APEX FILTERS LTD

TERMS AND CONDITIONS OF PURCHASE

Version: 1.0
Effective Date: 11 November 2026

Apex Filters Ltd
Registered in England and Wales | Company No. 15049352
71–75 Shelton Street, Covent Garden, London, WC2H 9JQ
www.apexfilters.co.uk

1. General

1.1 These Terms and Conditions of Purchase ("Terms") apply to all purchases of goods, materials, equipment and associated services made by Apex Filters Ltd ("Apex") from its suppliers ("Supplier"), unless otherwise expressly agreed in writing.

1.2 These Terms form part of each purchase order ("Order") issued by Apex where they have been incorporated into the agreement between Apex and the Supplier.

1.3 Any conflicting or additional terms proposed by the Supplier shall not apply unless expressly accepted in writing by Apex.

1.4 Where specific commercial arrangements have been agreed in writing, including prices, payment terms, delivery arrangements or manufacturing specifications, those arrangements shall take precedence over the corresponding provisions of these Terms.

2. Purchase Orders and Acceptance

2.1 All orders must be authorised and issued by Apex in writing, ordinarily through an official purchase order.

2.2 The Supplier shall promptly acknowledge receipt of each Order and confirm its acceptance, including the agreed pricing, quantities and anticipated delivery date.

2.3 Where these Terms have been provided before acceptance, the Supplier's written acceptance or commencement of fulfilment shall constitute acceptance of the Order on these Terms, unless otherwise agreed in writing.

2.4 No changes to product specifications, quantities, prices, manufacturing arrangements or delivery dates may be made without Apex's prior written approval.

2.5 Apex shall not be responsible for goods or services supplied without an authorised Order or other written instruction.

3. Pricing and Payment

3.1 All prices shall be those agreed in the Supplier's quotation, written correspondence or applicable purchase order.

3.2 Prices shall exclude VAT unless expressly stated otherwise. Carriage, packaging, insurance, import duties and other additional charges must be clearly identified and agreed before acceptance of the Order.

3.3 No additional charges may be applied without Apex's prior written authorisation.

3.4 Payment shall be made in accordance with the terms expressly agreed between Apex and the Supplier and recorded on the Order or in other written correspondence.

3.5 Where no payment terms have been agreed, payment shall be due 30 calendar days following the later of receipt of a valid invoice and delivery of the goods or completion of the services.

3.6 All invoices must clearly reference the relevant Apex purchase order number and identify the goods or services supplied.

3.7 Apex reserves the right to withhold payment of amounts genuinely disputed in good faith, including amounts relating to defective, incorrect or undelivered goods. Undisputed amounts shall remain payable in accordance with the agreed terms.

4. Delivery and Lead Times

4.1 The Supplier shall deliver the goods to the location specified on the Order, within the agreed delivery period.

4.2 Where a delivery date is expressly identified as a firm deadline and accepted by the Supplier, time shall be of the essence in respect of that deadline.

4.3 Where delivery dates are estimates, the Supplier shall use reasonable endeavours to meet them and notify Apex promptly of any circumstances likely to cause a delay.

4.4 The Supplier must communicate any anticipated delay, including its cause and revised delivery date, as soon as reasonably practicable.

4.5 Where a material delay occurs, Apex may request an alternative delivery arrangement or, following reasonable notice and an opportunity to remedy the delay where appropriate, cancel the affected goods without penalty, subject to any separately agreed provisions concerning bespoke manufacture.

4.6 Partial deliveries, substitutions or changes to shipping arrangements require prior approval where they differ from the original Order.

4.7 The Supplier shall ensure that goods are appropriately packaged and protected against damage, contamination or deterioration during transit.

5. Direct-to-Customer Deliveries

5.1 Where the Supplier is instructed to dispatch goods directly to an Apex customer or another nominated recipient, the Supplier shall follow the delivery instructions supplied by Apex.

5.2 Where Apex provides a packing list, delivery note or other dispatch documentation, the Supplier shall include that documentation with the shipment when instructed.

5.3 Supplier pricing, invoices, commercial correspondence, promotional material or other information disclosing Apex's purchasing arrangements must not accompany direct-to-customer shipments unless expressly authorised.

5.4 The Supplier shall not use customer information provided by Apex for marketing, independent sales solicitation or any purpose unrelated to fulfilling the Order.

5.5 The Supplier shall provide Apex with dispatch confirmation, carrier details and tracking information where available, promptly following dispatch.

5.6 Any delivery discrepancies, damage or failed deliveries must be reported to Apex without unreasonable delay.

6. Product Quality and Specifications

6.1 All goods must:

• Conform to the descriptions, quantities, specifications, drawings and standards agreed in the Order.

