‘the Buyer’ means the person or organisation placing an order with the Company subject to these terms and conditions; ‘the Company’ means A P Leisure UK Ltd as Contract; ‘the Goods’ means the goods which are the subject matter of the quotation.
2.1. Any Goods sold by the Company will be sold on these terms and conditions unless otherwise agreed in writing by a director of the Company.
2.2. These terms and conditions will take precedence over the Buyer’s terms and conditions and will be conclusive where there is any inconsistency between the two.
2.3. These terms and conditions will supersede all and any previous agreements between the parties, information appearing in any sales brochure or other documentation produced by the Company.
2.4. Product dimensions contained in sales literature provided by the Company are approximates. Where critical the Buyer is to confirm in writing with a member of staff any product specific dimension requirements.
3.1. The price quoted for any Goods will, on receipt of confirmation of the Buyer’s order, be confirmed in writing to the Buyer.
3.2. Any price quoted will be open to acceptance by the Buyer for a period of 30 days. After such time the Company reserves the right to re‐quote for the Goods.
3.3. Prices quoted for the Goods will be given for full orders, and the Company may refuse any order which comprises only part of the order quoted for or add charges.
3.4. The Company will not be liable for any change in price between quotation and order, or order and delivery due to circumstances beyond the Company’s control.
3.5. All prices quoted will be exclusive of packing, carriage, duties and VAT, unless stated.
4.1. All deliveries will be subject to the receipt of cleared funds prior to the proposed date of delivery, and the company may refuse to deliver the Goods if payment has not been made at that time.
4.2. The Company will confirm any order for the Goods in writing to the Buyer at which time the Buyer must deposit 50% of the price within 5 working days of the date of the order confirmation. Receipt of these funds are treated as order acceptance and any errors or omissions must be reported in writing within 24 hours of receiving order confirmation.
4.3 If cleared funds are not received 5 working days before delivery then the delivery date is subject to change.
4.4. If the proposed delivery date is within 14 days of the date of order confirmation then the full amount of the price will be payable within 5 working days of the date of the confirmation or prior to the proposed date of delivery whichever is sooner.
4.5 All orders under £1000 excluding VAT will be payable at time of order.
4.6 Credit card transactions will be subject to a 2% surcharge to cover merchant costs to the Company.
5.1. The proposed delivery date will be agreed on confirmation of the order.
5.2. Whilst the Company will endeavour to deliver the Goods on the Delivery Date it cannot be liable for any delay in the delivery and therefore the Delivery Date should be regarded as an estimate only and may be changed by notification of the Company to the Buyer.
5.3. All standard deliveries are made by a sole driver and deliveries are made tailgate i.e. the driver may assist in unloading from the vehicle but will not be responsible for lifting, carrying, assembling or installing the Goods into the Buyer’s premises, and unless otherwise agreed at the time of order confirmation the Buyer must ensure that they have the resources available to do so.
5.4. In accordance with the standard delivery terms referenced in 5.3, Goods which require assembly shall be delivered unassembled unless otherwise agreed at the time of order confirmation. Dependent on type of Goods and suitability for transport, an assembly service is available at a chargeable rate to be quoted by the Company on a per-job basis at the point of order confirmation.
5.5. If agreed at the time of order confirmation, additional members of the Company’s staff may be made available to assist with installation of furniture at a minimum rate of £25 per hour per member of staff provided. The hours worked will be calculated from the time the member of staff leaves the Company’s premises until such time as they return.
5.6. Where Goods are delivered in instalments or by part delivery, the Buyer will not be entitled to treat the delivery of faulty Goods, or the late delivery of Goods, in one instalment or part delivery as repudiation of the entire contract.
5.7. Where a dispatch address has not been agreed and the Buyer fails to notify the Company of the address for delivery within fourteen days of having been notified that the Goods are ready for delivery, the Company shall be entitled (but not bound) to store the Goods at any location at the Buyer’s expense and risk.
5.8.1. Inspection of the Goods should occur upon delivery and any discrepancies or damages are to be listed and signed for on the delivery note by the Buyer.
5.8.2. Furthermore the issues are to be confirmed in writing to the Company within 24 hours to allow the Company to lodge adequate insurance claims against any third party courier.
5.8.3. The Company can refuse to pursue a transport damage claim if the previous clauses 5.8.1 and 5.8.2 are not met by the Buyer.
