1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 The price quoted includes delivery and packaging (unless otherwise stated).
1.4 Rates of tax and duties on the goods will be those applying at the time of delivery.
1.5 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
2.1 An order (unless made via our website or otherwise agreed by us in writing) shall be made through:
2.1.1 fax by faxing to the number 01242 546777; and
2.1.2 by our electronic data interchange (‘EDI’) system.
2.2 Each order will set out (1) the type of goods; (2) the quantities ordered; (3) the location where the goods are to be delivered.
2.3 Where an order is placed via our website, clauses 2.3 to 2.5 shall apply. For the steps you need to take to place on order on our website, please see the following page: [insert link]. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process. You may pay using one of the methods indicated. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. We will confirm our acceptance to you by sending you an e-mail that confirms that the products have been dispatched (“Dispatch Confirmation”). The Contract between us will only be formed when we send you the Dispatch Confirmation. If we are unable to supply you with a product, for example because it is not in stock or no longer available, we will inform you of this by e-mail and we will not process your order. If you have already paid for the product, we will refund you the full amount as soon as possible.
2.4 All products shown on our website are subject to availability. The images of the products on our website are for illustrative purposes only. The products may vary slightly from those images.
2.5 If you are a consumer (i.e. an individual purchasing in a personal capacity and not in the course of a trade, business or profession), you may only purchase products from our website if you are at least 18 years old and resident in the United Kingdom. As a consumer, you have legal rights in relation to products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these terms will affect these legal rights.
3. Delivery and risk: UK customers
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
3.2.2 if you cancel the contract, you can have no further claim against us under that contract.
3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract governed by these terms.
3.5 We may decline to deliver if:
3.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.5.2 the premises (or the access to them) are unsuitable for our vehicle.
3.6 Where clause 3.5 applies, the parties agree that:
3.2.1 we will be entitled to recover the delivery cost from you;
3.2.2 we will be entitled to recover the restocking charge set out in clause 9.1; and
3.2.3 you will have no further claim against us under such contract.
3.7 The goods are at your risk from the time of delivery.
3.8 Delivery occurs when you have signed for the goods and takes place either:
3.8.1 at our premises (if you are collecting them or arranging carriage); or
3.8.2 at your premises (if we are arranging carriage).
3.9 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within five working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
4 Delivery and risk: export
4.1 In these conditions “incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these conditions, but if there is any conflict between the provision of incoterms and these conditions the latter shall prevail.
4.2 Where goods are supplied for export from the United Kingdom, the provision of this clause 4 shall (subject to any special terms agreed in writing) apply notwithstanding any other provision of these conditions.
5.1 You are to pay us in cash or otherwise in cleared funds on delivery, unless you have an approved credit account.
5.2 If you have an approved credit account, payment is due on the last day of the month following the month of our invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the due date:
5.3.1 we may suspend or cancel future deliveries;
5.3.2 we may cancel any discount offered to you;
5.3.3 you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998: (a) calculated (on a daily basis) from the date of our invoice until payment; (b) compounded on the first day of each month; and (c) before and after any judgment (unless a court orders otherwise);
5.3.4 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
5.3.5 you agree that we may recover (under clause 5.7) the cost of taking legal action to make you pay.
5.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
5.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.6 While you owe money to us, we have a lien on any of your property in our possession.
5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6.1 Until you pay all debts you may owe us:
6.1 1 all goods supplied by us remain our property;
6.1.2 you must store them so that they are clearly identifiable as our property;
6.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.1.4 you may use those goods and sell them in the ordinary course of your business, but not if: (a) we revoke that right (by informing you in writing); or (b) you become insolvent.
6.2 You must inform us (in writing) immediately if you become insolvent.
6.3 If your right to use and sell the goods ends you must allow us to remove the goods.
6.4 We have your permission to enter any premises where the goods may be stored:
6.4.1 at any time, to inspect them; and
6.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
6.5 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 not pay us by the due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7.1 We warrant that the goods:
7.1.2 are free from material defect for a period of 12 months from the date of delivery provided that you comply with clause 7.3.
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3 If you believe that we have delivered goods which are defective in materials or workmanship, you must:
7.3.1 inform us (in writing), with full details, as soon as it is reasonably practicable; and
7.3.2 allow us to investigate (we may need access to your premises and product samples).
7.4 Where we attend your premises to investigate a claim under clause 7.3, you must provide our staff with access to a safe, suitable working environment in which to conduct the investigation and any remedial work. If we conclude that the investigation or work cannot be undertaken in a safe manner we reserve the right to refuse to proceed.
7.5 If after our investigation we conclude that we have not breached our warranty under clause 7.1 we will recover cost of the investigation and associated expenses from you.
7.6 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.3) in full, we will (at our option) replace the goods or refund the price. Notwithstanding the foregoing, we will not replace, refund or be liable for any goods which:
7.6.1 have been tampered with or in any way altered, adapted and/or modified other than by us;
7.6.2 have been subject to misuse, negligence or acts other than by us;
7.6.3 have been incorporated into, use with and/or integrated with products not supplied by us; and/or
7.6.4 have been stored, handled, maintained or used in a manner contrary to our instructions or not originally intended.
