Example IT Limited
Terms & Conditions
1.DEFINITIONS
1.1 “Customer” means the person(s), firm, business, or company who purchases the Products from Example IT.
1.2 “Contract” means any contract between Example IT and the Customer for the sale and purchase of Products and or Services as set out in an Order Acknowledgement by Example IT to the Customer which shall be deemed to incorporate these Standard Terms and Conditions and any applicable Special conditions.
1.3 “Force Majeure” means any act or circumstances beyond Example IT’s reasonable control including but not limited to acts of God, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent, collapse of buildings, fire, explosion or accident, any labor or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause or companies in the same group as that party), non-performance by suppliers or subcontractors and interruption or failure of utility service.
1.4 “Order” the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
1.5 “Order Acknowledgement” means Example IT’ ‘s written acceptance of the order in the form of an order acknowledgment, whether delivered by email or otherwise, and containing any Special Conditions.
1.6 “Products” means goods or services agreed in the Contract to be supplied to the Customer by Example IT.
1.7 “Products Specification” means the manufacturers written specification relating to the relevant Product.
1.8 “Services” means the services to be supplied by Example IT to the customer as set out in the Order Acknowledgement.
1.9 “Service Specification” means the description or specification for the Services as set out in the Order Acknowledgement or as agreed in writing between Example IT and the Customer.
1.10 “Special Conditions” means all specific conditions relating to the supply of Products and or Services to the Customer (including, but not limited to, descriptions, prices, place, and date of supply) contained in or referred to in the Order Acknowledgement. If there is a conflict between these Standard Terms and Conditions and the Special Conditions, then the Special Conditions shall prevail.
1.11 “Third Party Software” means all software owned or licensed to the Customer by a third-party owner and which comprises part of the Products or Services.
1.12 “Example IT” means Example IT Ltd whose principal place of business is situated at:
Example IT LTD
Unit 12, Plover House
Aviary Court
Wade Road
Basingstoke
RG24 8PE
2. QUOTATIONS
2.1 Any quotation made by Example IT is subject to Example IT obtaining satisfactory credit and payment references in respect of the Customer. A quotation shall, unless otherwise stated therein, remain valid for 14 days only after which time it shall lapse and cease. Any quotation is deemed to be an invitation to treat inviting the customer to make an offer by placing an order reflecting the terms of the quotation. Every quotation made by Example IT is not legally binding and is subject to revision by Example IT for errors and omissions or increases in price by condition 3.1 below and the provision of Products or Services of a similar or equivalent nature as may be agreed with the Customer.
2.2 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services by these Terms and Conditions.
2.3 The Order shall only be deemed to be accepted when Example IT issues a written Order Acknowledgement on which date the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter, or advertising issued by Example IT and any descriptions of the Products or illustrations, or descriptions of the Services contained in Example IT’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract nor have any contractual force.
2.5 These terms and Conditions and any Special Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
3. PRICES
3.1 Prices are based on current costs and charges for the Products at the date of quotation or at a such earlier date as may be specified by Example IT. Example IT may increase prices to consider any change in such costs or charges for Products. Confirmed purchase orders shall be invoiced at the price in effect at the time of Example IT acceptance of the order. Unless otherwise agreed prices exclude delivery charges, packaging, transport, and any taxes including VAT, duty, levy, or credit card payment fee which shall be invoiced in addition.
3.2 The price for Goods shall be the price set out in the Order Acknowledgement or, if no price is quoted, the price set out in Example IT’s published price list as of the date of delivery.
3.3 The charges for Services shall be as set out in the Order Acknowledgement or if no charges are specified shall be calculated on a time and materials basis by Example IT’s daily fee rates, as set out in its current price list at the date of the Contract subject to the following provisions:
3.3.1 Example IT’s daily fee rates for each person are calculated based on a seven-hour day from [9.00 am to 5.00 pm] worked on Business Days.
3.3.2 Example IT shall be entitled to charge an overtime rate of 1.5 x the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 3.3.1.
3.3.3 Example IT shall be entitled to charge the Customer for any expenses incurred by the individuals whom Example IT engages in connection with the Services including traveling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Example IT for the performance of the Services, and the cost of any materials.
