These Terms and Conditions apply where a customer (the Purchaser) places an order for goods and/or services with Xpress Datacom Supplies Limited (the Company). ‘Goods’ mean the goods or services to be supplied upon placement of order. The Contract means the agreement between the Purchase and the Company for the supply of the goods.
These Terms and Conditions will be deemed to have been accepted when we issue written acceptance of the Order or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Conditions apply to all sales of Goods by the Company and prevail over any other terms or conditions that the Purchaser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Unless otherwise agreed in writing by the Company, and are hereby excluded or extinguished.
Interpretation
A "business day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
A payment shall be deemed made when credited to the payee’s bank account and is cleared funds.
A reference to writing or written includes faxes and e-mails
Goods, Specification and Quotation
All quotations by the Company are subject to conditions set out herein.
A quotation by the Company is not an offer and the Company reserves the right to withdraw or modify at any point prior to the Company accepting the Purchasers order, or until the Company commences work on the Contract.
A quotation from the Company supersedes all other previous communication especially the request from the Purchaser.
The description of the Goods is set out in the Company sales documentation and are intended as a guide only, unless expressly changed in the Company quotation. In accepting the quotation the Purchaser acknowledges that it has not relied upon any statement, promise or other representations about the Goods by the Company.
The Company reserves the right to make changes to the specification of the Goods if required by any applicable safety or other statutory or regulatory requirements.
The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Price
a.All prices are exclusive of VAT and any other taxes, duties, carriage or insurance.
b.If the cost of the Goods to the Company increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery. Any increase in the Price under the clause above will only take place after the Company has informed the Purchaser about it.
Cancellation
a.Both the Purchaser and the Company can cancel the order for any reason prior to the Purchasers acceptance (or rejection) of the quotation.
b.The Purchaser may not cancel any Order which has been accepted by the Company in writing. If the Purchaser purports to cancel or terminate this Contract, the Company shall be entitled to full indemnity.
Payment
a.Payment must be made in advance, in full and in cleared funds before the Goods are despatched to you. Payment will only be deemed to be received once we have received cleared funds.
b.If the Purchaser holds a credit account with Xpress Datacom Supplies Ltd then payment of invoices shall be made in full without any deduction or set off within 30 days from the date of invoice or otherwise according to any credit terms agreed between us.
c.If the Purchaser does not pay within the period set out above, the Company will suspend any further deliveries and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time accruing daily, until the Purchaser pays in full.
d.Time for payment will be of the essence of the Contract between the Company and the Purchaser, and all payments for credit accounts shall be made via bank transfers (BACS), no cheques or cash payments would be accepted.
e.Website checkouts will be paid via the specified routes accepted on our website.
All payments must be made in British Pounds unless otherwise agreed in writing.
g.The Company reserves the right to withdraw credit account terms at any point should payment terms not be met, and/or the Company deems the credit worthiness of the Purchaser to have deteriorated. Any changes will always be communicated in writing.
h.Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery
a.The Company will arrange for the delivery of the Goods to the address specified by the Purchaser, and the method of delivery will be at the Company’s discretion.
b.If the Purchaser does not specify a delivery address or if there is a prior agreement, Goods can be collected from a specified location.
c.The Company may deliver Goods in instalments if previously agreed. In such instances each delivery will be deemed as a separate Contract, and Goods will be invoiced and paid for separately. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
d.Goods sent by parcel/post are deemed to have been delivered at point of dispatch, and the risk is passed to the Purchaser at that point.
e.If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage, and insurance; and / or
make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
after 10 business days, resell or otherwise dispose of part or all of the Goods, full order value will be charged to the buyer.
All dates for delivery are approximate only, and the time of delivery is not of the essence. The Company will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Inspection and Acceptance
a.The Purchaser must inspect the Goods upon delivery or collection.
b.If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details. In the absence of such notice, the Goods shall be deemed to comply with the Contract and the Purchaser shall accept them.
c.We will be under no liability or further obligation in relation to the Goods if:
if you fail to provide notice as set above; and/or
you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees or agents or any third parties.
Risk and Title
a.The risk in Goods will pass to the Purchaser upon delivery of Goods, at which time the Purchaser is responsible for their safekeeping and having adequate insurances against damages or loss which may affect the Goods.
b.Title to the Goods will not pass to the Purchaser until the Company has received payment in full (cleared funds) at the agreed price.
c.Until such payment the Purchaser will (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
Termination
a.The Company may terminate all or any of the Contract with the Purchaser if:
The Purchaser commits a material breach of its obligations under these Terms and Conditions.
The Purchaser fails to make payment to the Company under the Contract as they fall due.
The Purchaser becomes or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
The Purchaser enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of Liability
a.The Company’s liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
b.Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
c.If the Company does not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
d.The Company shall not be liable for any shortage in the quantity delivered unless notified in writing by the Purchaser within 7 days of delivery of the Goods. Where liability is accepted by the Company then the Company’s only obligation is to make good such shortage.
e.The Company’s total liability will not, in any circumstances, exceed the total amount of the Price payable by the Purchaser.
The Company will not be liable in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Force Majeure
a.The Company shall not be liable to the Purchaser for any failure to perform its obligations here under by reason of any force majeure circumstances.
b.In this Condition ‘force majeure circumstances shall mean without limitation; any act of God, fire, flood, war, riot, malicious damage, trade dispute, failure of a utility service or transport network, material, equipment or supply difficulties, refusal or delay in granting any necessary license or permit, difficulty in obtaining workmen, any repudiatory event by the Purchaser, or any other circumstances outside of the control of the Company.
Waiver
A waiver of any right under the contract is only effective if it is in writing and shall not be deemed to be a waiver or any subsequent breach of default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Severance
a.If a court or any other competent authority finds any of these Terms and Conditions to be unlawful, invalid or otherwise unenforceable, that provision or part provision shall, to the extent required, be deemed severed from the remainder of these Terms and Conditions. The validity and enforceability of the other provisions of these Terms and Conditions shall not be affected.
Law and jurisdiction
This Contract shall be governed and construed in accordance with English Law. All disputes arising under the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
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