Use of Information
XG Group owns all copyright and intellectual property rights for the content on this website. The information provided on our website, including text, images, and downloadable materials, is intended for the use of XG Group customers only. These materials should not be downloaded or republished for marketing purposes without prior authorisation.
Terms and Conditions
Xtreme Graphics Ltd, trading as XG Group, is a UK-based company specialising in large format digital printing and graphic production. These Terms and Conditions (“Conditions”) apply to all sales of goods and services by XG Group to all customers. By placing an order with XG Group, you (“the Customer”) agree to the following terms:
Definitions
For the purposes of these Conditions, the following terms have the meanings given below:
- “Company” / “XG Group” / “we” / “us” / “our”: refers to Xtreme Graphics Ltd (trading as XG Group).
- “Customer” / “you” / “your”: the person, firm, or company purchasing or ordering goods or services from the Company.
- “Goods”: any products, materials, or services that the Company agrees to supply to the Customer under a contract.
- “Order”: a request by the Customer to purchase Goods from the Company, whether made in writing, by email, via the Company’s website, or by purchase order.
- “Contract”: the agreement between the Company and the Customer for the supply of Goods, comprising these Conditions and any other terms agreed in writing by the Company.
- “Credit Account”: a payment facility formally approved in writing by the Company allowing the Customer to pay for Goods within a specified credit period (typically 30 days end of month).
- “Bespoke Goods”: any Goods made to the Customer’s specific order, custom measurements, design, or specification (including custom-printed or custom-fabricated items).
- “Writing”: any written communication, including email or other electronic text correspondence, that can be saved or printed for record-keeping.
Incorporation of Conditions
- These Conditions apply to and are incorporated into all contracts for the supply of Goods or services by XG Group. No other terms (including any terms the Customer purports to apply in any purchase order or other document) shall form part of the Contract unless expressly agreed in writing by an authorised representative of XG Group.
- By entering into a Contract with XG Group, you acknowledge that you have read and accepted these Conditions and that you have not relied on any representations, promises, or statements made by XG Group or its staff that are not expressly set out in these Conditions or confirmed in writing. Any amendment or addition to these Conditions will only be binding if agreed in writing and signed by an authorised representative of XG Group.
Quotation and Pricing
- Quotations: Any quotation or price estimate provided by XG Group (whether in writing or verbally) is given on the basis of current information and is not an offer capable of immediate acceptance. All quotations are subject to change or withdrawal by XG Group at any time before an Order is accepted. Unless otherwise stated, quotations are valid for 30 days from the quotation date. After 30 days, the quoted pricing may be reviewed and updated.
- Pricing: Prices are typically quoted exclusive of VAT and other applicable taxes. VAT will be added at the rate in force at the time of delivery of Goods or performance of services. Prices also exclude delivery charges, packaging, pallets, or other ancillary costs unless expressly stated otherwise in the quotation or order confirmation. If you choose to collect the Goods yourself, the price remains the same (no discount is given for self-collection).
- Cost Variations: XG Group strives to honour quoted prices. However, if there are increases in the cost of materials, labour, transport or other production costs beyond our control before completion of the Order, we reserve the right to adjust the price of the Goods accordingly. We will endeavour to notify you and agree on any price changes in advance. If a price increase is significant (e.g. exceeding a certain threshold such as 20% of the original price) and not acceptable to you, XG Group may, at its discretion, permit cancellation of the Order or cancel the Contract without liability.
- Currency and Duties: For international Orders or those priced in foreign currencies, prices may be subject to exchange rate fluctuations. The Customer will be responsible for any additional duties, tariffs, or taxes that apply to the transaction (except for VAT, which is handled as above).
Delivery and Collections
- Delivery Times: Any delivery or completion date provided by XG Group is an estimate only. While we make every reasonable effort to meet estimated dates, we do not guarantee delivery times. XG Group is not liable for any losses (including business interruption or loss of profits) caused by delivery delays. If we fail to deliver within a reasonable time, you may request to cancel the affected Order by giving written notice to us. However, you may not cancel if we have already begun production or customisation of the Goods at the time of your notice. If you validly cancel due to our delay, any payment you have made for undelivered Goods will be refunded, and that will be your sole remedy for the delay.
- Delivery Method: Delivery will be made using a method and carrier chosen by XG Group unless otherwise agreed. We reserve the right to deliver the Goods in instalments. Each instalment may be invoiced and paid for separately. Any delay or defect in one instalment does not entitle you to cancel subsequent instalments.
- Delivery Location: Delivery is deemed to occur either (a) at our premises, when you or your appointed carrier collects the Goods (collection), or (b) at the shipping address agreed, when the Goods are unloaded from the delivery vehicle at your premises or curb side (delivery). You are responsible for providing accurate delivery information and for ensuring someone is present to receive and sign for the Goods if required.
