1. DEFINITIONS AND EFFECT OF CONDITIONS
(a) The company means XTRANET-ITSOLUTIONS and its subsidiaries or any servants of the said named companies.
(b) These Conditions shall apply to and be incorporated into every agreement between XTRANET-ITSOLUTIONS and any person, firm or company (“the customer”) under which the company supplies goods or services at the request of the customer.
(c) These conditions shall supersede all earlier conditions of the company.
(d) These conditions shall take precedence over any conditions of the customer and shall not be varied without the written consent of a Director of the company.
(e) References to “goods” include the supply of any services to be supplied by the Company to the Customer.
(f) “Agreement” means the agreement between the Company and the Customer for the sale of goods and/or the supply of services.
2. PAYMENT
(a) The price is payable either on demand but in any case must not be paid later than 15 days from date of invoice unless otherwise arranged in writing.
(b) The company reserve the right to suspend deliveries/services where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative items of payment agreed in writing.
(c) Where payment is not made in accordance with the terms of paragraph 2(a) hereof the customer shall pay interest/compensation on any unpaid amounts calculated at 3.5% above Lloyds TSB Bank Plc’s base rate for the time being in force calculated
on a daily basis or £10 weekly whichever is the greater. This includes charges incurred by Xtranet-ITSolutions as a result of late payment by the customer.” We understand and will exercise our statutory right to claim Interest and Compensation for debt
recovery costs under the late payment legislation if we are not paid under the agreed terms”.
(d) No cash or other discount is allowed unless agreed in writing.
(e) If the company is able to deliver some items/services comprising the goods the subject of an agreement but unable to deliver all such items due to cause beyond its control (including but not limited to the examples referred to in Condition 4 hereof) the
customer shall pay for such items/services as are delivered.
(F)Having purchased goods and services from Xtranet, non-payment situations the customer agrees to allow Xtranet or their representative entry to the property/location to retrieve the relevant goods Unimpeded Payment will not be withheld because of plant or machinery, strike or industrial, dispute, shortage of materials or failure of or delay in receiving supplies, act of pandemic,war or governmental actions (whether declared or not). Act of God or any law regulation of any.
3. DELIVERY AND RETURN OF GOODS
Please note that special terms apply to Consumers who wish to return goods, which prevail over the provisions of this Clause 3. Customers who are Consumers are referred to Clause 15.
(a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence.
(b) Delivery of the goods to the customer’s address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the customer.
(c) The company shall be entitled to make partial deliveries by instalments and these conditions shall apply to each partial delivery.
(d) The customer shall not return any goods or cancel orders without the company’s previous written consent. Such consent will not be given where goods have been specially purchased by the company to meet the customer’s requirements. If the
company in its discretion gives consent, it reserves the right to make a cancellation charge 25% (or such higher percentage as may be notified to the customer before when such consent is given by the company) of the contract price of the goods
concerned plus VAT
4. FRUSTRATION etc. (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond
the company’s control (including without limitation breakdown of plant or machinery, strike or industrial, dispute, shortage of materials or failure of or delay in receiving supplies, act of pandemic,war or governmental actions (whether declared or not). Act of God or any law regulation of any
government or any local or municipal authority.
5. PRICE
(a) Unless otherwise stated any prices quoted by the company are
(1) Exclusive of carriage, packing and insurance. (Back orders will incur additional carriage charges).
(2) Exclusive of any release certificates and the company shall charge extra in respect of the above items.
(b) Prices quoted are those current at the time of quotation and the price payable by the Customer shall be that which is current at the time of delivery to the Customer.
(c) Where agreed call off’s are not adhered to by the Buyer, the company reserves the right to amend the price structure in accordance with the quantities delivered.
6. TELEPHONED AND WEBSITE ORDERS
The customer agrees to send to the company a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by the company otherwise the company cannot accept liability for any duplication of delivery that
may occur.
(a) Even though the goods/services may have been delivered and the customer may be responsible for any loss or destruction of or damage to the goods and not withstanding any other provision of these Conditions, the legal and beneficial ownership of
the goods will remain with the company until the company has received payment in full of :-
(i) All sums payable to the Company in relation to the agreement, and
(ii) All other sums due from the customer to the Company when, the sums referred to in (i) are paid, in respect of the supply of any other goods or services.
