Terms and conditions of sale

Alchemy Telco Solutions (UK) Ltd
Terms of sale for resellers of technology products
These Terms and Conditions for Sale were last updated on: 1^st October 2026

1. Definitions and interpretation

1.1 In these Sale Terms, the following definitions apply:

“Alchemy” means Alchemy Telco Solutions (UK) Ltd (registered in England and Wales under company number 09689100) with its registered office at Unit 16 & 17 Evolution Hooters Hall Road, Newcastle Under Lyme, Staffordshire, United Kingdom, ST5 9QF.

“Chargeback” means any reversal, charge dispute, retrieval request, payment recall or reversal of a card, bank or other payment made to Alchemy, which is initiated, requested, threatened or procured by or on behalf of the Reseller through the Reseller’s card issuer, acquiring bank, payment service provider or otherwise.

“Consumer” means any natural person who in the contract with the Reseller is acting for purposes that are not related to his or her trade, business, or profession.

“Contract” means the contract between Alchemy and the Reseller for the sale and purchase of the Products made in accordance with (as applicable):

1. these Sale Terms;
2. any Special Terms;
3. Vendor-specific T&Cs; and
4. Alchemy’s Website Terms of Use and any documents referred to therein.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“Dispatch” means the point at which the Products leave Alchemy’s warehouse, whether collected by the Reseller, collected by the Reseller’s nominated carrier, or handed to a carrier arranged by Alchemy on the Reseller’s behalf; and “Dispatched” shall be construed accordingly.

“Order” means an order placed by the Reseller for Products, including any order placed through the Platform.

“Personal Data” means information about an identified or identifiable natural person as defined in the Data Protection Legislation.

“Platform” means Alchemy’s e-commerce platform accessible via the Website through which Resellers may register an account, browse Products, select delivery and payment options, and place Orders.

“Products” means any technology hardware, accessories and associated software offered for sale by Alchemy to the Reseller, including without limitation mobile phones, tablets, laptops, smartwatches and related accessories, and any instalments of the Products or any parts of or for them.

“Reseller” means the person, firm, company, entity or organisation which registers an account with and/or contracts with Alchemy for the purchase of Products for the purpose of resale, and not for its own end use.

“Sale Terms” means these standard terms and conditions of sale, or such replacement standard terms and conditions as are in force at the date of the Contract.

“SKU” means a stock-keeping unit.

“Special Terms” means any Alchemy additional terms and conditions applicable to specific Products or other aspects of Alchemy’s business (excluding Vendor-specific T&Cs), as amended or updated from time to time.

“Vendor” means the third-party manufacturer, publisher or service provider of the Products.

“Vendor-specific T&Cs” means any additional terms and conditions which may be applicable to the Reseller’s purchase and resale of Products and/or Vendor services that are made available by Alchemy or the relevant Vendor.

“Website” means https://callisto.tech/.

1.2 The headings in these Sale Terms are for convenience only and shall not affect their interpretation.

1.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time to time and includes all subordinate legislation made under that legislation or legislative provision.

1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.5 These Sales Terms shall apply to sales of all Products for shipment or delivery to or within the UK mainland. Alchemy reserves the right to apply supplemental or other terms for Products to be shipped by Alchemy outside the UK mainland or for export outside the customs territory of the UK.

1.6 Alchemy may update these Sale Terms from time to time. The Reseller shall be notified of changes to these Sale Terms via the Platform and/or by email to the registered contact for the Reseller’s account.

 

2. Registration and basis of the contract

2.1 To place Orders through the Platform the applicant must register an account. The applicant shall also be required to complete Know-Your-Client (“KYC”) and compliance checks prior to on-boarding the applicant as a Reseller which shall be carried out by Alchemy’s third party compliance service provider. To complete the KYC and compliance checks, the applicant shall be required to provide evidence of its business status, VAT registration, details of beneficial ownership and proof of identity and any other information required, as notified by Alchemy.

2.2 Alchemy may accept or reject an application to become a Reseller at its discretion and for any reason whatsoever.

2.3 The commencement date of the Reseller’s Contract with Alchemy shall be the date the applicant is successfully registered as a Reseller of Alchemy and such Contract shall be effective and in force until terminated by either party in accordance with these Sale Terms.

2.4 Alchemy may require the Reseller to carry out updated KYC and compliance checks from time to time. The Reseller may not be able to place an Order or Alchemy may reject the Reseller’s Order until it completes the KYC and compliance checks to Alchemy’s satisfaction.

