1. DEFINITION In these Terms and Conditions ("conditions") the following words shall have the following meanings: The “Buyer” shall mean the corporate entity firm or person seeking to purchase the Goods and/or Services from the Company; the “Company” shall mean Merchant Management Ltd; the “Contract” any contract or agreement for the provision of Goods or Services made between the Company and the Buyer; the “Goods” shall mean the products, articles or things to be sold by the company; the “Services” shall mean any services provided by the Company to the Buyer (whether or not the Buyer shall purchase Goods or not)

2. THE CONTRACT 2.1 These conditions shall be incorporated into each and every Contract made between the Company and the Buyer and (i) Shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer; and (ii) Shall not create any agency or partnership between the company and the Buyer or any third party; 2.2 No Variation or waiver of or addition to these conditions, whether written or oral, shall have effect unless and until authorised in writing by a senior manager of the Company. 2.3 Quotations, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat not an offer to provide Goods or Services. 2.4 Any order given in respect of a quotation must state the date, the reference of that quotation and if applicable, address for delivery.

3. TIME LIMITS Any time or date, quoted by the Company, for delivery or collection of all or any of the Goods or performance of any Service is an estimate only, and the Company shall not be liable for any failure to meet any such estimate, nor for loss, whether financial or otherwise, resulting directly or indirectly therefrom. Time is not and shall not be of the essence in relation to this condition.

4. PAYMENT All Goods must be paid for before collection by cash, credit card or cleared cheque.. Account buyers must settle their accounts in terms of their credit account agreement. The Company reserves the right to charge interest at the rate of 1.5% per month on any outstanding monies due.

5. COLLECTION AND DELIVERY

    5.1 Any time or date stated for delivery is given as an estimate only and shall not be of the essence.

    5.2 The manner of delivery shall be such as the Company in its sole discretion shall deem appropriate.

    5.3 If the Company is unable to effect delivery on arrival at the Buyers premises for any reason whatsoever an additional charge for any return or subsequent visit will be made.

    5.4 The Buyer agrees to accept delivery or to collect their Goods within 30 days of the date of their Order. If delivery is not accepted or collection not made within 30 days the Company will charge storage charges after 30 days at the rate of 5% per month of the value of the Goods not delivered or collected or £15 per month whichever is the greater. Charges will accrue daily until collection or delivery is made.

    5.5 In the event of any delay in delivery the company shall not be under any liability whatsoever to the Buyer. The expression “liability whatsoever” in these conditions shall mean all liability of any kind including without prejudice to generality of the foregoing liability in contract for negligence or under statute

    5.6 Buyers are advised to only commit to an installation schedule once the Goods have been received

    5.7 The Company shall be entitled to make partial deliveries or deliveries by instalments. Each instalment shall be a separate agreement to which all the provisions of these conditions shall apply.

    5.8 Buyers are under a duty to examine ALL Goods as no claims can be entertained unless the shortage or damage is noted on the delivery note at time of collection or delivery. The         Company shall be under no liability whatsoever for any defects that would be apparent on careful inspection.

    5.9 Signature of any delivery note by an agent, employee or representative of the Buyer shall be conclusive proof of delivery.

    5.10 Any claims for shortages or faulty Goods due to a defect which would not be apparent on careful examination on delivery should be addressed in writing to-: Merchant Management Ltd, 297 Munster Road, London, SW6 6BW.

   5.11 In all cases where defects or shortages are complained of the Company shall be under no liability to the Buyer in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the company by at least 48 hours notice in writing before any use is made thereof or any alteration or modification is made thereto by the buyer. The Company shall make good all defects or shortages in accordance with the terms of this condition but otherwise shall be under no liability whatsoever or howsoever arising whether by way of negligence or otherwise for such defects or shortages.

6. PRICE 6.1 Any price quoted by the company is based upon current price ruling as at the date appearing on the quotation, but the actual price charged to the buyer under the Contract shall be based upon such ruling price (less any discount in allowed by the company) current as at the date of invoice and shall include cost to the Company of any carriage, insurance and/or storage effected by it in connection with the Buyer’s order in accordance with the terns of this condition. The Company shall be entitled at any time up to the date of the invoice to vary the price quoted to the Buyer. 6.2 Unless otherwise expressly stated in writing, all prices are exclusive of, and therefore subject to, the addition of VAT.

