APP Plumbing & Heating - Terms and Conditions of Trade

SUPPLIER TERMS AND CONDITIONS

APP Plumbing & Heating is a trading name and a registered trademark of A P P Wholesale Ltd, with company number 06552800, that is registered in England and Wales with its registered office address at: Unit 1 Radford Industrial Estate, Goodhall Street, London NW10 6UA.

1. Interpretation

1.1 Definitions:
Trade Customer: is the independent plumber’s merchant specified when ordering online, by telephone or in person.
Trade Customer's Address: the address specified at the time of ordering.
Delivery Date: the date agreed upon between APP Plumbing & Heating and the Trade Customer for the delivery of the Product/s to the Delivery Point.
Delivery Point: the address specified at the time of ordering, which is by default the Trade Customer's premises or on request another specified location.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world in or associated with the Products.
Invoice: an invoice raised by APP Plumbing & Heating.
Prices: the prices for the Products specified on the APP Plumbing & Heating website and/or by the business development team.
Order: an online order, purchase order or phone order for Products submitted by the Trade Customer to APP Plumbing & Heating and accepted by the same in accordance with clause 3.2.
Order Reference: the reference applied to the Order.
Products: the products set out in the Order.
Product Condition: has the meaning given in clause 4.1.
Specification: the specification of the Products set out on the APP Plumbing & Heating website, if any, or any other specification agreed between the parties from time to time.
Supplier: Supplier and APP Plumbing & Heating are interchangeable within this document and have the same definition, they both refer to A P P Wholesale Ltd, who is the APP Plumbing & Heating brand owner.

2. Sale of the Products

2.1 Subject to clause 3.4 and to the provisions of this agreement, APP Plumbing & Heating shall sell such quantities of the Products as listed online and/or by its business development team.
2.2 This agreement shall apply to all future arrangements between the parties for APP Plumbing & Heating to supply and the Trade Customer to buy Products, unless the parties agree otherwise in writing.
2.3 APP Plumbing & Heating shall not be obliged to accept any order for any Products.

3. Order Process

3.1 When the Customer wishes to place an order for Products, it shall do so online using the website: https://www.appheatingdistribution.co.uk or by telephone, by emailing a purchase order or by speaking to the business development team.
3.2 An order shall be treated as an offer by the Trade Customer to contract with APP Plumbing & Heating but shall not be binding until subsequently accepted by the Supplier. APP Plumbing & Heating may accept the order and/or subsequent amendments at its sole discretion.
3.3 Collection or delivery of the Products shall occur in accordance with the online Order details, email or by telephone and the provisions of this agreement.
3.4 Any other order mechanism or method as stipulated by the Supplier from time to time.

4. Specification of the Products

4.1 Subject to clause 4.2, APP Plumbing & Heating confirms that all Products sold to the Trade Customer pursuant to this agreement will conform in all material respects to the Specification (Product Condition). All other warranties or conditions (whether expressed or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded from this agreement to the fullest extent permitted by law.
4.2 The Trade Customer agrees that:
1. if it uses any replacement or alternative parts, accessories or products which are not purchased from APP Plumbing & Heating, or otherwise specifically authorised by the Supplier, then the Trade Customer does so entirely at their own risk and APP Plumbing & Heating shall have no liability in respect of the same or the consequences thereof; and
2. the Trade Customer shall use any and all Products, including third party products, in accordance with associated instructions and specifications.

