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Terms And Conditions
Terms and Conditions of Consultation, sales, and installation – XENCO Living Limited
- Interpretation
1.1. In these conditions the following definitions shall apply:
“Company” Xenco Living Limited;
“Contract” the contract between the Company and the Client for
the sale, purchase, and installation of Goods;
“Client” the company, firm or sole trader from whom an order is
received;
“Goods” the goods or services agreed in the Contract to be supplied to the
Client by the Company including (where the context
so, permits) services;
“Specification” the specification for the Goods as stated in the Company’s
technical literature or as otherwise agreed in writing
between the Company and the Client.
1.2. The headings of conditions are for convenience only and shall not affect their interpretation.
1.3. References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
2. Quotations, Contracts and Variations
2.1. Quotations by the Company are subject to alteration or withdrawal at any time without notice but unless previously withdrawn shall be open for consideration by the Client for thirty (30) days (or another period therein stated) from the date of the quotation.
2.2. These conditions shall be incorporated in all Contracts by the Company to the exclusion of any terms and conditions referred to by the Client. Acceptance of any delivery or performance by or on behalf of the Client shall, in any event, be conclusive evidence of the Customer’s acceptance of these conditions.
2.3. Each contract supersedes all previous oral or written communications between the Company and the Client not expressly referred to in any written acknowledgement by the Company of the Client's order and the Company does not authorize the giving of representations on its behalf by any persons unless confirmed on writing and signed by the Company’s Director.
2.4. No amendment of any Contract or these conditions shall bind the Company unless in writing and signed by the Company’s Director.
2.5. No Contract shall constitute a sale by sample not with-standing that any products may have been exhibited to or inspected by the Client.
2.6 Accepting Quotations
When you accept a quotation provided by the Company, it is understood that the quoted price is subject to change under certain circumstances. These circumstances may include, but are not limited to, the following:
2.6.1 Price Adjustments:
The quoted price may be subject to adjustment if the costs incurred by the Company change due to external factors, such as changes in supplier prices, fluctuations in currency exchange rates, or unforeseen changes in project requirements.
2.6.2 Additional Work:
In cases where additional work is required to complete the project successfully and such work was not initially specified in the quotation, the final price may be adjusted to account for the extra labor, materials, and other resources involved.
2.6.3 Unforeseen Circumstances:
The Company shall not be held responsible for delays, cost overruns, or changes in pricing due to circumstances beyond its control, including, but not limited to, acts of nature, government regulations, labor disputes, or any other force majeure events.
2.6.4 Client-Requested Changes:
If the Client requests changes or modifications to the project after the initial quotation has been accepted, the final price may be adjusted to account for the additional work or resources required.
2.6.5 Cost of Materials:
Fluctuations in the cost of materials, equipment, or other resources that are beyond the control of the Company may result in adjustments to the quoted price.
2.6.6 Communication of Changes:
Should any of the above circumstances arise, the Company will promptly inform the client of the proposed changes to the quotation and seek their approval before proceeding. No changes to the quotation will be implemented without the client's explicit agreement.
2.6.8 Written Confirmation:
Any adjustments to the quoted price, as well as the reasons for such adjustments, will be communicated to the client in writing. The client's written confirmation of acceptance of the adjusted quotation is required before any changes are implemented.
By accepting a quotation provided by the Company, you acknowledge and agree to the possibility of price adjustments based on the circumstances outlined above.
3. Prices
3.1. The Company’s prices exclude VAT where applicable and all other taxes or duties of whatsoever kind and unless otherwise agreed in writing by the Company are ex the Company’s works exclusive of packaging, carriage, insurance and delivery.
4. Payment
4.1.All amounts due to the Company under the Contract, unless otherwise agreed in writing by the Company, shall be payable in full in pounds sterling prior to dispatch.
