XWAME GROUP LTD Terms & Conditions
These terms and conditions will apply to all service activities and goods provided by XWAME GROUP LTD (and trading as brands MS Tech Solutions, MS Lab Systems and i4 CNC). Variations will not be valid unless signed by the Managing Director.
"Client" – means the person, firm, company, university or organisation who or which has agreed to purchase Goods and/or Services from XWAME GROUP LTD.
"Company" – means the operating unit of XWAME GROUP LTD, persons, named on the header of this page.
"Price" – means the price stated in the quotation (whether written or verbal) of which these conditions form part.
"Contract" - means a contract for the sale and purpose of Goods and/or Services between XWAME GROUP LTD and the Client.
"Services" - means Services or Goods agreed to be provided by the Company.
1. THE SERVICES
1.1 XWAME GROUP LTD shall make all reasonable efforts to supply the Goods or Services by the date agreed (if any) but does not guarantee such a date that is given by way of estimate only. All Contracts are accepted by XWAME GROUP LTD on the basis that full disclosure is made by the Client of all information and documentation which may affect such work. All such information shall be maintained by XWAME GROUP LTD in strict confidence.
1.2 Upon the completion of the supply of Services under agreement, XWAME GROUP LTD shall, if required, return to the Client any documents that it has received in connection with the Agreement.
1.3 A Contract shall be established when an order is received from the Client and is accepted in writing by XWAME GROUP LTD or, if earlier, on the acceptance by the Client, without amendment, of any valid quotation issued by XWAME GROUP LTD.
1.4 XWAME GROUP LTD will carry out such work as agreed in the Contract with the Client.
2. PRICE and PAYMENT
XWAME GROUP LTD agrees to provide the above Goods or Service on the basis that:
2.1 The quotation constitutes an offer by XWAME GROUP LTD to provide Goods or Service and/or carry out a Service subject to the conditions and is open for acceptance for 30 days from the date issued unless previously withdrawn by XWAME GROUP LTD or other such period as may be stated.
2.2 The price is based on the information available to XWAME GROUP LTD at the date of the quotation but exclusive of value added or other taxes except where stated otherwise. Prices shall not include handling, freight, and packaging. Insurance or similar costs, for which an additional charge will be made where applicable. In particular. A handling charge may be made for small orders.
2.3 XWAME GROUP LTD will not modified quoted prices at any time before delivery to the Client unless to reflect (a) any changes to its costs resulting from any alteration in or addition to the buyer's requirements or (b) any changes in external costs, charges, duties or taxes arising in relation in the provision of the Goods or Services which are outside the control of XWAME GROUP LTD.
2.4 Unless otherwise stated, payments are due into such bank account as may be designated by XWAME GROUP LTD without set-off or counterclaim in United Kingdom Sterling in immediately available funds within thirty days from the date of the invoice. The exception to this is payment for annual service contracts which require payment by the Client before the commencement of the work defined in
2.5 XWAME GROUP LTD reserves the right to apply a surcharge of 2% per month for overdue accounts. Payment by cheque or other negotiable instrument is ineffective until it is honoured and XWAME GROUP LTD has been credited with the amount due.
2.6 XWAME GROUP LTD will charge a restocking fee set at a maximum of 20% of invoiced value for goods which, following agreement between XWAME GROUP LTD and the Client, were supplied in good faith and were later returned as being unused and in the same condition as supplied. Where goods were provided by XWAME GROUP LTD as an exchange item, then providing that such exchanged items are returned with 15 days of receipt by the client of the new item then the agreed lower exchange price will be applicable. If returned after 15 days, then XWAME GROUP LTD reserves the right to charge the greater full parts price.
2.7 Parts supplied that are deemed to be faulty (i.e. Out of box failures). They may be return to XWAME GROUP LTD for a free replacement with 15 days of delivery.
2.8 All Goods remain the property of XWAME GROUP LTD until full payment has been received.
2.9 All Goods supplied under a contract shall be at the Clients risk on delivery.
2.10 Full legal and equitable title and interest in consumables shall pass the Client on delivery.
2.11 Where XWAME GROUP LTD enters into an agreement to provide full service cover to the Client, parts will be provided at no additional cost to the client with the following exceptions;-
(a) accidental or malicious damage by Client staff or third parties not employed
by XWAME GROUP LTD
(b) Client provided in-house services eg; water, gas, compressed air.
