Your Obligations and Conduct
2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the “Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Tempura Communications Group, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.
2.2 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Tempura Communications Group or someone else, or spoof Tempura Communications Group or someone else’s identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
Confidentiality of Tempura Communications Group Information
3.1 You may obtain direct access via the Website to certain confidential information of Tempura Communications Group and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Tempura Communications Group and its suppliers.
3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Tempura Communications Group written request, You must cease use of Confidential Information and return or destroy it.
Content Provided Via Links
You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Tempura Communications Group is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Tempura Communications Group will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Intellectual Property Rights
5.1 Except as expressly authorized by Tempura Communications Group or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Tempura Communications Group discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
5.2 Tempura Communications Group is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact us.
7.1 The Terms constitute the entire agreement between You and Tempura Communications Group relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorised Tempura Communications Group representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Tempura Communications Group or third-party products or services.
7.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Tempura Communications Group for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Tempura Communications Group will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Tempura Communications Group seeks such an injunction.
7.3 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
7.4 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Tempura Communications Group roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Tempura Communications Group ability to compete in a highly competitive and rapidly changing marketplace.
7.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
Reseller Conditions of Sale – Terms and Conditions
8.1 We shall sell and you shall purchase the goods in accordance with any quotation from us which is acceptable by you, or any order from you which is accepted by us, subject on either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by you.
8.2 These Conditions of Sale are the only conditions on which we will sell the Goods to you. These Conditions of Sale may not be varied except by agreement in writing signed by your and our authorised representatives.
8.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed in writing. In entering into this contract you acknowledge that you do not rely on any representations which are not so confirmed. Accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
8.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
9.1 Where you have opened a credit account with us you will pay us in full, without any set-off or deduction, in cash or in cleared funds, within the time period specified on the face of our invoice, notwithstanding that delivery may not have taken place and the property in the goods has not yet passed to you. The time of payment of the price shall be of the essence of the contract. All payments will become immediately due on termination. If either you do not have a credit account with us or are in default of the terms of any agreement between us then we expect cash with order. We will not deliver the Goods until we have received payment in full in cleared effects.
9.2 If you do not pay us in full within that time we reserve the right:
9.2.1 to charge interest on the amount unpaid at a rate of 4% above the base rate of Bank of Scotland PLC from time to time enforce; and/or
9.2.2 to suspend delivery of any other orders or Goods or installments of them.
9.3 We may invoice you for the price of all the Goods in an order at any time on or after all or any installment of the Goods have been delivered in accordance with clause 10.1. Our invoice will include our charges for delivery of the relevant Goods. At our option we may invoice separately for each installment.
9.4 We reserve our rights under the late Payment of commercial Debts (interest) Act 1998 in relation to late payment
10.1 We may, at our option, either:
10.1.1 arrange for transport of the Goods to your address, or such other address as you tell us, in mainland UK. In that case delivery will be deemed to take place when the Goods are tendered at that address; or
10.1.2 require you to collect the Goods from us, in which case delivery will take place when we notify you that the Goods are available for collection.
10.2 If we arrange for transport of the Goods as per clause 5.1.1,and the Goods are tendered at that address but you fail to take delivery of them, then as well as any other rights we may have, we may store the Goods, and charge you for storage until you collect them. After a period of one month we may sell the Goods and sue you for our loss of profit on the sale of the Goods.
10.3 If we agree that you can pay by credit card, we will be under no obligation to deliver the Goods to an address other than that recorded by the credit card issuer as being the address of the credit card holder.
10.4 Any dates that we give you for delivery will be approximate only. We will not be liable for delays in delivery, however they are caused. Time for delivery shall not be of the essence unless previously agreed by us in writing. We may deliver the Goods by installments. If we have agreed with you that delivery will be by installments each delivery will be a separate contract and any failure to deliver any installments will not allow you to treat our contract as a whole with you as repudiated.
10.5 On delivery you should immediately check the delivered Goods. It can be very difficult for us to investigate claims of shortages or damaged Goods unless we are told of them immediately and at maximum within 48 hours. It is therefore in your interest to notify us of problems with delivery as soon as possible. If you choose not to examine the goods before accepting them from our courier, you must sign for the delivery as being received “Unexamined” If you sign for the goods on delivery as being the correct quantity and received in good condition without having checked them first but then you find they are not of the correct quantity or in good condition then you will have waived your right to claim against us for damage in transit where such shortages or damage were readily ascertainable at the time of delivery by checking the Goods, or if you do not sign for the goods as “Unexamined”. In any event we accept no liability for shortages, incorrect or damaged deliveries unless we are notified of them within 48 hours of delivery.
