Terms and Conditions of Trading

X-Seal Limited

No servant or Agent of X-Seal Ltd (‘the Company’) other than a Director has the authority to bind the Company to any departure from these standard terms and conditions of trading all of which shall apply where the context so admits unless specifically agreed otherwise in writing.

1. Acceptance: Quotations given by the Company are not offers capable of acceptance by the Purchaser. There shall be no binding contract until written acceptance of the Purchaser’s order by the Company, that acceptance being subject to any additional terms as stated therein and otherwise on and subject to these terms and conditions which shall supersede all other conditions previously made or that the Purchaser may seek to impose.
2. Illustrations: Descriptions and performance capabilities stated in any of the Company’s catalogues, brochures or statements (written or oral) made by any representative of the Company are provided to give the Purchaser a general picture or description of the product concerned and do not form the basis of any contractual liability. Any performance figures given by the Company are such as the Company would expect products to achieve in normal operating conditions.
3. Price: Unless otherwise confirmed in writing all prices stated are ex-works and the Purchaser shall bear the cost of all packaging, carriage, insurance and other charges associated with delivering products. All prices are subject to Value Added Tax and any other government duty or tax application, which shall be borne by the Purchaser. Any extra costs incurred by the Company by reason of the Purchaser’s failure to supply adequate information or requesting any amendments to the process specification or by reason of any other default on the part of the Purchaser shall be added to the contract price.
4. Payment: Unless otherwise stated settlement shall be strictly 30 days from the date of the invoice. Non-payment on or before the due date (time being of the essence) shall entitle the Company without prejudice to any other rights to: (a) suspend any further deliveries of the Products whether under this contract or not. (b) repossess the Products the Purchaser granting the Company all necessary access and (c) charge interest (as well after judgement as before) on all outstanding accounts at the rate of 2% above bank rate. Unless otherwise agreed all payment shall be made in Sterling to a bank account nominated by the Company. The Purchaser shall not be entitled to delay payment of the price or any part thereof by reason of any counterclaim or set off against the Company.
5. Distance selling: For online, mail and phone orders of Products, the Purchaser is entitled to request a refund within 14 days of receiving the Product. The Product must be returned unused in the original unopened Product packaging within 14 days of requesting a refund at the Purchaser’s expense to receive the Product refund at the purchase price.
6. Delivery: (a) Delay in delivery will not give the Purchaser the right to cancel the order nor will the Company be responsible for any loss, damage or expense resulting from such delay, unless caused by the Company’s proven negligence. (b) Delivery dates given are ex-works and unless otherwise agreed shall be calculated from the date of acceptance of the order, or if later, of receipt by the Company of sufficient information to enable the Company to action the order, or order materials(as the case may be). The Company reserves the right to deliver Products by instalments. (c) If the Purchaser is unwilling or unable to accept delivery at the location stated on the order form or fails to give adequate instructions as to deliver the Company shall have the right to charge the Purchaser for all storage, handling, insurance and transportation cost incurred in respect of the Products which shall be at the Purchaser’s risk. In no event shall this condition operate to relieve the Purchaser making payments as though such default or delay had not occurred.
7. Shortages, Damage and non-Delivery: (a) The Purchaser shall advise the Company of shortages of delivery or damage to Products within three days of delivery, specifying the shortage or damage alleged and provided always that the Delivery Note is marked “unexamined”, otherwise Products shall be deemed accepted. In no case will the Purchaser be entitled to reject Products on the grounds of shortage. (b) The Company shall not be liable for non-delivery of Products unless the Purchaser notifies the Company to this effect within ten days of signing the Company’s delivery. (c) Where Products have been consigned by a third party carrier, the Purchaser shall comply in all respects with that carrier’s conditions for notifying claims. (d) The Company shall be afforded reasonable opportunity to inspect on site any Product which is the subject of a complaint the outcome of which will be at Company’s discretion. Any complaint will not constitute a ground for cancellation of the contract.