4.2. In addition to any other rights of the Company, if the Company’s invoice is not paid in full in cleared funds when due:
4.2.1. interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) calculated on a daily basis at the rate of 4% over the base rate from time to time quoted by the Company’s bankers or, if greater, as determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.2.2. all other invoices, whether or not they are due for payment, shall become immediately due and payable; and
4.2.3. the Company reserves the right to apply amounts received first in settlement of interest on overdue debts and then of debts due beginning with the oldest.
The Client shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the Customer and any Goods in which title has been retained by the Company and such costs shall be due for payment immediately on the invoice.
4.3. The Company shall have the right at its discretion and without being required to give any reason, notwithstanding any agreement or arrangement with the customer or any contract which the client may have with a third party, without liability to the client, at any time, to exercise any one or more of the following rights, namely to:
4.3.1. withdraw or limit the amount of any credit granted to the Client;
4.3.2. require the price or charge for any Goods or Services be paid in advance; and
4.3.3. refrain from their delivery or performance until the price or charge has been so paid.
5. Delivery, Risk, Performance and Returns
5.1. Unless otherwise agreed in writing by the Company Goods shall be delivered and risk in them shall pass to the Client when they are made available to the Client at the Company’s works or other delivery point agreed in writing by the Company.
5.2. Where Goods are made available at a point other than the Company’s premises, delivery shall, unless otherwise agreed in writing by the Company be made by local courier and the Client shall be responsible for all receiving delivery.
5.3.The Company will endeavour to comply with any date for delivery proposed or finalising of work or confirmed by it but shall not be liable for any loss, damage or expense arising from any delay or failure in delivery or completion of work or performance from any cause whatsoever nor shall any such delay or failure entitle the Client to refuse to accept any delivery or performance or repudiate the Contract.
5.4. If the Company is unable to deliver:
5.4.1. as a result of incorrect instructions given to the Company by the Client;
5.4.2. because the courier is not available to unload the Goods within one hour of the delivery vehicle arriving at the delivery point;
5.4.3. because in the Company’s delivery driver’s absolute discretion he considers the road leading to the delivery point to be unsuitable for the delivery vehicle; or
5.4.4. because in the Company’s delivery driver’s absolute discretion, he considers the Client’s unloading equipment to be unsafe or unsuitable for taking delivery of the Goods from the delivery vehicle;
the delivery driver shall leave a calling card notifying the Client that the Goods have been returned to the Company’s depot, in which case, the Customer should contact the Company to arrange for the Customer to collect the Goods from the Company’s depot.
5.5. If the Client fails to take delivery of any Goods when tendered the Company at its discretion may exercise any or all the following rights namely to:
5.5.1. store the Goods at the risk of the Client and the Client acknowledges that, given the nature of the Goods, they may deteriorate whilst in storage. If the Goods do so, deteriorate the Company shall be
entitled, without liability to the Client, to dispose of the Goods at the Client’s cost and expense;
5.5.2. require the Client to pay all storage, transportation, handling or other charges (including expenses in connection with the delay or detention of vehicles and expenses incurred by the Company if, in its absolute discretion, it takes steps to maintain the Goods whilst in storage) incurred by the Company as a result of such failure; and
5.5.3. require the Customer to pay for the Goods as though delivery or performance had been completed.
5.6 Should the Client not be satisfied with their purchase from the Company, then the Customer is entitled to a full exchange or refund within 7 days of placing the Order. Customers are required to notify the Company via e-mail – tomgodleman@xencoliving.com, or by phoning 07885972968. The Company will require the Client's full name and Order Number that was e-mailed upon completion of the initial invoice.
The client will then arrange for Goods to be returned to the Company, note the Company is not responsible or liable for reimbursing for Goods to be returned to the Company.
Should the Goods be received in a faulty or damaged condition then it is the Client's responsibility to provide the Company with photos of their condition where a member of the Company’s dispatch team will be in touch to arrange necessary next steps. The Company requires the client to notify the Company of any issues with delivery, damages, returns or similar within 7 days of invoice payment date.
6. Title
6.1.Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and not pass to the Client (who shall, nevertheless, subject to the conditions stated below, be entitled to resell them as principal only and to use them in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts for any other goods or services owed to it by the Customer on any account.
