Terms and Conditions of Trading

1.1 In these Conditions of Sale the following expressions shall have the meanings set out below unless the context requires otherwise:
"The Company" means Andrew Mercer Limited.
“Conditions” means the standard conditions of sale set out in this document and (unless the context otherwise requires) including any Special Conditions and any other special terms agreed in Writing between the Customer and the Company;
“Contract” means the contract for the sale and purchase of the Goods;
"The Customer" is the Customer of Andrew Mercer Limited;
“Goods” means the goods (including any instalment of the goods or any parts for them), which the Company is to supply in accordance with these Conditions;
“Special Conditions” means any additional conditions which appear on the face of an order or quotation and which form part of the Contract;
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.1 Trading with the Company implies acceptance of these Conditions.
2.2 Without prejudice to the above these Conditions shall apply to all Contracts to the exclusion of all other terms and
conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
2.3 All orders for Goods shall be deemed to be an offer by the Customer to purchase the Goods pursuant to these Conditions. No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on condition that the Customer shall indemnify the Company in full against all loss (including, without limitation, loss of profit).
2.4 Any variation to these Conditions shall be inapplicable unless agreed in Writing by a Director of the Company.
2.5 Any advice or recommendation given or representation made by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods (or otherwise) is followed or acted upon entirely at the Customer’s own risk, and accordingly (except as specifically provided in these Conditions) the Company shall not be liable for any such advice, recommendation or representation.
2.6 The Customer shall be responsible to the Company for ensuring the accuracy of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with these Conditions.
2.7 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company) but in either case shall be subject always to these Conditions. The Company shall be allowed a tolerance on Contract quantities as follows: Up to 2000 metres / kilos / pieces - plus or minus 10% on the Contract quantity Over 2000 metres/ kilos / pieces - plus or minus 5% on the Contract quantity.
2.8 Any typographical, clerical or other error or omission in any document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.9 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or other requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

3.1 The price of the Goods shall be the price quoted on the face of the Company’s sale note. Except as otherwise agreed in Writing between the Customer and the Company, all prices quoted by the Company are exclusive of any applicable value added tax or other sales tax, which shall be payable in addition to the price of the Goods.
3.2 The Company reserves the right, by giving Written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. The Customer accepts that the price and terms of payment are binding once delivery has taken place.

4.1 Subject to any Special Conditions, the Company may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, or at any time after the Company has notified the Customer that the Goods are ready for collection or delivery.
4.2 The Customer shall pay the price of the Goods before the due date for payment shown on the Company’s invoice and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. If any invoice is not paid in full by the Customer within one calendar month of the due date, then all other amounts outstanding become payable immediately.
4.3 Any default of payment entitles the Company, without limiting any other right or remedy available to the Company:
(i) to suspend or cancel an undelivered portion of any Contract at its option;
(ii) to decline to make further deliveries of any Goods to the Customer except upon receipt of cash or other security satisfactory to the Company; or
(iii) to appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer).
4.4 If any levy, excess, charge, tariff or duty be imposed or increased by any government or any other authority which affects the price of any Contract at any time during any relevant period of the Contract the amount thereof shall be added to the Contract price payment due in Manchester and paid by the Customers direct to the Company.
4.5 Interest will be charged on overdue accounts at 3% above the minimum lending rate of HSBC Bank PLC per four weeks. The Company understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if any invoice is not paid within one month of the due date.
4.6 The Customer may not withhold any payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Customer may have or allege to have for any reason whatsoever.
4.7 The Company shall be entitled at all times to set off any debt or claim of whatsoever nature which the Company may have against the Customer against any sums due from the Company to the Customer.
4.8 If the Customer becomes insolvent (unable to pay debts within the meaning of Section 123 of The Insolvency Act 1986 and/or subject to levying or the threat of execution or distress on any of the Customer’s property and/or the appointment of a receiver or administrative receiver over all or any part of the Customer’s property and/or a proposal for a voluntary arrangement or composition between the Customer and its creditors and/or the passing of a resolution for the voluntary winding up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction and/or the presentation of a petition for the breach of these Conditions and fails to remedy that breach or if the Company has given written notice to the Customer terminating the Customer’s power of sale), then all sums outstanding between the Customer and the Company shall become immediately payable and the Company shall be entitled to require payment in cleared funds in advance of further deliveries.

