TERMS & CONDITIONS ("Conditions")
LAST UPDATE: May 23, 2016
1. SCOPE & APPLICATION
1.1 These conditions apply to all purchases of products (including, without limitation, hardware and/or software) ("Products") which are sold through this website ("Site") by: (a) us, the Seller, .... references to "Company", "us", "we" or "our" being construed accordingly), to (b) you, the purchaser (references to "you" or "your" being construed accordingly).
1.2 BY PLACING AN ORDER ON THIS SITE YOU AGREE TO ABIDE BY THESE CONDITIONS.
2. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE
2.1 Any prices, quotations and descriptions made or referred to on this Site do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order.
2.2 While we make every effort to ensure that items appearing on the Site are available, we cannot guarantee that all items are in stock. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item.
2.3 An order submitted by you constitutes an offer by you to us to purchase Products on these Conditions and is subject to our subsequent acceptance.
2.4 Prior to such acceptance, an automatic e-mail acknowledgement of your order may be generated. The purpose of this acknowledgement is giving you the chance to confirm your order details or to correct type errors. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
2.5 Our acceptance of your order takes effect and the contract concluded at the point where such offer is expressly accepted by us dispatching your order.
2.6 You may view records of orders received, acknowledgements, acceptances and other contract records in our web-based customer care centre. We may potentially be able to provide you with copies on written request; however you must make sure you print or save a copy of all such documents and these Conditions for your own records.
3. YOUR REPRESENTATIONS
3.1 You represent that information provided by you when placing your order is up-to-date materially accurate and is sufficient for us to fulfill your order. From time to time it is possible that a programming or data transcription error may result in a price that is inaccurate. We will generally honor the posted price, although we reserve the right to the extent permitted by law correct the price and offer to sell you the Products or Services at the correct market price in situations where the price advertised is clearly an error as evidenced by being substantially under market.
3.2 You are responsible for maintaining and promptly updating your account information with us for accuracy and completeness and keeping such information (and any passwords given to you for the purposes of accessing the Site and purchasing Products secure against unauthorized access.
4. PRICE AND TERMS OF PAYMENT (NOTE: WE CANNOT CONFIRM PRICES PRIOR TO ACCEPTANCE OF YOUR ORDER)
4.1 Prices payable for Products are those in effect at the time of order received, unless otherwise expressly agreed. Prices may be indicated on the Site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance.
4.2 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labour or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any errors in pricing prior to product dispatch. In such event if you choose to continue with fulfillment of the order, you acknowledge that the Product will be provided in accordance with such corrected price.
4.3 Prices (unless stated otherwise) are in the currency quoted on the Site.
4.4 The places that we deliver to are listed on the Site ("Territory"). Unless otherwise specified, prices quoted are
4.4.1 exclusive of the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Site); and
4.4.2 inclusive of VAT, goods and services tax and any other tax or duty which (where applicable) must be added to the price payable.
You agree to pay for shipping or carriage of Products as such costs are specified by us at the point of purchase.
4.5 Payment shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement).
4.6 Except as expressly provided elsewhere in these Conditions or the Site, payment may be taken in full notwithstanding any claim for short delivery or defects. Please consider this also for potentially additional costs for payment transmission (e.g. bank charges).
4.7 We will charge credit or debit cards two working days after order received. We reserve the right to verify credit or debit card payments prior to Acceptance.
4.8 No counterclaim, set-off or reduction may be deducted from any payment due without our written consent, unless the counterclaim has been recognized by declaratory judgment or is undisputed. However, you are entitled to exercise your statutory right of retention with respect to counterclaims within our contractual relationship.
4.9 If you default, you have to pay lump sum damages in the form of interests. If you are a consumer, the interest rate is 5 (five) percentage points above the base interest rate. If you are not a consumer, the interest rate is 8 (eight) percentage points above the base interest rate. We reserve our right to claim more damages occurred due to your default.
4.10 In case of non-payment we retain the right to transmit our claim to the vendor of the software product you purchased, without additional information to you. As a result of this the vendor can claim the receivable from you.