3.4 Example IT reserves the right to:
3.4.1 increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
3.4.2 increase the price of the Products, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to Example IT that is due to:
- any factor beyond the control of Example IT (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs).
- any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Products Specification; or
- any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give Example IT adequate or accurate information or instructions in respect of the Products.
4. PRODUCTS
4.1 The Products are those that are identified in the Order Acknowledgement and are as described in the Product Specification.
4.2 Example IT reserves the right to amend the Products Specification if required by any applicable statutory or regulatory requirement or by the relevant manufacturer, and Example IT shall notify the Customer in any such event.
5. CONSIGNMENT STOCK
5.1 Consignment stock purchased is covered under Example IT’s terms and conditions.
5.2 Example IT reserves the right to quote a customer a price for the products including, but not limited to age, condition, and specification, by clause 2.4.
5.3 All consignment stock will be the property of Example IT until such products are paid for in full, by all of clause 14.
5.4 Returns of consignment stock are subject to but are not limited to clauses 13, 13.1, and 13.2.
5.5 The purchase of consignment stock is subject to all Example IT’s terms and conditions, with exceptions of when the sale of goods act 1979, or legislation, government acts prevail.
6. SPECIFIC SERVICES
6.1 Specific services are covered by Example IT’s terms and conditions and are offered at Example IT’s discretion until the point of receipt of order acknowledgment, which shall be deemed to incorporate these standard terms and conditions and any applicable special conditions.
7. DELIVERY
7.1 Delivery of the Products shall be deemed to take place when they are dispatched by or on behalf of Example IT. Risk of loss or damage to Products shall pass to the Customer at the time of delivery.
7.2 Unless agreed otherwise Example IT shall deliver the Products to the location set out in the Order Acknowledgement or such other location as the parties may agree (Delivery Location) at any time after Example IT notifies the Customer that the Products are ready.
7.3 Any delivery date is given by Example IT for delivery is given as an estimate only Example IT shall in no event be liable for delivery delays. For example, IT will use all reasonable endeavours to dispatch the Products for next working day delivery after receipt of the order. Time shall not be of the essence for the delivery of any order between Example IT and the Customer.
7.4 Example IT is not responsible for delay or failure to deliver due to causes beyond its reasonable control, including but not limited to fire, flood, an act of God, insolvency of sub-contractors or suppliers, or inability to obtain products, licenses, or services from third-party suppliers.
7.5 Example IT may deliver the Products in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7.6 Example IT will not be liable for any delay or failure to delay due to a change to the delivery location by the customer after they have been notified of the dispatch of products for delivery, the customer may be liable for any costs incurred, to us or third-party services due to an after notification change of delivery location.
8. DELIVERY CHARGES
8.1 All transportation, packing, and transit insurance costs will be payable by the Customer in addition to the price for the Products unless otherwise agreed with Example IT.
9. WAREHOUSE ARRANGEMENT
9.1 Warehouse arrangements are made at the discretion of Example IT, in the absence of an agreement to the contrary, be entitled to store products by any method or means and will do so in a manner as to protect the quality of the products.
9.2 Customer products stored at Example IT’s warehouse will be subject to all subclauses in clauses 7 and 8 but are not limited to Example IT’s terms and conditions.
10. TRANSPORTATION
10.1 Example IT shall, in the absence of an agreement to the contrary, be entitled to use any method or means of transportation.
10.2 Example IT may dispatch the Products in multiple shipments.
10.3 Risk of the loss of the Products shall pass to the Customer on delivery.
11. STORAGE
11.1 If Example IT does not receive from the Customer sufficient instructions to enable it to dispatch the Products within 7 days after notifying the Customer that the Products are ready for dispatch Example IT shall be entitled to arrange storage of the Products, either at its premises or elsewhere, on the Customer’s behalf and all charges for storage, insurance, transport or demurrage (including Example IT’s’ charges for storage and incidental expenses) shall be payable by the Customer. The Products shall be deemed to have been dispatched and the risk therein shall be deemed to have passed to the Customer on the date of dispatch.
