Terms & Conditions

The Buyer’s attention is, in particular, drawn to the provisions of condition 11.4.

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these Conditions.

Adelphi: Adelphi Holdings Limited incorporated and registered in England and Wales with company number

03886680 whose registered office is at Olympus House, Mill Green Road, Haywards Heath, West Sussex,

RH16 1XQ or its subsidiary named in the Order;

Business Day: a day (other than a Saturday or Sunday) on which commercial banks are open for general

business in London;

Buyer: the person, firm or company who purchases the Goods from Adelphi;

Contract: the contract between Adelphi and the Buyer for the sale and purchase of the Goods, comprising

the Order and these Conditions following acceptance of an Order or delivery of Goods pursuant to Condition

2.1;

Delivery Point: the Buyer’s premises or such location as specified in the Contract;

Goods: any goods agreed in the Contract to be supplied to the Buyer by Adelphi (including any part or parts

of them);

Incoterms: the international rules for the interpretation of trade terms published by the International Chamber

of Commerce in 2000; and

Order: the Buyer’s order for Goods, whether in Adelphi’s standard form or otherwise.

1.2 Headings in these Conditions shall not affect their interpretation.

2. Contract and application of terms

2.1 Adelphi is under no obligation to accept any Order and no Order placed by the Buyer shall be deemed to be

accepted by Adelphi until a written or email acceptance of such Order is issued by Adelphi or, if earlier,

Adelphi delivers the Goods to the Buyer, when a Contract is created between the Buyer and Adelphi.

2.2 These Conditions shall:

2.2.1 apply to and be incorporated into the Contract and any additional written terms set out in the Contract shall

take precedence over these Conditions to the extent that there is any inconsistency; and

2.2.2 prevail over any inconsistent terms or conditions supplied by the Buyer, or implied by law or course of

dealing.

2.3 Incoterms shall apply but where they conflict with these Conditions, these Conditions shall prevail.

2.4 Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a

director of Adelphi.

2.5 Adelphi may sub-contract its obligations under the Contract in whole or in part.

3. Description

3.1 The quantity and description of the Goods shall be as set out in Adelphi’s quotation or acknowledgement of

Order.

3.2 Samples, drawings, specifications, advertising and any descriptions or illustrations issued by or contained in

Adelphi’s website pages, catalogues or brochures are for the sole purpose of giving an approximate idea of

the Goods. They shall not form part of the Contract. This is not a sale by sample.

4. Delivery

4.1 Delivery of the Goods shall take place at the Delivery Point. Acceptance of any change to the Delivery Point

requested by the Buyer shall be at Adelphi’s sole discretion and the Buyer shall be liable for any additional

expenses incurred by Adelphi as a result of such change. Adelphi shall arrange for suitable transport to the

Delivery Point.

4.2 Delivery or performance dates in relation to the supply by Adelphi of Goods are approximate only and time is

not of the essence for delivery of the Goods.

4.3 The charges for delivery shall be invoiced with the Goods.

4.4 Subject to the other provisions of these Conditions, any delay of delivery shall not entitle the Buyer to

terminate or rescind the Contract unless such delay exceeds 180 days.

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or

Adelphi is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions,

documents, licences or authorisations:

4.5.1 risk in the Goods (but not title to them) shall pass to the Buyer (including for loss or damage caused by

Adelphi’s negligence);

4.5.2 the Goods shall be deemed to have been delivered; and

4.5.3 Adelphi may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and

expenses (including, without limitation, storage and insurance).

4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and

manual labour for loading and unloading the Goods.

4.7 Adelphi may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid

for in accordance with the provisions of the Contract.

4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating

to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.9 Conditions 4.7 and 4.8 apply notwithstanding the instalments and separate Contracts having the same Order

number.

5. Non-delivery

5.1 The description of any consignment of Goods as recorded by Adelphi on despatch from Adelphi’s place of

business shall be conclusive evidence of the description of Goods received by the Buyer on delivery unless

the Buyer can provide conclusive evidence proving the contrary.

5.2 Adelphi shall not be liable for any non-delivery of Goods (even if caused by Adelphi’s negligence) unless the

Buyer gives written notice to Adelphi of the non-delivery within 3 Business Days of the date when the Goods

would in the ordinary course of events have been received.

5.3 Any liability of Adelphi for non-delivery of the Goods shall be limited to replacing the Goods within a

reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such

Goods.

6. Risk and title

6.1 Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier

appointed to deliver the Goods to the Delivery Point, subject always to Condition 4.5.1.

