Foxway OÜ, registry code 12703942, aadress Killustiku Põik 1 Vahi alevik, Tartu vald, Tartu maakond, 60534, Estonia (hereinafter: us or we) is the owner of the Foxway business-to-business online store (foxway.shop; hereinafter: Reseller Portal).

1. Essence of the Reseller Portal and General Terms

1.1. The Reseller Portal is an online store created and administered by us where we sell electronic devices and equipment (hereinafter: Goods) to business customers (hereinafter: you; we and you hereinafter also referred together: Parties).

1.2. These terms and conditions (hereinafter: Terms and Conditions) apply to all sales between the Parties, regardless of whether purchase is done via the Reseller Portal or otherwise (e.g. by e-mail). You are aware that even if Goods are purchased by other means than Reseller Portal, all relevant information about the Goods, including information about their quality and terms of sale, is provided on the Reseller Portal.

1.3. When purchasing Goods, you have read and agree with the Terms and Conditions. Parties may agree to different terms than those stated in the Terms and Conditions in writing.

1.4. We have the right to amend the Terms and Conditions unilaterally. In this case you will be notified of such amendments via the Reseller Portal or via e-mail.

1.5. Goods are only sold to legal persons, any legislation regarding consumers is not applicable to the legal relations between the Parties. By purchasing Goods via the Reseller Portal, you confirm your status as a validly existing legal person.

2. Registering a User Account

2.1. In order to gain access to the Reseller Portal you must register a user account (hereinafter: Account)

2.2. To register an Account, you must enter at least the following information, whereas supplementary data and verification processes may apply in the Reseller Portal as updated from time to time:

(a) Organization’s full name, place of registration, registry code, registered address;

(b) Contact details - such as e-mail, valid representative’s first name and last name, Skype username etc.;

(d) Billing details - such as VAT registration No., billing contact’s name, e-mail, phone, street, city, postal code and country;

(e) Shipping address details (if it is different from billing address) - such as street, city, postal code and country (hereinafter: Your Location). If necessary, we may inquire further information and documents regarding Your Location.

2.3. You are obligated to make sure that the submitted information is correct and up to date. If any of the submitted information changes, you must update it on your Account immediately. We shall not take any liability for consequences which are caused by incorrect or outdated information.

2.4. Where we have given you (or where you have chosen) a password that enables you to log in to the Reseller Portal, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

2.5. By creating the user account, you confirm that you have the right to represent and conclude contracts for purchasing Goods on the behalf of the legal person on whose behalf the user account is created and Goods are purchased.

3. Placing the Order, Auctions

3.1. To purchase Goods via the Reseller Portal you must place an order (hereinafter: Order) via the Reseller Portal or send us an e-mail, where you:

(a) choose the type and the quantity of the Goods you want to purchase; and

(b) specify whether you will pick up the Order from our location or you want the Order to be delivered to Your Location. In the latter case, you also have to specify whether you want the Goods to be shipped by express or economy delivery. We are not obliged to deliver the Goods to other location other than Your Location. We may inquire additional information regarding your request to deliver the Goods to any other locations than Your Location.

3.2. The minimum value of a single Order is 2000 EUR (+ VAT and other taxes where applicable).

3.3. If prices are listed as “VAT Margin” in the Reseller Portal then VAT is included in the price. If prices are not marked as “VAT Margin” then all prices are listed without VAT or any other applicable taxes. Where applicable, Estonian domestic VAT applies to the invoice.

3.4. We will review and confirm the Order within 1 business day after the Order has been placed. In case we deem it necessary, additional information and documents may be requested regarding the Order (including but not limited to information regarding good standing and right of representation) prior to acceptance. In such cases, the review period may be prolonged.

3.5. If we do not confirm the Order within 1 business day, we will contact you for agreeing or negotiating the further conditions regarding the Order, including the price of the delivery if the Order is to be delivered to Your Location. Once we have reached an agreement we will send you an Order confirmation.

3.6. You may also purchase Goods through the Reseller Portal by participating in an online auction and placing a bid. Upon successfully winning an auction, you are legally obliged to purchase all Goods associated with that auction at the bid price. Subsequently, we will issue an invoice for these Goods, as outlined in clause 4 of these Terms and Conditions. Should you decline to purchase the Goods at the bid price, we retain the right to request a contractual penalty from you, amounting to 10% of your bid.

