1. Introduction
1.1 This web site is owned and operated by ADCL.
1.2 This user agreement ("Agreement") governs the use of the services provided on this web site ("Service") produced by ADCL.
1.3 Please read this Agreement carefully. Since the Service is designed to provide a forum for the robust and free-flowing exchange of information, opinions and comments, and an enjoyable and informative experience for all, Adonea requires its users to abide by certain rules. Your use of the Service will constitute your agreement to comply with these rules.
1.4 If you do not agree with the rules contained in this Agreement, please do not use the Service.
1.5 These terms and conditions may be modified by ADCL from time to time. Notice of revisions to this Agreement will be announced on this page. Continued use of the Service by you will constitute your acceptance of any changes or revisions to the Agreement, so it's wise to check this page regularly.
2. Links
2.1. Any third party web site that links to this web site must not: - create a frame or any other browser or border environment around the content of this site; - imply that ADCL is endorsing it or its products or services; - use any ADCL trademark displayed on any ADCL web site without permission from ADCL; - infringe any intellectual property or other right of any person; - be a web site that contains content that could be construed as distasteful, offensive or controversial.
2.2. ADCL expressly reserves the right to request that any link in breach of these terms be removed and to take whatever other action it deems appropriate.
3. Indemnification
3.1. You agree to indemnify ADCL and its affiliates, employees, agents and representatives, and to hold them harmless from any and all claims and liabilities (including legal fees) that may arise from your submissions, from your unauthorised use of material obtained through the Service, from your breach of this Agreement, or from any such acts arising through your use of the Service.
4. Additional Rules
4.1. ADCL reserves the right to post, from time to time, additional terms and conditions that apply to specific parts of the Service. Such additional terms and conditions will be posted in the relevant parts of the Service, and will be clearly identified. Your use of the Service constitutes your agreement to comply with these additional terms and conditions.
5. Privacy Policy
5.1. The information that you provide about yourself to ADCL will only be used by ADCL in accordance with its Privacy Policy. The Privacy Policy does not apply to third party sites
6. Choice of Law and Jurisdiction
6.1. You agree that this Agreement, for all purposes, shall be governed by and construed in accordance with English law. You also agree, subject to the following clause, to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Agreement.
6.2. For the exclusive benefit of ADCL, ADCL shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence.
7. Agreement
7.1. Any party entering into agreement with ADCL by way of contract is bound by the terms and conditions as displayed on this page.
8. Clients Cancellation
8.1. No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
9. Clients Obligations
9.1. The Client shall provide the Company with such information as the Company may reasonably require concerning the Client's operations and which may be reasonably necessary for the Company to undertake the Services or provide the Goods. The Client is responsible for ensuring that such information is accurate and complete.
9.2. The Client shall provide free of charge such assistance and facilities as the Company may reasonably require for the proper performance of the Services and the provision of the Goods.
10. Terms of Payment
10.1. The Company shall be entitled to invoice the Client for the Fees on or at any time after the date of the Company's acceptance of the order.
10.2. Save where otherwise specified in the Estimate, the Client shall pay the Fees within 30 days of the date of the Company's invoice at the address of the Company, notwithstanding that delivery may not have taken place and the property in the Goods or Services has not passed to the Client. The time of payment of Fees shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
10.3. In the event that the Client, in breach of any of the provisions hereof, sells the Goods or Services to any third party or commences any other process with the Goods or Services payment for the Goods or Services shall be due immediately notwithstanding any previous agreement to the contrary.
10.4. If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
10.4.1. cancel the contract or suspend any further performance of the Services or any further deliveries of the Goods or Services until all outstanding invoice amounts including interest accrued thereon have been settled;
10.4.2. appropriate any payment made by the Client to such of the Goods or Services (or goods or services supplied under any other contract between the Client and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Client);
10.4.3. require in respect of all future supplies payment in cash or such guarantees as the Company may require prior to performance of the Services or supply of the Goods; and
10.4.4. charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above the Lloyds Bank Plc base rate from time to time or 8 per cent per annum (whichever shall be the greater), until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
10.5. When payment is made through a bank the date on which the Company's account is credited by the bank will be regarded as the date of payment. When payment is made by cheque the date on which the cheque is cleared by the Company's bank will be regarded as the date of payment.
