In these Conditions the following terms are defined below :
“Agreement” means these Conditions, the Order Confirmation and the ALTECH UK Documentation that is expressly incorporated by reference by ALTECH UK on the Order Confirmation, or by any other written or electronic means.
“ALTECH UK” means ALTECH UK LABELLING TECHNOLOGIES LTD, registered address Unit 2220 Central Park, Western Avenue, Bridgend, Mid Glamorgan. CF31 3RT.
“ALTECH UK Documentation” means the applicable, valid and current Quotation, Order Confirmation, Service Description or any correspondence relating to these Conditions.
“Charges” means the Equipment charges, Software charges, Consumables charges, Service charges or any other applicable charges as set out in the Agreement.
“Commencement Date” means the date as contained in the Order Confirmation.
“Customer” means the customer identified in the Quotation, Order Confirmation and/or Service Description for whom ALTECH UK is to supply the Equipment, Software, Consumables and/or Services.
“Consumables” means the products that the Customer uses recurrently which are to be supplied and as identified in the Order Confirmation.
“Deposit” means the sum due to ALTECH on submission of the Order Confirmation of an amount as set out in clause 10 a), unless agreed otherwise in writing.
“Equipment” means the equipment and hardware which is to be supplied and as identified in the Order Confirmation.
“Goods” means any Equipment, Software or Consumables forming the subject of an Order.
“Order” means the order by the Customer of such Equipment, Software, Consumables or Services from ALTECH UK as are specified in a Purchase Order.
“Order Confirmation” means the ALTECH UK Order Confirmation incorporating these Conditions and/or the Customer's Purchase Order which may be accepted by ALTECH UK in accordance with clause 3.4 provided that these Conditions are automatically incorporated into such Purchase Order and subject always to clause 2.1.
“Party/Parties” means ALTECH UK and/or the third party that has placed an Order with ALTECH UK.
“Purchase Order” means a purchase order placed by the Customer with ALTECH UK for Services which may be by way of formal written purchase order in the Customer's standard format or by way of other instructions to carry out Services, whether in writing or agreed orally between the Parties.
“Quotation” means the written quotation or estimate for the Equipment, Consumables, Software and/or Services to be provided by ALTECH UK.
“Services” means the services ALTECH UK shall deliver and are identified in detail in the relevant Service Description.
“Service Description” means the description of services to be provided by ALTECH UK which may include support services or any other services each as defined in a Service Description within the Agreement.
“Software” means the software programs and each and every component thereof, including all upgrades or releases thereof, non-chargeable developments existing now or made available in the future, and all related documentation, which may be supplied by ALTECH UK or its sub-contractors in connection with the provision of the Service, whether integral to Equipment or otherwise.
Notwithstanding a duly executed agreement signed by both Parties to the contrary, the Parties contract on these Conditions which shall prevail over any inconsistent terms which the Customer may seek to introduce on any Purchase Order or any other communication for the supply of Equipment, Software, Consumables or Services. Such inconsistent terms shall have no effect on any supplies made by ALTECH UK to the Customer and these Conditions are the only conditions which apply to the supply of Equipment, Software, Consumables or Services by ALTECH UK.
ALTECH UK shall supply and the Customer shall pay the Charges for Goods and/or Services as set out in the Order Confirmation in accordance with these Conditions.
Once an Order Confirmation has been issued it may not be cancelled without the written consent of ALTECH UK. Any Deposit paid upon Order Confirmation is non refundable upon subsequent cancellation by the Customer. If any Agreement is cancelled with the consent of ALTECH UK, the Customer shall in addition, reimburse ALTECH UK for all reasonable costs incurred by ALTECH UK in fulfilling the Order to the date of cancellation.
3. Quotations, Orders and Acceptances
Quotations will be given by ALTECH UK in writing and shall remain valid for a period of 30 days from the date of issue and thereafter be deemed invalid unless confirmed to the contrary by ALTECH UK.
