1. DEFINITIONS

1.1 “Conditions” these terms and conditions
1.2 “Consumer” means a Customer who purchases or licences Products for its own private use
1.3 “Customer” means a purchaser or licensee of the Products
1.4 “Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
1.5 “End User” means a person or entity that is the user of the Products
1.6 “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
(b)  insurance;
(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.
1.7 “Hardware” the equipment to be purchased
1.8 “Products” any Hardware sold or licensed by zioxi
1.9 “Reseller” means a Customer who is not an End User
2.0 “Service” means a service that continues over a period of time determined by zioxi.
2.1 “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 Until such time as title in the Hardware has passed to the Customer, zioxi:
2.2.1 shall have absolute authority to retake, sell or otherwise deal with or dispose of any or part of the Hardware; and
2.2.2 zioxi or any of its agents or authorised representatives shall with reasonable cause be irrevocably entitled at any time and without notice to enter upon any premises in which the Hardware or any part thereof is installed, stored or kept, or is reasonably believed so to be; 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
3.1.2 otherwise for at least one (1) year provided that zioxi may vary the warranty periods and service level at its discretion from time to time as published in the zioxi Price List or Product Specification sheet applicable at the time of purchase.

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 zioxi shall not be liable at any time for damage or defects in the Hardware or parts caused by:

3.5.1 improper use or installation; or
3.5.2 use of the Hardware outside the specifications detailed in the documentation relating to the Hardware; or
3.5.3 outside the specific application of the Hardware; or
3.5.4 where Hardware has been repaired or modified by persons not authorised by zioxi.

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. TERM

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. APPLICATION

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.
5.2 zioxi reserves the right to amend these Conditions from time to time without notice by updating the same on its website zioxi2022.dev.maxx7.net.
5.3 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on the Supplier’s website from time to time are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

6. CANCELLATION / RETURNS

Cancellations

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
6.2.2 by any Customer (other than a Consumer) only by agreement with zioxi, such agreement to be at zioxi’s sole discretion.

Returns

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;
6.3.2 is received by zioxi within 28 days of the date the Product was delivered to the Customer; and
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:
6.4.1 Products made to the Customers own specification or requirements; or 6.4.2 such other Products identified in the zioxi Returns Policy from time to time.

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.
6.7 Provided a returned Product complies with the conditions set out in clause 6.3, zioxi shall issue a credit for the price paid for the Product, excluding the original cost of delivering the Product and a re-stocking and administration charge which will be advised. Payment will be within 30 days from the date the product is received by zioxi.

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. PRICE

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
7.2.2 in all other circumstances, at the point that zioxi commences delivery of the Product in question or on the commencement of purchasing &/or manufacturing where the Products are to be made to the Customer’s own specification.

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. PAYMENT

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.
8.1.2 where the order value is less than £5000, zioxi will invoice the Customer for the full 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.
9.4 All UK mainland deliveries shall be made between 09.00 hours and 17.00 hours (“working hours”) Monday to Friday inclusive excluding Public Holidays. If the Customer requires delivery to be made outside such times an additional charge shall be payable. zioxi reserves the right to make partial deliveries.
9.5 Deliveries will be made to the address specified in the Customer’s order subject this address having been accepted by zioxi as part of the order acknowledgement. Acceptance of any changes to this delivery address shall be at zioxi’s sole discretion and the Customer shall be liable for any additional expenditure incurred by zioxi as a result of such change. The Supplier shall arrange for suitable transport to the Delivery Point. On delivery, zioxi (or its appointed carrier) shall provide the Customer with such export documents as are necessary and which the Customer is unable to prepare, together with a delivery note.

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.
9.7 Without prejudice to the generality of clause 9.6, if the Products (or any of them) are held by, or delayed at, any customs authority for any reason, including (but not limited to) out-of-date, expired, incorrect or incomplete import licences or other consents, the Customer shall immediately reimburse zioxi on demand in respect of any expenditure and/or additional costs incurred by, or on behalf of, zioxi, including (but not limited to) demurrage.

