Adkwik Limited terms and conditions
The customer’s attention is drawn in particular to the limitation of liability provisions of clause 8.
1.Interpretation
In these conditions:
a.“Adkwik” means Adkwik Limited (company number 11291022) or any subsidiary company or agent authorised by them and ‘the Customer’ means the persons firm or company purchasing of doing business with the
company.
b.“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
c.“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.
d.“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
e. “The Customer” means the person or firm who purchases the Goods from Adkwik.
f. “Delivery Location” has the meaning given in clause 6.a.
g.“The Goods” means all products supplied by Adkwik to the Customer by means of sale or similar and whether the property of Adkwik or distributed by Adkwik as agents for another.
h.“Order” means the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of Adkwik’s quotation, the confirmation of an order via telephone, or overleaf, or as
the case may be incorporating these terms and conditions to form the “Contract”.
i.“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
2.Basis of Contract
a. Subject to clause 2.d, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
b. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and Adkwik’s product range. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
c.When you place an order to purchase a product from adkwik.co.uk, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to purchase a product in accordance with these conditions. Your order is accepted by us only when we send e-mail confirmation to you that we’ve dispatched that product to you (the “Order Completed E-mail”). That acceptance will be complete at the time we send the Order Completed E-mail to you. Any products on the same order which we have not confirmed in an Order Completed E-mail to have been dispatched do not form part of that contract.
d.If these terms and conditions conflict with a specific hire agreement between the Customer and Adkwik, the terms of the hire agreement shall prevail.
3.General
a.Adkwik has the complete discretion to refuse any order made on the basis of Adkwik’s quotations within 60 days of such order being placed and acknowledged by Adkwik after which period the quotation is invalid. A quotation for the Goods given by Adkwik shall not constitute an offer.
b.If there is any fault with the Goods supplied by Adkwik then the Customer must inform Adkwik immediately upon initial inspection upon delivery of such goods. Subject to clause 9 (Warranty) Adkwik shall not be liable to return/refund/repair any goods supplied once delivery has been signed for and accepted.
c.The Customer must notify Adkwik immediately of any defect with the Goods. Adkwik shall review such product and its decision shall be made in a reasonable period and shall be final. Adkwik shall not be liable for any costs incurred by the Customer as a result of the customer’s allegation of defective goods.
d.Any samples, drawings, descriptive matter or advertising produced by Adkwik and any descriptions or illustrations contained in Adkwik’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
e.The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4.Credit & Guarantee
a.Credit will only be issued on returns if the delivery number is quoted and at the complete discretion of Adkwik.
b.Where credit is given by Adkwik to the Customer and such Customer is a Limited Company or Partnership, the Director or Partner, upon placing the order for goods which are subject to these Terms & Conditions, hereby
gives a personal guarantee for all the Directors or Partners for the amount of the outstanding debt in respect of the credit given for goods delivered.
c.The Directors guarantee shall not be invalidated by any such forbearance or extension as Adkwik may in is absolute discretion afford to the Customer.
5.Prices
a.Printed price lists are subject to alteration without notice and at the complete discretion of Adkwik. It is the Customer’s responsibility to ensure they are aware of current price listings for goods provided.
b.The price of the Goods shall be the price agreed between the parties, or, if no price is agreed, the net selling prices as printed on Adkwik’s price list in force on the date of dispatch.
c.The price of the Goods:
i.includes VAT if specified, which the Customer shall additionally be liable to pay to Adkwik at the prevailing rate, subject to the receipt of a valid VAT invoice; and
ii.excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
d.Adkwik may invoice the Customer for the Goods on or at any time after the completion of delivery.
5.1 Offer to Purchase
When you place an order to purchase a product from adkwik.co.uk, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to purchase a product which is accepted by us when we send e-mail confirmation to you that we’ve dispatched that product to you (the “Order Completed E-mail”). That acceptance will be complete at the time we send the Order Complete E-mail to you. Any products on the same order which we have not confirmed in an Order Completed E-mail to have been dispatched do not form part of that contract.
