1. Scope and definitions

1.1.   In these terms and conditions « Apple » means Apple Distribution International, having its registered offices at Hollyhill Industrial Estate, Hollyhill, Cork, Ireland, and « Customer » means you the customer. "Product" means any products and “Service” means any chargeable or other services (excluding warranty and telephone support services) listed in a quotation (“Quotation”) sent by Apple to Customer, which Apple agrees to supply to Customer on these terms and conditions. Certain Services, including but not limited to the AppleCare Protection Plan shall be subject to additional terms and conditions as provided by Apple.

1.2.   If Customer has agreed, either electronically or via a signed agreement with Apple to terms and conditions applicable to this sale of Product and/or Services, then those terms and conditions (“Specific Terms and Conditions”) shall apply to this sale of Product and/or Services. In the event of a contradiction, the Specific Terms and Conditions shall prevail. If no Specific Terms and Conditions exist, then the terms and conditions contained herein – including any information made available via an hyperlink herein (together “Terms and Conditions") shall apply to all quotations (“Quotations”) made by Apple and shall therefore constitute a sale agreement (“Agreement”) entered into between Apple and Customer, irrespective of whether Customer accepts these Terms and Conditions by a written acknowledgement, by implication, or by acceptance of Products and/or Services hereunder. The Terms and Conditions shall form part of any order placed by Customer (“Order”). Any term or condition on any Order or other document submitted by Customer shall be of no force or effect whatsoever. In particular, acceptance by Apple of an Order sent by Customer shall not be deemed an acceptance of any conflicting or additional terms and conditions. Apple specifically rejects any different or additional terms and conditions proposed by Customer, unless those terms and conditions are mutually agreed in writing in accordance with clause 16.4.

2. Orders

2.1. All Orders must quote the single Quotation Number provided in Apple’s Quotation or the Order cannot be processed.

2.2. Information contained in a Quotation or which are given to Customer by Apple’s agents or employees constitutes an invitation to treat but does not constitute an offer by Apple to supply Products and/or Services. By placing an Order, Customer makes an offer to Apple to purchase the Products and/or Services. Any Order shall be subject to acceptance by Apple and Apple may decline any Order in whole or in part, for any lawful reason whatsoever. If Apple accepts Customer’s Order, Apple will notify Customer of its acceptance by sending an Order Confirmation.

2.3. Whilst Apple will make every effort to supply Customer with the Products and/or Services listed on the Order Confirmation, there may be occasions where Apple is unable to supply these Products and/or Services because, for example, (i) such Products or Services are no longer being manufactured or available, (ii) Apple is unable to source relevant components or (iii) there was a pricing error. In such circumstances Apple will contact Customer and may suggest alternative Products or Services that Customer might wish to purchase (at the same or different price). In the event of a pricing error, Apple will communicate the correct price to Customer. If Customer does not accept Apple’s proposed substitution or the price modification, then Apple will cancel the Order and refund any money that Customer may have paid to Apple in respect of the Order. Subject to clause 14.5, repayment of such monies will be the extent of Apple’s liability to Customer if Apple is unable to deliver the Products and/or Services ordered by Customer. Once Apple has sent the Order Confirmation to Customer, Customer may not cancel the Order.

3. Delivery and Shipment

3.1. Subject to these Terms and Conditions, Apple will supply to Customer (but not install) the Products and/or Services indicated on the Order Confirmation.

3.2. Delivery dates which might be specified in the Order, the Order Confirmation, or in any other communication from Apple (whether oral or in writing) are estimates only.

3.3. Apple may make partial shipments of Customer’s Orders, to be separately invoiced and paid for when due. Any delay in delivery of any instalment will not relieve Customer of its obligation to accept the remaining deliveries. Apple shall not be liable for any failure to ship complete orders or for any shipment delay.

4. Risk and Title

4.1. Unless otherwise notified by Apple in writing, title to and the right to retake possession of the Products purchased from Apple shall remain with Apple until all sums owing to it by Customer in respect of the Products shall have been paid in full. Apple may, at Customer’s expense, retake possession of the Products. For that purpose, Customer grants Apple, or any party representing or elected by Apple, an irrevocable licence to enter the premises where the Products then are, and, at Apple’s option in so doing, act in the name of Customer. So long as such title to and rights over Products remains with Apple, Customer shall keep the Products stored in such a manner which enables them to be identified as the Products and, wherever required by Apple, identify the Products to Apple.

