Terms & Conditions Addex Group Ltd

Applicable to Addex Group Ltd and Addex Urban Ltd

These Conditions are principally intended for sales and supplies to business customers. Where a Buyer is a Consumer, the provisions expressly stated to apply to Consumers shall apply and nothing in these Conditions shall exclude, restrict or adversely affect any statutory Consumer right which cannot lawfully be excluded, restricted or adversely affected.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Conditions:

Business Buyer means a Buyer acting wholly or mainly for purposes relating to its trade, business, craft or profession.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Buyer means the person, firm, company or other entity purchasing Goods and/or Services from the Seller and, where these Conditions apply to Goods supplied on hire, includes the hirer.

Conditions means these Terms and Conditions of Sale and Supply as applicable to the Contract.

Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession.

Contract means the contract between the Seller and the Buyer for the supply of Goods and/or Services in accordance with these Conditions.

Contract Price means the total price payable for the Goods and/or Services under the relevant Contract, excluding VAT.

Delivery Location means the delivery location specified in the Order or otherwise agreed between the parties.

Force Majeure Event has the meaning given in clause 22.

Goods means the goods, equipment, machinery, vehicles, parts, consumables, accessories or other products specified in the Order.

Order means the Buyer's order for Goods and/or Services, whether placed through the Seller's website, by purchase order, email, telephone, acceptance of a quotation or otherwise.

Seller means whichever of Addex Group Ltd or Addex Urban Ltd is identified as the supplier on the relevant quotation, order acknowledgement, invoice or other sales documentation.

Services means any installation, commissioning, servicing, repair, maintenance, training or other services expressly agreed to be provided by the Seller.

Specification means any specification for the Goods expressly agreed in writing by the Seller.

1.2 Business and Consumer Buyers

The Seller principally supplies Goods and Services for business use.

Where the Buyer is a Business Buyer, the provisions of these Conditions applicable to Business Buyers shall apply.

If a Buyer is a Consumer, the provisions of these Conditions relating to Consumers shall apply and shall take precedence over any inconsistent provision.

2. BASIS OF CONTRACT

2.1

These Conditions apply to Orders placed:

(a) through the Seller's website;

(b) by telephone or email;

(d) through a trade account;

(e) by purchase order; or

(f) by any other method accepted by the Seller.

2.2

The Buyer's Order constitutes an offer to purchase the Goods and/or Services in accordance with these Conditions.

2.3 Quotations

Unless expressly stated otherwise, a quotation issued by the Seller:

(a) does not constitute an offer capable of acceptance;

(b) applies only to the Goods, Services, quantities and Specification stated in it; and

2.4 Acceptance or refusal of Orders

The Seller may accept or refuse an Order.

Where the Buyer is a Business Buyer, the Seller shall not be liable for loss or damage arising merely from its refusal to accept an Order.

Unless expressly agreed otherwise, a Contract comes into existence when the Seller:

(a) issues a written order acceptance or order confirmation;

(b) dispatches the Goods; or

whichever occurs first.

2.5 Online Orders

An automated acknowledgement confirming receipt of an online Order does not itself constitute acceptance of the Order unless it expressly states that the Order has been accepted.

2.6

The Buyer is responsible for ensuring that its Order and any Specification, measurements, quantities, delivery information or other information supplied by it are complete and accurate.

2.7 Business Buyer's terms

Where the Buyer is a Business Buyer, these Conditions apply to the exclusion of any other terms which the Buyer seeks to impose or incorporate, or which might otherwise be implied by trade, custom, practice or course of dealing.

This includes terms appearing in or referred to in:

(a) purchase orders;

(b) procurement documents;

(d) order acknowledgements; or

(e) other documents issued by the Buyer.

The Seller's acceptance, acknowledgement, fulfilment or invoicing of a purchase order does not constitute acceptance of the Buyer's terms.

2.8 Variation

No variation to a Contract requested by a Business Buyer shall be binding unless expressly agreed in writing by an authorised representative of the Seller.

2.9 Entire agreement – Business Buyers

Where the Buyer is a Business Buyer, the Contract constitutes the entire agreement between the parties relating to the relevant Order.

The Business Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty which is not expressly set out in the Contract.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

2.10 Representations

The Seller's employees and agents are not authorised to make warranties or representations concerning Goods or Services inconsistent with the Seller's written documentation unless confirmed in writing by an authorised representative of the Seller.

2.11 Hire of equipment, machinery or vehicles

Where the Seller supplies Goods, equipment, machinery or vehicles on hire rather than by way of sale, the Seller's separate Hire Terms and Conditions shall apply where those terms have been incorporated into the relevant hire Contract.

If, for any reason, the Seller's separate Hire Terms and Conditions have not been successfully incorporated into a particular hire Contract, these Conditions shall apply to that hire so far as they are relevant and capable of applying to a hire arrangement.

In those circumstances:

(a) title to and ownership of all hired Goods shall remain with the Seller at all times and shall not pass to the Buyer by reason of payment of any hire charge or other amount;

(b) any provision of these Conditions which would otherwise provide for title to pass to the Buyer shall not apply to hired Goods;

(c) risk in hired Goods shall pass to the Buyer when the Goods are delivered or collected and shall remain with the Buyer until they are returned to and accepted by the Seller, subject to any liability which cannot lawfully be imposed on the Buyer;

(d) the Buyer shall take reasonable care of the hired Goods, use them only for their intended purpose and in accordance with applicable instructions and law;

(e) the Buyer shall not sell, dispose of, charge, pledge, sub-hire or otherwise part with possession or control of hired Goods without the Seller's prior written consent;

(f) the Buyer shall keep hired Goods secure and, where appropriate, adequately insured for their full replacement value;

(g) the Buyer shall notify the Seller promptly of any loss, theft, damage, accident, breakdown or material defect affecting hired Goods; and

(h) the Buyer shall return hired Goods to the Seller when the agreed hire period ends or when the Seller is otherwise lawfully entitled to require their return.