11.2 If 20 Days after the day on which Example IT notified the Customer that the Products were ready for delivery the Customer has not accepted actual delivery of them or organised an alternative delivery date for such items in storage Example IT may resell or otherwise dispose of part or all the Products and may charge the Customer for any shortfall below the price of the Products. Where the Customer has prepaid Example IT for the products then on a subsequent sale of the products by Example IT by this clause 11.2 Example IT shall repay the Customer an amount equal to the sale proceeds less any storage charges and selling costs provided such amount shall not exceed the Price for such products. Example IT’s obligations to deliver such Products to the Customer shall cease.
12. CANCELLATION OF ORDERS
12.1 In the event of any cancellation by the Customer of all or part of an order less than 72 hours before the estimated delivery date the Customer shall if so, required by Example IT, pay to Example IT a cancellation charge equal to 25% of the order value with a minimum charge of £25.
12.2 Orders for Products specifically made for the Customer may not be cancelled.
13. RETURNS
13.1 If the Customer rejects non-defective Products the Customer shall, at the discretion of Example IT, pay a re-stocking charge equal to 25% of the order value with a minimum charge of £25.
13.2 Returns will only be accepted if: (a) prior written approval has been obtained from Example IT; (b) the request for the return is made within 14 days of the receipt of the Products; (c) the Products are properly packed to preserve their condition whilst in transit and; (d) the Products are in the manufacturer’s original packing, are in a saleable condition and any software packages or seals have not been opened.
14. PAYMENT
14.1 Unless specifically agreed in writing all amounts owing by the Customer to Example IT shall be paid by 30 days following the date of the invoice in full and in cleared funds to a bank account nominated in writing by Example IT.
14.2 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding.
14.3 In respect of Products, Example IT may invoice the Customer at any time after the Products have been dispatched and Example IT reserves the right to invoice the Customer for Products delivered in instalments after each such instalment has been dispatched. In respect of Services, for example, IT shall invoice the Customer monthly in arrears.
14.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value-added tax which shall be payable in addition at the then current rate.
14.5 Time for payment shall be of the essence and failure of the Customer to make full payment by the due date shall enable Example IT, without prejudice to any other right or remedy available to it, to suspend or cancel any further deliveries to the Customer and to suspend or cancel any order then existing between Example IT and the Customer.
14.6 Example IT shall be entitled to charge interest on any invoiced amount which is not paid by the Customer on the due date at a rate of 4% per annum above the base rate of Barclays bank Plc which shall accrue daily until payment is made and received in full.
14.7 The Customer must notify Example IT in writing of any errors within the invoice within 7 days of the date of the invoice.
14.8 The Customer’s credit limit may be amended or withdrawn without prior notice.
15. RISK AND TITLE
15.1 The Products are at risk of the Customer from the time of delivery.
15.2 Ownership of the Products shall not pass to the Customer until Example IT has received in full (in cash or cleared funds) all sums due to in respect of the Products and all other sums which are, or which become due to Example IT from the Customer on any account.
15.3 Whilst ownership of the Products remains with Example IT, the Customer shall:
15.3.1 hold the Products on a fiduciary basis as Example IT’ bailee.
15.3.2 store the Products (at no cost to Example IT) so that they are readily identifiable as the property of Example IT.
15.3.3 not destroy, mark, or obscure any identifying label or packaging on or relating to the Products.
15.3.4 maintain the Products in satisfactory condition insured on Example IT’s behalf for their full price against all risks to the reasonable satisfaction of Example IT. On request, the Customer shall produce the policy of insurance to Example IT.
15.3.5 hold the proceeds of the insurance referred to in Condition 15.3.4 on trust for Example IT and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
15.4 The Customer may resell the Products in the ordinary course of business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by it to Example IT on behalf of Example IT and the customer shall account to Example IT accordingly.
15.5 The Customer’s right to possession of the Products shall terminate immediately if it becomes subject to any of the circumstances identified in Conditions clause 20.
15.6 Example IT shall be entitled to recover payment for the Products not withstanding that ownership of any of the Products has not passed from Example IT.
