Sale Terms & Conditions

BUYER AGREEMENT

This Buyer Agreement (the “Agreement”) is entered between Alchemy Telco Solutions Limited (“Company”). Company number 595997, with its registered office located at Monasterevin Road, Kildare Town, Kildare, Ireland, R51 A262 (VAT number IE3502014NH) and(“Buyer”), each of whom may be referred to individually as a “Party” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, Company is in the business of technology resale (the “Products”) and has a catalogue of Products for sale using its cataloging and technology ordering software system known as Callisto and offered through its website https://callisto.alchemyglobalsolutions.com (the “Website”); and

WHEREAS, Buyer operates a business selling technology products and desires to purchase the Products from Company for sale to its customers.

NOW THEREFORE, in consideration of the foregoing premises, and for good and other valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1. Terms and Conditions of Sale.

 

Buyer shall purchase Products from Company exclusively through the Website subject to the terms and conditions of this Agreement by placing orders in one or two methods.

1.1 For orders made via the catalogue on the Website (“Catalogue Orders”)

(a) Buyer will follow the onscreen prompts to place an order.


(b) The order process permits Buyer to review the order before confirmation. Buyer is responsible for ensuring that the order and any specification submitted is complete and accurate. Company is not liable for any errors of Buyer in placing an order.


(c) After the placement of an order, Company will send an email acknowledging receipt. Receipt of an acknowledgment email does not and should not be interpreted as acceptance of the order by Company.


1.2 For orders created for Buyer by the Company sales team (“Sales Team Orders”) the following applies:


(a) Buyer shall provide written or verbal instructions to the Company sales team regarding Product orders.


(b) Following receipt of written or verbal instructions, the sales team will compile an order for Products which will be compiled of items that are listed on the Catalogue (the “Draft Order”).


(c) The sales team shall then place the Draft Order in the orders section of Buyer’s account page on the Website for Buyer’s review and acceptance or rejection.


(d) Buyer shall have three (3) days to review the Draft Order. Should Buyer fail to accept the Draft Order within three (3) days it will be deemed rejected. Company is not required to provide Buyer with an additional Draft Order on similar terms should this occur.


(e) Once Buyer accepts the Draft Order in the orders section of its account page, this then constitutes an offer by Buyer to purchase the Products in the Draft Order.


(f) Buyer has a maximum of five (5) days from acceptance of the Draft Order to make payment in full for the Products pursuant to the terms of the Draft Order. If Buyer has not made payment in full within five working days (5 ) days, the Draft Order shall be automatically canceled by Company, unless specifically agreed to in writing by the Company. More than two (2) instances of cancellation for non-payment may result in the termination of this Agreement for cause by the Company.


1.3 Catalogue Orders and Sales Team Orders, are not deemed accepted by Company until Company has submitted an invoice to Buyer setting out the payment terms for the Products.


1.4 In the event Company rejects the Draft Order for any reason, Company will inform Buyer on its account page and by email. Any monies paid, including any pre-paid delivery charges, for Products on the Draft Order will be held on account and credited to future orders.


1.5 Fulfillment of an order shall be from one or more of Company’s business partner facilities which are as follows:

  • Australia - Alchemy Telco Solutions Pty Ltd

  • Hong Kong – Alchemy Telco Solutions Asia Ltd

  • Japan – Alchemy Telco Solutions Japan G.K.

  • United Kingdom – Alchemy Telco Solutions UK Ltd

  • USA – Alchemy Telco Solutions US LLC

Company reserves the right to fulfill orders from: (i) any of these locations; (ii) multiple locations; (iii) other locations that may be added; or (iv) any combination of (i) through (iii).


Any terms and conditions set forth on the Website are incorporated herein by reference (the “Terms”) and shall govern the sale of all Products hereunder. In case of any conflict between the terms of this Agreement and the Terms, the terms of this Agreement shall control. Any terms and conditions provided by Buyer in any purchase order or otherwise are hereby rejected by Company. No other terms are implied by trade, custom, practice, common usage or course of dealing.

 

2. Products.


2.1 The images of the Products on the Website are for illustrative purposes only. While Company reasonably endeavors to display the colours accurately, Company makes no guarantee as to the online visual display of the colours or that the online visual display accurately reflects the colour of the Products. It is possible and to be expected that the colour of Products may vary slightly from the images on the Website. All Product(s) ordered are provided “AS IS” and all Product(s) are sold subject to the grading guide and system set forth on the Website at https://callisto.alchemyglobalsolutions.com.