All prices quoted are ex-works exclusive of carriage, transit, packing, insurance and VAT unless expressly stated otherwise.
Quotations shall not be deemed to bind ALTECH UK or form any contractual liability unless and until the Customer places a Purchase Order in writing and that Purchase Order is accepted by ALTECH UK in accordance with clause 3.4hereof.
Orders made by the Customer to ALTECH UK shall not bind ALTECH UK or form any contractual liability unless and until the earlier of (i) the return by ALTECH UK of an Order Confirmation to the Customer or (ii) upon ALTECH UK acting in accordance with the Customer's instructions in the Purchase Order.
ALTECH UK reserves the right to revise or alter Quotations before an Order Confirmation is issued in the event of any unforeseen rise in the cost to ALTECH UK of manufacture and/or supply of Equipment, Software Consumables and/or Services.
The Customer warrants that information supplied to ALTECH UK for the purpose of Quotation is accurate and correct. In the event that information so supplied by the Customer proves incorrect or inaccurate or different in practice, or the Customer changes any specifications for the for the supply of Equipment, Software, Consumables or Services, ALTECH UK reserves the right to revise all Charges by way of revised Quotation, which Quotation shall be deemed the only Quotation for the purpose of this Agreement. In the event that work has commenced on Equipment by ALTECH UK on inaccurate or incorrect information or information proving different in practice to that supplied by the Customer prior to the Order Confirmation, ALTECH UK shall notify the Customer accordingly and the Customer from the date of such notification shall be liable for all additional Charges, costs, expenses and other charges incurred by ALTECH UK to that date, which sum shall be payable in accordance with these Conditions.
ALTECH UK warrants that all Quotations will be prepared and given in good faith and all reasonable care will be taken in their accuracy but in any event ALTECH UK reserve the right to alter construction, materials, sizes and weights of Equipment described in any Quotation, literature or advertisement which may include approximations and do not form a part of the Agreement unless specifically specified therein.
4. Drawings, Models and Illustrations
Any drawings, models or illustrations or other information issued by ALTECH UK or contained in price lists or any other literature shall be treated as the property of ALTECH UK and the Customer shall take all necessary and proper steps to ensure that the same are returned in good condition (or destroyed at ALTECH UK's sole discretion) and that no copies are taken and no details are given to third parties.
The Customer shall at all times do all things necessary to protect any copyright or patentable intellectual property owned by ALTECH UK and to bring to the attention of ALTECH UK any potential breaches of copyright or patent or any other interference by others which may prejudice or otherwise affect the interest of ALTECH UK.
All label designs undertaken by ALTECH UK must be verified and signed off by the Customer to ensure all information contained therein, including barcodes, is correct. ALTECH UK will not be held responsible for the accuracy of label designs and data.
ALTECH UK shall use its reasonable endeavours to deliver or complete or procure the delivery of the Equipment, Consumables, Software and/or Services to such location as stated in the Order Confirmation on or before any specified date for delivery. Unless specifically agreed, delivery date is not "of the essence". Delivery dates are subject to confirmation and may be varied by ALTECH UK on giving reasonable notice to the Customer in writing.
The Customer shall provide sufficient labour and equipment to offload the Goods at the place of delivery. Delivery may be made in instalments
6. Loss or damage in transit
When the Charges quoted includes delivery, ALTECH UK shall repair or replace free of charge any Goods damaged in transit or not delivered in accordance with the advice note, subject to the following conditions:
All Goods must be examined by the Customer immediately on receipt and in all instances within 2 working days of delivery.
The delivered Goods are to be accepted by the Customer if they have no more than immaterial defects. Crates and other packaging material are to be checked prior to acceptance to determine any damage or theft. Damaged Goods are to be accepted from the carrier only after his written acknowledgement of the damage. A defect in part of a consignment does not entitle the Customer to reject the entire delivery. Where breakage or shortage has been sustained or occurred the carriers receipt note must be endorsed to this effect and the Customer must in addition notify ALTECH UK within 48 hours to this effect.
