Terms and Conditions

Terms & Conditions of Sale – for Business Customers
By placing an order with Astral Design Ltd/Astral Special Projects/AM-PM, you are accepting
our terms and conditions. Terms and Conditions updated January 2008.Please Note:
Consumer or Business Customer?These terms and conditions apply to customers of
Astral Design Ltd/Astral Special Projects/AM-PM who purchase goods on behalf of, or in
pursuit of, a business or corporate body; or by individuals (‘consumers’) who make
purchases in person at Astral Design Ltd/Astral Special Projects/AM-PM premises, or
following a demonstration of the goods.If your purchase is made by an individual as a
‘consumer’ and your order is made over the telephone or through a website, or by mail
order, please refer to the document Terms & Conditions of Sale – Consumer Sales,
which clarifies your rights under the Consumer Protection (Distance Selling) Regulations
2000.Copies of all Terms & Conditions documents can be found on our website at
www.astraldesign.co.uk
Definition of expressions used:“Goods” shall mean all goods and services which the
Customer agrees to buy from Astral Design Ltd/Astral Special Projects/AM-PM including
replacements for defective Goods, hardware, documentation and software products licensed
for use by the Customer.“Astral Design Ltd/Astral Special Projects/AM-PM” shall mean
Astral Design Ltd/Astral Special Projects/AM-PM. whose principal place of business and
registered office is at Astral Design Ltd, 40-42 Connaught Road, Chatham, Kent, ME4
5DJ“Contract” shall mean the Contract between Astral Design Ltd/Astral Special
Projects/AM-PM and the Customer for the sale of Goods by Astral Design Ltd/Astral Special
Projects/AM-PM to the Customer.“Customer” shall mean the person, company or any other
body that purchases or agrees to purchase Goods whether a Consumer, Business Customer
or Credit Customer.“Business Customers” shall mean Customers who purchase goods in
the pursuit of a business.“Consumer” shall have the same meaning as attributed by The
Consumer Protection (Distance Selling) Regulations 2000 or any statutory modification
thereof.“Working Days” shall mean Monday to Friday inclusive but exclusive of Bank
Holidays.B2B Sales T&Cs 23/01/08 V1Terms & Conditions of Sale for Business Customers
Page 21. Orders 1.1.All contracts of sale made by Astral Design Ltd/Astral Special
Projects/AM-PM shall be deemed to incorporate these terms and conditions, which shall
prevail over any other terms from the customer.1.2.Cancellation of orders by business
customers is not accepted.1.3.All orders are subject to acceptance and to availability of the
goods ordered. Astral Design Ltd/Astral Special Projects/AM-PM is entitled to refuse any
order placed by you.1.4.Written confirmation is not required for a telephone order, but if
the Customer sends written confirmation such confirmation must be marked ‘Confirmation
Only’ so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery
shall be the responsibility of the Customer.2. Prices 2.1.Goods and services, together with
VAT, are invoiced at the price prevailing at the time of order.2.2.All prices for Goods, unless
explicitly shown otherwise, are in Pounds Sterling and subject to Value Added Tax (VAT) at
the relevant rate ruling on the date of dispatch and do not include the cost of carriage,
packaging or other charges which becomes payable under any contract with Astral Design
Ltd/Astral Special Projects/AM-PM.2.3. Astral Design Ltd/Astral Special Projects/AM-PM
reserves the right to modify prices from time to time.