5. Delivery of the Products

5.1 APP Plumbing & Heating will fulfil its contractual obligations in respect of each collection or delivery provided that it makes available for collection or delivers at least the quantity specified on the Sales Order. Where applicable, the Trade Customer shall provide sufficient labour and/or equipment to facilitate loading or unloading in each case, respectively and, in the case of delivery:
1. the delivery location is defined as the Trade Customer’s warehouse and/or premises. Due to the weight of many items APP Plumbing & Heating delivers, we are unable to carry items upstairs for Trade Customers, in the event a third-party delivery address has been agreed. Whilst APP Plumbing & Heating drivers will do all they can to help.
2. the Trade Customer shall notify APP Plumbing & Heating in advance of any conditions, including without limitation any health and safety or hazard issues, which might reasonably affect delivery; and
3. it shall be the delivery driver's absolute and final right to decide whether it is safe and appropriate to carry out deliveries on a case-by-case basis.
5.2 Dates related to delivery indicated by APP Plumbing & Heating are approximate only. Time is not of the essence for making the Products available for delivery. APP Plumbing & Heating and the Trade Customer shall mutually agree upon the Delivery Date within 3 business days of the Supplier's communication. Whilst we make every effort to deliver on time and in full, on rare occasions – and subject to human error – delays could occur.
5.3 APP Plumbing & Heating will always try to keep you informed of any known delays, but we cannot accept claims for labour and/or waiting in time for deliveries to arrive.
5.4 Certain bulky items of stock are called forward on a daily basis from our holding warehouses and can, on very rare occasions be delayed in arrival by freight, again APP Plumbing & Heating encourages Trade Customers not to make installation commitments until the order has been received and inspected upon delivery.
5.5 You may be able to cancel your order by contacting APP Plumbing & Heating with your order number at no extra charge. However, if the item has already been dispatched for delivery, we will be unable to refund any of the delivery costs involved.

6. Goods found to be Faulty on Delivery

6.1 The Trade Customer shall, within 24 hours of delivery of the Products, give written notice of rejection to APP Plumbing & Heating on account of any defect by reason of which the Trade Customer alleges that the Products collected or delivered do not comply with the Product Condition as described in clause 4.1 and which was not apparent on reasonable inspection; or if there are discrepancies with the sales documentation.
6.2 If the Trade Customer fails to give notice as specified in these terms and conditions then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Products shall conclusively be presumed to comply with the Product Condition and, accordingly, the Customer shall be deemed to have accepted the Products in question and APP Plumbing & Heating shall have no liability to the Trade Customer with respect to the delivery, which is defined as a business to business transaction.
6.3 If the Trade Customer alleges that any Products are defective, it shall, if so requested by APP Plumbing & Heating, return the relevant Products (unaltered) to APP Plumbing & Heating for inspection as soon as possible and at the Trade Customer’s own risk and expense.
6.4 If the Trade Customer rejects any Products which do not comply with the Product Condition, APP Plumbing & Heating shall, within fourteen days of accepting that the Products do not comply with the Product Condition:
1. make available for delivery replacement Products which comply with the Product Condition, in which event APP Plumbing & Heating shall be deemed not to be in breach of this agreement or have any liability to the Trade Customer for the rejected Products; or
2. notify the Trade Customer that it is unable to supply replacement Products, in which case the Trade Customer shall be entitled to obtain from any other person such quantity of the Products only as APP Plumbing & Heating has been unable to supply and the Supplier shall grant to the Trade Customer a credit equal to the value of the Products which the Supplier agrees do not comply with the Product Condition.
6.5 APP Plumbing & Heating’s decision as to whether the Products comply with the Specification shall be final.

7. Warranty

7.1 All goods are guaranteed for 12 months unless stated, which is underwritten by the manufacturer. For faulty items, please see Section 14 and its relevant sub-clauses concerning the Return procedures.

8. Product Delivery

8.1 APP Plumbing & Heating deliver to most areas Monday to Friday and we will do everything possible to deliver orders over £150 on the next working day, however this is not always possible in more remote locations.
8.2 Trade Customers should enter their postcode in the estimate my delivery page on the website Delivery Info and/or phone their local distribution branch to discuss with our team.

9. Prices and Payment

9.1 Credit accounts are opened at APP Plumbing & Heating sole discretion and are subject to satisfactory credit references.
9.2 Payment for goods and/or services supplied during a month on a credit account shall fall due and must be paid in full within 30 days, from date of invoicing.
9.3 For purchases which are not on a credit account, the payment shall be with the order or, or at our discretion, on delivery or deemed delivery.
9.4 Time for payment shall be deemed of the essence.
9.5 Trade Customers shall pay to APP Plumbing & Heating the total amount stipulated on the invoice, without any deductions.
9.6 In the event of any invoicing discrepancies, the Trade Customer must raise this in writing or by email within seven days from receipt of the invoice.
9.7 Orders placed online, using our Adyen secure payment authentication can be delivered to any address in the UK.
9.8 All prices online are plus UK VAT.