6.2 Ownership of the Goods shall not pass to the Buyer until Adelphi has received in full (in cash or cleared

funds) payment of all monies owed by the Buyer to Adelphi. Adelphi shall be entitled to recover payment for

the Goods notwithstanding that ownership of any of the Goods has not passed from Adelphi.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

6.3.1 hold the Goods on a fiduciary basis as Adelphi’s bailee;

6.3.2 store the Goods (at no cost to Adelphi) separately from all other goods held by the Buyer in such a way that

the Goods remain readily identifiable as Adelphi’s property;

6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

6.3.4 maintain the Goods in satisfactory condition and keep them insured on Adelphi’s behalf for their full price

against all risks to the reasonable satisfaction of Adelphi and any proceeds of the insurance policy shall be

held on trust for Adelphi in a separate account in the joint names of Adelphi and the Buyer. The Buyer shall

not mix the insurance proceeds with any other money nor pay the proceeds into an overdrawn bank account.

The Buyer shall account to Adelphi for the proceeds accordingly and make good any shortfall in the amount

due to Adelphi. On request, the Buyer shall produce the policy of insurance to Adelphi.

6.4 The Buyer’s right to possession of the Goods shall terminate immediately if:

6.4.1 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Buyer;

6.4.2 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order;

6.4.3 the Buyer goes into liquidation (except for the purposes of amalgamation or reconstruction and in such

manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations

imposed on that other party under the Contract);

6.4.4 the Buyer ceases, or threatens to cease, to carry on business; or

6.4.5 any analogous proceeding, event or action occurs in any jurisdiction.

6.5 Until ownership of the Goods has passed to the Buyer the Buyer grants Adelphi, its agents and employees an

irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to

inspect or recover them.

6.6 On termination of the Contract, howsoever caused, Adelphi’s (but not the Buyer’s) rights contained in this

condition 6 shall remain in effect.

7. Import and export licences

The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to

the Goods as are required from time to time and, if required by Adelphi, the Buyer shall make those licences

and consents available to Adelphi prior to the relevant shipment.

8. Price and payment

8.1 The prices for the Goods shall be as set out in the Contract.

8.2 The minimum value of Goods in respect each Contract between the Buyer and Adelphi shall be £25.

8.3 All amounts of money referred to in these Conditions and in the Contract shall be interpreted as being a

amounts exclusive of all costs or charges in relation to packaging, loading, unloading, carriage, insurance and

value added tax, any similar sales tax or any tax that replaces such sales taxes (all of such additional

amounts the Buyer shall pay when it is due to pay for the Goods). If the Buyer is required under any a

applicable law to withhold or deduct any amount from the payments due to Adelphi, the Buyer shall increase

the sum it pays to Adelphi by the amount necessary to leave Adelphi with an amount equal to the sum it

would have received if no such withholdings or deductions had been made.

8.4 Except as otherwise agreed by the parties in writing, Adelphi shall invoice the Buyer and the Buyer shall pay

all such invoices within 28 calendar days of the date of the invoice notwithstanding that delivery may not have

taken place and that property in the Goods may not have passed to the Buyer.

8.5 The time for payment shall be of the essence and no payment shall be deemed to have been made until

Adelphi has received payment in cleared funds.

8.6 If the Buyer does not make payment on or before the date on which it is due, interest shall be payable on the

overdue amount at the rate which is 4% above the Bank of England base rate from time to time accruing on a

daily basis until payment is made, whether before or after any judgment.

8.7 The Buyer shall make all payments due under the Contract without any deduction by way of set-off,

counterclaim, discount or otherwise.

9. Cancellation

The Buyer shall be liable to pay a cancellation fee to Adelphi equal to 50% of the total price payable for the Goods if it

cancels the Contract within 10 Business Days of creation. The Buyer shall be liable to pay a cancellation fee to Adelphi

equal to the full amount of the price payable for the Goods if it cancels the Contract more than 10 Business Days after

creation.

10. Quality Warrenty

10.1 Where Adelphi is not the manufacturer of the Goods, Adelphi shall endeavour to transfer to the Buyer the benefit of any

warranty or guarantee given to Adelphi.

10.2 Adelphi warrants that (subject to the other provisions of these Conditions) on delivery, and for a period of 12 months

from the date of delivery, the Goods shall:

10.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

10.2.2 be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that

purpose to Adelphi in writing and Adelphi has confirmed in writing that such purpose is reasonable.

10.3 Adelphi shall not be liable for a breach of the warranties in condition 10.2 unless:

10.3.1 the Buyer gives written notice of the defect to Adelphi within 5 Business Days of the time when the Buyer discovers or

ought to have discovered the defect; and

10.3.2 Adelphi is given a reasonable opportunity after receiving the Buyer’s notice of defect, to examining such Goods and the

Buyer (if asked to do so by Adelphi) returns such Goods to Adelphi’s place of business at the Buyer’s cost for Adelphi’s

examination.

10.4 Adelphi shall not be liable for a breach of the warranties in condition 10.2 if:

10.4.1 the Buyer makes any further use of such Goods after giving notice of a defect;

10.4.2 the defect arises because the Buyer failed to follow Adelphi’s oral or written instructions as to the storage, installation,

commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

10.4.3 the Buyer alters or repairs such Goods without the written consent of Adelphi.

