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APECS Trade Terms & Conditions
Version: 1.0/Effective Date: July 2026
1. Definitions
'APECS' means APECS Consult Ltd.
'Customer' means any business purchasing Products from APECS.
'Products' means all goods and services supplied by APECS.
'Order' means a request to purchase Products.
'Agreement' means the contract formed upon acceptance of an Order.
'Working Day' means Monday to Friday excluding public holidays in England.
2. Application
2,1. These Terms apply to all business-to-business sales by APECS and replace all previous trade terms unless agreed otherwise in writing.
2,2. These Terms apply to purchases made via the APECS trade website, email, telephone or through the APECS sales team.
2,3. By placing an Order, accepting delivery or maintaining a trade account, the Customer accepts these Terms.
2,4. Customer purchasing terms shall not apply unless expressly accepted by APECS in writing.
2,5. If any provision is found unenforceable, the remainder shall remain in effect.
3. Trade Accounts
3,1. Trade accounts are subject to approval and may require credit checks.
3,2. APECS may amend, suspend or withdraw credit facilities at any time.
3,3. Customers must promptly notify APECS of changes to ownership, address, VAT registration or financial position.
3,4. Customers are responsible for all activity carried out using their online trade account credentials and must not share accounts, or allow others to use its account.
3,5. APECS may suspend online ordering where overdue balances or suspected misuse exist.
3,6. The Customer is responsible for maintaining the confidentiality of all login credentials and authentication methods used to access the APECS customer account. The Customer must notify APECS immediately if it believes its account has been compromised. Until such notification is received, Orders placed through the account shall be deemed authorised by the Customer.
4. Orders
4,1. All Orders are subject to acceptance by APECS.
4,2. An Agreement is formed only upon order acknowledgement or dispatch.
4,3. Website images, catalogues and technical literature are provided for guidance only.
4,4. APECS reserves the right to correct pricing or administrative errors before accepting an Order.
4,5. Bespoke products, including keyed alike, master keyed, keyed to existing, restricted systems and cut keys, cannot be cancelled once manufacture or processing has commenced.
4,6. APECS may refuse Orders where products are unavailable or discontinued, or for any other reason.
5. Pricing & Payment
5,1. Prices exclude VAT unless stated otherwise.
5,2. Quotations remain valid for 30 days unless otherwise agreed.
5,3. Payment terms are those agreed for the Customer's account.
5,4. Pro-forma payment is required where no credit facility exists.
5,5. APECS may charge statutory interest and recovery costs on overdue accounts.
5,6. The Customer may not withhold payment by way of set-off.
6. Delivery
6,1. Delivery dates are estimates only.
6,2. APECS may make partial deliveries.
6,3. Delivery charges are published separately and may change without amendment to these Terms.
6,4. Risk passes on delivery.
6,5. Additional charges may apply where deliveries cannot be completed due to Customer circumstances.
6,6. APECS shall not be liable for carrier delays or events outside its reasonable control.
6,7. APECS may suspend or restrict access to the APECS customer account area or associated online ordering services for maintenance, upgrades, security, operational reasons or circumstances beyond its reasonable control.
7. Inspection & Acceptance
7,1. The Customer shall inspect all Products immediately upon delivery.
7,2. Any shortages, transit damage or apparent defects must be reported to APECS in writing within 7 days of delivery.
7,3. Failure to notify APECS within the stated period may constitute acceptance of the Products.
7,4. Acceptance shall not affect the Customer's statutory rights in respect of latent manufacturing defects.
7,5. APECS reserves the right to inspect or request the return of any allegedly defective Product before agreeing any remedy.
8. Returns
8,1. Returns are governed by the current APECS Returns Policy published on the APECS website.
8,2. No Product may be returned without prior authorisation from APECS.
8,3. Products must be returned complete, suitably packaged and, where applicable, with all original accessories and keys.
8,4. Bespoke Products, including keyed alike, master keyed, keyed to existing, restricted systems and cut keys, are non-returnable unless confirmed by APECS to contain a manufacturing defect.
8,5. Where Products are returned due to Customer ordering error, any applicable restocking, carriage or administration charges may be deducted from any refund or credit.
9. Warranty & Guarantees
9,1. Products are covered by the applicable published APECS Warranty Terms.
9,2. Certain warranties and guarantees require registration within the stated registration period. Failure to complete registration may invalidate additional benefits.
9,3. The APECS Break-In Guarantee, where applicable, is governed exclusively by its own published Terms & Conditions.
9,4. Warranty claims may require inspection of the returned Product before approval.
9,5. Nothing within these Terms limits any rights that cannot lawfully be excluded.
10. Product Information & Continuous Improvement
10,1. APECS continually develops and improves its Products.
10,2. APECS reserves the right to amend specifications, finishes, dimensions, packaging, markings or component design without notice where such changes do not materially affect performance.
