1. Incorporation of Conditions
1.1 All contracts entered in to between us shall be deemed to incorporate these conditions and no amendment or addition shall be binding on us unless agreed in writing by an authorised representative of XG-Group.
1.2 The applicability of any terms and conditions proffered by you is hereby excluded, unless expressly agreed in writing by an authorised representative of XG-Group. You accept that in entering into a contract for the supply of goods and/or services with us you have not relied upon any prior promises, representation or undertakings given by us which are not contained within these conditions.
2. Quotations and Prices
2.1 The prices quoted exclude V.A.T. (unless otherwise stated). V.A.T. will be charged at the rate applying at the time of delivery and/or performance of the service. V.A.T. will be charged on all applicable goods and services (including carriage charges).
2.2 No quotation by XG-Group shall constitute an offer by us and all quotations are subject to withdrawal without notice. Quotations may be given orally and in writing.
2.3 Subject to condition 2.2, quotations lapse 30 days after the date of quotation (unless otherwise stated in writing.
2.4 The price quoted excludes delivery, delivery pallets and any other packaging materials unless otherwise stated in writing at the time of your order. There will be no reduction in the price if you collect the goods.
2.5 Unless otherwise stated, the price quoted is an illustrative estimate only. At any time before actual delivery of any part of the goods or performance of the service we may adjust the price to reflect any increase in our costs of supplying the goods and/or services. We will endeavour to agree any such increases in the price with you prior to delivery and/or performance of the services but you agree that if we have not, you will pay any increased price subject to that increase being no greater than 20 (twenty) per cent of the price originally quoted. In the event of such increase being greater than 20% we may at our absolute discretion resign from the contract without penalty or any liability to you whatsoever.
2.6 Other than as imposed by law, rates of tax and duties on the goods and/or services will be those applying at the time of delivery and/or performance.
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 you may not cancel if we receive your notice after we have commenced manufacture of the goods.
3.2.2 if you cancel the contract, you can have no further claim against us under that contract; and if you do cancel, your sole remedy will be to claim back any price already paid to us for the goods.
3.3 If you accept delivery of the goods after any estimated delivery time, delivery will be deemed to have been punctual and you agree that you will have no claim against us for any delay (including without limitation, any claim for indirect or consequential loss, or increase in the price of the goods).
3.4 We reserve the right to deliver your goods in instalments. Each instalment is treated as a separate contract.
3.5 We may at our discretion, deliver the goods from any place that we wish and, unless otherwise agreed, if we are arranging carriage, we may choose any reasonable method of carriage.
3.6 If delivery does not take place because you are at fault or for reasons beyond our control, we may store and insure the goods at your expense. We may deliver the goods as soon as possible but we have the right to sell them after a period of 14 days storage. We may recover such costs of insurance and storage together with our costs of attempting to supply the goods as well as the sale price to have been charged to you (if unpaid) on the day of failed delivery from the proceeds of such sale. In the event of such storage and insurance costs together with our costs of attempting to supply the goods as well as the sale price to have been charged exceeding the proceeds of such sale, you agree that we may recover any such excess directly from you. If we have agreed to store and despatch the goods on your behalf, we reserve the right to dispose of any unused goods after storage for a minimum of 6 months, and without any notification to you. We may at our discretion, notify you that these goods have exceeded our 6 months storage agreement and offer you a further extension to this agreement at an agreed price.
3.7 We have the right to pass on to you any unforeseen additional costs we incur when trying to deliver the goods and/or perform the services.
3.8 You are responsible for providing (at your cost) sufficient labour and materials for unloading the goods.
3.9 Neither our carrier nor we are responsible for unloading the goods into your premises.
3.10 If the driver leaves the vehicle at your request while the goods are being unloaded, we shall not be liable for any shortages.
4.1 We may decline to deliver the goods if:
4.1.1 we believe or our carriers believe that it would be unsafe, unlawful or unreasonably difficult to do so
4.1.2 the premises (or access to them) are unsuitable for our vehicle. And the provisions of condition 3.6 shall apply.
5. Application for Credit and Payment Terms
5.1 You are to pay us the quotation price in cash or otherwise in cleared funds at the time of order as well as any uplift in the price in terms of condition 2.5 at the time of delivery, unless you have an approved credit account. If you fail to do so, we may not start manufacture and in any case condition 3.6 shall apply to the delivery of the goods.
