Order Fulfilment & Supply Chain Terms
Scope
These terms and conditions ("Terms and Conditions") govern the agreement ("Agreement") for the sale and supply of products and services by Apaxon® Limited ("Apaxon®") to the customer ("Buyer"). Products sold on the Apaxon® Store are fulfilled and shipped by our authorized distribution partners ("Distributors"), and may also include hardware, software, and services from third-party vendors and manufacturers ("Vendors"). "Vendor Products" refers to hardware, software, and services supplied by such Vendors. The supply, fulfillment, and return of Vendor Products is subject to the terms and conditions of the relevant Distributor and the applicable Vendor. The Agreement includes any terms and conditions agreed between Apaxon® Limited ("Apaxon®") and the Buyer, as well as these Terms and Conditions and any documents referenced herein. The Buyer's own terms and conditions are expressly rejected and will not apply, even if referenced by the Buyer in any offer, acceptance, or other correspondence, and even if Apaxon® does not expressly object. In the event of any inconsistency between an individual agreement in place between Apaxon® Limited ("Apaxon®") and the Buyer and these Terms and Conditions or any other terms and conditions referenced herein, the individual agreement shall take precedence.
Pass-Through Terms
Certain Vendors require Apaxon® Limited ("Apaxon®") to pass through specific terms ("Vendor Pass-Through Terms") relating to the Vendor Products to Buyers and their customers. By purchasing or licensing, as applicable, Vendor Products from Apaxon®, the Buyer agrees to these Vendor Pass-Through Terms, which shall form part of the Agreement between Apaxon® and the Buyer. To the extent required under the applicable Vendor Pass-Through Terms, the Buyer will ensure that such terms are flowed down to its own customers in any agreements with such customers. Vendors may amend their respective Vendor Pass-Through Terms for the Vendor Products from time to time. In such cases, Apaxon® will publish the updated terms on its website. The Buyer agrees to be bound by such updated pass-through terms and is responsible for checking the link for updates from time to time. In the event of any conflict between any applicable Vendor Pass-Through Terms and these Terms and Conditions or any country-specific terms, the Vendor Pass-Through Terms shall take precedence.
Formation of Contract, Renewals
Any offerings or information provided on Apaxon® Limited's ("Apaxon®") website, in marketing materials, quotations, or other communications, are non-binding invitations to treat only. Buyer's orders are offers to contract and, once received by Apaxon®, cannot be cancelled without Apaxon®'s explicit agreement in written form or electronically. The Agreement comes into effect only upon Apaxon®'s acceptance of the Buyer's order. The Buyer's order shall be deemed accepted by Apaxon® upon execution of the order, at the latest. Where applicable, any automatic renewal of an existing contract shall be deemed to have occurred for a successive term if the parties do not serve notice of termination with the required minimum notice period prior to the renewal date.
Delivery, Transfer of Risk, Delivery and Service Dates
Deliveries are made CPT (Incoterms 2020) to the named destination agreed between Apaxon® Limited ("Apaxon®") and the Buyer, except where otherwise provided in these Terms and Conditions. If an agreed pickup of the Products by the Buyer is arranged, deliveries are made EXW (Incoterms 2020) at the agreed pickup location. Apaxon® will arrange transport to the named destination agreed between the parties. The risk of damage or loss of the Products shall transfer to Apaxon® upon the handover of the Products to the carrier at the agreed point of origin. Products sold by Apaxon® and delivered within the United Kingdom or European Union will be supplied customs cleared, where applicable. For deliveries to agreed destinations outside the United Kingdom or European Union, Products will be delivered customs cleared only if Apaxon® is VAT-registered and import-enabled in the respective country. Apaxon®'s estimated delivery and service dates are non-binding, unless explicitly stated otherwise. Apaxon® will use commercially reasonable efforts, but is not obligated, to deliver or provide services on such estimated dates. Unless otherwise agreed, Apaxon® may make partial deliveries to the Buyer and may invoice such deliveries separately.
Prices and Payment Terms
Prices are for Products (including services) only. Unless agreed otherwise, prices do not include packaging, freight, insurance, or other transport-related costs, value-added tax (VAT), export/import duties, levies, fees, or any other taxes, all of which must be borne by the Buyer. The price stated in Apaxon®'s order confirmation shall be binding and shall be deemed accepted by the Buyer unless the Buyer objects to the price in writing immediately after receiving the order confirmation. Unless agreed otherwise, invoices are due immediately and must be paid promptly after receipt. All payments shall be made in full, in the agreed currency, and to the bank account stated on the invoice. Any bank or other charges required to effect payment to Apaxon®'s bank account shall be borne by the Buyer. Any dispute on an invoice must be communicated to Apaxon® electronically within 7 days from the date the Buyer received the invoice. In case of payment default, Apaxon® may charge late payment interest in accordance with applicable law.
Special Pricing Transactions
Apaxon® may provide special pricing or other conditions as permitted under certain vendor terms and conditions. The Buyer is required to comply with all applicable vendor terms and conditions. In the event that the Buyer breaches any such vendor terms and conditions, Apaxon® reserves the right to invoice the Buyer for the difference between the special price and the regular purchase price of the vendor product.
Multi-Term Vendor Service Contracts
In the case of multi-term vendor service contracts—such as those with a duration of several months or years—Apaxon® may issue invoices for the full term of the service contract, or on a periodic basis (for example, monthly or annually), as agreed between the parties. While the Buyer may be entitled to collect payments from its customers in the ordinary course of business, the Buyer agrees to assign all of its future receivables under each contract for vendor services to Apaxon® as security. If the Buyer is in default of payment, in full or in part, for one or more periodic payments for more than 7 days and fails to pay after a further grace period of 5 days, Apaxon® shall be entitled to terminate the vendor services contract with immediate effect—without further liability to the Buyer.
Acceptance of Services, Inspection of Products, Notification of Defects
The Buyer shall promptly accept, in writing or electronically, any work product created and delivered by Apaxon® Limited that conforms to the agreement between the parties. The Buyer must inspect all Products promptly upon delivery for quantity discrepancies, damaged packaging, labeling errors, visible quality defects, or any other apparent damage. If any visible defect or damage is identified in the delivered Products or packaging, the Buyer must note such issues on the proof of delivery document ("POD") at the time of delivery. The Buyer must notify Apaxon® Limited electronically of any visible defects as soon as possible, and in any event no later than 7 days from the delivery date. This notification must include a sufficiently detailed description of the defects (including supporting photographs). Any rights of the Buyer regarding defects not notified to Apaxon® Limited in accordance with the above shall be permanently excluded.