3. Delivery, Title and Risk3.1. Astral Design Ltd/Astral Special Projects/AM-PM shall use
reasonable endeavors to dispatch goods by the date agreed with the customer, but does not
accept liability for failure to deliver within the stated time where this is caused by
circumstances beyond our reasonable control, such as delays caused by delivery companies
or manufacturer lead times. If a delay is likely, we shall contact the customer and advise of
the delay.3.2. If Astral Design Ltd/Astral Special Projects/AM-PM is unable to deliver the
goods within 30 days of the agreed delivery date, the Customer will, as its sole remedy, be
entitled to cancel the order and require any monies paid to Astral Design Ltd/Astral Special
Projects/AM-PM in respect of that order to be refunded. In order to cancel, the Customer
must send written notice of cancellation to Astral Design Ltd/Astral Special Projects/AM-PM
after 30 days but before delivery of the goods or notification from Astral Design Ltd/Astral
Special Projects/AM-PM that the goods are ready for delivery.3.3. Astral Design Ltd/Astral
Special Projects/AM-PM does not accept liability for shortages or damage to deliveries
unless the Customer notifies Astral Design Ltd/Astral Special Projects/AM-PM of the
shortage or damage within one working day of the delivery. Delivery is deeded to take place
when the goods are collected or delivered to the Customer’s nominated address, whereupon
the risks of loss, breakage and all damage and all other risks shall pass to the
Customer.3.4.Title in the goods does not pass to the Customer until payment is received in
full by Astral Design Ltd/Astral Special Projects/AM-PM
3.5.If the Customer cannot accept delivery, Astral Design Ltd/Astral Special Projects/AM-PM
may at its option:
a) store and insure the goods at the Customer’s expense and risk orTerms & Conditions of
Sale for Business Customers Page 3b) sell the goods at the best price reasonably obtainable
and (after deducting reasonable storage insurance and selling costs) pay to the Customer
any excess over the sale price or charge the Customer for any shortfall orc) re-arrange
delivery provided that Astral Design Ltd/Astral Special Projects/AM-PM may charge the
Customer for the additional delivery costs incurred.3.6.The Customer may request a Proof
of Delivery, provided that this request is made in writing within 30 days of the date of
delivery and Astral Design Ltd/Astral Special Projects/AM-PM shall use reasonable endeavors
to provide such proof. Thereafter, delivery shall be deemed to have been successfully
completed.3.7.Upon delivery of the goods, the Customer will be asked to sign a Proof of
Delivery to acknowledge safe receipt. It is the responsibility of the Customer to ensure that
the number of packages delivered corresponds with the number stated on the delivery note.
Where a discrepancy occurs or where there is evident damage of the packaging, this should
be noted on the Proof of Delivery. Astral Design Ltd/Astral Special Projects/AM-PM shall not
be liable for discrepancies or damage evident on delivery where the Customer accepts
delivery and signs the Proof of Delivery without amendment.4. Export 4.1.Carriage will be
charged on orders involving Export at the appropriate rate prevailing at the date of
dispatch.4.2.The Customer is responsible at their own expense to obtain any import or
export license or any other documentation deemed necessary by any compliant authority.5.
Payment5.1.Payment is due prior to shipment unless a Customer has been approved for
credit. Astral Design Ltd/Astral Special Projects/AM-PM standard credit terms require
payment within 30 days from the date of the invoice, except in the case of transactions
where different terms are agreed in writing.5.2.Payment can be made by cash, cheque or
bankers draft (subject to any agreed surcharges).6. Product Specifications6.1. Astral
Design Ltd/Astral Special Projects/AM-PM makes every effort to supply the goods as
advertised but reserves the right to supply the goods subject to minor variations in actual
dimensions and specifications where these are changed by the manufacturer.6.2.If Astral
Design Ltd/Astral Special Projects/AM-PM cannot supply the goods ordered by the customer,
Astral Design Ltd/Astral Special Projects/AM-PM reserves the right to offer goods of equal or
superior quality at no extra cost. In such a case, if the Customer does not wish to accept
the alternative goods offered, he or she may cancel the order and require the refund of any
money paid to Astral Design Ltd/Astral Special Projects/AM-PM in respect of that order,
including carriage charges. This shall be the sole remedy of the Customer in these