(b) Until the customer becomes the owner of the goods in accordance with 7(a) the customer shall:-
(i) hold the goods as fiduciary agent and bailee for the company who may, at any time and without prior notice, require the customer to deliver up the goods to the company (whether or not they form part of or are affixed to any other item) and, if it fails to
do so immediately enter the premises where the goods may be situated with its representatives and appropriate transport and repossess the goods;
(ii) not, except in accordance with condition 7(c), sell, part with possession of, use or do anything else inconsistent with the company’s ownership of any the goods and will ensure that they are not affixed to any land or building, are kept separate from any
other item, properly stored and protected and clearly identified as the Company’s property, and are insured to their full replacement value against all normal comprehensive risks.
(c) Until ownership of the goods passes to the customer provided that it complies with the agreement the customer may sell the goods in the ordinary course of its full market value.
D) The company reserves the right to facilitate other fraud checks where the proposed purchase may seem suspicious or of high value goods if made by a credit/debit card over the telephone or via the website.
E) The company reserves the right to refuse delivery to a different addresses other than where the paying card is registered.
F) The Company if requested to deliver to an alternate address other than the registered address of the paying card details reserves the right to hold the goods until payment has been received at the bank or (E), this process takes approximately 5 days.
7. TITLE OF GOODS
(a) Even though the goods/services may have been delivered and the customer may be responsible for any loss or destruction of or damage to the goods and not withstanding any other provision of these Conditions, the legal and beneficial ownership of
the goods will remain with the company until the company has received payment in full of :-
(i) All sums payable to the Company in relation to the agreement, and
(ii) All other sums due from the customer to the Company when, the sums referred to in (i) are paid, in respect of the supply of any other goods or services.
(b) Until the customer becomes the owner of the goods in accordance with 7(a) the customer shall:-
(i) hold the goods as fiduciary agent and bailee for the company who may, at any time and without prior notice, require the customer to deliver up the goods to the company (whether or not they form part of or are affixed to any other item) and, if it fails to
do so immediately enter the premises where the goods may be situated with its representatives and appropriate transport and repossess the goods;
(ii) not, except in accordance with condition 7(c), sell, part with possession of, use or do anything else inconsistent with the company’s ownership of any the goods and will ensure that they are not affixed to any land or building, are kept separate from any
other item, properly stored and protected and clearly identified as the Company’s property, and are insured to their full replacement value against all normal comprehensive risks.
(c) Until ownership of the goods passes to the customer provided that it complies with the agreement the customer may sell the goods in the ordinary course of its full market value.
(d) After the company has repossessed any goods it may sell them and the proceeds of sale will belong to the company absolutely and the customer will have no right or interest in those proceeds. If the net proceeds received by the company are less
than the amount payable to it in relation to the agreement it may recover the balance from the customer.
(e) The customer will become responsible for any loss or destruction of or damage to any goods on their delivery
(f) All insurance proceeds receivable by the customer in respect of the goods shall be held in trust by the customer for the company in a separate account and first be applied in or towards discharging any sums payable under the agreement.
(g) Even if ownership of the goods has not passed to the customer the company may recover all sums payable to it in relation to the agreement.
(H) All custom designs/software and developments of software/hardware systems remain the property of Xtranet-ITsolutions unless otherwise passed on to the customer or other manufacturers patents/claims override this agreement. The customer
agrees not to divulge information or duplicate/install the said software unless given explicit permission by Xtranet-ITsolutions or the appropriate licenses have been purchased.
8. JURISDICTIONS
The agreement shall be governed by any construed in accordance with English Law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.
Acceptance
It is deemed that in the absence of any communication or discussion concerning the above Terms and Conditions the customer has agreed and accepted the said Terms and Conditions.
13. Copyright, Patents, Trademarks and Intellectual
a) The customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the customer.
b) The customer agrees to indemnify the company against all liabilities, costs and expenses which the company may incur as a result of work done in accordance with the customer’s specifications which involve infringement of any patent or other
proprietary right.
14. Warranties
Manufacturers’ warranties/guarantees apply to all products sold to the customer by Xtranet-ITSolutions unless agreed by us or prior arrangements have been made.
Xtranet-ITsolutions or it subsidiaries accept no responsibility for faulty goods delivered to the customer unless agreed by us. This does not affect your statutory rights.
