Terms & Conditions

Adacon is a trading name of Retail ABC Ltd, a company registered in England and Wales.

Company registration number: 08568864.

Registered office: Retail ABC Ltd, Prosperfi, Colony, Flint Glass Works, 64 Jersey Street, Ancoats Urban Village, Manchester, United Kingdom, M4 6JW.

Trading and correspondence address: as above.

Email: sales@adacon.co.uk

Website: www.adacon.co.uk

References in these Terms to “Adacon”, “we”, “us” and “our” mean Retail ABC Ltd trading as Adacon.

The Customer must tell Adacon before placing an Order whether they are purchasing as a Consumer or Business Customer. If the Customer does not tell Adacon before placing the Order, Adacon will assume the purchase is a business purchase.

A limited company, partnership, charity, educational organisation, public body or person purchasing for commercial use will ordinarily be treated as a Business Customer.

Where an individual purchases partly for business purposes and those business purposes are more than negligible, Adacon may treat the Customer as a Business Customer to the extent permitted by law.

Clauses expressly stated to apply to Business Customers do not apply to Consumers.

Nothing in these Terms excludes or restricts any Consumer right that cannot lawfully be excluded or restricted.

A Quotation is an invitation to place an Order and does not bind Adacon until the Order has been accepted.

A Contract is formed on the earliest of:

Unless otherwise stated, a Quotation remains open for acceptance for 14 calendar days.

Adacon may withdraw or revise a Quotation before acceptance.

Quotations are based on the information available when issued. Adacon may revise the price, Specification or programme if that information is incomplete, inaccurate or changes.

These Terms apply instead of any terms submitted by a Business Customer unless a director of Adacon expressly agrees otherwise in writing.

The Customer confirms that the person accepting the Quotation has authority to bind the Customer.

Where more than one person is named as Customer, each is jointly and individually responsible for all obligations and payments.

If there is any conflict between documents forming the Contract, the following order of priority applies:

The Unit will be supplied substantially in accordance with the Specification.

Photographs, CGI images, videos, brochures, display models, sample Units and website images are illustrative unless expressly incorporated into the Specification.

Illustrative material does not guarantee an exact match in:

Dimensions are approximate and subject to normal manufacturing and construction tolerances.

Adacon may make reasonable minor changes that do not materially reduce the Unit’s quality, safety or agreed function, including changes required to:

Where a particular brand, model, colour, dimension or component is essential, it must be expressly identified as mandatory in the Specification.

Minor snagging items or cosmetic variations do not prevent substantial completion.

The Customer must carefully check all drawings and specifications before approval.

This includes checking:

Approval of drawings confirms that the Customer accepts the design and that it meets the Customer’s requirements.

Adacon is not responsible for an error, omission or unsuitable selection that:

Measurements supplied by the Customer are relied upon at the Customer’s risk unless Adacon expressly agrees to carry out a site measurement service.

Drawings marked “concept”, “preliminary”, “indicative” or “not for construction” must not be used for foundations, utility positions, planning applications or construction work.

Adacon is responsible only for design services expressly included in the Quotation.

Unless expressly stated otherwise, Adacon does not act as:

Any general guidance supplied by Adacon regarding groundwork, foundations, planning, services or Installation is not a substitute for advice from an appropriately qualified professional.

The Customer is responsible for ensuring that the Unit is suitable for:

The Customer must pass all Unit weights and loading information to their engineer or groundwork contractor.

Unless expressly included, the Customer is responsible for obtaining and paying for:

The Contract is not conditional upon the Customer obtaining approval unless the Quotation expressly states otherwise.

Failure, delay or refusal of an approval does not entitle the Customer to cancel a Bespoke Unit or avoid costs already incurred.

Adacon does not warrant that any Unit qualifies as permitted development.

The Customer is responsible for checking local requirements before approving the Order.

The Customer must provide complete and accurate information about the Delivery Site.

The Customer must disclose all known matters affecting the work, including:

Unless expressly agreed otherwise, any site survey by Adacon is visual and non-intrusive.

