zioxi Terms and Conditions of Sale
(see further below for zioxi Terms and Conditions of Website use)
1.1 “Conditions” these terms and conditions
1.5 “Expenses” means any out-of-pocket costs incurred by zioxi in fulfilling the order, including (without limitation):(a) postage, packaging, carriage, freight, and handling charge
(c) currency conversion and banking charges applicable to the payment method used;
(d) value added tax or any other applicable sales tax in the country in which zioxi is resident; and
(e) any customs, import or other duties charged in respect of the sale and importation of Products into the country in which the Customer is resident or the delivery is made.
1.6 “Hardware” the equipment to be purchased
1.9 “zioxi” means zioxi Limited
2. TITLE TO THE HARDWARE
2.1 Notwithstanding delivery, installation and acceptance, title to the Hardware shall not pass to the Customer but shall be retained by zioxi until full payment for the Products has been received by zioxi from the Customer.
2.2.1 shall have absolute authority to retake, sell or otherwise deal with or dispose of any or part of the Hardware; and
2.2.3 shall be entitled to seek a Court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Hardware.
3. HARDWARE WARRANTY
3.1 Unless otherwise specified zioxi warrants to the Customer that the Hardware supplied hereunder by zioxi is free from defects of workmanship and materials for the period set out below which commences on installation by zioxi or on delivery of Hardware if not to be installed by zioxi. If the Customer delays installation by zioxi for more than 30 days from delivery, installation shall be deemed to have occurred on the thirtieth day following delivery. zioxi undertakes subject to Paragraphs 3.3, 3.4 and 3.5 below to repair or, at its option, to replace the hardware purchased hereunder which zioxi has on inspection found to be defective:
3.1.1 for a minimum of one (1) year and as specified by the manufacturer in the case of third party products; and
3.2 Each claim by the Customer under this warranty shall be notified to zioxi within the warranty period specifying the date of purchase of Hardware and nature of defect. On notification, zioxi or its agents or representatives shall have the option of telephone diagnostics and remote resolution. Should further testing, inspection, repair or replacement be required, zioxi shall have the option of providing such service on-site at the Customer’s location or of having the Hardware returned to zioxi or such other address as may be notified to the Customer freight pre-paid. Replacement parts or Hardware shall be sent by zioxi to the Customer ordinary freight pre-paid, subject always to 3.3, 3.4 and 3.5 below.
3.3 On-site service is only available within the UK mainland and islands connected by road bridges.
3.4 In the event of any claim presented under warranty being found on investigation by zioxi either to be outside the scope or duration of this warranty or the fault not being confirmed, then the cost of such investigation and repair shall be borne by the Customer.
3.5.1 improper use or installation; or
3.6 For Products were zioxi is not the manufacturer, zioxi shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to zioxi, provided always that zioxi shall have no liability to the Customer under, or in relation to, any warranty or guarantee or in respect of any failure of, or refusal by, the manufacturer to recognise or honour it.
3.7 For Products with integral WiFi connectivity then a valid connection to a zioxi cloud service is required for the warranty to be valid.
4.1 In respect of a Service, the term shall begin on the date the Customer order is accepted by zioxi (or such date agreed in writing by zioxi) and shall continue for the period of time described in the order acceptance issued by zioxi (“Initial Term”). At the end of the Initial Term the Service shall automatically renew for consecutive periods of time commensurate with the Initial Term (“Subsequent Term”). zioxi will allow a Service to lapse at the end of its Initial or Subsequent Term provided the Customer gives zioxi at least 30 days notice prior to the expiry date of the Service. zioxi reserves the right to charge an additional administration fee to set up or renew any Service where the Customer has opted out of the aforementioned automatic renewal provision.
5.1 Unless specifically agreed in writing and authorised by a Director of zioxi these Conditions shall supersede all Terms and Conditions of the Customer. These Conditions shall constitute the entire understanding between the parties and (for the avoidance of doubt) acceptance of deliveries of the Products hereunder shall constitute acceptance by the Customer of these Conditions. No liability shall attach to zioxi its agents or employees in respect of any representations made or advice given with regard to Products to be supplied unless confirmed in writing and signed by a Director of zioxi.
6. CANCELLATION / RETURNS
6.1 The Customer may cancel an order after acceptance of the order by zioxi in accordance with these Conditions, but before delivery of the Product and zioxi shall be entitled to charge the Customer a cancellation fee of up to but not greater than the total order value such cancellation fee to be calculated by zioxi at its sole discretion.
6.2 The Customer may cancel an order for a Service in accordance with relevant terms of service ;or in any event:
6.2.1 by a Consumer within 14 days under the Regulations, provided that the service has not commenced; or
6.3 The Customer may return a Product to zioxi, and zioxi will issue a credit in accordance with clause 6, provided the returned Product:
6.3.1 is free from damage, is in its original condition and original delivery packaging including pallets where appropriate;
6.3.3 the Product is not identified in the list of Products exceptions below.
