These Terms

• 1. These Terms and conditions (Terms) together with any additional terms in our Confirmation apply to the goods (Goods), services and works (Services) provided by Us to You and apply to all of Our Goods and Services and take precedence over any other terms express or implied issued by You or provided by You on payment or any other time unless agreed by Us in writing. Please read these Terms carefully in accordance with our policies which are available on our website.
  2. Any additional terms set out in the Confirmation will take precedence over these Terms.
  3. “We” “Us” or Our” are Apex Displays (Leicester) Limited company number 05651694. Our registered office is at Unit A2 Blaby Industrial Park, Winchester Avenue, Blaby, Leicester, LE8 4GZ.
  4. “You” “Your” are the customer who contacted us and intends to place an order for the Goods and Services.
  5. Communications Between You and Us.
     1. You can contact us by telephone on 0116 278 6600 or by e-mail at get-in-touch@adlworks.co.uk. You can also contact us via post at Our registered address. If You contact us by post or email please include Your name and the details of the Services to help us identify You.
     2. If We have to contact You, We will do so by calling You on the telephone number You provide or by writing to You at the email address You provide.

Our Contract With You

1. 1. Our Contract with You consists of these Terms, details of the Goods and Services provided in the Confirmation and any additions or amendment provided by Us in writing.
   2. By placing an order for Our Goods and Services You confirm Your agreement to these
   3. Our acceptance of Your order will take place when You receive written confirmation of Your order from us or We accept Your order verbally (Confirmation) and a Contract will come into force Between You and Us on these Terms.
   4. Where You instruct Us verbally, You acknowledge and agree that these Terms apply to all of Your instructions and take precedence over any other terms You may seek to impose, whether Your instructions are confirmed in writing or not.
   5. Our Contract with You commences on the date of the Confirmation and will continue until the end of the provision of the Goods and Services unless it is cancelled by You or Us in accordance with clause 8.

Your Obligations

• 1. You acknowledge and confirm that:
     1. the specifications or instructions You provide to Us are accurate and complete in all material respects and You will advise Us of any changes in writing, which may affect our quote;
     2. Goods prepared in accordance with Your specifications or instructions will be fit for the purpose for which You intend to use them and You accept that We accept no responsibility to You in relation to whether they will be fit for purpose;
     3. Your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in breach of any applicable Laws or Regulations;
     4. You will ensure Your premises and workplace are safe and suitable and comply with the Health & Safety at Work etc Act 1974 and any other relevant health and safety legislation;
     5. You will provide suitable access to the premises including free access to water, electricity and lighting;
     6. You have suitable insurance in place to cover all risks associated with Us working at Your premises.

Price And Payment For The Services

1. 1. The price for the Services (Price) will be the price quoted on the Confirmation subject to the remainder of this clause 4.
   2. Any quote provided to You is an estimate only and will be updated in accordance with Our prices at the time of delivery. Our quote will remain open for acceptance by You for a period of 30 days and is personal to You.
   3. The Price excludes:
      1. VAT (unless otherwise stated), VAT will be charged at the rate applying at the time of delivery;
      2. temporary scaffolding and support which will be an additional cost (to be provided upon request);
      3. tax and duties applicable to the Goods and Services which remain Your responsibility;
      4. any exclusions set out in the Confirmation.
   4. At any time before delivery We may adjust the Price to reflect any increase in Our costs and We will notify You of any increases in writing.
   5. You will pay the Price in accordance with the following payment plan:
      1. 50% is payable on instruction or receipt of the approved purchase order;
      2. 40% is payable prior to delivery of the Goods and or Services;
      3. The remaining 10% and any other balance or charges are payable after completion of the Services.
   6. You will pay the Price and any additional charges via cash or bank transfer within 30 days of receipt of an invoice from Us and before We provide the Goods and or Services. We will not be responsible for any delays in providing the Goods and or Services If payment is not received in accordance with this clause 4.
   7. For the avoidance of doubt, time will not be of the essence in the provision of Goods or Services under these Terms.
   8. If You fail to pay Us in full on the due date for payment, We may at Our discretion:
      1. suspend or cancel the Goods and or Services and You will remain responsible for all costs incurred until the date of suspension or cancellation;
      2. cancel any discount provided in Our Price and You will be responsible for the full costs of the Goods and Services;
      3. charge You interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, calculated on a daily basis from the date the payment is due until it is paid in full (subject to any Court Order);
      4. claim a fixed sum for compensation from You in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 to cover Our overheads and costs; and
      5. recover the cost of taking legal action against You.
   9. You may not set off any charges owed to Us against any amounts due to You under this Contract or any other contract We have with You. We may set off any charges owed to You against any amounts due from You.
   10. You Will indemnify us in full and hold us harmless from all expenses, costs and liabilities We may incur (directly or indirectly including financial and legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to Us if any) following any breach by You of any of Your obligations under these Terms.