Support for products/services purchased from Xtranet-ITsolutions and its subsidiaries should be sourced from the manufacturers individual support channels.
15. The Consumer Protection (Distance Selling) Regulations 2000
(a) Contracts for the purchase of goods by a Customer not acting in the course of a business and made over the telephone or through the Xtranet-ITSolutions ltd website, or by mail order, are, with the exception of certain excepted contracts, subject to
The Consumer Protection (Distance Selling) Regulations 2000 (‘the Regulations’).
(b) If the Regulations apply, Customers may cancel goods purchased from Xtranet-ITSolutions ltd by contacting Xtranet-ITSolutions ltd by e-mail to sales@Xtranet-ITSolutions.com .The notice of cancellation must be delivered within 7 working days.
(c) The Customer will be responsible for the cost of returning the goods if he or she exercises this right of cancellation under the Regulations. If the Customer does not actually return the goods to Xtranet-ITSolutions ltd, the Customer is under a duty to
make the goods available for collection at the Customer’s expense from the address to which they were delivered.
(d) The Customer is under a duty to retain possession of the goods whilst awaiting return to Xtranet-ITSolutions ltd and to take reasonable care of them during this period. The Customer will be liable for any loss of or damage to the goods if he or she fails
to comply with this obligation.
(e) This statutory right applies to all of our products except for digital items where the item has been downloaded. We also regret that we cannot accept cancellations of contracts for the purchase of software products where the product box has been
opened.
(f) Subject to the right of Consumers to return goods for refund under The Consumer Protection (Distance Selling) Regulations 2000, Xtranet-ITSolutions ltd does not sell products on a trial basis. Customers are strongly advised to check suitability and
specifications of products before ordering.
(g) No contract shall be cancelled once accepted by Xtranet-ITSolutions ltd nor shall any Goods which are delivered in accordance with the contract be returned without prior written approval of Xtranet-ITSolutions ltd and on terms to be determined at the
absolute discretion of Xtranet-ITSolutions ltd.
(h) A Goods Returns Authorisation Number must be obtained from Xtranet-ITSolutions ltd for each and every return so that we are able to administratively process your return; otherwise we have no means of identifying the Goods being returned. This
may result in difficulties in returning monies. The Returns Authorisation Number must be clearly shown on each parcel returned, and must be in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and
documentation. Software packages must be returned unopened with the software seals in tact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
(i) Xtranet-ITSolutions ltd cannot accept liability for packages damaged during transit. It is the Customer’s responsibility to wrap the product adequately to prevent damage.
(j) Proof of postage is not proof of delivery and you are therefore strongly advised to send your package by recorded deliver y, registered post or courier and to insure the goods for their full value.
(k) On receipt of the returned product, if following the testing process, the product is found to be in good working order without defect, we will return the product to you, and the carriage costs of this return will be your responsibility.
(l) No software on which seals have been broken can be returned for credit. If any software discs are faulty, the manufacturer will replac e them. If you are a consumer this does not affect your statutory rights. Please note Software Licences are non
returnable unless the software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
(m) No products can be returned for credit if the original manufacturer’s seals or containers have been opened unless they are found to be faulty or damaged in which case you must notify us within 7 days of delivery or without prior permission from
Xtranet-ITSolutions ltd otherwise the return will be sent back to the delivery address at the customer’s expense.
(n) Where products are special orders, returns for credit will be subject to a re-stocking fee of 25% of the total cost of the product.
16. Contractual Service Agreement and Contract updates
Loss
a)The company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the company’s control (including without limitation breakdown of plant or machinery, strike or industrial, dispute, shortage of materials or failure of or delay in receiving supplies, act of pandemic, war or governmental actions (whether declared or not). Act of God or any law regulation of any government or any local or municipal authority. Normal contractual fees will apply under these circumstances the customer will not be withholding of these fees. It is the customers responsibility to guard/insure against loss due to exceptional circumstances.
b) In the absence of a signed retained or auto renewed service hard copy contract it is deemed by “continuing or doing or engaging in business services” with Xtranet-ITSolutions ltd you will agree the standard maintenance contractual service agreement, terms and conditions of supply and termination will apply. Available on request or download the standard terms of supply Contract here ServiceSupplyContract.pdf
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