1. Definitions

In these Terms, the following definitions apply:

"Business Day"

means any day other than a Saturday, Sunday, or public holiday in England and Wales.

"Buyer"

means the business entity placing an order through the Website.

"Contract"

means the contract formed between Apogee and the Buyer upon Apogee's acceptance of an order.

"Deliverables"

means any devices or consumables ordered by the Buyer.

"Order"

means a request submitted by the Buyer through the Website to purchase one or more Deliverables.

"Price"

means the price for the Deliverables as set out on the Website at the time the Order is placed.

2. Basis of Contract

1. 2.1 These Terms apply to all Orders placed through the Website to the exclusion of any other terms that the Buyer seeks to impose or incorporate.
2. 2.2 An Order constitutes an offer by the Buyer to purchase the Deliverables in accordance with these Terms. No Order shall be deemed accepted until Apogee issues an order confirmation, at which point the Contract shall come into existence.
3. 2.3 Apogee reserves the right to decline any Order at its absolute discretion.
4. 2.4 The Buyer is responsible for ensuring the accuracy of any Order prior to submission. Apogee shall not be liable for errors in Orders that are submitted by the Buyer.
5. 2.5 These Terms apply strictly to the outright purchase of Deliverables. Any ongoing managed print services, maintenance, leasing, or subscription contracts are explicitly excluded from these Terms and will be subject to a separate, dedicated written agreement between Apogee and the Buyer. Apogee reserves the right to introduce additional service and subscription terms on the Website as its product offerings expand.
6. 2.6 The Buyer acknowledges and agrees that they are purchasing the Deliverables wholly or mainly for the purposes of their trade, business, craft, or profession. The Buyer acknowledges that they are not dealing as a consumer and that consumer protection legislation, including but not limited to the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, shall not apply to this Contract.

3. Products

1. 3.1 Devices sold through the Website are currently refurbished goods unless otherwise stated in the applicable product listing. The Buyer acknowledges that refurbished devices may exhibit signs of prior use, cosmetic imperfections, or minor wear, and that this does not, in itself, constitute a defect or breach of these Terms. Apogee reserves the right to offer new and other categories of products through the Website from time to time, in which case the applicable product listing shall specify the relevant condition and specifications.
2. 3.2 Product descriptions and specifications on the Website are provided in good faith. Apogee shall use reasonable endeavours to ensure that descriptions are accurate but does not warrant that all descriptions are error-free.
3. 3.3 Images of products on the Website are for illustrative purposes only and may not exactly represent the Deliverables supplied.
4. 3.4 Consumables are sold subject to compatibility being the responsibility of the Buyer, except where Apogee has expressly warranted compatibility in writing. Consumables cannot be returned or refunded once the outer packaging or protective seal has been broken, unless proven defective upon delivery.

4. Price and Payment

1. 4.1 The Price for the Deliverables shall be the price displayed on the Website at the time the Order is placed. Prices are exclusive of VAT, which shall be charged at the applicable rate.
2. 4.2 Delivery charges, where applicable, shall be displayed at checkout and form part of the total amount payable by the Buyer.
3. 4.3 Payment is due in full at the time of placing the Order unless Apogee has expressly agreed alternative payment terms in writing.
4. 4.4 Apogee reserves the right to amend prices on the Website at any time without notice. Price changes will not affect Orders that have already been accepted by Apogee.
5. 4.5 Where payment is not received in full by the due date, Apogee reserves the right to charge interest on the overdue sum at a rate of 8% per annum above the Bank of England base rate, accruing daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. 4.6 The Buyer shall pay all amounts due under the Contract in full and without any set-off, counterclaim, deduction, or withholding, except as required by law. Apogee may at any time set off any amount owed to it by the Buyer against any amount payable by Apogee to the Buyer.