This clause is intended as a fallback only and does not replace or limit any separate Hire Terms and Conditions which have been incorporated into the relevant Contract.

3. ONLINE SALES

3.1

Goods displayed on the Seller's website are subject to availability.

Display of Goods, prices or availability does not oblige the Seller to accept an Order.

3.2 Website and pricing errors

The Seller takes reasonable care to ensure that prices, product descriptions and other information are accurate.

If an obvious pricing, stock, description or technical error is identified before an Order has been accepted, the Seller may:

(a) correct the error and invite the Buyer to place or confirm an Order on the corrected basis; or

(b) reject the Order and refund any payment already taken.

3.3

The Buyer is responsible for checking its Order before submission, including the Goods, quantities, delivery address and other information entered.

3.4 Electronic communication

The Seller may provide quotations, acknowledgements, invoices, credit notes and other contractual documents electronically.

3.5 Consumers

Where an online Buyer is a Consumer, the Seller shall provide the information required by applicable consumer law before conclusion of the Contract and shall provide confirmation of the Contract in a durable medium as required by law.

4. GOODS, DESCRIPTIONS AND SPECIFICATIONS

4.1

The Goods shall materially conform to any description or Specification expressly incorporated into the Contract.

4.2

Samples, photographs, drawings, illustrations, weights, capacities, performance figures, dimensions, descriptions, advertising and other information appearing in catalogues, brochures, websites or promotional material are intended to give a general indication of the Goods unless expressly incorporated into the Contract.

4.3

Colours, finishes, dimensions, weights and other physical characteristics may be subject to reasonable manufacturing or commercial tolerances.

4.4

The Seller may make reasonable changes to the Goods or Specification which:

(a) are required by applicable law or regulatory requirements;

(b) reflect technical or product improvements; or

This clause does not permit a material change to Goods ordered by a Consumer without the Consumer's agreement.

4.5 Buyer Specifications – Business Buyers

Where Goods are manufactured, modified, branded or supplied in accordance with a design, drawing, Specification or instruction supplied by a Business Buyer, that Buyer warrants that the Seller's use of it will not infringe any third-party intellectual property right.

The Business Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses, including direct, indirect or consequential losses, loss of profit, loss of reputation, interest, penalties and reasonable legal and professional costs, suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller following the Buyer's design, Specification or instruction.

This clause survives termination of the Contract.

4.6 Suitability – Business Buyers

Unless the Seller expressly gives written advice, confirmation or recommendation concerning a particular application, the Business Buyer is responsible for satisfying itself that the Goods are suitable for:

(a) their intended purpose;

(b) the proposed application;

(d) the method and conditions of storage; and

(e) the intended method of installation and use.

The Business Buyer shall rely upon its own expertise or obtain appropriate professional advice where necessary.

General product information, recommendations or sales discussions do not constitute a guarantee of fitness for a particular purpose unless expressly confirmed in writing by the Seller.

4.7 Goods sold by weight

Where Goods are commercially sold by weight on the basis that a particular weight ordinarily represents an approximate quantity of individual items, the Seller does not warrant that the precise number of individual items will be supplied.

4.8 Manufacturer boxed quantities

Where Goods are supplied in quantities packed or determined by the manufacturer, the Seller does not warrant that the manufacturer's packaged quantity contains the precise stated number of individual items and shall not be responsible to a Business Buyer for reasonable discrepancies outside the Seller's control.

5. MADE-TO-ORDER, BESPOKE AND SPECIAL GOODS

5.1 Business Buyers

Where the Buyer is a Business Buyer, Goods which are:

(a) made to order;

(b) specially manufactured;

(d) modified;

(e) specially procured;

(f) non-stock items; or

(g) manufactured or supplied to the Buyer's Specification,

may not be cancelled or returned once the Seller has committed to their manufacture, purchase or supply unless the Seller expressly agrees otherwise in writing.

5.2

If the Seller agrees to cancellation by a Business Buyer, the Seller may require the Buyer to pay all reasonable costs, expenses and liabilities already incurred or committed to in relation to the Order.

5.3 Consumers

For Consumers, the statutory exception from the right to cancel applies only where the Goods fall within an applicable legal exception, including Goods genuinely made to the Consumer's specifications or clearly personalised.

The fact that Goods are manufactured, assembled or ordered after a Consumer places an Order does not by itself remove any statutory right of cancellation.

6. SERVICES

6.1

Where the Seller agrees to provide Services, it shall perform them with reasonable care and skill.

6.2

Unless expressly agreed otherwise, dates for performing or completing Services are estimates.

6.3 Buyer responsibilities

The Buyer shall, where applicable:

(a) provide safe and adequate access to premises and equipment;

(b) provide accurate information reasonably required by the Seller;

(d) identify unusual hazards before work begins;

(e) provide necessary utilities and facilities; and

(f) provide reasonable cooperation and assistance.