Risk And Title

1. 1. The Goods are at Our risk from the time the Goods leave Our premises until they are installed. After installation the Goods are at Your risk.
   2. Delivery takes place either:
      1. at Our premises (if You are collecting them or arranging delivery via Your preferred courier); or
      2. at Your premises or address specified by You (if We are arranging delivery).
   3. All Goods supplied by Us remain Our property and title to the Goods will only transfer upon full payment for all the Goods and Services.
   4. You must inspect the Goods on delivery.If any Goods are damaged or not delivered, You must inform Us in writing  in accordance with clause 3.
   5. Until You pay the Price for the Goods and any additional Charges You Owe us:
      1. You must store the Goods in a safe place and insure them up to their full value on trust for Us;
      2. ensure the Goods are clearly identifiable as Our property and kept separately to any other Goods you may have;
   6. Despite Our retention of title to the Goods, We have the right to take legal proceedings to recover the price of Goods supplied should You do not pay us by the due date.

Delivery

1. 1. All delivery times quoted to You are estimates only and We will notify You once carriage has been arranged.
   2. We may deliver the Goods or carry out the work in instalments as and where required.
   3. We may decline to deliver the Goods or carry out the Services if We believe that it would be unsafe, unlawful or unreasonably difficult to do so, having reviewed the premises and access to the premises.

Storage Of Your Products

1. 1. Any old redundant furniture or goods (‘Products’) We store for You will remain Your property at all times and We will hold the Products at Your risk. For the avoidance of doubt, You acknowledge and agree that We have no liability to You for any Products stored on Your behalf.
   2. You must insure the Products for the full value against all reasonable risks which arise out of Our storage of them.
   3. If You wish to access the Products in storage You must give us one days written notice (unless otherwise agreed by Us in writing).
   4. The price charged for storage does not include the cost of delivering the Products to You from storage or collecting the Goods from You to be stored which will be an additional charge and notified to You.
   5. You are to instruct us if You wish the Products to be removed from storage. We will not accept instructions from third parties.
   6. You warrant that You are the owner of the Products that We store for You.

Cancellation

1. 1. You may not cancel a Contract unless We agree in writing except as expressly set out in this Clause 8.
   2. If We fail to deliver or carry out the work within a reasonable time after the quoted time, You may (by informing us in writing and providing a minimum of 14 days’ notice) cancel the Contract, however You may not cancel if We receive Your notice after the manufacturing process has commenced.
   3. if You cancel the contract, You confirm You have no further claim against us under the Contract for any reason.
   4. We may suspend or cancel the Contract with immediate effect, by written notice if:
      1. You fail to pay us any charges when due (under the Contract or otherwise);
      2. You take any step or action towards entering bankruptcy, administration, provisional liquidation or any composition or arrangement with Your creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of Your assets, or entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 4.2;
      3. You fail to comply with Your obligations under these Terms.
   5. If an order is cancelled (for any reason) You will be responsible for the cost of all Goods (finished or unfinished) that We may then hold (or to which We are committed to providing) for the order and for all the Services We have provided (or to which We are committed to provide).

Warranties

• 1. We warrant that the Goods and Services:
     1. comply with their description on Our Confirmation; and
     2. are free from material defect at the time of installation (as long as You comply with clause 3).
  2. All other warranties relating to the term or condition that would otherwise be expressed or implied by law as to the quality of the Goods or their fitness for any purpose or the degree of skill or care with which Services are performed are excluded to the fullest extent permitted by law.
  3. If You believe that We have delivered Goods or Services that are defective in materials or workmanship, You must:
     1. inform us (in writing), with full details, as soon as possible; and
     2. allow us to investigate (We may need access to Your premises and product samples).
  4. If the Goods are found to be defective in material or workmanship (following Our investigations), and You have complied with clause 3 in full, We will (at Our option) repair the Goods, replace the Goods, or refund the price.
  5. We will only accept return of Goods if
     1. the return has been agreed by Us in writing
     2. the Goods are returned in the same condition they were received in (You remain responsible for return delivery charges, packaging and insurance to ensure safe transport);
     3. the Goods are unused and fit for resale;
     4. You have paid Our handling charge (unless the Goods Were defective when delivered).