- Customer Collection: If you opt to collect Goods from XG Group’s premises (by yourself or via a courier you arrange), you must do so at the agreed date and time. Once collected (or once the Goods are handed over to your courier), the Goods are considered delivered to you. You are solely responsible for loading and securing the Goods for transport, and any risk or liability for the Goods transfers to you upon collection (see Risks section below). Failure to collect on the agreed date may result in storage fees as described below.
- Failed Delivery or Collection: If delivery is attempted at your address and fails due to your fault (for example, no one present to receive, incorrect address provided, or lack of necessary equipment/personnel to unload) or if you fail to collect the Goods on the agreed date, XG Group may arrange for the Goods to be stored at our facility or by a carrier. Such storage will be at your expense and risk. We may charge you for reasonable storage, insurance, and additional delivery costs incurred. We will attempt to reschedule delivery or make the Goods available for collection, but if the delay exceeds 14 days, XG Group reserves the right to sell or otherwise dispose of the Goods. If we sell the Goods, we will credit you with the net proceeds of sale (after deducting all storage, insurance, and resale costs and any unpaid amounts due to XG Group) and you will remain liable for any shortfall. If we retain the Goods in storage for you, we may impose a reasonable storage fee and, after a minimum of 6 months in storage without resolution, we reserve the right to dispose of the Goods without further notice.
- Unloading: For delivered shipments, the Customer is responsible for providing any necessary labour, equipment, or facilities to unload the Goods promptly and safely at the delivery location. Neither XG Group nor our delivery carriers are responsible for unloading goods into your premises or for any damage or loss that occurs during unloading under your supervision. If our driver or courier personnel assist in unloading beyond the curb side at your request, such assistance is at your own risk and XG Group will not be liable for any resulting damage, loss, or shortage.
- Delivery Conditions: XG Group may decline to deliver the Goods to a location if we or our carrier reasonably believe that doing so would be unsafe, unlawful, or unreasonably difficult (for example, inadequate access for the delivery vehicle). Additionally, if the delivery location or access is unsuitable for the size or type of our vehicle, we may refuse delivery and the provisions regarding failed delivery above will apply. We will notify you as soon as possible if we cannot complete delivery for these reasons to discuss alternative arrangements.
- Inspection and Claims: You are expected to inspect the Goods upon delivery or collection. Any loss or damage apparent at delivery (including missing items or visible defects) must be noted on the delivery receipt or courier’s paperwork at the time of delivery (if possible) and reported to XG Group in writing within 7 days of delivery. In the case of a complete failure of delivery (non-receipt of Goods), you must inform us in writing within 7 days from the date you were informed the Goods were dispatched or from the invoice date, whichever is earlier. For any damage or shortages discovered after delivery, you must notify us in writing as soon as reasonably possible (and no later than 7 days after delivery). You must preserve the Goods and packaging for inspection if requested. Failure to notify XG Group of any claim for loss or damage within the stated timeframes will be deemed as your acceptance of the Goods as delivered in full and in good condition. If an independent carrier is used and the carrier’s terms for notifying damage or loss are more stringent (e.g. requiring notice within 24-48 hours), you must also comply with those terms to preserve any claim.
Payment Terms
- Payment Upon Order: Unless you have an approved Credit Account with XG Group, full payment is due at the time of placing your Order. We will not commence production or supply of Goods until payment has been received in full as cleared funds. Accepted payment methods include bank transfer (BACS), major credit/debit cards, or other methods agreed by XG Group. All payments must be made in GBP (£) unless otherwise specified.
- Credit Accounts (30 Days EOM): If you wish to pay on credit terms, you must apply for and receive approval for a Credit Account before ordering. Credit Account approval is at XG Group’s sole discretion and may require satisfactory credit checks and trade references. If a Credit Account is granted, standard payment terms are net 30 days EOM (End of Month) – meaning payment in full is due by the end of the month following the month of the invoice or delivery (as agreed). For example, if Goods are delivered on January 10th, payment should be received by end of February. Any alternative credit period must be expressly agreed in writing by XG Group. We reserve the right to set and alter credit limits on your account or to withdraw credit facilities at any time for any reason. Your first order with XG Group may be required to be paid pro forma (in advance) even if a credit facility is being established.
- Credit Account Conditions: By applying for a Credit Account, you consent to XG Group conducting credit searches or references as needed. All sales on credit are made under the condition that these Terms and Conditions apply. XG Group may suspend or terminate your credit facility if you fail to adhere to agreed payment terms or if there is a deterioration in your creditworthiness. If your credit terms are withdrawn or suspended, all outstanding invoices become payable immediately on demand.