5.2 If you have an approved credit account, payment is due no later than the end of the month following the month of delivery unless otherwise agreed in writing.
5.3 We will only consider an application for a credit account subject to your first order pre-payment and suitable references.
5.4 By requesting a credit account you consent to us carrying out such credit referencing as we deem necessary and accept that all business transacted with us shall be on and subject to these Conditions.
5.5 We may in our absolute discretion decline any application for credit and shall not be required to give any reason therefore.
5.6 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
5.7 We reserve the right to cancel the credit agreement with your company at our absolute discretion.
5.8 If you fail to pay us in full in accordance with condition 5.1 or 5.2:
5.8.1 we may suspend or cancel future deliveries/services;
5.8.2 we may cancel any discount offered to you
5.8.3 you must pay us interest at the rate equivalent to that set for the purposes of section 6 of the late payment pf commercial debts act 1998 as amended, extended or re-enacted.
5.9 You do not have the right to set off any money you may claim from us against anything you may owe to us.
5.10 While you owe money to us, we have lien on any of your property in our possession
5.11 We require payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we will refer the matter to our third party debt collection agents, which will incur costs of 15% + VAT. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that the payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, which interest is payable both after and before any judgement of the court and continues to accrue.
6.1 Until you pay all debts you may owe us:
6.1.1 all goods supplied by us remain our property.
6.1.2 You must store them so that they are clearly identifiable as our property and in or on premises to which you are able to grant us access in terms of condition 6.4;
6.1.3 You must insure them and keep them insured for the full amount due (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.1.4 You may use those goods and sell them in the ordinary course of your business and until payment is made in full, all proceeds of such sale is to be held on trust for us, but you may not use or sell these goods if: a) we revoke that right (by informing you in writing); or b) you become insolvent as defined in condition 16.5.
6.2 Until you pay us all debts you may owe us, you must inform us (in writing) immediately if you become insolvent as defined in condition 16.5
6.3 Until you pay us all debts you may owe us, if your right to use and sell the goods ends you must allow us to remove the goods.
6.4 Until you pay us all debts you may owe us, we have your permission to enter any premises where the goods may be stored:
6.4.1 at any time to inspect them; and
6.4.2 after your right to use them and sell them has ended in accordance with condition 6.1.4, to remove them using reasonable force if necessary.
6.5 Until you pay us all debts you may owe us, despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied together with interest should you not pay us by the due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or our name.
7.1 The goods are at your risk from the time of delivery.
7.2 Delivery will be deemed to have taken place either:
7.2.1 at our premises, when you or your carrier have collected the goods; or
7.2.2 at the agreed delivery address, when you have unloaded the goods.
7.3 You must inspect the goods on delivery. If any goods are damaged on delivery (or only partially delivered) you must mark the advice note accordingly and notify us in writing within seven days of delivery and before their use or resale. You must give us (or our carrier) a reasonable opportunity to inspect the damaged goods.
7.4 If there is a complete failure of delivery, you must notify us in writing within seven days of receipt of our despatch documents or our invoice, whichever is earlier. You will be deemed to have received delivery if you do not do so.
7.5 If the goods are carried by an independent carrier we will only consider claims under conditions 7.3 or 7.4 if you have complied in all respects with the carriers conditions for notifying claims for loss or damage in transit.
8.1 Except where otherwise provided, we warrant that the goods:
8.1.1 comply with their description on our advice note; and
8.1.2 are free from material defect at the time of delivery
8.2 We give no other warranty (and exclude any other warranty, term or condition that would otherwise be implied as to the quality of our goods or their fitness for any purpose and in particular (although without limitation) for any goods which we have prepared in accordance with your specification or instructions.
8.3 The warranty in condition 8.1.2 does not apply to goods sold as “untested” and we are not liable for any defect in these goods, except where specifically provided by law. You are to indemnify us in respect of any claim made against us in respect of goods supplied to you as “untested”.
8.4 If you believe that we have delivered goods that though undamaged are defective you must:
8.4.1 inform us (in writing) with full details, within three days of discovering the alleged defect; and
8.4.2 allow us to investigate in terms of condition 6.4
8.5 If the goods are found to defective in material or workmanship (following our investigations, and you have complied with those conditions (in condition 7.3 and 8.4) in full, we will at(at our option) replace the goods or refund the price.