Liability

1. References to liability in this clause 10 apply to every kind of liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

1. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation except where the Goods are exported overseas in accordance with clause 11 where all liability is excluded in the fullest sense.

1. We are not liable to You for any other loss or damage arising from the Contract or the supply of Goods and Services or their use including but not limited to:
   1. Loss of profits;
   2. Loss of sales or business;
   3. Loss of agreements or contracts;
   4. Loss of anticipated savings;
   5. Loss of use or corruption of software, data or information;
   6. Loss of or damage to goodwill;
   7. Indirect or consequential loss.
2. Our total liability to You for damage to property caused by Our negligence is limited to £5,000,000.
3. For all other liabilities not referred to elsewhere in these Terms Our liability is limited in damages to the price of the Goods and or the Services.

Export Terms

1. 1. Clause 11 of these Terms applies (except to the extent that it is inconsistent with any written agreement between us which will take precedence over these Terms) where We supply the Goods over an international border or overseas.
   2. The ‘IncoTerms’ provided by the International Chamber of Commerce which are in force at the time when the Contract is made apply to exports of the Goods. Where there are any conflicts between the IncoTerms and these Terms, the IncoTerms will take precedence.
   3. 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.
   4. We are responsible for arranging testing and inspection of the Goods at Our premises before shipment (unless otherwise agreed). We are not liable for any damage during transit and You will arrange Your own insurance of the Goods for damage during transit.

Intellectual Property

1. 1. All intellectual property rights in any materials or products created by Us or on Our behalf for You, commissioned by You or which are made to Your specification, including systems, concepts, illustrations, documents, instructions, technical know-how, drawings, information, designs, specifications, formulae, test results, inventions, tooling, display equipment, labels, models, samples, photographs and feedback (Materials) will vest in Us.
   2. All pre-existing, or background, or non-bespoke intellectual property rights that belong to You or Us relating to Our or Your business generally shall remain the property of that party.
   3. We retain all intellectual property rights in relation to the Materials and You will not use any of these without our permission.

Publicity

1. 1. Subject to clause 2 You shall not make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between You and Us, without Our prior written consent.
   2. You shall consult with Us in relation to the contents and manner of release of any announcement. You shall ensure that when making any announcement You shall not bring Our reputation into disrepute.
   3. We may make any announcement or use any Materials to publicise our work under this Contract at any time without your approval whether online, via social media or in any marketing material as we see fit.

Force Majeure

1. 1. If We are unable to perform Our obligations to You because of circumstances beyond Our control, We may cancel or suspend any of Our obligations to You, without liability.
   2. Examples of those circumstances include but are not limited to act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes or industrial action and difficulty in obtaining supplies and materials.

General

• 1. You are not Our agent.You have no authority to make any contract on Our behalf or in Our name.
  2. No variation to these Terms will be acceptable unless in writing and signed by both parties.
  3. A waiver of any right or remedy will only be effective if given in writing and will not be deemed to be a waiver of any subsequent right or remedy. The rights and remedies under these Terms are in addition to any rights and remedies provided by Law.
  4. We reserve the right;
     1. to make any changes to Our Goods or Services that are necessary to ensure they conform to any applicable Laws or Regulations at any time; and
     2. to make without notice any minor modifications in Our specifications We think necessary or desirable.
  5. If You are more than one person, each of You has joint and several liability under these Terms.
  6. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
  7. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents do not form part of the Contract and You should not rely on them in entering into any Contract with us.
  8. Any notice by either of us which is to be served under these Terms may be served in writing signed by the relevant party and delivered (by first class registered post or by email and followed by first class registered post) to the other’s registered office or principal place of business or email address provided in writing or set out in the Confirmation.All such notices will be delivered and take effect on the second working day from the date of the notice.
  9. These Terms will not create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified in the Confirmation.
  10. If the Construction (Design and Management) regulations 1994 (CDM) are applicable to the installation Services You shall provide Us with a copy of the relevant health and safety file and We shall submit to the instructions of the Principal Contractor. In the event that the instructions of the Principal Contractor in respect of CDM cause us to incur additional costs and expenses which We could not have reasonably foreseen or anticipated You shall be responsible for reimbursing us.
  11. The only statements upon which You may rely in making the contract with us, are those made in writing by someone who is Our authorised representative and either:
      1. contained in Our Confirmation or these Terms and not withdrawn before the contract is made; or
      2. which expressly state that You may rely on them when entering into the contract.
  12. English law is applicable to any Contract made under these Terms.The English and Welsh courts have exclusive jurisdiction to settle any disputes that may arise under these Terms or any Contract.