Application Of These General Conditions
1.1 These general conditions apply to all contracts for the sale or
provision of goods or services by ADEPT SCIENTIFIC LTD., a company registered
in England and Wales (Company Number 01865488) whose registered office
is situated at Amor Way, Letchworth, Hertfordshire SG6 1ZA (“ADEPT
SCIENTIFIC”) to the exclusion of any other terms.
1.2 No addition to, nor any variation or waiver of, these general conditions,
nor any terms or conditions proffered by the Customer or printed on the
Customer’s purchase order shall have any legal effect unless expressly
agreed in writing on behalf of ADEPT SCIENTIFIC by a duly authorised
employee of ADEPT SCIENTIFIC.
1.3 A reference in these general conditions to a provision of a statute
shall be construed as a reference to that provision as amended, re-enacted
or extended at the relevant time.
1.4 The headings in these general conditions are for convenience only
and shall not affect their interpretation.
1.5 Any typographical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document
or information issued by ADEPT SCIENTIFIC shall be subject to correction
without any liability on the part of ADEPT SCIENTIFIC.
1.6 Reference to days, weeks or months is a reference to calendar days,
weeks or months unless the context specifies otherwise.
1.7 "Working Days" means Monday to Friday and excludes bank
holidays in England and Wales.
1.8 “Normal Business Hours” means 9am to 5pm on a Working
2.1. ADEPT SCIENTIFIC will endeavour to fulfil the Customer’s requirements
promptly but no liability can be accepted for failure to deliver within
2.2 Allow up to 28 days for delivery.
2.3 ADEPT SCIENTIFIC reserves the right to make any changes whether technical
or otherwise in the specification of the products or services which are
required to conform with any applicable statutory or E.U. requirements
or, where the products or services are to be supplied to the Customer's
specification or which ADEPT SCIENTIFIC considers in its absolute discretion
to be necessary, which do not materially affect their quality or performance.
3.1 Products will be invoiced at the prices ruling at the time of despatch.
3.2 Except where a quotation is expressed to be on the basis of a fixed
price for a specific period, ADEPT SCIENTIFIC may vary the price to reflect
any variation in costs prior to delivery including without limitation
any foreign exchange fluctuation, alteration of duties, increases in
the cost of labour, materials or cost of manufacture or any delay caused
by the Customer's instructions or failure by the Customer to give ADEPT
SCIENTIFIC adequate information or instructions.
3.3 The price does not include VAT which will be charged at the rate
ruling at the time of supply except where written proof of VAT exemption
is provided at the time of placing the order.
4.1 Credit account invoices are due and payable in sterling 30 days from
the date of the invoice unless otherwise agreed. Time for payment of
the invoice shall be of the essence of the contract.
4.2 ADEPT SCIENTIFIC should be notified immediately of any error on an
4.3 If any payment is overdue ADEPT SCIENTIFIC may stop the delivery
of products or provision of services to the Customer and payment shall
become immediately due for all products and services supplied.
4.4 ADEPT SCIENTIFIC may charge interest on any amount overdue at the
rate of 8% above the base rate of Lloyds Bank Plc per month compounding
monthly until the sum due is paid.
TRANSFER OF PROPERTY AND RISK IN PRODUCTS SOLD
5.1 Products being sold shall remain the property of ADEPT SCIENTIFIC
until the whole of the price has been paid.
5.2 Until such time as the property in the products passes to the Customer,
the Customer shall hold the Products as ADEPT SCIENTIFIC'S fiduciary
agent and bailee and shall keep the products separate from those of the
Customer and third parties and shall keep the products properly stored,
protected and insured and identified as the property of ADEPT SCIENTIFIC
but the Customer may resell or use the products in the ordinary course
of its business.