6.4 Returns of the Products listed below will not be accepted:
6.5 The Customer must take reasonable care of the Product whilst it is in the Customer’s possession and must take reasonable steps to protect the Product from damage whilst in transit. In all events the Customer will be responsible for the cost of returning the Product to zioxi.
6.6 If the Customer fails to comply with this obligation, zioxi may, at its discretion, refuse to issue a credit or reduce the value of the credit.
Consumer Protection (Distance Selling) Regulations 2000 (“Regulations”)
6.8 In addition to the rights set out above, a Consumer may cancel an order under the Regulations by giving zioxi written notice within fourteen (14) working days, beginning on the day after receipt of the Products. In this case, zioxi will issue a refund of the price paid for the Products, including the original cost of delivering the Product, within thirty (30) days from the date of notice is given. The Regulations and this clause 6.8 do not apply to those Products listed in clause 6.4.
6.8.1 The Consumer must take reasonable care of the Product whilst in its possession and must take reasonable steps to protect the Product from damage whilst in transit. If the Consumer does not comply with this obligation zioxi may have a right of action against the Consumer for compensation.
7.1 Unless a written quotation has been given (whereupon the price quoted will be fixed for a period of thirty days or such other period as is specified therein) the prices for the Products are subject to alteration without notice and the price charged to the Customer will be that applicable at the date of zioxi’s acceptance of the order. Orders are not binding upon zioxi until accepted by zioxi. All prices are exclusive of Value Added Tax (and any similar tax) and any other Expenses. Where applicable these will be added as separate items on zioxi’s invoice. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to zioxi, the Customer shall increase the sum it pays to zioxi by the amount necessary to leave zioxi with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
7.2 Orders will be deemed accepted and binding on both parties as follows:
7.2.1 where an authorised officer issues written acceptance to the Customer, at the point of such acceptance; or
In particular, but without limitation to the generality of the foregoing, the generation of any automatic electronic responses shall not constitute acceptance of an order.
8.1 Unless otherwise notified to the Customer in writing by zioxi, the Customer shall pay for Products at the time of order. Alternatively, unless otherwise notified, where the Customer is invoiced by zioxi, the following terms apply:
8.1.1 where the order value is £5000 or greater, zioxi will invoice the Customer for 50% of the order value at the point of order; and 50% of the order value on despatch of the goods (UK customers) or where the Customer is domiciled outside of the UK, the agreed INCO 2010 term is to apply.
8.2 The Customer shall pay all invoices within thirty (30) days of the date thereof (time being of the essence). Terms of payment are within zioxi’ sole discretion and unless otherwise agreed to by zioxi, payment may be received by zioxi prior to zioxi’s acceptance of an order in accordance with these terms. zioxi reserves the right to charge interest at the lower rate of (a) 8% per annum above the Bank of England base rate or (b) the highest rate applicable under the Governing Law, from time to time on any payment or any part payment overdue calculated from the date due and to recover its expenditure including legal fees and costs of collection and to suspend delivery, performance of any warranty or (at zioxi’s option) forthwith to determine the same. zioxi has no obligation to provide service or support until zioxi has received full payment for the Product or services or support that the Customer has purchased. In the event of snagging issues being outstanding at the time an invoice is due for payment, then by agreement with zioxi at zioxi’s sole discretion upto 5% of the invoice value may be withheld by the Customer but only until the snagging issues are satisfactorily resolved when immediate payment is then due.
8.3 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). zioxi may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by zioxi to the Customer.
9. DELIVERY AND INSTALLATION
9.1 Dates for delivery of the Products are estimates only and are subject to zioxi’s availability schedule. zioxi shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s). Time is not of the essence for the delivery of Products.
9.2 Where the Customer requires a delay to the delivery date communicated and acknowledged by zioxi, then zioxi reserves the right to charge a storage and holding fee to be calculated by zioxi at its sole discretion and if the delay is for 1 month or greater to invoice in full for the Products, with any invoice settled according to clause 8.2.
9.3 Where zioxi installs Hardware, zioxi shall perform the standard inspection diagnostic checks. For Hardware, designated by zioxi as Customer installable the Customer shall be responsible for the installation of Hardware in accordance with instructions provided by zioxi.
9.6 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by zioxi, the Customer shall make those licences and consents available to zioxi prior to the relevant shipment.
10. DAMAGES, SHORTAGES OR LOSS IN TRANSIT
The Customer shall inspect the Products immediately on delivery and zioxi will accept responsibility for damages, shortage or loss in transit only if:
10.2 In cases of suspected damage in transit the added packaging is retained for inspection and the Customer shall endorse the carrier’s delivery note with a description of such damage when signing to acknowledge receipt; and
If the Customer fails to give notice as specified in this clause 10 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Products shall conclusively be presumed to comply with the Warranty and, accordingly, the Customer shall be deemed to have accepted the delivery of the Products in question and zioxi shall have no liability to the Customer with respect to that delivery (except in relation to liability for any latent defects).