(c) Damage resulting from the deliberate misuse, neglect or unfamiliarity with routine operation.
(d) Other items as detailed in 'Consumable items' section below.
3.1 XWAME GROUP LTD reserves the right to modify the Goods or Service to comply with statutory or EU relegations, to improve capability or performance, or to supply Goods or Service of equivalent performance if those requested are no longer available.
3.2 XWAME GROUP LTD reserves the right to make any change on prior notice in the specification of any Goods or Service which does not materially affect the use, installation, performance or price thereof.
The Client shall confirm or cancel any order promptly on receipt of such notice.
3.3 XWAME GROUP LTD reserves the right to make any change on prior notice to the specification of any Services to be provided, which does not materially affect the value or that service to the Client. The Client shall confirm or cancel any order promptly on receipt of such notice.
3.4 Without prejudice to the rights of the Client, Goods may only be returned with XWAME GROUP LTD's prior consent.
4. DELIVERY of GOODS or SERVICES
4.1 Delivery of Goods or Services under a Contract shall be deemed to take place at XWAME GROUP LTD premises, irrespective of the party arranging delivery to the Client.
4.2 Delivery of Goods to the Client is not included in the price and will be shown separately on the Invoice from XWAME GROUP LTD.
4.3 In the event of late delivery of Goods or Service by XWAME GROUP LTD will not be cause for cancellation nor will XWAME GROUP LTD be liable for direct, consequential or economic loss due to delay in delivery.
4.4 The Client shall notify XWAME GROUP LTD within 5 working days in the writing of any short delivery or defects in respect of Goods or Service reasonably discoverable on careful examination. XWAME GROUP LTD's sole obligation shall be, at its option, to replace or give a refund in respect of any defective Goods or Service or refund the purchase price of any undelivered Goods or Service.
4.5 If one week after XWAME GROUP LTD has notified the Client that the Goods or Service are ready for delivery, for any reason the Client will not accept delivery of goods, or XWAME GROUP LTD is unable to deliver the Goods or Service because the Client has not proved appropriate instructions, documents, license or authorisation, then:-
(a) the risk in any Goods or Service will thereupon pass to the Client
(b) the Goods or Service will be deemed to have been delivered and
(c ) XWAME GROUP LTD may store the Goods or delay the Service until delivery and the Client shall be responsible for all related costs, including, without limitation, all costs for storage and instructions.
5. CANCELLATION of CONTRACT
5.1 In the event that an order for Goods or Services is cancelled prior to delivery or performance the Client shall be liable to reimburse XWAME GROUP LTD for the larger of (a) the costs incurred or committed to the date of cancellation and (b) administration fee of £100.00 or such fee as may be specified in relation to the Contract in question.
Where XWAME GROUP LTD is to provide Services to the Client at its premises the Client shall ensure that adequate and safe facilities exist at its premises and that XWAME GROUP LTD is properly notified of any relevant regulations or health and safety requirements.
7.1 Goods- XWAME GROUP LTD warrants that its consumables meet XWAME GROUP LTD's specifications at the time of shipment. All warranty claims on consumables must be made within 30 days of receipt of the consumables. XWAME GROUP LTD's sole liability and Clients exclusive remedy for a breach of this warranty is limited to replacement or refund of the defective consumables at the sole option of XWAME GROUP LTD.
7.2 Services- XWAME GROUP LTD warrants that all Services will be carried out with reasonable care and skill. XWAME GROUP LTD's sole liability for breach of this warranty shall be its option to give credit for (provided that no such credit shall exceed the value of any monies received under the same Contract by XWAME GROUP LTD) or re-perform the Services in question. This warranty shall only extend for a period of 90 days after the completion of the relevant part of the Services.
7.3 All other warranties, representations, terms and conditions (statutory- express, implied or otherwise) as to quality, condition, description, merchantability or fitness for purpose of Goods or Services (except for the implied warranty of title) are herby expressly excluded, as are all other warranties, representations, terms and conditions (statutory, express, implied or otherwise) in respect of the quality of timeliness of the provision of Services.