2.2 The packaging of the Products may vary from the images shown on the Website and Company reserves the sole and exclusive right to revise the specifications of the Products and/or packaging.


2.3 Compliance with Law; Permits; Prohibited Acts.


(A) Buyer shall


(i) comply with all applicable laws, regulations, and ordinances of any country, province, state or locality within which the Products are sold or in which Buyer does business (“Relevant Requirements”) including but not limited to the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act 1977;


(ii) comply with Company’s ethics anti-bribery and anti-corruption policies as disclosed to the Buyer from time to time (“Relevant Policies”);


(iii) have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant policies and will enforce them where appropriate;


(iv) promptly report to Company any request or demand for any undue financial or other advantage of any kind received by Buyer in connection with the performance of this Agreement;


(v) neither make nor promise any gift or payment of anything of value to a government official, political party or official or candidate for political office (or to a third party for transfer to any of the above) for the purpose of influencing any decision of a government department or agency in order to obtain or retain sales of Product;


(vi) sell any Product to any party to whom, or into any country where, sale of such Product would be violation of any of the laws of the United States of America relating to the export of U.S. products, including all statutes, rules, regulations, case law and agency opinions relating thereto (collectively, the “U.S. Export Laws”) and will not sell Product to any party with respect to whom such sale requires a license under the U.S. Export Laws, unless Buyer has obtained from the appropriate U.S. regulatory agency a license for such sale; in the event Buyer has obtained a license under the U.S. Export Laws, Buyer will comply with all provisions of such license in connection with such sale;


(vii) immediately notify Company in writing if a public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the Buyer and the Buyer warrants that it has no public officials as officers, employees or direct or indirect owners at the date of this Agreement;


(viii) within 12 months of the date of this Agreement and annually thereafter, certify to Company in writing signed by an officer of the Buyer, compliance with this Section by Buyer and all of the Buyer’s agents and subcontractors. The Buyer shall ensure that all of its agents and subcontractors who perform services or provide goods in connection with this Agreement do so on the basis of a written contract which imposes on and secures from such persons, terms equivalent to those on the Buyer in this Section (“Relevant Terms”). The Buyer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Company for any breach by such persons of any the Relevant Terms.


(B) The Buyer shall obtain any permits, licenses or other authorizations necessary or required to conduct its business in each such jurisdiction at its cost.


(C) Buyer shall comply with any Products certification or qualification requirements necessary to import Products into the Territory and with other laws, rules, and regulations of the appropriate governmental authorities applicable to the performance of its obligations under this Agreement. Further, Buyer represents and warrants that all Products purchased from Company will be subjected to a “data wipe” prior to the Products being sold, re-sold or otherwise leaving the Buyer’s facility. Buyer shall maintain records for the term of this Agreement and three-years thereafter showing the date and time of the data wipe, indexed by the Products serial number and the name of the person performing the data wipe.


(D) Breach of this Section shall be deemed a material breach of this Agreement entitling Company to terminate immediately upon notice. Buyer shall indemnify and hold Company harmless from and against any and all losses, costs (including reasonable attorneys’ fees and expenses), liabilities, penalties, fines and assessments whatsoever incurred by Company in connection with or arising from a failure of Buyer to comply with this Section.


 

3. Returns and Refunds

 

3.1 Buyer may cancel the order at no cost to it prior to receiving a notification of shipment of the Products from Company or if the Products do not met the specifications (other than reasonable colour variation) of the order, provided that in accordance with section 3.2 Buyer notifies Company within fourteen (14) days of receipt of the Products and promptly returns the Products in accordance with the process and terms and conditions set forth on the Website.


3.2 To cancel the order prior to shipment, Buyer must notify, in writing, the Account Manager at to sales.support@alchemyglobalsolutions.com. Buyer must include the order number on all communications. No order will be deemed cancelled until the Buyer receives confirmation from Company.


3.3 For returns, Company will provide Buyer confirmation of the return once Company verifies that the Products do not match the description of the order. All returns should be sent to the location(s) from which they were shipped to Buyer. All Products ordered are sold “AS IS” and all Products are purchased subject to the grading guide and system set forth on the Website at https://callisto.tech/ 


3.4 Company will hold on account and credit to future orders any monies paid, including any pre-paid delivery charges, for any returned Products that Company confirms do not meet the specifications of the order.


3.5 Any Products returned by Buyer that Company determines are not outside the specifications of the order shall at the discretion of Company, be returned to Buyer upon Buyer’s payment of shipping and handling costs or subject to a five percent (5%) restocking fee calculated based on the purchase price of the Products, without regard to the shipping and handling costs. Shipping and handling costs will not be refunded.


