We are XDS Computers Limited, a company registered in England and Wales under company number: 09416399. Our registered office is at: 6, Windmill Road, Worsley,Manchester, England, M28 3RP.
XDS Computers Terms and Conditions of Business
Please read and agree to these terms before placing your order. You may want to print a copy of these terms for future reference in case you need to make a warranty claim.
1 ) Interpretation In these Terms:
Client means the person for whom the Supplier has agreed to provide the Specified Service in accordance with these Terms
Contract means the contract for the provision of the Specified Service;
Document includes, in addition to any document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
Input Material means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service; Goods means any goods supplied or to be supplied by the Supplier to the Client;
Output Material means any Documents or other materials, and any data or other information provided by the Supplier relating to the Specified Service;
Personal Data means, in relation to any Client, or any representative of a Client who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Supplier) the Supplier can identify that Client or that representative, regardless of how and when that data is provided;
Price means the total charge for Supplies payable by the Client to the Supplier (excluding those charges relating to carriage, packing, insurance, debit/credit card surcharges or other miscellaneous expenses, all of which shall be calculated at the reasonable discretion of the Supplier and charged to the Client in addition to the Price) as shown in the Suppliers website or other published literature relating to the Specified Service from time to time;
Services means any services supplied or to be supplied by the Supplier to the Client;
Specification Sheet means the email to which these Terms may be appended and includes any letter, proposal, quote or estimate provided by the Supplier to the Client;
Specified Service means the Goods and/or Services to be provided by the Supplier for the Client and referred to in the Specification Sheet;
Supplier means XDS Computers Ltd (Company Registration Number 09416399) with its registered office at Suite 6, Westward House, Glebeland Road, Camberley, England, GU15 3DB and its authorised agents, assigns, employees and representatives.
Supplies means any Goods or Services Terms means the standard terms set out in this document and includes any special terms agreed in Writing between the Supplier and the Client.
The Terms forms part of an agreement between the Supplier and the Client and is a binding document. In the event of any conflict between the Terms and those of the Client (if any), these Terms shall prevail. Writing and any similar expression, includes facsimile transmission but not electronic mail or other forms of electronic communication
The headings in these Terms are for convenience only and shall not affect their interpretation.
1 ) Supply of the Specified Service
2.1 These Terms override and exclude any terms and conditions in or referred to in any negotiations or course of dealing between the Supplier and the Client.
2.2 All orders are accepted by the Supplier subject to and in accordance with these Terms. Written confirmation of telephone orders must be clearly marked as such. In default, the Supplier reserves the right to invoice the Client for any charges incurred as a consequence of a duplication of an order.
2.3 Subject to the Client complying with the provisions herein the Supplier shall provide the Specified Service to the Client subject to these Terms.
2.4 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the terms of the Contract.
2.5 The Client shall ensure the accuracy of all Input Material.
2.6 The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with the Suppliers current website or other published literature relating to the Specified Service from time to time subject to these Terms.
2.7 In the event of non-availability of any Services ordered by the Client, the Supplier has the right to substitute those Services for the closest functional equivalent services.
2.8 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client.
2.9 The Supplier may at any time without notifying the Client make any changes to the Specified Service which is necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
2.10 The Supplier operates a technical department providing the Client with an after sales service. The Client shall be required to quote the appropriate invoice number before any such service can be administered.
3 ) Prices and Payment
3.1 Subject to any special terms agreed, the Client shall pay the agreed price and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in the Suppliers sole discretion, are required as a result of the Clients instructions, lack of or cancellation of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 If the Client pays the Price by credit card no surcharge will be charged.
3.3 All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the rate applicable at the date of the Suppliers invoice.
3.4 The Supplier may invoice the Client following delivery of the Specified Service, or at other times agreed with the Client.
3.5 In the absence of any written agreement to the contrary, the Price and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) on the date the Suppliers invoice and time is to be of the essence in this regard.