Where zioxi accepts responsibility under this clause zioxi shall at its option replace or repair any Products proved to zioxi’s satisfaction to have been lost or damaged in transit.
11. ACCEPTANCE OF PRODUCTS
11.1 For zioxi installed Products, satisfactory completion of zioxi’s standard test procedure and an Acceptance Form signed by the Customer and zioxi will be sufficient to establish acceptance.
11.3 If installation is not performed by zioxi, zioxi shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be the date of delivery to the Customer.
12. PASSING OF RISK
Subject to Clause 6 risk of loss and damage shall pass from zioxi to the Customer upon delivery of Products to the Customer or its agent, and in accordance with Incoterms for Customers domiciled outside the UK.
13. CONFIDENTIAL INFORMATION
Customer agrees to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to the Customer hereunder the Customer shall take all reasonable steps to ensure that its employees are bound by the same obligations and that such obligations ensure beyond any termination of employment with the Customer.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 If notified promptly in writing of any action (and all prior claims relating to such action) brought against the Customer, based on a claim that the Customer’s use of Products infringes a United Kingdom patent or copyright, zioxi will defend such action at its expense and pay the costs and damages awarded, provided that zioxi shall have sole control of the defence of any such action and all negotiations for its settlement or compromise. At any time during the course of any litigation arising out of a claim of infringement for a United Kingdom patent or copyright, or if in zioxi’s opinion, a Product is likely to become the subject of a claim of infringement of a United Kingdom patent or copyright, zioxi will at its option and expense either procure for the Customer the right to continue using the Product, replace or modify the same so that it becomes non-infringing, or grant the Customer a credit for the Product as depreciated and accept its return. Depreciation will be an equal amount per year over the lifetime of the Product as established by zioxi. zioxi will not have any liability to the Customer under any provision of this clause if the infringement or claim thereof is based upon:-
14.1.1 use of Products in combination with other equipment or software not supplied by zioxi; or
14.2 The foregoing states the entire liability of zioxi with respect to infringement of patents or copyrights by Products or any part thereof or by their operation. No costs or expenditure will be incurred for the account of zioxi without the prior written consent of zioxi.
15. zioxi LIABILITY
15.1 Products have been manufactured or developed by zioxi or third parties to standard specifications. The Customer accepts that zioxi is acting only as a supplier and that it is the Customer’s responsibility to verify that the Hardware will be suitable for its own requirements. There are no warranties, conditions, guarantees or representations as to description merchantability or fitness for a particular purpose or other warranties, conditions, guarantees or representations whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statute implied terms as to title.
15.2 Notwithstanding 15.1 above the remedies set out in this Agreement do not apply to consumer transactions except in so far as they add to Customer’s rights implied by statute. In relation to such transactions the rights and obligations of zioxi and the Customer in respect of defects in any Products supplied by zioxi to the Customer under this agreement, the fitness for any particular purpose of such Products and the correspondence of such Products with any description or sample shall be determined by the Terms and Conditions implied by Statue.
16. EXPORT CONTROL
Under regulations governing United Kingdom trade and by virtue of its agreements with suppliers, zioxi requires to be pre-notified of shipments outside the United Kingdom. Customer is required to obtain all necessary licences prior to export. Delivery of Products is subject to all such authorisations being available at the time of delivery. zioxi will provide the required data or at its option seek to obtain the relevant licences on behalf of the end user.
zioxi reserves the right to change specifications of Products at any time and without notice and to supply Hardware which differs from the specifications agreed between zioxi and Customer provided that such substitutions do not materially affect the performance of the Products.
18.1 zioxi shall have the right, without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate forthwith this agreement, including any Service in any of the following events:-
18.1.1 if the Customer fails to pay any sums to zioxi on the due date of payment; or 18.1.2 if the Customer commits any other breach of any of the Conditions provided that if the breach in question is one which the Customer can effectively remedy then the said notice of termination shall not be effective to terminate this agreement unless the Customer fails within thirty (30) days of the date of such notice effectively to remedy the breach complained of; or
18.1.3 if the Customer ceases to carry on business or substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due.
19.1 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control.
20. RIGHTS OF THIRD PARTIES
Both parties expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between the parties to this Agreement in relation to the subject matter of this Agreement and that any third party mentioned in this Agreement either specifically or by implication shall be expressly excluded from bringing a claim under the said Act.