5. Delivery

1. 5.1 Apogee shall use reasonable endeavours to deliver the Deliverables within the estimated delivery timeframe provided at the time of Order. All delivery dates are estimates only and time shall not be of the essence for delivery.
2. 5.2 Delivery shall be made to the address specified in the Order. The Buyer is responsible for ensuring the accuracy of the delivery address.
3. 5.3 Risk in the Deliverables shall pass to the Buyer upon delivery. Title in the Deliverables shall not pass to the Buyer until payment in full has been received by Apogee.
4. 5.4 Upon delivery, the Buyer shall inspect the Deliverables and shall notify Apogee in writing within five (5) Business Days of any damage, defect, or non-conformity. Failure to notify Apogee within this period shall constitute acceptance of the Deliverables.
5. 5.5 Apogee shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control.
6. 5.6 WEEE Regulations: The Buyer acknowledges that they shall be responsible for the financing of the collection, treatment, recovery, and environmentally sound disposal of all Deliverables at the end of their useful life, in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2013 (as amended), and shall hold Apogee harmless from any obligations or liabilities under these regulations.
7. 5.7 Failed and Partial Delivery: Standard delivery is provided free of charge. Where the Buyer selects a premium or specified delivery slot, additional charges shall apply as displayed at checkout in accordance with clause 4.2. If delivery fails because the Buyer is unavailable to accept or sign for the Deliverables at the specified address, or has provided an incorrect or inaccessible address, Apogee (or its carrier) reserves the right to charge the Buyer for any resulting redelivery, storage, or return-to-base costs. Where an Order is fulfilled by more than one delivery, each delivery shall be treated as a separate Contract, and any defect in or failure to deliver one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6. Warranty

1. 6.1 All devices are provided with a warranty as specified in the applicable product listing on the Website. The nature of the warranty depends on the condition of the Deliverable:
   1. 6.1.1 Refurbished Devices: Unless otherwise stated in the product listing, the warranty period for refurbished devices is a limited warranty of six (6) months commencing on the date of delivery.
   2. 6.1.2 New Devices: New devices are covered by the standard manufacturer's warranty, the duration and terms of which will be detailed in the product packaging or listing. Apogee's obligation regarding New Devices is limited to passing on the benefit of this manufacturer's warranty where applicable.
2. 6.2 The warranty covers defects in materials and workmanship that arise under normal use. The warranty does not cover:
   1. (a) faults arising from misuse, improper installation, or unauthorised modification;
   2. (b) cosmetic imperfections consistent with the refurbished nature of the device;
   3. (c) damage caused by external factors including but not limited to power surges, accidents, or environmental conditions; or
   4. (d) consumables, except that consumables are warranted to be free from defects in materials and workmanship at the time of delivery.
3. 6.3 Where a valid warranty claim is made, Apogee's sole obligation shall be, at its discretion, to repair or replace the defective Deliverable or to issue a refund in accordance with the Refund Policy.
4. 6.4 All other warranties, representations, or conditions, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
5. 6.5 As a business-to-business transaction, Apogee is under no obligation to accept the return of non-defective Deliverables. Any acceptance of a non-defective return shall be strictly at Apogee's absolute discretion and may be subject to a restocking fee as detailed in our Returns Policy.
6. 6.6 Returns and refunds are dealt with in Apogee's Returns Policy, available on the Website, which forms part of the Contract. In the event of any conflict between this clause 6 and the Returns Policy, this clause 6 shall prevail.

7. Limitation of Liability

1. 7.1 Nothing in these Terms shall limit or exclude Apogee's liability for:
   1. (a) death or personal injury caused by its negligence;
   2. (b) fraud or fraudulent misrepresentation; or
   3. (c) any other liability that cannot be excluded or limited by law.
2. 7.2 Subject to clause 7.1, Apogee shall not be liable for any:
   1. (a) loss of profits;
   2. (b) loss of business or contracts;
   3. (c) loss of anticipated savings;
   4. (d) loss of data;
   5. (e) loss of goodwill; or
   6. (f) indirect or consequential loss,
   in each case arising out of or in connection with the Contract, even if Apogee has been advised of the possibility of such loss.
3. 7.3 Subject to clause 7.1, Apogee's total aggregate liability to the Buyer in connection with any Contract shall not exceed the Price paid by the Buyer under the relevant Contract.
4. 7.4 The Buyer agrees that the limitations of liability set out in this clause are reasonable having regard to the nature of the Deliverables, the Price, and the Buyer's ability to insure against the relevant risks.

