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 PLC., 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 Day.

CONTRACT PERFORMANCE
2.1. ADEPT SCIENTIFIC will endeavour to fulfil the Customer’s requirements promptly but no liability can be accepted for failure to deliver within advertised times.
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.

PRICE
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.

PAYMENT
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 invoice.
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 entitled to:
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 and sub-contractors.
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.

GUARANTEE
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 recommendations.
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 order.
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.

RETURNS
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 remain complete.
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 directory@adeptscience.co.uk 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.

CUSTOMER INDEMNITY
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 contract.

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 insolvency); or
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; or
18.1.4 the Customer ceases, or threatens to cease, to carry on business; or
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.

FORCE MAJEURE
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 the same.
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.

GENERAL
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 given:
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