1. Basis of Supply
In these terms & conditions “APG” shall mean “Rupert Wood T/A APG Works” or any of it's associated
or subsidiary companies and "buyer" means the person or body who accepts “APG’s” quotation for
the supply of goods and/or services or whose order is accepted by “APG”.
1.2 The supply
of goods and/or services ("the supply" ) to the buyer shall be in accordance with “APG’s” written
quotation or the buyers written order subject in either case to these conditions.
1 .3 No variation
to these conditions shall bind the parties unless they agree in writing.
1 .4 “APG’s”
employees or agents are not authorised to make any oral representations concerning the supply.
“APG” shall not be liable for any oral advice or recommendation given by “APG” to the buyer
concerning the supply.
2. Orders and
2.1 “APG” shall not be deemed to have accepted the buyers order
unless “APG” has accepted it in writing.
2.2 The buyer is responsible for ensuring the
accuracy of the buyer's order.
2.3 The buyer will indemnify “APG” against any liability
for infringement of the intellectual property rights of any third party, which may result from the supply.
“APG” may alter any specification provided by the buyer to conform with any statutory requirements provided
this does not materially affect the quality or performance of the supply.
2.5 Cancellation by the
buyer will only be accepted on terms that the buyer will indemnify “APG” against all loss thus incurred by “APG”.
2.6 “APG” reserves the right to submit proofs to the buyer for approval. Once approved any
alterations will be at the-buyer's cost.
2.7 Any original designs, screens ("Originals")
produced by “APG” will remain “APG’s” property. The cost of such originals will be charged extra.
Such originals will be retained by the seller for four (4) calendar months after delivery of the buyer's order, If the
buyer places a further order after the expiry of 4 months “APG” reserves the right to make an additional charge
for the supply of Originals.
2.8 Where the buyer is to supply materials goods or equipment ("Customers
Property") to “APG” such customer's property will be held by “APG” at the buyers sole risk.
Further “APG” will not be liable to the buyer, for any imperfections in the finished product arising out of imperfections
in the artwork/reference material supplied.
2.9 “APG” shall not be entitled to publish
or display the buyer's designs or logos on “APG’s” premises or in “APG’s” literature
without the buyers permission.
Price of the Supply
3.1 The price will either be “APG’s” quoted price or
where no price has been quoted the price listed in “APG’s” price list at the date of acceptance. All quoted
prices are valid for thirty days only.
3.2 If the cost of the supply to “APG” increases
before “APG’s” acknow-ledgement of an order due to factors beyond “APG’s” control “APG”
may increase the price accordingly.
3.3 Unless otherwise agreed all prices given by “APG”
are on an ex-works basis and where “APG” agrees to deliver the supply other than at “APG’s”
premises, the buyer will pay “APG’s” charges for transport.
3.4 Prices quoted are
exclusive of VAT, which the buyer shall pay in addition, if it applies.
3.5 Alterations at the buyer's
request made after “APG” has accepted the buyer's order will be charged extra.
If “APG” produces samples or proofs for the buyer the buyer will pay extra for them.
4. Terms of Payment
4.1 Payment of goods
supplied by “APG” is due 30 days after the date of the invoice covering such goods providing application for credit
has been agreed by “APG” prior to the supply of the goods.
4.2 In all other cases unless
“APG” has agreed in writing the buyer will pay for the supply on placement of an order for such supply.
If the buyer fails to pay for the supply within the time limited in 4.1 above then in addition to its other
rights “APG” may cancel the contract and suspend any further deliveries and charge the buyer interest on the outstanding
amount at the rate of 3% per annum, above Barclays Bank Plc base rate from time to time.
5.1 Unless “APG” has agreed in writing to
deliver the supply elsewhere the buyer will collect the supply from “APG’s” premises when “APG”
notifies the buyer that the supply is ready for collection.
5.2 Delivery dates are approximate
only and “APG” shall not be liable for delay. Time for delivery will not be of the essence unless so agreed in
5.3 “APG” may deliver in orders of 1000+ up to 2% more or less than the ordered
quantity without adjusting the price and the quantity so delivered shall be deemed to be the quantity ordered.
If the supply is to be delivered by instalments each delivery wilt constitute a separate contract. If “APG” fails
to deliver one or more of the instalments the buyer shall not be entitled to repudiate the whole contract.
“APG’s” liability for damages for non delivery shall be limited to the difference in price between that
part of the supply not delivered and the cost to the buyer if replacing in the cheapest available market.
6. Risk and Title
of damage to or loss of the supply will pass to the buyer at the time that the supplier collects or, where “APG”
is to deliver the supply to the buyer, at the time when “APG” makes delivery.
goods supplied to the buyer shall remain the sole and absolute property of the seller as legal and equitable owner until such
time as the buyer shall have paid to the seller the agreed price.
6.3 Until such payment the Buyer
shall be in the possession of the goods solely as bailee for the seller and in a fiduciary capacity and shall store the goods
separately and in such a way as to enable them to be readily Identifiable as the property of the seller.
Until property in the supply passes to the buyer the seller shall be entitled to call for the return forthwith of any goods
or product constituting the supply and in default to enter the Buyer's or any third party's premises In order to repossess
such goods or products.
7.1 “APG” shall not be liable for any defect in the supply arising from any drawing design
or specification supplied by the buyer.
7.2 “APG” shall not be liable for any defect or
damage caused by the buyer.
7.3 Save as provided in these conditions and except where the supply consists
of goods sold under a Consumer Sale (as defined by the Act 1979) or services supplied under a Consumer Supply (as defined
by the supply of Goods and Services Act 1982) all Warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
7.4 Where the supply constitutes a Consumer Sale
or Consumer Supply the Buyer's statutory rights are not affected by these conditions.
buyer must notify “APG” of any defects within 7 days of delivery and return the defective goods to “APG”
within 10 days of delivery.
7.6 If the buyer notifies “APG” of a valid defect “APG’s”
liability shall be limited (at “APG’s” sole discretion) to the replacement of the supply or the refund of
7.7 Save as expressly provided in these conditions or in respect of death or personal injury
caused by “APG’s” negligence “APG” shall not be liable to the buyer for any consequential loss
or damage arising out of the supply or the use or resale by the buyer of any goods or product constituting the supply.
7.8 “APG” shall not be liable to the buyer for any delay or failure in performance of obligations
which occurs for reasons outside “APG’s” reasonable control.
8. Insolvency and Default of Buyer
8.1 If the
buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving
order is made against him or if an order is made or a resolution is passed for the winding up of the buyer or if a receiver
is appointed of any of the Buyer's assets or undertaking or if the Buyer takes or suffers any similar or analogous action
in consequence of debt or commits any breach of this or any other contract between the Seller, the Buyer may without prejudice
to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the
buyer under condition 6.2 and/or by notice in writing to the Buyer determine the contract.
9.1 If any provision of these
conditions is held to be wholly or partly invalid or unenforceable the validity of the other provisions of these conditions
shall not hereby be affected.
9.2 Any dispute arising under or in connection with the conditions or
the Supply shall be referred to arbitration by a single arbitrator appointed in default of agreement by the president for
the time being of the Chartered Institute of Arbitrators.
9.3 The contract shall be governed by the
Laws of England.
9.4 Any notice under these conditions shall be written and serviced at the registered
office of principle place or business of the part being served.