4. Payment Terms, Refunds

4.1. We strongly expect all issued invoices are settled by you - the intended recipient of the invoice. In case there is valid reason for payment for your Order by a third party on your behalf, information and documents regarding such circumstances must be provided without due and prior to placing any Orders. In case a natural person is intending to pay for an Order placed by you (a legal person), documents must be provided proving in our full discretion a satisfactory link between you (a legal person) and the natural person in question, together with sufficient reasoning regarding the necessity for such payment being made by the natural person on your behalf. We have the right to demand additional information and documents in case we deem it necessary. Any applicable deadlines shall be prolonged for the duration of the investigation. In case we are dissatisfied with the amount or substance of reasoning provided by you regarding payment for your Order by a third party, we have the right to reject your Order and cancel any active Orders. We do not accept payments made on your behalf by any third parties having no apparent and proven link to you. If we have sufficient grounds, we may deny payments made via non-bank payment services providers.

4.2. After sending the confirmation of your Order, we will issue a pro forma invoice to you.

4.3. The invoice will include the price of the purchased Goods and the cost of the delivery, if the Goods are to be delivered to Your Location (hereinafter: Fee).

4.4. The Fee shall be paid by you to a bank account specified in the invoice within 7 days as of submitting the invoice, if not specified otherwise on the invoice. If the Fee is not paid in due time, we have the right to cancel the Order.

4.5. If you have been issued a regular invoice, you shall pay a penalty of 0,2% of unpaid amounts for each day in delay.

4.6. In case you are entitled to a refund according to these Terms and Conditions, we shall only issue such refunds to you and shall never issue refunds to any other bank or other similar accounts other than a bank or other similar account where the initial payment was made and which is sufficiently linked to you. We do not issue refunds in cash.

5. Fulfilment of the Order

5.1. Unless expressly agreed in writing, we will not fulfil the Order before the entire Fee has been paid. Once the Fee clears and payment has been made in compliance with these Terms and Conditions, we will fulfil the Order within 2 business days. In case any matters need clarification regarding payment or fulfilment of the Order, we shall notify you requesting additional information. In case of unresolved substantial issues (e.g. fraud), we may cancel the Order prior to shipping by providing you such notification.

5.2. If we do not have a sufficient quantity of the Goods you have ordered in stock and it is not possible to fulfil the Order in the full extent:

(a) if we are able to ship at least or more than 90% of the ordered Goods, we will fulfil the Order to the maximum extent possible;

(b) if we are not able to ship at least 90% of the ordered Goods, we will notify you of the amount of Goods in stock. Unless we receive a cancellation notice from you either by e-mail or other means in 2 business days, then we will fulfil the Order to the maximum extent possible.

5.3. If we are not able to fulfil the Order in full as described in clause 5.2 then the Fee will be reduced proportionally to the Order completion rate. The excess sum paid by you shall be considered as prepayment for future orders. If so requested, all excess Fees will be returned to the bank account from which the invoice was paid within 3 business days.

6. Delivery of the Order

6.1. We shall pack the Order safely for road and air transport and take photos of the packaging of the Goods as well as the content of the packages before each delivery. All packages containing Goods with lithium-ion batteries are labelled according to UN3481 with a lithium ion battery label and shipper’s confirmation letter.

6.2. The applicable terms for delivery depend on which delivery method you specified according to section 3.1(b):

(a) If you chose to collect the Order from our location, the Order shall be delivered under EXW (Põhjaringi 2, Vahi alevik, Tartu vald, Tartu maakond, 60534, Estonia) Incoterms® 2010;

(b) If you chose that the Order would be shipped to Your Location, the Order shall be delivered under DAP (Your Location) Incoterms® 2010.

6.3. If the Order is to be shipped to Your Location, depending on the delivery address, the estimated time for delivery is:

Inside the European Union

(a) 1-2 business days (express delivery);

(b) 5-7 business days (economy delivery);

Outside the European Union

(d) [5]-[8] business days (economy delivery);

6.4. You hereby agree and understand that estimated times for delivery in section 6.3 are only indicative and we are not liable if the Order is delivered later.

7. Receiving the Order

7.1. When receiving the Order you must immediately examine the condition of the packages in the presence of the person giving the Goods over to you – either the courier (DAP) or our employee (EXW) (hereinafter together: Courier).

7.2. If there are any visible damages or defects on the packaging you must:

(a) take photos of the packaging so that the damages or defects are clearly visible from the photographs; and

(b) notify the Courier of the damages or defects; and

7.3. The Courier must confirm that the packages have been damaged or defected in the instrument of delivery and receipt.

7.4. You must not accept the Order if:

(a) the Courier is not able to provide you an instrument of delivery and receipt; or

(b) the Courier does not confirm that the packages have been damaged or defected.

