Terms and Conditions
Terms and Conditions of Sale
1. Interpretation
1.1 Definitions
Alpha Wireless: means Alpha Wireless Limited, with registered office at Ashgrove Business Centre, Ashgrove, Ballybrittas, Co. Laois, R32DT0A Ireland.
Business Day: a day, other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.
Conditions: these terms and conditions set out in clause 1 to clause 11 (inclusive).
Contract: the contract between Alpha Wireless and the Customer for the sale and purchase of the Goods in accordance with the Quotation, the Order Acknowledgement, and these Conditions.
Customer: the natural or legal person described in the Quotation that is purchasing the Goods.
Delivery Terms: the details relating to delivery of an Order in accordance with clause 2.
Delivery Location: the address for delivery of the Goods, as set out in the Order Acknowledgment.
Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control.
Goods: the goods (or any part of them), as set out in the Quotation.
Quotation: the quotation provided to the Customer detailing the Goods, the Price and the Delivery Terms.
Order: each confirmed order agreed under this Contract.
Order Acknowledgement: the written Alpha Wireless confirmation of acceptance of the Customer’s Purchase Order.
Price: the price for the Goods, as set out in the Quotation.
Purchase Order: a purchase order for the Goods submitted by the Customer in accordance with clause 2.
Specification: the specification for the Goods, as described in the data sheet on the Alpha Wireless website relating to the product code(s) listed in the Quotation.
Sales Tax: value added tax or any equivalent sales tax chargeable in Ireland or elsewhere.
1.2 Interpretation:
(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(b) Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes emails.
1.3 Priority
The order of priority in the event of a conflict between the documents in this Contract is 1. Order Acknowledgement, 2. Quotation, 3. these Conditions.
2. Orders
2.1 Quotations are valid for 30 days unless an Expiration Date is specified in the Quotation.
2.2 Where the Customer is satisfied with a Quotation, the Customer may issue a Purchase Order within the Quotation validity period. An Order is not confirmed until Alpha Wireless has issued an Order Acknowledgement.
2.3 Purchase Orders shall be in writing. Alpha Wireless may accept or decline Purchase Orders at its absolute discretion. Alpha Wireless may, at its discretion, accept an amendment to a Purchase Order by the Customer. Amendments to a Purchase Order must be confirmed in writing by Supplier.
2.4 Alpha Wireless shall assign a sales order number to each Purchase Order it accepts and notify the order number to the Customer. Each party shall use the relevant sales order number in all subsequent correspondence relating to the Purchase Order.
2.5 After issuing an Order Acknowledgement, Alpha Wireless shall as soon as practicable inform the Customer of Alpha Wireless’s estimated delivery date for the Order.
2.6 The Customer is responsible for ensuring that Orders and any applicable information submitted by the Customer are complete and accurate. The Customer shall give Alpha Wireless all necessary information relating to the Goods that Alpha Wireless reasonably requires to fulfil each Order.
2.7 Once an Order Acknowledgement has been issued to the Customer, Purchase Orders cannot be cancelled.
3. The Goods
3.1 Any samples, drawings, descriptive matter, or advertising produced by Alpha Wireless and any descriptions or illustrations on the Alpha Wireless website (www.alphawireless.com) are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. Alpha Wireless reserves the right to change any aspect of the Goods including but not limited to changes in the description, Specification, design, marketing, packaging, and technical notes, either through Alpha Wireless website (alphawireless.com) or other means.
3.2 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify Alpha Wireless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other reasonable professional costs and expenses) suffered or incurred by Alpha Wireless in connection with any claim made against Alpha Wireless for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Alpha Wireless’s use of the Customer specification. This clause 3.2 shall survive termination of the Contract.
3.3 Alpha Wireless reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4. Delivery
4.1 Delivery Terms are Incoterms® 2020 Ex Works unless otherwise stated in a Quotation or Order Acknowledgement.
4.2 Alpha Wireless shall ensure that each delivery of Goods is accompanied by a delivery note that shows the sales order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.3 Alpha Wireless shall endeavour to have Goods ready for collection at the Delivery Location in accordance with the Delivery Terms.
