1.1. Every Contract for the supply of Equipment or Services by Tdk Solutions Ltd to the Customer is subject to these Terms and Conditions. All other Terms and Conditions whether implied by statute, common law, or trade usage, or expressed by the Customer are hereby excluded save for Terms and Conditions expressly accepted by Tdk Solutions Ltd in writing and Terms and Conditions and other terms, which cannot be excluded by law.
1.2. Any commitment made by our agents or representatives is not valid unless it is ratified in writing by an administrator or a member of the general management.
Acceptance of orders:
2.1. All Purchase orders are subject to written acceptance by Tdk Solutions Ltd by the issue of a sales order acknowledgement. Any orders received by post, fax, and email, via our web site, via sales Person, sales rep. or agent, will be immediately considered firm and definite once order acknowledgment is issued. Cancellation of any order is subject to Tdk Solutions Ltd ‘s receipt of your written notice of such cancellation before (i) any product is shipped or (ii) the services are scheduled to commence. In the event of any such whole or partial cancellation of any order, you shall pay to Tdk Solutions Ltd the reasonable costs and expenses (including, without limitation, expenses and commitments to Tdk Ltd.’s suppliers and subcontractors) incurred by Tdk Solutions Ltd prior to Tdk Solutions Limited ‘s receipt of the cancellation notice. Orders for non-standard, special or custom products and/or services are final and non-cancelable.
2.2. For orders less then less than 10000 Kenya Shillings not including VAT a handling fee of 500 Kenya Shillings will apply. This does not apply to Web orders.
2.3. Any consumption, excise, sales, value added or other tax which may be applicable to the transactions conducted under this Agreement shall be invoiced to you as a separate item and shall be paid by you unless you furnish Tdk Solutions Ltd with a valid exemption certificate.
3.1. In regards of shipments outside the 1. Nairobi, and 2. Kenya products shall be shipped with the client’s suitable means, however we can offer Facilitations Where necessary, in regards of shipments within the Kenya, we use any available courier service of your choice. The risk of loss or damage to, the products shall pass to you upon Tdk Solutions Ltd delivery of the products to a carrier for shipment. Title to software will remain with the applicable licensor(s). Tdk Solutions prices do not include shipping and handling charges. Tdk Solutions Ltd shall be permitted to deliver products in separate installments.
3.2. The Customer shall inspect the Equipment upon delivery and if it does not correspond in nature to the goods ordered, the Customer shall notify Tdk Solutions Ltd within 5 days.
3.3. If the Customer fails to take delivery of the Equipment or fails to give Tdk Solutions Ltd adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to TDK, Tdk Solutions Ltd may either, in its absolute discretion: a) store the Equipment until actual delivery and charge the Customer for the reasonable cost (including insurance) of storage; or b) sell the Equipment at the best price readily obtainable and taking into account all reasonable storage and selling expenses charge the Customer for any shortfall below the price under the Contract.
3.4. Where the Equipment or Services are to be delivered in partial shipments, each delivery shall constitute a separate Contract and failure by Tdk Solutions Ltd to deliver any one or more instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
3.5. If Tdk Solutions Ltd fails to deliver the Equipment or Services for any reason other than a Force Majeure reason or the Customer’s fault and Tdk Solutions Ltd is found liable to the Customer, Tdk Ltd.’s liability shall be limited to 100% of the price of the Equipment or Services not so delivered.
3.6. Any dates quoted for delivery of the Equipment or Services are approximate only and Tdk Solutions Ltd shall not be liable for any delay in delivery of the Equipment or Services, howsoever caused. Time for delivery shall not be of the essence. The Equipment or Services may be delivered by Tdk Solutions Ltd in advance of the quoted delivery date upon giving reasonable notice to the Customer.
3.7. Acts of state as well as circumstances such as: strike, fire, flood, “lock-out”, bad weather, shortage of transport, breakdown of machines, and any that are considered Natural disasters since they make it impossible, difficult or considerably more expensive to supply the goods than when the contract was issued; the aforementioned cases of Acts of God allow the vendor to cancel the contract in whole or in part without any obligation to provide compensation.
4.1. Tdk Solutions Ltd warrants that products sold by Tdk Solutions Ltd hereunder shall be free from defects in material and workmanship for a period commencing on the date of shipment and continuing until expiration of Tdk ‘s applicable standard warranty period for such product as set forth in product description on the Site. Basic warranty is 12 months from the date of shipping. Warranty against any manufacturing faults is valid as long as this fault is not the result of negligence, lack of maintenance or incorrect use. Goods will be repaired or exchanged free of charge for as long as the equipment is under warranty and it is repaired by our technical department or a service provider of our choice. The customer will be responsible for shipping charges.
4.2. Where the Customer requires repair or replacement of Equipment outside the relevant warranty period, Tdk Solutions Ltd shall be entitled to charge in full for such repair or replacement. Where a Customer returns a product for repair and no fault is found, Tdk Solutions Ltd shall be entitled to charge a fee to cover the time taken to test the product.