10.6 Subject to the exclusion of liability in Clause 10.5 above we will replace at our cost any Goods found to have been damaged in transit, make up any verified shortages and correct any Incorrect deliveries provided you return the incorrectly sent Goods to us in a complete and undamaged condition in their original packaging , enabling us to resell them without repackaging them. Your obligations and the limitation of liability under this clause remain the same even if we are to deliver the Goods directly to a third party at your request. You should alert that party to this provision.
11.1 Risk passes on delivery of the Goods.
11.2 Property in the Goods will not pass to you until we have received full payment from you (in accordance with clause 9) for all payments you owe us at that time on any contract between us. Notwithstanding that property in the Goods has not passed we may sue you for the price of the Goods.
11.3 You can resell the Goods in the usual course of your business, but until this is done or property passes to you, you shall hold the goods as our fiduciary agent and bailee. You shall account to us for the proceeds of sale or otherwise of the goods, including insurance proceeds and keep any proceeds separate from any other moneys belonging to you. You must keep the Goods separate from those belonging to anyone else and keep them clearly labeled as belonging to us. You must immediately deliver up the Goods to us on demand. If you do not do so, we can enter your premises or any other place where the Goods are stored, at any time without notice to repossess them.
12.1 Generally we are unaware of what your customers will be using the Goods/Services for. You will be able to ascertain your customer’s requirements. We cannot therefore accept any liability for fitness for purpose of the Goods. Many of the products that we sell come with manufacturers’ warranties and in many cases extended product warranties are available. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.2 We will, so far as possible, pass on the benefit of the Manufacturers’ warranties and guarantees for the Goods. These vary from product to product. Copies of the warranties are available before you make your purchase. We give no warranty as to the quality of the Goods ourselves. The procedure that must be followed for claims in respect of allegedly defective Goods is set out in clause 13 below. In order to make a claim under this clause the Goods in question must be returned to us in accordance with clause 13 no later than 28 days after delivery.
12.3 Except in respect of liability for personal injury or death caused by our negligence, our liability will not exceed the price of the Goods and we will not be liable for any consequential or indirect loss or damage. Without limiting these general words, examples of this would be loss of profits or anticipated savings.
12.4 In particular, we will not be liable to you or be deemed to be in breach of contract by reason of any delay in performing this contract, or failure to perform, if the delay or failure was due to circumstances beyond our reasonable control. Without limiting these general words, examples of this include: Acts of God, explosion, flood, storms, fire or accident, war, civil disturbances, government restrictions, import or export restrictions, strikes and other industrial action, difficulties in obtaining raw materials, parts, machinery or labour, power failure or breakdown in machinery.
13.1 If you think that you could have a claim under clause 12 you must contact us to obtain a Returns Material Authorisation (“RMA”) number. We will ask you to run a series of checks on the Goods before we give you a RMA number and you agree to carry out these checks.
13.2 Once you have a RMA number you must return the Goods to us within 14 days at your expense. They must be returned to us complete with all packaging, manuals and cabling etc. We will at our option, either return them to the manufacturer for them to test the Goods or we will test them ourselves. In the event we opt to return the Goods to the manufacturer we will have no obligation to replace the Goods or refund any monies unless or until we have received a replacement or refund from the manufacturer. If we find the Goods to be faulty through testing them, then we may at our option either repair the Goods, refund the purchase price or provide you with new or similar Goods. If the Goods are returned to us incomplete, we reserve the right to make a charge to you in respect of this.
13.3 We will have no obligation to accept returned Goods except under the terms of clause 12.2. If you want to return Goods for any other reason please contact us and we will consider your request. If we allow you to make a return under this clause we will make an administration charge for doing so. Any refund that you may receive will be subject to a deduction if, on receipt of the returned Goods, we find it to be incomplete, damaged or unacceptably worn. If you return Goods without an RMA number, we will notify you and store them for up to 28 days at your cost and risk, then they will be sold or destroyed. We will be entitled to any sale proceeds to set off against our storage charges and any other sums then due to us on any account between us.
13.4 Good returned that were ordered in error are subject to a restocking fee of 20% of the purchase value within the first 30 days since invoice and 50% restocking fee within the first 60 days. After such time no return requests are generally accepted.
14.1 We will provide after sales technical support to you to the extent that we feel reasonable, in view of the fact that you are holding yourself out to be a reseller of the Goods in question, and thus reasonably knowledgeable in their use and capabilities.
14.2 Before we provide any after sales technical support, we may, require you to provide any or all of the following information:
14.2.1 Date of Purchase
14.2.2 Our Invoice Number
14.2.3 Your Purchase Order Reference
14.2.4 Product Serial Number
Such information will be used to verify that the Goods in question were purchased from us.
14.3 The provision of technical support will be to you, our direct customer, only. We will not provide support direct to your customers without prior agreement. You will not inform your customers that they may contact our technical support department without our prior written agreement.
14.4 In any event we will only provide after sales technical support to you for a period of 3 months from the date of delivery of the Goods in question to you.