6.4 Business Buyers

The Seller may charge a Business Buyer for additional time, travel, accommodation, materials or other reasonable costs resulting from:

(a) inaccurate or incomplete information;

(b) inadequate site preparation;

(d) delays attributable to the Buyer; or

(e) other matters for which the Buyer is responsible.

7. DELIVERY

7.1 Delivery note

Each delivery of Goods shall ordinarily be accompanied by a delivery note or equivalent electronic delivery record.

7.2

The Seller shall deliver Goods to the Delivery Location or such other location as the parties agree.

7.3 Business deliveries

Where the Buyer is a Business Buyer, delivery shall be made as near as reasonably practicable to the Delivery Location at a point which the Seller or carrier considers safe and suitable for unloading during normal working hours.

7.4 Unloading

Unless otherwise agreed, a Business Buyer is responsible for providing suitable labour and equipment for unloading.

The Seller shall not be liable for damage occurring during unloading where unloading is undertaken by or under the direction of the Business Buyer.

Where the Seller's vehicle or carrier is detained at the Delivery Location for more than one hour because unloading cannot be completed, the Seller may make a reasonable demurrage or waiting-time charge.

7.5 Collection

Where Goods are collected by a Business Buyer or its carrier, delivery is completed when loading onto the collection vehicle has been completed.

The Seller shall not be liable for damage arising during subsequent unloading by or on behalf of the Business Buyer.

7.6 Delivery dates

Any date or period quoted for delivery is an estimate unless expressly agreed in writing to be binding.

For Business Buyers, time for delivery is not of the essence.

7.7 Delay

The Seller shall not be liable for delay caused by:

(a) a Force Majeure Event;

(b) circumstances outside its reasonable control;

(d) the Buyer's failure to provide adequate information or instructions;

(e) the Buyer's failure to pay sums when due; or

(f) any other act or omission of the Buyer.

For Business Buyers, liability arising from delayed or failed delivery is further subject to clause 18.

7.8 Consumers

Where the Buyer is a Consumer, Goods shall be delivered without undue delay and within any period required by applicable consumer law unless another delivery period has been agreed.

Nothing in these Conditions limits a Consumer's statutory rights relating to late delivery.

7.9 Failure by a Business Buyer to take delivery

If a Business Buyer fails to accept or take delivery when Goods are ready:

(a) delivery may be deemed completed at 9.00am on the next Business Day following notification that the Goods are ready;

(b) risk shall pass to the Buyer;

(d) the Buyer shall pay all reasonable storage, insurance, transport, demurrage and re-delivery costs incurred by the Seller.

7.10

If a Business Buyer has not taken delivery within 28 days after notification that the Goods are ready, the Seller may resell or otherwise dispose of some or all of the Goods.

After deducting reasonable storage, transport, selling and disposal costs, the Seller shall account to the Buyer for any excess over the amount due from the Buyer, or the Buyer shall pay any shortfall.

7.11 Instalments

The Seller may deliver Goods to a Business Buyer by instalments.

Each instalment shall constitute a separate Contract and may be invoiced and paid for separately.

Delay or a defect affecting one instalment does not entitle the Business Buyer to reject or cancel any unaffected instalment.

7.12 Suspension while Buyer is in breach

The Seller shall not be obliged to make any further delivery or provide any further Services to a Business Buyer while that Buyer is in material breach of these Conditions or any Contract with that Seller.

This is without prejudice to the Seller's other rights and remedies.

8. INSPECTION, SHORTAGES AND TRANSIT DAMAGE

8.1 Business Buyers

A Business Buyer shall inspect Goods promptly following delivery.

8.2

Any apparent:

(a) shortage;

(b) transit damage;

(d) incorrect Goods

must be notified to the Seller within 24 hours of delivery and confirmed in writing within three Business Days.

8.3

Where reasonably practicable, visible external damage, shortage or loss shall also be recorded on the Seller's or carrier's delivery documentation at the time of delivery.

A delivery or acceptance note signed without qualification shall be prima facie evidence that there was no shortage, external damage or other discrepancy reasonably apparent on inspection at delivery.

8.4 Deemed acceptance

Where a Business Buyer does not notify an apparent discrepancy within the periods in clause 8.2, the Goods shall be deemed accepted in respect of matters which were or ought reasonably to have been apparent on reasonable inspection.

This does not prevent a valid claim concerning a latent defect which could not reasonably have been discovered at delivery.

8.5 Consumers

This clause does not limit a Consumer's statutory rights in relation to damaged, faulty, misdescribed or incorrectly supplied Goods.

9. RISK AND TITLE

9.1 Business Buyers

Subject to clause 2.11 in relation to hired Goods, risk in Goods supplied to a Business Buyer passes:

(a) on completion of delivery where the Seller arranges delivery; or

(b) on completion of loading where the Buyer or its carrier collects the Goods.

9.2 Consumers

Where the Buyer is a Consumer, risk passes when the Consumer, or a person identified by the Consumer, takes physical possession of the Goods, except where applicable law provides otherwise.

9.3 Retention of title – Business Buyers

This clause does not apply so as to transfer title to any Goods supplied on hire.

Title to Goods sold to a Business Buyer shall not pass until the relevant Seller has received payment in full and in cleared funds for:

(a) those Goods; and

(b) all other sums then due and payable by that Buyer to that Seller.

9.4

Until title passes, the Business Buyer shall:

(a) store the Goods separately where reasonably practicable;

(b) keep them readily identifiable as the Seller's property;

(d) maintain them in satisfactory condition;

(e) keep them insured against all normal commercial risks for at least their full replacement value;

(f) notify the Seller immediately if an insolvency event occurs or appears likely to occur; and

(g) provide such information relating to the Goods, their location, condition, insurance and any resale as the Seller may reasonably require.