8. Risk: All Products handled by the Company shall be at the Purchaser’s risk on and from collection or despatch from the Company’s premises as the case may be. Where the Purchaser refuses to accept delivery Products shall nevertheless thereafter be at the Purchaser’s risk.
9. Lien: The Company will have a general lien on any of the property of the Purchaser in the Company’s possession in respect of any sums due to the Company from the Purchaser whether by way of debt or damage and whether or not in respect of the particular agreement to which these conditions refer.
10. Trade Marks and Patents: (a) No statements or undertakings, express or implied, shall be deemed to confer any rights upon the Purchaser concerning the use of the Company’s Trade Marks, Trade Names and Patents except as agreed in writing by the Company. (b) Where Products are made or adapted by the Company in accordance with the Purchaser’s specifications, the Purchaser shall indemnify the Company against all costs, claims and expenses incurred by the Company in respect of any infringement or alleged infringement by those Products of any patents, registered designs, trademarks or other rights belonging to third parties.
11. Warranty: (a) The Company shall not be required to bear any liability or expense greater than the actually quoted price for the said process. (b) Figures for the performance of Products are based on the Company’s experience and are such as the Company expects to obtain on testing products in normal condition, subject to reasonable tolerances. Further, the Company shall be under no liability under these or any other warranties if the total price for the Processing has not been paid by the due date for payment.
    (c) THE COMPANY’S WARRANTY LIABILITY SHALL BE STRICTLY AS STATED IN THIS CLAUSE AND IN NO CIRCUMSTANCES DOES THE COMPANY ACCEPT LIABILITY FOR ANY OTHER DIRECT OR INDIRECT LOSS OR DAMAGE, CONSEQUENTIAL OR OTHERWISE AND SO FAR AS PERMITTED BY LAW. THE COMPANY’S LIABILITY AS STATED UNDER THESE CONDITIONS SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED AND WHETHER BY STATUTE OR OTHERWISE. IF HOWEVER ANY PART OF THIS CONDITION IS HELD BY ANY COURT OR TRIBUNAL TO BE UNENFORCEABLE OR VOID, THIS SHALL NOT AFFECT ANY OTHER PART OF THIS CONTRACT WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
12. Process acceptability. It is for the purchaser to be satisfied beyond reasonable doubt of the suitability of any process or products offered by the Company complies with the needs of the purchaser. Whilst the Company will offer advice no guarantee will be implied or assumed by the Purchaser of the Company and its products.
13. Sub-Contracting: The Company reserves the right to sub-contract the whole or any part of this contract of which neither the burden nor the benefit may be assigned by the Purchaser without the prior written consent of the Company.
14. Termination/Suspension: (a) The Company reserves the right to cancel any order or to suspend delivery of any Product to the Purchaser if compelled to do so by reason beyond the Company’s reasonable control or in the event of failure by the Purchaser to pay when due any outstanding sum to the Company or if the Company is reasonably of the opinion that the Purchaser is not or will not be able to meet its financial commitments to the Company. (b) Any such suspension of delivery or termination of this contract by the Company shall be without prejudice to any other right which the Company may have against the Purchaser. (c) The Company reserves the right to refuse purported cancellation of any order or part thereof and to demand full payment of the price for the same although the Company may in its sole discretion accept any cancellation upon such terms as it thinks fit.
15. Force Majeure: (a) If either party is affected by force majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
    (b) Notwithstanding any other terms hereof neither party shall be deemed to be in breach of these conditions or otherwise liable to the other of them for any delay in performance or non-performance of any obligation under these conditions to the extent that the same is due to any force majeure of which notice has been given to the other party and the time for performance of that obligation shall be extended accordingly.
16. Notices: All notices relating to Products supplied under these conditions shall be in writing and delivered to the addressee at its address shown in the contract or at its last known business address notified to the sender.
17. Governing Law: This contract is governed by the laws of England and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the English Courts.