4.2. Risk of loss or damage to all Products hereunder will pass to Customer upon Apple’s delivery of the products to its carrier.

4.3. Unless otherwise notified by Apple, the following shall apply. For Products shipped pursuant to Apple’s standard practices in all but the last two (2) weeks of every Apple fiscal quarter during the term of this Agreement, Apple shall issue credits or replace Products lost in transit or returned due to damage in transit.  For Products shipped pursuant to Apple’s standard practices in the last two (2) weeks of every Apple fiscal quarter during the term of this Agreement, Apple shall not issue credits or replace Products lost or damaged in transit.  Instead, Apple shall provide third-party insurance for transit damaged or lost Products with Purchaser named as loss payee.  When not shipping Products pursuant to Apple’s standard practices but instead shipping via a carrier selected by Customer, Apple shall not issue credits or replace Products lost or damaged in transit. Customer shall maintain insurance for the Products after delivery to Customer by carrier until the Products are paid in full to the full replacement value of the Products and shall note Apple’s interest on the policy.

5. Acceptance

Unless otherwise agreed in writing all shipments (which for the purpose of this clause shall be deemed to include the contents of packaged Products as well as the packages themselves and the number of packages) shall be deemed correct and undamaged unless at the time of delivery Customer specifies on Apple’s copy of the delivery documentation the precise shortfall or error in delivery or inform Apple of such shortfall or error in writing within fourteen (14) days after the original delivery date of the given shipment. Customer’s failure to inform Apple in this way shall constitute a waiver of any such claim. All communications with Apple must include the single Quotation Number provided in Apple’s Quotation, and the exact nature of the discrepancy between the order and shipment in number or type of Products shipped. For under-shipments, Apple shall, at its sole discretion, issue a replacement shipment, or a credit to Customer’s account if Apple has granted credit terms to Customer within thirty (30) days of receipt of Customer written notice.

6. Price

6.1. The price for the Products and Services will be the price indicated in the Order Confirmation. Prices include standard freight and insurance using an Apple-selected carrier.

6.2. Prices do not include value added tax or other local taxes or duties (collectively “Taxes”). All Taxes, if any, due on account of purchases hereunder shall be paid by Customer.

6.3. Customer, as importer of the Products, shall be responsible for the payment of all copyright levies, recycling fees and other similar duties imposed on the Products (or parts thereof) or their packaging by central or local authorities, collecting societies or other institutions. Apple may communicate from time to time that, in relation to specific Products, it has elected to account to the relevant body and / or join a scheme, arrangement or collective agreement on Customer’s behalf. Where Apple does so, it may charge these fees, levies or costs to Customer on the Product invoices. In addition to the payment of recycling fees or similar duties, local law or recycling schemes may require importers or scheme members to comply with certain take-back, collection or recycling requirements. Customer shall comply with such requirements and any additional requirements as may be communicated by Apple from time to time.

7. Payment

7.1. All invoiced sums shall be paid in full in the currency of the invoice without deduction or set off (statutory or otherwise) and in cleared funds. Apple reserves the right to set off any amount owed by Apple to Customer against any amount due to it by Customer. All invoices must be paid within the payment terms agreed with Apple. Where no credit facility has been granted to Customer or where this has been withdrawn (in Apple’s absolute discretion) payment will be required in full in cleared funds prior to shipment. For additional information about the means of payment please click here.

7.2. At Apple’s option, shipments may be made on such credit terms as Apple decides to extend to Customer at the time an Order is accepted. For additional information about Apple’s credit policy please click here.

7.3. If Apple has reasonable grounds to believe that Customer will fail to comply with the present payment terms or with the agreed credit terms, Apple shall be entitled to postpone or to refuse delivery of an Order.

7.4. Amounts overdue shall attract an additional interest charge at the rate of interest (computed daily for each day that the payment is late) of the one month Inter Bank Offer Rate prevailing in the country of payment plus 8% per annum which shall be payable by Purchaser in addition.

8. Data protection

8.1. By placing an Order, Customer agrees and understands that Apple may store, process and use data collected from Customer’s Order form or phone/fax/email Order for the purposes of processing the Order. Apple may also share such data globally within the Apple group of companies. All Apple companies shall protect Customer’s information in accordance with the Apple Customer Privacy Policy available here.

