1.1 Who is covered by these terms and conditions.
These terms and conditions apply to you if you purchase goods from us as a Trader. They do not apply for business to consumer transactions. These purchases need to be covered by separate terms and conditions – please contact us to discuss if you are representing a consumer transaction.
1.2 What these terms cover.
These are the terms and conditions on which we supply goods and, if relevant, our build service to you.
1.3 Why you should read them.
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are.
We are Apex Dst Limited a company registered in England and Wales. Our company registration number is 12837227 and our registered office is at Unit 3, Summerfield Barns, Hammerhill, Haynes, MK45 3BH, UK. We may also be known or associated with the apex-dot.uk and Apex – when we are we are still referring to the company Apex Dst Limited.
2.2 How to contact us.
You can contact us by telephoning our customer service team on 01234 489010 or by writing to us at email@example.com and Apex, Unit 3, Summerfield Barns, Hammer Hill, Haynes, MK45 3BH.
2.3 How we may contact you.
If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us when you place your order, so it is your responsibility to make sure these are valid and correct.
2.4 "Writing" includes emails.
When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order.
Our acceptance of your order will take place either when you press the Confirm and Place Order button for a website purchase or when we email you to accept it (order acceptance) for a purchase we have discussed via the telephone or emails, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order.
If we are unable to accept your order, we will inform you of this and will not charge you for the goods. This might be because the goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the goods or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number.
We will assign an order number to your order and tell you what it is when we accept your order - either directly from the website or via our order acceptance email. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR GOODS & BUILD SERVICE
4.1 Goods may vary slightly from their pictures.
The images of the goods on our website, catalogues and in any other sales material are for illustrative purposes only. Although we have made every effort to display the colours and finish accurately, we cannot guarantee that the images displayed on our website or in our catalogues and sales material accurately reflect the colour or finish of the goods. Your goods may vary slightly from those images. We may also make variations to the appearance of our goods to incorporate improvements or allow for manufacturing or assembly alterations and we are therefore unable to guarantee that the goods will be identical to those displayed on our website or in our catalogues and sales material. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website or in our catalogues and sales material should be considered to have a 5% error tolerance.
4.2 Our build and configuration service option.
When you use our build or configuration service you accept that in order to deliver your built or configured goods we will have consumed time on delivering the service in order to deliver the parts. By including this in your order you are explicitly confirming that we are to go ahead with the delivery of this service within the time you have to cancel the contract and therefore this will be charged whether or not we continue to deliver the goods. We will make every effort to stick to the timescales we agreed for the build or configuration service, but if unforeseen delays do occur then we will keep you advised and update you regularly on progress.
4.3 Packaging of goods may vary.
We package well because we want to get your order to you in good condition. The packaging of the goods may vary from any shown in images on our website or from order to order.
4.4 Making sure your measurements are accurate.
If we are configuring the goods to measurements you have given us you are responsible for ensuring that these measurements are correct.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the goods you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the goods, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 - Your rights to end the contract).
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the goods. We may change the goods: 6.1a. to reflect changes in relevant laws and regulatory requirements; and 6.2.b to incorporate minor technical adjustments and improvements from manufacturers, for example to address a safety issue. These changes will not affect your use of the goods.
7. PROVIDING THE GOODS
7.1 Delivery costs.
The costs of delivery will be as advised to you by the website or by our sales team during the order process and confirmed by us in the website order confirmation or our email acceptance to you.
7.2 When we will provide the goods.
During the order process we will let you know when we will provide the goods to you. We will deliver them to you as soon as reasonably possible and in any event within 90 days after the day on which we accept your order.
7.3 Where we will deliver the goods.
Goods will be delivered to the agreed address of your place of business. Goods will not be drop shipped directly to your customers without our express permission and arranged by prior agreement.
7.4 We are not responsible for delays outside our control.
If our supply of the goods are delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any goods you have paid for but not received.
7.5 Collection by you.
If you have asked to collect the goods from our premises, you can collect them from us at the time we have agreed and advised you of in confirmation email. If this time becomes a problem then simply contact us and we can arrange an alternative, although this alternative must be within 7 days of the original agreed collection date unless agreed otherwise by us in writing.
7.6 If you are not at available when the goods are delivered.
If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, our delivery carrier will leave you a note informing you of how to rearrange delivery or collect the goods from a local depot.
7.7 If you do not re-arrange delivery.
If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.8 When you become responsible for the goods.
The goods will be your responsibility from the time we deliver the goods to the address you gave us or the time you collect it from us.
7.9. When you own goods.
You own the goods once we have received payment in full.