6.1. The Company shall be entitled without prejudice to its other rights and remedies to terminate immediately in writing every contract it has with the Buyer or to suspend any further delivery of the Goods under any or every contract it has with the Buyer if:
6.1.1. any debt is due and payable by the Buyer to the Company and remains unpaid;
6.1.2. the Buyer has failed to provide any letter of credit bill of exchange or any other security required by the Company;
6.1.3. the Buyer has rejected returned or failed to take delivery of the Goods or part of them otherwise than in accordance with these Terms and Conditions;
6.1.4. the Buyer becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
6.1.5. the Buyer being a body corporate has:
188.8.131.52. received notice (either written or oral) that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets;
184.108.40.206. received notice (either written or oral) that a petition to wind up the Buyer is to be or has been presented under Section 124 of the Insolvency Act 1986 or otherwise or a notice (either written or oral) of a proposal to pass a Resolution to wind up the Buyer (including any proposal by the Buyer so to do);
220.127.116.11. decided to make a voluntary arrangement or composition with its creditors;
18.104.22.168. become unable to pay its debts as such expression is defined by the Insolvency Act 1986; or
22.214.171.124. received notice (either written or oral) of anything analogous to the above under foreign law or that proceedings have been instituted under foreign law.
6.1.6. the Buyer being an individual or a partnership has:
126.96.36.199. become unable to pay its debts as such expression is defined in the Insolvency Act 1986;
188.8.131.52. suspended any payment to the Company in whole or part;
184.108.40.206. proposed or entered into any composition or arrangement with his creditors;
220.127.116.11. had a receiving order in bankruptcy made against him; or
18.104.22.168. received notice (either written or oral) of anything analogous to the above under foreign law.
7. RISK AND TITLE TO GOODS
7.1. The risk in the Goods passes to the Buyer upon delivery.
7.2. Notwithstanding the passing of risk, property in the Goods shall remain vested in the Company and shall only pass from the Company to the Buyer upon full payment being made of all sums due to the Company from the Buyer in respect of those Goods.
7.3. If the Goods are sold by the Buyer to a third party who then has a valid title to the Goods the Buyer shall be the trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the Buyer shall place such proceeds in a separate bank account and the Company’s rights under this sub‐clause shall attach to the proceeds of such sale and nothing shall constitute the Buyer the agent of the Company for the purposes of any such sub‐sale.
7.4. Unless and until payment in full is received the Company may at any time repossess the Goods and enter the Buyer’s premises and remove the Goods (and dispose of the same as it may decide) and the Buyer shall keep such Goods as fiduciary agent and Bailee for and on behalf of the Company and shall keep such Goods separate and identifiable for this purpose.
8. CANCELLATION BY THE BUYER
8.1. The Buyer has no right to cancel or postpone any contract made under these terms and conditions after the Company has issued its order acknowledgement.
8.2. If the Buyer purports to do so (without prejudice to any other rights of the Company in connection with such purported cancellation or postponement) the Buyer shall compensate the Company for all costs charges and expenses incurred by the Company, including loss of profit by reason of such cancellation or postponement.
9. SEVERANCE AND WAIVER
9.1. In the event of any part of these terms and conditions being ineffective for any reason the remainder thereof shall constitute the terms and conditions binding upon the parties.
9.2 Small Order Charge: all trade orders less than £200 (ex VAT) will be subject to a small order administration charge, at the companies discretion.
9.3 Any quotation is given on the basis that no Contract shall come into existence until the Company despatch acknowledgement of order to the Buyer. Any quotation is valid for a period of 14 days only from its date, provided that the Company has not previously withdrawn it.
9.4 Modern upholstery techniques demand the use of staples, tacks, studs, sticking etc. Where these are not intended to be seen every effort will be made to fabrics or materials and due to the construction of some frames, this is not always possible. Total concealment is therefore not guaranteed.
9.5 All schemes, layouts, drawings and patterns remain the property of the Company and may not be used by a third party without prior written consent, and full payment of all consultancy fees and expenses.
10.1 Any sample furniture which is required by the Buyer will be chargeable however these charges can be waived when an order is placed.
10.2 The Goods are at the risk of the Buyer from the time of Delivery or Collection.
10.3 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds)all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
10.4 Where the Goods include components which have been bought in at prices fixed in currencies other than pounds sterling the Company reserves the right to add a surcharge to cover the cost of currency fluctuations.
10.5 The Company reserves the right to amend the price as a result of any of the following:-
(a) Any variations made to the specification at the request of or with the agreement of the Buyer;
(b) Any suspension or delay of site work for reasons outside the control of the Company;
(c) Any failure of the Buyer to comply with any other clause of these conditions for which it is responsible; and
(d) Any quantities of material supplied or labour involved additional to that set out in the quotation.