5.1 Unless otherwise agreed between the parties in Writing, delivery will take place when the Goods leave the Company’s premises whether carried by the Company or an independent carrier or when the Goods leave the premises of the Company’s suppliers when the Goods are delivered direct from suppliers.
5.2 Delivery dates are given in good faith but are estimates only. The time for delivery shall not be of the essence of the Contract. The Company shall not be liable for any damages whatsoever whether direct or indirect (including any liability to any third party) resulting from any delay in delivery of the Goods or failure to deliver the Goods in a reasonable time whether such delay or failure is caused by the Company’s negligence or otherwise.
5.3 All deliveries must be taken up by the date or dates stated in the Contract.
5.4 Carriage will be charged by the Company on all orders unless alternative arrangements appear on the face of the Company’s sale note.
5.5 Goods will be consigned by the most economical routes and for delivery during normal office hours. If other arrangements are made on the Customer’s instructions, any additional costs will be charged. Any charges additional to normal delivery charges are on account of the Customer.
5.6 Where the Goods are to be delivered within any specified period, the Company is at liberty to deliver any quantities at any time during the period at its discretion. Where the Goods are delivered in lots or instalments, this Contract shall be deemed and construed as a separate Contract in respect of each lot or instalment, and the rights and liabilities of the Company and the Customers respectively shall be the same as though a separate Contract has been made in respect of each lot or instalment. Delay in delivery or complaint about the first or any subsequent lot shall not entitle the Customers to reject the following deliveries or treat the Contract as a whole to be repudiated.
5.7 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may:
(i) store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
5.8 The Company is not responsible for delays or non-shipment due to compliance with or because of governmental direction, quota, embargo or order for any goods manufactured overseas.

6.1 All complaints and claims in respect of loss or damage to the Goods supplied shall be notified in Writing by the Customer to the Company within seven (7) days after delivery of the Goods to the Customer or to his agent, or after such loss or damage shall have come to notice of the Customer whichever shall be sooner. Any claim not so notified within such a time shall be deemed waived. Claims for non delivery should be made in Writing within seven days of the expected delivery date.
6.2 The amount of payment to the Customer (if any) or the action taken by the Company (if any) in respect of any such complaint or claim shall be entirely at the discretion of the Company.
6.3 The Company give no warranty whatsoever as to the fitness of the Goods for any particular purpose or market, which is a matter on which the Customers agree to satisfy themselves prior to their purchase.
6.4 No claims can be entertained in respect of Goods delivered unless made within one month of delivery. The Customer is deemed to have accepted the Goods as being in conformity with the Contract unless written notice is received by the Company within one month of delivery. The Company will not accept the return of Goods which have been accepted in this or any other way.
6.5 No claim can be entertained in respect of Goods delivered under this Contract after such Goods have finished, processed, cut up or dealt with in any way. In the event of any inferiority or variation to a standard being proved and before any cancellation is exercisable or any loss or allowance is claimable in lieu thereby the Company shall have the right to exchange the inferior Goods for others and adequate time must be allowed to enable them to do so.
6.6 No deductions shall be made from the Company's account unless and until the Company has been given a reasonable opportunity to examine the Goods forming the subject of any deduction and agree thereto by issue of a Credit Note in favour of the Customer.