6.Delivery & Retention of Title
a.Adkwik shall deliver the Goods to the address specified by the Customer on the order form placed with Adkwik (the “Delivery Location”) at the Customer’s cost.
b.Adkwik reserves the right to withhold delivery where the address supplied is not clear and shall not be held liable for any costs/loses/expenses incurred by the Customer as a result thereof. Adkwik shall not be liable for inaccurate communication of the Customer’s address for delivery and the Customer shall be held liable for any costs Adkwik incurs as a result of such miscommunication.
c.All goods supplied remain the property of Adkwik; title to the Goods remains with Adkwik until the Customer has paid in full for the Goods and receipt of payment is acknowledged by Adkwik. The Goods supplied shall be at
the risk of the Customer from their delivery at the location specified by the Customer for delivery in the Order.
d.Adkwik shall deliver the Goods to the Delivery Location at any time after Adkwik notifies the Customer that the Goods are ready.
e.Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
f.Adkwik shall use reasonable endeavours to deliver items in stock by the date set out in the delivery confirmation in respect of that order, but such timed deliveries/arrival time estimates are provided as a guide/target only,
unless Adkwik expressly agrees in writing to be bound by a delivery date as being of the essence of any contract under these Terms.
g.Delivery shall be made during normal working hours (excluding local and national holidays). If the Customer requires delivery to be made outside such times, an additional charge may be payable.
h.The Customer must inform Adkwik upon placing an order who shall have the authority to sign for acceptance of delivery of the Goods; such person must be specifically named; Adkwik’s courier service shall not facilitate
delivery to any other party other than that specified by the Customer and communicated to Adkwik. If the Customer wishes the designated signatory to be different from that which is specified upon placing the order, the
Customer must notify Adkwik at least 24 hours prior to the agreed delivery date. If the Customer does not assign a set signatory for the Goods, then it is at the Customer’s own risk as to acceptance of delivery and Adkwik shall
not be held liable for any loses suffered as a result thereof by the Customer.
i.Adkwik shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by the Customer’s failure to provide Adkwik with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
j.Title to the Goods shall not pass to the Customer until Adkwik receives payment in full (in cash or cleared funds) for the Goods and any other goods that Adkwik has supplied to the Customer.
k.Until title to the Goods has passed to the Customer, the Customer shall:
i.store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Adkwik’s property;
ii.not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
iii.maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
iv.notify Adkwik immediately if it becomes subject to any of the events listed in clause 11.a; and
v.give Adkwik such information as Adkwik may reasonably require from time to time relating to:
1.the Goods; and
2.the ongoing financial position of the Customer.
l.At any time before title to the Goods passes to the Customer, Adkwik may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the
Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.Payment
a.Invoices subject to net monthly terms are to be paid in full and in cleared funds to a bank account nominated by Adkwik promptly by the 28th of the month following the invoice date or earlier if required by Adkwik or on such other terms mutually agreed between Adkwik and the Customer which are clearly stated on the face of invoice, agreed in writing between the parties or by a subsequent updating invoice.
b.If the Customer fails to make a payment due to Adkwik under the Contract by the due date the Customer shall pay daily interest on the outstanding balance at a rate of 3% above the base rate of the Bank of England from the date of the unpaid invoice until the date that payment is received in full, and receipted thereof.
c.Directors/Customers guarantee. The named director or Customer makes a legally binding guarantee on accepting these conditions of sale on the Customer’s premises which are clearly stated on all delivery notes or in- voices, to make all payments to the agreed payment terms as set out in these terms and conditions. If payment is received later than the terms agreed between Adkwik and the Customer for any three consecutive payments, Adkwik reserves the right to automatically withdraw any credit agreement and implement payment for all purchases by pro-forma invoice.
d.All costs, charges and expenses incurred by Adkwik in recovering any debt shall be paid by the Customer; including a reasonable amount to fully compensate the time spent by Adkwik in respect thereof.