circumstances.Terms & Conditions of Sale for Business Customers Page 46.3. Astral Design
Ltd/Astral Special Projects/AM-PM has to adhere to the manufacturer’s guidelines stipulating
that a given defect(s) that are deemed acceptable before an item is accepted for
replacement on grounds of fault.7. Trade names & Trade Marks7.1.Trade names and
marks (other than Astral Design Ltd/Astral Special Projects/AM-PM) are not always
indications of the actual manufacturer of a particular product and may rather be indicative
of general use systems and machines associated with such products.7.2.In the case of the
purchase of components and ‘consumables’ Customers requiring a particular brand of
product should, before placing an order, check with Astral Design Ltd/Astral Special
Projects/AM-PM the identity of the manufacturer of component it is proposed to
purchase.7.3. Astral Design Ltd/Astral Special Projects/AM-PM and the Customer
acknowledge the intellectual property rights of suppliers and manufacturers of the products
appearing in Astral Design Ltd/Astral Special Projects/AM-PM sales literature and on Astral
Design Ltd/Astral Special Projects/AM-PM website.8. Warranties & Returns8.1. Astral
Design Ltd/Astral Special Projects/AM-PM is committed to providing our customers with the
highest quality products and service. However, on rare occasions, products may be found to
be faulty or defective. In such cases we offer the returns facilities described
below.8.2.Unless otherwise stated in the manufacturer’s documentation, all goods delivered
to a UK mainland address carry a specified manufacturer’s warranty.8.3.Other than the
express provisions set out in these terms and conditions, all other terms and the implied
terms or warranties relating to the supply of goods are excluded to the fullest extent
permitted by law. Goods are not tested or sold as being fit for any particular application or
for use under specific conditions, unless expressly agreed in writing.8.4. Astral Design
Ltd/Astral Special Projects/AM-PM shall use its skill and expertise to carry out any
contracted works (the “Service(s)”) to a standard equivalent to that of a competent
electrical engineer, and shall warrant our work as free from defects, for a period of 90 days
after completion. In particular, we cannot be held responsible for any fault or damage not
caused by Astral Design Ltd/Astral Special Projects/AM-PM personnel or its contracted
agents. In the event of a claim arising relating to the level of skill and judgment applied in
the course of providing Services, Astral Design Ltd/Astral Special Projects/AM-PM reserves
at its sole discretion the right to appoint an independent expert in the field to appraise the
work carried out in the execution of the Service(s). Additionally, Astral Design Ltd/Astral
Special Projects/AM-PM cannot be held responsible for equipment installed or configured
when the equipment has subsequently been altered or configured by persons other than
Astral Design Ltd/Astral Special Projects/AM-PM. Except as set out here, all other express or
implied terms or warranties relating to the Services are excluded to the fullest extent
permitted by law.Terms & Conditions of Sale for Business Customers Page 58.5. Astral
Design Ltd/Astral Special Projects/AM-PM does not sell products on a trial basis. Customers
are strongly advised to check suitability and specifications of products before ordering. In
some instances, Customers may benefit from special price discounts issued by a
manufacturer specifically for their benefit. Such goods are not returnable to the
manufacturer and may not be sold to other customers. Accordingly, orders for such goods
cannot be cancelled and Astral Design Ltd/Astral Special Projects/AM-PM can only return or
repair Goods where they prove to be defective and the Goods are returned for repair or
replacement.8.6.In the event that Astral Design Ltd/Astral Special Projects/AM-PM, at its
discretion agrees to accept the return for credit of unwanted products, the goods must be
returned with Astral Design Ltd/Astral Special Projects/AM-PM’s prior written agreement
within 14 days of delivery. The goods must be unopened, with the manufacturers’ seals
intact and in perfect re-saleable condition. All goods returned in these circumstances will be
subject to a re-stocking fee levied at the following rates. 25% of the sales price for items
where the sales price was under £100 (excluding VAT); 15% of the sales price for items
where the sales prices was over £100 (excluding VAT). Please ensure that the product(s)
you have purchased are to your specification prior to breaking the manufacturers’ seals.