2.5 The Reseller warrants that all information provided on registration and in relation to KYC and compliance checks is true, accurate and complete, and that it shall purchase the Products for the purpose of resale and not as a Consumer or end user.

2.6 All Orders made by a Reseller shall be governed by these Sale Terms to the exclusion of any other terms and conditions not accepted in writing by an authorised representative of Alchemy, including without limitation any terms the Reseller seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. No variation proposed by the Reseller to these Sale Terms shall be binding unless agreed in writing by an authorised representative of Alchemy.

2.7 The Reseller’s purchase and further resale of Products and/or Vendor services may be subject to Vendor-specific T&Cs in addition to and without prejudice to these Sale Terms. It is the Reseller’s responsibility to be aware of and adhere to the Vendor-specific T&Cs as current from time to time, and the Reseller agrees to be bound by them by placing an Order for the respective Products and/or Vendor services.

2.8 Without prejudice to the application of these Sale Terms, Special Terms may apply to an Order. Any Special Terms will be made available on the Platform and/or Website. It is the Reseller’s responsibility to be aware of and adhere to the Special Terms as current from time to time, and by placing an Order the Reseller agrees to be bound by them.

2.9 No employee or agent of Alchemy other than an authorised representative has any authority to make any representation concerning Products, and an authorised representative has no authority to make such representation other than in writing. Accordingly the Reseller agrees that in entering into a Contract it does not rely on any unauthorised representation and shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

 

3. Reseller login

3.1 In placing an Order, the Reseller may utilise password, login credentials or other code issued (together and individually the “Reseller’s Login”).

3.2 It is the Reseller’s responsibility to keep the Reseller’s Login details confidential. The Reseller has sole responsibility for its Reseller’s Login and shall immediately inform Alchemy in case of loss of password or in case of any abuse or attempted abuse. The Reseller agrees that it will have in place and maintain security measures to ensure use only by authorised personnel for authorised purposes.

3.3 The Reseller agrees that Alchemy is entitled to rely absolutely on any Orders placed using the Reseller’s Login, to deliver as directed by such Orders, and to invoice and be paid in respect of such Orders.

3.4 The Reseller agrees that any Order placed on the Platform, mentioning or utilising the Reseller’s Login is a valid and binding purchase Order.

3.5 The Reseller acknowledges that Alchemy cannot guarantee the security of the internet and the possibility of interception or corruption of data transmitted, and that Alchemy is nonetheless entitled to rely on data transmitted in the form it is received by Alchemy.

 

4. Confidentiality, information, and data protection

4.1 In furtherance of the business relationship between Alchemy and the Reseller, it may be necessary or desirable for either party to disclose to the other certain non-public business and/or technical information that is either marked “Confidential” or by its nature should be considered confidential by a reasonable business person (the “Confidential Information”). Each party will only disclose the other party’s Confidential Information to those of its officers, employees, consultants and professional advisers (“Representatives”) who have a need to know and the recipient and its Representatives shall protect Confidential Information disclosed to it from unauthorised disclosure or access by using the same degree of care it takes to protect its own confidential information, which in no event shall be less than reasonable care. The confidentiality obligations will not apply to information which (i) is or becomes publicly available other than as a result of a breach by the recipient of its obligations under these Sales Terms; (ii) is already in the receiving party’s possession prior to disclosure; (iii) is independently developed by a party without using the disclosing party’s Confidential Information; (iv) is rightfully obtained from third parties not subject to confidentiality obligations.

4.2 A party shall be entitled to disclose Confidential Information of the other party if and to the extent required by law or pursuant to a valid order of a court of competent jurisdiction or authorised government agency, provided that the receiving party (i) promptly notifies the disclosing party thereof (if and to the extent permitted by law and reasonably practicable), and (ii) cooperates with the disclosing party, at the disclosing party’s request, to receive a protective order or otherwise avoid or minimise disclosure. If the receiving party is unable to inform the disclosing party before Confidential Information is disclosed pursuant to this clause it shall, to the extent permitted by law, inform the disclosing party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.

4.3 All Product pricing, description, availability, and related information (“Information”) provided by Alchemy, in any form, is the property of Alchemy or its Vendors. Alchemy grants the Reseller a limited, non-exclusive, royalty free, non-transferable, non-sublicensable licence to use the Information only for the purpose of the Reseller’s purchases and resales of Products sold by Alchemy. Alchemy may stop the provision of Information at any time without notice. The Reseller agrees to hold any Information that is not publicly available in confidence and not to use, reveal, publish, disclose or transfer it except as permitted. All Information is provided “as is” and Alchemy makes no warranty as to its accuracy.