e.All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.Limitation of liability
a.References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
b.Subject to clause 8.d, Adkwik’s total liability to the Customer shall not exceed the price paid by the Purchaser to Adkwik for the Goods which are the subject of such a claim.
c.Subject to clause 8.d, the following types of loss are wholly excluded:
i.loss of profits;
ii.loss of sales or business;
iii.loss of agreements or contracts;
iv.loss of anticipated savings;
v.loss of use or corruption of software, data or information;
vi.loss of or damage to goodwill; and
vii.loss incurred by the Customer as a result of Adkwik’s refusal to accept an order;
viii.indirect or consequential loss.
9. Warranty
a. Adkwik warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
i. conform in all material respects with their description and any applicable Specification; and
ii. be free from material defects in design, material and workmanship; save where they are manufactured in accordance with a Specification.
b. Subject to clauses 9.c and 9.f, if:
i. the Customer gives notice in writing to Adkwik during the Warranty Period within two weeks of discovery that some or all of the Goods do not comply with the warranty set out in clause 9.a;
ii. Adkwik is given a reasonable opportunity of examining such Goods; and
iii. the Customer (if asked to do so by Adkwik) returns such Goods to Adkwik’s place of business at the Customer’s cost, Adkwik shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
c. Adkwik shall not be liable for the Goods’ failure to comply with the warranty set out in clause 9.a if:
i. the Customer makes any further use of such Goods after giving notice in accordance with clause 9.b;
ii. the defect arises because the Customer failed to follow Adkwik’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
iii. in respect of perishable or single use Goods, they have been used and the failure to comply does not relate exclusively to their use;
iv. the defect arises as a result of Adkwik following any drawing, design or specification supplied by the Customer;
v. the Customer alters or repairs such Goods without the written consent of Adkwik;
vi. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
vii. the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
d. Insofar as the Goods comprises or contains equipment or components which were not manufactured or produced by Adkwik, the Customer shall be entitled only to such warranty or other benefit as Adkwik has received
from the manufacturer.
e. Except as provided in this clause 9, Adkwik shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.a.
f. Where Goods have been manufactured to Specification the Customer shall not be permitted to return the Goods or receive a refund in respect of the Goods. Notwithstanding the foregoing, where Adkwik is notified within
two weeks of delivery that the Goods manufactured to Specification are defective and, upon Adkwik’s inspection it is revealed that the Goods are actually defective, Adkwik shall make reasonable efforts to bring the Goods
supplied reasonably in line with the Specification.
10. Returns and collection
a. For all returns of goods pursuant to these terms and conditions however arising, Adkwik shall be permitted at its sole discretion to charge a returns and restocking fee of an amount up to 50% of the price of the Goods
(including VAT). Such amount may be deducted from any amount to be otherwise refunded to the Customer in respect of the Goods.
b. Where Goods are hired, the Customer and Adkwik shall agree whether the Customer shall itself return physical possession of the Goods to Adkwik or Adkwik shall collect the Goods at the permitted location, subject to the
Hirer reasonably facilitating its collection and subject to the Hirer paying for the collection.
c. In the absence of agreement as to the method of return within ten Business Days of the end of the relevant hire period, the Customer shall make the Goods reasonably available for collection by Adkwik at the permitted
location at the Customer’s cost.
11. Termination
a. Without limiting its other rights or remedies, Adkwik may terminate this Contract with immediate effect by giving written notice to the Customer if:
i. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
ii. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a
moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
iii. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
iv. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
b. Without limiting its other rights or remedies, Adkwik may suspend provision of the Goods under the Contract or any other contract between the Customer and Adkwik if the Customer becomes subject to any of the events
listed in clause 11.a.ii to 11.a.iv or Adkwik reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
c. Without limiting its other rights or remedies, Adkwik may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due
date for payment.
d. On termination of the Contract for any reason the Customer shall immediately pay to Adkwik all of Adkwik’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been
submitted, Adkwik shall submit an invoice, which shall be payable by the Customer immediately on receipt.
e. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which
existed at or before the date of termination.
f. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12. Credit Checking.