A standard visual survey does not include:

Adacon is not responsible for concealed or unknown site conditions that could not reasonably have been identified from the agreed survey.

Unless expressly included in the Quotation, foundations, groundwork and site preparation are entirely the Customer’s responsibility.

Before delivery, the Customer must provide a base that is:

The base and surrounding ground must be designed or approved by a competent engineer where appropriate.

The Customer is responsible for excavations, concrete bases, foundations, drainage, retaining walls, spoil removal, landscaping, steps and ramps, pathways and reinstatement, unless expressly included.

Adacon is not responsible for cracking, movement, distortion, settlement, water ingress, door or window misalignment, drainage failure or other defects caused or contributed to by unsuitable foundations or ground conditions.

Placing or levelling the Unit does not constitute approval or certification of the base.

If the site or base is unsuitable, Adacon may:

Unless expressly included, Adacon does not provide final connections to:

The Customer must provide all external:

The Customer is responsible for confirming:

Internal wiring, plumbing or fittings supplied within the Unit do not include connection to the Customer’s external services unless expressly stated.

The Customer is responsible for all components required to connect internal installations to external services.

Final electrical connections must be made, tested and certified by a suitably qualified electrician.

The Customer must obtain any required Electrical Installation Certificate, Minor Electrical Installation Works Certificate, inspection report or other relevant certification.

Plumbing and drainage connections must be completed and tested by a suitably competent person.

Gas connections must be carried out by a properly registered Gas Safe engineer where required.

The Customer is responsible for commissioning and obtaining all legally required completion and safety certificates.

The Unit must not be occupied or used until all necessary electrical testing, plumbing testing, drainage testing, gas certification, fire-safety checks and other commissioning procedures have been completed.

Adacon is not responsible for damage caused by:

The Customer is responsible for maintaining a safe Delivery Site.

The Customer must ensure that:

Adacon may refuse or stop work where conditions are unsafe.

Where an unsafe condition is not caused by Adacon, the Customer must pay reasonable resulting costs, including wasted labour, return visits, transport, plant and storage.

The Customer must not instruct Adacon’s personnel or contractors to carry out unsafe work.

The price is stated in the Quotation.

Unless expressly stated otherwise, Business Customer prices exclude VAT.

Prices displayed to Consumers will include VAT where legally required.

The price is based on the scope, assumptions and exclusions stated in the Quotation.

Adacon may adjust the price to reflect:

Adacon will notify the Customer of material additional charges before carrying out additional work, except where urgent safety work is reasonably necessary.

Payment terms will be stated in the Quotation.

Adacon may require:

Production and delivery dates are not reserved until the required payment has cleared.

Where the terms are 50% on Order and 50% before delivery, the final balance becomes due when Adacon gives written notice that the Unit:

Unless the Quotation states otherwise, the final balance must be received in cleared funds within 7 calendar days of the completion notice.

Payment cannot be delayed because:

Nothing in clause 16.6 requires a Consumer to pay for goods that materially fail to conform to the Contract or removes a statutory right to withhold payment where applicable.

Adacon is not required to release, dispatch, deliver, offload, install or allow collection until all amounts due have cleared.

Deposits may be applied toward design, administration, materials, procurement, labour, manufacturing capacity and costs incurred in reliance upon the Order.

This clause applies to Business Customers.

Adacon may charge statutory interest on qualifying late commercial debts at the applicable statutory rate.

Adacon may also recover any statutory fixed compensation and reasonable debt-recovery costs available under late-payment legislation.

Interest runs from the payment due date until payment in cleared funds, both before and after judgment or an arbitration award.

A Business Customer may not withhold, deduct, retain or set off payment unless:

A payment dispute must be raised before the due date, with full details of the specific sum disputed. All undisputed sums remain payable.

Adacon manufactures or converts Units specifically to order and does not maintain unlimited storage space.