- Late Payment: Time of payment is of the essence. All invoices must be paid on time, in full, and without any deduction or set-off (you may not withhold payment or set off any amounts you believe we owe you against what you owe us). If you fail to pay any amount owed by the due date, XG Group reserves the right to suspend further deliveries or services and to charge interest and fees on the overdue amount. Interest will accrue at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) – currently 8% above the Bank of England base rate – from the date payment was due until the date payment is made in full. In addition, you will be liable for any reasonable costs of collection incurred by us in recovering the debt (including solicitors’ fees and collection agency charges). We may also revoke any discounts that were applied to the overdue Order.
- Allocation of Payments: If you owe multiple debts to XG Group, we may apply any payment received to settle whichever invoices or amounts we consider appropriate.
- Lien: Until you have paid all outstanding amounts owed to XG Group, we retain a lien (a right to keep possession) over any of your property or Goods in our possession (including any finished work or materials supplied by you for the purpose of a contract). We may refuse to release or deliver such items until full payment is made.
- Consequences of Non-Payment: If your account remains unpaid and we refer the matter to a debt collection agency or pursue legal action, you agree that we can claim from you any additional administrative costs and charges incurred as a result (to the extent permitted by law). You also acknowledge that any judgment we obtain for unpaid amounts can be enforced against you and that you will be responsible for any court fees or legal costs as awarded.
Ownership and Title of Goods
- Retention of Title: Ownership (legal title) of the Goods remains with XG Group until we have received full payment for those Goods (and any other amounts due from you to XG Group). This means that even after delivery, until paid in full, the Goods belong to XG Group.
- Customer’s Duties Before Title Passes: Until title to the Goods passes to you, you must:
- keep the Goods in good condition and store them securely and separately from your own goods or others, in such a way that they remain clearly identifiable as the property of XG Group;
- not remove, deface, or obscure any identifying labels, markings, or packaging on the Goods that indicate XG Group as the owner or manufacturer;
- insure the Goods (with a reputable insurer) for their full replacement value against all usual risks (fire, theft, damage, etc.), noting XG Group’s interest as the legal owner. If requested, you should provide evidence of such insurance to XG Group.
- Right to Use or Resell: You may use or resell the Goods in the ordinary course of your business before ownership passes, provided that: (a) any sale is made at full market value, and (b) if you sell the Goods, you hold the proceeds of sale on trust for XG Group to the extent of the unpaid balance for those Goods. This right to use or resell the Goods can be revoked by XG Group at any time by notice to you, and will automatically cease if you become insolvent or subject to any bankruptcy, receivership, or administration procedure (see Cancellation/termination section). If we revoke your right to use/sell the Goods, you must immediately make the Goods available for us to collect.
- Passing of Title: Once full payment for the Goods has been received by XG Group, title to the Goods will pass to you. Any proceeds of sale from Goods sold by you prior to title passing (permitted under the above clause) shall immediately vest in XG Group to the extent of any outstanding unpaid amount for those Goods.
- Recovery of Unpaid Goods: If you have not paid for the Goods by the due date, or if payment terms are terminated, XG Group has the right (in addition to any other rights or remedies) to demand the immediate return of all Goods for which payment has not been made. You must promptly return such Goods or allow us (or our agents) to enter any premises where the Goods are stored to recover them. This demand may be made and the repossession carried out regardless of whether the Goods have been installed in or affixed to other items. If the Goods are stored at a third-party location, you shall obtain permission for us to enter that location to retrieve them.
- Irrevocable Authority: You hereby grant XG Group, its employees, and agents an irrevocable license to enter any premises occupied by you or under your control, during normal business hours, to inspect or repossess Goods to which we retain title. If Goods are resold or incorporated into other products before payment, that sale or incorporation shall not prevent us from exercising our retention of title and recovery rights.
- Legal Action for Price: Notwithstanding that title to the Goods has not passed to you, XG Group shall be entitled to sue for the price of the Goods once payment is due and overdue. Our retention of title in the Goods does not affect our right to demand payment under the Contract or to pursue other legal remedies for breach of payment terms.
Warranties
- Quality and Description: XG Group warrants that at the time of delivery, the Goods will conform in all material respects to the description or specification agreed in the Order (or as per our quotation/acknowledgement) and will be free from material defects in workmanship and materials. Any samples, drawings, or illustrations provided are intended merely to present a general idea of the Goods described and do not form part of the Contract unless expressly agreed.
- Exclusion of Other Warranties: Except for the express warranty above, no other warranties or conditions (express or implied) apply to the Goods or services provided, to the fullest extent permitted by law. In particular, we do not warrant that the Goods are fit for any particular purpose you have in mind unless we have explicitly agreed to such purpose in writing. If you provide specifications or materials for the production of the Goods, we make no warranty as to the suitability or correctness of those specifications or materials. All implied terms, conditions or warranties (including any implied warranties of merchantability, satisfactory quality or fitness for purpose) are excluded from this Contract, except to the extent they cannot be excluded by law.