10. Stock

10.1 In Stock is defined as being in stock within APP Plumbing & Heating. Although good stock levels of most items are held within each branch, some slower moving stock may need to be moved between sites. This may cause a slight delay, but we will always inform you if this is the case.
10.2 Whilst we make every effort to deliver on time and in full, on rare occasions – and subject to human error – delays could occur. APP Plumbing & Heating will always try to keep the Trade Customer informed of any known delays, but we cannot accept claims for labour and/or consequential loss or other damages arising from late deliveries.

11. Title and Risk

11.1 Risk in and responsibility for the Products shall pass to the Trade Customer upon collection from the Branch or delivery, depending on the method agreed for the transfer of the Products.

12. Changes and Cancellations

12.1 APP Plumbing & Heating may, immediately on giving written notice to the Trade Customer:
1. amend the Sales Order to exclude from this agreement one or more of the Products as it sees fit;
2. elect to alter the Specification of any of the Products, provided that the alteration does not materially adversely affect the performance of the Products; or
3. amend the Sales Order to include any modified version of the Products, additional goods or replacements for the Products.
12.2 APP Plumbing & Heating may, on giving written notice to the Trade Customer, elect to alter the Specification of any of the Products in accordance with 12.1
12.3 Where the Trade Customer has placed an Order and the Supplier has accepted that Order, and the Specification of any of the Products contained in that Order are varied in accordance with clause 12.1, the Trade Customer may cancel the part of the Order that relates to the varied Products only.
12.4 APP Plumbing & Heating may, on giving written notice to the Trade Customer, amend the Sales Order to exclude from this agreement one or more of the Products as it thinks fit. Where the Trade Customer has placed an Order and APP Plumbing & Heating has accepted that Order, and any of the Products contained in that Order are excluded from this agreement, the Order shall automatically be varied to exclude such excluded Products.
12.5 You may cancel your order by contacting the local branch with your order number at no extra charge. However, if the item has already been dispatched for delivery, we will be unable to refund any of the delivery costs involved.

13. Returns Policy

13.1 When returning items, please package the items safely and wrap items before labelling. Product packaging must be undamaged in order for us to accept the item back for resale. Products with postage addresses and labels on the actual product packaging cannot be accepted for refund.
13.2 Trade Customers should please check their delivery as soon as they can. If you have just had a delivery and something is wrong, please report this to the local branch straight away.
13.3 You do not need to open the sealed product packaging - if something looks like it is damaged or it is not the correct item, in either case please call the local branch straight away.
13.4 Returns and incorrect products are far easier to deal with when they are fresh in everyone’s mind. APP Plumbing & Heating will always work with the Trade Customer to find the best solution and because we use our own transport, APP Plumbing & Heating can often rectify mistakes quickly.
13.5 Please note that if the Trade Customer has any discrepancies or damages with the goods once delivered, they must notify the local branch on the delivery note within 24 hours.
13.6 APP Plumbing & Heating cannot exchange items that have been subsequently materially altered by a product installer.
13.7 When returning items, the Trade Customer is responsible for the cost of the shipping and packaging, unless the item is faulty, where we will collect the faulty item at the time of delivering a replacement. You will be informed of this when booking in the replacement delivery.
13.8 Please note that if you have any discrepancies or damage with your goods once delivered you must notify APP Plumbing & Heating immediately, preferably the same day by email to: sales@appheatingdistribution.co.uk. In order to facilitate we require photographic evidence, emailed within hours of your delivery to the corresponding local branch.

