General Terms of Trade and Platform Terms

Capitalised terms have the meaning given in Schedule 1. A reference to a statute includes any amendment or re-enactment of it, and to a regulation includes the rules and delegated acts made under it.

Clause headings are for convenience only. "Including" and "includes" are not words of limitation. A reference to writing includes email and the transactional record generated by the platform.

A reference to a person includes a body corporate, an unincorporated association and a public authority. The singular includes the plural and vice versa.

Where a period is expressed in days, it means calendar days unless business days are stated. Time is not of the essence unless a provision so states.

A document incorporated by reference is incorporated in the version in force at the date the relevant Quotation is issued, or at the date of shipment where a carriage or insurance document applies.

These Terms govern the use of the platform at mercurius-trade.com and any application derived from it, and constitute the framework under which Mercurius Trade contracts each Transaction. Each Transaction is a separate contract of sale on these Terms as completed by its Order Schedule; no Transaction constitutes a framework agreement for future volumes.

In the event of conflict, the following order of precedence applies: (a) any bespoke agreement signed by both parties for a specific Transaction; (b) the Order Schedule for that Transaction; (c) the Quotation accepted; (d) these Terms; (e) the Schedules, in the order in which they appear; (f) the Incoterms 2020 rule selected in the Order Schedule.

These Terms take effect on the earlier of registration of an account and the issue of a Quotation, and continue until terminated under clause 23. They replace all previous terms of trade of Mercurius Trade, including the retail terms published in 2019.

No terms endorsed on a purchase order, supplier form or confirmation issued by the Customer apply, and sending such a document does not vary these Terms, whether or not Mercurius Trade objects to it.

For each Transaction Mercurius Trade acts as principal: as buyer of record towards the Supplier, and as seller of record towards the Customer. The Customer acquires the goods from Mercurius Trade and not from the Supplier, and holds a single counterparty for supply, carriage, insurance, customs and documentation.

Mercurius Trade is not a marketplace operator, disclosed or undisclosed agent, commission agent or broker of the Customer or of the Supplier, save where an Order Schedule expressly records an agency appointment for a specific Transaction.

The Customer acknowledges that Mercurius Trade procures goods from third-party Suppliers, arranges carriage and insurance through third-party providers, and does not manufacture, store or inspect goods except as expressly stated in clause 11.

Nothing in this clause prevents Mercurius Trade from subcontracting the performance of any obligation in accordance with clause 26.

An account requires accurate company identification, registered address, tax identification number, Ultimate Beneficial Owner information where requested, delivery addresses and authorised users. The Customer shall keep this information complete and current and shall notify any change within 5 business days.

The Customer is responsible for every instruction, Quotation acceptance, approval and payment made through its account or by its authorised users, whether or not the individual was in fact authorised internally.

The Customer shall maintain the confidentiality of credentials, apply multi-factor authentication where offered, and notify Mercurius Trade without delay of any unauthorised access, credential compromise or suspected fraud.

Mercurius Trade may refuse registration, decline to activate an account where verification under clause 12 is not satisfied, and suspend access under clause 23. Any information the Customer provides may be verified against public registers and third-party sources in accordance with clause 18.

A Request for Quotation is an invitation to treat. It does not bind the Customer to purchase, does not bind Mercurius Trade to quote, and does not constitute an offer capable of acceptance.

The Customer is responsible for the accuracy and completeness of the specification, quantity, standard, certification requirements, destination, Incoterm and required date. Mercurius Trade is entitled to rely on them without independent verification for the purpose of pricing.

Mercurius Trade may decline a Request for Quotation in whole or in part where supply cannot be verified, where capacity, certification or freight is not available for the required date, where the destination or the goods are subject to a restriction under clause 15, or where the requested terms are not commercially executable.

A Quotation is issued subject to availability of goods and freight and remains open for the period stated in it or, if none is stated, for 15 days. A Quotation may be withdrawn before acceptance where the underlying cost, freight rate, duty, exchange rate or regulatory position changes materially.

