XPO IT SERVICES LIMITED
GENERAL TERMS AND CONDITIONS OF SALE
The following are the terms and conditions under which XPO IT Services Limited sells its products. No modifications or variations thereof shall be effective unless made in writing by XPO IT Services Limited.
Verbal Orders will be accepted by XPO IT Services Limited, however XPO IT Services Limited will not be liable for any loss resulting in any difference arising between the products delivered by XPO IT Services Limited and those ordered verbally by the buyer, unless a written confirmation of that verbal order is received by XPO IT Services Limited prior to delivery. Such written confirmation must be clearly marked “communication only”. Any duplication of orders which takes place as a result of not stating “Confirmation only” will incur a cancellation charge. No accepted orders may be cancelled or rescheduled except with the express written consent of Expo Distribution Limited.
All prices are quoted exclusive of all taxes and transportation charges unless otherwise agreed by both parties. Value Added Tax shall be shown separately on the invoice to the buyer. If the buyer amends the quantity or delivery date from that specified in the order, XPO IT Services Limited reserves the right to increase prices to reflect such variations. XPO IT Services Limited reserves the right to amend accidental errors or omissions.
XPO IT Services Limited will use reasonable endeavours to meet any estimated delivery date but will not be liable for any loss or damages resulting from any delivery whatsoever caused. The risk of loss or damage to the products during transportation from whatever cause shall be borne by the buyer. Any loss or damage in transit should however be notified to XPO IT Services Limited in writing within three (3) days of receipt and the product held for inspection. Products shall be deemed accepted three (3) days after delivery. Before returning products, the buyer must notify XPO IT Services Limited of rejection and reasons therefore within such period. Goods returned without prior notification and consent of XPO IT Services Limited will be liable to a 10% handling charge. XPO IT Services Limited reserves the right to dispatch and invoice all or any of the items ordered by the buyer as soon as they are available and the buyer shall honour all invoices presented in respect of such deliveries in accordance with the settlement terms.
4. Terms of payment
Payment terms are cleared payment prior to delivery, unless otherwise stated. All sales are subject to the prior approval of XPO IT Services Limited’s Credit Department. The buyer shall be in default of payment without reminder. In the event of non payment, XPO IT Services Limited reserves the right to alter terms of payment, suspend credit and delay shipment or pursue any remedies available at law or under this agreement. The acceptance by XPO IT Services Limited of any payment after the specified due date will not constitute a waiver or the buyers obligations to make future payments on the specified dates.
5. Retention of title
Title in the products is rested with XPO IT Services Limited until XPO IT Services Limited has received the purchase price in full as well as any other payments due to XPO IT Services Limited from the buyer. So long as the property in the products remains in XPO IT Services Limited the buyer must keep the products free from any change lien or encumbrance and mark the products conspicuously as being the property of XPO IT Services Limited and ensure that such marking is not removed or obliterated and if the buyer is in default in any obligation hereunder or is insolvent or has a Receiver appointed over all or any of the assets XPO IT Services Limited shall have the right (with or without prior notice to the buyer) to retake possession of the goods (and for that purpose to go onto any premises occupied by the buyer and sever the goods from anything they are attached to without being responsible for any damage caused) (and shall have the right and power to sell the goods without prejudice to such other rights as the buyer may have). Such repossession shall not constitute a rescission or termination of the contract between XPO IT Services Limited and the buyer unless XPO IT Services Limited expressly elects to do so.
If the buyer cancels all or part of the order XPO IT Services Limited reserves the right to make a cancellation charge not exceeding 50% of the order value.
All warranties of whatever nature whether express implied statutory or otherwise are excluded from this contract. However, XPO IT Services Limited will use reasonable endeavours to repair, replace or refund at itsoption any component which proves electrically defective and it is returned to XPO IT Services Limited within 6 months of purchase subject to XPO IT Services Limited obtaining refunds or replacements from its own suppliers.
8. Limitation of liability
XPO IT Services Limited will not be liable for any damage, loss of whatever nature whether direct or consequential arising out of or in connection with any goods supplied or resulting from the use of failure thereof.
9. Force majeure
Without prejudice to its legal rights in respect of any breach of contract by the buyer XPO IT Services Limited reserves the right to suspend deliveries or cancel or rescind any contract without liability on its part for any loss or damage resulting from such suspension or cancellation in the event of any breach of the buyers obligations hereunder or in the event of XPO IT Services Limited being prevented wholly from fulfilling its obligations hereunder by reason of any act of God, act of War, hostilities or any act of insurgency; act of Government, storm, fire, flood, strikes or lockouts, inevitable accident or other unforeseen circumstances beyond the control of XPO IT Services Limited.
All rights and remedies whether conferred hereunder, or by any other instrument of law will be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any term will not be deemed a waiver of future enforcement of that or any other term. These terms and conditions supersede all previous understandings (written or oral) between the parties regarding subject matter hereof. The invalidity of any one or more of the provisions of these terms and conditions of sale shall not affect the viability of the remaining provisions.
11. Legal Construction
This contract shall be governed by and interpreted in accordance with English Law and shall predominate in so far as consistent with any conditions of the purchase.