3.6 The Supplier reserves the right to require the Client to produce details of a debit card at the time it places an order. The Supplier also reserves the right to use these details as a means of procuring payment of the Price at the time an order is placed.
3.7 If the Supplier accepts payment by credit card or a cheque which requires guarantee by a third party, an additional surcharge (details of which are available upon request) shall be payable by the Client in addition to all other amounts owing. The Client is liable for and shall pay any charges associated with the transfer of funds e.g. BACS, TT.
3.8 If the Goods are despatched in instalments, the Supplier reserves the right to produce an invoice in respect of each instalment and such invoice shall be payable by the Client in accordance with these Terms.
3.9 If the Contract provides for the Price to be payable by instalments, any default by the Client in meeting the agreed instalments shall cause the balance of the Price to be payable to the Supplier forthwith.
3.10 If payment is not made on or before the due date or the Client passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Client or an execution or distress is levied against the Client, the Supplier shall be entitled, without prejudice to any other right or remedy, to:
3.10.1 cancel the Contract or suspend any further provision of the Specified Service;
3.10.2 charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 % above the base rate of The Royal Bank of Scotland from the due date until the outstanding amount is paid in full
3.10.3 charge any administration fees, such fees to be added to the outstanding payment;
3.10.4 withhold or repossess any of the Clients equipment to which it has access;
3.10.5 retake possession of the Goods and for that purpose to enter upon any premises in which those Goods may be situated.
4) Inspection and Delivery
4.1 The Supplier will use all reasonable endeavours to deliver the Supplies to the Buyers nominated address by the estimated delivery date given to the Client, if any but in no circumstances shall it be liable to compensate the Client for non-delivery, non-performance or late delivery or performance.
4.2 Should the Client require the Goods to be delivered to a destination outside the United Kingdom, the Client shall be responsible for ensuring compliance with any regulations or legislation relating to the transit and import of goods (and at the Suppliers request, the Client shall provide satisfactory evidence of such compliance) and the Client shall indemnify the Supplier against any loss, damages, cost, expenses or other claims suffered or incurred by the Supplier in this regard.
4.3 The Supplier shall not be liable for any shortage or defect in the Supplies unless written notice is given to the Supplier within 48 hours of delivery of the Supplies.
4.4 The quantity of the Supplies, shall be set out in the Specification Sheet save for any manifest error or omission.
4.5 The quantity of the Supplies, as recorded by the Supplier upon despatch from the Suppliers place of business, shall be conclusive evidence of the quantity received by the Client in delivery, unless the Client can provide conclusive evidence to the contrary.
4.6 If the Client is unable to collect or to accept delivery of the Goods at the time that they are available for collection or delivery, the Supplier reserves the right to store and insure the Goods at the Clients expense provided that the Client shall immediately be informed of the Suppliers intention to do so.
5) Returns and Cancellation
5.1 Goods are returned at the Clients risk and expense and shall be undamaged by the Client and in their original packaging. The Supplier will not accept the return of any Goods where the wrapping, packaging and/or seal has been broken. The Client is responsible for returning Goods to the Supplier and for providing proof of delivery of such return.
5.2 Prior to returning Goods to the Supplier, the Client shall contact the Supplier with the sales invoice number(s) and serial number(s), if relevant, on which the Goods were purchased. Upon verification by the Supplier, the Supplier shall issue a Returns Material Authorisation number (RMA), which shall be valid for a period of 14 days from the date of issue. The Clients failure to obtain a RMA number before returning any Goods will result in the return being rejected by the Supplier.
5.3 Goods that consist of software or are specially personalised, customized, adapted or constructed will not be refunded by the “seller”. These products have no right of cancellation. Please refer to section 28(3)(b) of the Consumer Contracts Regulations 2013 for more information.
5.4 Services ordered by the “buyer” with the products which include (but are not limited to) premium delivery options, premium warranty, production fast-track, professional wiring, noise reduction technology will not be refunded except were agreed by the “seller”.