9.5 Resale

The Business Buyer may resell Goods purchased from the Seller in the ordinary course of its business before title passes.

Where it does so, it sells as principal and not as the Seller's agent, and title shall pass to the Business Buyer immediately before the resale.

This clause does not permit the resale of hired Goods.

9.6

The Business Buyer's right to possess or resell Goods for which title has not passed ends if:

(a) an amount becomes overdue and the Seller gives notice requiring return of the Goods; or

(b) the Buyer becomes subject to an insolvency event.

9.7 Recovery

Where legally permitted, the Seller may require the Business Buyer to return Goods owned by the Seller.

If the Business Buyer fails promptly to do so, the Seller may enter business premises of the Buyer, or premises of a third party where the Goods are reasonably believed to be stored, for the purpose of identifying and recovering Goods belonging to the Seller.

10. QUALITY AND WARRANTY

10.1 Business Buyer warranty

Unless a different warranty period is expressly stated for particular Goods, the Seller warrants to a Business Buyer that on delivery and for 12 months from delivery the Goods shall:

(a) materially conform to the agreed description or Specification;

(b) be free from material defects in design, material and workmanship, to the extent applicable to the Goods; and

(c) be of satisfactory quality as required by applicable law, subject to the lawful exclusions contained in these Conditions.

10.2 Manufacturer warranties

Where a manufacturer's warranty applies, the terms and duration of that warranty may be stated in the quotation, order acknowledgement or product documentation.

10.3 Warranty claims

A Business Buyer making a warranty claim shall:

(a) notify the Seller in writing within a reasonable period after discovering the alleged defect and during the applicable Warranty Period;

(b) provide reasonable details and evidence of the problem;

(d) if requested, return the Goods to the Seller or another location reasonably specified by it.

Unless the claim is established to result from a breach for which the Seller is responsible, the cost and risk of returning the Goods for examination shall initially be borne by the Business Buyer.

Where a valid warranty claim is established, the Seller shall reimburse reasonable return costs where appropriate.

10.4 Remedy

Where a valid Business Buyer warranty claim is established, the Seller shall, at its option:

(a) repair the affected Goods;

(b) replace the affected Goods; or

10.5

Subject to clause 18, the remedies in clause 10.4 are the Business Buyer's exclusive contractual remedies for breach of the warranty in clause 10.1.

10.6 Warranty exclusions

The Seller shall not be liable under the Business Buyer warranty where the defect or failure results from:

(a) fair wear and tear;

(b) misuse, abuse, negligence, accident or wilful damage;

(c) failure to follow manufacturer or Seller instructions concerning storage, installation, commissioning, use or maintenance, or, where no instructions exist, good trade practice;

(d) incorrect installation or commissioning not undertaken by the Seller;

(e) use outside intended operating conditions;

(f) alteration, modification or repair without the Seller's written consent;

(g) use of inappropriate or non-approved consumables, components or accessories;

(h) a design, drawing, Specification or instruction supplied by the Buyer;

(i) abnormal environmental, working or storage conditions;

(j) normal deterioration of consumable or wear parts;

(k) continued use after a defect became or ought reasonably to have become apparent where such continued use caused or increased the damage;

(l) a change made to the Goods to ensure compliance with applicable statutory or regulatory requirements; or

(m) the Buyer's failure to pay in full for the Goods when due.

10.7

Unless expressly agreed otherwise, a repair or replacement does not restart the original Warranty Period and is covered for the remainder of the original period.

10.8 Consumers

This clause does not exclude, restrict or replace the statutory rights of Consumers set out in clause 13.

11. BUSINESS BUYER RETURNS

11.1

A Business Buyer has no automatic right to return Goods because they are no longer required, were ordered incorrectly or are surplus to requirements.

11.2

Except in connection with a valid defect or non-conformity claim, Goods may only be returned with the Seller's prior written authorisation.

11.3 Non-returnable Goods

Unless defective or expressly agreed otherwise, the following are not returnable by a Business Buyer:

(a) made-to-order Goods;

(b) bespoke or personalised Goods;

(d) non-stock items;

(e) modified Goods;

(f) Goods manufactured to a Buyer Specification; and

(g) Goods which have been installed, used, damaged or are no longer in resaleable condition.

11.4 Return costs

Where the Seller agrees to accept a return for convenience, the Business Buyer shall be responsible for:

(a) collection and carriage costs;

(b) any manufacturer or supplier return charge;

(d) a reasonable restocking and handling charge.

Where Goods are returned because of a defect or other matter caused by the Seller's negligence or breach of Contract, costs shall be allocated in accordance with applicable law and the provisions of these Conditions.

11.5 Risk and insurance

Goods returned by or on behalf of a Business Buyer otherwise than on the Seller's own or contracted vehicle remain at the Business Buyer's risk until received by the Seller.

They must be appropriately packaged and insured for not less than their full invoice value.

12. CONSUMER CANCELLATION RIGHTS

This clause applies only where the Buyer is a Consumer and the Contract is one to which a statutory cancellation right applies.

12.1 Goods bought online or at a distance

A Consumer normally has the right to cancel a qualifying distance Contract for Goods without giving a reason.

The cancellation period expires 14 days after the day on which the Consumer, or a person nominated by the Consumer, takes physical possession of the Goods.

Where an Order consists of multiple Goods delivered separately, the cancellation period shall run from the date prescribed by applicable consumer law.