7.10 What will happen if you do not give required information to us.
We may need certain information from you so that we can supply the goods to you, such as the required measurements to make the correct choice of the goods. If so, this will have been stated in the description of the goods on our website, our catalogue or sales material. We will contact you to ask for this information if you have not provided it during the sales process. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the goods late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.11 We may suspend supply of the goods if you do not pay.
If we are supplying the goods in stages and you do not pay us for the goods when you are supposed to (see clause 12.4) and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend the supply of any undelivered goods until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the goods. We will not suspend the goods where you dispute the unpaid invoice (see clause 12.6). As well as suspending the goods we can also charge you interest on your overdue payments (see clause 12.5).
8. YOUR RIGHTS TO END THE CONTRACT
8.1. You can always end your contract with us.
Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
a. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the goods repaired or to get some or all of your money back), see clause 11;
b. If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2; and
c. If you have just changed your mind about the goods, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.
8.2. Ending the contract because of something we have done or are going to do.
If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any goods which have not been provided and you may also be entitled to compensation. The reasons are:
a. we have told you about an upcoming change to the goods or these terms which you do not agree to;
b. we have told you about an error in the price or description of the goods you have ordered and you do not wish to proceed;
c. there is a risk that supply of the goods may be significantly delayed because of events outside our control;
d. we have suspended supply of the goods for technical or safety reasons, or notify you we are going to suspend them for technical or safety reasons, in each case for a period of more than 4 weeks; or
e. you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013).
For most goods bought by email, fax or phone you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When you don't have the right to change your mind.
You do not have a right to change your mind in respect of:
a. any goods which we inform you during the sales process is outside our standard range and needs to be cut to measure or custom made or using using a non-standard material or colour; and
b. any build service or configuration of the goods which has already consumed time; and
c. any goods which become mixed inseparably with other items after their delivery.
8.5 How long do I have to change my mind?
You have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
a. Phone or email. Call customer services on 01234 489010 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the order, including the order number, and, where available, your phone number and email address.
b. By post. Print off the form at the end of these terms and conditions and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
9.2 When you have told us you want to end the contract.
Please ensure that you have confirmation of our receipt of your cancellation of the contract. We will respond to cancellation emails within two days and will reply within two days by first class mail in response to posted cancellations. You will need our confirmation of the cancellation in order to make any further claims – having told us that you’ve told us is not enough. If you haven’t had our confirmation of cancellation then you should contact us to make sure that we have received your cancellation advice.
9.3 Returning goods after ending the contract.
If you end the contract for any reason after goods have been dispatched to you or you have received them, you must return them to us. You must send the goods back to us at Apex, Unit 3, Summerfield Barns, Hammer Hill, Haynes, MK45 3BH. Please call us on 01234 489010 or email us at email@example.com for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.4 When we will pay the costs of return.
We will pay the costs of return:
a. if the goods are faulty or misdescribed; or
b. if you are ending the contract because we have told you of an upcoming change to the goods or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong. In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
9.5 What we charge for collection.
If you are responsible for the costs of return and we are collecting the goods from you, we will charge you the direct cost to us of collection.
9.6 How we will refund you.
We will refund you the price you paid for the goods including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.7 Deductions from refunds if you are exercising your right to change your mind.
If you are exercising your right to change your mind:
a. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your damaging them or handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have damaged or handled them in an unacceptable way, you must pay us an appropriate amount.
b. Where you have used our build service that service may have started and may even have completed within the cooling off period, in which case the service will still be chargeable and the cost of the build service will be excluded from the refund.
c. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of the goods within 3-5 days at one cost but you choose to have the goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.8 When your refund will be made.
We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
a. If you have the goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the goods back to us. For information about how to return the goods to us, see clause 9.8.
b. In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it.
We may end the contract for the goods at any time by writing to you if:
a. you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
b. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the goods, for example, measurements for the goods; or
c. you do not, within a reasonable time, allow us to deliver the goods to you or collect them from us.
10.2 You must compensate us if you break the contract.
If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for goods we have not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11. IF THERE IS A PROBLEM WITH THE GOODS
11.1 How to tell us about problems.
If you have any questions or complaints about the goods, please contact us. You can telephone our customer service team at 01234 489010 or write to us at firstname.lastname@example.org and Apex, Unit 3, Summerfield Barns, Hammerhill, Haynes, MK45 3BH.
11.2 Summary of your legal rights.
We are under a legal duty to supply goods that are in conformity with this contract. Nothing in these terms will affect your legal rights.
11.3 Your obligation to return rejected faulty goods.
If you wish to exercise your legal rights to reject goods you must send them back to us or allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01234 489010 or email us at email@example.com for a return label or to arrange collection.