- Bespoke and Custom Work: Where Goods are manufactured or printed to your specific design, artwork, or instructions, you are responsible for ensuring the accuracy, legality, and suitability of the information or materials you provide. XG Group does not warrant or guarantee that Goods made according to your specifications will be fit for your intended purpose or free from errors not caught in your supplied materials. (See also “Returns and Refunds” regarding bespoke items.)
- Inspection and Notification: You are responsible for checking the Goods as soon as reasonably possible after delivery. If you discover any defect or issue with the Goods that is not due to damage in transit (for example, a manufacturing defect or an error in the finished product), you must notify XG Group in writing with full details of the problem within 3 days of discovering the defect and no later than 30 days from delivery. In the case of damage in transit or missing items, the procedures and timeline in the Delivery and Collections section apply (generally within 7 days of delivery, and noted upon receipt if visible). You must not continue to use or resell defective Goods after identifying a problem, except with our written consent, as doing so may be deemed acceptance of the Goods “as-is.”
- Remedies for Defective Goods: If the Goods do not comply with the warranty given by XG Group (and you have notified us as required above), we will investigate the issue. You must cooperate by providing evidence of the defect and, if requested, by returning samples or the defective Goods to us for inspection (at our cost if the defect is our responsibility). If upon investigation the Goods are found to be defective in material or workmanship and the defect was not caused by misuse or alteration by you, XG Group will, at its option: (a) repair the Goods, or (b) replace the Goods with equivalent items, or (c) if repair or replacement is not feasible, refund the price paid for the defective Goods. This shall be your sole and exclusive remedy for Goods that fail to meet our warranty. Any repaired or replaced item will benefit from the warranty for the remainder of the original warranty period or 30 days from the date of repair/replacement, whichever is longer.
- Exclusions and Limitations: XG Group’s warranty does not cover normal wear and tear, or damage caused by improper use, improper installation (if not installed by XG Group), lack of maintenance, accident, or any modification made by the Customer or a third party. In addition, if the Goods were sold as “untested,” “as-is,” or as off-cuts/remnants, then no warranty is given as to quality or fitness (except that we warrant the Goods will be of the stated type or grade). You agree to indemnify XG Group against any claims arising from your use or resale of Goods that were supplied as “untested” or not intended for end-use without further processing.
- Limitations of Liability: Under no circumstances will XG Group be liable for any indirect, special, or consequential losses or damages arising out of any breach of these Conditions or the supply or use of the Goods. This includes (but is not limited to) loss of profit, loss of revenue, loss of business, loss of anticipated savings, or loss of opportunity. XG Group’s total liability for any claim arising from a defective product or any other breach of the Contract shall not exceed the price paid by you for the specific Goods or service that give rise to the claim. Nothing in these Conditions shall limit or exclude XG Group’s liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
Risks
- Passing of Risk: Risk of loss or damage to the Goods passes to the Customer upon delivery. “Delivery” occurs (as defined in the Delivery section) when the Goods are off-loaded at your premises or when you (or your carrier) take possession of the Goods at our premises for collection. Once delivery has occurred, you are responsible for safeguarding the Goods. This means that any loss, theft, damage or deterioration to the Goods after the time of delivery is at your risk, even if ownership (title) has not yet passed. You should insure the Goods from the time of delivery.
- Transport by Third Parties: If you arrange for a third-party carrier or courier to collect the Goods from XG Group, risk passes to you at the point the Goods are handed over to that carrier. It is your responsibility to ensure adequate insurance coverage during transit. XG Group will not be liable for damage or loss in transit when you have arranged the transportation, but we may assist you in making a claim against the carrier if feasible.
- Inspection and Damage in Transit: As mentioned under Delivery, you must inspect the Goods upon arrival and promptly report any missing or damaged items. If Goods are delivered by XG Group’s arranged carrier, and you believe some or all of the Goods were lost or damaged in transit before risk passed, you must (a) note the issue with the carrier upon delivery if possible, and (b) notify XG Group in writing within the required timeframe (7 days). We will then make a claim with the carrier or investigate as appropriate. Your compliance with the carrier’s own conditions for claiming transit damage (such as keeping packaging or meeting their notice deadlines) is also required for a successful claim.
- Retention of Title vs. Risk: Please note that the retention of title provisions (see Ownership and Title section) mean we may retain ownership of Goods until paid, but this does not affect the passing of risk. You are responsible for any loss or damage to Goods after delivery even if you have not yet paid for them in full.