14. Intellectual Property Rights

14.1 The Trade Customer acknowledges that:
1. the Intellectual Property Rights are APP Plumbing & Heating’s (or its licensor's) property;
2. nothing in this agreement shall be construed as conferring any licence or granting any rights in favour of the Trade Customer in relation to the Intellectual Property Rights. APP Plumbing & Heating asserts its full rights to control the use of its trademarks and the Trade Customer shall assist the Supplier as required in preventing parallel importers from diluting APP Plumbing & Heating’s rights; and
3. any reputation in any trademarks affixed or applied to the Products shall accrue to the sole benefit of APP Plumbing & Heating or any other owner of the trademarks from time to time.
14.2 The Trade Customer shall not repackage the Products and/or remove any copyright notices, confidential or proprietary tags or identification from the Products.
14.3 The Trade Customer shall not use (other than pursuant to this agreement) or seek to register any trademark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trademark or trade name which APP Plumbing & Heating or any associated company of the Supplier owns, or claims rights, anywhere in the world.
14.4 If at any time it is alleged that the Products infringe the rights of any third party or if, in the reasonable opinion of APP Plumbing & Heating, such an allegation is likely to be made, the Supplier may at its option and its own cost:
1. modify or replace the Products in order to avoid the infringement; or
2. procure for the Trade Customer the right to continue using the Products; or
3. repurchase the Products at the price paid by the Trade Customer, less depreciation at the rate that APP Plumbing & Heating, applies to its own equipment.
14.5 The Trade Customer shall promptly and fully notify APP Plumbing & Heating of:
1. any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Trade Customer's notice; and
2. any claim by any third party that comes to the Trade Customer's notice that the sale or advertisement of the Products infringes the rights of any person.
14.6 The Trade Customer agrees (at the Supplier's request and expense) to do all such things as may be reasonably required to assist APP Plumbing & Heating in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 14.5.

15. Force Majeure

15.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
15.2 If the period of delay or non-performance continues for 30 days, the Trade Customer may terminate the order by giving 14 days' written notice to APP Plumbing & Heating.

16. Data Protection and Privacy

16.1 APP Plumbing & Heating will comply with applicable UK Data Protection legislation in processing any personal data provided by Trade Customers in connection with their purchase.

17. Complaints and Dispute Resolution

17.1 If you have any complaints or issues relating to your purchase, you should contact APP Plumbing & Heating using the branch contact details provided on the Website. We aim to resolve any complaints within a reasonable time frame. You also have the right to use alternative dispute resolution mechanisms if your complaint cannot be resolved through direct communication with us.

18. Entire Agreement

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent mis-statement based on any statement in this agreement.

19. Limitation of Liability

19.1 APP Plumbing & Heating’s total liability in contract, tort (including negligence), misrepresentation or otherwise in relation to this agreement shall be limited to the amount paid by the Trade Customer for the Products.
19.2 APP Plumbing & Heating shall not be liable to the Trade Customer for:
1. any indirect, special or consequential loss or damage; or
2. loss of data or other equipment or property; or
3. economic loss including loss of customer trade or damage such as reputational harm; or
4. incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
5. any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, even if APP Plumbing & Heating is advised in advance of the possibility of any such losses or damages.
19.3 APP Plumbing & Heating shall not be liable for any losses arising from the Trade Customer's subsequent sale and thereafter misuse of the Products including (without limitation):
1. fair wear and tear;
2. wilful damage;
3. the Trade Customer's negligence, or that of its installers or the end users, or any failure to follow the Supplier's instructions as to the use of the Products;
4. abnormal working conditions beyond those referred to in the Specification; and
5. any alteration or repair of the Products by any manufacturing process or otherwise, save for any latent defect which means that the Product did not comply with the Specification.
19.4 APP Plumbing & Heating is not liable for:
1. non-collection or non-delivery, unless the Trade Customer notifies APP Plumbing & Heating of the claim within fourteen days; or
2. product shortages when goods have been collected, unless the Trade Customer has notified the Supplier within 24 hours after collecting the items; or
3. damage to or loss of all or part of the Products in transit, in respect of which the Trade Customer shall ensure suitable and appropriate insurance is in place.

20. Severance

20.1 If any provision or part-provision of these Terms and Conditions of Trade becomes invalid, illegal or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of these terms.

21. Governing law and Jurisdiction

21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

22. Contacting APP Plumbing & Heating

22.1 If you wish to contact APP Plumbing & Heating, please email us using sales@appheatingdistribution.co.uk., or write to Head Office, A P P Wholesale Ltd, Unit 1 Radford Industrial Estate, Goodhall Street, London NW10 6UA or telephone 02392 751306.