7. CANCELLATIONS BY THE BUYER 7.1 Special orders cannot be cancelled and will be charged in full. (Special orders are deemed as non-stocked items). 7.2 A cancelation charge of 25% will be made on all non special order Goods to cover returns charges incurred by the company and administration costs.

8. RETURNS BY THE BUYER 8.1 Special orders cannot be returned and will be charged in full. (Special orders are defined as non-display items for sanitary orders. (Special orders are defined as non-stocked items for all other orders) 8.2 Without limitation to the above (condition 8.1) no return of the whole or part if any order, Whether it is an order by instalment or ‘otherwise’ by the Buyer is permitted except where agreed in writing by a manager of the Company 8.3 Goods once delivered may not be returned unless authorisation has been given as specified in condition (8.2) and provided that the following conditions are satisfied 8.3.1 Goods will only be accepted if they are in brand new and unused condition 8.3.2 Packaged items will only be accepted if the package remains unbroken and in resalable condition 8.3.3 Goods will only be accepted if returned within three weeks of the date of collection or delivery 8.3.4 In every case a restocking charge of 25% will be made 8.3.5 Refunds are handled centrally and not over the counters 8.3.6 In every case the invoice number and date together with reason must be stated 8.3.7 The Buyer will be responsible for return carriage costs

9. PROPERTY AND RISK 9.1 Legal and beneficial ownership of the Goods shall remain in the Company until full payment of the Goods has been made as well as any other sums due to the Company under any other Contract made with the Buyer hereafter or until the property is vested in some other person by the operation of statute. Until ownership passes the Buyer must keep the Goods free from any charge, lien or other encumbrance. 9.2 If while subject to the Company’s beneficial ownership the Goods 9.2.1 shall be so affixed to other goods (“The principle goods”) that they cannot be removed without causing material damage to the principle Goods or 9.2.2 are intermingled with other Goods in such a way that although both types of Goods retain there respective characteristics (if any) it is no longer possible to distinguish between them or 9.2.3 are mixed, processed or converted into other goods so that they loose there separate identity and either become part of entirely new goods or are used in the production of such entirely new Goods then the Buyer shall hold such goods as result from any usage of the Goods covered by (9.2.1, 9.2.2 and 9.2.3) above (“the mixed goods”) on trust for the Company as security for the payment in full for the Goods. 9.3 The Buyer (acting on its own account and not as agent of the Company) may sell or agree to sell any of the Goods or mixed goods in his possession in the routine course of trading and on normal trade terms notwithstanding that title has not then passed to him providing the Company has not required their return. 9.4 Where the Buyer re-sells the Goods or any of the mixed goods before full payment of the Goods has been made to the Company’s beneficial title shall attach to the proceeds of the sale (which expression in this clause includes any rights to or claim for such proceeds) and the proceeds of sale shall be charged to the Company as security for the payment in full for the Goods as well as any other sums due to the Company under such Contract made with the Buyer hereafter. 9.5 The Company may at any time and from time to time until title has passed in the Goods require them to be returned to him and if this requirement is not immediately complied with may retake possession of the Goods and may enter any premises of the Buyer for such purpose and sever the Goods from anything they are attached to without being responsible for any damage caused. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase Goods. 9.6 The Company may maintain an action for the price of the Goods sold notwithstanding the property in them may not have passed to the Buyer. 9.7 Unless otherwise stated in writing, the Goods shall be at the Buyer’s risk from the time at which delivery is deemed to take place under Condition 5 hereof. Any property of the Buyer’s left at the Company’s premises will be at the Buyer’s risk.

