Foxhall’s Terms and Conditions of Sale are effective from 01.08.2012 until further notice.
You, the Customer a person or company buying Products from us.
Consumer a private person or Sole Trader buying Products for private use. If you are a Consumer, your specific rights and exceptions are covered under the Consumer Rights Act 2015.
Foxhall (us, our) the Product vendor as identified on your invoice (Foxhall Solutions Ltd.) and, where relevant, Service Provider.
Integration Material (IM) 3rd Party Products or products specified or provided by you.
Order Confirmation formal acknowledgement of Product ordered by you, sent by Foxhall.
Price stated in Order Confirmation.
Product as described in Order Confirmation, may include Foxhall-branded products, 3rd Party Products and Service Offerings.
Service Offering as described in Order Confirmation and Foxhall Service description document.
Service Provider Foxhall or its authorised Service experts.
3rd Party Products all goods that are not Foxhall-branded Products.
Software computer operating systems, digital content, middleware or applications supplied in Digital form.
Service or Services means general service and support carried out by Foxhall or their elected Service Provider in accordance with the Service Offering.
This Agreement applies to this sale, Service and all statements made by Foxhall in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to this Agreement must be confirmed by Foxhall in writing. Any other Terms and Conditions except statutory rights afforded to a Consumer, are excluded. Placing your order means acceptance of this Agreement. This Agreement does not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.
Quotations are only valid in writing and during the period that they state. If unstated, the period is 10 days (incl. 3rd Party Products). Orders may be received by writing, internet, telephone or fax but are only binding when accepted by Foxhall in a written Order Confirmation. Please check the Order Confirmation and notify Foxhall of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement. Foxhall reserves the right to change Products (incl. 3rd Party Products) at any time but Foxhall guarantees you at least equivalent functionality and performance.
4. Price & Payment Terms
Products and Service Offering prices, VAT, shipment, insurance and installation are as shown on your invoice. Changes to VAT, exchange rates, duties, insurance, freight and purchase costs (incl. for components and Services) may cause Foxhall to adjust prices accordingly. Payment of 50% including VAT of the total system installed cost, must be made before acceptance of an order to supply Goods or Services, and on completion of delivery and installation the final 50% will be invoiced requesting payment within 14 days of the system go-live date. Payment timing is of the essence. Foxhall may suspend deliveries or Services until full payment for that order. If payment is late, and you purchase as a company, the maximum statutory interest rate will apply on the late amount and if you purchase as a Consumer, interest will be at 2% above the minimum lending rate on the late amount. In either case, the costs of recovery shall be payable by you. Cheques may only be accepted conditionally. Your invoice may show discount terms for payment of the total system installed cost, which may be applied to your final 50% payment, if it is received by us before the due date as shown on your invoice.
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. The Customer or Consumer will not withhold permission for Foxhall to enter the storage premises to repossess the goods if payment in full cannot be made. Should you sell them before title passes, you will become Foxhall’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Foxhall may sue for the Price before title passes. If you refuse delivery without Foxhall’s agreement, you must pay Foxhall’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.
When you receive Product you must inspect it for any defects or non-conformity within 7 days. After this period, you will have accepted Product. If Foxhall agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.
Unless otherwise stated, Foxhall guarantees to you that Foxhall-supplied Products will be free from defects for 6 months from delivery and spare parts for 60 days from installation or delivery date, whichever is the earlier. Should Product be defective within this period, Foxhall will use best endeavours to repair or replace Product within 30 days. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. Foxhall warranty does not apply where manufacturer’s warranty, and/or statutory conditions and warranties equal or exceed Foxhall’s Warranty. Foxhall may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change.
Foxhall does not give a warranty guarantee protection for:
- damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party, a representative of the Customer, or a Consumer;
- damage caused by any party (except Foxhall) or other external force;
- fitness for any particular purpose;
- 3rd Party Products, Software and IM specified by you. You will receive the warranty or licence for these products directly from their manufacturer or licensor;
- any instruction given by you and correctly performed by Foxhall.
8. Installations onto existing Customer Hardware
Installations of Foxhall supplied hardware and /or software solutions onto Customer supplied hardware platforms, are quoted after site and system survey. However, Foxhall reserves the right to impose additional time and materials charges where integration difficulties extend project installation and commissioning time.
Installation and Commissioning Services will be provided by Foxhall or their selected Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Services may be provided via telephone or internet where appropriate. You must allow Foxhall to examine Product at your or Foxhall’s premises (at our choosing). Foxhall owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request.
Unless stated in Service Offering, the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Foxhall’s assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g.: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
Foxhall accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of Foxhall, Service Provider or our employees, agents, subcontractors. Except for death/personal injury, this liability is limited to the lesser of £250,000 or Price.
Foxhall does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by Foxhall within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following Foxhall’s reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.
11. Intellectual Property (IP)
Foxhall indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Foxhall may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Foxhall for any of IM or IP specified or owned by you and integrated into Product. Foxhall is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Foxhall retains all Foxhall-owned IP in Product. You must notify Foxhall immediately of any infringing or unauthorised use of Product or IP in it. Foxhall does not indemnify you for i. 3rd Party Products and Software, ii. unauthorised modification or iii. any claim caused by the use of Products in conjunction with anything not supplied by Foxhall.
Software not owned by Foxhall is supplied subject to licence and warranty of the Software licensor. Foxhall encloses the Software licence that you require with the Product where necessary; you must comply with that licence. If you choose not to accept the operating system licence at start-up, if any, Foxhall will only accept the return of the entire product for refund.
13. Export Control
You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the US or competent EU government. You understand and acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
14. Force Majeure
Foxhall is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Each party must treat all information received from the other marked “confidential” or reasonably obvious to be confidential as it would treat its own confidential information.
Foxhall may terminate this Agreement with immediate notice if you: 1) fail to pay on time, 2) breach or Foxhall suspects you have breached export control laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due. Termination of this Agreement must be in writing (by hand, e-mail, facsimile or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
17. Your obligations as a Customer
You are responsible for:
- your own choice of Product and its suitability for purpose;
- any contracts with 3rd parties that would be effected by supply and/or install of the Product and/or Service Offering;
- your telephone & postal charges in contacting Foxhall, if any;
- any Product and/or Service specifications & instructions given by you;
- all IM, its performance, licences, authorisations and any unused IM.
You must provide Foxhall with all reasonable courtesy, information, cooperation, facilities and access to enable Foxhall to perform duties, failing which Foxhall shall not be obliged to perform any Service or assistance. You are responsible for the removal of non Foxhall-supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
- Data Protection
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and Foxhall’s data protection registration. You may instruct Foxhall not to use your data for direct marketing purposes. Please note that your phone-calls to Foxhall may be monitored for Quality of Service and verification purposes.
- Consumer Rights
If you are a Consumer you may cancel your purchase at any time within 7 working days of receipt without cause and receive a refund of the Price paid. To do this you must inform Foxhall in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights – Consumer Rights Act 2015 – are unaffected by this Agreement and override this Agreement in case of conflict. This Act does not apply to any Business customer or user.
English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Foxhall may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations. All notices must be in writing (by hand, e-mail, facsimile or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.