Updated: 25/02/2025 | Version 2.0
1.1. The reference to “Terms” or “Conditions” means these Terms and Conditions which are incorporated into and shall form part of the Contract.
1.2. For the purpose of these Conditions, the term “us” “we” or “APMG” shall mean APMG Limited.
1.3. The term “Customer” or “you” shall mean any other party, to which APMG shall offer a quotation, offer of sale or Contract.
1.4. “Contract” means the contract between APMG and the Customer comprising of APMG‘s quotation (including documents (if any) incorporated by express reference in the quotation) and the acceptance thereof by the Customer.
1.5. “Goods” for the purpose of these Terms shall include the design/ drawings; manufacture; supply; and installation and service of whole or part orders accepted by APMG.
1.6. “Invoice” shall mean the document dispatched from APMG to the Customer requiring payment, which will be deemed to include these Terms and Conditions of Trading.
1.7. “Proforma” or “Proforma Invoices” shall mean the document despatched from APMG to the Customer requiring payment to APMG before delivery of the Goods.
1.8. “Order” shall mean the goods requested by the Customer and transmitted to APMG in any form bearing the Customer’s name, address and official Order Number.
1.9. “Delivery note” shall mean the document accompanying the goods in their despatch and delivery from APMG to the Customer.
1.10. No conditions or stipulations in or attached to any form of order to APMG by the Customer which is inconsistent with these Conditions or which adds to or modifies them in any way shall have any effect.
1.11. No person in the employ of APMG or acting or purporting to act as an agent of APMG has the authority to accept orders or supply goods on any conditions other than these conditions in any way whatsoever, except by written agreement between the Customer and a Director of APMG.
2.1. All quotations are valid for a period of 30 days unless otherwise agreed, in writing, subject to clause 1.11 above.
2.2. Proforma invoices are valid for the period stated thereon. If no period is stated the prices quoted are valid until the end of the month in which the invoice was raised.
2.3. All prices quoted are subject to the addition of Value Added Tax (VAT) at the prevailing rate at the time of delivery.
2.4. The prices quoted for goods exclude delivery/ carriage, installation and commissioning (unless otherwise stated).
2.5. The price for installation and commissioning is based on work carried out between 8am and 4.30pm Monday to Thursday and 8am to 3.30pm on Friday. We reserve the right to charge premium rates for all out of hours work.
2.6. Any agreed contract will not include, unless expressly stated, the following items:-
3.1. APMG’s policy is to supply bona fide trade Customers against official Customer Orders. The proper control and authorisation of official orders is deemed to be the responsibility of the Customer. APMG cannot accept liability for the incorrect use or abuse of Customer official orders.
3.2. APMG reserves the right at any time and without explanation to:
3.3. No variation of an Order will be recognised unless otherwise agreed by APMG in writing.
3.4. APMG retains the right to levy the following:-
3.5. Customers are responsible for checking the accuracy of all Order acknowledgments. APMG will acknowledge all Customer Orders in writing, no claims for discrepancies between the items and quantities ordered and those supplied will be accepted where goods supplied are in keeping with those acknowledged.
4.1. Any waiver or variation of these terms is not binding unless:
4.2. All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
4.3. Contract variations must be in writing on your official notepaper. The additional cost of carrying out your variations will be either agreed prior to the work commencing or will be authorised by you on a time and material basis pursuant to the terms contained within the contract.
4.4. Should we incur extra cost owing to suspension of work by your instructions or lack of Instructions, interruption, delays, overtime, unusual hours of work for which we are not responsible, such costs will be charged as an extra at the rates prevailing in the industry plus an allowance for overheads and profit.
5.1. You are to pay us in cash or otherwise in cleared funds prior to delivery (Proforma), unless you have an approved credit account.
5.2. If you have an approved credit account, payment is due 30 days from the end of the month stated on the invoice, unless otherwise agreed in writing.