All damaged Goods which are accepted must be kept for inspection by ALTECH UK or the carrier until otherwise advised by ALTECH UK.
In the event that Goods ordered are not received by a specified delivery date, ALTECH UK must be notified thereof in writing immediately.
Failure to observe the above conditions may result in ALTECH UK rejecting any claim for rectification or resupply of damaged or missing Goods. ALTECH UK's liability for non-delivery or short delivery or damage in transit shall in any event be limited by and subject to the terms governing the liability of the carrier.
Installation of Goods will be subject to the following conditions
Quotations will be given for installation, such Quotations being subject to the provisions contained in clause 3 of these Conditions and paragraph c) of this clause.
The Customer will ensure that ALTECH UK has access to the delivery site and all necessary facilities for the installation, fitting and movement of Equipment, testing and use or other facilities as specified by ALTECH UK.
The Customer will ensure that sufficient and representative samples are made available for Equipment testing, and that all necessary staff members required to use the Equipment are made available for training on the day of the agreed installation, at times agreed with the installing ALTECH UK representative.
ALTECH UK will not be responsible for making good any other works, equipment or facilities of the Customer in order to install the Equipment supplied by ALTECH UK, unless specifically set out in the Agreement.
The Customer will provide adequate insurance cover for ALTECH UK on site and will in any event indemnify ALTECH UK against any costs, claims, demands or other expenses incurred by ALTECH UK or its staff as a result of the negligence or other actions of the Customer.
8. Title, Risk and Ownership
Risk in the Goods shall pass to Customer on their delivery to the Customer. Title in the Equipment and Consumables (excluding any rights in Software) shall pass to the Customer on receipt by ALTECH UK of full and cleared payment for the price of the Equipment and Consumables (including VAT) as set out in the ALTECH UK Documentation. ALTECH UK retains the right to access and recover any Goods which are not fully paid for.
In relation to any Software the copyright or other intellectual property rights therein shall remain vested in the owner thereof and the Customer shall where necessary, enter into an intellectual property user licence agreement with the owner of such Software, in such form as may be prescribed by the owner. The Customer shall abide by the terms of and be responsible for any end user licence agreement with the Software owner.
ALTECH UK warrants it has the right to provide or procure the provision of the Goods to the Customer and that the Customer shall have the right to use the Goods.
The warranties and remedies given by ALTECH UK to Customer in respect of Equipment, Consumables or Software are those which are given by the manufacturer or owner of such Equipment, Consumables or Software to ALTECH UK (with all necessary changes) and are subject to any relevant limitations and exclusions imposed by such manufacturer or owner. ALTECH UK shall provide Customer with details of such warranties and remedies for breach of such warranties (if applicable) upon request.
The Customer's sole remedy for breach of any warranties in clause 9.2 is to require ALTECH UK to repair, replace or refund (at ALTECH UK's option) the defective item within a reasonable time at no charge to the Customer provided any such defect is notified to ALTECH UK during the applicable warranty period. The Customer shall provide all information as may be reasonably necessary to assist ALTECH UK in repairing the defective item including, without limitation, sufficient information to enable ALTECH UK to re-create the defect so as to remedy it.
ALTECH UK shall not be liable for a breach of the warranties in clause 9.2 if such breach arises directly or indirectly as a result of any of the following:
The Customer makes or causes to be made any modifications to the Equipment, Consumables or Software without ALTECH UK's consent.
The Equipment, Consumable or Software is used in combination with any machinery, software and/or materials not supplied by ALTECH UK or not recommended by ALTECH UK.
The Software, Equipment or Consumable is not used in accordance with the manufacturers instructions or those provided by ALTECH UK.
Causes external to the Software, Consumables or Equipment which were not within the reasonable control of ALTECH UK including but not limited to failure or fluctuations of electrical power, fire, flood or other natural disasters commonly regarded as force majeure events.