8.2. Apple works with other companies that help Apple provide Products and services to Customer. For more information regarding how Apple may share your information with these companies please click here.

8.3. If Customer wishes to have access to the information that Apple holds concerning Customer, or wants to make any change, or does not want to receive information from Apple or third party companies, Customer is required to contact Apple’s European data controller at privacy-euro@apple.com.

9. Proprietary rights

Customer shall not use Apple’s name, logo, trademarks, trade names, trade dress, design, look and feel or other proprietary rights (together “Proprietary Rights”) in any of it’s advertising, communications, publications or other work without the prior written permission of Apple. Customer must not remove, obfuscate, deface, cover or alter any Apple mark or other mark nor add any Apple mark or other mark to any materials provided by Apple nor to any Product or its packaging. Neither Customer nor its agents will register or use any trademark that may cause confusion with Apple Proprietary Rights.

10. Software license

10.1. In this Agreement "Software" means any Product which is software including without limitation operating systems, bundled software, stand alone software and downloadable software.

10.2. Customer shall be responsible for ensuring that any Software or Product solution ordered by Customer is suitable for Customer’s requirements and is compatible with Customer’s existing systems (hardware and software) and practices.

10.3. Customer acknowledges that products often contain not only hardware but also software, including but not limited to operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, is copyrighted, and may also contain valuable trade secrets and be protected by patents. Customer, as an end user, is licensed to use any software contained in such Products, subject to the terms of the license accompanying the Product, if any, and the applicable patent, trademark, copyright, and other intellectual property laws. Purchaser shall not separate any end-user license from a Software Product.

10.4. All Software is licensed to Customer on the terms and conditions of the applicable license agreements accompanying the Software. In addition to any obligations or restrictions set forth in the accompanying license agreement, Customer shall not copy a Software except for back up or for archival purposes, and Customer shall promptly affix to any such copy the same proprietary and copyright notices as were affixed to the original. Except to the extent permitted by law, Customer shall not duplicate, disassemble, de-compile, reverse engineer, modify, create derivative works, or otherwise change a Software or its form. Customer may use Software that are incorporated in or packaged with an hardware Product solely in connection with the authorized use of such hardware Product, and shall have no other rights with respect to the Software.

11. Export control

Customer shall comply with all laws, regulations and orders of the United States, the United Nation Organization, and the member states of the European Union and the European Free Trade Association, applicable to the export, re-export, transfer or resale of products or the provision of services and related technical data (“Export Laws”).  Purchaser shall not (i) make Products or Services available in any country in contravention of any Export Laws, or any other law, and (ii) not make Products or Services available in a country for which an export license or other governmental approval is required without first obtaining all necessary licenses or other approvals.

12. Warranty

12.1. One (1) year limited warranty on Apple-branded hardware Products – All new Apple-branded Hardware products carry a one-year limited warranty against defects in materials and workmanship. The warranty terms and conditions, which form part of and are incorporated into this Agreement by reference, are available online at the following URLs:

a. One-year limited warranty for new products except iPod and iSight available here.

b. One-year limited warranty for iPod and iSight available here.

Such warranty terms and conditions are also contained in the Apple hardware box. The Apple limited warranty covers Apple-branded hardware products only. It does not cover Software, Services or third parties’ products and/or services. Purchaser shall not be entitled to make any claim against Apple in respect of the breach of the Apple limited warranty unless the claim is made within two (2) months of discovering or learning of the defect. Apple shall not accept any liability for loss of data caused by warranty service. For more information about Apple warranty service, please click here.

12.2. Apple Software – The sole warranty, if any, for Apple Software purchased under this Agreement shall be as set forth in the software license agreement or documentation that accompanies each Apple Software.

12.3. Third-party products (hardware and software) and services – All third-party products (including non Apple branded products contained in product bundles or promotions) and services are sold “as is” and without warranty from Apple, but may be accompanied by a manufacturer’s warranty, as provided in any documentation or license agreements that accompanies such products and/or services. For more information please click here.

12.4. APPLE MAKES NO OTHER WARRANTY TO CUSTOMER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW, APPLE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS WELL AS ANY STATUTORY WARRANTY ON HIDDEN DEFECTS.