7.7 Except for clauses 7.10, 7.12 and 13.9 (and save as where you are a consumer acting in a personal capacity and not in the course of any trade, business or profession), we shall not be liable to you by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of these terms, for any consequential loss or damage (whether for loss of profit, loss of goodwill, loss of opportunity or otherwise and whether occasioned by the negligence of us, or our employees or agents or otherwise) arising out of or in connection with any act or omission by us relating to the manufacture or supply of the good supplied to you, their resale by you or their use by you or any of your customer.
7.8 Subject only to clauses 7.10, 7.7, 7.12 and 13.9, our total liability to you (from one single cause) for damage to property caused by our negligence or otherwise shall be limited to £1,000.
7.9 Subject only to clauses 7.10, 7,7, 7,8, 7.12 and 13.9, for all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
7.10 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
7.11 You agree that you will not bring any claim arising out of or in connection with these conditions against any individual member, partner, employee or consultant of Adey Innovation LLP. Any duty of care which would otherwise, as a matter of law, be owed to you by any of our partners, employees or consultants is excluded from our contract with you. However, this does not alter or reduce any liability which we may have to you.
7.12 If you are a consumer (i.e. an individual purchasing in a personal capacity and not in the course of a trade, business or profession), if we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable.
7.13 The exclusions and limitations of liability set out in this clause 7 shall be considered severally. The invalidity or unenforceability of any one of these sub-clauses shall not affect the validity or enforceability of any other part of this Clause 7.
7.14 The whole of clause 7 shall survive the termination of the relevant contract and/or these terms howsoever caused.
8.1 If we prepare the goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specifications or instructions are accurate; and
8.1.2 you must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them.
8.1.3 you must ensure that our use of your specifications or designs will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
8.2 We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
8.3 We also reserve the right to make without notice any minor modifications in our specifications we think necessary or desirable.
9.1 We will accept the return of goods from you only:
9.1.1 by prior arrangement (confirmed in writing and quoting your Sales Return Order (SRO) which can be obtained by calling our Sales Team);
9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on delivery.
9.2 Subject to clause 9.1, where goods are returned to us they will be subject to a restocking charge of £25 per product for all items excluding MagnaClean Industrial which has a restocking charge of £250 per product (unless you are a consumer and have cancelled your contract with us under clause 10.4, in which case no restocking charge will apply).
9.3 If you are a consumer (i.e. an individual purchasing in a personal capacity and not in the course of a trade, business or profession), you have a legal right to cancel your contract with us in accordance with clause 10.4 below.
10.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
10.2 We may suspend or cancel the order, by written notice if:
10.2.1 you fail to pay us any money when due (under the order or otherwise);
10.2.2 you become insolvent;
10.2.3 you fail to honour your obligations under these terms i.e. you are in breach of any of the provisions of these terms.
10.3 Unless clause 10.4 applies,
You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 10.1 then apply).
10.4 If you are a consumer (i.e. an individual purchasing in a personal capacity and not in the course of a trade, business or profession) and you order via our website, clauses 10.4 to 10.11 will apply. You will have a legal right to cancel your contract with us under the Consumer Protection (Distance Selling) Regulations 2000) during the period set out below in clause 10.5. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a product, you can notify us of your decision to cancel your contract and receive a refund. Advice about your legal right to cancel your contract with us is available from your local Citizens' Advice Bureau or Trading Standards office.
10.5 If you are a consumer, your legal right to cancel your contract starts from the date of the Dispatch Confirmation, which is when the contract between us is formed. If the products have been delivered to you, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the products. Working days means that Saturdays, Sundays or public holidays are not included in this period.
10.6 To cancel your contract, please contact us in writing to tell us by sending an e-mail to [insert].
10.7 You will receive a full refund of the price you paid for the products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation.
10.8 If you have returned products to us because they are faulty or mis-described, we will refund the price of a defective product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
10.9 If the products were delivered to you:
10.9.1 you must return the products to us as soon as reasonably practicable;
10.9.2 unless the products are faulty or not as described, you will be responsible for the cost of returning the products to us; and
10.9.3 you have a legal obligation to keep the products in your possession and to take reasonable care of the products while they are in your possession.
10.10 Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
10.11 As a consumer, you will always have legal rights in relation to products that are faulty or not as described. These legal rights are not affected by anything in these terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
11.1 Any waiver or variation of these terms is not binding unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed by a director, partner or proprietor on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms. Notwithstanding the foregoing and for the avoidance of doubt, these terms (and where applicable, the distribution agreement or agency agreement entered between us) shall be the exclusive basis on which any contracts made between us are transacted and processed unless otherwise agreed in writing by one of our directors or the managers. In the event of any inconsistencies between these terms and the distribution agreement and/or agency agreement (as the case may be), these terms shall prevail.
12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
12.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.