15.7 The Customer grants Example IT, its agents, and employees an irrecoverable license at any time to enter any premises where the Products are or may be stored or used to inspect them or, where the Customer’s right to possession has terminated, to recover them.
16. WARRANTY
16.1 Any warranty offered by the Product manufacturer will be passed onto the Customer.
16.2 Example IT does not warrant that the Product purchased by the Customer is compatible with the Customer’s own hardware or software. The Customer is advised to contact the manufacturers direct to ascertain the compatibility of hardware and software.
16.3 Example IT’ ‘s sole obligation under this Condition 16 shall be at its option to repair or replace the Products or any part thereof to the extent and by the Product manufacturers warranty. Example IT’ ‘s liability under this Condition shall be instead of any warranty or condition, express or implied, whether by statute or otherwise.
16.4 The Customer shall carefully inspect the Products on delivery and Example IT shall not be liable for the delivery of damaged or faulty Products unless written notice is given to Example IT within 7 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspection, within 7 days of the date upon which the defect was discovered. Time shall be of the essence in respect of the notification of all claims.
16.5 Example IT reserves the right to require that all damaged or faulty Products be returned to Example IT. In that event Example IT shall pay the reasonable cost of carriage by normal means on returned products and the repaired or replacement Products will be delivered free of charge by Example IT to the location from which the faulty Products were dispatched to it.
17. SERVICES
17.1 Example IT shall supply the Services to the Customer by the Service Specification.
17.2 Example IT shall use all reasonable endeavors to meet any performance dates for the Services specified in the Services Specification. Still, any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
17.3 Example IT reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement or were necessary as a result of any event outside of Example IT’s control, or if the amendment will not materially affect the nature or quality of the Services, and Example IT shall notify the Customer in any such event.
17.4 Example IT warrants the Customer that the Services will be provided using reasonable care and skill.
18. CUSTOMERS’ OBLIGATIONS
18.1 The Customer shall:
18.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and or relating to any Products Specification are complete and accurate.
18.1.2 co-operate with Example IT in all matters relating to the Services.
18.1.3 provide Example IT, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises, office accommodation, and other facilities as reasonably required by Example IT to provide the Services.
18.1.4 provide Example IT with such information and materials as Example IT may require in order to supply the Services and ensure that such information is complete and accurate in all material respects.
18.1.5 Prepare the Customer’s premises for the supply of the Services where relevant.
18.1.6 obtain and maintain all necessary licenses, permissions, and consents which may be required for the Services before the date on which the Services are to start.
18.1.7 comply with all applicable laws, including health and safety laws.
18.1.8 keep all materials, equipment, documents, and other property of Example IT’s (Example IT Materials) at the Customer’s premises in safe custody at its own risk, maintain Example IT’s Materials in good condition until returned to Example IT, and not dispose of or use Example IT’s Materials other than by Example IT’s written instructions or authorisation.
18.1.9 comply with any additional obligations as set out in the Service Specification and the Products Specification if any.
18.2 If Example IT’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
18.2.1 without limiting or affecting any other right or remedy available to it, Example IT shall have the right to suspend the performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Example IT’s performance of any of its obligations.
18.2.2 Example IT shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Example IT’s a failure or delay to perform any of its obligations as set out in this clause 18.2; and
18.2.3 the Customer shall reimburse Example IT on written demand for any costs or losses sustained or incurred by Example IT arising directly or indirectly from the Customer Default.
19. LIMITATION OF LIABILITY
19.1 Subject to clause 19.3, the following provisions set out the entire liability of Example IT (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer whether arising under contract, tort (including negligence), restitution, rescission, misrepresentation, statutory or common law duty or otherwise.
19.2 All warranties, conditions, and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
19.3 Nothing in these Conditions excludes or limits the liability of Example IT for death or personal injury caused by Example IT’s negligence or fraudulent representation or any other matter to the extent that liability cannot by law be limited or excluded.
19.4 Subject to clauses 19.2 and 19.3:
19.4.1 Example IT’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to a sum equal to 110% of the amounts paid by the Customer to Example IT under the Contract in the previous 12 months and.