10.6 The price for the Goods shall be exclusive of any value added tax.
10.7 The Company reserves the right to alter prices and specifications without prior notice.
11.1 Our trading terms are normally full payment on order, *on occasions deposit payments are approved full payment of the balance must be paid as cleared funds at least one day prior to delivery the Company does not normally** operate credit account facilities although payment on delivery can be made available by special arrangement, however only cleared funds can be accepted. (i.e. Cash, Bankers Draft, Credit or Debit Card etc). Company Cheques will only be accepted a minimum of 10 days prior to delivery. Internet Orders MUST be paid in full with order.
11.2 *All deposits paid are non-refundable in any circumstances.
11.3 **Credit Facilities are only available by special arrangement and subject to status. On these rare occasions our terms are Strictly 30 Days from Invoice.
11.4 In the event of the Buyers cheque not being honoured by their bank upon presentation, the Company reserves the right to charge the Buyer £100.00 + VAT.
11.5 The Buyer will be invoiced for the Goods on the day of Delivery or Collection.
11.6 Where Delivery or Collection is by instalments, the Buyer shall be invoiced for each separate instalment on the day of Delivery or Collection of each instalment.
11.7 Subject to condition 11.11, the Buyer shall pay each invoice submitted to it by the Company in pounds sterling within 30 days of receipt of the invoice.
11.8 Payment may be made either in person at any of the Company’s offices or by post to the Company’s registered office or directly into the Company’s designated bank account.
11.9 Time for payment shall be of the essence.
11.10 No payment shall be deemed to have been received until the Company has received cleared funds.
11.11 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
11.13 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4%above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
11.14 Where payment is to be by instalments the Company shall not be bound to take any step in performance of the Contract until the Buyer has paid the deposit or first instalment and if the Buyer shall fail promptly to pay the second or any subsequent instalment the Company shall be entitled to suspend or terminate its performance of the Contract and to call on the Buyer to furnish a bank guarantee for the due payment of the outstanding balance of the price.
12.1 The Company warrants that (subject to the other provisions of these conditions) on Delivery or Collection the Goods shall be of good quality and free from defects.
12.2 The Company shall not be liable for a breach of the warranty in condition 12.1 unless:
(a) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
(b) the Buyer makes any further use of such Goods after giving such notice; or
(c) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(d) the Buyer alters or repairs such Goods without the written consent of the Company.
12.3 Subject to condition 12.2 and condition 12.3, if any of the Goods do not conform with the warranty in condition 12.1. the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.
12.4 If the Company complies with condition 12.3(c) it shall have no further liability for a breach of the warranty in condition 12.1 in respect of such Goods.
12.5 The Company reserves the right to charge storage after 1 month on a week to week basis for goods left with the Company for pricing.
12.6 Latent Defects. The Company shall not be responsible for any latent defects in the frame, mechanical actions or supporting fabrics of the Buyers own furniture
13. FORCE MAJEURE
The Company reserves the right to defer the date of Delivery or Collection or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
If the Company undertakes to install the Goods the following additional terms shall apply:-
(a) The Company shall be entitled to use free of charge such supplies of electricity water gas and other services as maybe reasonably required for the installation;
(b) The Buyer shall provide at its own expense such temporary roadways footways scaffolding lifting equipment and the like as may be reasonably required for the safe completion of the installation;
(c) The Buyer shall at its own expense be responsible for the cleaning out and preparation of the site prior to installation;
(d) The Buyer shall at its own expense be responsible for the proper fencing, guarding, lighting and protection of the works during the installation and until it is completed;
(e) The Buyer shall give the Company facilities for carrying out the works on the site continuously during the normally recognised working hours or at such other hours as the Company shall in its sole discretion specify; and
(f) The Buyer shall provide secure and suitable on-site facilities for the storage of Goods and/or materials until thei20.1 All communications between the parties about the Contract shall be in writing (which shall include email) and delivered by hand or sent by pre-paid first class post or sent by fax or email:
(a) (in case of communications to the Company) (a) if by post to its registered office or such changed address as shall be notified to the Buyer by the Company or (b) if by email to the email address of the person named at paragraph 16.3 from time to time; or
(b) (in the case of the communications to the Buyer) (a) if by post to the registered office of the addressee (if it is accompany) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer from time to time or (b) if by email to any email address set out in any document which forms part of the Contract or such other email address as shall be notified to the Company by the Buyer from time to time r installation.
15.1 The Company acts in accordance with the Data Protection Act 1998 ('The Act”) and will comply with the statutory requirements imposed on the Company to keep the Buyers personal data confidential and secure
15.2 The Company processes the Buyers personal data in accordance with the Act
15.3 The Company do not store credit card details nor share the Buyers details with any 3rd parties
16.1 The Company hope that the Buyer will not have any complaints about our service however if the Buyer does have an issue, please contact the Company A P Leisure UK Ltd and the Company will do our best to correspond within 5 business days