• Be of satisfactory quality and free from defects in materials and workmanship.

• Be fit for any particular purpose expressly communicated to and accepted by the Supplier.

• Be appropriately identified, packaged and labelled.

• Comply with applicable UK legislation and regulatory requirements.

6.2 For filtration products and equipment, the Supplier shall ensure that declared technical characteristics are accurate, including, where applicable, filtration ratings, material composition, dimensional tolerances, pressure ratings, operating temperatures, flow capabilities and chemical compatibility.

6.3 No changes to product materials, construction, dimensions, components or performance specifications may be made without Apex's prior written approval.

6.4 Where an Order refers to a particular manufacturer, model, brand or part number, substitutions require express written approval.

6.5 The Supplier shall notify Apex promptly upon discovering any defect, safety concern, product recall or material specification change affecting goods previously supplied.

7. Regulatory Compliance and Certification

7.1 The Supplier shall ensure that all goods comply with applicable statutory and regulatory requirements in the market for which they are expressly intended.

7.2 Depending on the nature and application of the goods, relevant requirements may include:

• Pressure Equipment (Safety) Regulations 2016.

• Water Supply (Water Fittings) Regulations 1999.

• Applicable product safety, environmental and material regulations.

• Applicable conformity assessment, product marking and traceability requirements.

7.3 Where specifically requested, or required by applicable law, the Supplier shall provide relevant documentation, including certificates of conformity, declarations of conformity, test reports, material certificates, technical datasheets or other supporting evidence.

7.4 Any claims concerning WRAS approval, NSF certification or other independent approvals must be accurate, current and supported by appropriate evidence.

7.5 The Supplier shall notify Apex of any relevant limitations, conditions of use or regulatory restrictions affecting the supplied goods.

8. Inspection and Defective Goods

8.1 Apex reserves the right to inspect goods following delivery and, where reasonably necessary, request further information or testing to establish conformity with the agreed specification.

8.2 Receipt, payment or onward delivery of goods shall not, by itself, constitute acceptance of defects that could not reasonably have been identified at the time.

8.3 Where goods are defective, damaged, incorrectly supplied or otherwise fail to meet the agreed requirements, Apex may require the Supplier, within a reasonable period, to:

• Repair the affected goods.

• Replace the affected goods with conforming goods.

• Issue an appropriate credit or refund.

• Agree another commercially reasonable resolution.

8.4 Reasonable costs of returning, collecting or replacing goods which fail to conform to the Order shall be borne by the Supplier where the non-conformity is attributable to the Supplier.

8.5 Any replacement or corrective action shall be arranged promptly, taking account of the circumstances and any commitments communicated to the Supplier.

8.6 These provisions do not limit any other rights or remedies available to Apex under applicable law.

9. Warranty

9.1 Unless otherwise agreed in writing, the Supplier warrants that goods shall be free from defects in materials and workmanship for 12 months from delivery, subject to normal use, correct installation and compliance with the applicable operating instructions.

9.2 Where a longer manufacturer's warranty applies, Apex shall receive the benefit of that warranty to the extent permitted by its terms.

9.3 The warranty shall not extend to damage caused by misuse, improper installation, unauthorised modification, unsuitable operating conditions or normal wear and tear.

9.4 Where a product is defective within the applicable warranty period, the Supplier shall investigate and provide an appropriate remedy without unreasonable delay.

9.5 Any manufacturer-specific warranty arrangements expressly agreed in writing shall take precedence over this section.

10. Bespoke and Custom-Manufactured Products

10.1 Where goods are manufactured, modified or procured specifically to Apex's requirements, the Supplier must obtain approval of the relevant specifications, drawings, materials, quantities, prices and lead times before commencing production.

10.2 Any technical uncertainties, manufacturing limitations or deviations from the agreed specification must be communicated to Apex before production.

10.3 No changes to approved drawings, material grades, connection sizes, dimensional tolerances or other critical specifications may be made without written agreement.

10.4 Apex acknowledges that bespoke or custom-manufactured goods may not be eligible for cancellation or return for convenience once manufacture has commenced.

10.5 If Apex requests cancellation of a bespoke Order after authorised work has commenced, any cancellation charge must be reasonable, supported by evidence of costs actually incurred, and take account of costs avoided or recoverable by the Supplier. Such charges shall not exceed the agreed Order value.

10.6 Nothing in this section limits Apex's rights where bespoke goods are defective, incorrectly manufactured or materially different from the agreed specification.

11. Risk, Ownership and Transport

11.1 Unless otherwise expressly agreed, risk of loss or damage shall remain with the Supplier until the goods have been delivered to the agreed destination.

