Terms of Business
INTERPRETATION: In these conditions "The Seller" means APAC Group Limited., its servants and agents. "The Buyer" means any customer of the Seller. "The Goods" means products manufactured or sold or supplied in connection with services of the Seller.
APPLICATION: These conditions form part of the contract except insofar as inconsistent with the express terms thereof.
ACCEPTANCE OF ORDER: Any quotation must be accepted in writing by the buyer within 21 days from the date of the quotation or such other period as may be stated in the quotation. Except insofar as any acceptance shall by specific reference to these conditions require any variation or modification of these conditions, it shall be deemed unqualified and shall not be deemed to incorporate any other conditions of the Buyer notwithstanding that they are included in or annexed to such acceptance. Please note: Quantities on special production runs of printed matter will be subject to a tolerance of plus or minus 10%.
CONFIRMATION OF ORDER: Notwithstanding acceptance of the quotation by the Buyer, no contract shall arise unless and until the Seller gives written confirmation of the order to the Buyer.
INSTRUCTION: The quotation is conditional on the Buyer giving all necessary instruction to enable all the Goods to be manufactured as quickly as possible following the making of the contract. Any increase in cost of manufacturing resulting from failure to give instructions of suspension of work at the Buyers request may at the opinion of the Seller be charged as an addition to the contracted price.
PAYMENT: Payment of the contract price shall unless otherwise agreed in writing be made in Pounds Sterling within 30 days from the invoice date or such other date as previously agreed in writing. Time for payment of the price of the Goods shall be of the essence of the contract and if the Buyer fails to pay the price when due in accordance with the provisions of these conditions, the Seller may treat the Contract with the Buyer as repudiated and in addition, without prejudice to such right the Seller shall be entitled to interest on the outstanding amount of the price from the due date of payment until the price is paid in full at the rate of 4 per cent above the base rate of National Westminister Bank plc from time to time. The Seller shall be entitled to bring an action for the price whether or not the property in the Goods has passed.
CONTRACT PRICE : The price stated in the Sellers Order Acknowledgement is unless otherwise stated therein, subject to alteration by the Seller and the actual price to be paid for the Goods will be the Seller's current price ruling at the time of delivery of the Goods whether or not the time be stated in acknowledgement provided that the Seller shall inform the Buyer in writing of any increase in price and in the event the Buyer may be notice in writing within 14 days of the posting of such information by the Seller, cancel any undelivered balance which at the date of receipt of the notice by the Seller is not prepared or in the course of preparation. The Sellers price stated in the Order Acknowledgement is based on the insurance, carriage, freight, and any other charges prevailing at the date of the contract. The Buyer hereby agrees to pay any increase in such charges arising after the date of contract insofar as the contract price was inclusive of charges of such description.
FORCE MAJEURE : If the Seller is unable to make delivery of any Goods the subject matter of a contract owing to act of God, the King's enemies, War, inability to obtain raw materials or labour, Riots, Strikes, Lockouts or Civil Commotion or any cause whatsoever beyond its control the contract in respect of any Goods undelivered thereunder may be cancelled by the Seller by giving notice in writing to the Buyer and the Buyer shall have no claims against the Seller in respect of such Goods.
LICENSES: The performance of the contract shall be conditional upon the granting and issuing of import and or export licenses wherever necessary by the competent authorities.
DELIVERY DATE: The time, if any, stated for the delivery of the Goods shall not be the essence of the contract and the Seller shall not be responsible for failure or delay in delivery under the contract nor for any consequent losses arising therefrom.
CANCELLATION : The Buyer shall not be entitled to cancel the contract save as expressly provided in these conditions if the Buyer shall make default in any payment or being an incorporated company shall pass a resolution for winding up or a Court shall make an order to that effect or not being an incorporated company shall have a receiving order made against them or enter into any composition or arrangement with their creditors, the Seller may forthwith cancel any future deliveries to the Buyer shall reply to the Seller any sums arising out of any claim by the Seller for consequential loss or damage due to the said deliveries and any such consequential loss or damage shall be ascertained as the date of cancellation as aforesaid.
DIVISIBILITY OF DELIVERIES: Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered thereunder.
FAILURE TO ACCEPT DELIVERY : If the Buyer fails to require delivery of the Goods or any part thereof at the contract time for taking delivery, the Seller shall be entitled to cancel that delivery and any or all other outstanding deliveries still to be made, in the event of the failure of the Buyer to accept delivery of the Goods will be stored at the Buyer's risk and storage charge may be made by the Seller.
DEFECTIVE GOODS OR MATERIALS: All goods are sold and or supplied by the Seller upon the terms that no warranty condition representation or guarantee as to the quality or condition of the said goods or their fitness for any particular purpose is given by the Seller nor is such warranty condition representation or guarantee to be implied by statute common law or otherwise. The seller shall not be responsible for any damage or loss howsoever arising directly or indirectly or consequently out of Goods supplied or by reason of any failure of Goods supplied to be suitable for any particular purpose or to comply with any specification or formula. Even though the type samples serve to show only the approximate character of the Goods as a whole the Seller accepts no liability for specific characteristics or properties of Goods unless these have been expressly given. If written notice is given to the Seller within one month of delivery of any defect Goods and the Seller agrees that the Goods are defective the Seller will at his own opinion replace defective Goods or refund the purchase price of the defective Goods. Defects in any delivery of Goods or materials shall not be ground for cancellation of the remainder of the order of contract.