- Products Liability: The Customer assumes all risk and liability for results obtained by the use of the Goods in combination with other items or in any manufacturing process. It is your responsibility to use the Goods in accordance with any instructions or specifications provided by XG Group. We shall not be liable for the consequences of any misuse of the Goods or use in an environment or for a purpose for which they were not designed.
Returns and Refunds
- Return Policy: XG Group will accept returns of Goods only with prior arrangement and authorisation. You must contact us to discuss any proposed return, and obtain written approval (e.g. a returns authorisation) from an authorised representative of XG Group before returning any Goods. Unauthorised returns will not be accepted.
- Conditions for Returns: If a return is authorised, the following conditions apply:
- The Goods must be returned in their original condition, unused, and suitable for resale. This includes returning all components, accessories, manuals, or packaging that were originally included.
- Returns may be subject to a handling or restocking charge, as determined by XG Group. We will inform you of any applicable handling fee at the time of authorising the return. Typically, if the return is not due to any fault on our part (e.g. you ordered incorrectly or no longer need the item), a handling charge may be applied.
- You are responsible for the safe return of the Goods to us. We recommend using an insured and trackable shipping method. You bear the risk of loss or damage to Goods in transit back to us, so ensure they are packaged securely.
- Non-Returnable Items: Bespoke Goods or custom-made items cannot be returned or refunded unless they are proven to be defective or not in accordance with your Order. This includes any products that have been made to order, printed with custom graphics or branding, cut to custom dimensions, or otherwise tailored to your specifications. Because such goods are unique to the Customer, we are unable to accept returns for buyer’s remorse or ordering errors once production has begun.
- Deadlines for Returns: If you receive Goods that are damaged, defective, or not as described, you must notify us within the timeframes stated in the Delivery and Warranties sections (typically within 7 days of delivery for transit damage, or within 3 days of discovering a manufacturing defect) to arrange a return or replacement under warranty. If we agree to accept a return for any other reason (at our discretion), it must be shipped back to us promptly and within 14 days of approval of the return, unless otherwise agreed.
- Refunds and Remedies: For any returned Goods authorised by us, we will examine the items upon receipt. If the return is due to defect or our error, and this is verified, we will either repair or replace the Goods, or issue a refund/credit for the purchase price (including original delivery cost if applicable). If the return is a non-fault return (e.g. you changed your mind and we agreed to take back standard stock items), any refund may be subject to the deduction of the handling/restocking fee and our original shipping costs. Refunds for non-fault returns will be processed once we have verified the condition of the returned Goods and will typically be made via the same method as the original payment.
- Inspection of Returns: Goods returned to us will be inspected. If they are not received in a condition fit for resale (due to use, damage, or missing parts not previously acknowledged), we reserve the right to decline the refund and will return the items to you (at your cost), or to offer only a partial refund. We will communicate with you if any issues arise with a return.
- No Refund for Services: If the Contract includes services (such as installation or graphic design), and those services have been performed, charges for services are typically non-refundable. However, we will address any service-related issues in line with our obligations (for example, correcting mistakes in design work if it failed to meet the brief you provided).
Export Terms
- Compliance with Laws: If you order Goods for delivery to a country outside of the United Kingdom, it is your responsibility to ensure that the import of the Goods complies with all local laws, regulations, and requirements of the destination country. XG Group makes no representation that the Goods or related documentation comply with import laws outside the UK. You are responsible for obtaining any necessary import licenses or permits and for ensuring the Goods meet any local standards or regulations.
- Duties and Taxes: All Orders shipped outside the UK may be subject to import duties, taxes, and fees levied by the destination country’s customs authorities. These charges are not included in our prices or shipping charges. You (the Customer or importer) are solely responsible for paying all applicable customs duties, VAT/GST, tariffs, and any brokerage or clearance fees related to the importation of the Goods. You must also carry out, at your own risk and expense, any import customs formalities.
- Shipping and Risk: Our responsibility for an international shipment generally ends at the point of export from the UK (unless otherwise agreed under specific Incoterms). Risk in the Goods will pass to you as per the agreed delivery terms (often Ex Works, FCA, or another Incoterm stated in our contract or invoice). It is recommended that you arrange appropriate transit insurance for international shipments.
- Export Controls: You shall not re-export or divert any Goods contrary to any export control laws or regulations of the UK, the EU, or United States (if applicable). If the Goods require an export license or authorisation for shipment to your destination, the Contract is conditional upon such license being obtained; we will inform you if this is the case and whether we will obtain the license or require you to do so.
- Indemnity: You agree to indemnify and hold XG Group harmless against any costs, fines, or penalties incurred by us as a result of your breach of any import/export laws or requirements in the destination country. This includes providing accurate information for customs declarations—any errors in information provided by you that lead to customs issues will be your responsibility.
