APW Leisure Ltd - Terms & Conditions

1. Interpretation
1.1 Definitions:
Conditions: the terms and conditions set out below.
Contract: each Order between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions.
Customer: the entity who places an Order for Goods from the Supplier.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods whether placed orally, in writing or email.
Supplier: APW Leisure Ltd (registered in England and Wales with its registered office at Bentinck House, Bentinck Rd, West Drayton UB7 7RQ).
Warranty Period: has the meaning given in clause 5.1.

2. Basis of contract
2.1 These Conditions apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Each Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order or supplies the Goods the subject of the Order whichever is the earlier.

3. Goods
The Goods are as described in the Supplier's catalogues or as described by the manufacturer of the Goods in question.

4. Delivery
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree.
4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, by any of its suppliers or any transport providers.
4.3 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.

5. Quality
5.1 The Supplier warrants that on delivery, and for a period of six months from the date of delivery (Warranty Period), the Goods shall:
a). conform in all material respects with their description;
b). be free from material defects in design, material and workmanship;
c). be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and be fit d). for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
a). The customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 0 ;
b). the Supplier is given a reasonable opportunity of examining such Goods; and
c). the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Supplier's cost,
d). the Supplier shall, at its option, replace any defective Goods, or refund the price paid for any defective Goods in full.
5.3 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods failure to comply with the warranty set out in clause 5.1.

6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on delivery.
6.2 Title to the Goods shall not pass to the Customer until:
a). the Supplier receives payment in full for the Goods ; or, if earlier,
b). the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.3.
6.3 The Customer may resell the Goods in the ordinary course of its business before the Supplier receives payment for the Goods. If the Customer resells the Goods before that time, title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

7. Price and payment
7.1 The price of the Goods shall be the price agreed as part of the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of the Order.
7.2 The Supplier may from time to time change the prices at which it is prepared to accept future Orders without any need to give notice to the Customer.
7.3 The price of the Goods:
a). excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
b). excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer separately.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 The Customer shall pay each invoice submitted by the Supplier:
a). within 30 days of the date of the invoice; and
b). in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, the Customer shall be liable to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue at 4% a year above the Bank of England's base rate from time to time. If payment in full remains outstanding longer than 60 days after the date of the invoice, the Supplier shall be entitled but is not obliged to retake possession of the Goods.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding as required by law).

8. Limitation of liability
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a). death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b). fraud or fraudulent misrepresentation;
c). breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d). defective products under the Consumer Protection Act 1987.
8.2 The Supplier's total liability to the Customer in respect of each Order shall not exceed sums paid in respect of the Order in question.
8.3 This clause 8 shall survive termination of the Contract.

9. General
9.1 Force Majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.
9.2 Variation. No variation of any Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.3 Waiver.
A waiver of any right or remedy is only effective if given in writing.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
9.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 9.4 the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.5 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
9.6 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Registered office: APW Leisure Ltd, Bentinck House, Bentinck Rd, West Drayton UB77RQ
Co. Reg. co. 8554835 Email Address: sales@apwleisure.com VAT Registration no: GB 216 4606 24