Terms & Conditions of Sale
Alpha Digital Solutions Ltd
1. Definitions
In these conditions the following expressions shall have the following meaning; -
| “Alpha Digital” | means Alpha Digital Solutions Ltd |
| “Customer” | means the person, firm or company placing the order |
| “Goods” | means any products or services to be supplied pursuant to the order |
| “Order” | means an order placed by the customer |
| “Contract” | means the contract constituted by acceptance of the Order |
2. Ruling Conditions
a) All Contracts of sale made by or on behalf of Alpha Digital are subject to these Conditions, unless they are excluded or varied by express written agreement between Alpha Digital and the Customer. In particular, Alpha Digital accepts the Customer’s Order for Goods upon these conditions to the exclusion of any printed Terms & Conditions of the Customer, which shall not form part of the Contract. Acceptance of delivery of the Goods from Alpha Digital shall be conclusive evidence before any court or arbitrator that these conditions apply to the sales of such Goods.
3. Orders
a) All Orders for the Goods submitted by the Customer shall be in writing or by facsimile and shall stipulate the type and quantity of Goods ordered together with the requested date of delivery and delivery destination.
b) Any Orders for the Goods notified to Alpha Digital by telephone shall be confirmed by the Customer in writing or by facsimile duly marked with any confirmation reference given by Alpha Digital otherwise Alpha Digital cannot accept responsibility for any duplication of delivery that may occur.
c) Any confirmation of the Customer’s Order given to Alpha Digital shall be deemed to be provisional only.
d) In the event that Alpha Digital has not given a written acknowledgement of the Customer’s Order, these conditions (provided the Customer has had prior notice of them) shall nonetheless apply to the Contract.
e) Alpha Digital reserves the right to correct any clerical or typographical errors made by its employees or suppliers at any time.
4. Quotes
a) Quotes issued by Alpha Digital are not offers capable of acceptance so as to make a binding Contract.
5. Prices
a) All prices quoted by Alpha Digital are those current at the time of the Customer’s enquiry.
b) The Customer agrees that Alpha Digital have the right at any time prior to delivery of the Goods to withdraw any discount, and/or to revise any price quoted if, after Alpha Digital acceptance of any Order if i) there is an increase or decrease in Alpha Digital applicable prices for such (or similar) Goods, ii) there is an increase or decrease in the cost to Alpha Digital of supplying the Goods whether by reason of exchange rate fluctuations, third party charges, or otherwise.
c) Unless otherwise specified VAT and any other duties or taxes payable by the Customer shall be added to the price.
6. Payment
a) Where credit is given, payment is to be made within 30 days of delivery.
b) Where cash discounts are granted, VAT is calculated on the discounted price.
c) All express deliveries are charged extra on all Orders regardless of invoice value.
d) Interest at 4% per month (or part of a month) will be payable by the Customer to Alpha Digital on any overdue payments.
7. Delivery
a) Any delivery date quoted or mentioned by Alpha Digital whether verbally or otherwise are estimates only. Whilst Alpha Digital shall use all reasonable endeavours to meet the delivery dates requested by the Customer (subject to acceptance by Alpha Digital of the Customer’s Order) it does not guarantee to do so. Time shall not be of the essence and Alpha Digital shall have no liability to the Customer if it fails to meet any requested, quoted, estimated or agreed date of delivery.
b) Alpha Digital shall not be liable to the Customer in any way whatsoever for any delay in delivery and the Customer shall not be entitled to refuse to accept Goods because of late delivery, unless previously agreed in writing.
c) Unless otherwise agreed, delivery shall take place when the Goods are delivered to the Customer at the address specified on the despatch note.
d) Goods may be delivered in advance of the quoted delivery date upon giving reasonable notice to the Customer.
e) Alpha Digital reserves the right to deliver Goods in instalments where necessary. Where Goods are delivered in instalments payment will be due against the delivery of each instalment. Failure by Alpha Digital to deliver any one or more instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated. No defect or default in any part delivery of the Goods shall entitle the Customer to treat the Contract as repudiated for the balance of the Goods remaining to be delivered under it.