4.4 The Reseller shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Alchemy’s Platform or Website provided via, or in relation to, Alchemy’s Platform and/or Website. This includes using (or permitting, authorising or attempting the use of):

• Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform and/or Website or any data, content, information or services accessed via the same.
• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of Alchemy’s rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).

The Reseller shall not use, and Alchemy does not consent to the use of, its Platform and/or Website, or any data published by, or contained in, or accessible via, its Platform and/or Website, or in relation to, its Platform and/or Website for the purposes of developing, training, fine-tuning or validating any AI system or model or for any other purposes not explicitly set out in these Sale Terms.

This clause will not apply insofar as (but only to the extent that) Alchemy is unable to exclude or limit text or data mining or web scraping activity by contract under the laws that are applicable to Alchemy.

4.5 Alchemy and the Reseller acknowledge and agree to comply with applicable Data Protection Legislation when acting as controller or processor (as applicable) in respect of any Personal Data. Detailed information about Alchemy’s collection and use of Personal Data can be found in its Privacy Policy.

 

5. Orders

5.1 The provision or display of Product pricing and other Information by Alchemy to the Reseller does not amount to an offer by Alchemy to sell Products at that price or on any other terms. Supply of such Information is only an invitation to treat. An Order by the Reseller for Products shall be the offer subject to these Sale Terms, which Alchemy may accept or decline.

5.2 The Reseller shall be responsible to Alchemy for ensuring the accuracy of the terms of any Order and shall be solely responsible for its selection of Products and their fitness for any particular purpose. Alchemy disclaims any liability for any errors in the Reseller’s Order.

5.3 Each Order shall only be deemed to be accepted when Alchemy issues a written acceptance of the Order.

5.4 Alchemy reserves the right to make any changes to the Contract due to changes in the specification of the Products or services made by its Vendors, or changes required to conform with any applicable safety or other statutory and regulatory requirements. These changes will be notified to the Reseller. The Reseller cannot cancel or reschedule any applicable Order provided the changes do not materially alter the terms of the Contract.

5.5 Alchemy is under no obligation to accept the withdrawal or cancellation of an Order which has been accepted by Alchemy. If Alchemy agrees to accept a withdrawal or cancellation, such agreement will only be effected by an authorised representative of Alchemy in writing.

5.6 Notwithstanding any acceptance by Alchemy of the Reseller’s Order, if there has for any reason been a material or obvious pricing error, Alchemy shall notify the Reseller as soon as possible following acceptance of the relevant Order and as agreed with the Reseller, either invoice the Reseller the true and correct price (not exceeding the prevailing wholesale market price) where a lower price was paid or cancel the Order. If an Order has been delivered, collect any mispriced Product at Alchemy’s expense and credit the Reseller for the price paid. If the true price is lower than the price paid, Alchemy will issue a credit note to the Reseller based on the lower true price.

5.7 Alchemy may set minimum order levels and charge additional fees for any Order below such levels, which shall be displayed on the Platform and/or the Reseller’s basket prior to confirming the Order.

5.8 Alchemy may cancel, and shall be under no obligation to accept or fulfil, an Order if Products are in short supply including from its Vendors or if Vendor prices have increased to such a level that fulfilment would result in Alchemy selling at a loss or with lower than normal margins. Where an Order is cancelled pursuant to this Clause, Alchemy shall issue a credit note or refund to the Reseller for any amount paid within 14 days of cancellation.

5.9 Alchemy may from time to time offer the Reseller the option to include transit insurance for its Order. The transit insurance provider is not recommended by Alchemy and the Reseller must carry out its own due diligence in opting for appropriate transit insurance. For the purpose of these Sale Terms, the transit insurance provider is a Vendor and their services will be subject to the Vendor-specific T&Cs. The Reseller shall ensure that it has read, understood and accepted such Vendor-specific T&Cs prior to opting for its services. Alchemy shall have no liability to the Reseller where the Reseller opts to take the transit insurance for the provider made available by Alchemy.

 

6. Prices

6.1 Prices for Products in Alchemy’s stock ready to be Dispatched will be published prior to the Reseller placing the Order. Product prices may be subject to change up to the point the Order is placed.

6.2 All prices displayed exclude the cost of transport from Alchemy’s warehouse or other storage facility (“Alchemy’s Warehouse”) to the Reseller’s receiving point, as well as configuration, fulfilment and other services provided by Alchemy or a Vendor. Carriage, where selected at checkout, will be charged in addition in accordance with Clause 8.