5. 5 The Client authorises the Supplier to destroy or remove any data from any hard-drive returned by the Client to the Supplier. The Client acknowledges its responsibility for backing up its data and for the removal of any valued or sensitive data from any hard-drive or optical drive returned by the Client to the Supplier. The Supplier accepts no responsibility for any loss or damage caused to the Client as a consequence of the Clients failure to do so or for the Suppliers discovery, disclosure and/or loss of any of the Clients data.
5.6 Any Goods returned may be accepted at the discretion of the Supplier but will be subject to a minimum restocking fee of 10% of the invoice value of the Goods excluding VAT.
5.7 The Supplier reserves the right to amend its returns policy at any time.
5.8 In the event that the Client wishes to cancel an order subject to clause 6 below, the Client must communicate this desire to the Supplier at the first available opportunity and in any event within 7 days and must obtain from the Supplier a cancellation number.
5.9 In the event of a cancellation, the Supplier reserves the right to invoice the Client for the full Price, notwithstanding that the Specified Service may only have been undertaken in part or not at all.
6) Consumer Contract (Information, Cancellation and Additional Charges) Regulations
6.1 If the Client is buying as a ‘consumer’, as defined in the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013, as amended by from time to time, the Client may, provided he or she has taken reasonable care of the Goods, return the Goods within 14 days of their delivery and be repaid the price paid in respect of them.
6.2 To return Goods on this basis, the Client must notify the Supplier in writing and return the Goods together with all accessories, consumables, software and literature, in their original packaging, within the 14 day period to the Suppliers designated returns address.
6.3 Goods should be returned by express/recorded delivery courier service (depending upon the nature of the Goods being returned) with proof of posting and the Client is responsible for payment of all postage and/or courier costs.
6.4 In respect of certain Goods the Supplier may prefer to arrange collection itself and, if requested, the Client will allow the Supplier to collect the Goods or have them collected by a courier of the Suppliers choosing and will assist in the arrangements for the Goods collection. All reasonable costs of collection will be borne by the Client. The Client is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply with this condition, the Supplier will refund to the Client the price paid in respect of the Goods.
6.5 Term 6 shall not apply to proprietary software that has been unsealed by the Client. Nor shall Term 6 apply to proprietary software that has been unsealed by the Supplier on behalf of the Client in order for the software to be installed or otherwise processed in accordance with the Clients instructions, whether expressed or implied.
7. Performance and fitness for purpose In the absence of any warranty from the Supplier to the contrary, the responsibility for ensuring that the Supplies are sufficient and suitable for a particular purpose is the Client’s.
8) Consumer Contract (Information, Cancellation and Additional Charges) Regulations
8.1 In respect of Clients not buying us a consumer, the Goods shall be at the Clients risk as from the date of delivery being the date of dispatch of the Goods by the Supplier, the Client shall insure the Goods and keep them insured to their full value against theft, loss or damage by accident, fire and other risks usually covered by insurance in the nature of the business conducted by the Client, to the reasonable satisfaction of the Supplier and whenever reasonably requested to do so by the Supplier, the Client shall produce evidence of such insurance and evidence of such insurance having been denoted with the Suppliers interest in the Goods.
8.2 The ownership of the Goods supplied will pass to the Client once the Supplier has received (in cash or cleared funds) all sums due from the Client on any account whatsoever.
8.3 Until ownership passes to the Client, the Client must hold the Goods on a fiduciary basis as the Suppliers bailee and the Client may not pledge or in any way charge by way of security for any indebtedness any of the Goods.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Supplier, the Client may sell or use the Goods in the ordinary course of the Clients business at full market value for the account of the Supplier. Any such sale or dealing shall be a sale or use of the Suppliers property and the Client shall deal as principal when conducting such sales or dealings. Until title to the Goods passes to the Client, the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Supplier and shall not be mixed with any other money and shall at all times be identified as the Suppliers money.