5.3 In the case of products which after delivery cannot be distinguished
from or become intermingled with other goods, any such goods in the possession
of the Customer or its agent shall be conclusively deemed to be or to
include products the property of ADEPT SCIENTIFIC by virtue of sub-clause
5.1 above and ADEPT SCIENTIFIC shall have the right to nominate at its
discretion which part of such goods are its property and to retake possession
of the same at any time before the property has passed to the customer
pursuant to Condition 5.1.
5.4 Until such time as the property in the products passes to the Customer
and provided the products are still in existence (subject to clause 5.3)
and have not been sold, ADEPT SCIENTIFIC may at any time require the
Customer to deliver up the products to ADEPT SCIENTIFIC and, if the Customer
fails to do so forthwith, ADEPT SCIENTIFIC may during Normal Business
Hours enter on any premises of the Customer or of any third party (in
the case of a third party acting as agent for the Customer) where the
products are stored and repossess the products.
5.5 The Customer shall not be entitled to pledge or charge in any way
by way of security for any indebtedness any products which remain the
property of ADEPT SCIENTIFIC but if the Customer does so, all moneys
owing by the Customer to ADEPT SCIENTIFIC shall (without limiting any
other right or remedy of ADEPT SCIENTIFIC) forthwith become due and payable.
5.6 The risk in products shall pass to the Customer upon delivery or
if the Customer wrongly fails to take delivery of the products, at the
time when ADEPT SCIENTIFIC has tendered delivery of the products.
DELIVERY AND STORAGE
6.1 ADEPT SCIENTIFIC reserves the right to charge for delivery.
6.2 If full delivery cannot be made to the agreed drop point or delivery
address due to the Customer’s act or omission, ADEPT SCIENTIFIC
may additionally charge for abortive journeys or part deliveries.
6.3 If the Customer fails to accept delivery ADEPT SCIENTIFIC shall be
6.3.1 make arrangements for storage of products and to charge the Customer
accordingly and the Customer shall become responsible for the risk of
loss of or damage to the products and for paying the contract price as
if the products had been delivered; or
6.3.2 sell the products at the best price readily obtainable and (after
deducting all storage, insurance and selling expenses) charge the Customer
for any shortfall below the agreed price.
SHORTAGE, LOSS OR DAMAGE IN TRANSIT
7.1 The Customer shall report promptly to ADEPT SCIENTIFIC (and to the
carrier if not ADEPT SCIENTIFIC) any shortage or loss of or damage
to products in transit. Damaged products and packing must be kept for
inspection by ADEPT SCIENTIFIC for a minimum period of 90 days.
7.2 ADEPT SCIENTIFIC shall not be liable for any shortage, loss, damage
or discrepancy unless notification (confirmed in writing) is received
by ADEPT SCIENTIFIC within 3 Working Days of delivery in the case of
shortage, damage or discrepancy or within 13 Working Days from the date
of delivery notified to the Customer in the case of total non-delivery.
TECHNICAL SPECIFICATIONS, CATALOGUES, etc.
8.1 All descriptions, technical specifications, drawings, illustrations
given in catalogues or other literature issued by ADEPT SCIENTIFIC
while given in good faith shall not form part of the contract unless
specifically incorporated therein and ADEPT SCIENTIFIC accepts no liability
for minor variations.
8.2 ADEPT SCIENTIFIC or where applicable the licensor or supplier to
ADEPT SCIENTIFIC owns all intellectual property rights including without
limitation copyright, designs, trademarks, patents and any other intellectual
property rights howsoever existing relating to the products or services
supplied by ADEPT SCIENTIFIC and whether or not registered and existing
in any part of the world which subside in the specifications, data and
other documents relating thereto.
TRADE SECRETS AND INDUSTRIAL PROPERTY
9.1 Any know how, technical information or information relating to the
intellectual property of ADEPT SCIENTIFIC (and where applicable the
licensor or supplier to ADEPT SCIENTIFIC) or documents supplied at
anytime by ADEPT SCIENTIFIC to the Customer in connection with the
contract or any earlier associated trials shall be treated as confidential
by the Customer, its employees and agents and shall not be used for
any purpose other than for the purpose of the contract or reproduced
or disclosed to any third party without ADEPT SCIENTIFIC’s prior
written consent, unless and until the same is public knowledge or comes
into the Customer’s possession from a third party other than
in breach of the obligations by such third party or where disclosure
is required by law.