6.3 All prices and charges are exclusive of any applicable value added tax (“VAT”), which the Reseller will be required to pay additionally to Alchemy. Unless otherwise stated, prices for Products delivered in the UK will include any waste, battery and other environmental fees and similar charges that Alchemy may by law charge or collect upon resale in the UK.

6.4 If the Reseller is offered special pricing made available to Alchemy from its Vendors, the Reseller shall adhere to the applicable Special Terms and agrees to indemnify Alchemy for any claims made against Alchemy by Vendors for the Reseller’s non-compliance. Non-compliance with the Special Terms may entitle Alchemy to reclaim the Products with no liability to the Reseller or invoice the Reseller in full for all discounts, rebates and other special price conditions granted which shall be payable by the Reseller on demand.

6.5 If the Reseller opts to include transit insurance for the relevant Order from the provider made available by Alchemy, the additional charge for such services shall be provided at the time of placing the Order.

 

7. Terms of payment

7.1 Payment for Products must be made at the time of placing the Order whether made for itself or for delivery to a Consumer.

7.2 It is Alchemy’s policy not to accept cash and cheques as a method of payment. Payment shall be made by credit or debit card, the cards used to pay Alchemy must be issued to the Reseller and not to any individual deemed a Consumer, and Alchemy reserves the right to charge fees for card payments to the extent permitted by law. All card payments are collected via Alchemy’s third party payment services provider and shall be subject to their terms and conditions.

7.3 If Alchemy issues a credit note and the Reseller does not utilise it within twelve (12) months from the date of issue, Alchemy shall have the right to cancel the credit note.

7.4 Any credit balance shown on a Reseller’s statement of account which remains unused for a period of twelve (12) months from the date the credit was issued will be forfeited by the Reseller.

7.5 Alchemy shall issue an invoice (including any VAT applicable) prior to the Reseller’s confirmation of its Order and such invoice and receipt of payment shall also be made available on the Resellers account. Alchemy may without notice sell, assign, factor or otherwise transfer any book debt owed by the Reseller or enter into any form of invoice discounting arrangement with any third party.

7.6 Alchemy shall have no obligation to perform or supply, and the Reseller shall have no right to require, any Service or any Product in the event the Reseller fails to pay any fees when they become due.

7.7 No chargebacks

• 7.7.1 The Reseller acknowledges and agrees that all Orders are business-to-business transactions entered into for the purpose of resale, that the Reseller is not a Consumer, and that the consumer protection rights and remedies available to Consumers do not apply to the Reseller.
• 7.7.2 The Reseller agrees that it shall not, and shall procure that its officers, employees, agents and authorised personnel shall not, initiate, request, threaten or procure any Chargeback in respect of any payment made to Alchemy, whether on the grounds of non-receipt, dissatisfaction, alleged non-delivery, alleged loss or damage in transit, alleged defect, or otherwise.
• 7.7.3 The Reseller shall be solely responsible for all claims, demands, refunds, returns, chargebacks, payment disputes, card scheme disputes, fraud claims, Consumer complaints and other liabilities arising from or relating to any sale or supply of Products by the Reseller to a Consumer. The Reseller acknowledges that it acts as principal and merchant of record in respect of such sales and shall have no right to recover from, charge back to, set off against, withhold from, or otherwise pass through to Alchemy any such amounts except to the extent expressly agreed in writing by Alchemy. For the avoidance of doubt, a Chargeback initiated by a Consumer against the Reseller or the Reseller's payment provider, whether arising from alleged fraud, unauthorised use, non-delivery, delay, defect, return, cancellation, dissatisfaction, consumer protection rights or otherwise, shall not constitute a Chargeback by Alchemy and shall be borne exclusively by the Reseller.
• 7.7.4 The Reseller agrees that any dispute relating to an Order, a payment, the Products shall be raised exclusively and in good faith through Alchemy’s dispute resolution process available at https://callisto.tech/, within 14 days of the relevant invoice or delivery. The Reseller's sole remedies in relation to any alleged short delivery, non-delivery, damaged Products, defective Products, incorrect Products, invoice dispute or other claim arising out of an Order shall be those expressly set out in these Sale Terms. The Reseller shall not seek to recover any amounts through any Chargeback, deduction, withholding, set-off or similar process.
• 7.7.5 The Reseller acknowledges that the initiation of a Chargeback in breach of this Clause 7.6 constitutes a material breach of these Sale Terms. Without prejudice to any other right or remedy, where the Reseller initiates a Chargeback in breach of this Clause, Alchemy shall be entitled, without limitation to: (a) immediately suspend or terminate the Reseller’s account and access to the Platform and decline to accept or fulfil any further Orders; (b) recover from the Reseller the full amount of the Chargeback together with an administration fee of £500 per Chargeback; (c) recover all costs, fees, fines and expenses (including legal, bank and card scheme fees and fines) incurred by Alchemy in defending or responding to the Chargeback; (d) charge interest on the outstanding amount at a rate of 4% above the Bank of England base rate until the outstanding payment is made; and (e) set off the amount of the Chargeback and associated costs against any sums, credits, deposits or rebates owed to the Reseller.
• 7.7.6 The Reseller shall indemnify and keep indemnified Alchemy against all losses, liabilities, costs, claims, chargebacks, refunds, card scheme assessments, fines, penalties, expenses and professional costs arising out of or in connection with (a) any Chargeback initiated by or on behalf of the Reseller in breach of this Clause 7.7; and (b) any claim by Consumer which arises from the Reseller's sale, marketing, customer service, fulfilment, delivery arrangements, handling of returns, refund process or other dealings with that Consumer.
• 7.7.7 Alchemy may, as a condition of continued access to card payment facilities on the Platform, require the Reseller to provide a refundable deposit, card pre-authorisation, or alternative secured means of payment, and may impose credit or transaction limits.
• 7.7.8 Nothing in this Clause 7.7 purports to exclude or limit any right that cannot lawfully be excluded or limited, or that is mandatorily conferred on the cardholder under the applicable card scheme rules or by law. This Clause sets out the Reseller’s contractual undertakings and the consequences, as between Alchemy and the Reseller, of a Chargeback being initiated, and operates without prejudice to those rights.

