aPeComputers

aPeComputers Terms Of Sale

aPeComputers and aPe Computers Ltd may be from hereon in also known as the seller.

1. ACCEPTANCE

THE TERMS OF SALE CONTAINED HEREIN APPLY TO ALL THE ONLINE ORDERS, QUOTATIONS MADE AND PURCHASE ORDERS ENTERED INTO BY THE SELLER. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN BUYER'S PURCHASE ORDER AND SOME MAY BE NEW. THIS ACCEPTANCE IS CONDITIONAL ON BUYER'S ASSENT TO THE TERMS SET OUT HERE IN LIEU OF THOSE IN BUYER'S PURCHASE ORDER. SELLER'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THIS ACCEPTANCE. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF THE aPe Computers Ltd BEFORE BECOMING BINDING ON EITHER THE SELLER OR THE BUYER.

All purchases, orders or contracts must be approved and accepted by the Seller at its head office. These terms shall be applicable whether or not they are attached to or enclosed with the products to be sold hereunder. Prices quoted for the items described above hereby are firm, not negotiable and not subject to audit.

By paying your invoice and using our services you agree to abide by all our General terms and Conditions and All Other Terms and Conditions either by invoice or site descriptive fo each and every service purchased. It is your responsibility to read and agree to the services and by paying the invoice or bill you agree to accept all terms and conditions of this company.

2. PAYMENTS

2.1 Unless otherwise agreed, online purchases are payable at point of sale - all invoices are due and payable thirty (30) days from date of invoice. No discounts are authorised. Shipments, deliveries and performance of work shall at all times be subject to the approval of aPeComputers Ltd credit department and the Seller may at any time decline to make any shipments or deliveries or perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to such departments.

2.2 If, in the judgement of the aPeComputers Ltd, the financial condition of the Buyer at any time does not justify continuation of production or shipment on the terms of payment originally specified, the Seller may require full or partial payment in advance and, in the event of the bankruptcy or insolvency of the Buyer or in the event any proceeding is brought by or against the Buyer under the bankruptcy laws, the Seller shall be entitled to cancel any outstanding order and shall receive reimbursement for its cancellation charges.

2.3 Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. If shipments are delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make shipment. If the work covered by the purchase order is delayed by the Buyer, payments shall be made based on the purchase price and the percentage of completion. Products held for the Buyer shall be at the risk and expense of the Buyer. The Seller reserves the right to ship its order and make collection by sight draft and bill of lading attached.

2.4 Buyer agrees to pay Seller at its office in Dudley, West Midlands, UK, for the articles described herein, if all the articles are not delivered at one time. Buyer agrees to pay on the terms stated, the unit price applicable to the articles so delivered.

3. TAXES

Unless otherwise specifically provided herein, the amount of any present or future sales, revenue, excise, or other tax applicable to the products covered by this order or the manufacture or sale thereof shall be added to the purchase price and shall be paid by the Buyer or, in lieu thereof, the Buyer shall provide the Seller with an appropriate tax exemption certificate.

4. EX-WORKS

All sales are made Ex-works. Seller's title passes to Buyer and Seller’s liability as to delivery ceases upon making delivery of material purchased hereunder to carrier at shipping point, the carrier acting as Buyer’s agent. All claims for damages must be filed with the carrier. Shipments will normally be made by Royal Mail Parcel Post, DHL, UPS, or Home Delivery. Unless specific instructions from Buyer specify which of the foregoing methods of shipment is to be used, the Seller will exercise his own discretion.

5. DELIVERY

Shipping dates are approximate and are based upon prompt receipt from Buyer of all necessary information. In no event will Seller be liable for any reprocurement costs or damages of any kind arising out of delay or non-delivery due to causes beyond its reasonable control including but not limited to acts of God, acts of civil or military authority, priorities, fires, strikes, lockout, slow-downs, factory or labour conditions, weather, errors in manufacture and inability due to causes beyond the Seller’s reasonable control to obtain necessary labour, materials, or manufacturing facilities. In the event of any such delay, the date of delivery shall at the request of the Seller, be deferred for a period equal to the time lost by reason of delay..

6. PATENTS

The Buyer shall hold the Seller harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Buyer’s designs, specifications, or instructions. The sale of products by the Seller does not convey any license by implication, estoppel, or otherwise under patent claim covering combinations of said products with other devices or elements.

Except as otherwise provided in the concomitant paragraphs, the Buyer shall defend any suit or proceeding brought against the Seller, so far as based on a claim that any product or any part thereof, furnished under this contract constitutes an infringement of any patent of the United Kingdom, if notified promptly in writing and given authority, information and assistance (at the Buyer's expense) for the defence of same, and the Buyer shall pay all damages and costs awarded therein against the Seller. In case said product or any part thereof is, in such suit, held to constitute infringement of patent, and the use of said product or part is enjoined the Buyer shall, at its own expense, either procure for the Seller the right to continue using said product or part, replace same with non-infringing product, modify it so it becomes non-infringing, or remove said product and refund the purchase price and the transportation and installation costs thereof. The forgoing states the entire liability of the Seller for patent infringement by said products or any part thereof.

THIS PROVISION IS STATED IN LIEU OF ANY OTHER EXPRESSED, IMPLIED, OR STATUTORY WARRANTY AGAINST INFRINGEMENT AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR PATENT INFRINGEMENT OF ANY KIND.