3.6 To the extent that the Company and any buyer are engaged in other sales agreements and relationships as well for the purchase of products outside this Agreement, then the terms and conditions of those agreements shall apply to those relationships.


 

4. Delivery, transfer of risk and title

 

4.1 Orders will be shipped Ex Works (EXW) from Company’s business partner facility(ies). At Buyer’s option, Buyer may directly purchase and arrange for shipping of the Products. Insurance costs are for the Buyer and will not be included as part of the purchased freight.


4.2 Company will as soon as practical, contact Buyer with an estimated delivery date.


4.3 Shipments via EXW:

 

4.3.1 Buyer is responsible arranging shipping of the Products from Company’s business partner facility(ies) to the delivery location and for insuring the Products during shipment. Company shall not be liable to Buyer for any issues related to shipment of the Products or for any losses suffered by Buyer during the shipment or its receipt of the Products at their destination. Delivery is deemed complete once the Products have been made available for pick up at the address of its business partner facility(ies) set forth in the order confirmation.


4.3.2 Title to the Products will transfer to Buyer upon receipt of payment in full by Company. If Buyer holds, or is in control of, any Products prior to Company receiving all fees due for the Products then Buyer shall be solely responsible for the Products safe keeping and shall not use the Products for any purpose not authorised in writing by Company.


4.4 If Freight purchased: (formerly DAP)


4.4.1 The risk of loss of and damage to Products ordered hereunder shall remain with Company until such time as the Products have been fully delivered and accepted by Buyer at the DAP point specified on the PO (if no DAP point is specified, at the place of business stated in this Agreement). Title to the Products shall pass to Buyer upon the earlier of payment by Buyer for the Products or when the Products are delivered to the DAP point. Individual POs shall not be split into several shipments, unless requested by Buyer.


4.4.2 If Buyer holds, or are is in control of, any Products prior to us receiving all fees due for the Products then Buyer shall be solely responsible for their safe keeping and shall not use them for any purpose not authorised in writing by us.


4.4.3 If Company fails to effect delivery of the Products due to acts or omissions beyond its control, (for example couriers or freight company being unable to access the delivery address specified in the order), then Buyer shall be responsible for all storage costs and/or any costs associated with any additional redelivery attempts. Should the inability to deliver the Products due to Buyer’s acts or omissions continue for a period of fourteen (14) days from the delivery date then Company shall be entitled to terminate the order and take possession of the Products. In such circumstances, no refund will be provided.


4.5 International Delivery


4.5.1 An order may be subject to import duties and sales tax, GST, VAT or other similar taxes (“Taxes”) which are applied when the delivery reaches its destination or port of entry. These charges are the responsibility of the Buyer and Company has no control over the charges and cannot predict their amount.


4.5.2 Buyer is responsible for payment of any such import duties and Taxes and for compliance with all applicable laws and regulations of the country where the Products are to be shipped.


 

5. Price of goods and delivery charges


5.1 The price of the Products is as quoted on the Website at the time of order in the default currency selected by Buyer during account set up. Should Buyer select a currency that is not the default currency selected during account set-up, Company will apply a conversion rate to the chosen currency based on its FX conversion rate table, which can be made available upon request (the “Rate Table”). Company reserves the right to update the Rate Table in its discretion.


5.2 The price of Products excludes Taxes (where applicable) at the applicable current rate chargeable in the respective market.


5.3 The price of the Goods does not include delivery charges. Delivery charges are as advised to you on the Website prior to you submitting your order, but are subject to change without notice.


 

6. Payment


6.1 Payment must be made for the Products in accordance with the terms set out on the invoice from Company


6.2 Unless otherwise stated, payment for the Products and all applicable delivery charges shall be made in advance of delivery of the Products for shipment and Company


6.3 Failure to timely pay for the Products pursuant to the terms of the invoice may result in an increase in the cost of the Products and/or delivery or the cancellation of the order in the sole discretion of Company.


 

7. Termination

 

7.1 Without limiting any of our other rights, Company may suspend the supply or delivery of the Product or terminate the order and this Agreement with immediate effect by giving written notice if Buyer:

(a) commits a material breach of any term of the Agreement or order and (if such a breach is remediable) fails to remedy that breach within seven (7) days of being notified in writing to do so;


(b) fails to pay any amount due under the Agreement or an order on the due date for payment and this is not remedied within three (3) days of notice;


(c) enters into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 your 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;


(d) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or


(e) is incapable due to its financial position deteriorating to such an extent that in Company’s sole opinion Buyer’s capability to adequately fulfil its obligations under the Agreement have been placed in jeopardy.