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:
10.1 Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to zioxi or is notified in writing to zioxi in cases of outwardly non visible loss or damage to unchecked Products to arrive in either case within five (5) working days from receipt of the Products by the Customer; and
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
10.3 The Products are handled by the Customer in accordance with zioxi’s or the carriers conditions of carriage or handling stipulations.
10.4 The Supplier will have fulfilled its contractual obligations in respect of each delivery provided that the quantity actually delivered is no greater than 5% more or less than the quantity specified in the Order. The Customer shall pay for the actual quantity delivered.

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.
11.2 If the acceptance Form is not signed by the Customer within seven (7) days after physical installation of the Hardware and in the absence of written notification of valid reasons justifying non acceptance, the Customer shall be deemed to have accepted the Products on the eighth (8th) day.
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
14.1.2 the use of Products in carrying out any patented process; or
14.1.3 infringement as described in 14.3 below.

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.
14.3 The Customer will hold zioxi harmless against any expense, judgement or loss of infringement of any patents, copyrights or trademarks which results from zioxi’ compliance with Customer’s designs specifications or instructions.

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.
15.3 Notwithstanding 15.1 and 15.2 above all rights which the Customer may have under the Consumer Protection Act 1987 and the Consumer Protection (Distance Selling) Regulations 2000 are in addition to those set out in this Agreement.
15.4 If zioxi is unable other than through the act or default of the Customer within a reasonable time to replace or repair the defective Hardware in accordance with the warranty set forth herein and where the Hardware in question is totally unusable due to the defect or non-conformity the Customer may reject it and upon its return to zioxi’s premises is entitled to recover the purchase price of the Hardware as appropriate.
15.5 zioxi shall be liable for death or personal injury arising from the use of Products to the extent that it results from the negligence of zioxi or its employees. zioxi shall also be liable to the Customer for any other direct loss of or damage to tangible property caused solely by the negligence of zioxi or its employees subject always to the maximum aggregate liability of zioxi under this Agreement or in connection with the supply of any products or services under it, whether in respect of contract, tort or otherwise in relation to any successful claim made on zioxi by the Customer not exceeding the amount received by zioxi from the Customer in respect of sale of the products and services to which the claim relates.
15.6 The Customer agrees that zioxi will not be liable for any loss arising out of the provision of goods or services by any company organisational person other than zioxi or for any loss caused by the Customer’s failure to perform his obligations in relation to this agreement.
15.7 zioxi shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits or of data) in connection with or arising out of the supply, functioning or use of the Hardware even if zioxi shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.
15.8 Except in respect of the liability of zioxi for death or personal injury resulting from the negligence of zioxi or its employees or a claim under 15.2 or 15.3 above or in respect for a claim for non-payment of monies due under this agreement no action regardless of form arising out of the transactions in relation to this agreement may be brought by either party more than 2 years after the cause of action has accrued.

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.

17. SPECIFICATIONS

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. TERMINATION

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. MISCELLANEOUS

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.
19.2 Resellers are only entitled to resell Products or Services to End Users and not to other Resellers, unless given specific signed approval to do so by zioxi.
19.3 Failure by zioxi to exercise or delay exercising any of these Conditions shall not constitute or be deemed to be a waiver of zioxi’s rights hereunder nor prejudice zioxi’s rights to take subsequent action.
19.4 The headings in these Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Conditions.
19.5 The invalidity or unenforceability for any reason of any part of these Conditions shall not prejudice the continuation in force of the remainder thereof.
19.6 The Agreement set out in these Conditions shall not be assigned by the Customer without the prior written consent of zioxi. Any such attempt to assign shall be void.
19.7 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the Customer set out in each sales order (for notices to be sent to the Customer) or the registered office of zioxi (for notices sent to zioxi).
19.8 Where the customer comprises two or more persons their liability and obligations to zioxi shall be joint and several.

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.