Terms and Conditions

Company Terms and Conditions
1. In these Conditions of Sale:
“The Company” means Adapt-Mobile Ltd “the Buyer” means the person, firm or company ordering
or buying the Goods from the Company;
“The Goods” means the goods the subject matter of the relevant order or contract for sale.
2. (a) Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be
deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
(b) No contract in respect of the Goods between the Company and the Buyer shall exist until the
Buyer’s order has been accepted by the Company. The Company may accept the Buyer’s order by
formal order acknowledgement or by dispatch of the Goods to the Buyer (whichever is earlier).
(c)The Buyer shall be solely responsible for the accuracy of the Buyer’s orders.
(d)The Buyer can only cancel an order (or any part of an order) which the Company has already
accepted, with the Company’s prior agreement in writing.
(e) The contract between the Company and the Buyer for the sale and purchase of Goods shall be on
these conditions to the exclusion of all other terms and conditions (including any terms or conditions
which the Buyer purports to apply under any purchase order, confirmation of order, specification or
other document).
(f)No conditions or terms stipulated in any other communication or document shall vary
any of those conditions except insofar as the same are expressly consented to in writing by the
Company.
PRICE AND DESCRIPTION
3. Quoted prices include the cost of normal packaging but exclude delivery, transit insurance, (which
are charged at extra cost), V.A.T. and installation charges (where applicable), unless specified by the
Company in writing. Any work carried out additional to that specified in the relevant quotation or
order, whether experimentally or otherwise, shall be charged.
4. The prices for the Goods shall be those ruling at the date of dispatch and the Company reserves
the right to amend its quoted prices at any time prior to the date of dispatch.
5.Prices quoted are current trade prices. Prices of imported goods are subject to variances in
exchange rates, and in consequence prices will be those holding at the time of delivery. Please
telephone us should you wish to confirm current price.
6.The Company reserves the right to vary the specification of any item, withdraw, modify or amend
any item without prior notice. Any such variation, withdrawal, modification or amendment shall not
affect any order that has already been accepted by the Company, save that the Company reserves
the right to make any changes in the specification of the Goods which are required to conform with
any applicable statutory requirements.
DESPATCH AND PAYMENT
7. (a) Unless otherwise specified the price quoted is packed ex our warehouse. An extra charge will
be levied to cover delivery and insurance costs. A charge maybe made to cover any extra costs
involved for delivery to a different address.
(b) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other
additional costs involved.
(c) Should work be suspended at the request of or delayed through any default of the Buyer for a
period of 30 days the Company shall then be entitled to payment for work already carried out,
materials specially ordered and other additional costs including storage.
(d)The Company may deliver the Goods by separate instalments. 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.
8.If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for
delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided
appropriate instructions, documents, licenses or authorizations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s
negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all
related costs and expenses (including, without limitation, storage and insurance).
CREDIT POLICY AND PAYMENT INFORMATION
9. (a) Accounts usually take 7 days to set up, but this period can be reduced if this is specifically
requested. Our Credit Controllers will be pleased to assist with any problems related to credit. We
are pleased to offer credit terms to qualified parties after having traded without any late payment
for a period of 3-6 months, and according to our third party customer credit check.
(b)Our credit terms, where applicable, are 8 days net from date of invoice. Invoices are sent out after
goods are shipped and it is the customers responsibility to make sure that the invoice is paid within
the 8 day period allowed. Customers that pay within the 8 day period will receive 1% discounts on
their invoice amounts.
(c)Accounts with overdue balances will be placed on credit hold. This means that no further Goods
will be shipped and all support and repair/warranty services withdrawn until the account is brought
into order. Repeated failure to keep to our credit terms will result in the permanent loss of credit
facility.
(d)Payment may also be made by Paypal or by wire transfer after receiving a Proforma Invoice from
the Company. It is the customers responsibility to ensure that the company is notified of payments
made for Proforma Invoices or Paypal payments. Once cleared funds have been received by the
company then all goods in stock will be shipped.
(e)If the Buyer fails to pay the Company any sum due pursuant to the contract, the Buyer shall be
liable to pay interest to the Company on such sum from the due date for payment at the annual rate
of 2% 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.
