5 The Customer shall be entirely responsible for the suitability of the design and specification of the Goods and the fitness of the Goods for the Customer’s purpose.
4.6 The Seller reserves the right in its absolute discretion to refuse to accept artwork supplied by the Customer or to refuse to commission artwork to the Customer's specification. This right is reserved notwithstanding prior acceptance of the Order by the Seller.
4.7 The Customer shall be responsible for approving prior to the commencement of the contract a proof copy of any artwork provided under the contract. Where the Customer fails to exercise this right, the artwork provided shall be chargeable to the Customer in accordance with these terms and conditions.
4.8 The Customer shall be responsible for ensuring prior to the commencement of the contract that the proof copy of any artwork is colour matched to the Customer's requirements. Where the Customer fails to exercise this right, the artwork provided will be chargeable to the Customer in accordance with these terms and conditions.
4.9 No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in writing of the Seller and on terms that the Customer shall indemnify the Seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.
5.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
5.2 The Seller will make all reasonable endeavours to effect delivery of the Goods by or about the quoted delivery date but all dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
6. Risk and Property
6.1 Risk of damage to or loss of the Goods shall pass to the Customer:-
(a) In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Customer that the Goods are available for collection or
(b) In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision on these conditions, the property in the Goods shall not pass to the Customer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Customer for which payment is then due.
6.3 Until such time as the property and the Goods passes to the Customer the Seller shall be entitled at any time to require the Customer to deliver up the Goods to the Seller and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Customer does so all monies owing by the Customer to the Seller shall forthwith become due and payable.
7. Warranties and Liability
7.1 Details of damages-with supporting images, errors &/or shortages MUST be sent in writing to Merit Displays Ltd, within 3 calender days of receipt of goods. Delivery issue claims outside of 3 calender days may be rejected.
7.2 If Goods which have been ordered by the Customer are not delivered then the Customer must notify the Seller within seven days after receipt of the invoice for the Goods and must confirm such notification in writing within ten days of receipt of the invoice.
7.3 If Goods in respect of which a defect is alleged are proved to be defective to the satisfaction of the Seller, then the Seller will at its option either replace such Goods free of charge or refund the price thereof.
7.4 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by or approved by the Customer nor in respect of the fitness of the Goods for the Customer’s purpose; any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or alteration or repair of the goods without the Seller’s approval; or if the total price for the goods has not been paid by the due date for payment.
7.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer.
7.6 The total liability of the Seller to the Customer under this clause shall in no case exceed the price of the Goods.
7.7 The Seller will not accept the return of Goods no longer required or incorrectly ordered unless.
7.7.1 The Customer has the Seller’s prior agreement to accept such return and;
7.7.2 The Goods are in their original condition and;
7.7.3 The Customer agrees to be responsible for the cost of carriage and all risks up to and including delivery of the returned Goods to the Seller’s premises.
8. Used Goods
In the case of previously used Goods, it is expressly agreed that the Goods are sold as seen and without warranty and that the Seller shall be under no liability in respect of any defect in the Goods which would have been apparent on reasonable inspection prior to the delivery of the Goods to the customer whether or not such inspection has taken place.