A Quotation is confidential to the Customer, may not be disclosed to a third party, and states the delivered price for the Incoterm selected together with the milestone structure applicable to the Transaction.

The commercial terms of each Transaction are recorded in an Order Schedule in the form of Schedule 2, issued by Mercurius Trade and confirmed by the Customer through the platform or in writing. On confirmation, the Order Schedule incorporates these Terms and constitutes the contract of sale for that Transaction.

The Order Schedule operates as the variable layer of these Terms: goods and specification, quantity and unit, price and currency, Incoterm and named place, destination and delivery window, payment milestones and security, inspection regime, applicable certification, governing forum if different, and any Transaction-specific special condition.

Where a field of the Order Schedule is left blank, the default in Schedule 2 applies. Where a default is expressed as a range, Mercurius Trade shall notify the applicable value in the Quotation, and that value forms part of the Order Schedule.

No amendment to an Order Schedule is effective unless recorded in a new version issued through the platform or signed by both parties. Amendments requested after confirmation are subject to Supplier and carrier acceptance, may adjust price and delivery window, and take effect only when the amended Order Schedule is confirmed.

A Transaction may be structured as a single shipment or as several call-offs. Where call-offs are agreed, each call-off is performed under the Order Schedule of the Transaction, and quantities not called off within the stated period may be invoiced or cancelled in accordance with the special conditions.

Termination of these Terms does not affect a Transaction already confirmed, which continues to be performed under the version of these Terms applicable at its confirmation date.

The price payable is the delivered price stated in the Order Schedule for the Incoterm selected, in the currency stated. Its construction is set out in Schedule 3 and the constituent amounts are confidential under clause 17.

Unless the Quotation states otherwise, prices exclude value added tax, goods and services tax, withholding tax and any other impost, which are payable in addition by the party liable for them under applicable law. Where a deduction or withholding is required, the Customer shall increase the payment so that Mercurius Trade receives the amount it would have received absent the deduction, and shall provide evidence of the remittance.

Prices are fixed for the validity period of the Quotation and, once a Transaction is confirmed, for the delivery window stated. Mercurius Trade may adjust the price by written notice where, after confirmation and before shipment, there is a material change in: (a) freight, bunker, war-risk or insurance rates; (b) applicable customs duty, tax or trade measure; (c) the exchange rate between the currency of the Transaction and the currency of the underlying cost by more than 3 per cent; or (d) a mandatory change in specification, standard or certification.

Where an adjustment under clause 7.3 exceeds 5 per cent of the price, the Customer may cancel the affected Transaction in whole or in part by notice within 5 business days of the adjustment notice, without liability other than for costs already irrevocably incurred and evidenced, and any deposit paid is refunded net of those costs.

Catalogue indications, indicative prices and automated estimates displayed on the platform are not offers and do not form part of any Order Schedule.

The fees of Mercurius Trade comprise, as applicable to a Transaction, a platform service fee, a supplier commission, a logistics and freight management charge, an insurance arrangement charge, a customs and documentation charge, and any third-party disbursement. The fee types applied are recorded in the Order Schedule and itemised in the platform per Transaction.

Fees are earned on confirmation of the Order Schedule, save for those calculated on a disbursement basis which are earned when the underlying cost is incurred. Third-party disbursements are passed through at cost, without mark-up, unless the Order Schedule states a fixed amount.

The platform record of itemised fees is presumed accurate unless the Customer objects in writing within 30 days of the fee being recorded, identifying the item and the ground of objection. On objection the parties shall reconcile the item within 15 business days, and undisputed items remain payable when due.

Mercurius Trade shall provide, on request and no more than once per quarter, a reconciliation statement for a Transaction showing amounts invoiced, received, applied to milestones and settled, and shall correct any error by credit note or supplementary invoice.

Payment follows the milestone structure in the Order Schedule, applying the defaults in Schedule 4 where it is silent. Each milestone is invoiced when it falls due and is payable within 5 business days of the invoice date unless the Order Schedule states otherwise.