5.3. If you fail to pay us on the due date we may:-
5.4. If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment.
5.5. You do not have the right to offset any money you may claim from us against anything you may owe us.
5.6. While you owe money to us, we have a lien on any of your property in our possession.
5.7. You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6.1. APMG reserve the right to charge carriage on deliveries as appropriate.
6.2. All times quoted by us for delivery, installation or performance of any of our obligations are given in good faith, but are to be treated as estimates only.
6.3. If we fail to perform any of our obligations within the time stated on the quotation, you may discuss a cancellation with us, however:
6.4. If you allow us to perform any of our obligations after the estimated time for doing so, or if you accept receipt of the goods after the estimated completion time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
6.5. If for any reason you fail to accept delivery of any goods when they are ready for delivery, or we are unable to deliver the goods by the date we give for collection, we may:
6.6. We may install or deliver goods in instalments. Each instalment is treated as a separate contract and failure by us to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments, shall not entitle the customer to treat the contract as a whole repudiated.
7.1. Until you pay all debts you may owe us:
7.2. You may use the goods and sell them in the ordinary course of your business, but not if:
7.3. You must inform us (in writing) immediately if you become insolvent.
7.4. If your right to use and sell the goods ends you must allow us access to remove the goods.
7.5. Despite our retention of title to the goods, we have the right to take legal proceedings to cover the price of goods supplied should you not pay us by the due date.
7.6. You are not our agent. You have no authority to make any contract on our behalf in our name.
8.1. Drawings or Specifications produced by us must not be reproduced without our prior written permission.
8.2. If we prepare goods in accordance with your specifications or instructions you must ensure that:
8.3. We are not responsible for the performance or suitability of goods manufactured in accordance with your specifications and instructions.
8.4. We reserve the right to;
8.5. Any weights, dimensions, capacities, ratings and general description contained in our catalogues and advertising material are illustrative only and will not form part of the contract between us.
8.6. Unless expressly stated in the contract gauges, weights, composition, quantities and sizes will so far as possible be adhered to, but you must allow for reasonable variations and will not be entitled to reject the goods on the grounds that the goods are not precisely as specified.
9.1. You will have all preparatory work ready in accordance with our current requirements including work by other trades.
9.2. You shall pay all reasonable charges for any extra journeys and/or work arising from the un-readiness of such preparatory work.
9.3. You will be responsible for carrying out in proper fashion any consequential work by other trades.
9.4. You will be responsible for proper protection from the weather of all works in progress and where necessary, a dry, heated, lockable storage area is to be provided.
10.1. If we are to carry out installation or commissioning at your premises, you must ensure that the workplace is safe for our workforce and there is suitable access and lighting to the area to be worked upon. You must provide running water and electricity to us free of charge.
10.2. You must also provide, free of charge, convenient access to, on and about the site; all reasonable facilities for continuously carrying out the work during the ordinary working hours recognised by our industry; a suitable ‘lock-up’ store for storage of tools and materials;
10.3. We may decline to deliver the goods, carry out installation or commissioning if:
10.4. Where we carry out installation or commissioning at your premises you must comply with any applicable laws and regulations.
10.5. If you are collecting goods from us, you are responsible for the size, weight and positioning of any load on your vehicle and must ensure that your vehicle is sufficiently equipped to enable safe loading.
11.1. The goods are at your risk from the time of delivery.
11.2. Delivery takes place either:
11.3. You must inspect the goods on delivery. If any goods are damaged (or not delivered) you must inform us within 24 hours of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods. If you fail to notify us in accordance with the preceding requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.
12.1. Where the goods are supplied by us to you by way of export from the United Kingdom then this clause applies (except to the extent that it is inconsistent with any written agreement between us).
12.2. The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
12.3. Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
12.4. Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
12.5. We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms 1977).
13.1. If we are unable to perform our obligations to you (or able to perform them only at an unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
13.2. Whilst every effort will be made by us to comply with your requirements regarding delivery dates etc. no responsibility can be accepted by us for delays beyond our control.