This will avoid disappointment and the product(s) being rejected, should you wish to return
them.8.7.No contract shall be cancelled once accepted by Astral Design Ltd/Astral Special
Projects/AM-PM nor shall any Goods which are delivered in accordance with the contract be
returned without prior written approval of Astral Design Ltd/Astral Special Projects/AM-PM
and on terms to be determined at the absolute discretion of Astral Design Ltd/Astral Special
Projects/AM-PM.a) Astral Design Ltd/Astral Special Projects/AM-PM’s staff will advise you of
which method of delivery to use to return the products. Depending on the nature of the
product purchased, we will either arrange a courier collection, or request that you return the
product directly to us. If the goods are found on inspection to be defective, the cost of
returning the item will be refunded to you. Authorised product returns must be sent to:
Astral Design Ltd, 40-42 Connaught Road, Chatham, Kent, ME4 5DJ
b) If we have arranged for a courier collection of your product, we are unable to specify the
collection time, and it is your responsibility to ensure that someone will be present at the
collection address when the courier arrives.c) A Goods Returns Authorisation Number (RAN)
must be obtained from Astral Design Ltd/Astral Special Projects/AM-PM for each and every
return so that we are able to administer your return, otherwise we have no means of
identifying the Goods being returned. This may result in difficulties in returning monies. The
RAN must be clearly shown on each parcel returned, and must be in the original
manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals
and documentation. Software packages must be returned unopened with the software seals
intact. Except in the case of faulty Goods, returned items not complying with these
requirements will be rejected.d) Astral Design Ltd/Astral Special Projects/AM-PM cannot
accept liability for returned packages damaged during transit. It is the Customer’s
responsibility to wrap the product adequately to prevent damage.Terms & Conditions of Sale
for Business Customers Page 6e) Proof of postage is not proof of delivery and you are
therefore strongly advised to send your package by recorded delivery, registered post or
courier, and to insure the goods for their full value.f) On receipt of the returned product, if
following the testing process, the product is found to be in good working order without
defect, we will return the product to you, and the carriage costs of this return will be your
responsibility. Please note that if you have, in the meantime, required us to provide you
with a replacement product before completion of the testing process, you will have to pay
for this product also.g) Unless otherwise stated in the manufacturer’s documentation, all
goods delivered to a UK mainland address carry a specified manufacturer’s warranty.
Customers who wish to make a warranty claim must comply with the manufacturer’s
instructions and warranty procedure. In order to resolve your problem as quickly as
possible, we will refer you to the product manufacturer who will deal directly with the
return. In these instances, we will provide you with the contact information for the relevant
manufacturer.h) This warranty shall not apply if the goods have been worked upon, altered
or damaged in any way by the Customer or its employees or agents, or to goods not used in
accordance with the manufacturer’s instructions.i) No software on which seals have been
broken can be returned for credit. If any software discs are faulty, the manufacturer will
replace them. Please note Software Licenses’ are non returnable unless the software is
materially non-compliant with its specification or the physical media on which it is supplied
is defective.9. Astral Design Ltd/Astral Special Projects/AM-PM liability9.1.In its
dealings with Business Customers, Astral Design Ltd/Astral Special Projects/AM-PM shall
under no circumstances be liable for any consequential or indirect damage or loss, however
caused, including (but not restricted to) loss of business or profits, loss of goodwill, damage
to trading relationships loss of data and other financial loss. (“Financial loss” in this sense
does not refer to the price you have paid for the goods, which we may be liable to refund to
you, in whole or in part, if the goods are faulty or do not comply with their description).