Payment is made by bank transfer to the account designated in writing by Mercurius Trade, or through a payment service provider authorised for the Transaction. Mercurius Trade shall not change bank details except by signed written notice confirmed through a known contact, and the Customer may not treat an email alone as authority to redirect payment.

Payments are applied to the milestone and Transaction identified at the time of payment. Where the Customer does not identify them, Mercurius Trade may apply them to the oldest undisputed invoice.

Funds are not held in escrow, on trust or as stakeholder for either party unless the Order Schedule expressly states that an escrow or escrow-like arrangement applies to that Transaction. Where such an arrangement applies, the escrow provider's terms govern the release of funds.

Mercurius Trade may, before performance and at any time where its exposure increases, require a deposit, a parent company guarantee, a standby letter of credit, credit insurance or a documentary letter of credit confirmed by a first-class bank. Performance obligations are suspended until the required security is provided.

The Customer shall pay without set-off, counterclaim, deduction or withholding, except for a sum accepted in writing by Mercurius Trade or determined by a final award. Bank charges on the sending side are for the Customer's account.

Overdue amounts bear interest at 1.5 per cent per month, accruing daily from the due date until payment, or at the maximum rate permitted by the applicable law if lower, together with reasonable recovery costs. Interest accrues after as well as before judgment.

Every Transaction is performed under an Incoterms 2020 rule selected in the Order Schedule, followed by the named place. Schedule 5 allocates obligations, cost and risk for the rules supported by the platform. Where a rule requires the seller to contract for carriage or insurance, Mercurius Trade shall do so on usual terms for the trade and the route.

Risk in the goods passes at the point determined by the selected rule. Title to the goods passes to the Customer only on payment in full of the price of the Transaction, irrespective of the point at which risk passes; until then the Customer holds the goods as bailee, separately identified, stored with reasonable care and insured to their full value.

Where the Customer fails to take delivery, or to give sufficient delivery instructions, risk passes on the date the goods are made available and Mercurius Trade may store them at the Customer's cost, insure them and, after 30 days' notice, sell them and account for the net proceeds against the price and accrued charges.

Where the Order Schedule includes cargo insurance, cover is arranged for 110 per cent of the price on Institute Cargo Clauses (A) or the conditions stated in the Order Schedule, for the leg and duration stated. Extended cover, higher sums insured, named-perils exclusions, or cover for a sanctioned destination require written agreement before shipment.

The Customer shall comply with the delivery requirements of the selected rule, including nomination of a carrier or place where the rule so requires, and shall bear any cost arising from non-compliance, including demurrage, detention, storage and re-delivery.

Mercurius Trade shall procure that the Supplier performs in accordance with the specification and the delivery window in the Order Schedule, and that the document set required by Schedule 5 for the selected rule is issued in a form acceptable to the competent authorities at destination.

Where the Order Schedule provides for pre-shipment inspection, inspection is carried out by an independent inspection body appointed by agreement, and the goods are shipped on a positive inspection report. Where the report identifies non-conformity, Mercurius Trade may require rectification, replacement or cancellation of the affected quantity, and the delivery window is extended accordingly.

The Customer shall inspect the goods on arrival and shall record any visible damage, shortage or discrepancy on the delivery document. Visible loss or damage and any documentation discrepancy shall be notified within 72 hours; latent defect, quality or specification claims shall be notified within 15 days of arrival, or within the shorter period imposed by the carrier or insurer, supported by survey, laboratory or photographic evidence, with the goods preserved for inspection.

Where a claim is accepted, Mercurius Trade may at its option repair, replace, credit or refund the affected goods. The Customer shall mitigate its loss and shall not dispose of the goods before Mercurius Trade has had a reasonable opportunity to examine them or has agreed in writing to disposal.

Mercurius Trade is not liable for non-conformity arising from a specification, design, drawing or instruction supplied by the Customer, from normal wear and tear, from misuse, incorrect storage, handling or installation after risk has passed, or from compliance with a mandatory standard of the destination country that was not notified under clause 16.

Time limits in clause 11.3 do not apply where the defect was concealed by the Supplier or could not reasonably have been discovered on inspection; in that case the claim may be brought within the limitation period applicable under clause 30, subject to the cap in clause 22.