Cancellation of Order
- Customer Cancellation: Once an Order has been accepted by XG Group, you may not cancel the Order (whether in whole or in part) without our express written consent, except as permitted by law or explicitly allowed under these Conditions. In particular, Orders for Bespoke Goods or custom production cannot be cancelled after we have started the manufacturing or printing process, as materials and labour will have been committed. If you request a cancellation, XG Group may agree to it on the condition that you reimburse us for all costs and losses associated with the cancelled Order. This includes (but is not limited to) the full cost of all work completed up to the point of cancellation, the cost of any materials or components purchased or committed specifically for your Order (finished or unfinished), and a reasonable allowance for overhead, wasted resources, and loss of profit. Any deposit or pre-payment you have made may be applied toward these costs, and you will be invoiced for any excess.
- Cancellation Due to Delay: As stated under Delivery, if we fail to deliver the Goods within a reasonable time, you may have a right to cancel the Order if the delay is significant and is not due to your fault. However, this right is subject to the condition that we had not yet begun manufacturing or custom-preparing the Goods at the time of your cancellation notice. If you validly cancel due to our delay (and we accept the cancellation), then we will refund any payment you made for the Goods in question, and neither party will have further liability under that Order.
- XG Group’s Right to Suspend or Cancel: We may suspend performance of or cancel the Contract (in whole or in part) with immediate effect by giving you written notice if any of the following occur:
- You fail to pay any amount owed to us by its due date, whether for this Order or any other contract.
- You become insolvent or are unable to pay your debts as they fall due, or if any step is taken to appoint an administrator, receiver, liquidator, or similar officer over your assets, or if you enter into any composition or arrangement with creditors, or if you (being an individual) are the subject of a bankruptcy petition or order.
- You breach any of your obligations under these Conditions or the Contract, and (if the breach is capable of remedy) you do not remedy it within 7 days of receiving a written notice from us requiring you to do so.
- Any other event occurs which gives XG Group a contractual or statutory right to terminate (for example, a Force Majeure event lasting too long, as described later).
In the event of our suspension or cancellation under this clause, we shall have no liability to you for any resulting loss, and our rights to be paid for any work performed or materials purchased up to the date of termination, and to recover any Goods in which title has not passed, are reserved.
- Effects of Cancellation: If an Order is cancelled for any reason, that cancellation shall not affect any rights or remedies that either party may have accrued up to the date of cancellation. Clauses in these Conditions which expressly or by implication are intended to survive cancellation (such as payment obligations, warranty and liability limitations, confidentiality, etc.) shall continue in effect. Any Goods delivered to you prior to cancellation shall remain subject to these Conditions (in particular, the payment, title, and returns provisions).
- No Future Obligation: Except for any ongoing obligations mentioned above, once an Order is cancelled or the Contract terminated, neither party has any further obligation to supply or accept Goods under that Order. If you wish to purchase Goods after cancellation, a new Order and Contract will be required (subject to our acceptance).
Waiver and Variations
- No Waiver: No relaxation, forbearance, delay or indulgence by XG Group in enforcing any of these Conditions or in exercising any right under the Contract shall operate as a waiver of that condition or right, nor shall it prevent us from subsequently enforcing that provision or exercising that right in full. In other words, if we do not insist on strict performance of any term, or we delay in taking action for your breach of contract, that does not mean we have waived our right to enforce the term or that you are no longer bound by it.
- Written Variations Only: No variation, amendment, or waiver of these Conditions or any Contract between you and XG Group shall be binding unless it is in writing and signed by an authorised representative of XG Group and by the Customer (or an authorised representative of the Customer). This includes any changes to the specification, price, or delivery schedule of Goods. Any agreed variation shall apply only to the specific Order or circumstance for which it is given, unless otherwise stated in writing.
- Partial Invalidity: If we agree in writing to waive a specific term or to vary the Contract, all other terms and conditions will remain in full force and effect unless explicitly amended. If any provision of these Conditions is held by a court to be invalid or unenforceable, that provision will, to the extent required, be severed from the Contract and the remaining provisions will continue in effect as if the invalid clause had never been included (see also the General section on severability).
- Course of Dealing: These Conditions shall prevail over any inconsistent terms in any documents from the Customer. Any course of prior dealings between you and XG Group shall not prejudice the clear terms of these Conditions.
Force Majeure
- Definition: A “Force Majeure” event means any circumstance beyond the reasonable control of XG Group that prevents or delays us from carrying out our obligations under the Contract. Such events include (but are not limited to) natural disasters (act of God such as flood, earthquake, hurricane), fire, explosion or accident, war or act of terrorism, civil unrest or riots, strikes, lockouts or other labor disputes (whether involving our workforce or a third party’s), unforeseen transportation delays, fuel or material shortages, epidemics or pandemics, government actions or regulations, or failure of power or utility supply.
