XL Global Group of Companies Terms & Conditions of Sale & Purchase

Acceptance of Orders
All contracts of sale or purchase made by XL Global Group or subsidiary Group company (“The Company”) shall be deemed to incorporate these Terms and Conditions which shall take precedence over any other documentation or communication from the party with whom the Company is dealing (“the Customer or the Supplier”). All orders are accepted and fulfilled subject to these conditions of sale unless otherwise varied by agreement in writing. These Terms and Conditions apply to all Company sales and purchases and any representations about the goods shall have no effect on this unless expressly agreed in writing and signed by a bona fide Company Director only. No other employee or contractor of any grade or title is able to “bind” the company. The Customer must ensure that the terms of its order and any applicable specifications are complete and accurate.

Goods are invoiced at the price ruling at the time of order. VAT will be added to all goods or services supplied at the rate in force at the date of the invoice. Invoices may be raised by the Company for part delivery or part completion of goods.

Unless otherwise agreed in writing by the Company, Invoices are due for payment strictly 30 days from date of invoice. No payment shall be deemed to have been received until the Company has received cleared funds. Time of payment shall be the essence in any contract under these Terms and Conditions and failure by the Customer to make payment on the due date shall entitle the Company to charge interest to the Customer at the rate of 3% above the base rate of The Bank of Scotland as determined from time to time and also to treat such failure as a repudiation of the whole contract and to recover from the Customer all monies due and damages for its breach of contract. The Customer shall make all payments due without any deduction whether by way of set-off, counterclaim, discount or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

Whilst every effort will be made to dispatch goods on time, no liability can be accepted by the Company for failure to deliver within the specified time The Company will accept no liability for shortages, damages to or non-delivery of goods. Delivery may at any time be withheld pending payment of any sum due from the Customer to the Company under any contract. If for any reason the Customer will not accept delivery of any of the goods when they are ready for delivery, or the Company is unable to deliver the goods on time because the Customer has not provided appropriate instructions, documents, licenses or authorizations, (1) risk in the goods will pass to the Customer (including for loss or damage caused by the Company’s negligence), (2) the goods will be deemed to have been delivered, (3) the Company may store the goods until delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).

No property or title to goods shall pass from the Company to the Customer unless and until the Customer has made full and complete payment to the Company for all sums due from the Customer in respect of the goods and the Customer shall indemnify the Company against any loss or damage to the goods prior to the passing of the property therein while on the Customer’s property. Until payment has been made the Customer shall not be entitled to sell lease or otherwise part with any unpaid goods or adapt them for any purpose other than that for which they were sold by the Company to the Customer. Furthermore the Company shall have a lien over goods of the Customer in respect of any unpaid debts by the Customer to the Company. The Customer’s right to possession of the goods shall terminate if the Customer a bankruptcy order made against him or makes an arrangement or composition with its creditors or otherwise takes the benefit of any Act for the time being in force in the relief of insolvent debtors or convenes a meeting of creditors or enters into liquidation or suffers or allows any execution to be levied on its property or is unable to pay its debt within the meaning of Section 123 of the Insolvency Act 1986 or cease to trade. The Customer grants to the Company its agents and employees an irrevocable license at any time to enter ant premises where the goods are or maybe stored in order to inspect them or, where the Customer’s right to possession has been terminated, to recover them.

Product Specification
Specification of the physical properties or performance capabilities of products supplied are subject to variation without notice to the Customer. The Company shall not accept any liability or be deemed to be in breech of contract where such variations are beyond the Company’s control. In the event that the Company is unable to supply goods as ordered by the Customer, the Company reserves the right to substitute goods of equal or superior quality, comparable to or compatible with the goods ordered at the same price.

Force Majeure
In the event that the Company is prevented from carrying out its obligations under a contract for Sale, as a result of any cause beyond its control. such as but not limited to acts of God, War, Strikes, Lock-outs, Flood and Failure of Third Parties to deliver goods the Company shall be relieved of its liabilities under such contract of sale.

Trade Name and Mark
Indications of trade names or marks shown in catalogues and other documentation are not restricted to indications of manufacture but may be indicative of general use or of systems, machines, etceteras associated with the use of such products.

Material Purchase Order (MPO) Cancellations or Returns
Undamaged, unopened and fully marketable goods may be returned by prior agreement of the Company who reserve the right to make a restocking charge. Where goods are obtained from a third party on behalf of or under instruction of the client in connection with an accepted Material Purchase Order, and cancellation and/or return charges may not be advised in advance and subsequently cancelled for any reason prior to delivery, the client will be responsible for all costs.

The company warrants that the equipment shall for (3) months from the date of delivery be free from defects in design, workmanship and materials (other than defects attributable to ordinary wear and tear) and, where applicable, shall meet the specifications referred to in the special conditions. This warranty is subject to the defective equipment being returned to the company’s works. Carriage charges for the return of goods to the company shall be at the customer’s cost. Also the company offers the original manufacturers warranty against faulty design materials or workmanship for hardware products. The manufacture of the products is the final arbiter in cases of dispute. The Company shall not be liable for a breach of this warranty if the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning or use or maintenance of the goods.

The Company’s Liability
Subject to the warranty provided above, this provision sets out the entire financial liability of the Company to the Customer in respect of (1) any breach of these terms & conditions, (2) any representation, statement or omission (including negligence) arising under or in connection with the relevant contract, All warranties, and other conditions implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from these Terms and Conditions and the contract. Nothing in these Terms and Conditions excludes or limits liability of the Company for death or personal injury caused by the Company’s negligenceor fraudulent misrepresentation. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING PROVSIONS. The Company shall under no circumstances whatsoever be liable for any indirect or consequential loss howsoever caused. The Company’s liability in respect of breach or non performance of any order shall be limited to the value of the goods to which the claim relates. The Customer shall identify the Company against all claims for infringements of any Third Party’s patent or other industrial or intellectual property rights and all costs and expenses incurred in connection there with arising from the execution of the Company’s order and furthermore shall identify the Company against all claims for personal injury, loss or damage to property brought against the Company by Third Parties in respect of the products, unless such injury, loss or damage is solely attribute to the negligence of the Company.

Applicable Law
Every contract to which these terms and conditions apply shall be construed in accordance with and governed in all aspects by the Law of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts. An individuals statutory rights are unaffected by any restrictions in the Company’s Guarantees, Warranties, or Terms and Conditions.

Project Purchase Order (PPO) Cancellation
If an accepted Project Purchase Order is cancelled by the client before delivery date, the company can invoice up to 100% of the total project price. The company reserves the right to charge a cancellation fee of up to the total remaining project fee if the project is cancelled at any time, including after agreed project milestone(s) but before the contract is completed/expires.

Each right and remedy of the Company under these Terms & Conditions is without prejudice to any other right or remedy of the Company. If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall to the extent of any such illegality, invalidity, voidness, unenforceability or unreasonableness be deemed severable and the remaining provisions of the terms and conditions and the remainder of such provisions shall continue in full force and effect. Failure or delay by the Company in enforcing any provision of these Terms & Conditions or any contract will not be construed as waiver of any of its rights.