Suppliers register company data, production capacity, certifications, origin and net cost, and submit goods for review. Goods are published, and used in a Transaction, only after verification of the documents requested by Mercurius Trade, which may include commercial registration, beneficial ownership, factory audit, product certification, laboratory testing, bank verification and reference checks.

Each Supplier represents and warrants that it has the capacity and lawful right to supply, that goods conform to the declared specification, origin and customs classification, that it holds and maintains the certifications it declares, that it complies with applicable labour, environmental and product safety law, and that it complies with clause 15.

Verification is a documentary and risk-based control. It is not a warranty of the Supplier's future performance, solvency, continuous conformity or absence of latent defect, and it does not operate to transfer any obligation of the Supplier to Mercurius Trade or to the Customer.

Supplier settlement follows the purchase terms agreed with the Supplier and is released against production, inspection and shipment milestones. The Supplier's net cost, and the identity of the Supplier where the Customer has no operational need for it, are confidential under clause 17.

A Supplier may not solicit or deal with a Customer introduced to it through the platform, directly or indirectly, during the relationship and for 24 months after its end, except with the prior written consent of Mercurius Trade, and shall pay a sum equal to the fee it would have incurred on the diverted volume as a liquidated debt.

The platform applies automated and AI-assisted functions to interpret requests, match suppliers, extract product data from catalogues, spreadsheets and documents, compute indicative pricing, classify goods, populate draft contracts and answer questions in the in-app assistant.

Such output is assistance only. It is not a statement of fact, a warranty, a professional opinion or a customs or legal determination, and shall not be relied upon as final. Specifications, HS classifications, origins, lead times, certifications and prices must be confirmed in the Quotation and the Order Schedule before a Transaction is contracted.

The Customer remains solely responsible for the information it uploads or describes, for the review of every document before approval, and for the commercial decision to contract. A human authorisation is required at each approval step; an automated recommendation does not constitute that authorisation.

Where an automated function produces an output that is manifestly erroneous and the error is evident on the face of the output, the Customer shall notify Mercurius Trade and shall not act on it. Each party shall notify the other of any incident that materially affects the integrity of an output.

Mercurius Trade does not use the Customer's Confidential Information to train models that are made available to third parties, and processes prompts and documents in accordance with clause 18 and the privacy policy.

The platform makes available contract templates for several jurisdictions, recording the governing law, the dispute forum, the language and the review status of each template, together with a review and approval workflow between Customer, Supplier and Mercurius Trade, version history and a record of decisions and comments.

Templates and the contracts generated from them are commercial drafting instruments. They are not legal advice, no lawyer-client relationship arises from their use, and each party is responsible for obtaining advice on the law applicable to it and for negotiating terms suitable to its own risk position.

When a party requests changes, a new version is opened and the approvals of both commercial parties restart. The version recorded as approved in the platform is the operative version; earlier versions are superseded and retained for evidence only.

Platform records of Quotations, Order Schedules, approvals, versions, timestamps and comments are maintained as business records and, in the absence of manifest error, constitute evidence of the matters recorded. The Customer shall not alter or attempt to alter such records.

The portal does not provide a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 or an equivalent regime. Where a signature is required by applicable law, by a bank, by a customs authority or by the parties, the contract shall be signed outside the platform by a person with authority, and the signed instrument prevails over the platform record for that purpose.

Each party shall comply with the sanctions, export control, anti-money laundering and counter-terrorist financing regimes applicable to it, including those of the United Nations, the United Kingdom, the European Union, the United States and the jurisdiction of destination, and with the Bribery Act 2010.

No party shall be required to perform, and no performance shall be due, where performance would breach a sanction, an export licence condition, a denial order or a mandatory trade measure. Mercurius Trade may suspend or cancel a Transaction, without liability, where a party, a beneficial owner, a Supplier, a carrier or a destination becomes subject to a designation or restriction, and shall refund amounts paid for performance not rendered.