(f)The Buyer shall make all payments due under the contract in full without any deduction whether
by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court
order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
RETENTION OF TITLE
10. The Company and the Buyer expressly agree that until the Company has been paid in full for the
Goods comprised in this or any other sales contract between them and all outstanding amounts due
to the Company from the Buyer or any associated or subsidiary or holding company of the Buyer or
from any director or shareholder of the Buyer or any other such company:
(a) The Goods shall remain the property of the Company, and the Buyer, as bailee of them for the
Company, will store the same for the Company in a proper manner without charge and in such a way
that the goods are clearly identified as being the property of the Company, notwithstanding that the
risk therein shall pass to the Buyer as provided herein;
(b) At any time the Company may recover from the Buyer the Goods remaining in the Buyer’s
possession, and may repossess and resell the Goods if the Buyer’s right to possession of the Goods
has terminated under paragraph (f) below or if any sum due to the Company as referred to at the
beginning of this clause is not paid when due, and for the purposes thereof may enter upon any
premises of or occupied by the Buyer or any third party (with the consent of that third party);
(c) The Company shall be entitled to recover payment for the Goods notwithstanding that ownership
of any of the Goods has not passed from the Company;
(d) The Buyer has the right to dispose of the Goods in the course of its business for the account of
the Company and to pass good title to the Goods to their customers being bona fide purchasers for
value without notice of the Company’s rights;
(e) In the event of such disposition the Buyer or its Director(s) (if a Limited Company) has the
fiduciary duty to account to the Company for proceeds thereof but may retain therefrom an excess
of such proceeds over the amount outstanding to the Company under this or any other sales
contract between them and for all outstanding amounts due to the Company from the Buyer or any
associated or subsidiary or holding company of the Buyer or from any director or shareholder of the
Buyer or any other such company.
(f)The Buyer’s right to possession of the Goods shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against him or makes an arrangement or composition
with his creditors, or otherwise takes the benefit of any statutory provision for the time being in
force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors
(whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a
receiver and/or manager, administrator or administrative receiver appointed of its undertaking or
any part thereof, or documents are filed with the court for the appointment of an administrator of
the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or
by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency
Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the
Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Buyer; or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its
property or obtained against him/it, or fails to observe or perform any of his/its obligations under
the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts
within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(iii) the Buyer encumbers or in any way charges any of the Goods. 11. Notwithstanding the preceding
condition, all risk in respect of the Goods shall be assumed by the Buyer
upon delivery of the same to him.
Buyer’s PROPERTY
12. (a) The Buyer’s property supplied to the Company by or on behalf of the Buyer shall, while it is in
possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk
and the Buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer’s
property left with the Company before receipt of the order or after notification to the Buyer of
completion of the work.
SHORTAGES, OR DAMAGE IN TRANSIT
13. (a)The Buyer shall examine the Goods immediately they are delivered to him. The Company shall
have no liability in respect of claims in respect of shortages or picking errors or damage in transit
unless the Buyer notifies the Company by calling +31 2435 73950 followed by written notice within 5
working days after delivery. In any event, the Buyer shall have no liability in respect of claims in
respect of shortages or damages in transit if the Buyer or its representative has signed for the Goods
as being received in good condition.
(b) Any liability of the Company for shortages or picking errors or damage in transit shall be limited
to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a
credit note at the pro rata Contract rate against any invoice raised for such Goods. The Buyer shall
return to the Company, promptly upon request, and in accordance with the Company’s returns
policy set out in condition 18, any Goods that have been incorrectly delivered.
INCOTERMS
14.The definition of Incoterms (such as FOB, CIF and DDP) will be
interpreted in accordance with the International Chamber Of Commerce
Edition, Year 2000, as amended thereafter from time to time
NON-DELIVERY
15(a).The Company shall not be liable for any non-delivery of Goods (even if caused by the
Company’s negligence) unless the Buyer notifies the Company’s Customer Services department by
telephone on +44(0)2079562119, followed by written notice to the Company of the non-delivery
within 5 working days of the date when the Goods would in the ordinary course of events have been
received.
(b) Any liability of the Company 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.
LATE DELIVERY
16. Whilst the Company will use its best endeavours to deliver the Goods in accordance with the
Buyer’s requirements, the Company will not be liable for any consequences of late delivery
howsoever caused.
LIABILITY FOR DEFECTIVE PRODUCTS
17.The Company’s liability (in contract, tort (including negligence), misrepresentation or otherwise)
in respect of defects in the Goods shall be limited to the replacement or repair of faulty items or
material, or the issue of credit notes in respect thereof, or the granting of a refund or other such
compensatory measures as the Company at its discretion considers appropriate in the
circumstances, and shall be conditional upon the Buyer complying with the conditions of the
manufacturer’s warranty (where applicable). Such measures shall relate only to the actual faulty
items or their value.
18. The Company shall not in any circumstances be under any liability to the Buyer in respect of any
pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case
whether direct, indirect or consequential, or any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with any contract between the Company
and the Buyer for the sale and purchase of Goods, PROVIDED that these conditions do not exclude
or restrict the Company’s liability for fraudulent misrepresentation or for death or personal injury
arising from its negligence.