Astral Design Ltd/Astral Special Projects/AM-PM liability in respect of all other losses shall be
limited to the invoiced amount of the relevant order.9.2.Nothing in this agreement shall
limit Astral Design Ltd/Astral Special Projects/AM-PM liability for death or personal injury
caused by its negligence.10.Health & Safety
10.1. Astral Design Ltd/Astral Special Projects/AM-PM confirms that the goods it supplies as
a distributor do not present a hazard to health and safety
a) when properly used for the purpose for which they are designed; and
b) if the Customer takes reasonable and normal precautions in their use.Terms & Conditions
of Sale for Business Customers Page 711. Force Majeure11.1. Astral Design Ltd/Astral
Special Projects/AM-PM shall not be liable to the Business Customer or be deemed to be in
breach of the contract by reason of any delay in performing or any failure to perform any of
Astral Design Ltd/Astral Special Projects/AM-PM obligations in respect of the Goods, if the
delay or failure was due to any cause beyond Astral Design Ltd/Astral Special Projects/AMPM
reasonable control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond Astral Design Ltd/Astral Special Projects/AM-PM
reasonable control:a) act of God, explosion, flood, tempest, fire or accident;
b) war, threat of war, sabotage, insurrection, civil disturbance or requisition;c) acts,
restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;d) import or export regulations or
embargoes;e) strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of Astral Design Ltd/Astral Special Projects/AM-PM or of a third
party);f) difficulty in obtaining materials, labour or machinery; and g) power failure or
breakdown in machinery.11.2.If we are unable to provide you with your Goods within a
reasonable time due to circumstances outside our control, we shall either agree a new
timescale with you for the delivery of the Goods or either of us may decide to terminate the
contract in which case we will return any prepayments that you have made in full.12. Exhire
and Used Stock12.1.Goods sold as “Ex-hire” or “Used” or “demonstration” stock are
goods that Astral Design Ltd/Astral Special Projects/AM-PM sells subject to special rules.
These special rules apply in addition to, and in the event of any conflict, override all of
Astral Design Ltd/Astral Special Projects/AM-PM ‘ other terms and conditions.12.2.These
products, by their very nature, have limited availability. Upon receipt of an order, Astral
Design Ltd/Astral Special Projects/AM-PM will check stock availability. Until stock availability
is confirmed to the customer, a contract for sale will not be created and no payment will be
debited from the customer.12.3.Products are non-returnable unless we have made an error
or the goods are faulty.12.4.Unless stated otherwise on the Purchase Invoice/Receipt, a
standard Used Equipment Warranty of 90 days will apply to ex-hire, used and
demonstration stock, following a standard check by our Service Department prior to
dispatch.12.5.Where Ex-hire and used stock is sold “as seen or for parts”, no warranty will
apply and the goods are non-returnable.Terms & Conditions of Sale for Business Customers
Page 813.Errors & Omissions13.1. Astral Design Ltd/Astral Special Projects/AM-PM
makes every effort to ensure that all prices and descriptions quoted in its sales literature
and on its website are correct and accurate. However, the nature of e-commerce makes it
inevitable that mistakes will occasionally occur. In the case of a manifest error or omission,
Astral Design Ltd/Astral Special Projects/AM-PM will be entitled to rescind the contract,
notwithstanding that it has already accepted the Customer’s order and/or received payment
from the Customer. Astral Design Ltd/Astral Special Projects/AM-PM liability in that event
will be limited to the return of any money the Customer has paid in respect of the order. In
the case of a manifest error in relation to price, the Customer will be entitled to purchase
the goods by paying the difference between the quoted price and the correct price, as
confirmed in writing by Astral Design Ltd/Astral Special Projects/AM-PM after the manifest
error has been discovered.13.2.A ‘manifest error’, as the term is used in sub-paragraph (1)
above, means, in relation to an incorrect price, a price quoted in error by Astral Design
Ltd/Astral Special Projects/AM-PM which is more than 10% less than the price that would
have been quoted had the mistake not been made.14.Data Protection 14.1.