 

8. Delivery and dispatch

8.1 Unless otherwise agreed, delivery of the Products shall take place at the point of Dispatch from Alchemy’s Warehouse (Ex Works (EXW), Incoterms 2020).

8.2 Any loading of the Products from Alchemy’s Warehouse onto the Reseller’s or Alchemy’s appointed carrier’s vehicle, whether carried out by Alchemy or the Reseller’s authorised person, shall be at the Reseller’s risk.

8.3 Unless the Reseller notifies Alchemy via email at support@callisto.tech within 14 days from the date of Dispatch as notified to the Reseller that the Products have not been received or were damaged, delivery shall be deemed to have taken place in accordance with the Contract and the Reseller shall not be entitled to raise any claim of short or mis-shipment or damage.

8.4 The Reseller shall upon receipt of the Products sign the delivery note (proof of delivery) and be responsible for complying with the applicable return shipping requirements of Alchemy and its carriers. Alchemy shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery, and who signs a delivery note, does in fact have that authority.

8.5 Upon acceptance of an Order by Alchemy, Alchemy shall endeavour to Dispatch Orders in accordance with the time period set out in the Order acceptance. Any dates indicated for delivery of Products are approximate only, and Alchemy shall not be liable for any delay in delivery or commencement howsoever caused. Time shall not be of the essence.

8.6 Alchemy may make partial delivery for Products. In the event that a partial delivery of an Order is to be made, Alchemy shall notify the Reseller in writing and Reseller shall not be entitled to treat the Order as a whole as repudiated. Alchemy shall issue the Reseller with a credit note for any undelivered Products which shall be subject to Clause 7.3.

8.9 Delivery options and passing of risk

• 8.9.1 When placing an Order, the Reseller shall select one of the delivery options made available at checkout, which may include: (a) collection of the Products by the Reseller or by the Reseller’s own nominated carrier from Alchemy’s Warehouse; or (b) carriage arranged by Alchemy on behalf of the Reseller and at an additional charge to the Reseller, with or without transit insurance as selected by the Reseller.
• 8.9.2 In all cases, and regardless of which delivery option is selected, all risk of and liability for loss, theft, damage, delay, mis-delivery, shortage or destruction of the Products shall pass to the Reseller at the point of Dispatch from Alchemy’s Warehouse or, if the Reseller fails to take delivery or collection of the Products, at the time when Alchemy has tendered Dispatch of the Products.
• 8.9.3 Where the Reseller selects carriage arranged by Alchemy, Alchemy does so solely as the Reseller’s agent in arranging transport and shall not act or be liable as carrier. Alchemy shall have no liability for any loss or damage to the Products occurring after Dispatch, whether or not transit insurance has been selected. The Reseller’s sole recourse in respect of loss or damage in transit shall be against the carrier and/or under any transit insurance selected and paid for by the Reseller.
• 8.9.4 Where the Reseller does not opt to include transit insurance at checkout, the Reseller accepts full responsibility for any loss or damage in transit and waives any claim against Alchemy in respect of the same.
• 8.9.5 The Reseller acknowledges that, by selecting a delivery option and completing checkout, it expressly accepts the passing of risk and liability at Dispatch as set out in this Clause. This Clause is without prejudice to the retention of title provisions in Clause 9.