8. LIABILITIES of XWAME GROUP LTD
(a) XWAME GROUP LTD's total liability (if any) to the Client (excepting always liabilities in respect to personal injury or death, or any liability imposed on XWAME GROUP LTD by Part 1 of the Consumer Protection Act (1987) of for fraud), whether in contract, defect, quasi defect or otherwise in respect of any loss, direct, indirect or consequential, or damage (howsoever caused) directly or indirectly arising from any breach of Contract, or from any negligent act or omission of XWAME GROUP LTD or its servants, agents or contractors or from any breach by XWAME GROUP LTD or its foresaids of any duty owed to the Client in connection with the Contract shall be limited to the price.
(b) All Services are taken in good faith, to a reasonable standard of care and on a confidential basis. Reports are issued on the basis of information known to XWAME GROUP LTD at the time the Services are carried out.
(c) XWAME GROUP LTD's obligations and liabilities to the Client in respect of the Services shall be limited to those set out expressly herein and where the Agreement is not an international supply contract within section 26(3) of the Unfair Contract Terms Act 1977, to any liability for death or personal injury from negligence (as defined in that Act)/ The Client acknowledges that this is reasonable and reflected in the price and shall accept risk and/or insure accordingly.
(d) Subject to and without limiting (a), (b) and (c) above, no collateral contract and no representation, warranty, condition, stipulation, liability obligation whatsoever (without limitation whether arising (a) in contract, tort [including negligence] or otherwise; or (b) expressly, impliedly, at common law, by statute, custom, usage or course of dealing or otherwise is given, made or undertaken by XWAME GROUP LTD or its employees or agents in relation to the Services.
(e) Subject to and without limiting (a), (b), (c) and (d) above:
i. XWAME GROUP LTD shall not be liable to the Client for any loss, injury, or damage of any nature whatsoever whether direct or consequential arising out of or in connection with any Service supplied; and
ii. The Client shall not rely upon any representation concerning any Services supplied unless the same shall have been made by XWAME GROUP LTD in writing.
9. HEALTH & SAFETY, WASTE & PROPER OPERATION
The Client shall be responsible for ensuring that;-
(a) The goods as specified are safe and appropriate for the Client's intended use.
(b) The goods are handled in a safe manner and
(c) Any waste originations from the goods is disposed of in accordance with any relevant regulations.
(d) The customer acknowledges that mass spectrometry instrumentation, nitrogen generators, noise reduction units and any other laboratory accessories are affected by environmental conditions. XWAME GROUP LTD will accept no responsibility for damage to and loss of performance of equipment if products purchased from XWAME GROUP LTD are not stored and used in temperature regulated conditions in accordance with HSE.
(e) Any product purchased from XWAME GROUP LTD found to be operating in an environment without temperature regulation will as such void the warranty.
Except where the claim arises as a result of the negligence of XWAME GROUP LTD the Client shall identify XWAME GROUP LTD in respect of any claim which mat be made against XWAME GROUP LTD arising in connection with the Clients use of any Goods supplied or the results of any Services.
Should the Client make default in any payment or otherwise breach of its obligation to XWAME GROUP LTD under this contract or under any other contract with XWAME GROUP LTD or compound with or execute an assignment for benefit of its creditors or commit any act of bankruptcy or being a company or organisation, enter into voluntary or compulsory liquidation or suffer a receiver, administrative receiver or administrator to be appointed over all or any of its assets or take any similar action in consequence of debt or become insolvent or should XWAME GROUP LTD have any reasonable cause to believe that any of these events is likely to occur, XWAME GROUP LTD may, by notice in writing to the Client and without prejudice to any other rights forthwith suspend or cancel any uncompleted part of this Contract or require payment in advance of satisfactory security for further delivery of Services under this Contract.
12. FORCE MAJEURE
In the event that the performance of the Agreement is rendered uneconomic, prevented or delayed as a result of war, hostilities, acts of God, industrial unrest, civil disturbance, the act of any local or national government or authority (whether in the United Kingdom or abroad), shortage or unavailability of raw materials, equipment, labour or fuel or any other cause beyond the reasonable control of XWAME GROUP LTD, XWAME GROUP LTD may by written notice to the Client at their discretion either cancel the Agreement or suspend or postpone performance of it with no liability on either side.
(a) The failure by XWAME GROUP LTD to enforce at any time any one or more of the terms or conditions of this agreement shall not amount to a waiver by XWAME GROUP LTD of its rights at any time subsequently to enforce such a term or condition.