8.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to one million pounds.
8.8 For all other liabilities not referred to elsewhere in these conditions our liability is limited in damages to the price of the goods.
8.9 Nothing in these conditions restricts or limits our liability for death or personal injury resulting from negligence.
9. Quantities & Specifications
9.1 If we prepare the goods in accordance with your specifications or instructions, you must ensure that the specifications or instructions are in writing and accurate. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them. We accept no liability for any claim whatsoever relating to fitness for purpose for goods which have been prepared in accordance with your specifications or instructions other than that they would not have been so prepared.
9.2 We are not obliged to supply test certificates and may charge if they are requested.
9.3 Unless otherwise agreed in writing, we shall have fulfilled our contractual obligation to you in terms of the quantity to be supplied, if the quantity supplied is within +/- 10% of the appropriate quantity of that specified on our advice note.
9.4 Goods will be supplied within the current British or European standards (as appropriate) unless otherwise expressly agreed in writing.
9.5 XG reserve the right to make changes to materials and processes without prior notice.
10. Return of goods
1 0.1 We will accept the return of goods from you only:
10.1.1 by prior arrangement (confirmed in writing by us)
10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
10.1.3 in all cases, where the goods are as fit for sale in their return as they were on delivery.
11. Export Terms
11.1 You are responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties due.
12.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
12.2 We may suspend or cancel the order, by written notice if:
12.2.1 you fail to pay us any money when due (under the order or otherwise)
12.2.2 you become insolvent in terms of condition 16.5
12.2.3 you fail to honour your obligations under these conditions.
12.3 You may not cancel the order unless we agree in writing.
13. Waiver and Variations
13.1 Any waiver of these conditions is binding only if it is made in writing, signed on behalf of each party and expressly stating an intention to vary these conditions.
14. Force Majeure
14.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
14.2 Examples of those circumstances include act of God, accident, flood, explosion, fire, transport delays, strikes, act of terrorism and other industrial disputes and difficulty in obtaining supplies.
15. Data Protection
15.1 We may use, and you agree that we may use and disclose, any personal information about you to third parties for the purpose of supplying goods and services to you processing invoices and statements. In respect of any of your personal data held by us, we agree to comply with the provisions of the EU General Data Protection Regulation 2018.
16.1 Any contract made under these conditions where the return address on the order is situated in England or Wales, shall be governed by and constituted under English law and the English courts shall have exclusive jurisdiction in respect of such contract.
16.2 Any contract made under these conditions where the return address on the order is situated in Scotland shall be governed by and construed under Scottish law and the Scottish courts shall have exclusive jurisdiction in respect of such contract.
16.3 If you are more than one person, each of you has joint and several obligations under these conditions.
16.4 If any of these conditions are unenforceable as drafted it will not affect the enforceability of any other of these conditions and if it would be enforceable if amended, it will be treated as so amended.
16.5 We may treat you as insolvent if:
16.5.1 you are unable to pay your debts as they fall due; or
a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium or bankruptcy);
b) any application or proposal for any formal insolvency procedure; or
c) any application, procedure or proposal overseas with similar effect or purpose
16.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.7 Any notice by either of us which is to be served under these conditions may be served by leaving it at or by delivering it to (by first class post or by fax) the others registered office or principal place of business. All such notices must be signed by an authorised signatory.
16.8 Unless expressly agreed otherwise if the contract is governed by the laws of England and Wales pursuant to condition 16.1 no contract between us will create any right enforceable (by virtue of the contracts (rights or third parties) Act 1999) by any person not identified as the buyer or the seller.
16.9 Unless expressly agreed otherwise if the contract is governed by the laws of Scotland pursuant to condition 16.2 no contract between us will create any right enforceable by any person not identified as the buyer or the seller.
16.10 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either contained in our estimate (or any covering letter) and not withdrawn before the contract is made or which expressly state that you may rely on them when entering into the contract.
16.11 Nothing in these conditions affects or limits our liability for fraudulent misrepresentation.
17. Cookies Policy
XG uses Google Analytics on our website to help us understand the traffic we get on our website. Social media cookies are also used to let the social media buttons (like Facebook and Twitter) work. Xtreme Graphics is a leading UK graphics digital printing company for large format printing, fabric and PVC banner printing and a wide range of event and display graphics and hardware systems.