 

9. Title in the products

9.1 Notwithstanding Dispatch and the passing of risk, or any other provisions of these Sale Terms, title to the Products shall not pass to the Reseller until Alchemy has received, in cleared funds, payment in full for the Products and the Products have been Dispatched.

9.2 Until such time as title to the Products passes to the Reseller in accordance with Clause 9.1, the Reseller shall: (9.3.1) hold the Products as Alchemy’s fiduciary agent and bailee; (9.3.2) keep the Products in its possession or control separate from those of the Reseller and third parties; (9.3.3) keep the Products properly stored, protected and insured, and identified as Alchemy’s property; and (9.3.4) where required by Alchemy, label the Products as being Alchemy’s property.

9.3 Until title passes (and provided the Products are still in the Reseller’s possession or control and have not been resold), Alchemy shall be entitled at any time to require the Reseller to deliver up the Products and, if the Reseller fails to do so forthwith, to enter upon any premises of the Reseller or any third party where the Products are stored and repossess the Products.

9.4 The Reseller’s right to possession of the Products where title has not passed shall terminate immediately if: (9.4.1) the Reseller has a bankruptcy order made against it, makes an arrangement or composition with its creditors, enters into liquidation (other than a solvent voluntary liquidation for reconstruction or amalgamation), has a receiver, administrator or administrative receiver appointed, or any proceedings are commenced relating to its insolvency; (9.4.2) the Reseller suffers or allows any execution to be levied on its property, fails to observe or perform any of its obligations under the Contract, is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or ceases to trade; or (9.4.3) the Reseller encumbers or in any way charges any of the Products. In the event this Clause 9.4 applies, Alchemy shall be entitled to exercise its right under Clause 9.3 and the Reseller shall fully co-operate with Alchemy.

9.5 The Reseller is entitled to resell the Products in the ordinary course of business. The Reseller shall inform Consumers that title to the Products is retained by Alchemy until the Reseller has paid Alchemy, and shall upon Alchemy’s request provide all details and information of the Consumer necessary for Alchemy to collect the Products. In providing Consumer details and information to Alchemy, the Reseller undertakes to comply with its obligations under Data Protection Legislation.

 

10. Warranties and liability

10.1 Alchemy does not manufacture the Products (or, where the Products comprise software, does not publish or license the software) and, subject to the terms set out in this Clause 10 or otherwise notified to the Reseller, Alchemy only sells the Products with the benefit of the Vendor’s warranty (if any). Warranties are offered from the Vendor on a pass-through basis to the end user or directly by the Vendor to the end user.

10.2 (10.2.1) Alchemy will accept liability for defective Products only to the extent that Alchemy is entitled to make a claim under the Vendor’s Dead on Arrival (DOA), warranty or other defective goods terms and actually obtains from the Vendor a refund, credit, repair or replacement in respect of the defective Products. (10.2.2) Alchemy shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions, misuse, or alteration or repair of the Products without Alchemy’s approval. (10.2.3) Alchemy shall be under no liability under the above warranty if the full price of the Products has not been paid.

10.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or services (save, in the case of goods, as to title) and fitness for purpose, are excluded to the fullest extent permitted by law.

10.4 Any claim by the Reseller which is based on a defect in the quality or condition of the Products as represented on the Website or Platform shall be notified to Alchemy’s Customer Services at support@callisto.tech. Upon notification, Alchemy shall either notify the Reseller whether the Vendor’s policy is to deal with the Reseller direct or via Alchemy, in which case the Reseller shall follow the process in Clause 11.

10.5 Subject to Clause 10.7 and Clause 10.10, the entire liability of either party under these Sale Terms for all damages, losses and causes of action (whether in contract, tort (including negligence), or otherwise) shall be limited to the net amount paid to Alchemy by the Reseller for that Product which is the subject of the liability, and in no event exceed the amounts paid or payable by the Reseller to Alchemy under these Sale Terms during the twelve (12) months immediately preceding the event giving rise to liability.

10.6 Subject to Clause 10.7, neither party shall be liable in relation to any claims for indirect, special, punitive, exemplary or consequential damages arising under these Sale Terms or otherwise with respect to the sale and purchase of the Products, including without limitation lost revenues or profits, business interruption, damage to business reputation or loss of goodwill, loss of data, or security breach, regardless of the theory upon which any claim may be based and even if the other party has been advised of the possibility of such damages.