The Customer warrants that the goods are not destined for a restricted end-use, including military, nuclear, chemical or biological weapons programmes, and that it will not re-export them in breach of applicable control lists. Mercurius Trade may require an end-user statement, an import licence or a certificate of non-restricted use as a condition of shipment.

Each party shall maintain adequate procedures to prevent bribery, shall not offer or accept an improper advantage in connection with a Transaction, and shall notify the other promptly of any allegation concerning the performance of a Transaction.

Mercurius Trade maintains a statement on modern slavery consistent with section 54 of the Modern Slavery Act 2015 and shall make it available on request. Suppliers warrant that no forced, child or trafficked labour is used in the production of the goods.

The Customer is responsible for import permits, licences, product registration, labelling, marking, language requirements and market surveillance obligations in the destination country, and for notifying Mercurius Trade of any mandatory destination standard before the Quotation is issued.

Where an Order Schedule is issued on a delivered-duty basis, Mercurius Trade acts as importer of record or appoints a customs representative, and the Customer shall provide complete and accurate information, including classification, valuation and origin data, required for entry.

The Customer shall indemnify Mercurius Trade against any liability, duty, penalty, storage or demurrage cost arising from inaccurate or incomplete information supplied by it, from its failure to obtain a permit, or from goods not meeting a destination requirement that it did not notify under clause 16.1.

The Customer is liable for taxes on its own acquisition of the goods and for any reverse-charge or withholding obligation applicable to it.

Confidential Information means commercial terms, prices, Supplier identities and net costs, the composition of margins, volumes, forecasts, specifications, drawings, technical data, contract drafts, and any information marked or reasonably understood as confidential, in any form.

Each party shall use the other's Confidential Information only to perform the Transactions, shall disclose it only to those of its personnel, professional advisers, insurers and financiers who need it and are bound by equivalent obligations, and shall protect it with at least reasonable care.

These obligations do not apply to information that is public other than through breach, was lawfully held before disclosure, is received from a third party without restriction, or is independently developed. Disclosure required by law, by a regulator, by a court or by the rules of an exchange is permitted after notice, where lawful, and limited to what is required.

Confidentiality obligations subsist during the relationship and for 5 years after its end, and for so long as a trade secret remains a trade secret.

Each party shall comply with the UK GDPR, the Data Protection Act 2018, the EU GDPR where applicable, and the data protection law of the jurisdictions in which it operates.

Where Mercurius Trade processes personal data on behalf of the Customer, it acts as processor and the terms of Schedule 6 apply. Where it determines the purposes and means of processing, including account administration, verification, fraud prevention and marketing, it acts as controller and processes the data as described in the privacy policy published on the platform.

The Customer warrants that it has a lawful basis for the personal data it provides, including data of its own personnel and contacts, and that it has given the notices required by applicable law.

International transfers of personal data are made under an appropriate transfer mechanism, including the UK International Data Transfer Addendum, the EU Standard Contractual Clauses or an adequacy decision, as recorded in Schedule 6.

Mercurius Trade shall notify the Customer without undue delay on becoming aware of a personal data breach affecting data processed on its behalf, and shall provide the information reasonably required for the Customer to meet its own notification obligations.

All intellectual property rights in the platform, its software, structure, catalogue, product data compiled by Mercurius Trade, texts other than Customer content, images, templates, trade marks and the Mercurius Trade name and logo are owned by Mercurius Trade or its licensors. No right is granted other than a limited, revocable, non-exclusive licence to use the platform for the purpose of contracting and performing Transactions.

The Customer shall not reproduce, extract, reuse, scrape, crawl, frame, mirror or create a derivative of the catalogue or the platform, nor use automated means to obtain data beyond the functions made available to it, nor reverse engineer any part of the platform except as permitted by law.

The Customer and the Supplier grant Mercurius Trade a non-exclusive, worldwide, royalty-free licence to use the product data, images, documents and marks they upload for verification, publication, marketing, contract generation and performance of Transactions, for the duration of the relationship.