8. Intellectual Property

1. 8.1 All content on the Website, including but not limited to text, images, product descriptions, logos, and trademarks, is the property of Apogee or its licensors and is protected by applicable intellectual property laws.
2. 8.2 The Buyer may not reproduce, distribute, or otherwise exploit any content from the Website without Apogee's prior written consent.
3. 8.3 Nothing in these Terms transfers any intellectual property rights to the Buyer.

9. Data Protection

1. 9.1 Apogee shall process any personal data provided by the Buyer in connection with an Order in accordance with its Privacy Policy, available on the Website, and in compliance with applicable data protection legislation including the UK General Data Protection Regulation and the Data Protection Act 2018.
2. 9.2 The Buyer warrants that it has obtained all necessary consents and has the authority to provide any personal data submitted to Apogee in connection with an Order.

10. Force Majeure

1. 10.1 Apogee shall not be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, fire, flood, severe weather, strikes, industrial disputes, war, civil unrest, pandemic, or failure of third-party suppliers or carriers.
2. 10.2 If such an event occurs, Apogee shall notify the Buyer as soon as reasonably practicable and shall use reasonable endeavours to resume performance. If the event continues for more than sixty (60) days, either party may terminate the affected Contract by written notice without liability to the other.

11. Termination

1. 11.1 Without affecting any other rights or remedies, Apogee may terminate a Contract with immediate effect by written notice to the Buyer if:
   1. (a) the Buyer commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of written notice;
   2. (b) the Buyer becomes insolvent, enters administration, receivership, or liquidation, or is otherwise unable to pay its debts as they fall due; or
   3. (c) the Buyer's financial position deteriorates to such an extent that Apogee reasonably considers that the Buyer's ability to perform its obligations is at risk.
2. 11.2 On termination, any outstanding amounts owed by the Buyer to Apogee shall become immediately due and payable.
3. 11.3 Subject to clause 11.1, a Contract shall automatically terminate upon the later of:
   1. (a) receipt by Apogee of full payment of all sums due under the relevant Contract; and
   2. (b) expiry of the applicable warranty period for refurbished Devices as specified in clause 6.1.1 or, in the case of New Devices, expiry of the applicable manufacturer's warranty period referred to in clause 6.1.2.

   Upon such termination, all obligations of the parties under the relevant Contract shall cease, save for any rights or obligations that have accrued prior to the date of termination or that are expressed to survive termination.

12. General

1. 12.1 Entire Agreement: These Terms, together with the Returns Policy and any applicable product listing, constitute the entire agreement between the parties in relation to the relevant Contract and supersede all prior representations, agreements, or understandings.
2. 12.2 Variation: Apogee reserves the right to amend these Terms at any time by updating the version published on the Website. The version of these Terms in force at the time an Order is placed shall apply to the resulting Contract.
3. 12.3 Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
4. 12.4 Waiver: A failure or delay by Apogee to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
5. 12.5 No Partnership or Agency: Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
6. 12.6 Third Party Rights: These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
7. 12.7 Accounts: Where the Buyer registers for an account on the Website, the Buyer is responsible for maintaining the confidentiality of its account credentials and for all activity conducted under its account. The Buyer shall notify Apogee promptly of any unauthorised use of its account. Apogee may suspend or terminate an account where it reasonably suspects misuse or a breach of these Terms.
8. 12.8 Website Use: The Buyer shall use the Website only for lawful purposes and in accordance with these Terms, and shall not misuse the Website, introduce any malicious code, or attempt to gain unauthorised access to any part of the Website or its underlying systems.
9. 12.9 Notices: Any notice given under these Terms shall be in writing and sent by email to the address held on the relevant party's account or, in Apogee's case, to the contact address specified on the Website, or by pre-paid post to the party's registered office. Notices sent by email are deemed received at the time of transmission, and notices sent by pre-paid post are deemed received two (2) Business Days after posting.
10. 12.10 Assignment: Apogee may at any time assign, transfer, subcontract, or otherwise deal with any of its rights or obligations under these Terms. The Buyer may not assign, transfer, or subcontract any of its rights or obligations under these Terms without Apogee's prior written consent.

13. Governing Law and Dispute Resolution

1. 13.1 These Terms and any Contract formed pursuant to them are governed by and construed in accordance with the laws of England and Wales.
2. 13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any Contract.