1.1. The “Seller” means Apex Presentation
1.2. The “Buyer” is the person or company buying the
goods under these terms and conditions.
1.3. The “Goods” means the goods which are to be sold under a contract of sale between the Seller and the Buyer.
1.4. The “Customer” means any person or company buying any of the goods from the Buyer.
2 FORMATION OF CONTRACT
2.1 These Conditions apply to all contracts between the Seller and the Buyer to the exclusion of all other terms and conditions.
2.2 All orders shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions. Acceptance of goods at delivery shall be deemed conclusive evidence of acceptance of these conditions.
2.3 No addition or variation of these conditions shall be binding on the Seller unless expressly agreed to in writing and signed by a director of the Seller on it’s behalf. No other agent or representative of the Seller has any authority to vary or omit these conditions.
3.1 Prices invoiced will be those ruling at the date of despatch of the goods.
3.2 Subject to Clause 3.1 all prices are subject to change without notice.
3.3 Quotations: All quotations and tenders given by the Company shall not be binding until the Company has communicated it’s written acceptance to the buyer.
4 VALUE ADDED TAX
4.1 All prices are quoted exclusive of value added tax which will be charged at the rate in force at the time of despatch of the goods.
5 TERMS OF PAYMENT
5.1 Payment shall be made in full, without set-off or counter claim strictly 30 days date of invoice. In respect of non-account customer’s pro-forma invoice will be rendered prior to delivery and payment will be due against such invoices.
5.2 In the event of non-payment of any sum due to the seller by the due date, all sums owing to the Seller by the Buyer shall become due.
5.3 The Seller reserves the right to charge interest on unpaid invoices and any other sums due to the Seller and outstanding at a daily rate of 4% per annum above the base rate of Bank of England from the date when payment becomes due until the date when payment is made and interest will accrue after as well as before judgement. The Buyer will reimburse the Seller for all costs and expenses (including legal costs on an indemnity basis) incurred in the collection of any overdue amount.
5.4 Without prejudice to any other rights which the Seller may have in the event of non-payment of any sums outstanding on the due date, the Seller shall have the right to cease supplying other goods ordered by the Buyer from the Seller under this contract or any other.
6.1 Time and dates quoted for delivery are estimates only and the time for delivery of the goods shall not be of the essence.
6.2 Where delivery is made by instalments, delay in delivering one or more instalments shall not entitle the Buyer to refuse to accept any remaining instalments.
6.3 The Buyer shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery.
6.4 Delivery takes place when the goods are delivered to the ground floor entrance of the building of the Buyer’s premises unless the Buyer has given the Seller special instructions as to carriage or delivery at the time of placing the order and these have been agreed to by the Seller, in which case, delivery shall take place when the goods are delivered to the order of the Buyer. Any change of delivery address or instructions must be notified in writing.
6.5 The Seller shall not be liable in any way for any losses, damages or expenses (whether direct, indirect or consequential) suffered by the Buyer due to any delay of failure in delivering the goods. It is the buyer’s responsibility to make suitable provision for delivery of any goods in accordance with the seller’s stated delivery period.
6.6 Save where Clause 11.1 applies and without prejudice to any other rights which the Seller may have, where the Buyer does not accept delivery of the goods, for any reason, a transport and administration charge equal to 20% of the nett order value or a minimum of £40.00 shall be payable by the Buyer to the Seller. In respect of bespoke or non-stock Goods the full invoice price will be payable.
7 SHORT DELIVERY/WRONG PRODUCT DELIVERED/NON-DELIVERY
7.1 No claims for shortage or incorrect delivery made by the seller can be entertained unless the seller is notified within 7 days in writing. In the absence of such notification the buyer will be deemed to have accepted the goods and payment in full will become due in accordance with the terms of clause 5.
7.2 No claims for non-delivery shall be made unless the Seller is notified in writing within 28 days of the date of the invoice. In the absence of such notification, the Seller shall be deemed to have delivered the goods and payment in full becomes due in accordance with Clause 5.
8 DAMAGE IN TRANSIT
8.1 Goods damaged in transit must be reported to the Seller within 24 hours unless signed for as Damaged on Receipt in which case the damage must be reported within 28 days. Any damaged goods must be retained (including wrappings,cartons,etc.) for inspection.
8.2 In the event that the delivery note was signed but not marked “damaged on receipt” the Seller cannot be held responsible for damage in transit.
9 RETURN OF GOODS
9.1 Goods cannot be accepted for return without the prior consent of the Seller; which will be given at the sellers discretion. Subject to clause 11.1,customized or non stock good shall not under any circumstances be accepted for return. For the avoidance of doubt non stock goods are depicted in our paper and on-line catalogue by having green or blue part numbers.
9.2 A handling charge of 20% of net order value or a minimum of £40 will be made on all goods(other than customized or non-stock goods) returned save when clause 11.1 applies. The invoice price in respect of bespoke or non stock goods shall be payable notwithstanding any such return.
9.3 Any goods returned in accordance with the clause 9 must be in pristine condition, unused and in their original packaging. Failure to meet these requirements will result in being returned to the buyer and payment in full will become due in accordance with the terms of clause 5.
