FAST SHIPPING ON ALL ORDERS

GBP

Tel: 07535 146666

Terms & Conditions

Aperta Design's Standard Terms & Conditions of Sale

Version 1.10 - Dated 10th May 2021

Ts & Cs Overview

TIMESCALES: We will contact you with delivery arrangements 24 – 48hrs prior to delivery. Deliveries normally take between 10 to 14 working days and will generally happen between 9am and 6pm. If a kerb side service in a remote or generally inaccessible delivery zone is not possible, lead time for delivery could be longer than 14 days.

DELIVERY & COSTS: Orders Under £1,000 are charged at £75 delivery, orders over £1,000 are delivered free of charge and in either instance are delivered kerbside only.

Accessories under 20kg will be charged £15, Accessories over 20kg will be charged at £35

WHITE GLOVE DELIVERY

(Assembly, place in situ and remove packaging) is available to post codes within the red line on the map, this is only available on orders over £1000 from our 2021 ranges, this is a free option that must be chosen at check out.

For deliveries other than UK mainland and special delivery options please contact apertadesign.co.uk before placing your order.of choice delivery will be taking place. Please assume that the delivery vehicle will be a large lorry with tailgate. If there will be a problem with access or the roads are subject to vehicle weight/width restrictions please inform us at the time of arranging delivery. All goods must be counted and checked for any damage before signing for the delivery by an adult. After this process it is the customer’s responsibility. Goods will only be left at the delivery address without the customer’s signature if previously requested however in this case we will not accept any liability for short deliveries or claims. Should delivery be declined at the nominated delivery address we reserve the right to charge for the second delivery.

COLLECTION: – Arrangements can be made to collect from our warehouse by contacting apertadesign.co.uk and collections can usually be made between 0930–1230 and 1330–1630 Monday to Friday, with 48 hours’ notice.

DAMAGES: Whilst we make every effort to ensure that our goods are delivered in perfect condition. Please inspect your goods immediately upon delivery as no claims can be made after the delivery driver has left your premises. If you happen to find a damaged product you must sign for the goods as damaged on delivery. If you refuse to accept a delivery that is found to be undamaged on return to us you will incur a re-delivery charge. Any claims must be made within 7 days of receipt of goods. No liability will be accepted for costs caused by late deliveries or for any other reason.

RETURNS: Apply within and up to 14 days of purchase. If the goods are rejected for collection and refund for any reason other than product defects a 10% restocking fee will apply up to a maximum of £200 which covers the delivery costs incurred.

BACK ORDERS & CANCELLATIONS: If your item or part of your order is not in stock we will back order it for you. You will be emailed with the option to cancel your order should you rather not wait. Should you cancel your order before goods have been dispatched we will refund you the full invoice to your originally charged credit/debit card within three (3) working days. Our policies are in accordance with the distance Selling Regulations 2000. All returns and cancellations must conform to the guidelines stated in the “Distance Selling Regulations 2000” which can be found here: w.oft.gov.uk/shared_oft/business_leaflets/general/oft698.pdf

Ts & Cs Detailed

1.Definitions

In this document the following words shall have the following meanings: -

"Buyer" means the organisation or the person who buys Goods or Services from the Seller;

"Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

"Delivery date" means the date specified by the Seller when the Goods or Services are to be delivered;

"Goods or Services" means the articles to be supplied to the Buyer by the Seller;

1.5 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.6 "Price" means the price set out in the list of prices of the Goods or Services maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;

1.7 "Seller" means Aperta Design Ltd, t/a Aperta Design.

2.General

2.1 These conditions shall apply to all contracts for the sale of Goods or Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.

2.2 All orders for Goods or Services shall be deemed to be an offer by the Buyer to purchase Goods or Services pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods or Services shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.

2.5 Any recommendation, representation or advice given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Services or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and, accordingly, the Seller shall not be liable for any such recommendation, representation or advice which is not so confirmed.

2.6 Nothing in these Conditions shall affect the statutory rights of any Buyer dealing as a consumer.

3.Price and Payment

3.1 Payment of the Price is strictly cash with order unless a credit account has been established with the Seller in which event payment of the Price is due 30 days following the date of invoice.

3.2 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due interest to accrue from day to day until the date of payment at a rate of 2% per annum above the base rate of the Bank of England from time to time.

3.3 The Seller reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.

3.4 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:

3.4.1 require payment in advance of delivery in relation to any Goods or Services not previously delivered;

3.4.2 refuse to make delivery of any undelivered Goods or Services whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.4.3 appropriate any payment made by the Buyer to such of the Goods or Services (or Goods or Services supplied under any other contract) as the Seller may think fit;

3.4.4 terminate the contract.

4.Description

4.1 Any description given or applied to the Goods or Services is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

5.Sample

5.1 Where a sample of the Goods or Services is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for himself / herself the quality of the bulk, and not so far as to constitute a sale by sample.

6.Delivery

6.1 Unless otherwise agreed in writing, delivery of the Goods or Services shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods or Services whenever they are tendered for delivery.

6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.

