Terms & Conditions

Aphex Warehouse Services T/A The Ladder People (AWS)

STANDARD TERMS AND CONDITIONS

OF SALE

(Aphex Warehouse Services T/A The Ladder People 2015)

1. General

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

acceptance.

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

Company.

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. Cancellations

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. Risk

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. Deliveries

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

customer.

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

ensure:

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

actual despatch.

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.

7. Carriage

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.

8. Unloading

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

operations.

9. Quantities

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

writing.

10. Prices

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

instructions.

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

of payment.

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

that figure.

11. Payment

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

contract.

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

contract accordingly

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.

12. Title

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

any goods

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.

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

payable.

12.8 Nothing contained in this clause shall confer any right on the

customer to return goods or to refuse or delay payment.

13. Acceptance

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. Complaints

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

transit.

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

supplied

14.3.2 which have been damaged or altered in any manner after

delivery

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

confirmed.

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

control.

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

arising.

19. Indemnity

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.

21. Termination

Without prejudice to any of its other rights AWS may

without liability terminate a contract or suspend further deliveries

and work:

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

become insolvent.

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

the customer.

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

22. Sub-Contractors

AWS reserves the right to sub-contract all or any part of

the job.

23. Severance

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

and effective.

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.

24. Jurisdiction

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.

25. Waiver

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. Notices

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

the customer.

26.2 A notice by first class post shall be deemed served on the next day

after posting.

26.3 A notice by email or facsimile shall be deemed served at the time

of sending