4.4 If Customer wishes to have the Goods delivered on anything other than an Ex Works basis, then Customer agrees to pay the difference in Price due to the increased costs related to delivery under the stated Incoterms®.
4.5 Delivery is completed on the completion of loading of the Goods at the Delivery Location.
4.6 Delivery dates are approximate only, and the time of delivery is not of the essence. Alpha Wireless shall not be liable for any delay in delivery of any Goods including delay caused by:
(a) a Force Majeure Event; or
(b) the Customer’s failure to provide Alpha Wireless with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If 20 Business Days after the day on which Alpha Wireless notified the Customer that Goods were ready for collection the Customer has not collected those Goods, Alpha Wireless may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
4.8 Alpha Wireless may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.
5. Quality and fitness for purpose
5.1 The sale and supply of the Goods is subject to the Alpha Wireless warranty attached hereto, which may be amended by Alpha Wireless from time to time. The sale of the Goods is subject to Alpha Wireless returns policy set out at https://alphawireless.com/contact-us/request-an-rma/ which may be amended by Alpha Wireless from time to time.
5.2 Alpha Wireless shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice of defects;
(b) the defect arises because the Customer failed to follow Alpha Wireless’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Alpha Wireless following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Alpha Wireless;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.3 Alpha Wireless’s only liability to the Customer if the Goods fail to comply with the warranty set out in clause 5.1 is as set out in this clause 5.
5.4 The statutory warranties as to the Goods are to the fullest extent permitted by law, excluded from the Contract.
5.5 The Customer is solely responsible for the entire costs of installation of the Goods, including re-installation after repair or replacement.
5.6 The terms of the Contract shall apply to any repaired or replacement Goods supplied by Alpha Wireless.
6. Title and risk
6.1 Risk in Goods shall pass to the Customer on completion of loading the Goods at the Delivery Location or, if supplied under Incoterms® other than Ex Works as agreed in a Quotation or Order Acknowledgement, in accordance with the risk transfer provisions of those Incoterms®.
6.2 Title to Goods shall only pass to the Customer once Alpha Wireless receives payment in full (in cash or cleared funds) for them.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Alpha Wireless’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Alpha Wireless immediately if it becomes subject to any of the events listed in clause 10.1(b); and
(e) give Alpha Wireless such information as Alpha Wireless may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 Alpha Wireless may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.
7. Product recall
7.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify Alpha Wireless in writing enclosing a copy of the Recall Notice.
7.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Alpha Wireless and only then in strict compliance with Alpha Wireless’s instructions as to the process of implementing the withdrawal.
8. Price and payment
8.1 The Customer shall pay for Goods in accordance with this clause 8.
8.2 The Price excludes amounts in respect of Sales Tax which the Customer shall additionally be liable to pay to Alpha Wireless at the prevailing rate (if applicable), subject to the receipt of a valid Sales Tax invoice.
8.3 Unless otherwise stated in a Quotation or Order Acknowledgement, the Price is Ex-Works Alpha Wireless factory premises and exclude the charges of Sales Tax, taxes, freight, insurance, custom duties, export duties installation and commission. Any of these items paid at Customer request shall be invoiced and repaid within 30 days. Alpha Wireless will seek to maintain quoted prices however it reserves the right to vary the price within a 30-day notice period. Prices may be based on quantities ordered over a time period and Alpha Wireless reserves the right to vary the price if the quantity does not match agreed quantities.
8.4 Alpha Wireless may invoice the Customer for the price of Goods plus Sales Tax at the prevailing rate (if applicable) on or at any time after Alpha Wireless has informed the Customer it is ready and willing to deliver the Goods. Alpha Wireless shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s Purchase Order number, Alpha Wireless’s Sales Tax registration number, and any supporting documentation that the Customer may reasonably require.