LIABILITY: All, if any, statements recommendations and advice given(whether before or after this contract)by the Seller to the Buyer or its servants or agents as to any matter relating to the Goods are given without liability on the part of the Seller and the Seller hereby represents and warrants to the Buyer that no representation has been made to the Seller by or on behalf of the Buyer before entering into the contract and no representation made to the Seller by or on behalf of the Buyer has in any way induced the Seller to enter into the contract. All descriptive advertising and other material issued by the Sellers based on the Sellers experience and tests is believed to be reliable, but no responsibility is accepted from errors or for infringements of trademarks or copyrights.
TREATMENT OF GOODS AFTER DELIVERY: The Seller shall not in any way be liable for any injury deleterious effects or consequential loss resulting from the application of any process treatment or storage of the Goods after the delivery.
MATERIALS: If for any reason beyond the Sellers control the Seller is unable to obtain any Goods or the materials which are necessary for the fulfilment of the contract, the Seller shall not be liable for any damage and/or loss incurred through non-delivery.
RISKS: Goods sold hereunder shall be at risk of the Buyer from the time of delivery to the Buyer or its agent or to a carrier for the purpose of transmission to the Buyer.
PATENTS: No patent is granted or implied by the Seller and no warranty is given by the Seller against infringement of the Patent of others. The Buyer shall be responsible for any claim for infringement of Patents by third parties arising from the use of the Goods supplied by the Seller.
CALL-OFF AND STORAGE OF GOODS:
Goods stored in the Seller's warehouse for call-off must be called off by the Buyer within three (3) months from the date of receipt. Failure to call off the goods within this stipulated period will result in the automatic invoicing of the goods to the Buyer.
In the event that the Buyer fails to call off the goods within the specified timeframe, the Seller reserves the right to apply storage charges, which will accrue from the date of receipt until the goods are taken or invoiced.
Storage charges will be communicated to the Buyer by the Seller and are payable in accordance with the payment terms outlined in these terms of business.
The Seller shall not be liable for any loss, damage, or deterioration of the goods during the storage period.
The Seller reserves the right to review and adjust the storage charges from time to time and will provide reasonable notice to the Buyer of any such changes.
BESPOKE PRODUCTS OR PRODUCTS IN BESPOKE PACKAGING:
Orders for bespoke products or products in bespoke packaging are non-cancellable. Once such an order is placed, it is considered binding and cannot be cancelled or modified by the Buyer, regardless of whether the products are delivered within the agreed-upon timeframe or not.
The Buyer acknowledges that bespoke products are specially customized or manufactured according to their unique specifications, and as such, cancellation is not permissible.
The Seller reserves the right to invoice the Buyer for the full agreed-upon price of bespoke products or products in bespoke packaging, irrespective of whether the goods have been delivered or are in the process of being manufactured
Any deposits or payments made by the Buyer for bespoke products are non-refundable in the event of cancellation.
The Seller will make commercially reasonable efforts to fulfil bespoke orders within the agreed-upon timeframe, but delays in delivery shall not provide grounds for cancellation.
RESERVATION OF TITLE:
The Seller continues to own all Goods supplied until the Buyer has paid all debts due from the Buyer to the Seller. Until then:
The Seller shall hold the Goods as fiduciary bailee and shall store them separately and in such a way that they can be identified as the Sellers and
The Seller may at any time demand that the Buyer return the Goods to the Seller and if the Buyer Fails to do so the Seller may enter the Buyers premises to take them back without incurring any liability and without effecting the Buyers obligations to buy them
Payment by cheque on counts when the cheque is cleared.
Without prejudice to all other rights and remedies which are(or would or might but for this provision be) available to the seller in respect of Goods which become the subject to any contract of sale the Seller shall in the event of sale or disposal to a third party of Goods prior to the passing of the title thereto the Buyer have the right to trace and shall be entitled of proceeds of such sale of disposal.
DAMAGE AND CLAIMS: Claims for damage and shortage, must be made in writing within 3 days of receipt of Goods.
NON-DELIVERY: Claims for non-delivery of Goods must be made within 7 days of invoice.
LAW AND APPLICABLE: All contracts to which these Conditions apply will be construed according to the Laws of England including English private international law.
HEADINGS: The headings of these Conditions are provided for the convenience only shall have no effect on the interpretation thereof.
GOVERNING TERMS AND CONDITIONS:
These terms of business constitute the entire agreement between the parties and supersede any prior understandings or agreements, whether oral or written, relating to the subject matter herein.
In the event of any conflict or inconsistency between these terms of business and any terms or conditions contained in the Buyer's purchase order, acceptance, or any other document, these terms of business shall prevail
No modification or waiver of any provision of these terms of business shall be valid unless in writing and signed by both parties
The Seller reserves the right to modify or amend these terms of business at any time, and such modifications or amendments shall be effective upon posting on the Seller's official website or providing notice to the Buyer.