7.2 Termination of the Agreement shall not affect a parties’ rights and remedies that have accrued as or termination.


7.3 Upon termination of this Agreement, neither party shall be liable to the other by reason of or on account of the termination for compensation or damages of any kind, including but not limited to loss of present or prospective profits, discounts, commissions on sales or anticipated sales, expenditures, or investments or commitments made or incurred in anticipation of continued business under this Agreement. Upon termination, Company shall fulfill orders which it accepted prior to the date of termination. Company may cancel any orders for Products placed, whether or not these orders have already been accepted by Company. Company shall have no liability to the Buyer in respect of these cancelled orders.


 

8. Intellectual Property

 

a. Company Intellectual Property. All rights, title and interest in and to all product information, data, images, designs, trademarks, trade names, symbols, copyrights, patents and/or other intellectual property provided to Buyer by Company (“Company Intellectual Property”) shall be the exclusive property of Company. Buyer shall properly display and use Company’s trademarks in connection with the Products and will not use any Company trademark on any product that is not manufactured by Company or as part of Buyer’s name. Buyer acquires no right in or to any Company Intellectual Property, and shall transfer back any right Buyer may be deemed to acquire by virtue of Buyer’s sale of Product. Company reserves the right to modify or redesign any trademark or other materials and remodel the design of the brand or the trademark at any time. Except as permitted hereunder, Buyer agrees that neither it nor its agents shall use, register or cause to be registered any Company Intellectual Property or any confusingly similar trademark or trade name to any Company Intellectual Property, in connection with the sale of Products or otherwise, anywhere in the world without first obtaining Company’s prior, written consent. Buyer shall not grant sublicenses to any third party under any Company trademark, trade name or other intellectual property. Buyer shall inform Company diligently about any actual or alleged infringement of Company’s Intellectual Property that Buyer becomes aware of, and Company shall decide and implement, in its sole discretion, any legal action to enforce its rights against such infringement. Buyer shall assist Company in any such action.


b. Buyer Intellectual Property. Buyer represents and warrants to Company that it has the necessary rights, title and interest in and to all images, product names, and/or intellectual property, including without limitation trademarks or copyrighted material, provided by Buyer to Company to include on Product labels (collectively “Buyer Intellectual Property”), and that Company’s use of Buyer Intellectual Property shall not infringe on any third-party rights. Buyer grants to Company the right to use Buyer Intellectual Property for the sole purpose of performing Company’s obligations hereunder. Buyer Intellectual Property shall remain the exclusive property of Buyer. Buyer’s rights according to this agreement do not include the right to grant sublicenses to other third parties under any trademark, trade name or other intellectual property of Company or its affiliates.


9. Confidentiality

 

During the Term and for a period of five (5) years following its termination, Company and Buyer will not, without the written consent of the other, use for its own use or for that of a third party, or disclose to any third party, any information not in the public domain identified by either Company or Buyer as confidential. Without limiting either party’s right to designate additional information as confidential, Company specifically designates as confidential its Buyer pricing and terms of sale, and technical manuals and specifications for use of the Products, and Buyer identifies as confidential its pricing, sales forecasts and market analyses.


10. Independent Contractor

 

Buyer’s employees, methods, and facilities shall at all times be under Buyer’s direction and control. Buyer’s relationship to Company shall be that of an independent contractor and nothing in this Agreement shall be construed to constitute Buyer or any of its employees, agents or officers, as an employee, agent, joint venturer, or partner of Company. Buyer shall not represent itself as an agent of Company for any purpose, pledge Company’s credit, give any condition or warranty on Company’s behalf or commit Company to any contract. Buyer assumes full responsibility for the payment of all federal, national, state and local taxes of whatever sort, social security and unemployment compensation taxes, withholding taxes, and all other taxes or charges applicable to Buyer’s business, employees, facilities and material for performing services hereunder or applicable to Buyer’s income hereunder.


11. Notices

 

All notices must be written and sent to the address of the Party first set forth above. All notices must be given (a) by personal delivery, with receipt acknowledged, (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return receipt requested, or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or at a later date stated in the notice.