9.2 ADEPT SCIENTIFIC’s or where appropriate its licensor’s
or supplier’s trade marks, names and other intellectual property
rights or such intellectual property rights which are in the reasonable
opinion of ADEPT SCIENTIFIC similar to ADEPT SCIENTIFIC's or where applicable
its licensor’s or supplier’s intellectual property shall
not be used otherwise than as applied by ADEPT SCIENTIFIC to products
supplied by it.
LOADING, UNLOADING, INSTALLATION AND COMMISSIONING ON SITE
10.1 If the contract covers carriage to site, or inspection or commissioning
by ADEPT SCIENTIFIC on site, the Customer shall provide free of charge
adequate and safe access and facilities to ADEPT SCIENTIFIC, its employees
10.2 Any person engaged in work on site in connection with the contract
(other than an employee or sub-contractor of ADEPT SCIENTIFIC) shall
be deemed to be an employee or agent of the Customer.
11.1 ADEPT SCIENTIFIC undertakes to repair or, at its option, replace
products which fail (fair wear and tear excepted) within 12 months
of the passing of risk in the products to the Customer pursuant to
these general conditions provided that such failure has occurred under
normal conditions and subject to proper storage, use and maintenance
of the relevant products by the Customer provided that:
(i) the Customer notifies ADEPT SCIENTIFIC promptly with details of any
alleged defect or malfunction;
(ii) the Customer gives ADEPT SCIENTIFIC or its agents the opportunity
to inspect on site and, if ADEPT SCIENTIFIC so requests, the products
are returned promptly carriage to be paid by the Customer (and details
of carriage notified in writing to ADEPT SCIENTIFIC in advance);
(iii) the products have not been repaired or modified by anyone other
than ADEPT SCIENTIFIC or its agents; and
(iv) the products have been installed in compliance with ADEPT SCIENTIFIC’s
11.2 If products are found to be defective ADEPT SCIENTIFIC undertakes
to refund the Customer’s reasonable expenses incurred in the United
Kingdom in returning such products to ADEPT SCIENTIFIC or to ADEPT SCIENTIFIC’s
11.3 ADEPT SCIENTIFIC may at its option elect to refund or forgo the
contract price and take back the products supplied or equipment provided
in full satisfaction of any liability or obligation under sub-clauses
11.1. and 11.2. above.
11.4 If installation recommendations are not included with the products,
or have not been previously supplied by ADEPT SCIENTIFIC, it shall be
the duty of the Customer to request these from ADEPT SCIENTIFIC within
7 days of the date of delivery of the products to the Customer. Failure
to make such request, or failure to comply with ADEPT SCIENTIFIC’s
installation recommendations, shall relieve ADEPT SCIENTIFIC of any responsibility
for any loss or damage to products attributable directly or indirectly
to defective installation.
12.1 You have the right to withdraw from your purchase of an item within
seven working days of the date the item is delivered to you, with the
exception that no refunds whatsoever are available on downloaded items
or those delivered electronically. All other items must sealed and
12.2 An Adept Scientific representative must authorise all returns and
they will need to know the reason for the return, the product and serial
numbers (if any) to which the refund applies and (if relevant) the WorldPay
credit/debit card purchase reference. You can contact us by email to
firstname.lastname@example.org or by phone to your local Adept Scientific
office. If we agree to the return, you will be issued with a Returns
Number. All items should be returned by a secure method at your cost
to your local Adept office address. Please package the item securely
and write the returns number on the outside of the package. Send it to
us with the delivery slip so that we receive it within seven working
days of issuing a Returns Number.