10.7 Nothing in these Sale Terms shall in any way exclude or limit any liability either party may have for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; or any other liability that cannot be excluded or limited by law.

10.8 Neither party shall be liable to the other or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control, including without limitation: act of God, explosion, flood, fire, epidemic or pandemic; act of terrorism, war, sabotage, insurrection or civil disturbance; acts, restrictions or measures of any governmental or local authority including quarantines, lockdowns or travel restrictions; import or export regulations, customs clearance or embargoes; strikes, lock-outs or other industrial action; and difficulties in obtaining Products, materials, labour, fuel, parts or other items due to delays or constraints in the supply chain (“Force Majeure Event”). The relevant party shall promptly notify the other party of the Force Majeure Event and the parties shall use commercially reasonable endeavours to fulfil their obligations under the Contract. Where this is not possible for a period of 60 days from the date of the Force Majeure Event, the affected party may notify the other party in writing to cancel the relevant Orders.

10.9 If the Reseller is selling Products purchased from Alchemy to a Consumer, the Reseller shall ensure the Consumer is given sufficient and appropriate information as to the Products’ and Vendor services. The Reseller shall not remove or replace any labelling, user manuals, components or other material supplied with the Product, and shall not make any statements on the specific characteristics of the Products on behalf of Alchemy or the Vendor, without their prior written consent.

10.10 The Reseller shall not offer any warranties or representations to the Consumer as to the quality or fitness for purpose of the Products on behalf of Alchemy or the Vendor without their express consent. The Reseller agrees to hold harmless and indemnify Alchemy against any loss, costs and damages caused by the Reseller’s acts or omissions and non-compliance with Clauses 10.9 to 10.11. Where the Reseller is legally entitled to pursue remedies against Alchemy in the contractual chain and Alchemy is held liable by a competent court, Alchemy’s liability to the Reseller shall be limited to an amount corresponding to the Reseller’s original purchase price of the Product or Service giving rise to the Consumer’s claim.

10.11 Should the Product warranties offered by Alchemy be restricted compared to the guarantees the Consumer is entitled to under law, the Reseller agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against Alchemy in respect of such excess.

10.12 The Products are subject to the intellectual property rights of Alchemy’s Vendors or licensors. The Reseller is not authorised to use, alter, cover or remove any reference to such intellectual property rights unless otherwise permitted in the Vendor-specific T&Cs. Alchemy shall have no duty to defend, indemnify or hold the Reseller harmless against any claims arising from the infringement of a third party’s intellectual property rights, except to the extent Alchemy’s Vendor offers such defence or indemnification to Alchemy on a pass-through basis. The Reseller is not allowed to use Alchemy’s logos and trademarks without Alchemy’s prior written approval. The Reseller shall indemnify and hold Alchemy harmless against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) arising from the Reseller’s acts or omissions resulting in a breach of this Clause 10.12.

 

11. Returns and repairs

11.1 If Alchemy agrees to accept the return of any Products (other than for the purpose set out in Clause 10) or agrees to carry out repairs, the Reseller shall only send these to Alchemy provided they are accompanied by the applicable Return Merchandise Authorisation (RMA) number provided by Alchemy’s customer services department, a copy of the relevant sales invoice, and are sent in their original unmarked packaging. Alchemy may at its discretion replace a returned Product with a similar Product or credit the returned Product at the lower of the original purchase price or the then current list price. Alchemy shall not send any replacement Products until after the original Product has been returned. This Clause 11 shall only apply to Products the Reseller is entitled to return to Alchemy.

11.2 The Reseller shall notify Alchemy within fourteen (14) days of any delivery discrepancies or Product damages, other than for the purposes set out in Clause 10. Once Alchemy issues an RMA number, Products must be returned within five (5) working days of the date thereof. Alchemy reserves the right to refuse return of Products not returned on time or damaged Products where the Vendor’s seal is broken or compromised and to charge the Reseller a return freight cost.

11.3 If Alchemy has agreed to carry out repairs or replace Products other than for the purpose set out in Clause 10, the Reseller irrevocably authorises Alchemy to provide adequate replacements or carry out such repairs as shall place the Products in proper working order.

11.4 Alchemy does not offer stock rotation rights (or sale or return rights) and the Reseller shall have no expectation of such rights being offered. Where Alchemy agrees to accept a return other than under Clause 10, the Products must be returned at the Reseller’s expense and in a clean resalable condition, and will be subject to a re-stocking fee at Alchemy’s discretion.