9) Conditions of Service
9.1 The Client hereby agrees to indemnify, and keep indemnified, the Supplier for any loss, damage, costs, expenses, or other claims for compensation incurred by the Supplier as a consequence of the Clients failure to observe and perform its obligations in this Term
9.9.2 The Client accepts sole responsibility for the storage, protection and backup of its data (including, without limitation, website content, email content, database content, logs and records) in a manner it deems fit and appropriate before, during and following the provision of the Specified Service. The Supplier accepts no responsibility for any loss or damage caused either to the Clients data or equipment (including any effect such damage may have in respect of any warranty or maintenance contract relating to any such equipment).
9.3 The Client acknowledges that software may not be covered by any warranty, with the exception of defective media, and its use may be subject to licence conditions imposed by its owner, publisher or author. The Client authorises the Supplier to act as the Clients agent and authorises the Supplier to agree to the licence agreements and terms and conditions of third party companies (including, but without limitation, suppliers and software companies) on the Clients behalf regardless of whether the Supplier notifies the Client of these licence agreements and/or terms and conditions. The Client indemnifies the Supplier, its directors and personnel against any action, loss, damages, cost, expenses or other claims arising from the Supplier acting as the Clients agent.
10) Intellectual Property Rights
10.1 The property and any copyright or other intellectual property rights in: 10.1.1 any Input Material shall belong to the Client
10.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier but the Client shall be entitled to use the Output Material for the purpose of utilising the Specified Service by way of a nonexclusive licence, subject to payment in full of all sums payable under the Contract.
10.2 The Client warrants that any Input Material and its use by the Supplier for the purposes of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, cost, expenses or other claims arising from any such infringement.
10.3 The Supplies may be subject to intellectual and industrial property rights belonging either to the Supplier or to a third party. No right or licence is granted to the Client, except the right to use the Supplies or re-sell the Goods in the Clients ordinary course of business. The Supplier shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. In particular, without limiting the above, title in any software program forming all or any part of the Supplies is reserved to the Supplier and/or its suppliers. The Client is responsible for informing itself of the terms of its licence or use and paying any royalty payable.
11) Use of Personal Data
The Supplier may process Personal Data for all purposes contemplated in these Terms or arising in the context of the relationship between the Supplier and the Client
12) Warranties
12.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill. Where the Supplier supplies in connection with the provisions of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give a warranty or guarantee in respect of such goods. The Supplier shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
12.2 The Supplier offers a warranty to the Client for a period of 12 months from the date that the Supplier delivers the Goods or performs the Services.
12.3 The Supplier will, without charge to the Client, repair or, at the Suppliers option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Supplier to be damaged or defective due to faulty materials, workmanship or design. This obligation will not apply:
12.3.1 if the Goods were not new when the Client purchased them from the Supplier;
12.3.2 if the Goods have been misused, tampered with, neglected and/or physically damaged;
12.3.3 if the defect arises because the Client has altered or repaired such Goods without the written consent of the Supplier;
12.3.4 if the defect arises from general wear and tear;
12.3.5 because the Client did not follow the manufacturers instructions for storage, usage, installation, use or maintenance of the Goods;
12.3.6 if the Client has failed to notify the Supplier of any defect in accordance with these Terms, where the defect should have been reasonably apparent on reasonable inspection;
12.3.7 if the Client fails to notify the Supplier of the defect within 12 months (or such other period as the Supplier shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services;
12.3.8 if the Client has supplied goods to the Supplier with a request that such goods be installed, processed or integrated in any way with the Goods.
12.4 Any Suppliers warranty will not apply unless the Goods are returned to the Supplier in accordance with the Suppliers Returns policy as set down at clause 5 herein together with the original packaging, the Suppliers original labeling, all documentation, software and accessories,
12.5 Any replacement Supplies made or Goods repaired under this Term 12 may not be identical, may be new, second hand or refurbished, and will be guaranteed on these Terms for any unexpired portion of the period of guarantee given on the original Supplies (if any). Any Goods which are so replaced will belong to the Supplier.