4.3. In respect of any error or defect in Services provided by Tdk Solutions Ltd under a Contract which is notified to Tdk Solutions Ltd in writing by the Customer within 10 Business Days of the provision of such Services, Tdk Solutions Ltd will make reasonable resources available to investigate and endeavor to rectify the defect and otherwise Tdk Solutions Ltd accepts no liability in respect of any error or defect in any Services or the consequences thereof and gives no warranty in respect thereof.
4.4. TDK’s responsibility is strictly limited to delivering the product and repairing or replacing defective goods during the term of the warranty. Under no circumstances may Tdk Solutions Ltd be held responsible for any other damage such as network down-time, performance not as high as expected, incompatibility with certain operating systems or other software, damage caused to other components in the system etc. (this list is not exhaustive). The customer declares awareness of the technical characteristics of the products offered and acceptance of same.
4.5 Custom products and software are returnable for repair or warranty replacement only. For the return policy on non-TDK® brand products, talk to a Customer Service Representative.
4.6. Tdk Solutions Ltd may revise and discontinue products or services at any time without notice to you. Tdk Solutions Ltd reserves the right to substitute the latest design or manufactured equivalent products where interchangeability does not materially affect form, fit or function. Parts used in repairing or servicing products may be new, equivalent to new or reconditioned.
Return of goods:
5.1. You may only return products in accordance with TDK’s standard Return Policy in effect on the date of the return. If you fail to follow TDK’s Return Policy, Tdk Solutions Ltd is not responsible whatsoever for any returned product that is lost, damaged, modified or otherwise processed for disposal or resale. You must contact Tdk Solutions Ltd before attempting to return a product in order to obtain a Return Material Authorization (“RMA”) number to include with the return. Tdk Solutions Ltd shall not be required to accept any return without an authorized RMA number. Tdk Solutions Ltd has approved the return by providing an RMA number. You must return the product in its original or equivalent packaging. You are responsible for all risk of loss and shipping and handling fees for returned products. Tdk Solutions Ltd may, in its sole discretion, charge additional restocking fees and/or issue credit for partial returns less than invoice or individual component prices due to bundled or promotional pricing. If you are entitled to return a cabinet, rack or other oversized product (“Oversized Product”) under TDK’s Return Policy, you must contact Tdk Solutions Ltd to arrange for the Oversized Product to be picked up by a carrier selected by TDK. Tdk Solutions Ltd shall only accept returns of Oversized Products that such Tdk Solutions Ltd selected carrier certifies as not being damaged. In the event that you return an Oversized Product that is found by Tdk Solutions Ltd to be damaged, you shall pay Tdk Solutions Ltd a restocking fee equal to fifty percent (50%) of the purchase price of such Oversized Product.
Prices and payments:
6.1. The price of the Equipment and Services shall be TDK’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in TDK’s price list current at the date of acceptance of the order.
All prices quoted are valid for 30 calendar days only or until earlier acceptance by the Customer, after which time they may be altered by TDK. Online prices are valid only at the time of ordering. Invoicing company and currency is indicated on the sale acknowledgement.
6.2. Unless otherwise agreed in writing, all prices for Equipment are quoted ex works inclusive of packing but exclusive of any applicable Value Added Tax and delivery charges, which the Customer shall additionally be liable to pay to TDK.
6.3. Any retail prices quoted in TDK’s price lists or catalogues or other literature are recommended prices only.
6.4. Tdk Solutions Ltd reserves the right to increase prices in the time between the order point and the delivery date to cover increased costs associated with changes in exchange rates purchase prices, customs duties, freight rates and insurance premiums or other matters beyond the seller’s control. If the price increase exceeds 5%, the buyer is entitled to withdraw the purchase if the seller is notified in writing within 14 days of notification of the increase. If sellers’ costs are increased as a result of buyer’s instructions or lack of the same, such costs must be fully covered by the buyer.
6.5. Unless otherwise specified payment terms are due net thirty (30) calendar days from the date of TDK’s invoice. In the event that TDK, in its sole discretion, deems your financial condition unsatisfactory, Tdk Solutions Ltd may require full or partial payment in advance. Upon your failure to submit full or partial payment, Tdk Solutions Ltd may cancel or delay any or all orders hereunder and/or adjust prices to match those in effect at the time delayed shipment is made. Amounts past due are subject to a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law.
Retention of title
7.1 Notwithstanding delivery and passing of risk in the Equipment, title to the Equipment shall remain in Tdk Solutions Ltd until such time as all amounts which are owed to Tdk Solutions Ltd are paid in cleared funds in full (whether in respect of Equipment which is the subject of a contract under these Conditions or any other sum whatsoever due and payable by the Customer to TDK).
Liabilities and Applicable Law
8.1. IN NO EVENT SHALL TDK’S LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE COST OF THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL TDK SOLUTIONS LTD BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER OR NOT TDK SOLUTIONS LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. These Conditions shall in all respects be construed in accordance with the laws of the country of the invoicing Tdk Solutions Ltd entity and the parties shall submit to the exclusive jurisdiction of those country eligible courts