If you commit an act of bankruptcy or enter into a deed of arrangement with creditors or a court order for winding-up is made against you or you take or suffer any similar action in consequence of debt or we have cause to believe that you are unable to pay your debts as they fall due; without prejudice to any of our other rights, we may:
5.1 stop any Products in transit;
5.2 suspend further Product deliveries; and
5.3 by written notice to terminate your order
6. DELIVERY AND RISK
6.1 Delivery timescales/dates specified on the Site, in any order acknowledgement, acceptance or elsewhere are estimates only. While we endeavour to meet such timescales or dates, we shall not be liable to you in respect of delay. In case, we may not be able to deliver the products, we will refund your payments on request.
6.2 Delivery shall be to a valid address within the Territory submitted by you ("Delivery Address"). You must check the Delivery Address on any acknowledgement or acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.
6.3 If you refuse or fail to take delivery of Products provided in accordance with these Conditions, any risk of loss or damage to the Products shall nonetheless pass and without prejudice to any other rights or remedies we have:
6.3.1 We shall be entitled to immediate payment in full for the Products delivered and either to effect delivery by whatever means we consider appropriate or to store Products at your risk;
6.3.2 You shall be liable pay on demand all costs of Product storage and any additional costs incurred as a result of such refusal or failure to take delivery;
6.3.3 We shall be entitled 30 days after the agreed date for delivery to dispose of Products in such manner as we determine and may set off any proceeds of sale against any sums due from you.
6.4 Were we deliver Products by instalments, each instalment constitutes a separate contract. If you are not a consumer, any defect in any one or more instalments shall not entitle you to repudiate the contract as a whole nor to cancel any subsequent instalment.
6.5 If you are a consumer, risk of loss of or damage to the Products passes to you on delivery of the products. If you are not a consumer, risk of loss or damage to the Products passes to you when placed in your possession or that of any carrier, whichever shall occur first.
7.1 Where any Product supplied is or includes software ("Software"), this Software is licensed by us or by the relevant licensor/owner subject to the relevant end-user license agreement or other license terms included with Software ("License Terms") and/or the Product. Such Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that (I) this is permitted in the License Terms, or (II) applicable law expressly mandates such a right.
7.2 For technical questions to the product you purchased, please contact the vendor directly. Please note that the support from the vendor may be in English based on the country the vendor is from.
8. LIABILITY LIMITATION
8.1 We shall be liable to you for any damages arising in connection with Products and Services provided hereunder to the extent that intent or gross negligence can be attributed to our representatives, our agents or ourselves.
8.2 We shall further be liable to you for any damages arising in connection with the Products and Services provided hereunder to the extent such damages are caused by our representatives, our agents or ourselves through a negligent breach of a material contractual obligation. In such cases our liability is limited to the amount of damages that were typically foreseeable upon entering into the relevant contract.
8.3 This limitation of liability applies to all damages claims, irrespective of their legal basis and including but not limited to liability for contractual, pre-contractual and collateral claims. This limitation of liability shall not limit any mandatory statutory liability or liability for personal injuries caused by negligence.
8.4 You shall take all reasonable measures to prevent and mitigate damages hereunder. Without limiting the generality of the foregoing, you shall make backup copies of your files in reasonable intervals, but at least once per day, in order to allow lost or disrupted data to be recovered with reasonable efforts only. Failure to comply with these obligations is deemed to be contributory negligence.
9. RETENTION OF TITLE
9.1 Title to Products in any one order shall not pass from us to you until payment in full of the price in respect of such order (including any interest or other payments due in respect of those Products). Until payment has been made in full for any Products, you shall have possession of those Products as our agent and shall (subject to the provisions of Condition 10.2 below) store the Products in such a way as to enable them to be readily identified as our property, and keep proper and accurate records to enable us to distinguish Products for which payment has been made in full from those Products for which payment is outstanding. You shall not seize the products or transfer the products by way of security. If you are a consumer, you shall not resell products.
9.2 If you are not a consumer, you are allowed to sell products before passing of title. In this case, you shall hold (on a fiduciary basis) all proceeds of such sales or of other legal grounds in trust for us and in a separate account. You undertake immediately upon being so requested by us to assign to us all rights in respect of those proceeds and that separate account and/or all rights and claims which you may have against any customers arising from such sales until payment is made in full as aforesaid and not to assign such rights and claims to any third party without our prior written consent.