13. Telephone Support / Contacting Apple – For more information please click here.

14. Limitation of Liability

14.1. These terms and conditions set out the full extent of our obligations and liabilities in respect of the supply of the Products (and performance of telephone support and warranty services) and the performance of any Services.

14.2. There are no warranties, conditions or other terms that are binding on us except as expressly stated in the Contract.

14.3. Subject to clause 14.5, the maximum aggregate liability of either party to the other on all claims of any kind under or related to this Agreement, whether in contract, warranty, condition, tort, strict liability, statute, or otherwise, SHALL BE LIMITED TO THE SUM PAID TO APPLE FOR THE PRODUCT OR SERVICE IN QUESTION. IN NO EVENT SHALL ALL RECOVERIES, WHETER BASED ON A SINGLE CLAIM OR ON SEVERAL CLAIMS, EXCEED ONE HUNDRED THOUSAND EURO (€100,000).

14.4. Subject to clause 14.5, IN NO EVENT WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, CONDITION, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTIAL, OR INDIRECT DAMAGES (INCLUDING LOST BUSINESS PROFITS OR REVENUE, LOSS OF CONTRACTS, LOSS OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, OR THE COST OF THE PROCUREMENT OF SUBSITUTE GOODS) OR FOR PUNITIVE OR EXEMPLARY DAMAGES. The limitations set forth in clauses 14.3 and 14.4 shall not apply to (i) any claim by Apple against Customer for violation of intellectual property rights, or (ii) for payment of the amount due to Apple by Customer for Products and Services purchased under the Agreement. THE REMEDIES SET FORTH IN THIS AGREEMENT WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM AGAINST APPLE UNDER OR RELATED TO THIS AGREEMENT. Customer waives and relinquishes any right or claim that might arise out of Apple’s refusal to accept Customer’s Order.

14.5. Nothing in the Agreement shall limit or exclude Apple’s liability (i) for death or personal injury caused by Apple’s negligence, (ii) for fraud, (iii) for any breach of the obligations implied by applicable compulsory national laws or (iv) any liability which cannot be excluded by law. In particular, if this Agreement is held to constitute a supply of goods or services to a “consumer” by a competent judge in Customer’s jurisdiction by application of mandatory principles of consumer law in that jurisdiction (“Mandatory Consumer Law”), nothing contained in this Agreement shall exclude or restrict Customer’s rights in relation to the Products and Services to be supplied under the Agreement where to do so is unlawful pursuant to Mandatory Consumer Law.

14.6. Any warranty, condition or other term concerning the Products or Services which might otherwise be implied into or incorporated in the Contract by statute, common law, laws applicable in the country where Customer purchases the Products or Services or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) are hereby expressly excluded to the maximum extent permitted by law.

15. Governing law / Jurisdiction

This Agreement shall in all respects be governed by and interpreted under the laws of the Republic of Ireland and the parties submit to the exclusive jurisdiction of the courts of the Republic of Ireland. Notwithstanding the foregoing, Apple reserves the right to institute proceedings against Customer in the courts having jurisdiction in the place where Customer has its seat or in any jurisdiction where a harm to Apple is occurring.

16. General Terms

16.1. Force Majeure – Other than for the requirements to make payment when due, neither party shall be liable for any delay or failure to meet its obligations under this Agreement due to unforeseen circumstances or to causes beyond such party’s control. In the event of any such delay, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay save that in the event that the delay continues for more than two (2) months, Apple may elect to terminate this Agreement with immediate effect without incurring any liability.

16.2. No waiver – The waiver by either party of any default by the other party shall not waive subsequent defaults by such other party of the same or different kind.

16.2. Severability – If any of the provisions, either in part or in full, of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable or invalid, such provision shall be enforced to the maximum extent possible or permissible and this Agreement will be adjusted, if possible, so as to give maximum effect to the original intent and economic effect of the parties with respect to the unenforceable provision and the remaining portions of this Agreement shall remain in full force and effect.

16.3. No assignment – Customer may not assign this Agreement nor any Order related thereto and Customer may not delegate its duties under the Agreement without Apple’s prior written consent which shall not be unreasonably withheld. Apple may assign the Agreement without Customer’s consent provided that such assignment is to an affiliated company forming part of the Apple group of companies.

16.4. Modification – No modification to this Agreement shall be binding unless in writing and signed by an authorized representative of each party.