12.3 For returns outside of the 7 day period, we cannot accept returns
of downloaded software, software delivered electronically or physical
software that has been opened. For all other items, there is a standard
restocking fee of 25% if returned within 30 days of invoice, 50% if returned
between 30 and 60 days. The original delivery charge is not refundable.
12.4 In addition to 12.2 & 12.3 we reserve the right to levy an additional
charge for refurbishment, test or repair of hardware.
12.5 Returns after 60 days are not accepted.
REPRESENTATIONS, ADVICE AND EXCLUSION OF IMPLIED TERMS
13.1 The rights, obligations and liabilities of the parties under these
conditions shall be in lieu of any warranty or condition implied by
common law or by statute into a contract for the sale of products or
supply of services and all such warranties or conditions are excluded
to the fullest extent permitted by law.
13.2 No warranty is given that products or services are suitable or sufficient
for any specific purpose unless such purpose is defined in the contract
and expressly accepted by ADEPT SCIENTIFIC in writing.
13.3 Any advice given or representation made by ADEPT SCIENTIFIC, its
employees or agents is given or made without liability or otherwise except
only if ADEPT SCIENTIFIC agrees in writing to provide technical advice
in return for a specific fee, in which case the liability of ADEPT SCIENTIFIC,
its employees and agents shall be limited to the amount of the fee received
for such advice.
LIMITATION ON LIABILITY
14.1 ADEPT SCIENTIFIC shall under no circumstances be liable in contract
or otherwise for any loss, damage, expense or injury whatsoever (other
than personal injury or death arising from the negligence of ADEPT
SCIENTIFIC of its employees or agents, responsibility for which is
not excluded hereby) including loss of data, lost profits, contracts
or goodwill, loss of anticipated savings or other special, indirect
or consequential loss or otherwise arising out of or in connection
with the supply, installation, use or failure of or defect in the products.
Save in respect of claims for personal injury or death arising from
ADEPT SCIENTIFIC's negligence, ADEPT SCIENTIFIC's liability shall be
limited to the value of the products to which the claim relates whether
such damages were reasonably foreseeable or actually foreseen.
15.1 The Customer shall forthwith on demand indemnify and hold harmless
ADEPT SCIENTIFIC and its employees from and against any claim made
against, or any loss, cost, damage, injury or expense suffered by ADEPT
SCIENTIFIC or its employees or agents:-
(i) howsoever arising on the Customer’s site or on any site to
which delivery is made or at which services are provided at the request
of the Customer; or
(ii) caused or contributed to by the negligence of the Customer, its
employees or other persons for whom the Customer is responsible; or
(iii) arising out of any breach by the Customer of or any liability of
the Customer under the contract or these conditions; save, in any case,
to the extent directly caused by the negligence of ADEPT SCIENTIFIC,
its employees or agents.
15.2 If at the request of (or by contract with) the Customer, ADEPT SCIENTIFIC
agrees to provide products or services to any person who is not a party
to the contract, the Customer shall procure that such person agrees to
be bound by these conditions as though a party to the contract, and the
Customer shall indemnify ADEPT SCIENTIFIC forthwith on demand from and
against any consequences of the Customer failing so to do, including
any claim made by such person which he could not make if a party to the
RESTRICTIONS ON EXPORT AND SALE
16.1 ADEPT SCIENTIFIC’s consent (which will not be unreasonably
withheld) must be obtained before goods are offered for resale outside
the United Kingdom.
STATUTORY OBLIGATIONS AND CONSENTS
17.1 The Customer shall be responsible for obtaining necessary consents
and for complying with all obligations imposed by law, statute or local
regulation in connection with any products supplied, equipment provided
to the Customer or work done on the Customer’s site.
17.2 The Customer’s attention is drawn to the fact that statutory
regulations and recognized codes of safe practice may cover the storage,
handling, conveyance and use of products supplied by ADEPT SCIENTIFIC.