12.5 The Suppliers sole obligation and liability, should any Supplies prove damaged or defective in accordance with this Term 12 shall be limited to, at the Suppliers option, the repair or replacement of the relevant Goods or the re-performance of the relevant Services or the refund of the price paid for the relevant Supplies.
12.6 The Suppliers warranty to the Client is given on the condition that the warranty is personal to the Client and the address to which the Goods were delivered or the Services were performed. The Supplier may agree to warranty work at any other address subject to the Client settling all and any travelling costs and expenses incurred as a consequence.
12.7 The Supplier reserves the right to charge to the Client for exploratory and/or diagnostic work where no fault is discovered and for all costs incurred in returning the Goods to the Client.
12.8 The Suppliers warranty does not cover software faults or the configuration of software and the Supplier reserves the right to charge in full for any request by the Client for the re-instalment or re-configuration of software and hardware. Unless previously agreed in writing between the Supplier and the Client, by virtue of having specified the installation of the specified combination of hardware and software the Client accepts full responsibility for the fitting and configuration of any software or components supplied by the Supplier. Wherever possible the Supplier will supply the original components from which the ordered software configuration was built so as to allow the Client to rebuild the software configuration in whatever way it requires. The Supplier accepts no responsibility for any losses suffered by the Client or any damage caused to the Supplies and/or the Clients property as a consequence of the Clients fitting/configuration.
13) Exclusion of Liability
13.1 Any advice or recommendation given by an employee or representative of the Supplier which is not confirmed in writing by a director of the Supplier is acted on entirely at the Clients risk and the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
13.2 The Supplier does not exclude its liability to the Client for any matter which it would be illegal for the Supplier to exclude or to attempt to exclude its liability.
13.3 Except where expressly provided for herein, the Supplier will be under no liability to the Client whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
13.3.1 Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Supplier or on part of the Suppliers employees, agents or sub-contractors;
13.3.2 Any breach by the Supplier of any of the express or implied terms of the Contract;
13.3.3 Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
13.3.4 Any acts or omissions of the Supplier at the Clients premises;
13.3.5 Any statement made or not made or advice given or not given by or on behalf of the Supplier including as to compliance with legislation or regulation;
13.3.6 Any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in any wrong form or any other fault of the Client; or
13.3.7 Otherwise under the Contract.
13.4 Except in respect of death or personal injury caused by the Suppliers negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of Goods or Services (including any delay in delivering or failure to deliver Goods or Services) or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Suppliers charges for the provisions of the Specified Service, except as expressly provided in these Terms and the Supplier hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Terms) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Client.
14) Force Majeure
The Supplier shall not be liable to the Client in any manner or be deemed to be in breach of these Terms because of any delay in performing or any failure to perform any of the Suppliers obligations under the Contract if the delay or failure was due to any cause beyond the Suppliers reasonable control (which shall include, but not be limited to government actions, war, terrorism, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of goods or labour). The Supplier may, at its option, delay the performance of, or cancel the whole or any part of the Contract
15) Termination
15.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits a breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written demand to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other (within the meaning of Insolvency Act 1986).
16) General
16.1 These Terms (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other Terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
16.2 The Suppliers failure to enforce at any time or for any period any one or more of the Terms upon which it does business with the Client or any client shall not be a waiver of them or the right at any time subsequently to enforce all applicable Terms and conditions.
16.3 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
16.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
16.5 The Supplier reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes. The Client consents to such monitoring, interception or recording and confirms that he or she has the authority to consent to such matters on behalf of its employees, agents and representatives.
16.7 The Supplier reserves the right to assign its rights and responsibilities under the Contract, either in whole or part, to a third party. The Client may not assign its rights or responsibilities under the Contract, either in whole or part, without the expressed written consent of the Supplier.
16.8 By submitting an order to the Supplier for Supplies, the Client is deemed to have accepted these Terms and conditions.
16.9 Any dispute arising under or in any way connected with the subject matter of this Contract shall be subject to English law and be subject to the exclusive jurisdiction of the English court. These conditions supersede all previous issues.