Where the final balance is due following completion, Adacon will allow a storage-free period of 7 calendar days from the date of its completion notice.

If the Customer has not paid the balance and completed the necessary delivery arrangements by the end of that period, storage charges begin automatically on the eighth calendar day.

Storage is charged at £100 plus VAT per calendar day for each 20-foot container space occupied.

For Consumers, this is currently £120 per calendar day including VAT for each 20-foot container space, based on the current standard VAT rate.

Storage is calculated as follows:

A 40-foot Unit therefore incurs storage at £200 plus VAT per calendar day, currently £240 including VAT for Consumers.

Storage charges apply during weekends, bank holidays and periods when Adacon is closed.

The charge applies whether the Unit is held:

The storage charge reflects the commercial consequences of retaining a completed Unit, including workshop and yard occupation, lost production and loading capacity, movement and handling, security, insurance and risk management, administration and disruption to other customer orders.

Storage continues until the later of:

Where the Customer has paid all amounts and is ready to accept an agreed delivery, storage will not continue for a delay caused solely by Adacon.

Where late payment causes the original delivery slot to be lost, Adacon will arrange the next reasonably available slot. Reasonable storage may continue until that slot.

Adacon may transfer the Unit to third-party storage.

Where transfer is required because of Customer delay, the Customer must also pay reasonable:

Adacon will not charge twice for the same underlying third-party storage cost.

The Unit will not be released until Adacon has received:

If the Customer has not paid within 30 calendar days after the original completion notice, Adacon may issue a final written demand allowing a further 14 calendar days for payment.

If payment remains outstanding after that period, Adacon may, subject to applicable law:

Adacon may apply amounts already paid and any resale proceeds against unpaid Contract amounts, design and manufacturing costs, storage, transport and lifting, modification or dismantling, advertising and resale, legal and recovery costs, and reduction in resale value.

Any remaining net resale proceeds will be credited to the Customer where legally required.

If the proceeds do not cover Adacon’s properly recoverable loss, Adacon may pursue the shortfall.

Because Units may be made to individual requirements, Adacon does not guarantee that a Unit can be resold or will achieve its original price.

A Variation is binding only when confirmed by Adacon in writing.

Variations may affect price and completion time.

Adacon may require payment for a Variation before work begins.

Changes requested after approval may incur redesign costs, administration, restocking charges, material wastage, additional labour and delay costs.

Adacon may refuse a change that is unsafe, unlawful, impractical or incompatible with completed work.

Instructions given directly to a driver, installer or subcontractor do not change the Contract unless confirmed by Adacon.

Build times, delivery dates and Installation dates are estimates unless expressly guaranteed in writing.

Any programme starts only after required payment, drawing approval, Specification approval and receipt of all required Customer information.

Adacon may extend the programme for Customer changes, late decisions, late payment, component shortages, supplier delays, carrier delays, weather, labour shortages, regulatory requirements, site conditions and events outside Adacon’s reasonable control.

Adacon may complete and deliver the Contract in stages.

A delay does not entitle a Business Customer to liquidated damages, loss of profit or compensation unless expressly agreed in writing.

The Customer must promptly provide all decisions, approvals, access, information and payments.

Where Customer delay affects production, delivery or Installation, Adacon may charge reasonable storage, handling, transport cancellation, crane or HIAB cancellation, wasted labour, return visits, insurance and rescheduling costs.

Any estimated completion or delivery date may be withdrawn where the Customer causes delay.

The Unit price does not include delivery unless expressly stated.

Transport, unloading, HIAB, cranage, positioning and Installation are separate services unless the Quotation states otherwise.

The Customer must provide complete and accurate access information before transport is booked.

The Customer must disclose:

The Customer acknowledges that transport may involve articulated vehicles, low loaders, rigid lorries, HIAB vehicles or mobile cranes.

The Customer must ensure that all roads, entrances, driveways and hardstandings can safely support the vehicles and equipment.

The Customer or an authorised representative must be present throughout delivery and offloading.

