Terms & Conditions

1. Waiver

These conditions of Sale ‘the Conditions’ supplied by Apple Display & Shopfitting Limited (‘the Seller’ of King Street, Off Stockport Road, Denton, Manchester. M34 6PF) to a purchaser (‘the Buyer’)shall be incorporated into each Contract (‘the Contract’) made by the Company for the sale of the Company’s goods (‘the Goods’) to the Buyer. The Company Contracts as aforesaid on such terms as are agreed between the Seller and the Buyer and upon the Terms and Conditions alone. No conditions or terms of the Buyer shall apply to the Contract. No variation of any other conditions shall be effective unless in writing and signed by a duly authorised representative of the Seller. Any statement or representation written or oral made or given prior to the date of the Contract by the Seller is hereby excluded unless expressly incorporated therein. Acceptance of the goods by a Buyer shall be conclusive evidence before any Court of Law that these terms apply. The intending Buyer acknowledges that before entering into an agreement for the purchase of any goods from the Seller, he has expressly represented and warranted that he is not insolvent and he has not committed any acts of Bankruptcy or being with a Company with limited or unlimited liability and knows of no circumstances which will entitle any debenture holder or secure a Creditor to appoint a Receiver to petition for Winding-up of the Company or to apply for the appointment of an Administrator or exercise any other right over or against the Company’s assets.

2. Description

a) Except where the Seller and the Buyer have otherwise expressly agreed the sale shall not be a sale by sample or samples submitted and descriptions or illustrations or catalogue shall be treated as showing type class and general character only and not as importing terms or warranties as to substance performance, colour, quality or dimension and any failure of goods to conform with such samples descriptions or illustrations shall not constitute any breach of contract on the part of the Seller.

b) The goods are sold on the terms that they comply with the written terms and description contained in the contract. The contract comprises the design and schedule.

c) Except where the Seller and the Buyer have otherwise expressly agreed in writing (signed by an authorised person on behalf of the Seller) the Buyer is deemed to have satisfied himself as to the suitability of the goods for the purpose for which the Buyer requires them and it is not a term of the contract that the goods are fit for that purpose.

3. Drawings & Specifications

a) The Seller will if required produce drawings for special orders which have to be cut to a particular shape or size. These drawings will be submitted to the Buyer before works are commenced for the Buyer to approve. The Buyer accepts full responsibility for approving the dimensions, shape and all other aspects of the drawings and will indemnify the Seller from and against any loss or cost which may follow from any error in such drawings which the Buyer has not pointed out to the Seller within the time limits specified by the Seller which shall be in absence of any specified agreement to the contract three working days from the date of receipt by the Buyer. The Buyer shall satisfy themselves as to the suitability of the design and schedule.

b) No liability will be accepted by the Seller for any errors that occur through design faults on the Buyers own plans, drawings or specifications which prove inaccurate and/or misleading and the Buyer will indemnify the Seller from and against any loss or cost which may follow from any error in such circumstances.

c) The plans, drawings, specifications and samples submitted are the property of the Seller to be used between themselves and the Buyer only and must not be reproduced in any manner except insofar as the Seller has expressly agreed thereto in writing signed by an authorised person on behalf of the Seller.

d) The Seller cannot accept any responsibility for any variation of colour or design between materials and samples supplied and previously approved by the customer and completed units. Wood veneers give a variety of grain patterns and have a naturally occurring colour shape depending on whether it is new or old growth of the tree.

4. Prices and Dimensions

a) All prices shall be as stated by the Company or as agreed by the Company and the Buyer from time to time.

b) All prices stated shall be subject to variation at the sole discretion of the Company at any time without prior notice and the Company shall notify the Buyer of any variations before delivery of the goods.

c) The Seller at their option can revise without prior notification, tolerances and dimensional and other physical properties of the goods.

d) Prices are given on the basis of current costs exclusive of packing materials, delivery costs and VAT. The Seller shall be entitled to adjust the price as at the date of invoice by such amount as may be necessary to cover any increase in any cost of the Seller relating to the supply of goods.

5. Payment

a) Unless otherwise agreed by an authorised person on behalf of the Seller all payments are on Pro Forma basis.

b) Credit facilities may be given by the Seller dependant on the receipt of satisfactory trade and bank references supplied by the Buyer.

c) Goods will be invoiced when they are ready for collection or despatch

d) Unless otherwise agreed invoices and accounts are due for payment 30 days from date of invoice.

e) If the Buyer shall fail to pay any amount when it is due or if the Buyer shall fail to refuse to accept delivery of any goods or give delivery instructions in relation thereto when they are ready for collection or despatch or in the event of the death, incapacity, Bankruptcy or any act of insolvency of the Buyer or if the Buyer is a Limited Company in the event of liquidation or appointment of a Receiver then the purchase price of all goods invoiced or despatched by the Seller shall become forthwith due and payable by the Buyer and the Seller shall further be entitled to treat as cancelled every contract made between the Seller and the Buyer or at the Sellers option to suspend or to continue the delivery of goods there under without prejudice to any other rights.

f) The Buyer shall not be entitled by reason of any dispute relating to the goods or any claim made by the Buyer under this or any other contract to withhold payment which is due to the Seller hereunder or to set off against any such amount or payment any cross claim whether liquidated or unliquidated for any sum or sums for which the Seller does not admit liability.

g) The Seller reserves the right to refuse to execute any order or contract if the arrangements for payment or credit of the Buyer appear to be or to become unsatisfactory.

h) In the absence of any terms being specified in the schedule, payment shall be due to the Company as to 50% of the total price immediately on acceptance by the Company of the contract and as to 50% of the total price, monies payable on the delivery of the goods unless otherwise specified.

i) Without prejudice to the foregoing and its other remedies the Company shall be entitled to charge interest on any payment which is overdue. (as well after as before any Judgement) at the rate of 3% per month/part of a month of the contract price compounded.