9.3 We reserve the right (subject to applicable law) to repossess any Products in respect of which payment is negligently overdue and thereafter to resell the same and for this purpose, you hereby grant us an irrevocable right and license to our servants and agents to enter upon your premises during normal business hours, provided we have given reasonable prior written notification. This Condition shall continue in force notwithstanding termination of the contract howsoever caused.
9.4 Such assertion of our rights does not constitute rescission, unless we have explicitly notified you.
10. THIRD PARTY RIGHTS
You shall indemnify us against any and all liabilities, claims and costs incurred by or made against us as a direct or indirect result of us performing Services or carrying out any work on or to the Products where this has been done to your (or your representative's) specific requirements or specifications causing an infringement or alleged infringement of any proprietary rights of any third party.
11. CONSENTS, CUSTOMS DUTIES & EXPORT
11.1 If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Products by you, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Failure so to do shall not entitle you to withhold or delay payment of the price. Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
11.2 Products licensed or sold to you under these Conditions may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use them. You shall be responsible for complying with those laws and will not do anything to breach them.
11.3 Items entering the European Economic Area (EEA) from outside over a certain value may be subject to customs charges (e.g. where costs are in excess of your personal import allowance). You may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you, since we have no control over what these charges are. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.
Any notice or other communications in relation to our contract may be given by sending the same by hand delivery, pre-paid post, fax or e-mail to the latest address and contact that one party has notified in writing to the other. This will also be the address for service of legal proceedings in the manner prescribed by law.
13. PERSONAL INFORMATION AND YOUR PRIVACY
14.1 We will observe applicable data protection laws and will not use information that does or can be used to personally identify you ("Personal Data") you other than as set out in our Privacy Statement.
14.2 We hereby bind ourselves to transmit all information, including your personal information, to the relevant manufacturer, licensor, or supplier of Products and Services ordered hereunder, in order for them to fulfill a service to us for your benefit or directly to you. We hereby bind ourselves to provide your information in order to register your purchase with the manufacturer or service provider for warranty, technical support, after sales service or similar purposes.
15.1 You shall not assign your rights to third parties under these Conditions.
15.2 These Conditions supersede and cancel all previous contracts and working arrangements whether oral or written, express or implied, between us. Any purported terms or provisions to the contrary are hereby excluded. This exclusion refers particularly with regard to terms that are specified by you, e.g. Terms and Conditions. We reserve the right to vary or alter these Conditions without notice.
15.3 No forbearance, delay or indulgence by either you or us in enforcing any of these Conditions or the granting of time by either party to the other shall prejudice or restrict such rights and powers.
15.4 No waiver of any term or condition of these Conditions shall be effective unless made in writing and signed by us. The waiver of any breach of any Condition shall not be construed as a waiver of any subsequent breach or condition.
16. GOVERNING LAW AND JURISDICTION
You agree that this agreement and your use of this Site are Governing Law and Juristriction: Emirate of Ras Al Khaimah. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Emirate of Ras Al-Khaimah in all disputes (a) arising out of, relating to, or concerning this Site and/or this agreement, (b) in which this Site and/or this agreement is an issue or a material fact, or (c) in which this Site and/or this agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization. Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of this agreement, including without limitation this paragraph and the warranty disclaimers and liability exclusions above. "Company" has endeavored to comply with all legal requirements known to it in creating and maintaining this Site, but makes no representation that materials on this Site are appropriate or available for use in any particular jurisdiction. Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this agreement is at your own risk and, if any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use. With the prior agreement of Company's, any claim, dispute or controversy arising out of, relating to or concerning this Site and/or this agreement shall be decided by binding arbitration in accordance to the jurisdiction of the courts of the Emirate of Ras Al-Khaimah and any such arbitration proceedings shall be brought and held in Emirate of Ras Al-Khaimah. The decisions of the arbitrators shall be binding and conclusive upon all parties involved and judgment upon any award of the arbitrators may be entered by any court having competent jurisdiction. This provision shall be specifically enforceable in any court of competent jurisdiction. You agree that Company may at any time and without notice change the terms, conditions and notices under which this Site is offered.