12.2 How to cancel

To exercise the right to cancel, the Consumer must inform the Seller of the decision to cancel by a clear statement before the cancellation period expires.

The Consumer may use the model cancellation form in clause 27 but is not required to do so.

12.3 Returning cancelled Goods

Following cancellation, the Consumer shall return or hand the Goods back without undue delay and no later than 14 days after communicating the decision to cancel.

The Seller shall provide the applicable return address or collection arrangements.

12.4 Return costs

Unless the Seller has agreed to bear them, the Consumer shall bear the direct cost of returning Goods following a change-of-mind cancellation where the Consumer was informed of that responsibility before entering into the Contract.

Where Goods cannot normally be returned by post, the Seller shall provide the Consumer with the information concerning return costs required by applicable law.

This clause does not apply to costs which the Seller is legally required to bear in relation to faulty or misdescribed Goods.

12.5 Refunds

Where a Consumer validly cancels a qualifying Contract, the Seller shall refund the amounts required by law, including the cost of the least expensive standard delivery method offered by the Seller.

If the Consumer selected a more expensive delivery method, the Seller is not required to refund the additional amount above the Seller's standard delivery charge.

The Seller may withhold the refund until it receives the Goods back or the Consumer supplies evidence that they have been returned, where permitted by law.

Refunds shall be made within the period required by applicable law.

12.6 Diminished value

The Seller may make a lawful deduction from a refund for any reduction in the value of the Goods caused by handling beyond what is reasonably necessary to establish their nature, characteristics and functioning.

12.7 Exceptions

The statutory right to cancel does not apply where an applicable legal exception applies, including, where relevant:

(a) Goods made to the Consumer's specifications or clearly personalised;

(b) Goods liable to deteriorate or expire rapidly;

(d) sealed audio, video or software products once unsealed; or

(e) Goods which become inseparably mixed with other items after delivery.

12.8

Goods are not treated as bespoke merely because they were manufactured, assembled or procured after the Consumer placed the Order.

13. CONSUMER RIGHTS FOR GOODS AND SERVICES

13.1

Nothing in these Conditions affects a Consumer's statutory rights.

13.2 Goods

Where applicable, Goods supplied to a Consumer must be:

(a) of satisfactory quality;

(b) fit for any particular purpose made known to the Seller where required by law; and

13.3 Statutory remedies

Where Goods do not conform to the Contract, a Consumer may have statutory remedies including, depending upon the circumstances:

(a) the short-term right to reject;

(b) repair or replacement;

(d) the final right to reject.

These rights are subject to the requirements and exceptions contained in applicable consumer law.

13.4

Where a Consumer validly rejects faulty Goods, the Seller shall bear reasonable return costs where required by law.

13.5 Services

Services supplied to a Consumer shall be performed with reasonable care and skill and in accordance with applicable consumer law.

13.6 Cancellation of Services

Where a Consumer has a statutory right to cancel a distance Contract for Services, the cancellation period normally expires 14 days after the Contract is concluded.

If the Consumer expressly requests Services to begin during the cancellation period, the Consumer may be required to pay a proportionate amount for Services properly provided before cancellation where permitted by law.

Where Services have been fully performed during the cancellation period following the Consumer's express request and acknowledgement that the right to cancel will be lost once the Services are fully performed, that right may be lost in accordance with applicable law.

14. BUYER'S RESPONSIBILITIES

14.1 Business Buyers

A Business Buyer is responsible for:

(a) selecting Goods appropriate for its requirements;

(b) checking compatibility with other equipment and systems;

(d) ensuring the Goods are installed, operated, maintained and inspected by suitably competent persons;

(e) carrying out appropriate risk assessments;

(f) providing appropriate training and instructions to users;

(g) complying with safety information and operating instructions supplied with the Goods; and

(h) ensuring the terms of its Order and Specification are complete and accurate.

14.2

Nothing said or provided by the Seller relieves a Business Buyer of its own professional, statutory, operational or health and safety responsibilities.

15. PRICES AND COST VARIATIONS

15.1 Price

The price shall be:

(a) the price stated in the Order or accepted quotation; or

(b) where no price has been expressly quoted or agreed, the Seller's applicable published or prevailing price at the date of delivery.

15.2

Unless otherwise stated, prices:

(a) exclude VAT;

(b) exclude packaging, delivery, freight, insurance, customs clearance, duties and similar charges; and

15.3 Business Buyer cost variation

For a Business Buyer, the Seller may increase the price before delivery by an amount reasonably necessary to reflect an increase in the Seller's costs arising after the price was quoted or the Order accepted and resulting from matters outside the Seller's reasonable control, including:

(a) foreign exchange or currency movements;

(b) fuel or energy surcharges;

(d) customs duties, tariffs or import/export charges;

(e) taxes, levies or regulatory charges;

(f) increases in raw material, component or manufacturing costs;

(g) supplier or manufacturer price increases;

(h) labour costs;

(i) shortages of products, components or materials; or

(j) changes in law or regulatory requirements.

15.4 Buyer changes

The Seller may also adjust the price payable by a Business Buyer where additional costs arise because the Buyer:

(a) changes the quantity, Specification, delivery date or delivery arrangements;

(b) requests expedited or additional deliveries; or

15.5 Consumers

Once a Contract with a Consumer has been concluded, the Seller shall not increase the agreed price because of the matters listed in clauses 15.3 or 15.4 without the Consumer's express agreement.