10. WARRANTY AND LIABILITY 10.1 The Company shall make good by reimbursement of the whole or part of the price (and where relevant as a deduction from any part of the price remaining unpaid) and for any expense of returning the Goods or at its option by repair or by replacement any defect developing under normal use of the Goods and due solely to faulty design (except where supplied by or on behalf of the Buyer), materials and/or workmanship, provided that 10.1.1 The Buyer shall be responsible for ensuring that Goods are fit for purpose for which he wishes to use them, and 10.1.2 The defect in question shall have appeared within 12 months after the Buyer has taken possession of the Goods or performance of Services completed and shall have been there upon promptly notified in writing to the Company; and 10.1.3 Any Goods alleged to be defective shall be stored in a safe place by the Buyer until the Company authorises their disposal in writing, and 10.1.4 Any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyer’s risk and expense to the Company’s works for inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design, materials and/or workmanship and; 10.1.5 No attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the Company the Goods in question shall have been returned to the Company for inspection and; 10.1.6 The Goods in question shall have been serviced and maintained properly and in accordance with the Company’s recommendation and shall not have been fitted with any parts, components and/or accessories other than those manufactured or recommended by the company. 10.2 The liability of the Company arising from all and any claims relating to any single Contract shall be limited to a maximum sum of 200 in total or such amount (less the costs of recovery incurred by the company) as the Company received for the manufacturer of the Goods giving rise to the claims from the Buyer, The Company’ shall not be liable for any claim or claims relating to any breach of warranty, express or implied, brought after twelve months of the date the contract was made. The liability of the Company is also subject to compliance by the Buyer with all the terms contained in this condition 10. Apart from such reimbursement, replacement or repair the Company, its employees and agents shall be under no liability to the Buyer or to any third party for any injury loss or damage of any kind whatsoever, howsoever and whatsoever arising or arisen, and whether direct or indirect,including without limitation any injury loss or damage arising out of and/or incidental to: 10.2.1 Any negligence of the Company and/or any of its employees and/or agents (Except insofar as such negligence may result in death or personal injury), and/or 10.2.2 The Company’s performance of and/or failure to perform and/or breach of any of its obligations, whether express or implied, under the Contract and/or otherwise, and/or 10.2.3 The supply, installation, repair and/or maintenance of any of the Goods, and/or 10.2.4 Any defect in any of the Goods, and/or 10.2.5 Any advice given and/or representation made by the Company or on its behalf in relation to the nature, quality, specification, design, performance, use and/or installation of any of the Goods. 10.2.6 Any performance of any Services, 10.3 The terms of this condition replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law, statute and/or otherwise, all of which shall accordingly be excluded to the extent allowed by law, and the Company shall, in relation to the Goods and Services, have no obligations to the Buyer, either arising by statute, or tort in Contract and whether arising out of any negligence of the Company and/or any of its employees and/or agents (and whether under the Contract or under any other Contract), other that the express obligations contained in these conditions or in any other document expressly incorporated in writing into the Contract according, it shall be for the Buyer to insure against any liability arising from the performance of the Services and from its use of the Goods. 10.4 Nothing In these conditions exclude or limit in any way the Company's liability for: 10.4.1 death or personal injury caused by the Company's negligence or the negligence of the Company's employees, agents or subcontractors; 10.4.2 fraud or fraudulent misrepresentation; 10.4.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 10.4.4 breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and 10.4.5 defective products under the Consumer Protection Act 1987.

11 THIRD PARTY CLAIMS The Buyer shall indemnify the Company in full against any liability whatsoever (including any liability based in the negligence of the Company and where the Buyer buys in the course of a business, any liability which the Company may incur, whether by court proceeding or by an out of court settlement, as a result of a claim against the Company under Part 1 of the Consumer Protection Act 1987 in respect of an alleged defect in the Goods, or arising as a result of any warranty given by the Buyer to any third whether such warranty is imposed by statute on or otherwise required of the Buyer) together with all and any taxation on any and every payment made by the Buyer pursuant to this indemnity which it may incur resulting from any claim made against the Company by any third party, including without limitation any employee or agent of the Buyer or any subsequent buyer or hirer or other bailee of the goods or any of the, arising or arisen directly or indirectly out of the performance and/or any non–performance and/or breach of the Contract and/or otherwise out of or connected with the manufacturer and/or supply of the Goods and without limitation any loss caused directly by Goods in transit or any of them or the provision of any Services.

12 PROPER LAW All Contracts made between the Company and the Buyer shall be governed by English Law and the Buyer shall submit to the jurisdiction of the English Courts.

13 NOTICES Any notice required to given in writing under the Contract shall be given by telex facsimile transmission or by first class post addressed to the registered office of the party for which it is intended.

14. FORCE MAJEURE The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control.

15. PHONE CALLS In the ordinary course of business we may record phone calls for business and training purposes.

16. THE TERMS AND CONDITIONS DO NOT AFFECT YOUR STATUTORY RIGHTS. DEC 2017