If no authorised representative is present, Adacon may:

Adacon is not responsible for damage to paving, kerbs, grass, drains, manholes, surfaces or underground services caused by inadequate load-bearing capacity, concealed defects or incorrect information.

Units are large, heavy products that may require specialist transport.

Where the Customer contracts directly with an independent carrier:

Adacon may provide carrier details or assist with coordination without accepting responsibility for the carrier.

Where the Quotation states that Adacon arranges transport as the Customer’s disclosed agent:

Where Adacon itself contracts to supply delivery, the delivery charge is a separately itemised element of the Contract.

Merely itemising transport separately does not remove any mandatory Consumer right.

Transport is treated as performed when the Unit reaches:

Unless expressly agreed otherwise, the final offloading or placement position must be within 3 metres of a suitable road or hardstanding.

A suitable road or hardstanding must be:

The Customer must provide adequate clearance from buildings, fences and walls, trees, cables, scaffolding, parked vehicles and the public.

Standard HIAB delivery does not include lifting:

Any lift beyond 3 metres or over an obstacle must be disclosed and agreed before transport is booked.

Adacon may require photographs, measurements, video footage, a site survey or a lift plan.

The driver or crane operator has final authority to decide whether an offloading operation is safe.

Refusal to carry out an unsafe lift is not a breach of Contract.

If the intended position cannot safely be reached, the Customer must accept one of the following:

Offloading equipment is included only where expressly stated.

If the Customer has not paid Adacon to provide offloading, the Customer must supply at its cost:

Customer-provided equipment must be ready at the agreed time.

Adacon may refuse to permit unloading using equipment or personnel it reasonably considers unsafe or unsuitable.

The Customer is responsible for damage arising from Customer-provided lifting equipment, operators or instructions.

Unless the Quotation states otherwise, the delivery charge includes the first hour of waiting time at the Delivery Site.

Waiting time begins when the vehicle arrives at the Delivery Site or nearest lawful point it can reasonably reach.

After the first hour, waiting time is charged at £180 plus VAT for each additional hour or part of an hour.

Waiting time includes delay caused by:

If delivery cannot be completed for a reason within the Customer’s responsibility, the Customer must pay:

Redelivery will be arranged only after all applicable charges have cleared.

The Customer must inspect the Unit immediately on delivery.

Visible damage or missing items must, where reasonably possible, be:

Signing “unchecked” does not prove that damage occurred before delivery.

Concealed damage must be reported promptly following discovery.

Business Customers must report visible damage within 24 hours and concealed damage within 48 hours, unless a longer period is stated in the Quotation.

The Customer must retain packaging and must not alter the affected area until Adacon or the carrier has had a reasonable opportunity to inspect.

Adacon is not responsible for damage occurring during Customer-arranged transport, offloading, movement, storage, connection or Installation.

For Business Customers, risk passes on the earliest of:

Where the Customer arranges transport, risk passes when the Unit is released to the carrier.

Where delivery is delayed after Adacon gives completion notice because of the Customer, risk may pass when the storage-free period expires, subject to applicable law.

The Customer must insure the Unit from the time risk passes.

Consumer risk passes in accordance with applicable consumer law.

Legal title remains with Adacon until every amount due under the Contract has been paid in cleared funds.

Until title passes, a Business Customer must:

Risk may pass before legal title.

Where legally permitted following non-payment, Adacon may recover a Unit that remains its property.

Installation is limited to work expressly included in the Quotation.

Unless expressly included, Installation excludes:

The Customer must provide continuous access, suitable electricity and water, welfare facilities where reasonably required, parking and a safe working environment.

Adacon may use subcontractors.

The Customer is responsible for coordinating other contractors unless Adacon expressly agrees to do so.

Adacon is not responsible for delay or damage caused by the Customer’s contractors.

A Unit is substantially complete when it is capable of its principal agreed use, even where minor snagging remains.

Minor snagging does not entitle the Customer to:

Consumers should provide a snagging list within 7 days of delivery or completion.