15.6 Obvious errors

Nothing in this clause requires the Seller to accept an Order containing an obvious pricing error.

16. INVOICING AND PAYMENT

16.1 Invoicing

The Seller may invoice the Buyer on or at any time after completion of delivery or performance, unless another invoicing arrangement has been agreed.

16.2 Electronic invoices

The Seller may issue invoices electronically.

An invoice sent by email to a Business Buyer between 9.00am and 5.00pm on a Business Day shall be deemed received on that Business Day.

An invoice sent outside those times shall be deemed received on the next Business Day.

16.3 Payment arrangements

The Seller may require payment:

(a) in advance;

(b) when an online Order is placed;

(d) by agreed stage payments; or

(e) under an approved trade account.

16.4 Business Buyer credit terms

Where credit terms have been approved, a Business Buyer shall pay invoices in accordance with the agreed account terms.

Unless different terms have been expressly agreed, the default payment term is 30 days from the invoice date.

16.5

For Business Buyers, time for payment is of the essence.

16.6 VAT

All amounts stated exclusive of VAT shall be subject to VAT at the rate applicable from time to time.

Upon receipt of a valid VAT invoice, the Buyer shall pay the applicable VAT at the same time as payment is due for the relevant Goods or Services.

16.7 No deductions – Business Buyers

A Business Buyer shall pay all amounts due in full and in cleared funds without deduction, withholding, set-off or counterclaim except where required by law.

16.8 Late commercial payments

Where a Business Buyer fails to make payment when due, the Seller may charge interest at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, as amended or replaced from time to time.

The Seller may also recover any statutory fixed compensation and reasonable debt-recovery costs to which it is entitled.

16.9 Consequences of non-payment

If a Business Buyer fails to pay an amount when due, the Seller may, without limiting any other right or remedy:

(a) suspend further deliveries or Services under the relevant Contract;

(b) suspend deliveries or Services under any other Contract between that Buyer and that Seller;

(d) require payment in advance for any future Order;

(e) cancel any outstanding Order;

(f) declare immediately due and payable all outstanding balances owed by that Buyer to that Seller under the relevant Contract or any other contract, account or arrangement between them, whether or not those balances would otherwise have fallen due; and

(g) exercise its retention-of-title or hired-Goods recovery rights.

16.10 Recovery costs

The Business Buyer shall reimburse the Seller for reasonable external legal and debt-recovery costs incurred in enforcing payment obligations, to the extent recoverable by law.

16.11 Set-off by Seller

The Seller may set off any amount owed by a Business Buyer against any amount payable by that Seller to the Buyer.

17. INTELLECTUAL PROPERTY

17.1

All intellectual property rights in the Seller's or its licensors':

(a) designs;

(b) drawings;

(d) technical information;

(e) software;

(f) manuals;

(g) website content;

(h) trademarks; and

(i) other materials

remain the property of the Seller or relevant licensor.

17.2

The Buyer obtains no intellectual property rights other than such limited rights as are necessary to use the Goods properly for their intended purpose.

18. LIMITATION OF LIABILITY

THE ATTENTION OF BUSINESS BUYERS IS PARTICULARLY DRAWN TO THIS CLAUSE.

18.1 Liabilities which are not excluded

Nothing in these Conditions excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms concerning title and quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, where applicable;

(d) liability under the Consumer Protection Act 1987 to the extent that it cannot lawfully be excluded;

(e) any Consumer liability or remedy which cannot lawfully be excluded or restricted; or

(f) any other liability which cannot lawfully be excluded or limited.

18.2 Excluded losses – Business Buyers

Subject to clause 18.1, the Seller shall not be liable to a Business Buyer, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, for:

(a) loss of profit;

(b) loss of revenue;

(d) loss of production;

(e) loss of contracts;

(f) loss of business opportunity;

(g) loss of anticipated savings;

(h) loss of goodwill or reputation;

(i) loss of use;

(j) business interruption;

(k) downtime;

(l) loss or corruption of data;

(m) indirect or consequential loss; or

(n) liability incurred by the Business Buyer to a third party, except to the extent such liability cannot lawfully be excluded.

18.3 Removal and reinstatement costs – Business Buyers

Subject to clause 18.1, the Seller shall not be liable to a Business Buyer for the cost of:

(a) dismantling or removing equipment, structures or materials to obtain access to Goods;

(b) removing Goods from their installed location;

(d) reinstating equipment, structures, finishes or materials,

unless the Seller has expressly accepted responsibility for such costs in writing.

18.4 Liability cap – Business Buyers

Subject to clause 18.1, the Seller's total aggregate liability to a Business Buyer arising out of or in connection with any one Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, shall not exceed 100% of the Contract Price.

18.5 Delay – Business Buyers

Delivery and performance dates are estimates.

Subject to clause 18.1, the Seller shall not be liable for indirect or consequential loss arising from delayed or failed delivery.

Any other liability arising from delay shall be subject to the exclusions and financial cap in this clause 18.

18.6 Implied terms – Business Buyers

Except as expressly stated in these Conditions and subject always to clause 18.1, all warranties, conditions and other terms which might otherwise be implied into a Contract with a Business Buyer by statute, common law, trade, custom, practice or course of dealing are excluded to the fullest extent permitted by law.

18.7 Consumers

Clauses 18.2 to 18.6 do not apply so as to exclude, restrict or adversely affect a Consumer's statutory rights.

Where the Buyer is a Consumer, the Seller shall be responsible for losses which are a foreseeable consequence of the Seller's breach of Contract or negligence to the extent required by applicable law.