6.3 If the Seller is unable to deliver the Goods or Services for reasons beyond his / her control, then the Seller shall be entitled to place the Goods or Services in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.

6.4 If the Buyer fails to accept delivery of Goods or Services on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date, the Seller reserves the right to invoice the Goods or Services to the Buyer and charge him / her. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances, until the Goods or Services are either despatched to the Buyer or disposed of elsewhere.

6.5 The Seller shall be entitled to deliver the Goods or Services by instalments and where the Goods or Services are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.

6.6 Where the Buyer requires delivery of the Goods or Services by instalments, rescheduling requires the Seller's written agreement and will not be possible unless at least 3 day's written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to

treat any other related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.

6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods or Services (or any of them) promptly, the Buyer shall be bound to accept delivery and to pay for the Goods or Services in full provided that delivery shall be tendered at any time within 3 months of the delivery date.

7.Acceptance

7.1 The Seller is a distributor of Goods or Services and the Buyer is exclusively responsible for detailing the specification of the Goods or Services, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.

7.2 The Buyer is required to test Goods or Services upon delivery and shall be deemed to have accepted the Goods or Services 14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller's other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods or Services which are not in accordance with the contract.

7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods or Services.

7.4 The Buyer shall accept delivery of the Goods or Services tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 5%, the Price to be adjusted pro-rata to the discrepancy.

8.Risk and Title

8.1 Risk of damage or loss of the Goods or Services shall pass to the Buyer in the case of Goods or Services to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods or Services are available for collection, or in the case of Goods or Services to be delivered otherwise than at the Seller's premises, at the time of delivery.

8.2 Notwithstanding delivery and the passing of risk in the Goods or Services, or any other provision of these conditions, the property in the Goods or Services shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods or Services and of all other Goods or Services agreed to be sold by the Seller to the Buyer for which payment is then due.

8.3 Until such time as the property in the Goods or Services passes to the Buyer, the Buyer shall hold the Goods or Services as the Seller's fiduciary agent and bailee, and shall keep the Goods or Services separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property.

8.4 Until payment of the Price the Buyer shall be entitled to resell or use the Goods or Services in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods or Services, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

8.5 Until such time as the property in the Goods or Services passes to the Buyer (and provided that the Goods or Services are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods or Services to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods or Services are stored and repossess the Goods or Services.

8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods or Services which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8.7 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods or Services has not passed from the Seller.

9.Insolvency of Buyer

9.1 If the Buyer fails to make payment for the Goods or Services in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer's property or the Goods or Services or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all sums outstanding in respect of the Goods or Services shall become payable immediately.

9.2 The Seller may in the circumstances set out in clause 9.1 above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 8 above.

10.Warranty

10.1 Where the Goods or Services are found to be defective, the Seller shall, replace defective Goods or Services free of charge within the manufacturer's warranty period if acceptable from the date of delivery, subject to the following conditions;

10.1.1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

10.1.2. the defect being due to faulty design, materials or workmanship;

10.2 Any Goods or Services to be repaired or replaced shall be returned to the Seller at the Buyer's expense, if so requested by the Seller, unless it is deemed or proven that the defect giving rise to the repair or replacement was caused by the Seller's acts or omissions.

10.3 Where the Goods or Services have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods or Services shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller.

10.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods or Services in the event that the Price has already been paid.

10.5 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 11 and 12 below.

11.Liability

11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:-

11.1.1. the correspondence of the Goods or Services with any description or sample;

11.1.2. the quality of the Goods or Services; or

11.1.3. the fitness of the Goods or Services for any purpose whatsoever.

11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

11.2.1. the correspondence of the Goods or Services with any description;

11.2.2. the quality of the Goods or Services; or

11.2.3. the fitness of the Goods or Services for any purpose whatsoever.

11.3 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods or Services, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.

11.4 For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind however caused.

12.Limitation of Liability

12.1 Where any court or arbitrator determines that any part of Clause 11 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.

12.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.

13.Intellectual Property Rights

13.1 Where any Goods or Services supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.

13.2 The Buyer will indemnify us against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer's specific requirements regarding design or specification for the Goods or Services or arising from the use of the Goods or Services in combination with other products.

13.3 In the event that all the Goods or Services or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the Seller will at its own expense and option either procure for the Buyer the right to continue using the Goods or Services or replace the same with a non-infringing product, or modify the Goods or Services so that they become non-infringing, or may elect to retake possession of the Goods or Services and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods or Services.

13.4 All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

13.5 All orders are processed in accordance with the quality system standards of ISO 9001, however the Goods or Services, or components thereof, may not always be procured from a quality assured source

14.Force Majeure

14.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, pandemics, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

15.Relationship of Parties

Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.

16.Assignment and Sub-Contracting

The contract between the Buyer and Seller for the sale of Goods or Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

17.Waiver

The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.

18.Severability

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

19.No set off

The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.

20.Entire Agreement

These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.

21.Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.

22.Warranty Provision Addendum

Any supplied item, under manufacturer’s warranty and which has previously been worked on by the Seller and then which then needs any further repair – whether a damage repair or warranty repair – should in the first instance be communicated to the Seller.