Business Customers must provide a snagging list within 48 hours.

Adacon must be given a reasonable opportunity to inspect and remedy valid snagging.

The Customer must not instruct another contractor to carry out remedial work at Adacon’s expense without first providing notice and an opportunity to remedy, except in a genuine emergency.

Unless expressly itemised in the accepted Quotation, no Adacon commercial warranty, guarantee, maintenance plan or ongoing breakdown cover is included.

A commercial warranty means a separate contractual promise providing specified repair or breakdown cover for a stated period.

The absence of a commercial warranty does not remove:

No employee, driver, installer or subcontractor may create or extend a warranty verbally.

Statements that the Unit is durable, robust, low-maintenance or suitable for long-term use do not create a lifetime or ongoing warranty.

An optional warranty may be available at additional cost upon request.

A warranty is included only where:

Adacon is not required to offer a warranty for every Unit, use, Customer or location.

The separate warranty document will specify duration, covered items, exclusions, maintenance requirements, claim procedures and geographical limits.

Unless stated otherwise, a paid warranty does not include:

An optional warranty provides additional contractual cover and does not replace statutory consumer rights.

Certain appliances or components may carry a separate manufacturer’s warranty.

Any manufacturer warranty is subject to the manufacturer’s own duration, registration rules, servicing requirements, geographical limits and exclusions.

The Customer is responsible for completing registration unless Adacon agrees otherwise.

Adacon does not guarantee that every component includes a manufacturer warranty.

The Customer is responsible for routine maintenance after delivery.

This includes, where applicable:

Unless covered by statutory rights or a purchased warranty, call-outs, inspections, parts, labour and travel are chargeable.

Adacon may require an inspection or call-out charge before attendance.

Where inspection confirms an issue for which Adacon is legally responsible, the charge will be refunded or credited where required.

If the issue is not covered, the Customer must pay reasonable call-out, travel, investigation, labour, materials and specialist access costs.

Modular and container buildings require appropriate heating and ventilation.

The Customer must:

Condensation alone is not evidence of defective manufacture or water ingress.

Adacon is not responsible for mould, corrosion, staining, swelling or deterioration caused by inadequate ventilation, intermittent heating, excess occupancy moisture, wet storage or unsuitable use.

Cutting, drilling, welding, fixing, extending, relocating or altering a Unit may affect structure, weatherproofing, fire performance, certification and any optional warranty.

The Customer should obtain written approval before structural alterations.

Adacon is not responsible for defects caused or contributed to by third-party alteration.

If the Unit is relocated, the Customer is responsible for structural assessment, disconnection, transport, lifting, distortion protection, new foundations, reconnection, certification and planning requirements.

Orders placed by Business Customers are firm and binding.

A Business Customer has no right to cancel or return a Unit because:

Bespoke Units supplied to Business Customers are non-cancellable and non-returnable.

Stock Units supplied to Business Customers are also non-returnable unless Adacon expressly agrees otherwise in writing.

Adacon may agree to cancellation or return entirely at its discretion.

Any agreed cancellation or return may be conditional upon payment of design and administration, materials, labour and manufacture, supplier cancellation charges, transport and lifting, storage, restoration costs, reduction in value and other reasonable losses.

The Business Customer is responsible for return transport and risk unless Adacon agrees otherwise.

Most Adacon Units are manufactured, converted or adapted specifically for the Customer.

A Bespoke Unit includes a Unit that is:

Where the law permits, a Consumer has no change-of-mind cancellation right for goods made to their specifications or clearly personalised.

A Consumer cannot cancel or return a Bespoke Unit merely because:

This does not affect statutory rights where the Unit is faulty, misdescribed or otherwise fails to conform to the Contract.

Adacon may, at its discretion, allow cancellation before substantial design, procurement or production has begun.

Any refund following an agreed cancellation may be reduced by reasonable legally recoverable losses, including design work, surveys, administration directly relating to the Order, materials and components, supplier cancellation costs, completed work and other direct losses.