Please note: Astral Design Ltd/Astral Special Projects/AM-PM has a full and detailed privacy
statement available it its website (www.astraldesign.co.uk).14.2.Data Protection & Data
SecurityData is maintained under the provisions of the Data Protection Act (1998). Astral
Design Ltd/Astral Special Projects/AM-PM may contact the Customer from time to time to
verify and update the data Astral Design Ltd/Astral Special Projects/AM-PM holds on the
records of the Customer.15.4 Registration and data sharing Astral Design Ltd/Astral
Special Projects/AM-PM site registration and order form requires users to give Astral Design
Ltd/Astral Special Projects/AM-PM contact information (such as name, email, and postal
address), unique identifiers (such as username and password), demographic information
(such as postcode), and financial information (such as account or credit card numbers).This
data is stored for use in all Astral Design Ltd/Astral Special Projects/AM-PM marketing
communications and analysis.14.3. Astral Design Ltd/Astral Special Projects/AM-PM may
share the Customer’s information with selected 3rd parties outside the Astral Design
Ltd/Astral Special Projects/AM-PM, in order that they may contact the Customer to inform
them about goods or services which may be of interest to them. To let Astral Design
Ltd/Astral Special Projects/AM-PM know if the Customer wishes to opt-out of receiving such
information please contact Astral Design Ltd. However, irrespective of this, Astral Design
Ltd/Astral Special Projects/AM-PM will not share the Customer’s email address or personal
telephone number with these 3rd parties.14.4. Astral Design Ltd/Astral Special
Projects/AM-PM may share a Customer’s information with other companies in the group and
other third parties. The Customer may be contacted or sent information in respect of further
goods and services available and should inform Astral Design Ltd in writing in the event that
the Business Customer/Consumer does not wish to receive this.Terms & Conditions of Sale
for Business Customers Page 915.General terms of business15.1.Nothing in these terms
and conditions affects your statutory rights as a Consumer.15.2.If any provision in this
Agreement is held to be invalid or unenforceable, it shall be deemed severed from the
Agreement and this shall not affect the validity or enforceability of the remaining
provisions.15.3.Any waiver of a breach of this Agreement must be in writing.
15.4.Any variation of this Agreement must be in writing and signed by a duly authorised
Astral Design Ltd/Astral Special Projects/AM-PM official.15.5.The headings are for
convenience only and shall not affect the interpretation of this
Agreement.15.6.Assignment.
You must not transfer any contract made with us under these Conditions, as it is personal to
you, without written authority from us. This authority will not be refused without good
reason.15.7.InsolvancyThis clause applies if:a) the Customer makes any voluntary
arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a
company) becomes subject to an administration order or goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction);b) An encumbrance takes
possession, or a receiver is appointed of any of the property or assets of the Customer; orc)
Astral Design Ltd/Astral Special Projects/AM-PM reasonably apprehends that any of the
events mentioned above is about to occur in relation to the Customer and notifies the
Customer accordingly.If this clause applies then without prejudice to any other right or
remedy available to Astral Design Ltd/Astral Special Projects/AM-PM and will be entitled to
cancel the contract or suspend any further deliveries under the contract without any liability
to the Customer and if the Goods have been delivered but not paid for, the price shall
become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary.15.8.Third Party (Rights) Act 1999No third party shall be
allowed to enforce any rights under this contract.The parties hereby exclude the application
of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under
these Conditions.Terms & Conditions of Sale for Business Customers Page 1015.9.No
Waiver Astral Design Ltd/Astral Special Projects/AM-PM failure to insist upon strict
performance of any provision of these Conditions shall not be deemed a waiver of its rights
or remedies in respect of any present or future default of the Customer in performance or
compliance with any of these Conditions.15.10.NoticeAny notice required or permitted to
be given by either party to the other under these Conditions shall be in writing addressed to
the other party at its registered office or principal place of business or such other address as
may at the relevant time have been notified pursuant to this provision to the party giving
notice.Notice shall be delivered personally or sent by first class prepaid recorded delivery or
by registered post (airmail if overseas) or by facsimile transmission and shall be deemed to
be given in the case of delivery personally on delivery and in the case of posting (in the
absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail)
and in the case of facsimile transmission on completion of the transmission provided that
the sender shall have received printed confirmation of transmission.15.11.EnforceabilityIf
any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provision of these Conditions and
the remainder of the provision in question shall not be affected.15.12.DisputeIn the event
of a dispute between the Customer and Astral Design Ltd/Astral Special Projects/AM-PM, the
Customer agrees to submit to the jurisdiction in accordance with the Arbitration Act 1996
for the time being in force as a legally binding alternative to court action, should Astral
Design Ltd/Astral Special Projects/AM-PM require.15.13.JurisdictionThe contract shall be
governed by the laws of England & Wales and the Business Customer agrees to submit to
the non-exclusive jurisdiction of the English courts.15.14.ImagesProduct images are
provided for illustrative purposes only and the actual product you receive may differ from
the image displayed in sales literature or on our website, especially with generic products.

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