19.4.2 Example IT shall not be liable, and any liability is hereby excluded for the following specific heads of loss arising from the Contract:
(i) loss of profits.
(ii) loss of sales or business.
(iii) loss of agreements or contracts.
(iv) loss of anticipated savings.
(v) loss of use or corruption of software, data, or information.
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
This clause 19 shall survive termination of the Contract.
20. TERMINATION
20.1 Without prejudice to any other rights to which it may be entitled under the Contract Example IT may give notice in writing to the Customer terminating the Contract with immediate effect if:
20.1.1 The Customer commits a material breach of any of the terms of the Contract and, if such breach is capable of remedy, fails to remedy that breach to the reasonable satisfaction of Example IT within 30 days of being notified of the breach.
20.1.2 An order is made, or a resolution is passed for the administration, liquidation, winding up or dissolution of the Customer (otherwise than for the purpose of solvent reconstruction or amalgamation) or the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors.
20.1.3 An encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer.
20.1.4 The Customer enters into a moratorium under the provisions of the Insolvency Act 1986 (as amended).
20.1.5 The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order.
20.1.6 The Customer otherwise becomes subject to the insolvency laws in any jurisdiction; or
20.1.7 The Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
20.1.8 The Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
20.2 Without affecting any other right or remedy available to it, Example IT may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment:
20.3 Without affecting any other right or remedy available to it, Example IT may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Customer and Example IT if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 20.1.2 to clause 20.1.8, or Example IT reasonably believes that the Customer is about to become subject to any of them.
21. CONSEQUENCES OF TERMINATION
21.1 On termination of the Contract:
21.1.1 the Customer shall immediately pay to Example IT all of the Example IT’s outstanding unpaid invoices and interest and, in respect of Services and Products supplied but for which no invoice has been submitted, Example IT shall submit an invoice, which shall be payable by the Customer immediately on receipt.
21.1.2 the Customer shall return all of Example IT Materials and any Products for which have not been fully paid. If the Customer fails to do so, then Example IT may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract.
21.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
21.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
22. FORCE MAJEURE
22.1 Neither party will be liable for any delay in performing or failure to perform its obligations under this agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.
23. ASSIGNMENT
23.1 The Customer cannot assign any Contract without the prior written consent of Example IT.
23.2 Example IT may without consent assign or sub-contract all or any of its rights and obligations under a Contract.
24. NOTICES
24.1 All notices which are required to be given under this agreement will be in writing and will be served on the other at its principal place of business.
24.2 All such notices may be delivered personally by first class pre-paid letter or electronic mail or facsimile transmission and will be deemed to have been received:
24.3 By hand delivery- at the time of delivery.
24.4 By first-class post 48 hours after the date of mailing.
24.5 By facsimile or electronic mail transmission- immediately on transmission to the correct address and provided a non-delivery receipt is not received by the sender.
25. WAIVER AND SEVERANCE
25.1 Any indulgence granted by Example IT to the Customer and any failure by Example IT to insist upon strict performance of these Conditions shall not be deemed a waiver of any of Example IT’s rights or remedies nor be deemed a waiver of any subsequent default by the Customer.
25.2 The invalidity, illegality, or unreasonableness in whole or in part of any of these conditions shall not affect the validity of the remainder of such Conditions or these Conditions.
26. INTERPRETATION
26.1 Headings have been included for convenience only and will not be used in construing any provision in the agreement.
27. ENTIRE AGREEMENT
27.1 This Contract is the complete and exclusive statement of the Contract between the parties relating to the subject matter of the Contract and supersedes all previous communications, representations, and arrangements written or oral. The Customer acknowledges that no reliance is placed on any representation made but not embodied in this Contract. The printed terms or conditions of any purchase order or other correspondence and documents of the Customer issued in connection to this Contract will not apply unless expressly accepted in writing by Example IT.
27.2 Except as otherwise permitted by this Contract, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.
28. THIRD-PARTY RIGHTS
28.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties Act 1999) to enforce any term of the Contract.
29. GOVERNING LAW
29.1 These terms and conditions shall be governed by the construed by the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