A Consumer who purchases a Stock Unit at Adacon’s premises has no automatic right to return it merely because they change their mind.

Adacon may voluntarily accept a return on terms agreed in writing.

Any voluntary return may require:

Statutory rights for faulty or misdescribed goods remain unaffected.

This clause applies to Stock Units, clearance units, ex-order units, ex-display units and any other Unit advertised or sold with a discount, marked as "sold as seen", "clearance", "ex-order", "ex-display" or with similar wording.

These Units are sold as seen and are supplied without any Adacon commercial warranty, guarantee, maintenance plan or ongoing breakdown cover, unless a separate written warranty is expressly purchased and itemised in the Quotation.

Because these Units are sold at a discount and may have been used, displayed, stored, modified, returned or held in stock, they cannot be cancelled or returned because the Customer changes their mind, and no refund will be given on a change-of-mind basis.

Statutory rights for faulty or misdescribed goods remain unaffected.

Adacon strongly recommends that the Customer views the Unit in person and satisfies themselves as to its condition, dimensions, finish, features and suitability before placing an Order. Photographs, descriptions and reports supplied by Adacon are indicative only and do not replace an in-person inspection.

This clause applies only where:

Subject to law, the Consumer may cancel within 14 days beginning on the day after the Consumer or their nominee receives the Unit.

The Consumer must clearly notify Adacon of the decision to cancel before the cancellation period expires.

The notice should identify:

Refusing delivery or failing to attend does not necessarily constitute valid cancellation.

Where a Consumer validly cancels a qualifying Stock Unit because of a change of mind, the Consumer is responsible for arranging and paying the direct cost of returning it, provided this responsibility was disclosed before the Contract.

Units cannot normally be returned by ordinary post and may require specialist haulage, a low loader, HIAB equipment, a mobile crane, permits, traffic management and specialist insurance.

Return transport may therefore be expensive.

Adacon is not required to collect a change-of-mind return.

If Adacon agrees to arrange return transport, the Consumer must pay the quoted cost before collection.

The Consumer remains responsible for the Unit until it is returned to Adacon or handed to a carrier appointed by Adacon.

The Consumer must ensure that the Unit is:

This clause does not make a Consumer responsible for return costs where the law requires Adacon to bear them because the Unit is faulty or non-conforming.

Where a Consumer validly cancels a qualifying distance-sold Stock Unit, Adacon will refund any outward delivery amount required by law.

Adacon is not required to refund additional delivery costs above the cost of the least expensive standard delivery option offered.

Where no lower-priced standard delivery option was offered, Adacon will not treat the only available delivery charge as a non-refundable premium where the law requires it to be refunded.

Separately performed services may remain chargeable to the extent permitted by law, including:

Charges caused by inaccurate access information, an unsuitable site, Customer absence or aborted delivery remain payable where legally permitted.

For Bespoke Units, no change-of-mind refund arises merely because delivery is separately itemised.

A Consumer may inspect a Stock Unit only to the extent reasonably necessary to establish its nature, characteristics and functioning.

Reasonable inspection would not normally include:

The Customer must stop using the Unit after giving cancellation notice.

The Unit must be returned:

Adacon may deduct from a lawful change-of-mind refund an amount reflecting reduction in value caused by handling or use beyond what was reasonably necessary to inspect the Unit.

The deduction may reflect:

The deduction may include the reasonable cost of inspection, cleaning, repair, replacing missing components, restoration and any remaining loss of resale value.

Adacon may photograph the Unit before delivery and after return.

Adacon will provide a reasonable explanation of any material deduction.

Subject to applicable law, Adacon may withhold a change-of-mind refund until the Unit has been returned, or the Consumer provides satisfactory evidence of return, whichever occurs first.

Proof that a carrier has merely been booked does not necessarily prove the Unit has been returned.

Refunds will ordinarily be made using the original payment method.

Adacon may deduct amounts lawfully due before issuing the refund.

Any alleged fault or damage must be reported promptly in writing.

