1 Definitions
(a) In these conditions 'the Company' means A.P.Logistics Limited of Llan Coed House, Llandarcy, Neath, SA10 6FG and 'the Purchaser' means the Person Firm or Other Party who accepts a quotation from the Company for the sale of its products or whose order for its products is accepted by the Company.
(b) 'Goods' are the products and services supplied by the Company.
2. Quotations and Acceptance
(a) Unless otherwise agreed in writing, all quotations and estimates by the Company are valid for the period set out in the written quotation of the Company. They represent no obligation until the Company accepts the Purchaser's order.
(b) The seller shall sell and the buyer shall purchase the goods in accordance with the Seller's Written Quotation subject to these Terms and Conditions.
(c) In the event of inconsistency between the Company's and the Purchaser's conditions the Company's shall prevail. No variation of the Company's conditions shall be binding upon the Company unless and until the variation has been accepted in writing by a duly authorised person on behalf of the Company.
(d) The Company shall not be obliged to question the authority of any signature stated to be made by or on behalf of the Purchaser that affects any credit application, order, acceptance of delivery or other document whatsoever.
3. Price and Delivery
(a) The Prices payable shall be the Prices indicated on the Order Acknowledgement Form and shall not include carriage, packaging, insurance or VAT unless otherwise stated.
(b) Unless otherwise stated delivery will be ex-works. Where necessary, goods will be packed into suitable non-returnable packing. Carriage will be arranged at the request and at the expense of the Purchaser.
(c) Release documentation and Certificates of Conformity for items supplied will normally be provided free of charge if requested.
(d) Any delivery period quoted is an estimate only and commences from the Company's acknowledgement of the Purchaser's order and all outstanding technical details. Provided the Company takes all reasonable steps to deliver the goods at the time stated the Company shall be under no liability to do so.
(e) The Company reserves the right to deliver in more than one consignment and to invoice each consignment separately.
(f) If the Goods are ready for delivery but are held back in accordance with the Purchaser's instructions or if the Purchaser should fail to accept delivery the Company may require the Purchaser to pay additional delivery charges and a reasonable storage fee.
4. Title and Risk
(a) Ownership will pass to the Purchaser only on valid receipt by the Company of the full invoice price of the goods. Until such receipt:
(i) the Company retains full title and ownership of the Goods;
(ii) the Purchaser will store the Goods separately so they are easily identifiable;
(iii) the Company is entitled to enter onto the Purchaser's property for the purpose of reclaiming the Goods and the Purchaser and its employees or agents will provide all the assistance required in this respect.
(b) Risk in the goods shall pass in accordance with the delivery and carriage terms stated in the Company's acknowledgement of order or in the absence of such statement on leaving the Company's premises.
5. Payment
(a) Payment shall be due 28 days following the date on which the invoice is issued except where the Company stipulates CWO or COD terms and any time stipulated by the Company for payment shall be of the essence. If the Purchaser fails to pay at the time stated, the Company shall be entitled to charge interest on accounts not paid within the due time, at the rate of 4% above Lloyds Bank plc Base Lending Rate, for the time being in force accruing daily. In addition the Company shall be entitled to payment in full of any debt collection charges or any Bank charges directly attributable to the Purchaser's non payment.
(b) The Company reserves the right to suspend deliveries where payment for any order related or otherwise has not been made on due date and remains outstanding. (c) If the purchaser falls within the remit of the late payment of commercial debts or (Interest) Act 1998 "LPCD Act 1988", the interest rate set out in the LPCD Act 1988 as amended from time to time shall be applicable.
6. Description and Data
(a) Goods will be supplied as described but the Company reserves the right to make design changes provided that such changes do not adversely affect the performance or mechanical interchangeability or reliability of the goods.
(b) The Company shall make every effort to ensure the accuracy of technical data or literature relating to the goods, but the Company (so far as is permitted by law) accepts no liability in contract tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.
7. Warranty
(a) Products and equipment offered by the Company are warranted to be free from defects in material and workmanship for a period of ONE YEAR from the date of sale by the Company. Such warranty shall include compliance with regulatory requirements governing operation of equipment and conformance with applicable specifications for performance of such product or equipment.
(b) Equipment warranty claims must be accompanied by a copy of the Company's Invoice or delivery note which clearly shows the serial number(s) of the equipment.
(c) The Purchaser shall inspect the goods and notify the Company of any defects or other non-conformance within 7 (Seven) days of receipt. Goods returned under this guarantee shall be delivered to the Company at the Purchaser's expense.
(d) Upon receipt of such product, the Company may at its sole discretion: - Replace the equipment, or, - Refund the purchase price, or, - Repair the product by correcting the non-conformance.
(e) The Company warranty will be void in respect of equipment which in the Company's reasonable opinion, has been subjected to unauthorised modification or repair, improper installation, neglect, misuse or operation in environmental conditions outside of specified safe operating extremes.
(f) Except as expressly stated herein, the Company shall not be liable in contract or otherwise for any loss, damage or expense of any sort whatsoever (provided always that the Company does not seek to exclude liability for death or personal injury caused by the Company's negligence) consequential, indirectly or otherwise, arising out of or in connection with the installation, use or failure of the products or equipment sold or any defect in them or from any other cause.
(g) All other warranties or representations whether statutory or otherwise and whether express or implied, oral or written as to the state of quality or fitness of the products or equipment are hereby expressly excluded save and except any conditions and warranties which are by relevant statute expressed to be incapable of exclusion.
8. Force Majeure
The Company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligation under the contract due to any cause outside the reasonable control of the Company including but not limited to acts of God, fire, floods, war and civil disturbances or riots, acts of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time.
9. Patent Rights
If the goods are to be manufactured by the Company in accordance with specifications submitted by the Purchaser the Purchaser shall indemnify the Company against all loss, damages, costs and other expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent copyright design trademark or other industrial or intellectual property rights of any other person which results from the Company's use of the Purchaser's specification. the Company accepts no liability as to securing approval for use and operation of goods which will be the responsibility of the Purchaser. The Company will discharge its liability by manufacturing in accordance with the terms of the contract.
10. Software and Tools
For Software and Tools made for the manufacture of goods to be supplied under the contract the copyright or any other intellectual property right therein shall remain the Company's property notwithstanding that the Purchaser may have been debited with any sum in respect of their cost.
11. Purchaser's Items
Items supplied by the Purchaser for the contract shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Company . Any defects in items provided by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect and the Purchaser shall indemnify the Company from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Purchaser.
12. Limitation of Liability
The Company shall not be liable in contract for any loss or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Company other than to supply goods conforming to the original agreed specification or at the Company's option to refund to the Purchaser any monies already paid in respect of the goods.
13. Termination
If the Purchaser commits any breach of the terms and conditions of the contract or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of the Purchaser's business or in the event that the Company reasonably apprehends that any of the events mentioned is about to occur the Company may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by notice in writing.
14. Miscellaneous
(a) Any notice required or to be given by either party to the other under these conditions shall be in writing addressed to the other party at his Registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
(b) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the condition or the remainder of the provision in question shall not be affected thereby.
(c) Any disputes between the parties to the Contract as to their respective rights and liabilities thereunder or the construction of any matter connected therewith shall be referred to a single arbitrator as agreed between the parties or as appointed by the President of the Law Society on the application of any party and shall be arbitrated in accordance with the provisions of the Arbitration Act or any statutory modification or re-enactment thereof for the time being in force and the decision of the arbitrator shall be final and binding.
(d) Any description relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England.
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Terms & Conditions of Supply
