Sale of Product Terms and Conditions

SALE OF PRODUCT TERMS AND CONDITIONS
The Parties
In these terms the following definitions to each party apply:
‘We’, ‘Our’, ‘Us’, ‘Foxway’ means Foxway Circular UK Ltd.
‘You’, ‘Your’, ‘Buyer’ means the person representing their company or organisation and has responsibility for ordering and buying goods from Foxway.
1. General terms and conditions
1.1 Please read these terms of sale carefully before placing your order.
1.2 By placing your order with us you are accepting these terms and conditions.
1.3 We reserve the right to make amendments to our Terms and Conditions at any time which can be viewed on our website www.foxway.co.uk.
1.4 All equipment Foxway sell has been data wiped and unless otherwise stated will be supplied without an operating system (OS).
1.5 In order to buy from Foxway the Buyer must complete a trade application form. The Buyer completing and signing the form will be doing so on behalf of your company and thereby signify full acceptance of these terms and conditions.
1.6 The Buyer has an obligation to ensure they know exactly what they are buying and takes responsibility to process the transaction within the constraints outlined in these terms and conditions.
1.7 Foxway reserves the right to perform financial and export sanctions checks on Buyer’s at any time and reserves the right to refuse an order.
2. Validity
2.1 These Product Sale Terms and Conditions apply to all sale agreements between Foxway and the Buyer unless otherwise agreed in writing.
2.2 The Buyer's general conditions of purchase, regardless of whether these are an integral part of the Buyer’s purchase documentation, including acceptance, are not applicable. This applies regardless of when these are issued.
2.3 Product and pricing information regarding a product's specification, quality, dimensions or weight characteristics should be obtained by the Buyer prior to ordering the product. Foxway accepts no liability for any errors or information in written materials provided by third parties.
3. Prices
3.1 A sales agreement shall be based on the agreed prices and currency in accordance with the sales confirmation or invoice.
3.2 Prices are Ex Works (EXW) from Foxway premises unless otherwise stated in writing. All prices are exclusive of VAT, freight, duty, tax and other charges unless otherwise indicated.
3.3 If the prices quoted for the delivery change due to changes in purchase prices, exchange rates or similar, Foxway is entitled to change the prices quoted to the Buyer. Foxway is not bound by any indicated freight rates.
3.4 Whilst Foxway do our best to ensure that all prices are correct, errors may occur. In the unlikely event that the incorrect price has been advertised, we reserve the right to cancel the order and you will be notified of the change.
3.5 Changes in official charges of any kind, including import and export charges, duties and taxes which occur after Foxway's order confirmation are irrelevant and shall be the responsibility of the Buyer.
3.6 The Buyer is responsible for all costs and expenses to their chosen logistics transport provider.
3.7 The Buyer may only cancel or change an order, including changing specifications, quantities and delivery dates, with the written agreement of Foxway on each occasion. Costs connected with a cancellation or changes shall be covered in full by the Buyer.
4. Payment
4.1 Payment shall be made at the latest on the date indicated by the order confirmation or invoice as the last date for payment to be received on time with cleared funds.
4.2 Our prices may be displayed or shown in GBP, Euro or USD. If you wish to pay in a different currency, please contact us and we will confirm the adjusted rate of conversion and the total amount due.
4.3 If payments are sent to the incorrect currency account, Foxway reserve the right to refuse payment or ask for additional payment if the total amount received calculates back less than advertised or agreed.
4.4 All bank charges are the responsibility of the Buyer and must be covered by you before sending payment.
4.5 In accordance with money laundering regulations Foxway cannot accept cash payments for order (in person or by bank deposit). Any cash paid may be forfeited.
4.6 If a due date is not indicated, goods will not be released for delivery.
4.7 In the case of continuous supplies, Foxway is entitled to invoice the purchaser on account monthly in arrears. The invoice shall refer to the agreement between the parties.
4.8 If delivery is postponed due to Buyer decision, unless otherwise agreed by Foxway in writing, the Buyer is obliged to make payment to Foxway as though a delivery had taken place at the agreed time.