The Seller shall not be responsible to a Consumer for business losses because a Consumer is, by definition, purchasing wholly or mainly outside a trade, business, craft or profession.

18.8

This clause survives completion or termination of the Contract.

19. WEEE AND ENVIRONMENTAL RESPONSIBILITIES

19.1

Where the Seller is a producer or otherwise has obligations under applicable UK waste electrical and electronic equipment legislation, it shall comply with those obligations.

19.2 Business-to-business electrical equipment

Where Goods constitute non-household electrical or electronic equipment supplied to a Business Buyer, the parties agree, to the extent permitted by applicable WEEE legislation, that the Business Buyer shall be responsible at its cost for the lawful collection, treatment, recovery, recycling and environmentally sound disposal of the Goods when they become waste.

19.3

Clause 19.2 is intended to constitute an alternative arrangement between the Seller and the Business Buyer to the extent permitted by applicable WEEE legislation.

19.4

The Business Buyer shall retain and, where reasonably requested, provide appropriate evidence relating to disposal or transfer of responsibility where required for the Seller's compliance purposes.

19.5

The Buyer shall use appropriately authorised waste and recycling facilities and shall not dispose of electrical equipment in general waste where prohibited.

19.6

Nothing in this clause transfers from the Seller any legal obligation which applicable law does not permit to be transferred.

20. CONFIDENTIALITY

20.1

Neither party shall, during or after the Contract, use or disclose confidential commercial, technical or other information received from the other except:

(a) for the purposes of performing the Contract;

(b) to employees, professional advisers, contractors or agents who reasonably need to know it and who are subject to appropriate confidentiality obligations; or

20.2

This clause survives termination of the Contract.

21. SUSPENSION AND TERMINATION

21.1 Business Buyer default

Without limiting its other rights or remedies, the Seller may suspend performance or terminate a Contract with a Business Buyer immediately by written notice if:

(a) the Buyer fails to make any payment when due;

(b) the Buyer commits a material breach of the Contract and, where the breach is capable of remedy, fails to remedy it within 10 Business Days after receiving written notice requiring it to do so;

(d) a winding-up petition is filed against the Buyer;

(e) where the Buyer is an individual or partnership, a bankruptcy petition or order is made or applied for;

(f) the Buyer passes a resolution for winding up;

(g) the Buyer enters or proposes an arrangement or composition with creditors;

(h) an administration order is made or applied for;

(i) an administrator, receiver, administrative receiver or similar officer is appointed over the Buyer or any material part of its assets;

(j) the Buyer suspends or threatens to suspend payment of its debts;

(k) the Buyer is unable to pay its debts as they fall due;

(l) the Buyer ceases or threatens to cease carrying on all or a substantial part of its business; or

(m) the Buyer's financial position deteriorates to such an extent that the Seller reasonably considers the Buyer's ability to fulfil its obligations to be in jeopardy.

21.2 Anticipated insolvency or credit deterioration

The Seller may suspend deliveries or Services under the Contract or any other contract with a Business Buyer where the Seller reasonably believes the Buyer is about to become subject to an event listed in clause 21.1.

The Seller may require satisfactory security or payment in advance before continuing supply.

21.3 Seller's general B2B termination right

Without limiting its other rights, the Seller may terminate the undelivered or unperformed part of a Contract with a Business Buyer by giving at least 14 days' written notice.

Where the Seller exercises this right without default by the Business Buyer, the Seller shall refund amounts paid specifically for Goods or Services which will not be supplied.

Any further liability shall be subject to clause 18.

21.4 Consequences of termination

On termination:

(a) the Buyer shall immediately pay all invoices and amounts which have become due;

(b) where clause 16.9 applies, amounts accelerated under that clause shall become immediately payable;

(c) accrued rights and remedies are unaffected, including rights to claim damages for breaches occurring before termination;

(d) any hired Goods which the Seller is entitled to recover shall be returned promptly; and

(e) provisions which expressly or by implication are intended to continue after termination shall remain in force.

21.5 Consumers

The Seller shall only terminate a Contract with a Consumer where it has a lawful right to do so.

Nothing in this clause affects a Consumer's statutory cancellation or termination rights.

22. FORCE MAJEURE

22.1

A Force Majeure Event means an event or circumstance beyond the Seller's reasonable control.

This may include:

(a) strikes, lock-outs or industrial disputes;

(b) failure or interruption of utilities, communications or transport networks;

(d) fire, flood, storm, extreme weather or other natural event;

(e) epidemic or pandemic;

(f) war, terrorism, riot, civil commotion or malicious damage;

(g) sanctions, embargoes or trade restrictions;

(h) compliance with law or governmental order, rule, regulation or direction;

(i) accident or breakdown of plant or machinery outside the Seller's reasonable control;

(j) cyber incidents outside the Seller's reasonable control;

(k) port, shipping, border or transport disruption;

(l) shortage of fuel, labour, raw materials, products or components;

(m) import or export restrictions; or

(n) failure or delay by manufacturers, suppliers, subcontractors or carriers resulting from circumstances outside the Seller's reasonable control.

22.2

The Seller shall not be liable for delay or failure to perform caused by a Force Majeure Event.

The Seller may, where reasonable:

(a) extend delivery times;

(b) suspend performance;

(d) make reasonable adjustments to the manner of performance.

22.3 Business Buyers – Seller's termination right

If a Force Majeure Event prevents the Seller from materially providing affected Goods or Services to a Business Buyer for more than 14 days, the Seller may terminate the affected Contract or affected part of it immediately by written notice.

