Standard Terms and Conditions

1. Alpha Data Parallel Systems Ltd ("Alpha Data") agrees to supply and you agree to purchase/license/sublicense products ("Products") quoted herein are subject to these terms and conditions, which shall supersede any terms and conditions on any purchase order form or document you submit to Alpha Data ("Agreement"). You also agree that the Products will not be used for, or in the design of any ultrahazardous activities, including but not limited to, air traffic control, critical care operations, mining, nuclear installations, and the like.
2. PAYMENT TERMS: Our payment terms are net thirty (30) days from our invoice date. Each shipment will have a separate invoice. A late payment fee of the lesser of 1.5%, or the maximum interest rate allowed by law, of the invoice total will be charged for each month (or portion thereof) that an invoice remains unpaid by you. You are also responsible for any costs, including legal fees, incurred by Alpha Data in the collection of any invoice balance not paid within the previously stated time period
3. SHIPPING AND HANDLING: A shipping and handling charge will be added to each order.
4. TAXES: Prices do not include any federal, state, municipal or other foreign government duties or taxes (such as sales, use, etc.). We will honor properly presented sales tax exemption certificates supplied at the time of the order.
5. Unless otherwise expressly agreed to by Alpha Data, Products shipped by Alpha Data to you will be shipped at your expense F.O.B. origin. Freight charges will be prepaid and added to the Alpha Data invoice.
6. PATENT AND TRADEMARK INDEMNITY: Alpha Data shall have no duty to defend, indemnify, or hold Customer harmless from and against any or all damages and costs incurred by Customer arising from the infringement of Patents or Trademarks or the violation of Copyrights by goods which were not manufactured by Alpha Data.
7. WARRANTY: Products returned to Alpha Data within one year of the date of invoice and found to have defective material or manufacture will be repaired or replaced at Alpha Data's discretion, material and manufacturing costs of repairs will be met by Alpha Data provided damage has not been caused by misuse or handling. Alpha Data must be contacted prior to return of goods and issued with a valid RMA (Returns Material Authority) number.
8. ERRORS, PRICE CHANGES & AVAILABILITY: Alpha Data shall not be held liable for mistakes or typographical errors. Prices are subject to change without notice. Products listed are subject to availability and may change without notice.
9. FORCE MAJEURE: Alpha Data shall not be liable for any failure to perform under this Agreement resulting from any cause beyond the reasonable control of Alpha Data, including, but not limited to, an act of God; accident; telephone service provider problem; war; fire; lockout; strike or labor dispute; riot or civil commotion; act of the public enemy; enactment, rule, order or act of civil or military authority; or acts or omissions of any other party, including Alpha Data's Vendor.
10. APPLICABLE LAW, CHOICE OF VENUE: This Agreement is entered Scotland, UK and shall be governed by, construed and enforced in accordance with, the laws of Scotland, notwithstanding any application of choice of law principles.
11. TERMINATION: Alpha Data has the right to terminate or change this Agreement without notice. Alpha Data has the right to deny credit to any company or entity that does not meet the then current Alpha Data credit standards.
12. ASSIGNMENT & SURVIVAL: This Agreement, including, all of its underlying obligations, may not be assigned by you without the express, written consent of an officer of Alpha Data. The provisions of the Patent and Trademark Indemnity, Disclaimer of Warranties and Limitation of Liability, Assignment and Survival, and Applicable Law, Choice of Venue sections of this Agreement shall survive any termination of this Agreement.
13. SEVERABILITY: In the event any term, provision or covenant of this Agreement shall be judged by any court of competent jurisdiction to be unenforceable, then the validity of the remaining terms, provisions and covenants shall be unaffected and this Agreement shall be construed as if the unenforceable provision had never been a part of it. If any term, provision or covenant of this Agreement shall be judged unenforceable by a court of competent jurisdiction by reason of its duration, scope or a combination thereof, such covenant shall be adjusted to the extent necessary to cure such lack of enforceability, and this Agreement shall be construed as if such provision had originally been agreed to in its adjusted form.