The Customer retains ownership of the data it uploads and warrants that it has the right to upload it and that its use does not infringe the rights of a third party. The Customer shall indemnify Mercurius Trade against any claim arising from that data.

Mercurius Trade warrants that: (a) it has the right to sell the goods it contracts to supply; (b) goods will conform in all material respects to the specification in the Order Schedule at the point risk passes; (c) goods will be free from material defect in workmanship and materials for 12 months from arrival, or for the manufacturer's warranty period where longer; (d) services will be performed with reasonable skill and care by competent personnel; and (e) it will comply with the laws applicable to its own performance.

The Customer warrants that: (a) it is duly incorporated and has authority to contract; (b) the information it supplies is accurate and complete; (c) it will comply with clause 15 and clause 16; and (d) it has the financial capacity to pay each milestone when due.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute, common law, trade usage or course of dealing are excluded, including any implied warranty of merchantability, fitness for a particular purpose or correspondence with description.

Remedies for breach of the warranties in clause 20.1 are those set out in clause 11.4, and the Customer shall not reject goods for a non-conformity that is de minimis or capable of remedy without material inconvenience.

The Customer shall indemnify Mercurius Trade against all losses, duties, penalties, storage, demurrage, legal costs and expenses arising from: a breach of clause 15 or clause 16; inaccurate classification, valuation or origin data supplied by it; a specification it supplied; or a claim by a third party relating to goods it has re-sold or modified.

Mercurius Trade shall indemnify the Customer against direct losses arising from a claim that the goods, as supplied by Mercurius Trade and used in accordance with the Order Schedule, infringe the intellectual property rights of a third party in the jurisdiction of delivery, provided the Customer notifies the claim promptly, does not settle it without consent, and allows Mercurius Trade to conduct the defence.

A party seeking indemnification shall mitigate its loss, provide the information and assistance reasonably required, and shall not admit liability. Indemnity payments are subject to clause 22 and are reduced by any amount recovered under insurance or from a third party.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or deliberate breach, for breach of clause 17 or clause 15 where liability cannot lawfully be limited, or for any other liability that cannot be excluded or limited by the applicable law.

Subject to clause 22.1, neither party is liable for loss of profit, loss of revenue, loss of business or opportunity, loss of goodwill, loss of anticipated savings, loss or corruption of data, business interruption, or any indirect or consequential loss, whether arising in contract, tort including negligence, statute or otherwise.

Subject to clause 22.1, the total liability of Mercurius Trade arising out of or in connection with a Transaction, whether in contract, tort, statute or otherwise, shall not exceed the greater of the price of that Transaction and the amount recovered by Mercurius Trade under the insurance arranged for it.

Subject to clause 22.1, the total liability of Mercurius Trade arising from use of the platform and not referable to a specific Transaction shall not exceed the fees paid by the Customer to Mercurius Trade in the 12 months preceding the event giving rise to the claim.

Subject to clause 22.1, the aggregate liability of Mercurius Trade under these Terms in any period of 12 months shall not exceed 125 per cent of the total price of the Transactions performed in that period.

The caps in clauses 22.3 to 22.5 do not apply to liability under clause 21.1, to a liability that is uninsurable at commercially reasonable rates, or to a breach of clause 15 by a party.

The Customer is responsible for the destination regulatory position of goods it resells, for its own product liability towards its customers, and for maintaining product liability insurance adequate to its exposure.

These Terms commence on the date stated in clause 2.3 and continue until terminated by either party on 30 days' written notice, or immediately as provided below. Termination does not affect Transactions already confirmed.

Either party may terminate immediately by notice where the other commits a material breach that is not remedied within 15 days of notice requiring remedy, becomes insolvent, enters administration, liquidation or an equivalent procedure, or ceases to carry on business.

Mercurius Trade may suspend access, performance of a Transaction or release of documents, without liability, where payment is overdue; verification under clause 12 fails; a sanction or trade restriction applies under clause 15; a required security is not provided; or continued performance would expose Mercurius Trade to legal, regulatory, reputational or financial risk. Suspension does not relieve the Customer of payment obligations for work performed and costs incurred.