- Consequences of Force Majeure: If XG Group is prevented from or delayed in performing any of our obligations under the Contract due to a Force Majeure event, we may notify you of the situation and our obligations will be suspended for the duration of the event. We will make reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance as soon as possible. However, we shall not be liable for any failure or delay in performing our obligations caused by a Force Majeure event.
- Right to Cancel: If a Force Majeure event continues for an extended period (for example, more than 60 days) such that the Contract’s purpose is substantially frustrated, either party may have the right to terminate the affected Order or Contract by giving written notice to the other. If the Contract is cancelled due to Force Majeure, you will pay for any Goods that have been delivered (or work completed) before the notice of termination, and each party will bear its own costs incurred due to the Force Majeure. Beyond that, neither party will have liability to the other for the termination (except for refunding any pre-payments for undelivered Goods, if applicable).
- Notification: XG Group will promptly inform you if we become aware of a Force Majeure event that will significantly affect our ability to fulfil your Order, providing details of the event and, if possible, an estimate of the likely duration of the delay. We will also notify you when the Force Majeure event has ended or its impact has been resolved.
- Alternate Sources: During a Force Majeure event, XG Group reserves the right to allocate any available production or inventory among customers on such basis as we deem fair and practical, without liability to you. You may also be given the option to accept partial delivery or performance, or to delay delivery until the event is resolved. Any such arrangements will not prejudice your right to cancel as described above if the delay becomes excessive.
Data Protection and Privacy
- Compliance with GDPR: XG Group is committed to protecting your personal data. We will process any personal information you provide to us (such as contact details, delivery addresses, and payment information) in accordance with the UK Data Protection Act 2018 and the UK General Data Protection Regulation (GDPR), as well as any other applicable data protection laws.
- Use of Personal Data: The personal data you provide to XG Group will be used solely for legitimate business purposes, such as processing your Orders, delivering Goods, providing services, invoicing and payment processing, and communicating with you about your orders or our products and services. We may also use your contact information to send you updates about our products or services that are relevant to your business (for example, if you have opted into a newsletter or if we have a legitimate interest in informing you of new offerings). You have the right to opt-out of marketing communications at any time.
- Sharing Data with Third Parties: We will not sell or rent your personal data to third parties. However, we may share certain personal data with third parties who are directly involved in fulfilling our contract with you. For example, we may share your delivery address and contact name/number with our shipping carriers to deliver your Goods, or provide necessary details to a subcontractor involved in production. We may also disclose personal data to credit reference agencies (for credit account applications), insurance providers (if making a claim involving you), payment processors, or professional advisors (lawyers, accountants) as required. In all cases, we will share only the information that is necessary and ensure appropriate confidentiality and data protection agreements are in place.
- Data Security: XG Group takes reasonable technical and organisational measures to safeguard personal data against unauthorised access, loss, or destruction. This includes using secure servers, encryption where appropriate, and restricting access to personal information to those employees or agents who need it to perform their duties. However, you acknowledge that no data transmission over the internet or storage system can be guaranteed 100% secure, so we cannot warrant absolute security.
- Data Subject Rights: Under GDPR, you have certain rights regarding your personal data held by XG Group, including the right to request access to the data we hold about you, to have inaccurate data corrected, to have your data erased or processing restricted (in certain circumstances), and to object to certain processing (such as direct marketing). For more details on how we manage personal data and how you can exercise your rights, please refer to our full Privacy Policy or contact us using the details provided on our website.
- Retention of Data: We will retain your personal data only for as long as necessary to fulfill the purposes for which it was collected, including any legal, accounting, or reporting requirements. For example, we may retain contact and transaction details for a number of years to comply with tax and audit laws or to handle any possible disputes.
- Privacy Policy: Additional information about how we handle personal data can be found in our Privacy Policy, available on our website. By placing Orders with XG Group or using our website, you acknowledge that you have read (or have had the opportunity to read) our Privacy Policy and consent to our data practices as outlined. If you provide us with personal data of individuals other than yourself (e.g., colleagues’ contact details for a project), you confirm that you have obtained the necessary permissions or provided the required notices to those individuals.
General
- Governing Law: These Terms and Conditions and any Contract between XG Group and the Customer shall be governed by and construed in accordance with the laws of England and Wales. All disputes or claims arising out of or relating to the Contract (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the English courts. If your business is based in Scotland, then (at XG Group’s option) the Contract may alternatively be governed by Scottish law and the Scottish courts shall have exclusive jurisdiction.
- Entire Agreement: These Conditions, together with the relevant quotation, order acknowledgement, and any other documents expressly incorporated into the Contract, constitute the entire agreement between you and XG Group regarding the sale of the Goods. They supersede and extinguish all prior negotiations, understandings, or agreements (whether oral or written) relating to your Order. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on behalf of XG Group that is not set out in the Contract. Nothing in this clause limits or excludes liability for fraudulent misrepresentation.