7.1 Risk of loss of or damage to the Goods shall pass to the Customer:
(i) in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
(ii) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery to the relevant premises or, if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of the Contract between the Customers and the Company in respect of the Goods, until payment by the Customer in full of the price of the Goods and any other monies payable to the Company in respect of all Goods agreed to be sold by the Company to the Customers and (without prejudice to the generality of the foregoing) the Goods -
(i) the property in the Goods shall remain in the Company and the Customers shall hold the same as bailee for the Company;
(ii) the Customer shall insure the Goods against all normal commercial risks to their full replacement value with an insurance company of repute for the benefit of the Company and the Company shall be entitled to inspect and take copies of such insurance policy and the premium receipts for it upon giving the Customers 7 days notice;
(iii) the Customers shall keep the Goods separate from those of the Customers and third parties and properly stored and protected and shall ensure that they are at all times identifiable as the Company' property;
(iv) if any Goods to which title is retained by the Company are ‘mixed’ with or incorporated into any other property, or made into or incorporated into any other form or substance whatsoever by manufacturing or any other process then title to the resulting or final product shall belong to the Company and these provisions shall apply to that resulting or final product and the proceeds of sales thereof in the same way as they would apply to the original Goods supplied by the Company;
(v) the Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.
7.3 The Company or its authorised agent may enter the Customer’s premises (or any other premises at which the Goods are stored at that time) at any time to take possession of the Goods belonging to the Company in exercise of its rights under these provisions.
7.4 The provisions of this clause 7 above shall not prejudice the Company right to exercise any alternate remedy whatsoever in default of payments by the Customers or any other breach of contract.
7.5 Until such time as the property in the Goods passes to the Customers, the Customers shall be entitled to use or otherwise deal with the Goods in the ordinary course of their business provided that any monies received by the Customers, in respect of the Goods shall be held by the Customers in a fiduciary capacity on behalf of the Company and, if the Company shall by notice so require, the purchaser shall keep such monies in a separate account but without prejudice to the Company' right to trace the same if the Customers fail to keep such proceeds separate as mentioned above. The Company shall be entitled to inspect and take copies of the statements and other documents relating to any such account upon giving the Customers 7 days notice.
7.6 The Customers shall be deemed not to have paid the Company for Goods in the possession of the Customers at any time unless the Customers can prove that payment for such Goods have been received by the Company.

8.1 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to materially correspond with any specification (if any) shall (whether or not delivery is refused by the Customer) be notified to the Company within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.2 If the Goods are not in accordance with the Contract for any reason, the Customer’s remedy shall be limited to (at the sole option of the Company):
(i) the Company making good any shortage by replacing such Goods or replacing any defective Goods free of charge; or
(ii) the Company refunding to the Customer the price of the Goods (or a proportion or part of the price of the Goods); in which case, the Company shall have no further liability to the Customer.
8.3 Nothing in this Contract shall restrict or exclude liability of the Company for fraudulent misrepresentation or for death or personal injury caused by its negligence, or affect the statutory rights of a Customer dealing as a consumer.
8.4 Subject to clause 8.3, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express Conditions of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer.
8.5 In any event, the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

9.1 The Company shall be entitled to cancel the Contract or, at its discretion, suspend any further deliveries under the Contract (for such time not exceeding six (6) months) without liability to the Customer in the event that: 9.1.1 the Customer is in breach of any provision of a Contract;
9.1.2 the Customer makes a voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer; or
9.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or 9.1.4 the Customer ceases, or threatens to cease, to carry on business; or
9.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 In the event of a termination of the Contract, the price of any Goods which have been delivered but not paid for, shall become immediately due and payable by the Customer notwithstanding any previous agreement or arrangement to the contrary.

10.1 Neither party shall be liable for any delay or failure to carry out its obligations under the Contract caused by an event beyond the reasonable control of either party including a Force Majeure Event such as, without limitation, acts of God, terrorism, war, riot, strike, lock-out or other form of action but excluding lack of available funds.
10.2 All Contracts by the Company shall be governed and interpreted according to the laws of England and Wales and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
10.3 The waiver by the Company of any breach or default of these terms by the Customer shall not be construed as a continuing waiver of that breach not as a waiver of any subsequent breach of the same or any other term.
10.4 In any clause or sub-clause of these Conditions is held by a competent authority to be invalid or unenforceable the validity of the other clauses and sub-clauses of these Conditions shall not be affected and they shall remain in full force and effect.
10.5 The Company shall not be liable for any delay or failure to perform any of its obligations in relation of these Conditions and/or the Goods due to any cause beyond the Company’s reasonable control, including industrial action.
10.6 The Company may assign, novate or sub-contract all or any part of this Contract and the Customer shall be deemed to consent to the same. This Contract is personal to the Customer and it may not be assigned by the Customer.
10.7 A notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.8 Any dispute arising under or in connection with the Contract or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society for England and Wales.
10.9 Nothing in this Contract is intended to or will grant any rights to any third party to enforce any terms of the Contract whether express or implied.