22.4 Business Buyers – Buyer's termination right

If a Force Majeure Event prevents material performance for more than 60 days, the Business Buyer may terminate the affected undelivered or unperformed part of the Contract by written notice.

22.5

Where a Contract is terminated under this clause, the Seller shall refund amounts paid specifically for Goods or Services which will not be supplied, less reasonable and irrecoverable costs properly incurred in connection with bespoke, made-to-order or specially procured Goods, to the extent legally recoverable.

22.6 Consumers

Nothing in this clause limits any statutory right available to a Consumer where Goods or Services are not supplied within the required or agreed period.

23. DATA PROTECTION AND CREDIT CHECKS

23.1

Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, to the extent applicable.

23.2

The Seller may process personal information relating to the Buyer, its directors, proprietors, employees or representatives for legitimate business purposes including:

(a) account administration;

(b) fulfilment and delivery of Orders;

(d) fraud prevention;

(e) debt recovery;

(f) customer service;

(g) anti-money laundering and other compliance requirements; and

(h) legal and regulatory compliance.

23.3 Business credit facilities

Where a Business Buyer applies for or receives credit facilities, the Seller may, where legally permitted:

(a) obtain information from credit reference agencies and other lawful sources;

(b) undertake credit checks before granting credit;

(d) review the Buyer's account and payment history;

(e) share account and payment history with credit reference or fraud-prevention agencies; and

(f) carry out further searches where reasonably necessary to assess continuing creditworthiness or prevent fraud.

23.4

Further information concerning the Seller's processing of personal data is contained in the applicable Privacy Policy.

24. ASSIGNMENT AND SUBCONTRACTING

24.1 Seller

The Seller may assign, transfer, charge, subcontract or otherwise deal with any of its rights under a Contract and may subcontract or delegate any of its obligations.

24.2 Business Buyer

A Business Buyer may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under a Contract without the Seller's prior written consent.

24.3 Consumers

Any assignment affecting a Consumer shall be subject to applicable consumer law and shall not reduce the Consumer's contractual or statutory rights.

25. GENERAL

25.1 Waiver

A waiver is effective only if given in writing and applies only to the particular circumstances for which it is given.

No failure or delay by the Seller in exercising a right or remedy shall:

(a) constitute a waiver of that or any other right or remedy;

(b) prevent or restrict its later exercise; or

A single or partial exercise of a right does not prevent its further exercise.

25.2 Cumulative remedies

Unless expressly stated otherwise, the rights and remedies provided by these Conditions are cumulative and do not exclude any rights or remedies provided by law.

25.3 Severance

If a provision or part of a provision is found to be invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, it shall be treated as deleted without affecting the validity or enforceability of the remaining provisions.

25.4 No partnership or agency

Nothing in a Contract creates or shall be deemed to create:

(a) a partnership;

(b) a joint venture;

(d) an agency relationship

between the parties.

Neither party has authority to bind the other except where expressly agreed.

25.5 Third-party rights

Except where expressly stated otherwise, a person who is not a party to a Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

25.6 Notices

A contractual notice may be delivered by hand, prepaid post or email to the postal or email address most recently notified by the relevant party for contractual communications.

This clause does not govern formal service of court proceedings or other documents in legal proceedings.

25.7 Changes to these Conditions

The Seller may amend its standard Conditions from time to time.

The Conditions applying to a particular Contract shall be the version incorporated into that Contract when the Contract was formed.

A subsequent amendment shall not retrospectively vary an existing Contract unless agreed between the parties.

25.8 Governing law

Each Contract and any dispute or claim arising out of or in connection with it, its subject matter or formation, including non-contractual disputes or claims, shall be governed by the law of England and Wales.

25.9 Business Buyer jurisdiction

Where the Buyer is a Business Buyer, the courts of England and Wales shall have exclusive jurisdiction.

25.10 Consumer jurisdiction

Where the Buyer is a Consumer, nothing in these Conditions deprives the Consumer of any mandatory jurisdictional right available under applicable law.

26. INCORPORATION OF THESE CONDITIONS

26.1

These Conditions shall apply where the Buyer is informed before or at the time the Contract is formed that the Seller's sales or supplies are subject to these Conditions and is given a reasonable means of accessing them.

26.2

The Buyer is not required to have actually read the Conditions for them to apply where they have been properly incorporated into the Contract in accordance with applicable law.

26.3

The Seller may make these Conditions available:

(a) on its website;

(b) by hyperlink;

(d) with trade-account documentation; or

(e) by another reasonable method.

26.4

Where a Business Buyer has previously contracted with the Seller on these Conditions, the parties' established course of dealing may also be taken into account when determining the Conditions applicable to subsequent Contracts.

27. MODEL CONSUMER CANCELLATION FORM

This form is only for Consumers who have a statutory right to cancel. Use of this form is optional.

To:

The relevant Seller, being Addex Group Ltd or Addex Urban Ltd, using the contact details stated on the Order confirmation or on the Seller's website.

I/We hereby give notice that I/We wish to cancel my/our contract for the following Goods/Services:

Goods/Services:
....................................................................................

Order number:
....................................................................................

Ordered on:
....................................................................................

Received on, where applicable:
....................................................................................

Name of Consumer:
....................................................................................

Address of Consumer:
....................................................................................

....................................................................................

Signature of Consumer:
(only required if this form is sent on paper)

....................................................................................

Date:
....................................................................................