The Customer shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with this Agreement and/or any other agreement that the Customer may have with zioxi, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. The Customer shall, whenever requested by zioxi, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
22. GOVERNING LAW
22.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to the Contract. The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (Incoterms) shall apply, but where they conflict with these Conditions, the Conditions shall prevail.
22.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
22.3 Each party irrevocably consents to any process in any legal action or proceedings under 22.1 above being served on it in accordance with the provisions of these Conditions relating to service of notices. Nothing contained in the Contract shall affect the right to serve process in any other manner permitted by law.
22.4 Nothing in these clauses 22.1Error! Reference source not found. to 22.3 shall limit the right of zioxi to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude zioxi from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
a) The Contract is drafted in the English language. If the Contract is translated into any other language, the English language version shall prevail.
b) Any notice given under or in connection with the Contract shall be in the English language. All other documents provided under or in connection with the Contract shall be in the English language, or accompanied by a certified English translation.
c) The English language version of the Contract and any notice or other document relating to the Contract shall prevail if there is a conflict except where the document is a constitutional, statutory or other official document.
Terms and Conditions of Website use
By accessing this website you are accepting and will be bound by the terms and conditions set out below.
1. Intellectual Property Rights
1.1 All materials (including, without limitation, all designs, text, graphics and their selection and arrangement) on this website are the copyright of zioxi Concepts Ltd (“zioxi”) or its licensor’s. No material on this website nor any part of it may be copied, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes in any form whatsoever, whether physical, electronic or otherwise, without zioxi’s express, prior, written consent. However, where “Printer Friendly” versions of any of the pages of this website are shown to be available, you may print out those pages and keep for your own, non-commercial, use only provided that (a) you do not remove or alter any copyright and other proprietary notices contained on the materials and (b) all use is for lawful purposes only.
2. Limited Permission to Copy or Download
2.1 Any copies of these pages saved to disk or to any other storage medium may only be used for subsequent viewing purposes or to print extracts for your own personal, non commercial use.
2.2 No part of this website may be reproduced or transmitted to or stored in any other website nor may any of its pages or parts thereof be disseminated in any electronic or non electronic form nor be included in any public or private electronic retrieval system or service without zioxi’s express, prior, written permission.
3. Links to Other Websites
3.1 If this website provides access via hypertext or other links to resources in other websites, such links shall be for browsing only and in so doing zioxi is not responsible for and does not endorse any linked entities nor authorise any act which may be in breach of copyright or any other third party rights which are protected in law or by international treaties Worldwide. zioxi does not accept any responsibility or liability for any of the material contained on any third party website. Your linking to any other off-site pages or other sites is entirely at your own risk.
4. Information and General Disclaimer
4.1 The contents of this website are only for general information or use. They do not constitute advice and should not be relied upon in making (or refraining from making) any decision. zioxi uses reasonable care to make sure that the information appearing on this website is accurate and up to date. However, errors and omissions do occur and you should independently verify the accuracy of the information yourself before placing any reliance upon it.
5. Changes to Access or Content of the Website
zioxi may alter without notice the arrangements for access to this website or change the content, presentation and/or facilities of this website.
6. Changes to these terms and conditions
zioxi may add to or change these terms and conditions. It is your responsibility as a user to refer to these terms and conditions on accessing this website. Changes will be effective immediately after posting to this website and you will be deemed to have accepted any change if you continue to access this website after that time.
7. Material Submitted by Users
7.1 In the event that any element of this website contains material submitted by users, zioxi shall not accept any responsibility for the content or accuracy of such material and the views expressed are not necessarily those of zioxi.
7.2 Any material or information transmitted to or posted to this website by any means will be treated as non-confidential and non-proprietary and may be disseminated or stored or used by zioxi for any purpose whatsoever.
7.3 Do not post or transmit to or from this website any unlawful, threatening, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or racist, harmful, threatening or menacing or any other material which could give rise to any civil or criminal liability.
7.4 zioxi expressly reserves the right at any time and without notice to edit or withdraw any material posted to this website by any user for any reason whatsoever.
8. Information Security
9. Access to the Website
zioxi does not guarantee uninterrupted and/or reliable access to this website and zioxi makes no guarantees whatsoever as to its operation, availability, functionality or otherwise. Further, zioxi expressly reserves the right (without giving notice) to discontinue access to this website at any time and for any reason. zioxi shall have no liability to in the event that this website is unavailable at any time and whether such non-availability is temporary or permanent.
11. Rights of Third Parties
Both zioxi and you expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between zioxi and the user in relation to the subject matter of these terms and conditions and further agree that all third parties shall be expressly excluded from bringing a claim under the said Act in relation to these terms and conditions and/or your use of this website.
12. Invalidity of Terms
If any provision of these terms and conditions shall be unlawful, void or unenforceable for any reason then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
13.1 English Law shall govern these terms and conditions and any dispute arising there from shall be subject to the non-exclusive jurisdiction of the English Courts.