10.5 Subject to conditions 10.3 and 10.4, if any of the Goods do not conform with the warranties in condition 10.2 Adelphi

shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata

Contract rate provided that, if Adelphi so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part

of such Goods which is defective to Adelphi.

10.6 If Adelphi complies with condition 10.5 it shall have no further liability for a breach of the warranties in condition 10.2

in respect of such Goods.

10.7 Any Goods replaced shall belong to Adelphi and any repaired or replacement Goods shall be guaranteed on these

Conditions for the unexpired portion of the 12 month period.

11. Limitation of liability

11.1 Subject to conditions 4, 5 and 10, the following provisions set out the entire financial liability of Adelphi (including any

liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

11.1.1 any breach of these Conditions, including any deliberate breach of these Conditions by a party, or its employees, agents

or subcontractors;

11.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3 any representation, statement or tortious act or omission arising under or in connection with the Contract.

11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section

12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these Conditions excludes or limits the liability of Adelphi:

11.3.1 for death or personal injury caused by Adelphi’s negligence; or

11.3.2 for any matter which it would be illegal for Adelphi to exclude or attempt to exclude its liability; or

11.3.3 for fraud or fraudulent misrepresentation.

11.4 Subject to condition 11.2 and condition 11.3:

11.4.1 Adelphi’s total liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the

performance or contemplated performance of the Contract shall be limited to the price of the Goods; and

11.4.2 Adelphi shall not be liable to the Buyer for any direct, indirect or consequential loss (all three of which terms include,

without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs,

damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12. Assignment

Adelphi may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to

assign the Contract or any part of it without the prior written consent of Adelphi.

13. Force majeure

Neither party shall be liable to perform its obligations under the Contract (except in respect of the payment of any

charges due under the Contract) in the event of force majeure. Force majeure shall include, without limitation, any

inability on the part of Adelphi to secure labour, material or supplies as a result of any act of God, war, strike, lock-out or

other labour dispute, fire, flood, drought, legislation or order of any public authority or other cause beyond the control of

Adelphi.

14. General

14.1 Each right or remedy of Adelphi under the Contract is without prejudice to any other right or remedy of Adelphi whether

under the Contract or not.

14.2 If any provision or part of a provision of the Contract is found by any court, tribunal or administrative body of competent

jurisdiction to be wholly or partly unenforceable or unreasonable, that provision or part of that provision shall be deemed

severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force

and effect.

14.3 Failure or delay by Adelphi in enforcing or partially enforcing any provision of the Contract shall not be construed as a

waiver of any of its rights under the Contract.

14.4 Any waiver by Adelphi of any breach of, or any default under, any provision of the Contract by the Buyer shall not be

deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts

(Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including

non-contractual disputes or claims) shall be governed by and construed in accordance with the Law of England and

Wales. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to

the Contract.

14.7 Subject to condition 14.8, the parties submit to the exclusive jurisdiction of the courts of England and Wales and agree

that, in respect of proceedings in England and Wales and in any other jurisdiction, process may be served on either of

them in the manner specified for notices in condition 15.

14.8 Nothing in these Conditions shall limit the right of Adelphi to take proceedings against the Buyer in any other court of

competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of

proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other

jurisdiction.

14.9 It is the Buyer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions relating to

the possession, use, import, or export of the Goods. It is the Buyer’s obligation to ensure that no Goods are exported or

imported in violation of the laws of any jurisdiction into or through which the Goods are transported during the course of

reaching the Delivery Point. Where necessary, the Buyer shall inform Adelphi at a reasonable time before delivery of any

documents which it is necessary for Adelphi to provide in order to allow export of the Goods in compliance with the

laws of any relevant jurisdiction.

14.10 For the purposes of these Conditions, a subsidiary is as defined in section 1159 of the Companies Act 2006;

15. Communications

15.1 All communications between the parties about the Contract shall be in writing and in the English language and may be

delivered by hand or sent by pre-paid first-class post or fax or email to the party to be served at that party’s registered

office or last-known trading address.

15.2 Communications shall be deemed to have been received:

15.2.1 if delivered by hand, at the time of delivery unless delivered after 5.00 pm in which case they shall be given on the next

Business Day;

15.2.2 if sent by pre-paid 1st class post or recorded delivery, 9.00 am on the second Business Day after posting;

15.2.3 if sent by airmail, 9.00 am on the 5th Business Day after posting;

15.2.4 if sent by fax, at the time of transmission printed on the transmission confirmation sheet provided that an error free

transmission report has been received by the sender and if the time of transmission is after 5.00 pm on a Business Day

or at any time on a day that is not a Business Day the notice shall be deemed to have been received at 9.00 am on the

next Business Day; or

15.3 if sent by email, at the time the email is sent to the recipient and if the email is sent after 5.00 pm on a Business Day or

at any time on a day that is not a Business Day the notice shall be deemed to have been received at 9.00 am on the next

Business Day.