Terms & Conditions

Conditions of Sale (1985)


1. General
The acceptance of our tender includes the acceptance of the following terms and conditions which shall form part of the contract.

2. Tender Validity
Unless previously withdrawn, our tender is open for acceptance within the period stated therein or, when no period is stated, within thirty days only after this date.

3. Limits of Contract
Our tender includes only such goods, accessories and work as are specified therein.

4. Drawings, Illustrations and Dimensions
All specifications, drawings, particulars of weights and dimensions submitted with our tender, are approximate only.  The descriptions and illustrations contained in our price lists, catalogues and other advertisement matter, are merely intended to present a general idea of the goods described therein.  None of these shall form part of the contract.  After acceptance of our tender, on request, a set of certified outline drawings will be supplied free of charge.

5. Inspection and Tests
Our products are carefully inspected, where practicable they are submitted to our standard tests, at our works before despatch.  If tests other then those specified in our tender or tests in the presence of you or your representative are required, they will be charged for.  In the event of any delay on your part in attending such tests, or in carrying out any inspection required by you, after seven days notice that we are ready, the tests will proceed in your absence and will be deemed to have been made in your presence.

6. Commissioning
Unless specifically included in our tender, commissioning will be charged at our standard day rates.  Where commissioning is included, any delay due to your instructions or lack of instructions or failure to make proper provisions will be charged.

7. Performance
We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerances specified or agreed by us, in an agreed sum as liquidated damages.

If the performance figures obtained on any test provided for in the contract are outside the acceptance limits specified therein, you will be entitled to reject the goods.

Before you become entitled to claim liquidated damages or to reject the goods, we are to be given reasonable time and opportunity to rectify their performance.  If you become entitled to reject the goods we will repay you any sum paid by you to us on account of the contract price thereof and any sum that may have accrued due to you in respect of the delay in despatch under clause 8.0 "Liability for delay" up to the date of such rejection.

You assume responsibility that goods stipulated by you are sufficient and suitable for your purposes save in so far as your stipulations are in accordance with our advise.

8. Liability for delay
Any times quoted for despatch or delivery are to date, from receipt by us of a written order to proceed and of all neccesary information and drawings to enable us to put the work in hand.  The time for despatch or delivery shall be extended by a reasonable period if delay in despatch or delivery is caused by instructions or lack of instructions from you or by industrial dispute or by any cause beyond our reasonable control.

If a fixed time be quoted for despatch or delivery, and we fail to despatch or deliver within that time or within any extension thereof allowed by this clause, and if as a result you have suffered loss, we undertake to pay for each week or part of a week of delay, liquidated damages at the rate of one per cent up to a maximum of ten per cent of that portion of the price specified in the contract which is referable to such portion only of the contract goods as cannot in consequence of the delay be used commercially and effectively.  Such payment shall be in full satisfaction of our liability for delay.

Any time described as an estimate shall not be construed as a fixed time quoted for the purpose of this clause.

9. Force Majeure
The company shall not be liable to the Customer for any failure or delay in the performance of any of its obligation under the contract as a result of strikes, lockouts, trade disputes, breakdown of plant or any other cause whatsoever beyond the reasonable control of the Company.


10. Price
Prices are exclusive of VAT or any other tax.  Unless the price is specifically quoted as a fixed price then the contract price will be adjusted from date of tender to date of despatch in accordance with the BEAMA formula for contract price adjustment.

Not withstanding that the price may be quoted as a fixed price, in the event of variation or suspension of work by your instructions or lack of instructions the contract price shall be adjusted accordingly.

11. Delivery
If a delivery destination is quoted in our tender then, unless otherwise specified, the price quoted includes delivery by any method of transport at our option.  If no destination is specified then carriage costs will be charged in addition to the contract price.  Unless otherwise specified, we shall not be responsible for offloading.

12. Loss or Damage in Transit
When the price quoted includes delivery other than at our works, then we will repair or at our option replace free of charge goods lost or damaged in transit; provided that we are given written notification of such time as will enable us to comply with the carrier's conditions of carriage as affecting loss or damage in transit or, where delivery is made by our own transport, within three days of receipt by you of the goods.

13. Storage
If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after the date of notification that they are ready for despatch, you shall take delivery or arrange for storage.  If you do not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or demurrage shall be payable to you.

14. Defects after Delivery
We will make good, by repair or at our option by the supply of a replacement, effects which, under proper use, appear in the goods within a period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by you for which we have disclaimed responsibility in writing), materials or workmanship:  Provided always that defective parts have been returned to us if we shall have so required.  We shall refund the cost of carriage on such returned parts and the repaired or new parts will be delivered by us free of charge as provided in clause 11.0 "Delivery".

Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or

otherwise in respect of defects in goods delivered or for any injury (other than personal injury caused by our negligence as defined in section1 of the Unfair Contract Terms Act, 1977), damage or loss resulting from such defects or from any work done in connection therewith.

15. Terms of Payment

  1. Unless otherwise agreed, payment in full shall be due for goods on notification by us that they are ready for despatch.
  1. Where credit terms have been negotiated, payment in full shall be due for goods 30 days after notification by us that they are ready for despatch.
  1. Time of payment shall be the essence of the contract and we shall be entitled to charge interest at the rate of two and a half per cent above the base lending rate of our bankers current from time to time on all or any overdue accounts and we reserve the right to postpone fulfilment of our obligations or suspend work on this or any other contract until such overdue payment is made.

16. Credit Terms
  1. Credit terms may be negotiated by supplying us with 2 trade references and one bankers reference acceptable to us and confirmed to you in writing.
  1. In the event that you do not meet financial obligation by paying for goods supplied within the time prescribed or if in our unfettered judgement we consider your financial condition to be unsatisfactory, not withstanding any prior agreement, we reserve the right to cancel your credit account and required payment against notification that the goods are ready to despatch.

17. Risk and Title
  1. The risk in the goods shall pass to you on delivery but equitable and beneficial ownership shall remain with us until full payment has been received (each order being considered as a whole), or until prior resale, in which case our beneficial entitlement shall attach to the proceeds of resale or the claim for such proceeds.
  1. Should the goods become constituents of, or be converted into other products while subject to our rights expressed under 17 a) we shall have the equitable and beneficial ownership in such other products as if they were solely and simply the goods so supplied and sub-clause 17a) should apply to such other products so far as is appropriate.

18. Patents
We will indemnify you against any claim for infringement of Letters Patent, Registered Design, Trade Mark of Copyright (published at the date of the contract) by the use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any such action.  Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you to the use of such an article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us.  And provided also that this indemnity is conditional on your giving to us the earliest possible notice in writing of any claim being made or action threatened or brought against you on your permitting us at our own expense to conduct litigation that may ensure and all negotiations for a settlement of the claim.

You on your part warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark of Copyright in the execution or your order.

19. Liability for Accidents and Damage
If we, our agents or sub-contractors are on site for the purposes of the contract then, notwithstanding the provisions of Clause 14 we will indemnify you against direct damage or injury to your property or person or that of others occurring while we are working on site to the extent caused by negligence of our selves, our sub-contractors or agents, but not otherwise, by making good such damage to property or compensating personal injury. - Provided that

  1. Our total liability for damage to your property (including damage caused by our breach of contract, tort or breach of statutory duty) shall not exceed £1000,000.00 or the contract price, whichever sum is the greater, and -
  1. We shall not be liable to you for any loss of profit or of contracts or, save as aforesaid, for any loss or damage of any kind whatsoever and whether caused by our breach of contract, tort, breach of statutory duty or otherwise howsoever.

Save as provided in Clause 14, we shall not be liable for any damage or injury occurring after our completion of work on site.

20. Arbitration
If at any time any question, dispute of difference whatsoever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give to the other notice in writing of the existence of such question, dispute, or difference, and the same time shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within 30 days of receipt of such notice, of some person appointed by the President for the time being of the Institution of Electrical Engineers.

21. Legal Construction
Unless otherwise agreed in writing the contract shall in all respects be construed and operate as an English Contract and in conformity with English law.

22. Statutory and Other Regulations
If the cost to us of performing our obligations under the contract shall be increased or reduced by reason of the making of amendment after the date of tender of any law or of any order, regulation, or bye-law having the force of law that shall effect the performance of our obligations under the contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.

23. Health and Safety at Work Act, 1974
Equipment manufactured/supplied by Mertech when used in normal or prescribed applications will not cause any danger or hazard to health or safety if normal engineering practices are observed and they are handled or/used in such applications by trained/skilled persons.

24. Export Orders
For export orders the Company's General Terms and Conditions of Sale will apply with the following modifications.

Payment: The company reserves the right to arrange the method of payment on each specific transaction, which will normally be by confirmed and irrevocable letter of credit payable in London by an English Bank.  The price must be agreed and confirmed in writing before any order can be accepted.
Shipment:  Delivery F.O.B. any mainland British Port, Air Freight will be charged extra at cost.
Packing:  Packing material and cases will be charged at cost.

25. Specification
Mertech reseve the right to change any or all of the attached specifications and details without prior notice.