7. INSPECTION

Unless otherwise specified and agreed upon, the material to be furnished under this order shall be subject to the Seller’s standard inspection at place of manufacture. If it has been agreed upon and specified in this order that Buyer is to inspect at place of manufacture, such inspection shall be so conducted as to not interfere unreasonably with Seller’s operations, and subsequent approval or rejection shall be made before shipment of material. Notwithstanding the foregoing, if, upon receipt of such material by Buyer, the same shall appear not to conform to the contract, the Buyer shall immediately notify the Seller of such conditions and afford the Seller a reasonable opportunity to inspect the material. No material can be returned without Seller’s consent and the issuance by Seller of a Return Materials Authorization Number. This does not apply to software accessories, cables, PC or general online sales, it only refers to bespoke ordered equipment and design or programming.

8. WARRANTY

The Seller expressly warrants the products delivered to the Buyer are fit for the ordinary purpose for which such goods are used. The warranty applies equally to each unit of all the units involved. However, a Buyer who furnished specifications to the Seller agrees to hold the Seller harmless against claims of infringement by third persons which may arise out of compliance with the Buyer’s specifications. Seller’s obligations under the warranty are exclusively limited to replacing or repairing or giving credit for, at its option, at its factory, any said products which shall, within ninety (14) days after shipment be returned to the Seller’s factory of origin, transportation charges prepaid, and which are after examination, disclosed to the Seller’s satisfaction to be thus defective.

THIS WARRANTY IS EXPRESSED IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED OTHER OBLIGATIONS OR LIABILITIES ON THE SELLER’S PART AND IT NEITHER ASSUMES NOR AUTHORISES ANY PERSON TO ASSUME FOR THE SELLER ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF SAID ARTICLES.

This warranty shall not apply to any of such products which have been repaired or altered, except by the Seller, or which shall have been subjected to misuse, negligence, or accident. The aforementioned provisions do not extend the original warranty period of any product which has either been repaired or replaced by Seller.

This warranty shall terminate upon resale (by Buyer) of the goods sold hereunder whether or not at the time of such resale the goods have been incorporated into another product.

Seller makes no warranty of merchantability with respect to goods sold under this agreement.

9. CANCELLATION AND TERMINATION

9.1 No cancellation by Buyer for default shall be effective unless and until Seller shall have failed to correct such alleged default within 30 days after receipt by Seller of a written notice specifying such default.

9.2 Buyer may terminate this order, other than for default, if such right is applicable, only upon payment of all Seller’s costs incurred for and reasonably allocated to the terminated portion of the work in accordance with generally accepted accounting principles plus a reasonable profit on such costs.

9.3 Seller may cancel for convenience by giving Buyer 30 day’s written notice.

10. GENERAL

10.1 The validity, performance and construction of these terms and all sales hereunder shall be governed by the Laws of the United Kingdom.

10.2 In no event shall Seller be liable for incidental, consequential, liquidated or special damages.

10.3 The Buyer may not unilaterally make changes in the drawings, designs, or specifications for the items to be furnished hereunder without Seller’s prior consent.

10.4 There are no warranties which extend beyond the description on the face hereof.

11. ORDER OF PRECEDENCE

The Order of Precedence shall be established with Seller’s terms and conditions as listed herein and on Seller’s invoices, which shall supersede Buyer’s terms and conditions as listed on Buyer’s purchase order in cases of a conflict in conditions not covered by this agreement.

12. PAYMENT, ORDER, RETURN AND RESCHEDULING 

Terms of Payment: Net 30 Days
Terms of Sale: Ex-works (Dudley, West Midlands UK)
All prices are in GBP £ Sterling.

Minimum Order (Direct / OEMs):
£10.00 per Line Item
£500.00 per Purchase Order

Minimum Order (Distributors):
£100.00 per Line Item
£300.00 per Purchase Order

Die and Wafer Orders:
Minimum and multiple order and shipment release apply
Allow ±10% of quoted quantity

Non-Cancelable and Non-Returnable (NCNR):
Software, Web Design, Programming, Bags, Equipment and Computers that has been used & obsolete product

Cancellation and Reschedule Policy:
60-day notification for commercial products
120-day notification for Web Services and Programming and custom products

13. LIFE SUPPORT POLICY

As a general policy, aPeComputers Ltd. does not recommend the use of any of its products in life support applications where the failure or malfunction of the product can be reasonably expected to cause failure of the life support device or to significantly affect its safety or effectiveness. aPeComputers Ltd will not knowingly sell its products for use in such applications unless it receives an adequate “products liability indemnification insurance agreement” satisfactory to aPeComputers Ltd that the risks of injury or damage have been minimised, that the customer assumes all such risks, and that the liability of aPeComputers Ltd is adequately covered in their liability insurance policy.

Examples of devices considered to be life support devices are neonatal oxygen analysers, nerve stimulators (for any use), autotransfusion devices, blood pumps, defibrillators, arrhythmia detectors and alarms, pacemakers, hemodialysis systems, peritoneal dialysis systems, ventilators of all types, and infusion pumps; as well as other devices designated as “critical” by the GMC - FDA. The above are representative examples only and are not intended to be conclusive on any other life support device.

After acceptance of the devices by Buyer, Buyer shall indemnify and hold harmless Seller against all claims by third parties for bodily injury and property damage which arise out of the use or operation of the devices. Such indemnity shall not apply if the bodily injury or property damage claim is a result of the sole negligence of Seller.

These terms and conditions are subject to change without notice at any time.