6. Delivery

a) Unless otherwise agreed in writing the place of delivery shall be the Buyer’s normal place of business.

b) Unless the contract provides to the contrary the Seller may deliver by instalments. Where delivery is made by instalments, each instalment shall be treated as a separate contract and delay default or non delivery in respect of any instalment on the part of the Seller shall not entitle the Buyer to cancel the remainder of the contract.

c) Failure by the Buyer to pay for any instalment or delivery when payment is due shall entitle the Seller to withhold further deliveries.

d) If the Buyer fails to accept delivery of any goods when tendered or in the event of any shipment of delivery of goods being delayed at the Buyer’s request or in the event of the Buyer failing to make payment for goods when it is due the Buyer shall be liable to the Seller for all additional or excess handling storage or other charges whatsoever thereby incurred by the Seller in relation to any goods or to any other goods delivery of which the Seller is then entitled to withhold. This provision shall be in addition to and not in substitution of any other payment or damage for which the Buyer may become liable due to his failure to take delivery at the appropriate date.

e) Unless otherwise expressly agreed no times quoted, specified or agreed for delivery of the goods by the Seller shall be the essence of the contract.

f) Unless specifically agreed in writing the Buyer shall provide adequate labour and other facilities at the point of delivery to enable the goods to be safely and properly unloaded and shall keep the Seller indemnified from and against all claims of whatever nature arising from such unloading other than in respect of the negligence of any servant or agent of the Seller.

g) Failure of the Seller to deliver the goods or any part thereof at any time or date specified by the Company for delivery shall not entitle the Buyer to teat the contract as repudiated.

h) The failure of the Buyer to take delivery of the goods or any part thereof or to pay for the goods or any part hereof shall entitle the Company at its option to treat the contract as repudiated and the Buyer shall compensate the Company for any loss or damage consequent upon such failure on the part of the Buyer.

i) The Company shall not be liable for any damage or loss occurring after the goods have been delivered to the Buyer as aforesaid.

7. Risk and Reservation of Title

a) The risk in the goods shall pass to the Buyer on delivery to him at the agreed place of delivery. If the provisions of the foregoing Clause 6 (d) are operative, risk shall pass at the time when the goods are due and ready for delivery.

b) The property in the goods shall not pass to the Buyer but shall remain vested in the Seller until the full purchase price for such goods has been received by the Seller. Until such time the Buyer shall be the Bailee for the Seller.

c) Until the Buyer becomes the owner of the goods the Buyer shall store and mark the goods so that they are readily identifiable as the Seller’s property.

d) The Buyers right to possession of the goods shall immediately cease if the Buyer has committed or commits any act of Bankruptcy or has done or does anything which would entitle an administrative receiver to take possession of any of the Buyers assets or which has entitled or would entitle any person to present a petition for winding up or if a petition for an administration order is presented or if the Buyer fails to pay for the goods on the due date. In any such circumstances the Seller or their Servants or Agents shall be entitled to enter upon any land or premises where the goods are or are believed to be stored and repossess them.

e) The Buyer shall not pledge or allow any lien or charge to arise over the goods or any documents of the title thereto and shall not deal with them otherwise than in the ordinary course of the Buyer’s business.

f) In the event of any sales or disposition of the goods by the Buyer the Buyer shall hold on trust for the Seller:

1) so much of the proceeds of sale as is equal to the contract price of the goods under the agreement.
2) the right to receive the proceeds of sale or disposition as set out in (1) hereof.

8. Force Majeure

a) If the Seller is prevented, hindered or delayed from making delivery of any goods by reason of Act of God, War, Hostilities, Terrorism, Civil disturbance, Government restriction or regulations of any kind, strikes or industrial disputes, force majeure or any other cause whatsoever of nature beyond the Seller’s control the Seller may give notice in writing to the Buyer either:

1) cancelling the Seller’s outstanding obligations to deliver goods under the contract.
2) extending the time of delivery of the goods outstanding under the contract.

b) If the Seller shall give a notice under sub clause a)(1) hereof there shall be no liability of the Seller to the Buyer, damages for loss or consequential loss of whatsoever nature.

c) If the Seller shall give a notice under sub clause a)(2) hereof the time for delivery shall be extended accordingly and the Seller shall be deemed not to be in breach of contract.

d) The foregoing provisions of the clause are without prejudice to the right of the Seller to recover the price of any goods that have already been invoiced to the Buyer or the risk in which has passed to the Buyer.

