1 In these conditions unless the context otherwise permits:
The Company: means Xbridge Services Limited
The Customer: means the person, firm or company (as appropriate) who accepts a quotation from the Company for the sale of the Goods or whose order for the sale of the Goods is accepted by the Company.
The Goods: shall refer to the goods (including any instalments of the goods or any part for them), which the Company is to supply in accordance with these conditions.
The Conditions: shall refer to the standards and conditions of sale set out in this document and (unless the context otherwise requires), includes any special terms and conditions agreed in writing between the Company and the Customer.The Contract: shall refer to the contract for the purchase and the sale of the Goods.Writing: shall include facsimile transmissions.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE:
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any quotations of the Company set out in a purchase order provided by the Company or any order of the Customer which is accepted by the Company subject in either case to these conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
2.2 No variation to these conditions shall be binding unless agreed in Writing betweenthe authorised representatives of the Company and the Customer.
2.3 The Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach for any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customers own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of the order.
3.2 The quantity, quality and description of the Goods shall be those given in the Company's quotation set out in a purchase order provided by the Company (if accepted by the Customer) or the Customers order (if accepted by the Company).
3.3 The Company reserves the right to make any changes in the specifications of the Goods which do not materially affect the quality or performance of the Goods.
3.4 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company on terms that the Customer shall indemnify the Company in full against all loss (including loss of profits), costs, damages, charges, and expenses incurred by the Company as a result of cancellation.
4. PRICE OF THE GOODS
4.1 The price of the Goods or for any services provided by the Company shall be the Company's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the order.
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulations, alteration of duties, significant increase in the price charged to the Company by its supplier for the Goods or any change in delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by the instructions of the Customer or failure of the customer to give the Company adequate information or instruction).
4.3 Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the costs of normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
4.4 The price is exclusive of any applicable Value Added Tax which the Customer will be additionally liable to pay to the Company.
5. TERMS OF PAYMENT
5.1 Payment in full shall be made within 30 days of the date of the Company’s invoice.
5.2 The time of payment of the price shall be the essence of the Contract. If the Customer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to :-
a. Cancel the Contract or suspend any further deliveries or suspend any services to the Customer.
b. Appropriate any payment made by the Customer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Customer).
5.3 All sums due from the Customer to the Company which are not paid on the due date (without prejudice to the rights of the Company under these conditions) shall bear compound interest at the rate of 4% above the base rate of Barclays Bank plc from time to time.
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Company to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the Company in Writing within 7 days of the date of the Company's invoice therefore that the Goods have not been delivered then delivery shall be deemed to have taken place on the date of the Company's invoice.
6.2 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused.Time for delivery shall not be the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4 Any damages incurred in transit or any quantity discrepancy must be notified in writing by the Customer on the day of the receipt of the Goods.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of Goods shall pass to the customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk of the Goods or any other provisions of these Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold or services agreed to be provided by the Company to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate to those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including the insurance proceeds and shall keep all such proceeds separate from any monies or property of the Customer and third parties and in the case of the tangible proceeds properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the customer or any third party where the Goods are stored and repossess the Goods.
8. WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Company sells the Goods with the benefit of the manufacturer's warranty.
8.2 The above warranty is given by the Company subject to the following conditions, whereby the Company will accept liability for the defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer's warranty and obtain from the manufacturer a refund, credit, repair or replacement in respect of the defective Goods.
8.3 The Customer shall be responsible for the cost of carriage and insurances in respect of all Goods returned by the Customer to the Company for repair or replacement.
8.4 The Company will not accept returned Goods for repair or replacement unless such a return has been agreed in advance by it and the Goods are received in stock condition, original packaging and clearly marked with the [product/purchase order] number issued by the Company at the time of the intent to return the Goods is notified to it together with a full description of any alleged defect.
8.5 Any dead on arrival (DOA) products will be dealt with in accordance with the Company’s Equipment Returns Procedure (Customer Release) current from time to time, a copy of which is available upon request to the Company.
8.6 The Company reserves the right to levy a surcharge per item in the event of returned goods being found to be in working order in accordance with the specifications of the order.
8.7 All orders must be confirmed in writing by the Customer, or the Customer must sign the Companies order which will be faxed through to the Customer. It is the Customer's responsibility to ensure that the order is correct. Any items which the Customer has wrongly ordered may be returned for Credit. The Company must be notified within 5 days of receipt of the goods, and the goods must be returned within 10 days from receipt.WRONG ORDERS
8.8 The following charges will apply for wrong orders:-Restocking fee 15% of Sales value.
8.9 Credits given will be given at the current price list or invoiced price, which ever is lower at the date of receipt by the Company.
9 LIABILITY
9.1 Save as set out in these conditions the Company does not accept any liability for any loss or damage howsoever caused (other than personal injury (including death) caused by the negligent or wilful act or omission of the Company or any agent or servant of the Company) resulting from the use of any goods sold by it (including the Goods) for damage, loss of profit, data loss, or loss of any other kind whatsoever. Under no circumstances shall the liability of the Company exceed the price of the Goods.
9.2 If the Company provides any services to the Customer (whether or not in connection with the supply of the Goods) then the Company shall exercise all reasonable skill and care in the provision of such services PROVIDED HOWEVER THAT:-
9.2.1 except in the case of personal injury (including death) caused by the negligent or wilful act or omission of the Company or any agent or servant of the Company, the aggregate liability of the Company in respect of such breach of duty of care or other obligation in respect of such provision of such services shall not exceed the sum of £250, and
9.2.2 under no circumstances shall the Company be liable to the Customer for any claims for indirect or consequential losses whether arising from negligence or otherwise.
10. CONFIDENTIALITY
10.1 Each party shall treat as confidential all information obtained from the other which is of a confidential and commercially sensitive nature.
11. JURISDICTION AND APPLICABLE LAW
11.1 These conditions shall be governed by the law of England and Wales.
11.2 Any claim arising in connection with these conditions shall be brought in a court of England and Wales.