10.6. All costs incurred by the Company (including legal costs incurred prior to the issue of any proceedings or in presenting a petition for winding up) of and incidental to the collection of all sums due or unpaid shall be borne by the Client.
11. Delivery of Goods & Services
11.1. Any dates quoted for delivery or collection of the Goods or supply of the Services are approximate only and the Company shall not be liable for any delay howsoever caused. Time for delivery or collection shall not be of the essence unless previously agreed by the Company in writing, and any delay shall not entitle the Client to cancel the order. The Goods may be delivered and the Services may be supplied by the Company in advance of the quoted delivery date upon giving reasonable notice to the Client.
11.2. Where delivery of the Goods is to be made by the Company in bulk, the Company reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
11.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated. If the failure to deliver is for any reason other than any cause beyond the Company's reasonable control or the fault of the Client and the Company is accordingly liable to the Client, the Company's liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
11.4. If the Client fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
11.4.1. store the Goods until actual delivery and charge the Client for the reasonable costs (including insurance) of storage; or
11.4.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
12. Claims
12.1. Any claim by the Client shall be notified to the Company within 2 months of the date of the event giving rise to the claim and, where the claim is based on any defect in the quality or condition of the Goods or their failure to correspond with specification, shall (whether or not delivery is refused by the Client) be notified to the Company within 2 months of the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time not exceeding 2 months after discovery of the defect or failure. If delivery is not refused, and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the Goods, the Company shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Client be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them.
12.2. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company shall be entitled to make good the defect or replace the Goods (or the part in question) free of charge, in which case the Company shall have no further liability to the Client.
12.3. Where any valid claim in respect of any of the Services is notified to the Company in accordance with these Terms, the Company shall be entitled to make good the failure (free of charge), in which case the Company shall have no further liability to the Client.
13. Company Liability
13.1. Except in respect of fraud or death or personal injury caused by the Company's negligence:
13.1.1. the Company shall not be liable pursuant to the Contract for any loss of profits or goodwill or for any type of indirect, special or consequential loss (including loss or damage suffered as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the loss being incurred;
13.1.2. the maximum liability of the Company pursuant to the Contract for any damage to the Clients property resulting from the Company's negligence shall not exceed £[ ]; and
13.1.3. the entire liability of the Company for any other loss or damage suffered by the Client under or in connection with the Contract shall not exceed an amount equal to:
13.1.3.1 in respect of the supply of Goods, the aggregate price for the Goods; and
13.1.3.2 in respect of the supply of Services, the Fees paid by the Client in respect of Services provided by the Company to the Client during the previous 12 months.
14. Duration & Termination
14.1. Any claim by the Client shall be notified to the Company within 2 months of the date of the event giving rise to the claim and, where the claim is based on any defect in the quality or condition of the Goods or their failure to correspond with specification, shall (whether or not delivery is refused by the Client) be notified to the Company within 2 months of the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time not exceeding 2 months after discovery of the defect or failure. If delivery is not refused, and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the Goods, the Company shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Client be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them.
14.2. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company shall be entitled to make good the defect or replace the Goods (or the part in question) free of charge, in which case the Company shall have no further liability to the Client.
14.3. Where any valid claim in respect of any of the Services is notified to the Company in accordance with these Terms, the Company shall be entitled to make good the failure (free of charge), in which case the Company shall have no further liability to the Client.
15. Force Majeure
15.1. The Company shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods or Services, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control;
15.1.1. act of God, explosion, flood, tempest, fire or accident;
15.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
15.1.3. acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental, parliamentary or local authority.
16. Insolvency of Client
16.1. This clause applies if:
16.1.1. the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstructions); or
16.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
16.1.3. the Client ceases, or threatens to cease, to carry on business; or
16.1.4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
16.2. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, and if the Services have been performed or the Goods have been delivered but not paid for the Fees shall become immediately due and payable forthwith notwithstanding any previous agreement or arrangement to the contrary and in the event that the price of the Goods shall not be paid forthwith the Company shall be entitled to enter upon any premises of the buyer or any third party where the Goods are stored and repossess the Goods.
17. General
17.1. This Agreement is the complete and entire agreement between the parties and supersedes any prior agreement, whether written or oral.