6.2. Until title passes the Company shall be entitled at any time on demand to:
6.2.1. repossess and sell all or any of the Goods and thereby terminate (without any liability to the Client) the Client’s right to use and sell them; and
6.2.2. enter any premises where the Goods are located to inspect or repossess them.
6.3. The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although the title in them has not passed to the Client.
6.4. The Company transfers to the Client only such title and rights of use as the Company has in any Goods and in the case of items provided by any third party shall transfer only such title and rights as that party has and has transferred to the Company.
- Shortages, Lost or Damaged Goods
7.1. If on delivery any Goods are missing, lost or damaged the Company will at its own expense make good the discrepancy within a reasonable period by replacement in its discretion, or, at its option, allowing credit for their invoice value.
7.2. The Client shall have no claim for shortages, loss or damage in transit unless the Client notified the Company in writing of such claim within 7 days of delivery, or the case of non-delivery, within 14 days of receipt of the invoice.;
- Defects and Quality of Work
8.1. The Company warrants that on delivery the Goods will conform in all material respects with the Specification.
8.2. All the Company’s Goods are offered on the basis that the Client has taken all reasonable measures to confirm their suitability for the Client’s particular purpose.
8.3.Except as expressly provided in these conditions or as otherwise specified or agreed in writing by the Company, the Company accepts no liability, express or implied, for any life or wear of any Goods or the quality or suitability for any particular purpose or use under specific conditions (whether or not known to the Company) of any Goods.
8.4. The Company shall have no liability for:
8.4.1. any Goods which have been installed, used, maintained, adjusted or stored otherwise than by the Company or in accordance with its recommendations (or the recommendations of any supplier of any item with which the Goods are used) or have suffered any misuse, neglect or accident;
8.4.2. any Goods which have been modified or interfered with in any way or in or with regard to which any part not of the Company’s supply has been used without the Company’s prior written approval or the Client has failed to carry out any modification or improvement recommended by the Company;
8.4.3. any costs (including labour) of removing any Goods forming the subject of any claim which has been accepted by the Company or the refitting of any repaired or replacement items or any taxes, duties or similar charges payable in connection with the transportation to the Client of any replacement parts;
8.4.4. any discrepancy which results from any design, specification, advice, information, details or materials (including “free-issue” items) supplied by or on behalf of the Client; or
8.4.5. any consumable parts or items.
8.5. The Company shall not be liable for a breach of the warranty in condition 8.1 unless:
8.5.1. the Client gives written notice of the defect immediately upon it becoming apparent and in any event within 21 working days after delivery;
8.5.2. all monies due from the Client have been paid in full; and
8.5.3. the Company is given a reasonable opportunity and facilities for the investigation of any claim
8.6. Subject to conditions 8.4 and 8.5, if any of the Goods do not conform with the warranty in condition 8.1 the Company shall, at its option, at its own expense replace such Goods or refund the price of the Goods.
8.7. If the Company complies with condition 8.6 it shall have no further liability for a breach of the warranty in condition 8.1 in respect of such Goods.
8.8. These conditions shall apply to any replacement Goods supplied by the Company and all periods referred to in this condition 8 shall, in respect of the replacement Goods, run from the date of delivery of the replacement Goods.
8.9 The Company shall not be liable for any remedial works required which were unforeseen and not from the fault of the Company. This includes damages and faults caused by contractors both; a) Caused during works and b) Caused during previous works linked or not linked to the current project.
8.9.1 The Company will not be liable for additional or corrective works required to facilitate a change in appliance. This includes; a) The Client wishes to change the appliance, product or previously agreed work or b) the appliance or work is no longer feasible due to extenuating circumstances unbeknownst to the Company.
9. Extent of Liability
9.1. Except as provided in condition 8, subject to condition 11.2:
9.1.1. the Company shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with any contract for the supply of Goods; and
9.1.2. the Company shall in no circumstances have any liability for:
9.1.2.1. any economic loss (whether direct or indirect), including but not limited to wasted time or expenditure, loss of profits, production, business revenue or goodwill; and
9.1.2.2. any indirect, special or consequential loss damage, costs or expenses.