- Severability: If any provision of these Conditions (or part of any provision) is found by a court or other competent authority to be invalid, illegal, or unenforceable, that part shall be deemed deleted, and the rest of the provision and the other Conditions shall not be affected and will remain in full force. In such case, the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable, reflecting the parties’ initial intentions as closely as possible.
- Joint and Several Liability: If the Customer consists of more than one person or entity (for example, a partnership or joint venture), those persons/entities shall be jointly and severally liable for all obligations of the Customer under these Conditions. This means XG Group can enforce the Contract against all or any of them, and each is responsible for the full performance of the Contract.
- No Partnership or Agency: Nothing in these Conditions or any Contract with XG Group is intended to or shall operate to create a partnership, joint venture, or employment relationship between you and us. Neither party is an agent of the other, and neither has any authority to act on behalf of or bind the other in any way (except as explicitly permitted by these Conditions, such as our right to appoint carriers or subcontractors).
- Third Party Rights: A person or entity who is not a party to the Contract shall have no rights to enforce any term of the Contract. The provisions of the UK Contracts (Rights of Third Parties) Act 1999 are expressly excluded, meaning no third party can claim any benefit or remedy under these Conditions. This does not affect any right or remedy of a third party which exists or is available apart from that Act.
- Notices: Any official notice or communication to be given under the Contract must be in writing and in English. It shall be deemed properly given if sent by prepaid first class post, courier, or email to the receiving party’s registered office or principal business address (or in the case of email, to an address designated for communications). Notices delivered by hand or email shall be deemed received on the working day of delivery (or the next working day if delivered outside of normal business hours). Notices sent by first class post shall be deemed received 2 business days after posting (or 5 business days if sent internationally by airmail). The parties should keep proof of sending or delivery of notices.
- Assignments: You may not assign or transfer any of your rights or obligations under the Contract to any third party without the prior written consent of XG Group. We may assign or subcontract our rights or obligations (in whole or part) to another competent party, for example, to an affiliate company or subcontractor, but we will remain responsible for ensuring the obligations are met.
- Intellectual Property: All intellectual property rights in any designs, artwork, templates, or content created by XG Group in the course of fulfilling your Order remain the property of XG Group unless otherwise agreed in writing. You warrant that any artwork or design you supply to us does not infringe the intellectual property rights of others. Each party shall indemnify the other for any claims arising from breaches of this warranty. (For further details on website content usage, see our website’s Use of Information terms.)
- Headings: The headings of sections in these Conditions are for convenience only and do not affect the interpretation of the clauses.
Cookies Policy
- Use of Cookies: XG Group’s website uses cookies to improve user experience and gather data on website usage. In particular, we utilise analytics cookies (such as Google Analytics) to collect anonymous information about how visitors use our site – for example, which pages are visited and how often – to help us understand traffic patterns and improve our services. We also use social media cookies and plugins to enable functionality such as content sharing via platforms like Facebook, Twitter, and LinkedIn. These social media cookies allow those platforms to recognise you if you interact with our site content (for example, “liking” or sharing a post) and may track your activity as per their own privacy policies.
- Consent: By using our website, you consent to the placement of these cookies on your device. On your first visit to our site (and periodically thereafter), you will be presented with a cookie notice or banner advising you of our cookie usage. You can choose to accept or adjust your cookie settings at that time. Please note that if you disable certain categories of cookies (via your browser settings or our site’s preference center), some functionality of the website (such as maintaining a shopping cart, or displaying personalized content) may be impaired.
- Analytics: The data collected by our analytics cookies is aggregated and does not personally identify you. It helps us gauge things like the number of visitors, which pages are most popular, or how users navigate through the site. This information is used solely for internal analysis to make informed improvements to our web services and marketing efforts.
- Social Media and Third-Party Cookies: When we include social media features on our site, those third-party platforms may set and access their own cookies on your browser. XG Group does not control the data collected by third-party cookies. We encourage you to review the cookie and privacy policies of any third-party services for information on how they use cookies.
- Cookie Management: You have the right to manage or disable cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. You can also delete cookies that have already been set. For instructions on how to manage cookies, consult the help documentation of your browser. Additionally, our website may provide a Cookie Preferences tool where you can opt in or out of certain types of cookies.
- Further Information: For more details on the types of cookies we use and how we handle data collected through cookies, please see our full Cookie Policy on our website. If you have any questions or concerns about our use of cookies or your personal data, you can contact us via the contact information provided on our site.
Last Updated: March 2025. These Terms and Conditions may be updated from time to time. The latest version will always be available on our website or upon request. Your continued business with XG Group signifies your agreement to these Conditions, including any updates.