On termination, amounts accrued and payable become immediately due, each party shall return or destroy the other's Confidential Information on request, and the Customer shall cease use of the platform. Clauses 8, 10.2, 17, 18, 19, 21, 22, 26, 28 and 30 survive.

Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, epidemic, war, armed conflict, terrorism, civil unrest, strike or lock-out, failure of a public utility or of a telecommunications or cloud provider, port closure, blockade, embargo, new trade restriction, or an act of a public authority.

The affected party shall notify the other within 5 business days, describing the event and its expected effect, and shall use reasonable endeavours to mitigate it. Performance of the affected obligation is suspended for the duration of the event, and the delivery window is extended accordingly.

If the event continues for more than 60 days, either party may cancel the affected Transaction by notice, and any deposit or prepayment is refunded for performance not rendered, net of costs irrevocably incurred and documented. A rise in cost alone is not force majeure, and clause 7.3 governs price adjustment.

A notice under these Terms shall be in writing in English and sent by email to the address recorded in the account, through the messaging function of the platform, or by courier to the registered or operational address of the recipient.

A notice is deemed received: if by email, on the next business day after sending where no delivery failure is reported; if through the platform, on the next business day after it appears in the account; if by courier, on delivery as evidenced by the courier record.

A notice of breach, termination, price adjustment or dispute must also be sent by courier, and the parties shall keep the contact details in clause 25.1 current. Clause 9.2 governs changes of bank details.

The Customer shall not assign, transfer, novate or grant security over its rights under these Terms, in whole or in part, without the prior written consent of Mercurius Trade.

Mercurius Trade may subcontract performance to a Supplier, carrier, insurer, customs agent, inspection body or logistics provider, and may assign its rights to an Affiliate or to a successor of its business, on notice to the Customer. Mercurius Trade remains responsible for the performance of its subcontractors as if performed by it, subject to clause 22.

A change of control of the Customer requires notice within 15 days. Mercurius Trade may terminate on 15 days' notice where the change of control would result in a breach of clause 15.

Nothing in these Terms creates a partnership, joint venture, employment or fiduciary relationship, or authorises either party to act as agent of the other or to make a representation on its behalf.

A person who is not a party to these Terms has no right to enforce any provision of them, and the Contracts (Rights of Third Parties) Act 1999 is excluded to the fullest extent permitted by law.

The Order Schedule and these Terms constitute the entire agreement between the parties for the Transaction to which they relate and supersede all previous discussions, correspondence, quotations and representations, save that nothing in this clause excludes liability for fraudulent misrepresentation.

No variation of these Terms is effective unless published in a new version under clause 2.3 and 18, or agreed in writing by an authorised representative of each party. No variation of an Order Schedule is effective except under clause 6.4.

A waiver of a right is effective only if given in writing, applies only to the instance in respect of which it is given, and does not waive a subsequent breach. A failure or delay in exercising a right is not a waiver.

If a provision is found invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions continue in full force. If modification is not possible, the provision is severed and the rest of the agreement survives.

These Terms may be executed and confirmed in counterparts, including through the platform and by electronic record, each of which is an original and all of which together constitute one instrument.

These Terms are published in English and any translation is for convenience only; the English version prevails. The Order Schedule and its special conditions shall be in English.

These Terms and any Transaction are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales, save that: (a) either party may seek interim or injunctive relief in any competent court; (b) where an Order Schedule elects arbitration, disputes are finally resolved by arbitration under the LCIA Rules seated in London, in English, before three arbitrators; and (c) where a Transaction contract names another governing law or forum under clause 2.2(a), that provision prevails for that Transaction.

Before commencing proceedings, the parties shall attempt in good faith to resolve the dispute through their respective trade desk contacts for 30 days from written notice of dispute, and may agree to refer a technical or quality dispute to expert determination, whose decision is final on the technical question only.

Legal proceedings may be commenced after the period in clause 30.2, or earlier where a limitation period is close to expiry, where interim relief is required, or where the other party is insolvent.

The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms and to every Transaction.