8. Warranties
a) Alpha Digital sells Goods with the benefit of the either the original manufacturers’, suppliers’ or its own warranty. Alpha Digital will honour and pass on any manufacturers’ or suppliers’ warranty in full where applicable, or in the event of Alpha Digital Warranty will honour warranty for 30 days from the delivery of Goods, unless otherwise stated previously.
b) Alpha Digital will accept liability for defective Goods only to the extent that Alpha Digital itself is entitled to make corresponding claim under the manufacturers or suppliers warranty except where Alpha Digital own negligence can be established, and in any event Alpha Digital plans liability under this clause or for any breach of the Contract or any liability arising in connection with it shall be limited to the price of the Goods complained of.
c) Alpha Digital shall be under no liability under the above warranty if the total price of the Goods has not been paid by the due payment date.
d) Alpha Digital shall not be liable to the Customer in any circumstances whatsoever for any consequential loss whether for loss of profit otherwise, whatsoever (and whether caused by the negligence of Alpha Digital, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer or any breach of the Contract or any liability arising in connection with the Contract.
e) Any claim by the Customer based on a defect in the quality of the Goods shall be notified to Alpha Digital immediately by which a returns procedure is then undertaken. Alpha Digital accepts no liability for any damage to or loss in transit of Goods returned to Alpha Digital.
9. Returns
a) Faulty Goods must be reported within 24 hours of receiving
b) The Customer shall be entitled to return the Goods or cancel Orders for the Goods without Alpha Digital prior to consent. Such consent will not be given where the Goods concerned have been specially purchased by Alpha Digital to meet the Customer’s requirements. If Alpha Digital accepts the cancellation of an Order it reserves the right to make a restocking charge of 25% of the invoice value of the Order cancelled and to charge for the cost of return transport.
c) All Goods to be returned must be in the same condition as they were shipped with original packaging boxes complete with all parts.
10. Force Majeure
Alpha Digital shall not be liable to the Customer, or be deemed to be in breach of the Contract by reason or any delay in performing or any failure to perform any of Alpha Digital’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Alpha Digital reasonable control i.e. Act of God, war, strike, etc.
11. Title
Notwithstanding delivery and the passing of risk, property of the Goods shall remain the property of Alpha Digital until payment is received in full by or on behalf of the Customer of all sums due or incurred. Once payment is fully received, property in the Goods shall pass to the Customer.
12. Variation of Terms
Alpha Digital reserves the right formally to vary these terms & conditions by no less than seven days in writing to the Customer. The Customer shall be entitled to reject any such variation by a counter-notice to be served writing seven days of Alpha Digital notice, but unless the Customer so rejects them the Customer shall be conclusively deemed for all purposes to have accepted such variation which shall be deemed to have come into effect at the expiry of the period of notice specified in Alpha Digital notice. These Terms and Conditions and any subsequent variation thereof as aforesaid shall supersede all previous Terms and Conditions of trading between Alpha Digital and the Customer.
13. Termination
Alpha Digital shall be entitled to terminate any Contract forthwith without prejudice to its own rights accrued at the date of such termination and to recover damages in the event of any breach by the Customer of its obligations hereunder or if the Customer shall be adjudicated bankrupt or has a receiving Order against it, or being a company, if an administrator, administrative receiver or a receiver is appointed of the whole or any part of its assets or undertaking or winding-up Order is taken against the Customer.
14. Intellectual Property
The Customer will identify Alpha Digital against all damages, penalties, costs, losses and expenses suffered by Alpha Digital or for which it may become, liable in respect of the infringement of any intellectual property including any patent, copyright, design, right, Trademark or trade name. All catalogues submitted by Alpha Digital shall remain the property of Alpha Digital together with the copyright therein and may not be copied or used for any purpose other than for what they are supplied.
15. Law
These Terms & Conditions shall be governed by the English Law and the parties hereby submit to the jurisdiction of the English Courts.
16. Solaris Disclaimer
Only Sun Microsystems is authorised to distribute a Solaris License. Alpha Digital does not have the right to distribute Solaris software. As the final user the Customer must obtain a legal Solaris License. Alpha Digital will strip Solaris Operating Systems from Goods supplied.