9.2. Nothing in these conditions shall operate to exclude the Company’s liability for:
9.2.1. death or personal injury resulting from its negligence or the negligence of its employees whilst acting in the course of their employment;
9.2.2. fraud or fraudulent misrepresentation on the part of the Company or any of its employees whilst acting in the course of their employment; or
9.2.3. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
9.3. Any claim by the Client or acceptance of liability by the Company in respect of any Goods shall not entitle the Client to reject or refuse to pay for any other Goods comprised in the Contract or any other contract between the Company and the Customer.
9.4. Subject to condition 10.2 the Customer shall indemnify the Company against any claim in respect of the Goods by any third party.
9.5. The Customer shall be responsible for and shall indemnify and hold harmless the Company against any and all claims, proceedings, costs, damages, liabilities and expenses incurred or suffered by the Company arising from any instructions, data, drawings, specifications, tooling, equipment, materials (including “free-issue” items), services or other items supplied by or on behalf of the Client to the Company or from any failure to supply the same or any inaccuracy, insufficiency or default in them or from any infringement or alleged infringement of the rights of any third party resulting from the Company’s use of any of the foregoing items.
10. Cancellation
The acceptance of any request by the Client to cancel a Contract shall be at the Company’s discretion and take effect only when written confirmation of such acceptance has been given by the Company.
11. Termination or Suspension
11.1. The Company may at its discretion and without liability to the Client suspend its performance or (whether performance has been previously suspended) terminate the Contract by notice in writing where:
11.1.1. the Client fails to make any payment when or as due or otherwise defaults in any of its obligations under the Contract or any other contract for the supply of goods or services between the Company and the Client;
11.1.2. is unable to pay its debts in the ordinary course of business, has a receiver, manager, administrator, administrative receiver or trustee in bankruptcy (as the case may be) appointed for all or any part of its undertaking, assets or income;
11.1.3. has a resolution passed or a petition presented to any court for its winding up (compulsorily or voluntarily);
11.1.4. enters into a composition or arrangement with its creditors (whether formal or informal);
11.1.5. has any distraint or execution levied on any of its assets;
11.1.6. suffers any like any of the foregoing in any jurisdiction;
11.1.7. ceases to trade; or
11.1.8. the Company bona fide believes that any of the foregoing matters may occur.
12. General
12.1. The Company may at its discretion sub-contract all or any of its obligations under the Contract, but the Contract shall not be assigned by the Client without the Company’s prior written consent.
12.2. The Client shall treat the Contract and all information which it acquires thereunder which might reasonably be considered to be confidential as confidential.
12.3. Neither party shall be liable to the other for any delay or other failure to perform any of its obligations under the Contract resulting from any cause whatsoever beyond its reasonable control and the party concerned shall be entitled to an extension of time for performance by the period of any such delay.
12.4. Each right or remedy of the Company is without prejudice to any other right or remedy of the Company whether under the Contract or otherwise.
12.5. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12.6. No right is granted to any third party to enforce any rights relating to the Contract.
12.7. If any provision or part-provision of the Contract is or becomes invalid or unenforceable, that provision or part-provision shall, to the extent required be deemed to be deleted. Such invalidity or unenforceability shall not affect the validity and enforceability of the rest of the Contract.
12.8. No failure or delay by the Company in enforcing or partially enforcing any provision
of the Contract will be construed as a waiver of its rights under the Contract.
13. Notices
Any notice to be given to either party shall be in writing and (i) if sent by first class pre-paid post to the receiving party at its business address as last notified in writing to the other party shall be deemed to have been given on the second working day following the date of posting or (ii) if sent by fax or email shall be deemed to have been given on the date of the fax or email provided that a hard copy of the notice is sent on the same day by pre-paid first class post (except that if sent on a non-working day or after 5 pm on any working day shall be deemed received on the next working day).
14. Law and Jurisdiction
The Contract shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts.
Company no.12843222