Trading Terms & Conditions
Terms & Conditions
Focus Technology Solutions Limited
1. Definitions
1.1 “Buyer” means the organisation or person who buys or agrees to buy the Goods from the Seller;
1.2 “Customer PO Refer” means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2;
1.3 “Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods and/or subscription-based or contracted Services, incorporating these Terms and Conditions.
1.4 “Delivery Date” means the date specified by the Seller when the goods are to be delivered;
1.5 “Product” means the articles that the Buyer agrees to buy from the Seller;
1.6 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.7 “Price” means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage, freight, postage or insurance costs;
1.8 “Seller” means Focus Technology Solutions Limited of 3A, Maple Court, White Moss Business Park, Skelmersdale WN8 9TW;
1.9 “Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.10 It is expressly understood that neither the Buyer nor the Seller are consumers, as defined by the Unfair Contract Terms Act 1977;
1.11 Any reference to a statutory provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. Conditions
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions that the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and shall only be accepted by means of the Seller’s standard acknowledgement form.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. Price and Payment
3.1 The Price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any analogous sales tax, carriage, freight, postage or insurance costs.
3.2 Payment of the Price and VAT and any other applicable costs shall be due in accordance with the “Payment Terms” section of the agreed proposal.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4.00% per annum above the base rate of National Westminster Bank PLC from time to time in force.
3.4 Where subscription-based or contracted services (including but not limited to Microsoft 365 licensing, broadband, leased lines, cloud services, and backup solutions) are provided by the Seller and rely on third-party vendors, the Buyer acknowledges that the Seller reserves the right to pass on price increases imposed by those vendors. These increases may be applied at the Seller’s discretion and will reflect adjustments made by the relevant vendor. The Seller will endeavour to provide reasonable notice of any such changes.
4. Term & Renewal for Subscription-Based or Contracted Services
4.1 Where the Products or Services provided by the Seller are offered on a subscription, licence, or contracted basis (including but not limited to cloud services, telecoms, backup, or licensing), the initial term and associated payment commitment shall be as outlined in the Seller’s accepted Sales Proposal or Quote.
4.2 Unless otherwise stated, such services shall automatically renew for successive periods equal to the original term unless the Buyer provides not less than 90 days’ written notice prior to the renewal date.
4.3 The Buyer acknowledges that the Seller may have aligned third-party agreements in place which auto-renew and are subject to minimum terms. Where the Buyer terminates early or fails to give adequate notice, the Seller reserves the right to invoice for any outstanding term or associated supplier exit fees plus 5%.
4.4 Where the Buyer terminates or migrates away from a subscription-based or contracted Service prior to expiry of its committed term, the Seller shall not be obliged to release, port, or otherwise assist with the migration of that Service, including but not limited to telephone numbers, circuit MAC codes, or IP allocations, until all sums due for the remainder of the committed term, together with any supplier exit fees under Clause 4.3, have been paid in full.
4.5 It is the Buyer’s responsibility to ensure they are aware of the applicable initial term and notice period, as detailed in the accepted Sales Proposal or Quote.
4.6 The subscription period for any contracted or subscription-based Service shall commence on the date the Service is made live or otherwise provisioned to the Buyer.
5. The Goods
5.1 The quantity and description of the Goods shall be as set out in the Buyer’s Purchase Order or agreed proposal.
5.2 The Goods shall be required only to conform to the specification in the Buyer’s Purchase Order. Photographs are for illustrative purposes only and may not exactly match the product itself.
6. Delivery of the Goods
6.1 Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyer’s Purchase Order on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Delivery Date specified by the Seller is an estimate only. Time for delivery shall not be of the essence.
6.3 If the Seller is unable to deliver for reasons beyond its control, it may place the Goods in storage until delivery can be effected, and the Buyer shall be liable for any associated costs.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. Notification must be made within 24 hours of delivery.
6.5 Risk shall pass on delivery of the Goods to the Buyer.
7. Title
7.1 The Seller warrants that it has good title to the Goods.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
8. Guarantee
8.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair or replace defective Goods free of charge, subject to the following conditions:
8.1.1 The Buyer notifies the Seller of the defect within 5 days of becoming apparent.
8.1.2 Such notice is served within 90 days of delivery.
8.1.3 The defect is due to faulty design, materials, or workmanship of the Seller.
8.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense.
8.3 Where the Goods have been supplied by a third party, any warranty granted to the Seller shall be passed on to the Buyer.
8.4 Subject to Clauses 6 and 8, the Seller shall not be liable for any loss (including profit), costs, or damages incurred by the Buyer.
8.5 All other warranties or implied terms are excluded.
9. Limitation of Liability
9.1 In the event of any breach by the Seller, the Buyer’s remedy shall be limited to damages not exceeding the Price of the Goods.
9.2 Nothing in these Terms limits the Seller’s liability for death or personal injury caused by its negligence.
9.3 Nothing limits the Seller’s liability for breach of title or statutory warranty under the Sale of Goods Act 1979.
10. Force Majeure
Neither party shall be liable for any delay or failure to perform obligations if caused by circumstances beyond reasonable control, including acts of God, strikes, war, fire, or shortage of materials. A reasonable extension shall be granted.
11. Severance
If any term is held invalid or unenforceable, it shall be severed and the remainder shall continue in full force and effect.
12. Assignment
12.1 The Seller may assign, novate, or transfer its rights and obligations under this Contract to a successor entity, including in connection with a sale, merger, or reorganisation of its business, without requiring the Buyer’s prior consent, provided the successor undertakes to perform the Seller’s obligations under this Contract.
13. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.