10. Charges and Payment
The Customer shall pay to ALTECH UK all Charges due for the sale and supply of Goods and Services, together with taxes and charges due thereon in the following manner, unless otherwise agreed between the Parties in writing in the Agreement:
40% payable immediately upon submission of the first invoice following the Order Conformation, by way of a non-refundable Deposit.
50% payable prior to despatch or delivery of the Goods or Services by ALTECH UK payable immediately upon submission.
10% payable within thirty days of the date of ALTECH UK's final invoice.
ALTECH UK reserves the right to charge interest on all undisputed amounts overdue by more than 30 days at a rate of 8% over the base rate of the Bank of England from time to time.
No deduction shall be made by the Customer from ALTECH UK invoices or Charges for any reason whatsoever. The existence of claims or purported claims against ALTECH UK shall not be a valid reason for withholding payment.
All Equipment, Consumables and Software shall remain the property of ALTECH UK until payment by the Customer of all Charges. Delivery of Equipment shall not constitute the passing of title by ALTECH UK and ALTECH UK reserve the right to repossess such Goods or part thereof against any unpaid Charges or sums remaining due after a period of sixty days from the time when payment was due and the Customer hereby grants ALTECH UK right of entry during normal business hours to any premises in which the Goods are situated for such repossession.
Subject to clause 11.3 in no event shall ALTECH UK be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for any of the following:
Loss of profit.
Loss of business.
Loss of goodwill.
Loss of contracts.
Loss of revenues.
Loss of anticipated savings.
Increased costs or expenses.
Loss of, damage to or corruption of data.
Special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement.
Subject to clause 11.3 and without prejudice to clauses 11.1 and 11.3 and the Customer's obligations to pay any Charges hereunder, the Parties' maximum liability under this Agreement is limited in respect of each event or series of connected events to the value of all sums actually received by ALTECH UK under the Agreement for Goods or Services.
Nothing in this Agreement shall exclude or limit the liability of either Party for death, personal injury or fraudulent misrepresentation caused by its negligence to the extent that the same is prohibited by UK statute.
ALTECH UK's sole obligations and liabilities in respect of the provision of the Goods and Services are as stated in these Conditions and all other representations (innocent or negligent), conditions, warranties and terms express or implied whether by statute, law or otherwise are hereby excluded to the fullest extent permitted by law.
Each Party shall treat as confidential such information obtained from the other during the course of negotiations and pursuant to an Agreement (including, where the Customer is the recipient, without limitation, the Software, the Equipment, the Consumables and the ALTECH UK Documentation) and shall not divulge such information to any person (except to such Party's own employees and then only to those employees who need to know the same) without the other Party's prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such Party. Each Party shall ensure that its employees are aware of and comply with the provisions of this clause.
The Customer may not solicit (whether directly or indirectly) the employment of any of ALTECH UK's employees who are directly involved in the performance of an Agreement during the performance of the Agreement, or for 12 months thereafter and in the event that a Customer does solicit any such employees as aforesaid, the Customer shall indemnify ALTECH UK for any and all costs incurred by ALTECH UK as a result of the disruption caused, including agency fees.
The Customer shall not assign the benefit of this Agreement in whole or in part without the prior written consent of ALTECH UK.
Neither Party shall be responsible for any failure to perform these obligations for reasons beyond its reasonable control due to force majeure.
Save as expressly stated herein the Parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.
The UK shall be considered the principal place of performance of services or publication of material over the Internet and these Conditions and the Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
No failure or delay of either Party in exercising any right, power, or privilege under these Conditions (and no course of dealing between the Parties) shall operate as a waiver thereof.
If any provision of these Conditions or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.
This Agreement is not intended to create a joint venture or partnership between the Parties and neither Party is authorised to act as the agent of the other.
Any notices or communications concerning an Agreement (except communications relating to the Goods or Services for which facsimile transmission or email is sufficient) should be in writing and served by prepaid first class post or by courier and shall be deemed to have been given five (5) business days following posting or to have been given one day after being sent by overnight courier delivery.