Merton and Falcon Ltd - Pipe Manufacturers, London

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Terms of Trade
1. In these Terms of Trade Merton & Falcon Limited is referred to as "we" and the individual, firm, company or other party with whom we contract is called "the Customer".
2. All goods are supplied on the Terms set out below which supersede all previous Terms. They form part of our Price List and should be read in conjunction with it.
3. Any Terms or conditions of contract which the Customer may purport to impose shall form no part of the contract between ourselves and the Customer. None of our representatives has any authority to bind us or affect such contract or our relations in any way by any agreement or representations, whether oral or written, the terms of which might serve to conflict with, vary, or supplement these Terms.
4. We are under no obligation to accept the whole or any part of any order or to supply goods on credit. Any order from the Customer constitutes an offer to purchase each and all of the goods ordered from us on the basis of these Terms. Arrival of all or any part of the goods ordered at or outside the premises to which delivery is to be made, for the purposes of such delivery, constitutes our acceptance of the order for such goods. We reserve the right to close any Customer's account and to withhold further supplies of goods to any Customer.

RISK AND RETENTION OF TITLE
5. (a) The risk in the goods shall pass to the Customer upon delivery.
(b) Until full payment has been received by us for all goods whatsoever supplied at any time by us to the Customer
(i) property in the goods shall remain in us and the Customer shall hold them as our bailee and fiduciary agent;
(ii) the Customer shall keep the goods properly housed and protected and shall store them separately and in such a way that they can be readily identified as being our property and the Customer agrees that any goods of a brand manufactured or distributed by us shall be presumed to have been supplied by us unless the Customer can prove to the contrary;
(iii) the Customer must at its own expense insure and keep insured all goods which are our property against all the risks which a prudent trader in tobacco goods would insure against with a reputable insurance company and must, if we so request, cause our interest to be noted on the policy or policies of insurance which shall be made available to us for inspection;
(iv) the Customer may sell the goods in the ordinary course of business and on commercially reasonable terms.
(c) Where the goods are situated on a Third Party's premises the Customer shall oblige such Third Party to ensure that at all times the Customer is in compliance with its obligations under 5(bXii) above and to agree to permit us to enter upon the Third Party's premises and remove the goods should we have revoked the Customer's authority to sell them.
(d) We may at any time by written or oral notice revoke as to all or any goods not previously sold by the Customer the authority given to it under Clause 5(b)(iv). Upon such revocation the Customer shall hold such goods to our order, shall not dispose of them in any way without our consent and shall permit us to enter upon any premises where the goods are located and to recover the same.
(e) The proceeds of any goods disposed of with our consent after such revocation shall be transferred to us absolutely without any deduction whatsoever, the Customer having no interest in them or in any part of them, and until such transfer shall be held on trust for us as our absolute property. Such proceeds shall be kept separate from the Customer's own monies and from all other accounts (the Customer being required to open a separate account for receiving such proceeds of sale and to notify the Bank where the account is held of our interest in those proceeds of sale). When we have actually received payment for the goods so disposed of we shall credit the Customer's account with us with an amount to equal to such a payment, appropriating it in such manner as we choose.
(f) For the purpose of Clause 5(e) "proceeds" means money, right or other thing, tangible or intangible, received in exchange for the goods.

DELIVERY, LOSS AND DAMAGE
6. All the goods specified in the delivery note shall be deemed for all purposes to have been delivered in conformity with the contract unless the claims procedures set out below have been fully complied with:
(a) IN RELATION TO ANY CLAIMS FOR LOSS, PILFERAGE OR DAMAGE, VERBAL NOTICE OF SHORTAGE, NON-DELIVERY, DAMAGE OR PILFERAGE IS NOT ACCEPTABLE AND SHALL BE OF NO EFFECT FOR ANY PURPOSE.
(b) Claims for Loss.
If the goods are not received within fourteen days from the date of invoice immediate notification must be made IN WRITING to us.
(c) Claims for Pilferage or Damage.
(i) Please examine all packages, cases, etc. externally, IN THE DRIVER'S PRESENCE and ensure all seals, shrink film and joints are intact.
(ii) PACKAGES IN DAMAGED AND/OR PILFERED CONDITION.
When a consignment appears to have been damaged and/or tampered with, please sign the delivery sheet "DAMAGED" or "DAMAGED AND APPARENTLY PILFERED" as appropriate and DO NOT write "unexamined" as Carriers hold this to be a clear signature. Open immediately and if damage or pilferage is confirmed send full details IN WRITING to the Carrier and to us WITHOUT DELAY retaining all packing material, including carton(s), pending further instructions.
(iii) PACKAGES IN APPARENTLY PERFECT CONDITION.
Please give a clear signature. Unpack and check IMMEDIATELY notifying any shortages or damage to the Carrier IN WRITING as soon as the goods have been checked. Write at once to us as well, giving full details and retain all packing material, including carton(s), pending further instructions.
(d) The receipt given to the Carrier as proof of delivery MUST always state the number of packages received.
7. The Customer hereby constitutes us its Attorney for the purpose of bringing any claims against the Carrier or any other person in the name of the Customer or in our name and shall give us such assistance as we may require to pursue such a claim.

LIABILITY.
8. We shall not be liable for any loss or damage suffered by the Customer directly or indirectly by any delay or failure to make delivery of an order whether in whole or in part.