7.5. In 7 calendar days after receiving the Order you shall examine whether the Order is complete and check that you received all Goods that were listed in the Order.

8. Quality of the Goods

8.1. You acknowledge and understand that if Goods are not labelled as “brand new” on the Reseller Portal the Goods are used second-hand products.

8.2. The condition and quality of the Goods is described in the Reseller Portal via a grading system. Further details regarding the grading system and the condition and quality of specific Goods can be found in the Reseller Portal website.

8.3 All Laptops have batteries that have been tested and have minimum of 60% capacity left

9. Warranty

9.1. We provide a Return to Base warranty to all Goods sold to you (hereinafter: Warranty). The Warranty gives you the right to demand replacement of the Goods if the Goods are not in the condition described in the Reseller Portal.

9.2. The warranty period is 90 days, and it starts from receiving the Order (i.e. signing of the instrument of delivery and receipt).

9.3. The Warranty does not apply if:

(a) any of the conditions prescribed in the Terms and Conditions are not followed by you, including conditions prescribed in this chapter;

(b) the Goods have defects which occurred during the delivery of the Goods back to our location (as described in section 9.7(c))(in case of DAP);

(c) the defects have been caused by any action or omission you are liable for, including but not limited the following cases:

i. defects were caused by your accidental or wilful damaging of the Goods;

ii. defects were caused because the user manuals of the Goods were not followed;

iii. you impaired, changed or removed serial numbers or other similar markings on the Goods.

9.4. In order to invoke the Warranty, you must issue a Warranty claim (hereinafter: Claim).

9.5. To submit a Claim, you need to fill out our RMA form (which can be downloaded here RMA Form). The RMA form must be filled out in English and the defects of the Goods should be described as clearly as possible. The RMA form along with the photos taken of the defective packaging or Goods must be sent via e-mail to returns@foxway.com.

9.6. Once we have received the RMA form we will verify whether the Warranty for the concerned Goods is applicable. If that is the case, we will provide you an RMA case number.

9.7. After you have received an RMA case number you shall:

(a) package the defective Goods along with all accessories and retail packages safely for road and air transport;

(b) mark the RMA number on the package and clearly label the package for the attention of the Foxway OÜ Returns Department;

9.8. We will test the defective Goods within 7 business days as of receiving them. In case of unusually large volumes of refunded goods or in case Goods have not been returned according to instructions of the Terms and Conditions, we have the right to reasonably prolong our deadline for testing defective Goods. After we have tested the defective Goods we will determine whether your Claim is to be satisfied, whereafter:

(a) your Claim shall not be satisfied if the Goods do not have the defects described by you or the Warranty is not applicable (as stated in section 9.3). In that case the Goods will be returned according to section 9.10;

(b) if your Claim is satisfied, we will replace the Goods without charge and deliver them according to section 9.10. If replacement is not possible we will notify you and consider the Fee paid for the defective Goods as prepayment for future Orders. If so requested, all excess Fees will be returned to the bank account from which the invoice was paid within 3 business days.

(c) if we have not made a decision within 7 business days, you are entitled to a refund of the Fee which was paid for the defective Goods. We will return it to Your Bank Account within 3 business days as of receiving the relevant request by you.

9.9. If the Goods are not received by us within 21 calendar days after sending you the RMA case number, we reserve the right not to accept the Goods if the Warranty period has expired by the time the Goods reach us.

9.10. The returned Goods will be delivered as follows:

(a) if you wish to collect the Goods from our location you must send us the corresponding notice 2 business days in advance to returns@foxway.com and the delivery will be executed according to section 6.2(a).

(b) if you wish that the Goods would be returned to Your Location, the Goods will be delivered along with your next order or within 30 days according to section 6.2(b).

9.11. We only provide the warranty described in these Terms and Conditions and do not mediate any warranty issued by manufacturers and/or retailers of any Goods sold in the Reseller Portal. If such additional warranties do apply to Goods then you must turn to the relevant third party producer or retailer to use any legal remedies deriving from such a warranty.

9.12. If the Goods sold to you are regarded as waste according to § 2(1) of Estonian Waste Act, a sales warranty of 6 months is provided to such Goods according to § 2620 (3) of Estonian Waste Act.