Adkwik reserves the right to liaise with credit reference and other agencies with regard to your status and submit information accordingly and in line with relevant legislation.
13. Bankruptcy, Liquidation or Administration
a. Should the Customer or Customer’s company enter into a liquidation or administrative state, The Customer, liquidator or Administrator has no authority or right at any time to use, pass on, sell (including by auction), or
dispose to any other party all goods that the Customer or Customers company has obtained from Adkwik without payment. All such actions will be regarded as unlawful and may be subject to prosecution.
b. The Customer, Administrator or Liquidator will be obligated to contact Adkwik immediately and will be liable for the safekeeping and security of all goods owned by Adkwik as from the date and time of liquidation or administration.
14. Special/Non-Standard Orders
a. Adkwik reserves the right to request payment in advance before supplying any special/non-standard order goods or manufactured items. Such request shall be made by Adkwik within a reasonable period from receipt of
the order being placed.
b. It is the responsibility of the Customer to pass on all details or dimensions accurately in respect of such Special/Non-standard orders and Adkwik shall base the order’s design explicitly on these details or dimensions where
possible. Adkwik shall not accept any liability under any circumstances for any variation or inaccuracy in the final design of the Special/Non-standard order, following acknowledgment of the placement of such order. Adkwik
reserves the right to demand a written confirmation from the Customer before effecting manufacture or delivery of any item.
c. Adkwik shall not entertain any alterations/updates thereon unless so agreed at the complete discretion of Adkwik in writing prior to the product being manufactured
d. Any verbal instruction given by the Customer for a special order will be taken and deemed to be legally binding.
15. Indemnity
a. Adkwik shall not be responsible for any consequential loss of any description incurred by the Customer as a result of any failure or fault in the Goods or for any damages or personal injuries or other losses, howsoever caused
directly or indirectly by the Goods.
b. It is the responsibility of the Customer to carry out trials to ensure any of the Goods supplied by Adkwik are suitable for the purpose for which the Customer intends and satisfies their requirements. All recommendations are
therefore made without guarantee.
c. Adkwik shall pass onto the Customer the benefit of any guarantees or warranties provided by the manufacturers of the goods and any rights vested in Adkwik under such guarantees or warranties are hereby assigned to the
Customer but without prejudice to the previous sub-clause.
16. Representations
No statement, description, warranty condition or recommendation contained in any catalogue, price list, advertisement, website, communication or made verbally by any agent of Adkwik shall be construed to enlarge, vary or
override in any way any of these Terms & Conditions.
17. Additional Costs
The Customer agrees to pay for any loss or extra cost incurred by Adkwik through the Customer’s instructions or lack of instructions or through failure or delay in taking delivery through any acts or default on the part of the
Customer, its servants, agents or bodies put out to represent the Customer.
18. Force Majeure
Adkwik shall be entitled to delay or cancel the delivery or reduce the quantity of the Goods delivered and shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations
if it is prevented from or hindered in or delayed in production, obtaining or delivering the Goods by normal routes or means of delivery through an event, circumstance or cause beyond its control including but not limited to
strikes, lock outs, accidents, war, fire, reduction in or availability of power at Adkwik’s premises or breakdown of equipment or communication links or unavailability of resources. The time for performance of such obligations
shall be extended accordingly.
19. General
Assignment and other dealings.
a. Adkwik may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
b. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Adkwik.
Entire agreement.
a. Subject to clause 2.d, the Contract constitutes the entire agreement between the parties.
b. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party
agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver.
a. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the
Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices.
a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a
company) or its principal place of business (in any other case).
b. Any notice shall be deemed to have been received:
i. if delivered by hand, at the time the notice is left at the proper address;
ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
c. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract
or its subject matter or formation.