11.5 Unless otherwise agreed in writing by Alchemy, all Product returns must be returned DDP (Incoterms 2020) to Alchemy’s Warehouse, and title and risk in the Products will transfer to Alchemy upon written confirmation of receipt and acceptance of the returned Products by Alchemy. Alchemy accepts no liability for any damage to or loss in transit of Products returned to Alchemy under these Sale Terms.

 

12. Termination

12.1 Subject to Clause 9.4, if: (12.1.1) the Reseller makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a solvent amalgamation or reconstruction; (12.1.2) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Reseller; (12.1.3) the Reseller ceases or threatens to cease carrying on business; or (12.1.4) Alchemy reasonably apprehends that any of the above events is about to occur and notifies the Reseller accordingly; then, without prejudice to any other right or remedy available to Alchemy, Alchemy shall be entitled to cancel the Contract and/or suspend any further deliveries of Products without liability, and if the Products have been delivered and not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

12.2 Without prejudice to any other rights and remedies available to it, the Contract can be terminated by either party for convenience at any time upon written notice to the other party. A notice of termination pursuant to this Clause 12.2 shall not affect a party’s liability to perform any obligations (including payment obligations) and/or fulfil any Orders entered into prior to termination. The Reseller accepts that Alchemy may suspend without notice the application of these Sale Terms and/or any account registered by Alchemy if the Reseller has not placed an Order in any six (6) month period. The Reseller may request reactivation of a suspended account within one (1) year from suspension, provided that Alchemy may at its discretion and require the Reseller to reaffirm its acceptance of these Sale Terms.

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

 

13. Miscellaneous

13.1 The Reseller shall comply with all applicable laws and regulations including without limitation the Packaging Waste (Data Reporting) (England) Regulations 2023, the Waste Batteries and Accumulators Regulations 2009 (as amended), the Waste Electrical and Electronic Equipment Regulations 2013, and any other applicable environmental legislation, including the take-back of household WEEE and batteries. The Reseller shall have no right to return any non-household WEEE or batteries to Alchemy or its compliance system and shall indemnify Alchemy against any costs incurred if such is returned to Alchemy.

13.2 The Reseller agrees to comply with the UK Bribery Act 2010 and corresponding anti-bribery and anti-corruption legislation applicable in the jurisdictions in which the Reseller conducts its business. Neither party shall make any direct or indirect payment, offer, promise or authorisation of anything of value to any government official or politician for the purpose of improperly obtaining or retaining business or securing an improper advantage.

13.3 The Reseller and Alchemy agree to comply with the Criminal Finances Act 2017. The Reseller agrees to observe Alchemy’s policy on the prevention of the criminal facilitation of tax evasion, which provides for a zero-tolerance approach, a copy of which is available on request.

13.4 The Reseller shall not engage in deceptive, misleading, illegal or unethical practices that may be detrimental to Alchemy or the Vendor, nor make any representations or warranties to Consumers concerning the Products outside the scope of the warranties offered by Alchemy or the Vendors without Alchemy or such Vendor’s prior written authorisation. The Reseller shall not represent that the Products are designed or licensed for use in circumstances where the failure of the Products is likely to result in significant risks to health or safety, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, medical equipment, and life support or weapons systems. The Reseller shall pass on to Consumers all Product information, including any restrictions and any terms and conditions pertaining to the licensing of software included in the Products.

13.5 Any notice required or permitted to be given by either party under these Sale Terms shall be in writing addressed to that other party and either (a) hand delivered at its registered office or principal place of business; or (b) by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or (c) sent by email to support@callisto.tech for Alchemy and the email address provided at registration for the Reseller (or such other address as may have been notified). Any notice shall be deemed to have been received (a) if delivered by hand, at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours (i.e. 9:00 am – 5:00 pm) in the place of receipt, when business hours resume. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

13.7 If any provision of these Sale Terms is held by any authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.

13.8 Nothing in these Sale Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

13.9 A person who is not a party to a Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Sale Terms.

13.10 These Sale Terms and any Contract (and any non-contractual obligations arising out of or in connection with them) shall be governed by the laws of England and Wales, and Alchemy and the Reseller submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Sale Terms and any Contract or their subject matter or formation.

 

These Terms and Conditions of Sale are issued by Alchemy Telco Solutions (UK) Ltd, a company registered in England and Wales with company number 09689100 and whose registered address is at Unit 16 & 17 Evolution Hooters Hall Road, Newcastle Under Lyme, Staffordshire, United Kingdom, ST5 9QF. www.wearealchemy.com