13.3. Examples of those circumstances include any act of God, accident, fire, explosion, war, terrorism, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
13.4. Subject to unforeseen delays arising from acts or default on your behalf or any cause beyond our control, work is planned for production according to the delivery date agreed upon acceptance of order.
13.5. If, for reasons beyond our control, you are unable to accept delivery at the agreed date, we reserve the right to make a claim for payment. We are prepared to store equipment at our expense pending acceptance of the assignment by you.
13.6. If manufacture, supply and installation is delayed or cancelled, by act or default on your behalf, we reserve the right to make a claim for loss and expense arising from the delay.
14.1. We shall be entitled to determine the Contract in the event of you committing an act of bankruptcy, making composition with creditors, having a receiver appointed, presenting or having presented a petition for your winding up or resolving that it shall be wound up voluntarily.
14.2. We may treat you as insolvent if:
14.3. This clause shall be without prejudice to any right we shall have to retain or recover due damages.
15.1. If you believe that we have supplied goods or services that are defective in material or workmanship, you must:
15.2. APMG will for a period of 12 months from the date of supply or installation provide a warranty on the goods and services. This is on the following proviso:-
15.3.The warranty provides us with the discretion to do the following:-
15.4. Any repair carried out under this Limited Warranty does not extend the Limited Warranty beyond its original period.
15.5. This warranty/ guarantee does not extend to cover any claim arising from fair wear and tear; wilful damage; negligence; unskilled attendance in operation of the installation; storage or use in unsuitable conditions.
15.6. APMG’s warranty is limited up to the original order value of the relevant defective part.
15.7. If the original order was for the supply of goods only then this warranty is limited to a return to APMG for us to repair or replace the defective part of the supplied goods, at our discretion.
15.8. We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply and/ or installation of the goods or services or the use of goods, even if we are negligent.
15.9. Variations of colour, finish, materials and other aspects of appearance may occur from time to time, and no liability is accepted, however caused.
15.10. The terms implied by sections 13 to 15 of the Sale of Goods Act; and the relevant terms of The Consumer Credit Act 2015; and any related subsequent amended Acts are, to the fullest extent permitted by the law, excluded from this Contract.
16.1. You may not cancel the order unless we agree in writing (and then clauses 6.3.2 and 16.2 then apply).
16.2. If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
16.3. We may suspend or cancel the order, by written notice if:
16.4. No goods may be returned by a Customer without the agreement of APMG.
16.5. Goods returned to APMG for any other reason than those expressly covered in section 15 above will attract a handling and restocking charge of 50% for standard products and up to 100% for non-standard, bespoke, or website e-commerce products.
16.6. No liability will be accepted by APMG for loss or damage to goods returned in circumstances outside of these conditions.
16.7. If there is a discrepancy between the goods advised as returned and those actually received, APMG will only credit the goods received.
The copyright and all other intellectual property rights in all lists, descriptions, articles, drawings and other information produced by APMG shall remain the property of APMG at all times.
18.1. With regard to law and jurisdiction the following will apply:-
18.2. If you are more than one person or entity, each person or entity has joint and several liability/ obligations under these terms.
18.3. If any of these clauses/ terms are unenforceable as drafted:
18.4. No contract will create any right enforceable (by virtue of the Contracts (Rights of the Third Parties) Act 1999) by any person not identified as the buyer or seller.
18.5. We reserve the right to amend any error or omission in these Terms.
19.1. With respect to the parties’ rights and obligations under this Agreement, the parties acknowledge that the customer is the data subject and APMG (Supplier) is the controller when any personal information is processed as per the written arrangements with Customer in the course of performing the obligations under this Agreement (“Customer Personal Data”).
19.2. It is further acknowledged by the parties that Customer Personal Data:
19.3. The Supplier undertakes that it shall: