Aphex Warehouse Services T/A The Ladder People (AWS)
STANDARD TERMS AND CONDITIONS
(Aphex Warehouse Services T/A The Ladder People 2015)
1.1 These conditions will apply to any order and to any acceptance of
an order. No variations or additions shall be effective unless
agreed by AWS (Aphex Warehouse Services T/A The Ladder People) in
writing. Any terms or conditions in a customers order not agreed
by AWS in writing shall have no effect.
1.2 Estimates do not constitute contractual offers and remain open to
an order within 28 days. An offer or order is not deemed to be
accepted without written confirmation on AWS’s form of
1.3 Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or
other document or information issued by AWS shall be
subject to correction without any liability on the part of the
2. Customer Returns
2.1 The customer is legally bound to take the goods comprised in the
contract and return of goods will not be accepted without the
prior written consent by AWS. In no event will returns or
cancellation be accepted on goods made to customers order.
2.2 The customer will be responsible for the packing and carriage of
any goods returned which will remain at the risk of the customer
until actual receipt by AWS. AWS may in any
event refuse to accept any goods which have deteriorated or have
been damaged during return.
3.1 The customer may not cancel this contract except with the written
consent of one of our Directors.
3.2 If we agree to a cancellation, you shall indemnify us in full against
all loss (including loss of profit), costs (including the cost of all
labour and materials used), damages, charges and expenses
incurred by us as a result of cancellation, or alternatively (at our
option) you shall pay to us the sum of 35% of the contract price
representing liquidated damages to compensate us against all
losses incurred as a result of the cancellation.
4.1 When carriage is arranged by AWS by its own transport or
otherwise, delivery shall be deemed to take place at the moment
when possession or control of goods are transferred to the
customer or its agent before off-loading or otherwise. When
carriage is arranged by the customer by its own transport or
otherwise, delivery shall be deemed to take place when possession
or control of goods are passed by AWS to the carrier or
on the fifth day after AWS has given notice that goods are
available for collection, whichever shall be the earlier.
4.2 Risk in respect of goods shall pass upon delivery.
4.3 The customer shall insure goods against loss or damage in their
full invoice price in the joint names of AWS and the
customer from delivery until payment in full has been made.
5.1 Estimated delivery dates (if any) are given in good faith but are not
binding unless so confirmed in writing in AWS’s
acceptance of an order and in that event time shall not be of the
essence of the contract.
5.2 Goods may be delivered by AWS in advance of the
quoted delivery date upon giving reasonable notice to the
5.3 Where the contract provides for delivery by instalments (whether
or not on specified dates) and the customer fails to take delivery
of an instalment, AWS shall not in any event be bound to
make up such instalment according to any informal or binding
schedules, programme or timetable.
5.4 The customer may not refuse to take or accept delivery of any
consignment on account of any alleged failure shortage or defect
in that or any other delivery.
5.5 When the customer is to arrange carriage the customer shall
5.5.1 that delivery takes place as soon as possible after the
Company has given notice that a consignment is ready and in any
event within five days of such notice and
5.5.2 that the vehicle is suitable in all respects to carry the goods
involved and AWS reserves the right to withhold delivery
if in its opinion the vehicle is unsuitable in any respect.
6. Failure to accept delivery
If the customer fails to accept delivery by AWS or to pick
up goods within five days of notice as aforesaid (whichever may
be the case):
6.1 AWS at its own initiative (and without prejudice to any
rights against the customer) or at the request of the customer may
store the goods at the risk of the customer and the customer shall
pay upon demand the reasonable storage costs of AWS
and all other expenses involved including insurance (at the
Company’s option) costs of re-delivery, loading and unloading and
the goods may be re-invoiced at the rates ruling at the date of
6.2 AWS may sell the goods at the best price readily
obtainable and (after deducting all reasonable storage and selling
expenses) account to the customer for the excess over the price
under the contract or charge the customer for any shortfall below
the price under the contract.