4.9 If payment is made after the due date, Foxway is entitled to calculate interest on the amount outstanding at a rate of 5% per annum above the base rate of HSBC Bank plc, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
4.10 The Buyer is not entitled to offset payment against any counterclaim against Foxway which is not confirmed by Foxway in writing, nor is the Buyer entitled to withhold any part of the purchase amount due to counterclaims of any kind.
4.11 Special offers or discounts of any kind are offered only on condition of payment being made on time.
4.12 Non-compliance with Foxway's payment conditions shall be regarded as a substantial breach of contract which entitles Foxway to halt further deliveries and to require that any debt, outstanding or not, is paid immediately.
5. Retention of title
5.1 The Buyer agrees that until Foxway has been paid in full by cleared funds for the goods comprised in the sales agreement and any expenses incurred or other claims due to Foxway from the Buyer, title in the goods shall remain the property of Foxway.
6. Order acceptance
6.1 Order acceptance shall be deemed to have occurred upon transfer of the goods to the logistics transport provider with a view to the goods being delivered to the Buyer or, if the Buyer has elected to collect the goods, when the goods are made available to the Buyer at Foxway´s place of business/warehouse.
6.2 Where the Buyer is responsible for collection of goods, the Buyer and their appointed logistics transport provider shall comply with Foxway's instructions including site access, security, health & safety.
6.3 Where the Buyer is responsible for logistics transport, they must provide shipping export documentation to Foxway in accordance with HMG HMRC export rules.
6.4 The order date indicated on the invoice is binding for Foxway, unless subsequently agreed otherwise. Unless otherwise agreed in writing, postponement of the delivery date by up to 15 working days is regarded as delivery being made on time in every respect, and based on the latter the Buyer cannot exercise any rights over Foxway. Foxway shall inform the purchaser about changes to the delivery date without unfounded delay.
6.5 The Buyer is obliged to check the goods upon receipt and to make available the necessary resources for loading or unloading.
6.6 Expenses in connection with any waiting time prior to unloading at the Buyer's premises or any other delivery location specified by the Buyer shall be charged to the Buyer; similarly, the Buyer must cover expenses arising out of not being able to accept the goods at the agreed delivery time.
6.7 If the order is delayed due to Force Majeure, the delivery time shall be postponed by the period of the restriction; however, both parties shall be entitled to terminate the agreement without liability if the restriction has lasted for more than 2 months. This provision applies regardless of whether the cause of the delay occurred before or after expiry of the agreed delivery time. In such cases, Foxway shall immediately inform the Buyer of the change to the delivery date.
7. Delays
7.1 Where the Buyer is responsible for the collection of the goods, Foxway is not liable for delays and the Buyer therefore has no entitlement to reimbursement or compensation of any kind as a consequence of delays. Foxway's exemption from liability applies to any loss, both direct and indirect, including operating losses, lost profits and other financial consequential losses.
8. Transfer of risk
8.1 The risk in goods transfers to the Buyer when the goods are either made available to the Buyer’s chosen logistics transport provider upon collection at Foxway's place of business/warehouse or where Foxway has completed delivery of goods to the Buyer’s place of business. In the event Foxway is unable to carry out a delivery due to the Buyer, the risk for goods shall transfer to the Buyer when notification is received by Foxway, and the goods are made available to the Buyer.
9. Force Majeure
9.1 Foxway is not liable for non-fulfilment of Foxway's obligations and nor is it liable to compensate the purchaser for losses which are due to circumstances which are caused, directly or indirectly by an event beyond Foxway reasonable control. This includes events which prevent, make difficult or make more expensive to comply with the agreement, including industrial disputes (strikes and lockouts), fire, war, uprising, domestic unrest, weather and natural catastrophes, official seizure, import or export bans, interruption of general communications, including energy supplies, substantial price and/or tax increases, currency fluctuations, production and supply difficulties.
9.2 Force majeure is valid whether the impediments to comply affect Foxway or its appointed logistics transport provider.
10. Damages and defects
10.1 Upon delivery, the Buyer shall immediately carry out a qualitative and quantitative inspection of the goods sold. Where Foxway has arranged delivery, if your order appears to have been damaged in transit you must sign for the consignment as damaged and notify us in writing immediately.