9. Shortages and Non Delivery

a) If the Buyer establishes to the satisfaction of the Seller that goods have been damaged in transit or that the consignment is incomplete the Seller will replace such goods or credit the Buyer with the value thereof providing the Buyer shall have given to the Seller:

1) Notification of damages by 11.30am the next working day.
2) Written confirmation (otherwise than upon the carriers delivery document) of such damages or shortages within 48 hours of delivery

The Seller shall be permitted a reasonable opportunity to inspect any damaged consignment and to investigate any shortage.

b) Should any defects arise which are due to faulty materials and/or workmanship on the part of the Seller and/or its sub contractors, they will be rectified without charge provided the notice of such defect be given in writing by the Buyer to the Seller within three days of delivery or Sellers employees or sub-contractors leaving the Buyers premises.

c) Except as provided in clause 9 (a) the Seller shall not be liable to the Buyer for any loss or damage arising out of or in connection with goods damaged or shortages.

d) The Buyer must notify the Seller in writing of non delivery within 10 days from the date of despatch. Failure to do so may prejudice any claim

10. Defective Goods

a) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods (other than due to damage suffered during transit) or their failure to correspond with specification shall (whether or not delivery’s refused by the Buyer) be notified to the Seller within one week from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery but not later than 12 months after delivery. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract. Subject to the limitations on its liability set out in these terms Apple Display & Shopfitting Limited warrants that the products will be free from defects in material and workmanship for a period of one year from the date of delivery, excluding lighting. Apple Display Systems shall be under no liability in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions or misuse.

b) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specifications is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

c) Nothing in these terms shall exclude or limit the liability of Apple Display & Shopfitting Limited for fraud or for death or personal injury caused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of Law. Without prejudice to the previous sentence Apple Display & Shopfitting Limited shall not be liable for any loss of income or profits or for any indirect or consequential loss or damage of an kind howsoever arising whether caused by the negligence of Apple Display & Shopfitting Limited its breach of non-performance or any of its obligations of these terms of otherwise. These terms shall set out the full extent of the obligations and liabilities of Apple Display & Shopfitting Limited in respect of the sale of the products. In particular there are no conditions warranties or other terms expressed or implied as to satisfactory quality, fitness for a particular purpose or any other kind whatsoever that the Buyer and Apple Display & Shopfitting Limited accept as specifically stated in these terms. Any condition warranty or other term concerning the sale of the products which might otherwise be implied into or incorporated within these terms whether by Statute of Common Law or otherwise is excluded to the fullest extent permitted by Law.

11. Cancellations

The Buyer is reminded that there is no right to cancel any order once it has been accepted by the Seller without prejudice to this general statement where goods are cut to the order or specification of the Buyer. The Seller may at its entire discretion accept the cancellation of order providing it is indemnified in respect of all costs and expenses against any actual or anticipated loss, but in no circumstances is the Seller obliged to accept any cancellation.

12. Disputes

The Contract is to be governed by English Law in an English Court of Law.

13. Statutory Requirements

The Buyer shall be liable to ensure that the design construction and quality of the goods complies in all respect with all relevant requirements of any Statutory order or other instrument having the force of Law which may be in force at the time when the goods are supplied and shall indemnify the Company against any liabilities, actions, proceedings, cost claims and demands whatsoever arising out of or incurred in connection with any breach or alleged breach of such requirements.

14. Health and Safety

a) Without prejudice to clause 12 hereof the attention of the Buyer is drawn to the provision of Section 6 of the Health and Safety at Work Act 1974

b) The Seller will usually carry out a risk assessment in relation to any installation but the Buyer is asked to give written notification to the Seller of any specific Health and Safety requirements having regard to the Sellers usage of the fittings and the Sellers premises.

15. Assignment

The Buyer shall not without the consent in writing of the Company assign or transfer the contract or any part of it to any other person.

16. Set-off

The Buyer shall not be entitled to make any set-off or deduction from any money payable by reason of the contract to which these conditions relate or nay other contract

17. Installation

a) The Seller will install shopfittings at the Buyers premises during normal working hours and the Buyer shall accommodate all reasonable requests by the Seller if access is required to shopfit outside normal terms of business.

b) the Seller reserves the right to charge an increase fee if on installation further difficulties in relation to installation are incurred, for example, if the floor is uneven and other unforeseen difficulties manifest themselves during the project.

c) The Buyer must provide on site, adequate lighting and electricity for installation work.

d) If the Seller attends at the Buyers premises to install or deliver goods and the Buyer is unable or unwilling to take delivery or the Seller is unable to start work then the Buyer will be responsible for the Sellers abortive costs in relationship to the same. Those abortive costs would include the delivery charge and loss of wages for the Sellers employees or subcontractors engaged in the project.

18. Miscellaneous

a) The Seller reserves the right to employ any sub-contractor of its choice on all or part of the detailed specification.

b) The Seller shall be entitled to write or affix its name on the work in the usual manner.

c) No part of this agreement shall confer nor be intended to confer a benefit on any third party for the purposes of the Contracts (Rights of Third Parties) Act 1999 or for any other purpose.