The notification should include:

The Customer must give Adacon reasonable access to inspect, test, investigate and photograph the Unit.

Except in a genuine emergency, the Customer must not return, dismantle, relocate, repair or alter the Unit at Adacon’s expense without prior written authority.

Adacon is not responsible for unnecessary or excessive third-party costs incurred without giving it a reasonable opportunity to respond.

This clause applies to Business Customers.

A Business Customer may not reject or return a Unit because of an alleged defect unless:

Where Adacon accepts responsibility, it may choose to:

Adacon may select the reasonable method, location, contractor and programme for remedial work.

A repairable defect does not entitle a Business Customer to reject the Unit where:

Minor snagging, cosmetic imperfections and isolated defects do not justify rejection of the entire Unit.

Where only one component is defective, the remedy will ordinarily be limited to that component.

Once a defect has been properly repaired and the Unit substantially conforms to the Contract, the Business Customer cannot reject it merely because repair was required.

Nothing in these Terms restricts a Consumer’s statutory rights.

A Consumer may have remedies where the Unit:

Whether an issue is a statutory defect depends on matters including the Specification, price, age, intended use, normal tolerances and information disclosed before purchase.

A Consumer does not have a right to reject for:

Nothing in these Terms requires a Consumer to accept a repair instead of exercising a valid statutory short-term right to reject.

A Consumer seeking to reject must:

Inspection must not unreasonably delay a valid statutory remedy.

If the Consumer agrees to or requests repair during the short-term rejection period, the applicable statutory rules concerning the rejection period will apply.

After expiry of any applicable short-term rejection period, a Consumer will ordinarily be required to allow repair or replacement before seeking final rejection or a price reduction, subject to law.

Adacon may:

A repair or replacement for which Adacon is legally responsible will be provided within a reasonable time, without significant inconvenience and without charge to the Consumer.

When assessing a reasonable time and significant inconvenience, relevant factors include:

Where a repair brings the Unit into conformity and leaves it safe and substantially capable of its agreed use, the Consumer cannot reject it merely because:

The repair must bring the Unit into conformity with the Contract but does not have to improve it beyond the agreed Specification.

Subject to law, a Consumer may become entitled to a price reduction or final rejection where:

A Consumer cannot reject the entire Unit where:

Any lawful deduction for use may be made where permitted.

Where the Unit remains safe and substantially usable, the Customer must take reasonable steps to protect and maintain it while remedial work is arranged.

Adacon may provide an interim measure while permanent parts or specialist contractors are arranged.

The Customer must stop using the affected area if continued use would:

Adacon is not responsible for avoidable additional loss caused by continued use after the Customer knew it would worsen the issue.

The Customer must provide reasonable access on agreed dates.

The Customer must ensure:

Delay caused by refusal or failure to provide access is not delay by Adacon.

Adacon may charge a fair disclosed wasted-attendance fee where an agreed appointment cannot proceed because the Customer failed to provide access.

Except in a genuine emergency, the Customer must not instruct third-party repairs at Adacon’s expense without first:

Adacon is not required to reimburse:

This does not prevent proportionate emergency action reasonably necessary to protect health, safety or property.

Subject to mandatory consumer rights, Adacon is not responsible for issues caused or contributed to by:

Nothing excludes or limits liability for:

Subject to clause 59.1, Adacon is not liable to a Business Customer for:

Adacon is not responsible for Business Customer losses caused by:

Subject to clause 59.1 and to the extent reasonable and lawful, Adacon’s total aggregate liability in connection with the Contract will not exceed the total amount paid to Adacon under that Contract.

Where a claim concerns one identifiable component or Service, liability will, where reasonable, be limited to the amount paid for that component or Service.

Any exclusion or limitation is subject to any applicable statutory reasonableness requirement.

Adacon is responsible for foreseeable loss caused by its breach of Contract or failure to use reasonable care and skill.

Adacon is not responsible for:

Nothing excludes liability that cannot lawfully be excluded.