10.2 If the Buyer wishes to report a qualitative or quantitative defect, the Buyer shall immediately, and within 5 working days of the defect having been discovered, or should have been discovered, however no later than agreed warranty period, notify Foxway in writing, indicating the nature of the defect. If the Buyer has, or should have, discovered defects and the Buyer does not register a complaint in accordance with the procedure indicated above, the Buyer cannot subsequently assert the existence of the defect. Making alterations or carrying out measures on the goods sold without the consent of Foxway releases Foxway from any liability and obligation.
10.3 Should it appear that the goods delivered are defective and Foxway is liable for this, Foxway itself undertakes either to adjust, repair or provide a replacement delivery (the course of action to be decided by Foxway) within a reasonable period of time. This is always subject to the complaint having been made on time.
10.4 In the event of damage in transit, the Buyer undertakes to notify in writing to Foxway or their chosen logistics transport provider immediately after receipt. If it was not possible to discover the damage at the time of delivery, then a complaint must be submitted as soon as possible and within 5 days at the latest.
10.5 If there are defects in some of the goods delivered by Foxway, the Buyer is only entitled to claim remedy for breach of contract for those goods affected. The Buyer is obliged to comply with the agreement with Foxway as far as the non-defective part of the delivery is concerned, including paying the purchase amount and non-compliance with this on the part of the Buyer shall be regarded as a substantial breach of contract which entitles Foxway to claim remedy for breach of contract.
10.6 Foxway's liability for defects only covers those defects which become apparent within the agreed warranty period from the date of invoice.
10.7 If the Buyer has submitted a complaint and it transpires that no defects exist for which Foxway bears responsibility, Foxway is entitled to be reimbursement for the work and the expenses the complaint has given rise to for Foxway.
10.8 Foxway does not accept any liability for losses exceeding those indicated in relation to the services which Foxway's consultants must provide to the Buyer, including implementation of hardware and software. The Buyer is not entitled therefore to any reimbursement or compensation of any kind as a result of these services. Foxway's exemption from liability applies to any loss, both direct and indirect, including operating losses, lost profits and other financial consequential losses. Furthermore, Foxway is not liable for any loss by the Buyer of data as a result of breakdown or similar, nor is Foxway liable for the Buyer's other IT equipment, such as hardware, software, networks, firewalls or other associated technology infrastructure.
10.9 Foxway is not responsible for the recovery of any user data stored on the product and it is the Buyer’s responsibility to back up any personal data prior to return. As part of the repair process, the storage may be data wiped or replaced. Under these circumstances, the product will be returned in a state as it was originally supplied to the Buyer.
11. Returns
11.1 Goods can only be returned by the Buyer to Foxway after prior agreement. In all cases Foxway must be notified on the RMA portal https://rma.foxway.co.uk/ as soon as the Buyer first discovers any such defects or suspected shortages in the order and in any event within the agreed warranty period from the date of original invoice.
11.4 Examination by Foxway of such goods disclose to its satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handling, or by repair or alteration not affected by Foxway.
11.5 Foxway’s liability to the Buyer in either contract or tort shall not extend either under this condition or any other provision or in any circumstances at all to indirect or consequential loss or damage or loss of profits sustained by the Buyer provided always that this condition shall not exclude or restrict for death or personal injury arising from its negligence.
11.6 Goods being returned will only be accepted with a Return Merchandise Authorisation (RMA) number issued by Foxway and which must be clearly labelled on the outer packaging.
Return Address: Foxway Circular UK Ltd
RMA Department
4 Bradbury Park
Bradbury Drive
Braintree
Essex
CM7 2DH
11.7 Goods returned must be in the original packaging, undamaged, complete and with all the original items supplied with the goods. Goods returned not in accordance with this condition, will, at Foxway’s discretion, be refused or Foxway will be entitled to charge appropriate packaging and restocking fee in order to return the goods to the original condition supplied. Foxway will be under no liability to the recipient under this clause in respect of goods, which are returned in a damaged condition.
11.8 Foxway is not responsible for the recovery of any user data stored on the product and it is the Buyer’s responsibility to back up any personal data prior to return. As part of the repair process, the storage may be data wiped or replaced. Under these circumstances, the product will be returned in a state as it was originally supplied to the Buyer.
12. Governing Law and Jurisdiction
12.1 These Conditions and each Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.