12. PRICE AND PAYMENT
12.1 Where to find the price for the goods.
The price of the goods (which includes VAT) will be the price advised to you by the website when you place your order or via email if you have discussed the order with us by telephone and/or email (or, if no price is advised, the price set out in our published price list in force as at the date of your order) and will be confirmed to you in our order acceptance. We take all reasonable care to ensure that the price of the goods advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the goods you order.
12.2 We will pass on changes in the rate of VAT.
If the rate of VAT changes between your order date and the date we supply the goods, we will adjust the rate of VAT that you pay, unless you have already paid for the goods in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong.
It is always possible that, despite our best efforts, some of the goods we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the goods's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the goods's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
12.4 When you must pay and how you must pay.
We accept payment by MasterCard, Visa, Maestro credit and debit cards. You must pay for goods before we dispatch them. For website orders your credit or debit card will be charged when you place the order. For orders discussed directly via telephone and/or email we will not charge your credit or debit card until we dispatch the goods to you.
12.5 We can charge interest if you pay late.
If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of HSBC Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.6 What to do if you think an invoice is wrong.
If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
13 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
13.1 We are responsible to you for foreseeable loss and damage caused by us.
If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so.
This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the goods including the right to receive goods which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, where installed by us, correctly installed; and for defective goods under the Consumer Protection Act 1987
13.3 We are not liable for business losses.
We only supply the goods to you as a consumer for domestic and private use. If you use the goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14. MANUFACTURER GUARANTEES
14.1 Some of the goods we sell to you come with a manufacturer's guarantee.
For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the goods.
14.2 If you are a consumer, a manufacturer's guarantee is in addition to, and does not affect, your legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
15. OUR WARRANTY FOR THE GOODS
15.1 For goods that we have manufactured specifically or for parts that we have manufactured that are incorporated in the goods we provide a warranty that on delivery and for a period of 12 months (warranty period), the the goods shall be free from material defects and shall continue to function for their intended purpose. However, this warranty does not apply in the circumstances described in clause 15.2.
15.2 Unless one of the circumstances set out in clause 15.3 applies, if:
a. you write to us 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 15.1;
b. you give us a reasonable opportunity of examining the goods; and
c. you return the goods to our place of business (if we ask you to) at your cost.
We will at our option repair or replace the defective goods, or refund the price of the defective goods in full.
15.3 The warranty in clause 15.1 does not apply to any defect in the relevant goods arising from:
a. incorrect installation of the goods (including installation which is not in accordance with any written or oral fitting instructions supplied with the relevant goods);
b. not adhering to the weight tolerances or fitting requirements specified for the relevant goods on our website, catalogues and sales material or as otherwise specified in any instructions supplied with the relevant goods;
c. fair wear and tear;
d. wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
e. if you fail to operate or use the goods in accordance with the user instructions;
f. any alteration or repair by you or by a third party without our written consents; or
g. any specification provided by you.
15.4 This warranty is in addition to, and does not affect, your legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
16. HOW WE MAY USE YOUR PERSONAL INFORMATION
16.1 How we will use your personal information.
We will use the personal information you provide to us:
a. to supply the goods to you;
b. to process your payment for the goods; and
c. if you agreed to this during the order process, to give you information about similar goods that we provide, but you may stop receiving this at any time by contacting us.
16.2 We will only give your personal information to third parties where the law either requires or allows us to do so
16.3 We do not store credit card details of any kind.
17. EXCLUDED CHANNELS AND MARKETS
In order to comply with the exclusivity of our distribution agreements with our brands, you shall not sell the goods via the following online channels unless otherwise agreed by us in writing:
(d) Any other third party re-seller
18. OTHER IMPORTANT TERMS
18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
18.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
18.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the goods, we can still require you to make the payment at a later date.
18.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the goods in the English courts. If you live in Scotland you can bring legal proceedings in respect of the goods in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the goods in either the Northern Irish or the English courts.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract) To: Apex Dst Limited, Unit 3, Summerfield Barns, Hammerhill, Haynes, MK45 3BH UK
Telephone No: 01234 489010 Email Address: firstname.lastname@example.org
I hereby give notice that I cancel my contract of sale of the following for the supply of the following: (please describe the goods covered by the order)
______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________
Ordered on: _____ / _____ / ____________ My Order number is: __________________________ My name is: __________________________ My address is: __________________________ __________________________ __________________________ __________________________
Signature: __________________________ Date: _____ / _____ / _________ (only required if a paper copy of this cancellation form is being provided)