A Business Customer will indemnify Adacon against reasonable losses and claims arising from:

The indemnity does not apply to the extent the loss was caused by Adacon’s negligence or breach.

Adacon is not in breach for delay or failure caused by events beyond its reasonable control.

These include:

Time for performance will be extended for a reasonable period.

If such an event continues for more than 90 days, either party may terminate the outstanding portion of the Contract.

The Customer must pay for completed work, committed materials and irrecoverable costs.

Adacon or its licensors retain ownership of all intellectual property in:

The Customer receives a limited licence to use final drawings solely for the particular Unit and project.

The Customer must not copy, manufacture from, license, sell or disclose Adacon’s designs for another project without permission.

Adacon may reuse its general ideas, methods, skills and know-how.

Adacon may photograph or film the Unit during manufacture, delivery or Installation.

Adacon may use images for its portfolio and marketing, provided it does not publish personal information or a precise residential address without permission.

A residential Customer may request before delivery that identifiable images of their property are not published.

Adacon will process personal information in accordance with its privacy policy and applicable data-protection law.

The Customer confirms that it has authority to provide personal information relating to its employees, agents and contractors.

Complaints must be submitted promptly in writing.

The complaint should include:

The Customer must cooperate with reasonable inspection and investigation.

Nothing prevents a Customer from:

Knowingly false or defamatory statements remain subject to applicable law.

This clause applies only to Business Customers.

Any dispute arising from or connected with the Contract, including its existence, validity, interpretation, performance, breach or termination, must be finally resolved by arbitration.

The arbitration will be conducted under the Arbitration Act 1996 as amended or replaced.

The tribunal will consist of one arbitrator.

The parties will attempt to agree the arbitrator within 14 days of a written arbitration request.

If they cannot agree, either party may request appointment by the President of the Law Society of England and Wales or their nominee.

The arbitrator should be a solicitor, barrister, chartered surveyor, construction professional or other suitably qualified person with at least 10 years’ relevant experience.

The seat and legal place of arbitration will be Manchester, England.

The language will be English.

The arbitrator may determine:

The party beginning arbitration must initially pay any appointment fee or requested deposit, subject to final reallocation by the arbitrator.

The award is final and binding, subject to rights available under arbitration legislation.

Nothing prevents either party from:

If proceedings are started contrary to this arbitration agreement, either party may apply for a stay in favour of arbitration.

Consumers are not required by these Terms to submit to binding arbitration before a dispute arises.

After a dispute arises, Adacon and the Consumer may voluntarily agree to mediation, arbitration or another dispute-resolution process.

Consumers retain access to any court having jurisdiction under applicable law.

The Contract and any non-contractual dispute are governed by the law of England and Wales.

Subject to the Business Customer arbitration clause:

Notices must be sent in writing by email, hand or post to the last address notified by the receiving party.

An email is treated as received when sent, provided no delivery-failure notification is received.

If sent outside normal business hours, it is treated as received on the next Business Day.

This clause does not alter formal rules for service of court or arbitration documents.

Adacon may subcontract any Service.

Adacon remains responsible for subcontracted work to the extent required by the Contract.

A Business Customer may not assign or transfer the Contract without Adacon’s written consent.

Adacon may assign the Contract to a group company or as part of a transfer of its business.

No person other than Adacon and the Customer has a right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.

The Contract contains the entire agreement between the parties concerning its subject matter.

The Customer confirms that they have not relied upon a statement or promise not included in the Contract.

Nothing excludes liability for fraud or fraudulent misrepresentation.

A failure or delay in enforcing a right does not waive that right.

Any waiver must be in writing and applies only to the specific circumstances for which it is given.

If any provision is invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

If modification is not possible, it will be deleted without affecting the remaining Terms.

The Terms applying to an Order are the version presented to and accepted by the Customer when the Contract is formed.

Adacon may update its website Terms for future Orders.

A later website update does not retrospectively alter an existing Contract unless the parties agree in writing or the change is legally required.