(b) If any provision of this agreement is declared by any judicial or other component authority to be, voidable, illegal or otherwise unenforceable this shall not affect the remainder of the contract, which shall continue in full force and effect. Any such provisions shall be declared to be voidable, illegal or otherwise unenforceable shall be amended such that the amended provision achieves the
intention of the Parties.
14. LAW and JURISDICTION
The Contract shall be governed by and constructed in accordance with the
laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
15. SERVICE CONTRACTS.
Total Assurance Plan:
Telephone Based Factory Support
The service plan will provide access to factory engineers & application specialist to assist in the diagnosis of instruments faults or issues associated with sample analysis. Progressing of fault diagnosis may necessitate an engineer visiting your laboratory, as occasionally it is not possible or appropriate to resolve the situation by telephone support.
Telephone support will be available at least during normal hours.
Preventative Maintenance Servicing
Annual preventative maintenance service visit(s). The visit duration will be between 1 & 3 days, either once or twice a year depending on the instrument type and individual quotation. To be carried out at a mutually convenient time within the contract term for instruments requiring only one annual visit.
Corrective Maintenance Visits
Unlimited Corrective Maintenance service visits will be provided as required. The contract fee will include all engineer, travelling time & expenses.
Customers IT intervention
A Job becomes chargeable when the cause of the visit is found to be due to the customer or there IT department changing the software on the PC, which causes the instrument not to function in the correct manner.
No additions or changes should be made to the software without XWAME GROUP LTD being informed first.
As a Total customer we guarantee to respond to your corrective maintenance requests within a maximum of two working days, where necessary. This is the highest level of guaranteed response available, but in many cases it may be possible to respond to call-outs the following day. If we fail to meet the guaranteed response commitment, as defined later, we will refund a proportion of the care plan fee.
There is no charge for any repairs to existing parts, replacement parts or carriage costs. Consumable parts are not included. A list of consumable parts can be found at the end of this document.
Where possible loan equipment will be made available in the event of unusually extensive testing being required or unforeseen repair delays.
1) Accidental or malicious damage.
2) Damage caused by the malfunction of Utilities- power, water chillers/circulators etc.
3) Consumable items and the degradation thereof.
4) Damage or faults which, in the opinion of XWAME Group Ltd have been caused by a third party not contracted to XWAME Group Ltd at the time the damage or fault occurred.
5) Damage resulting from deliberate misuse, neglect or unfamiliarity with routine operation.
6) Damage of or loss of performance due to storage or use in a location without environmental and temperature control
7) Obsolescence: Although XWAME GROUP LTD will endeavour to obtain all relevant parts to repair a unit it cannot be held responsible if an item is obsolete and therefore no longer manufactured or available on the second-hand market.
SERVICE CONTRACT NOMENCLATURE
Where necessary an engineer will visit your premises within the time period for 90% of all corrective maintenance visits. If we fail to uphold this guarantee then a proportion of your fee, as detailed below, will be refunded.
Providing the service call is recorded prior to 16:00 hours UK time & it is determined that an engineer is required, then XWAME Group Ltd guarantee to provide an engineer at your premises within the stated period, excluding weekends and UK public holidays..
Failure to comply with our response guarantee must be submitted in writing to XWAME Group Ltd, detailing any late response, within 96 hours of the event.
The following items are defined as "Consumables" and as such are not supplied free of charge under the terms and conditions of instrument warranty or service contracts. (Unless items are part of the standard PM spares Kit, or has been negotiated prior to the quotation being issued)
Heaters, thermocouples, filaments, inlet jets, Caesium iodide pellets, sample holders & targets, repellers, discharge electrodes, ion traps, source ceramics, prove tips, injectors / capillaries, septas, ferrules and all associated fixings.
Fuses, filters, cleaning equipment, tools and computer software media.
Oils, lubricants, molecular sieves, seals 'O' Rings, gaskets & associated vacuum components.
Fasteners, fixings, hoses, tubing and associated connectors.
Electron Multipliers & Micro channel plates
Toner & printing ink cartridges, printer ribbons & printer paper. Hard Disks, DAT tapes, optical disk drive media & floppy diskettes, CD-R/RW, DVD-R/RW or removable data storage media.