9.4 All goods must be returned to either our Rushden or Kendal sites by suitable transport. This must be a door to door service and not a parcel carrier. We will quote a collection charge if you are unable to provide suitable transport.
9.5 Risk in any goods to be returned remains with the Buyer until the goods are delivered to the Seller or until the Seller collects such goods.
10 CANCELLATION AND TERMINATION
10.1 Orders of goods may be cancelled or deferred on 7 working days notice in writing prior to the delivery date in respect of those Goods. The Seller reserves the right to charge for any exceptional costs incurred as a result of such cancellation.
10.2 In the case of orders for customised or non-stock Goods, the Buyer may cancel the order but shall pay to the Seller all costs incurred by the Seller in respect of those Goods.
10.3 Without prejudice to any obligation of the Buyer under clause 14.4 should any of the events in clause 14.2.1, 14.3, 14.4.1 occur the Seller may without prejudice to any of it’s rights arising out of this contract terminate the contract forthwith.
11 QUALITY OF GOODS
11.1 Subject to the provision of Clause 7 and 8, if the Buyer proves to the Seller’s reasonable satisfaction that the Goods are not in accordance with the order or are defective by reason of faulty material or workmanship which is due to the act or omission of the Seller, the Seller, at its option, may either repair or replace the Goods or the defective part thereof or issue a credit note. These provisions do not apply to any defect due to normal wear and tear.
11.2 Save as expressly provided, all warranties and conditions relating to quality, fitness for purpose or compliance with description (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law PROVIDED THAT (save as provided in Clause 15 below) nothing in these conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller and FURTHER PROVIDED THAT this clause shall not deprive a Buyer who is dealing as a consumer pursuant to Section 12 of the Unfair Contract Terms Act 1977 of his or her statutory rights.
11.3 Subject to Clause 11.2 the Seller’s liability to the Buyer shall not in any event exceed the invoice price of the Goods and the Seller shall not be liable for any indirect or consequential loss suffered.
12 INABILITY TO SUPPLY
12.1 Without prejudice to any other conditions hereof should the manufacture or supply or despatch of the whole or any part of the Goods be interrupted, prevented or hindered by any cause or causes whatsoever beyond the Seller’s control the Seller shall be entitled to postpone or suspend any delivery or deliveries until (in the Seller’s reasonable judgement) any such cause has ceased to operate. The Seller shall be under no liability whatsoever in respect of such postponement or suspension.12.2 If delivery is delayed for more than three months the Seller has the option of cancelling the contract and refunding any payment made by the Buyer.
12.3 Without prejudice to the generality of theforegoing, the causes referred to in sub-clause 12.1shall include war, fire, accident, breakdown of plant or machinery, industrial action, dispute (including strikes and lockouts), unavailability of and restrictions on supplies, non-delivery or delay in delivery of any materials or other circumstances (of whatsoever nature and not limited to the foregoing) which directly or indirectly interrupt or hinder the due performance of the contract.
13 PRODUCT CHANGES
13.1 The Seller may alter specifications and the product range and substitute items and change the price list without prior notice.
13.2 Drawings, specification, product finishes and colour shades in Seller’s literature and advertisements are approximate only and do not constitute a trade description.
14.1 Risk in the Goods shall pass to the Buyer on delivery and the Buyer shall insure Goods with a reputable insurance company against all risks for their full value from that time.
14.2 Notwithstanding the provisions of Clause 14.1 property and ownership in the Goods shall not pass from the Seller until:-
14.2.1 The Seller has received in cash or cleared funds, payment in full for the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is due (for the purpose of this provision payment shall be deemed to be due on delivery)
14.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of business, but shall account to the supplier for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds, properly stored, protected
and insured. The Buyer shall have a fiduciary duty to account to the Seller for such proceeds to the extent of it’s indebtedness to the Seller.
14.4 At any time prior to the property in the Goods passing to the Buyer, in the event of:
14.4.1 The Buyer’s insolvency.
14.4.2 any breach by the Buyer of these conditions, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller or their agents and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
14.5 Should any event listed in clause 14.4 occur, the Buyer’s right to sell and to use the Goods shall immediately cease.
14.6 The Buyer shall not charge, mortgage, create a lien upon the Goods or permit the creation thereof or assign it’s rights in respect of the goods.
14.7 Each clause and sub-clause of this clause is separate, severable and distinct.
15.1 The contract shall be governed by and construed in accordance with English law and the parties hereto submit to the non-exclusive jurisdiction of the English courts.
15.2 The Seller may enter into sub-contracts for the manufacture or the supply of the whole or any part of the Goods.
15.3 Waiver by the Seller of any of it’s rights hereunder or the giving of time to the Buyer shall not affect the Seller’s rights arising on any subsequent or other breach by the Buyer.
15.4 Any legal notice sent by the Seller will be deemed to have been served provided it is sent by 1st class post to the Buyer’s last known business address. Notices sent by post shall be deemed to be served two working days after the date of posting.
15.5 Any provisions hereof which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect the other provisions hereof.
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