10. Liability

10.1. Under no circumstances will we be liable to you, your affiliate or any third party for any pure economic loss, lost profits, lost sales or business, business interruption, loss of goodwill or any type of indirect, incidental, special, exemplary, consequential, punitive loss or damages which arises out of our or our director’s, employee’s, agent’s or any of our affiliated company’s actions or omissions.

10.2. Our liability to you, your affiliate or any third party under these Terms and Conditions or in relation to it shall in no event exceed the sum of the Order from or in relation to which our liability arises.

10.3. We are not liable to you or any third party where you resell the Goods in mediums or restrictions where such resale is prohibited. Your ability to sell or otherwise use the Goods under any jurisdiction is not grounds for return of Goods or cancellation of any Order.

10.4. Any company buying Goods from us with the purpose of repairing or refurbishing these Goods hereby confirms that it follows all applicable environmental laws and regulations (including but not limited to the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal) regarding the disposal of Goods, their parts, waste or materials used in refurbishment or repair, test process and all other processes in relation to repairing or refurbishing and that it owns all necessary permits for waste management or uses sub-contractors who own such permits. All sub-contractors, including but not limited to waste management and recycling services, used in relation to repairing or refurbishing Goods must follow all applicable environmental laws and regulations regarding the disposal of Goods, their parts, waste or materials used in refurbishment or repair. Foxway does not allow suppliers or its sub-contractors and downstream vendors to transport hazardous waste, electronic waste, or non-functioning products, parts or components for disposal from an Organization for Economic Co-Operation and Development (OECD) member country or the European Union (EU) member country to a non-OECD/EU country and does not allow disposal of waste, electronic waste, or non-functioning products, parts or components via using landfills or incineration either directly or through intermediaries. Companies that fall under the obligations of this clause shall on request make available to us all information necessary to demonstrate compliance with these obligations and shall allow for and contribute to audits, including inspections, by us or an auditor mandated by us.

10.5. You do not have the right to withdraw from the Order due to any business-related or economic reasons resulting from you, including where your partner or affiliate has cancelled their sub-order or any other similar case; or where you are not allowed to resell the Goods via certain mediums or in jurisdictions applying to you.

10.6. You shall be liable to us, our other customers, transportation service provider or any third party provider for violation of Terms and Conditions, law or best practices.

11. Export Control

11.1. You agree to comply with all applicable laws, regulations, and orders of the United States, the United Nations, the European Union, and the European Free Trade Association, relating to the export, re-export, transfer, or resale of products and the provision of services and related technical data ("Export Laws"). You will not:
a) Make any devices available in any country in violation of Export Laws or other applicable laws, or
b) Make devices available in any country requiring an export license or other governmental approval without first obtaining all necessary licenses or approvals.

11.2. You agree not to sell, export, or re-export, directly or indirectly, any devices supplied under or in connection with this agreement to the Russian Federation or the Republic of Belarus, or for use in these countries, if such devices fall under the scope of Council Regulation (EU) No 833/2014, as amended from time to time, including any restrictive measures imposed under that regulation.

11.3. You must use your best efforts to ensure that no third parties, including resellers further down the commercial chain, violate the terms of this section. You are responsible for establishing and maintaining an adequate monitoring system to detect any activities by third parties, including resellers, that could violate these terms.

11.4. If you encounter any issues in enforcing this section, including any activities by third parties that could potentially lead to violations, you must inform us immediately. You are required to provide information regarding compliance with this section within two weeks of receiving a request from us. Any breach of this section will be considered a material breach of these terms.

12. Governing Law and Dispute Resolution

12.1. The Terms and Conditions and the legal relations deriving from it between the Parties shall be governed by the laws of the Republic of Estonia.

12.2. If any disputes arise out of or relating to the Terms and Conditions, the Parties shall attempt to resolve them through negotiations. If the matter is not resolved by negotiations within 30 days of receipt of written “invitation to negotiate”, the Parties will resolve the dispute in Tartu County Court under the laws of the Republic of Estonia.

13. Warranties Regarding Recycling

13.1. You warrant that where purchasing defective Goods these will be handled according to European Union legislation involving the handing of Electronic Scrap Waste(s) and C.R.T. holding electronic material waste.

13.2. You warrant and acknowledge that Goods shall at the end of their product life cycle be recycled according to the WEEE legislation of the European Union. For that, we recommend using a recycling company certified according to ISO-14001.

13.3. We have the right to audit you to verify your compliance in relation to recycling.

14. Processing of Personal Data

14.1. Information about our rules and practices regarding processing of your personal data can be found in our Privacy Policy