terms & conditions
DEFINITIONS
1. In these conditions the following terms shall have the following meanings:
‘Company’ Xfor Management UK Limited
(Company Reg Number 6709121)
‘Contract’ Any Contract for the supply of Services by the Company to the Customer.
‘Customer’ The Customer of the Company.
‘Services’ Any Services forming the subject of this Contract.
‘Price’ The price as detailed in the quotation.
QUOTATION
2. Quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation.
EXISTENCE OF CONTRACT
3.1. No Contract shall come into existence until the Customer’s order (however given) is accepted by the Company’s written acceptance.
3.2. These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
3.3. In cases where operational security or client confidentiality would be compromised or where written confirmation relating to 3.1 and 3.2 would be operationally prohibitive, special dispensation will be awarded where verbal confirmation of work requirements will qualify as The Contract as long as The Company and The Customer agree to this dispensation.
PRICES
4.1. The Price for the Services excludes VAT and any other taxes or duties which will be charged at the rate or rates applicable at the date of invoice from the Company to the Customer.
4.2. The Company shall have the right to adjust its prices for any increase in the price of materials, labour, transport, changes in work or delivery, schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.
4.3. Price changes shall take effect on the date of service on the Customer of notice of the change.
PAYMENT
5.1. A minimum deposit of the Price is payable upon the signing of the Contract. This minimum deposit is assessed and based on each individual contract and will be included in the Company’s quotation relating to the Contra
5.2. The balance of the Price is payable upon completion of the Services and is to be paid in full within 30 days of the date of the Company’s Invoice for the Price of the Services to the Customer.
5.3. The Company reserves the right to charge interest at a rate of 5% per annum above the base rate of HSBC Bank PLC from time to time in force on invoices not paid by the due date (whether before or after Judgment) and to require reimbursement to the Company by the Customer of all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
PERFORMANCE
6.1. The Company warrants to the Customer that the Services will be supplied using such care and skill as is reasonable in the circumstances, and, as far as reasonably possible, in accordance with the quotation.
6.2. The Services are performed when the Company makes them available to the Customer or any agent of the Customer at the Company’s premises or other place of performance agreed by the Company.
6.3. The Customer will permit the Company to perform the Services or any part of them on the due date.
6.4. Where the Services are to be performed at a location to be nominated by the Customer, the Customer will allow the Company access to the location where performance of the Services will occur and that such access will be permitted prior to the commencement of the Services in order to permit the Company conduct the relevant preparation required to perform the Services.
6.5. The Customer will provide the Company with any instructions or documents required to enable the Services to be performed on the due date.
6.6. The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any performance of or repudiate the Contract.
CLAIMS
7.1. The Company shall have no liability with regard to any claim in respect of allegedly defective Services unless any claim is made in writing to the Company containing full details of the claim within 7 days of performance of the Services.
7.2. The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition.
7.3. The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.
CLAIMS
8.1. Under no circumstances shall the Company have any liability of whatever kind for: –
8.1.1 the suitability of any Services for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;
8.1.2 any substitution by the Customer of any materials not forming part of any specification of the Services agreed in writing by the Company;
8.1.3 any descriptions, illustrations, specifications and drawings submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Services and not to form part of the Contract or be treated as representations;
8.1.4 any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or
8.2. For the avoidance of doubt nothing in this Contract shall confer on any third party any benefit or other right to enforce any term of this Contract.
EXTENT OF LIABILITY
9.1. The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
– for death or personal injury resulting from the Company’s negligence; and
– as expressly stated in these conditions.
9.2. If the Customer establishes that any Services have not been provided or do not comply with their description the Company shall, at its option, re-supply any Services that have not been provided or do not comply with their description, or allow the Customer credit for their invoice value.
9.3. The performance of any replacement services shall be at the Company’s premises or other performance point specified for the original Services.
9.4. Where the Company is liable in accordance with this condition in respect of only some or part of the Services the Contract shall remain in full force and
effect in respect of the other or other parts of the Services and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Services.
9.5. The Company will not be liable to the Customer for any losses, damage, costs, expenses or other claims for compensation occurring from any instructions supplied by the Customer which are wrong, incomplete, inexact, indecipherable, out of sequence or in an incorrect form, or occurring from their failure to arrive or late arrival, or any other fault of the Customer.
9.6. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Services.
GENERAL
10.1. The Company may sub-contract the performance of this Contract in whole or in part.
10.2. The Customer shall not assign, transfer, sub-contract or in any other manner make over to any third party any benefit or burden under the Contract without the prior written consent of the Company.
10.3. The Company may at its discretion suspend or terminate the supply of any Services if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
10.4. The Company shall have a lien on all the Customer’s property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days notice in writing to the Customer. On accounting to the Customer, for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal of the Company shall be discharged of any liability in respect of the Customer’s property.
10.5. If the Services are provided in accordance with any design or specification provided or made by the Customer, the Customer warrants that its design or specification and any materials provided by the Customer are not:-
a) in breach of any, regulation, code of practice or acceptable use policy; or,
b) in breach of confidence, copyright or other intellectual property rights, privacy or any other right of any third party and the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including, but not limited to, any claim, whether actual or alleged that the design or specification infringes the rights of any third party.
10.6. Except for any of the following which is expressly agreed to be included within the Services all patterns materials drawings specifications and other data provided by the Company shall remain its property and all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of the Company.
CONFIDENTIALITY
11. The Customer shall not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company’s affairs or business or method of carrying on business.
CANCELLATION
12. If written notice of cancellation is received not later than 2 days before the expected date of performance, the Company reserves the right to require the Customer to pay the Company for work carried out by the Company in part performance of the order for Services and for any goods ordered by the Company from its suppliers in relation to the order for Services.
FORCE MAJEURE
13. The Company shall not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside its control.
LAW AND JURISDICTION
14. The Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts of any other country.
NOTICES
15.1. Any notice given under this Contract shall be in writing and may be served.
(i) personall ,
(ii) by registered or recorded delivery mail,
15.2. Each party’s address for the service of notices shall be the address set out in the confirmation of order.
15.3. The notice shall be deemed to have been served :
(i) if it was served in person at the time of service,
(ii) if it was served by post, 48 hours after it was posted.