TERMINATION OF SUPPLY AND REPOSSESSION OF ADEPT SCIENTIFIC PROPERTY
18.1 ADEPT SCIENTIFIC may stop supply of goods or services or, at its
option, forthwith terminate this contract on notice to the Customer
without prejudice to any then accrued rights of either party if:
18.1.1 the Customer makes a voluntary arrangement with its creditors
or (being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an administration order or goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction not involving
18.1.2 an encumbrancer takes possession, or a receiver is appointed,
over any of the property or assets of the Customer; or
18.1.3 the Customer experiences any procedure or event similar to those
specified in clauses 17.1.1 and 18.1.2 under the laws of any jurisdiction;
18.1.4 the Customer ceases, or threatens to cease, to carry on business;
18.1.5 ADEPT SCIENTIFIC reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Customer and notifies
the Customer accordingly; or
18.1.6 if the Customer commits any material breach of any provision of
the contract or these conditions.
19.1 Neither party shall be liable for any failure to fulfil its obligations
under the contract if such failure is due to strike, lock-out, industrial
dispute, breakdown of plant, transport or equipment or, whether or
not of the same nature as the foregoing, to any event or circumstances
beyond a party's reasonable control ("Event of Force Majeure").
If an Event of Force Majeure continues for a continuous period of more
than [6 months], either party may terminate the agreement by written
notice to the other party.
19.2 Any costs arising from such delay shall be borne by the party incurring
19.3 Both parties shall use all reasonable endeavours to mitigate the
impact of any Event of Force Majeure and to recommence performance of
their obligations under the contract as soon as reasonably possible.
20.1 ADEPT SCIENTIFIC shall be entitled to assign its rights and obligations
hereunder wholly or partly to any subsidiary company of ADEPT SCIENTIFIC
or of ADEPT SCIENTIFIC’s holding company for the time being.
20.2 No waiver by ADEPT SCIENTIFIC of any breach of this contract by
the Customer shall be considered as a waiver of any subsequent breach
of the same or of any other provision. No forbearance, delay or indulgence
by ADEPT SCIENTIFIC in enforcing the provisions of the contract shall
prejudice or restrict the rights of ADEPT SCIENTIFIC nor shall any waiver
of its rights operate as a waiver of any subsequent breach and no right,
power or remedy herein conferred upon or reserved for ADEPT SCIENTIFIC
is exclusive of any other right, power, or remedy available to ADEPT
SCIENTIFIC and each of such rights, powers or remedies shall be cumulative.
20.3 All notices hereunder shall be in writing and in each case addressed
to the most recent address or facsimile number notified to the other
party. Any such notice may be delivered personally, by first class pre-paid
letter or facsimile transmission and shall be deemed to have been duly
20.3.1 when delivered, if delivered by hand by courier or other messenger
(including registered mail); or
20.3.2 when sent, if transmitted by fax during normal Business Hours
on a Working Day (and if despatched outside Normal Business Hours on
a Working Day, then at the next commencement of Normal Working Hours
on a Working Day) and when a successful transmission report or return
receipt is generated; or
20.3.3 48 hours after the date of posting if sent by first class post
and proof of posting shall be sufficient evidence of due delivery.
20.4 If any provision of the contract is held by a court or other competent
authority to be invalid or unenforceable in whole or in part the validity
of the other provisions of the contract and the remainder of the provision
in question shall not be affected.
20.5 The parties confirm their intent not to confer any rights on any
third party by virtue of the contract and accordingly, the Contracts
(Right of Third Parties) Act 1999 will not apply to the contract.
20.6 The contract supersedes all prior agreements, arrangements and undertakings
between the parties and constitutes the entire agreement between the
parties relating to the subject matter of the contract. The parties confirm
that they have not entered into the contract on the basis of any representation
that is not expressly incorporated into the contract. Nothing in this
clause shall exclude or limit liability for fraudulent misrepresentation.
20.7 The contract shall be governed by the laws of England and Wales,
and the parties irrevocably submit to the exclusive jurisdiction of the
courts of England and Wales