RETURN OF GOODS
19.(a) A Returns Authorisation (RMA) Number must first be obtained from our Customer Service
department either by telephone, or email.
(b)The Company will not accept any returns unless they are notified to the Company within 14 days
of the date of delivery and returned within 14 days of the date of issue of the Returns Authorisation
Number. The notification shall include the reason for the return, eg whether the Goods are defective
or have been wrongly picked. The Buyer has no right to return Goods which have been delivered in
accordance with the contract.
(c) THE RMA NUMBER MUST BE WRITTEN ON A LABEL ATTACHED TO THE PACKAGING. ANY GOODS
NOT MEETING THESE CRITERIA MAY, AT OUR DISCRETION, BE REFUSED AND RETURNED TO THE
BUYER AND/OR A HANDLING CHARGE (EQUAL TO A MINIMUM OF 15% OF THE ORDER VALUE OF
THE GOODS INVOLVED) WILL BE LEVIED TO THE Buyer’s ACCOUNT TO COVER THE ADDITIONAL
COSTS INVOLVED (SUCH AS, WITHOUT LIMITATION, REPACKAGING COSTS AND/OR THE CARRIAGE
AND ASSOCIATED COSTS OF RETURNING THE GOODS TO THE BUYER). IN ADDITION, THE BUYER WILL
BE CHARGED FOR ANY DAMAGE CAUSED TO THE GOODS WHILST THEY WERE IN THE Buyer’s
CUSTODY OR CONTROL.
(d) Company will provide the buyer with complete replacement of goods, without RMA number if
the value of a faulty product is below the invoiced amount of GBP10.00 per item.
(e) Company will replace 100% of all goods of a delivery if over 10% of the goods delivered are found
to be faulty.
(f) If, upon examination by the Company the returned Goods are found not to be defective, the
Company reserves the right to return the Goods to the Buyer and to charge the Buyer a handling fee
equal to a minimum of 15% of the order value of the relevant Goods.IN ADDITION, THE BUYER SHALL
BE DEEMED TO HAVE PURCHASED THE REPLACEMENT GOODS ON THESE TERMS AND CONDITIONS
AND THE COMPANY SHALL BE ENTITLED TO INVOICE THE BUYER FOR THE REPLACEMENT GOODS.
20. The Company shall not be responsible for the loss in transit of any Goods where the Buyer makes
its own arrangements to return the Goods to us.
21.All warranties, conditions and other terms implied by statute or common law are, to the fullest
extent permitted by law, excluded from the contract between the Company and the Buyer for the
sale and purchase of Goods.
EXPORT CONTROL
22. The Buyer shall not resell outside their local market (as agreed with the company sales
representative) any of the Products covered by the Export of Goods (Control) Order 1987 (or any reenactment
thereof) or the Export Administration Act 1979 (as amended) of the USA (or any reenactment
thereof) without obtaining all necessary licences thereunder and will not resell such
goods within their local market to a purchaser knowing (or being given reasonable grounds to
suspect by the purchaser) that the purchaser intends to export such goods without first obtaining
either such licences or a copy of such licences obtained by the purchaser.
FORCE MAJEURE
23. The Company reserves the right to cancel, vary or suspend the operation of a contract of sale if
events occur which are in the nature of force majeure including (without prejudice to the generality
of the foregoing) fire, floods, storm, explosion, epidemic, plant breakdown, strikes, lockouts, riot,
hostilities, governmental actions, war or national emergency, acts of terrorism, protests, nonavailability
of materials or supplies or any other event outside the reasonable control of the
Company; and the Company shall not be held liable for any breach of contract resulting from such an
event.
THE COMPANY’sS REMEDIES
24. The Company may withhold or cancel further or any deliveries under the contract of sale and
may recover all losses resulting therefrom if the Buyer:
(a) fails to make payment on the due date under any contract with the Company, or
(b) suffers any of the circumstances set out in condition 10 (f), or
(c) is in breach of any of the terms and conditions contained herein (notwithstanding that on a
former occasion or occasions it has waived its rights).
The exercise of rights under this condition 23 shall be without prejudice to the Company’s other
rights or remedies.
GENERAL
25.If any provision of the Contract is found by any court or body of competent jurisdiction to be
wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable that part of the
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.
THIRD PARTY RIGHTS
26.The Company and the Buyer do not intend that any term of the contract between us shall be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a
party to it.
LAW
27. The contract between the Company and the Buyer to which these terms and conditions apply
shall be governed by the laws of England and the parties agree to submit to the non-exclusive
jurisdiction of the English Courts. If the matter cannot be resolved first by an appointed arbitrator
that is equally chosen by both parties.