8.5 Unless otherwise stated in a Quotation or Order Acknowledgement, the Customer shall pay invoices in full in cleared funds within 30 days of the invoice date. Payment shall be made to the bank account nominated in writing by Alpha Wireless.
8.6 If the Customer fails to make any payment due to Alpha Wireless under the Contract by the due date for payment, then, without limiting Alpha Wireless’s remedies under clause 10:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the European Central Bank’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(b) Alpha Wireless may suspend all further deliveries of Goods until payment has been made in full.
8.7 All amounts due from the Customer to Alpha Wireless shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Alpha Wireless may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Alpha Wireless to the Customer.
9. Limitation of liability
9.1 Nothing in this Contract shall limit or exclude Alpha Wireless’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for Alpha Wireless to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) Alpha Wireless shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Alpha Wireless’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed 100% of the total sums paid and/or payable by the Customer for Goods under the Contract in the 12 months preceding the date the claim arose.
10. Termination
10.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 Business Days of that party being notified in writing to do so. Alpha Wireless may invoke the material breach termination for Customer’s failure to make payments due under the Contract;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
10.2 Without limiting its other rights or remedies, Alpha Wireless may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment.
10.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
11. General
11.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 20 Business Days written notice to the affected party.
11.2 Export control. Customer undertakes not to do or omit to do anything that would cause Alpha Wireless to be in contravention of any Export Control rules in any jurisdiction.
11.3 Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Alpha Wireless.
(b) Alpha Wireless may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
11.4 Intellectual Property. No transfer or licence of intellectual property rights is given nor implied by these Terms and Conditions of Supply. If there is to be a transfer or licence by either party, it must be expressly agreed in writing by the parties to this Contract. All rights not expressly granted by Supplier are reserved. Unless otherwise agreed in writing, Alpha Wireless trademarks are not permitted to be removed from Goods nor altered in any way.
11.5 Confidentiality.
(a) Each party undertakes that it shall not [at any time OR at any time during this agreement, and for a period of two years after termination or expiry of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.5(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.]
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
11.6 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
11.7 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.8 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.10 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid post or other next working day delivery service or email.
(b) A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 11.10(a); if sent by pre-paid post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.11 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
11.12 Governing law. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of Ireland.
11.13 Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
Schedule 1 – Alpha Wireless Standard Warranty
1. Alpha Wireless Ltd warrants that its products shall be free from defects in material and workmanship for a period of two (2) years from the date of shipment by Alpha Wireless under normal use and operation.
1.1 Alpha Wireless warranty obligation shall be, at its option, to repair or replace any defective Product that fails during the warranty period. The expense of removal and reinstallation of any item is not included in this warranty.
1.2 To initiate a warranty claim, the buyer must first contact Alpha Wireless to arrange for Product return. A Return Material Authorization (RMA) number from Alpha Wireless must first be obtained before Goods will be accepted for repair or replacement.
1.3 Returned product must be packed appropriately and shipped to Alpha Wireless at the Buyers expense. Alpha Wireless will pay return freight of its choice. All returned product must be accompanied by a written defect description.
1.4 IN NO EVENT SHALL ALPHA WIRLESS BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INSTALLATION COSTS, LOST REVENUE OR PROFITS, SYSTEM PERFORMANCE INCLUDING COVERAGE OR ANY OTHER COSTS OF ANY NATURE AS A RESULT OF THE USE OF ALPHA WIRELESS PRODUCTS WHEATHER OR NOT THE DEFECT IS WARRENTED OR NOT. UNDER NO CIRCUMSTANCES SHALL ALPHA WIRELESS’S LIABILITY TO BUYER UNDER THIS WARRANTY EXCEED THE ACTUAL SALES PRICE OF THE PRODUCTS PROVIDED HEREUNDER.
1.5 CONDITION
The limited warranty does not apply if the Product has been damaged by abuse, accident or neglect or mishandling during transportation or storage or if the product has been repaired or modified by non Alpha Wireless personnel. Alpha Wireless will not be responsible for Force Majeure damage, direct or indirect, caused to equipment or humans.