Terms and Conditions

1 - Definitions
In these conditions the following terms shall have the following meanings:

Company: Adept Networks Ltd registered number 5043135 the registered office of which is at Unit 63, Pembroke Centre, Cheney Manor Industrial Estate, Swindon, Wiltshire SN2 2PQ.

Customer: the customer of the Company.

Contract: any contract for the sale of Goods by the Company to the Customer.

Goods: any goods forming the subject of this contract including parts and components of or materials incorporated in them or as detailed on the order form.

Price: the price as detailed on the website or quotation form.

2 - Quotation
Quotations by the Company unless otherwise stated in them shall be open for acceptance within 7 days of the date of the quotation.

3 - Contract
3.1 No Contract shall come into existence until the Customer's order (however given) is accepted by the earliest of;

• the Company's written acceptance;
• delivery of the Goods; and
• the Company's invoice

3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms and conditions stipulated or referred to by the Customer.

3.3 The Company shall be under no obligation to accept and process any Customer order for Goods not exceeding an invoice value of £50 plus VAT.

4 - Prices
4.1 The Price for the Goods is ex-works and excludes packing insurance and carriage/freight, VAT and other taxes and duties.

4.2 The Company shall have the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in the cost of material parts labour transport changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.

4.3 Price changes shall take effect on the date of service on the Customer of notice of the change.

5 - Payment
5.1 For account holders only all invoices are payable without discount in pounds sterling within 30 days of the date of the Company's invoice at the Company's premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction or to withhold payment for any reason.

5.2 Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment on a daily basis at a rate of 4% over the base rate from time to time quoted by Barclays Bank plc and reimburse to the Company all costs and expenses including legal costs incurred in the collection of the overdue amount.

6 - Title
6.1 For the purposes of Section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.

6.2 Despite the earlier passing of risk title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for the Goods including interest and costs has been paid in full.

6.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark the Goods so that they can at all times be identified as the property of the Company.

6.4 The Company may at any time before title passes and without any liability to the Customer:

• repossess and dismantle and use or sell all and any of the Goods and by doing so terminate the Customer's right to use sell or otherwise deal in them; and
• for that purpose or for determining what if any Goods are held by the Customer and inspecting them enter any premises of or occupied by the Customer.

6.5 Until title passes the proceeds of sale of the Goods shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other monies or paid into any overdrawn bank account and shall at all times be identified as the Company's money.

6.6 The Company may maintain an action for the price of the Goods notwithstanding that title in them has not passed to the Customer.

7 - RISK DELIVERY AND PERFORMANCE
7.1 The Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer's agent whoever pays its charges) at the Company's premises or other delivery point agreed by the Company.

7.2 Risk in the Goods passes when they are delivered in accordance with clause 7.1.

7.3 The Company may at its discretion deliver the Goods by instalments in any sequence.

7.4 Where the Goods are delivered by instalments no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.

7.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods ordered.

7.6 Any dates quoted by the Company for delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.

7.7 If the Customer fails:

• to take delivery of the Goods or any part of them on the due date; and
• to provide any instructions or documents required to enable the Goods to be delivered on the due date, the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice:
• risk in the Goods shall pass to the Customer;
• delivery of the Goods shall be deemed to have taken place; and
• the Customer shall pay to the Company all costs and expenses including storage any redelivery and insurance charges arising from its failure

8 - CLAIMS NOTIFICATION
8.1 Any claim that any Goods have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within [7] days of their delivery.

8.2 Any alleged defect shall be notified by the Customer to the Company within 7 days of delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within 7 days of the defect coming to the Customer's attention and in any event in the following periodsfor Goods not manufactured by the Company the warranty period given by the manufacturer.

8.3 Any claim must be notified in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods

8.4 The Company shall be given reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company promptly return any Goods the subject of any claim and any packing materials securely packed and carriage paid to the Company for examination.

8.5 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

9 - SCOPE OF CONTRACT
9.1 Under no circumstances shall the Company have any liability of whatever kind for:

9.2 any defects resulting from wear and tear accident improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer.

9.3 any Goods, which have been adjusted, modified or repaired except by the Company or in accordance with the manufacturers recommendations;

9.4 the suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;

9.5 any descriptions illustrations specifications figures as to performance drawings and particulars of weights and dimensions submitted by the Company contained in the Company's catalogues price lists or elsewhere since they are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations;

9.6 any technical information recommendations statement or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or

9.7 any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods and the substituted materials or components are of a quality equal or superior to those originally specified.

10 - EXTENT OF LIABILITY
10.1 The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:

• for death or personal injury resulting from the Company's negligence; and
• as expressly stated in these conditions

10.2 If the Company establishes that any Goods have not been delivered have been delivered damaged or do not comply with their description the Company shall at its option replace with similar goods any Goods which are missing lost or damaged or do not comply with their description, allow the Customer credit for their invoice or repair any damaged Goods.

10.3 If the Customer establishes that any Goods are defective the Company shall at its option replace with similar goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company's manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.

10.4 The delivery of any repaired or replacement Goods shall be at the Company's premises or other delivery point specified for the original Goods.

10.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.

10.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been done to the Goods by any person except the Company.

10.7 The Company shall not be liable where any Goods the Price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by the Company at the prices ruling at the date of dispatch.

10.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods.

11 - GENERAL
11.1 The Customer shall not assign or dispose of this Contract in whole or in part nor part with any interest in it nor delegate any rights conferred by it.

11.2 The Company shall have a lien on all Customer's property in the Company's possession for all amounts due at any time from the Customer and may use, sell, or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days notice in writing to the Customer.

11.3 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.

11.4 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims expenses and liabilities of any nature in connection with them including any claim whether actual or alleged, that the design or specification infringes the rights of any third party.

11.5 Except for any which is expressly agreed to be included in the Goods all materials drawings specifications and other data provided by the Company shall remain its property and all technical information whether or not able to be patented, copyright and registered designs arising from the execution of any orders shall become the property of the Company.

12 - CONFIDENTIAL INFORMATION
The Customer shall not at any time whether before or after the termination of this Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company' affairs or business or method of carrying on business.

13 - CANCELLATION
13.1 Subject to clause 13.3 below, orders for Goods which have to be made or supplied especially for the Customer will be charged in full unless written notice of cancellation is received not later than [7] days before the expected delivery date quoted in the Company's order acknowledgement and manufacture of them or any components for them has not commenced at the date of that notice.

13.2 Orders for stock items may be cancelled by written notice at any time before the Goods are allocated to the Contract but if a cancellation notice is received after the Goods have been allocated to the Contract then the Customer will be liable to pay the Company a cancellation fee of 10 per cent of the value of the order or the sum of £25, whichever is the greater.

13.3 In the event that the Company agrees with the Customer to accept the return of Goods ordered by the Customer where there are no claims or complaints regarding the Goods then the Customer shall be liable to pay the Company a handling charge of 10 per cent of the value of the order or the sum of £25 whichever is the greater.

14 - FORCE MAJEURE
The Company shall not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside its control.

15 - LAW AND JURISDICTION
This Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English Courts in all matters regarding it.

16 - NOTICES
16.1 Any notice given under this Contract shall be in writing and served personally; by registered or recorded delivery mail; by telex of facsimile transmission; or by any other means which any party specifies by notice to the other.

16.2 Each party's address for the service of notice shall be its address as specified in the order or acknowledgement form or such other address as that party specifies by notice to the other.

16.3 A notice shall be deemed to be served:A notice shall be deemed to be served:

• if served in person, at the time of service;
• if served by post, 48 hours after it was posted; and
• if served by telex or facsimile transmission, at the time of transmission.