Unless otherwise agreed in writing, costs of carriage will be borne
by the customer and if arranged by AWS, will be included
in the invoice.
The customer shall provide adequate labour and facilities at the
delivery point for unloading goods and shall indemnify the
Company against all claims howsoever arising from unloading
By way of confirmation, orders are accepted on the basis that they
constitute an unqualified order for
the full quantity unless otherwise agreed by AWS in
10.1 Price lists are subject to alteration at any time and quoted prices
are estimates only. Unless fixed prices are expressly agreed in
writing by AWS in its acceptance of an order, the price
payable by the customer shall be at AWS’s rates ruling at
the date of despatch.
10.2 AWS may in any event by notice to the customer at any
time before delivery increase the price of goods to reflect any
increase in the cost to AWS which is due to any factor
beyond AWS’s control (such as, without limitation, any
foreign exchange fluctuation, currency regulation, alteration of
duties, increase in the costs of labour, materials or other costs of
manufacture), any change in delivery dates, quantities or
specification for goods requested by the customer or any delay
caused by any instructions of the customer or failure of the
customer to give AWS adequate information or
10.3 All quotations are strictly net ex works and no discounts will be
allowed unless agreed in writing.
10.4 Prices are subject to the addition of VAT at the rates ruling at the
date of tax point.
10.5 Prices in currencies other than pounds sterling are subject to
variation in price based on the exchange rate applicable at the date
10.6 The customer shall pay or reimburse any tax levy or charge of
whatever nature imposed by the authorities in any foreign country.
10.7 A minimum order charge of £80.00 will be made on orders under
11.1 Payment terms are net cash upon notice that goods are ready for
delivery and payment is legally due and owing 48 hours after
service of invoice.
11.2 Without prejudice to any other rights of AWS it may charge
interest (both before and after any judgement) at the rate of 2.5%
above bank rate per 4 weeks from the due payment date until date
of payment on any payment overdue 30 days and interest shall
accrue from day to day.
11.3 Payment shall not be deemed to have been made until payment in
cash or cleared funds have been received by AWS.
11.4 The customer shall not be entitled to withhold payment of any
sums due to AWS by reason of any disputed claim by the
customer relating to any goods deliveries or work.
11.5 If the customer fails to make payment by the due dates then
without prejudice to any other rights of AWS:
11.5.1 AWS shall be entitled to suspend all or any other deliveries
or work under that or any other contract with the customer and in
such event the customer shall not in any respect be released from
his obligations to AWS under that or any such other
11.5.2 AWS shall be entitled to treat the relevant contract or any
other contract with the customer as having been unlawfully
terminated by the customer and to claim damages for breach of
11.5.3 AWS shall be entitled to appropriate any payment made
by the customer (on any account) to such goods under that or any
other contract as AWS may think fit (notwithstanding any
purported appropriation by the customer)
11.6 Prices are based on work being done during the recognised
normal working hours and overtime work shall be charged at the
Company’s additional rates applicable at the time.
While any money remains owing by the customer to AWS
on any account (whether due for payment or not):
12.1 Title to all goods shall remain vested in AWS
notwithstanding delivery or passing of risk.
12.2 AWS may recover and re-sell any goods and the
customer shall deliver any goods to AWS upon demand.
AWS may enter upon any premises of the customer or
any third party where goods are stored to repossess goods whether
or not they have been affixed to any property and/or to examine
12.3 The customer shall hold all goods as trustee for AWS,
stored separately, properly protected and insured and clearly
identified as AWS’s property.
12.4 The customers authority to resell goods is not implied and any
authority given by AWS is automatically revoked when
any money owing to AWS becomes overdue for payment
or on the occurrence of any event specified in condition 21.
12.5 Any resale of goods by the customer will be as an agent for the
Company and shall be on the condition that title does not pass to
the purchaser except on the same basis as set out in this condition
12.6 The customer shall pay the proceeds of any resale of goods
including proceeds of any insurance or factoring of debts into a
separate interest bearing bank account for AWS and in the
case of tangible or non-monetary proceeds shall keep the same
stored separately, property protected and insured and clearly
identified as AWS’s property.
12.7 The customer may not pledge or in any way charge by way of
security for an indebtedness any goods which remain the property
of AWS but if the customer does so all monies owing by
the customer to AWS shall (without prejudice to any other
right or remedy or AWS) forthwith become due and
12.8 Nothing contained in this clause shall confer any right on the
customer to return goods or to refuse or delay payment.
The customer will be deemed to have received inspected and
accepted goods as satisfactory and
complete in all respects unless written notice of any alleged non-delivery
shortage or defect is given to AWS (a) in the case
of alleged under delivery, shortages or damaged goods within 3
days from delivery and (b) in the case of alleged defects forthwith
upon the same becoming apparent and in any event within 7 days
from delivery or (if the defect is covered by guarantee) within the
periods specified in the guarantee (see conditions 15.1).
14.1 AWS shall be given every facility to examine at the
delivery address goods the subject of any complaint and to take
them back to AWS’s premises.
14.2 If requested by AWS, the customer at his risk will return
to AWS carriage paid goods the subject of complaint.
AWS will be under no obligation whatsoever in respect
of goods which have deteriorated or been damaged during return
14.3 In no event will AWS be liable in respect of goods:
14.3.1 which are used for any purpose other than that for which
14.3.2 which have been damaged or altered in any manner after
14.3.3 which have been rendered defective by lack of
maintenance in accordance with recommendations or instruction
in the operating handbook or by unfair or improper use.
14.4 Subject to the receipt of due notice under condition 13 the
Company may at its option either replace or make up or repair
free of charge any goods for which AWS accepts
responsibility as being incomplete or defective or may refund the
price or give credit therefore.
15. Specification, Warranties and Liability
15.1 Subject to conditions 13 and 14, AWS warrants goods
manufactured by Aphex Warehouse Services T/A The Ladder People in accordance
with the terms of AWS’s form of guarantee in force from
time to time; provided always that the warranty does not extend to
and AWS shall not be liable for goods or parts
manufactured by a third party.
15.2 The customer shall be responsible to AWS for ensuring
the accuracy of the terms of any order (including all applicable
drawings and specifications) submitted by the customer and for
giving AWS any necessary information relating to goods
within a sufficient time to enable AWS to perform the
contract in accordance with its terms.
15.3 AWS reserves the right to make any changes in the
specification of goods without notice.
15.4 So far as and to the fullest extent permitted by law all conditions
and warranties whether express or implied and whether arising by
statute customer of the trade or at common law are excluded and
AWS shall not be liable for loss of profit injury damage or
any consequential or special loss or damage sustained by the
customer howsoever arising and in no event shall AWS’s
liability exceed the contract price.
15.5 Any advice or recommendation given by AWS or its
employees or agents to the customer or its employees or agents as
to the storage, application or use of goods which is not confirmed
in writing by AWS is followed or acted upon entirely at
the customers own risk, and accordingly AWS shall not be
liable for any such advise or recommendation which is not so
15.6 16.Intellectual Property and Tooling
16.1 The property in all design rights, copyright, trade secrets, and all
confidential information in respect of all drawings, prints,
technical specifications database and IT information including all
subsequent modifications and adaptions prepared, manufactured
or supplied by AWS shall vest in and remain the property
of AWS, and the customer undertakes that it will not
disclose to any other person or use the same other than for the
purpose of the contract and that it will at the request of the
Company at any time immediately deliver the same to the
Company together with all copies thereof in its possession or
16.2 The customer shall indemnify AWS against all loss or
damage to AWS’s tangible property which is at any time in
the customers possession or control.
17. Safety of Goods
17.1 The customer shall forthwith provide AWS with all
information relating to any defects or safety hazards in goods of
which it has or of which it becomes aware or of which it ought
reasonably to have become aware.