11.2 Ownership of the goods shall pass to Apex on delivery or payment, whichever occurs first, unless an alternative arrangement has been expressly agreed in writing.

11.3 Where goods are shipped from outside the United Kingdom, the parties shall agree responsibility for freight, insurance, customs clearance, duties and applicable taxes before dispatch.

11.4 Where relevant, internationally recognised Incoterms may be used to clarify the parties' respective responsibilities.

11.5 The Supplier shall provide appropriate delivery and shipping documentation, including any agreed customs or origin information.

12. Liability and Insurance

12.1 Each party shall be responsible for losses arising from its own breach of contract, negligence or failure to comply with applicable law, subject to the terms of the relevant agreement and applicable legal limitations.

12.2 Where the Supplier's breach causes Apex reasonably foreseeable direct losses, the Supplier shall be responsible for those losses to the extent recoverable under applicable law. These may include reasonable costs of replacement goods, corrective work, additional carriage and dealing with defective products.

12.3 Neither party shall be liable for losses arising solely from the other party's negligence, misuse of goods or failure to follow agreed specifications or instructions.

12.4 The Supplier shall maintain insurance appropriate to the nature and value of the goods supplied, including product liability insurance where appropriate.

12.5 Nothing in these Terms shall exclude or restrict liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded or restricted.

13. Confidentiality and Intellectual Property

13.1 All commercial, technical and customer information disclosed by Apex in connection with an Order shall be treated as confidential, unless already lawfully in the public domain or otherwise legitimately available to the Supplier without an obligation of confidentiality.

13.2 Such information shall only be used for the purposes of fulfilling the Order and shall not be disclosed to third parties except where necessary for fulfilment, legally required or authorised by Apex.

13.3 Drawings, specifications, designs and technical information provided by Apex shall remain the property of Apex or their respective lawful owners.

13.4 The Supplier shall not reproduce, distribute or use Apex-provided intellectual property for unrelated commercial purposes without prior written permission.

13.5 Nothing in these Terms transfers ownership of the Supplier's pre-existing intellectual property to Apex.

14. Data Protection

14.1 Where personal data is exchanged in connection with an Order, both parties shall comply with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018.

14.2 The Supplier shall use personal data provided by Apex only for legitimate purposes associated with fulfilling the Order, unless another lawful basis for processing applies.

14.3 Appropriate technical and organisational measures shall be maintained to protect personal information against unauthorised access, disclosure, loss or misuse.

14.4 The Supplier shall promptly notify Apex of any personal data breach affecting information supplied by Apex, where notification is required under applicable law or the parties' agreed arrangements.

15. Events Beyond Reasonable Control

15.1 Neither party shall be liable for delays or failure to perform obligations caused by events beyond its reasonable control, provided it has taken reasonable steps to mitigate their effects.

15.2 The affected party shall notify the other promptly, explaining the circumstances, anticipated duration and measures being taken to minimise disruption.

15.3 Where such circumstances materially prevent fulfilment for a prolonged period, the parties shall discuss an appropriate resolution, including revised delivery arrangements or cancellation of unfulfilled obligations.

15.4 Where a cancellation is agreed or lawfully exercised, any entitlement to payment for work already performed or costs incurred shall be determined by the applicable contract terms and law.

16. Termination and Cancellation

16.1 Apex may cancel an Order before acceptance without liability, unless a binding agreement has already been formed.

16.2 Following acceptance, cancellation for convenience shall be subject to any agreed cancellation terms and the provisions concerning bespoke goods.

16.3 Either party may terminate an Order for a material breach by the other party which remains unremedied following reasonable written notice, where the breach is capable of remedy.

16.4 Termination shall not affect rights, liabilities or obligations accrued before termination.

17. Governing Law and Disputes

17.1 These Terms and any contractual or non-contractual disputes arising in connection with them shall be governed by the laws of England and Wales.

17.2 The parties shall first attempt to resolve disputes through good-faith discussions.

17.3 Where a dispute cannot be resolved amicably, the courts of England and Wales shall have exclusive jurisdiction, unless otherwise expressly agreed in writing.

18. General Provisions

18.1 Any amendments or variations to an Order or these Terms must be agreed in writing by authorised representatives of both parties.

18.2 If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.

18.3 Failure by either party to enforce a contractual right shall not constitute a waiver of that right.

18.4 Nothing in these Terms creates a partnership, joint venture or agency relationship between Apex and the Supplier.

Apex Filters Ltd
Registered in England and Wales | Company No. 15049352
VAT Registration No. GB 446231802
71–75 Shelton Street, Covent Garden, London, WC2H 9JQ

www.apexfilters.co.uk | wes@apexfilters.co.uk

End of Terms and Conditions of Purchase