12. Entire Agreement; Amendment; Assignment

 

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed by the Parties hereto; provided, that the terms and conditions of the Website may be revised from time to time by Company on written notice to Buyer pursuant to the procedure set forth therein. No modification of or addition to the Agreement shall be affected by any course of dealing or usage of trade, or acceptance or acknowledgement by Company of any purchase order or other form submitted by Buyer containing additional or different terms or conditions. Neither party shall delegate or assign its rights or duties under this Agreement without the other party’s prior written consent, except that Company shall have the right to assign this Agreement and its rights and obligations hereunder, without obtaining the prior written consent of Buyer, to any affiliate of Company or any entity with which Company merges, or to which Company sells a substantial part of its assets or business. Further, Company shall have the right to assign to any party any right to receive payment hereunder without the prior written consent of the Buyer


13. Survival

 

The rights and obligations of each Party which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.


14. Interpretation

 

This Agreement is written in English and the English language version of this agreement shall control in any dispute arising out of the interpretation of this Agreement. No version of this Agreement in any other language shall be used in interpreting this Agreement. The headings of the sections of this Agreement are included for convenience only and shall not in any way affect the meaning or interpretation of any language in this Agreement.


15. Remedies and Liability

 

Except where this Agreement provides that a remedy is the sole remedy for a particular breach of this Agreement, the remedies provided in this Agreement shall be cumulative and in addition to any other remedies provided at law or in equity. Neither Company nor Buyer shall be liable for any indirect, incidental or consequential damages resulting from any claimed breach of this Agreement, regardless of the theory of recovery and notwithstanding any matter or thing whatsoever, including without limitation damage to or loss of property; lost business or profits; or increased capital or operating costs.


16. Warranties

 

(a) Company warrants


(i) that the Products will conform to Company's published specifications


(ii) the title conveyed is good and the Products are free from any lawful security interest, lien or encumbrance and


(iii) all Products furnished under this Agreement, and the packaging, labels and registration relating to Products, does not to Company’s reasonable knowledge infringe any patent, trademark or copyright, either alone or in combination with others, either in the U.S.A. or in foreign countries, and that they comply with all requirements of this Agreement and with all applicable acts, laws, requirements, rules, regulations and provisions of competent governmental authority (whether federal, state, local or otherwise) (“Laws”)


(iv) the packaging and labeling of Product does not contain any false, deceptive or otherwise improper statements or claims. Such warranties shall not apply (i) to any product subjected to accident, misuse, neglect, alteration, improper handling, improper transport, improper storage, improper use or application, improper installation. Company makes NO WARRANTY as to products not manufactured by Company.


(b) Company must be notified of any warranty claims prior to the expiration the applicable warranty period


(c) Company's sole and exclusive liability with respect to the warranty set forth in paragraph


1(a) (i) shall be, at its expense and option (including shipping and freight expenses incurred by Buyer in connection with the return of Product), to either replace a defective product returned to Company within the warranty period or to provide Buyer with a credit to be applied against future purchases in the amount of the purchase price of the defective product returned to Company within the warranty period.


(d) Company's warranties extend to the Buyer and to no other person or entity. THE FOREGOING ARE IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH FURNISHING THE PRODUCTS AND SERVICES UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED NOT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY OTHER IMPLIED WARRANTY OBLIGATION ON THE PART OF COMPANY, ALL OF WHICH ARE DISCLAIMED BY COMPANY.

17. Force Majeure

 

Neither party shall be liable for its failure to perform hereunder if due to any contingency beyond the reasonable control of the party affected, including but not limited to acts of God, war, terrorism, fire, bad weather, flood, accident, labor trouble or shortage, civil disturbance, plant shut down, equipment failure, voluntary or involuntary compliance with any applicable governmental regulation or order. Company shall not be liable for its failure to perform hereunder if due to any shortage or inability to obtain (on terms deemed economically and commercially practicable by Company) any raw materials (including energy), equipment or transportation. Any quantities not delivered or accepted because of any such contingency may be eliminated from the contract at Company’s discretion. Company shall not be obligated to deliver the products from other than its normal production facilities for the products and there shall be no obligation to rebuild or repair any damage or destruction to such production or shipping points in order to fulfill this contract. During any period when Company is unable to supply the contract quantity of any product, whether caused by the circumstances above or otherwise, Company may allocate any available product among its customers, including its own subsidiaries, divisions and departments, on such basis as Company deems fair and reasonable.


18. Applicable Law

 

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland without giving effect to its conflict of law provisions and the parties agree that any disputes regarding this Agreement or any order shall be solely and exclusively presented before a court of competent jurisdiction located in Dublin Ireland and expressly waive any claims of forum non conveniens.


19. Captions

 

The titles contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.


20. Captions

 

If any provision of this Agreement shall be prohibited or invalid, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision and the remaining provisions of this contract.


21. Third party rights

 

This Agreement is between Company and Buyer. No other person has any rights to enforce any of its terms.