17.2 The customer shall provide any person who uses or may use
goods with any information (including instructions) provided by
AWS which affects or may affect the safe use of goods
and shall comply with all reasonable requirements of AWS
to ensure the safety of goods or of any such person.
18. Customers Special Requirements
So far as and to the fullest extent permitted by law AWS
shall not be responsible or liable in
any respect for goods produced in accordance with a customers
specification and the customer will
indemnify AWS from and against all liability, actions,
proceedings, costs, claims, demands,
damage, expenses, loss or injury in respect thereof howsoever
So far as and to the fullest extent permitted by law the customer
shall indemnify AWS from and against all liability, loss,
damage, injury, cost, expenses, claims and demands arising from
any cause other than negligence or breach of contract by the
Company and in particular without prejudice to the generality of
the foregoing from alleged infringement of patent, registered
design or other industrial or commercial property right.
20. Force Majeure
AWS shall not be liable to the customer or be deemed to
be in breach of the contract by reason of any delay in delivery or
any delay in performing or any failure to perform any of the
Company’s obligations if the delay or failure was due to any cause
beyond AWS’s reasonable control. Without prejudice to
the generality of the foregoing, the following shall be regarded as
causes beyond AWS’s reasonable control: Act of God,
explosion, flood, tempest, fire or accident, war or threat of war,
sabotage, insurrection, civil disturbance or requisition, acts,
restrictions, regulations, bye-laws, prohibitions or measure of any
kind on the part of any governmental, parliamentary or local
authority; import or export regulations or embargo’s; strikes,
lockouts or other industrial actions or trade disputes (whether
involving employees of AWS or of a third party);
difficulties in obtaining raw materials, labour, fuel, parts or
machinery; power failure or breakdown in machinery.
Without prejudice to any of its other rights AWS may
without liability terminate a contract or suspend further deliveries
21.1 if the customer shall commit any breach of this or any other
contract with AWS including failure to make any
payments on the due dates.
21.2 If being an individual the customer shall die or have a receiving
order made against him or commit any act of bankruptcy or
21.3 If being a Company the customer shall call any meeting of its
creditors or have a receiver or
administrator of all or any of its assets appointed or enter into
liquidation or become subject to a
winding up order of the Court.
21.4 If the customer compounds with or negotiates for any
composition with its creditors or permits any
judgement against it to remain unsatisfied for 14 days.
21.5 If any distress execution or other legal process shall be levied upon
21.6 If the customer ceases or threatens to cease to carry on business.
21.7 If AWS reasonably considers that any of the events
mentioned above is about to occur and
notifies the customer accordingly
AWS reserves the right to sub-contract all or any part of
These conditions are considered to be reasonable in the
circumstances and the trade. Any avoidance
or restriction or limitation upon them or their effect by statute
shall be limited to the condition or the
part of the condition and the issue to which it specifically relates
and applies. If any condition or part
of a condition or limitation of liability is found to be invalid and
would be valid if modified by extension of time or otherwise it
shall at the option of AWS take effect with such
modification or amendment as may be necessary to make it valid
If AWS and its discretion decides that the effect of any
such avoidance restriction or limitation is to defeat the
original intention of the parties AWS may without liability
terminate the contract.
The contract between AWS and the customer shall be
deemed to have been made in England
and shall be governed in all respects by English law. The customer
shall submit to the jurisdiction of
the English courts provided that AWS at its option may
bring any legal proceedings against
the customer in the courts of any other country.
No indulgence granted or delay permitted by AWS shall
constitute any bar to its enforcement
of its rights at any time and no waiver in respect of any breach
shall operate as a waiver in respect of
any other or subsequent breach.
26.1 Any notice (including without limitation invoices or other
documents) may be sent by post, email or facsimile or delivered to
AWS at its registered office or to the customer at any
address which it may have used on correspondence with the
Company (or if the customer is a Company) at its registered office
or may be served personally on any Director or the Secretary of
26.2 A notice by first class post shall be deemed served on the next day
26.3 A notice by email or facsimile shall be deemed served at the time