10,3. Images, illustrations, renders and technical drawings are representative only and may differ slightly from supplied Products.
10,4. Product availability may change without notice and discontinued Products may be replaced with equivalent alternatives where appropriate.
10,5. APECS reserves the right to modify manufacturing processes, suppliers or materials where such changes do not materially affect the performance, compliance or intended function of the Products.
11. Key Security Products
11,1. Protected key systems remain subject to APECS Key Secure procedures and any applicable registration requirements.
11,2. Duplicate keys for protected systems shall only be supplied in accordance with APECS verification procedures.
11,3. The Customer shall be responsible for maintaining the confidentiality of passwords, security information and key records relating to protected systems.
11,4. APECS reserves the right to refuse key duplication requests where satisfactory authorisation cannot be established.
12. Intellectual Property
12,1. All intellectual property rights relating to APECS Products, branding, logos, catalogues, technical literature, drawings, photography, videos, CAD files and website content remain vested in APECS or its licensors.
12,2. No material may be reproduced, copied, modified or distributed without the prior written consent of APECS.
12,3. APECS grants the Customer a limited, non-exclusive, terminable licence to use published product information solely for the purpose of promoting and selling genuine APECS Products and in accordance with APECS guidelines on the use of its intellectual property rights published from time to time.
12,4. The Customer shall not remove or alter any trademarks, copyright notices or proprietary markings.
13. Technical Advice & Product Application
13,1. Technical advice, recommendations and product selection guidance are provided in good faith based upon the information available at the time.
13,2. The Customer remains responsible for ensuring the suitability of Products for the intended application, compliance with relevant standards and correct installation.
13,3. APECS accepts no responsibility where Products are installed, maintained or modified contrary to published instructions.
13,4. Product compatibility information is provided for guidance only and should be verified before installation.
13,5. Technical advice is provided based upon the information supplied by the Customer. Final responsibility for product selection, specification, installation and compliance with applicable regulations remains with the Customer and/or installer.
14. Limitation of Liability
14,1. Nothing in these Terms excludes or limits liability where such exclusion would be unlawful.
14,2. Subject to Clause 14.1, APECS shall not be liable for indirect, consequential or economic loss including loss of profit, revenue, contracts, goodwill or business interruption.
14,3. APECS' total liability arising from any Order shall not exceed the price paid for the Products giving rise to the claim.
14,4. The Customer shall take reasonable steps to mitigate any loss.
15. Retention of Title
15,1. Title remains with APECS until payment is received in full in cleared funds and without set off or deduction.
15,2. Until such time as property in the Products passes to the Customer, the Customer shall hold the Products as APECS’s fiduciary agent and bailee and shall store the Products so that they shall be safe and at all times identifiable as Products of APECS, but provided that the Customer may in the ordinary course of business sell or use the Products.
15,3. To the extent that the Customer has not paid APECS for the Products, the Customer shall hold any monies received in respect of the Products in a fiduciary capacity on behalf of APECS.
15,4. Until such time as the property in the Products passes to the Customer (and provided the Products have not been resold), APECS shall be entitled at any time by written notice to terminate the Customer’s power of sale and/or require the Customer to deliver up the Products to APECS and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
16. Force Majeure
16,1. APECS shall not be liable for delay or failure to perform obligations were caused by events beyond its reasonable control including natural disasters, fire, flood, war, terrorism, industrial disputes, transport disruption, supplier failure, utility outages, pandemics or government action.
16,2. Performance shall be suspended for the duration of the relevant event.
17. Suspension & Termination
17,1. APECS may suspend deliveries or terminate trading immediately where the Customer materially breaches these Terms, fails to make payment when due, is controlled by different people, or becomes insolvent.
17,2. Termination shall not affect accrued rights or outstanding payment obligations.
17,3. APECS may require immediate payment of outstanding invoices following termination.
18. Confidentiality & Data Protection
18,1. Commercial pricing, technical documentation and confidential business information supplied by APECS shall not be disclosed to third parties without written consent.
18,2. Both parties shall comply with applicable UK data protection legislation when processing personal information.
18,3. Personal information is processed in accordance with the APECS Privacy Policy published on the APECS website.
19. General
19,1. Failure by APECS to enforce any provision shall not constitute a waiver of its rights.
19,2. These Terms constitute the entire agreement relating to the supply of Products unless otherwise agreed in writing.
19,3. No variation shall be effective unless agreed in writing by an authorised representative of APECS.
19,4. Rights under these Terms may not be assigned by the Customer without APECS' prior written consent.
20. Governing Law & Related Policies
For any questions or assistance, please contact APECS Customer Support or visit www.apecs.co.uk.20,1. These Terms are governed by the laws of England and Wales.
20,2. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from these Terms.
20,3. These Terms should be read alongside the current APECS Returns Policy, Product Warranty, Break-In Guarantee and Privacy Policy, each of which may be updated independently from time to time.