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1.DEFINITIONS

1.1 “Company” refers to “XCEL GROUP” and is either:

• (a) XCEL Concepts Limited, registered in the UK (Company Number 10353621) with a registered office at Suite 3001 Stanmore Business & Innovation Centre, Stanmore Place, Howard Road, Stanmore, HA7 1GB

• (b) XCEL Bespoke Limited, registered in the UK (Company Number 11301283) with a registered office at Suite 3001 Stanmore Business & Innovation Centre, Stanmore Place, Howard Road, Stanmore, HA7 1GB

1.2 “Customer” refers to any person, firm, or company purchasing goods or services from the Company.
1.3 “Goods” means the products supplied by the Company.
1.4 “Services” means the services provided by the Company.
1.5 “Contract” refers to any agreement between the Company and the Customer.

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2. APPLICATION

2.1 These Terms & Conditions apply to all sales and supply of goods/services unless otherwise agreed in writing.
2.2 These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which implied by trade, custom, practice or course of dealing.

2.3 The Customer’s Terms & Conditions do not apply unless expressly agreed by the Company in writing.

2.3 The order constitutes an offer by the customer to purchase the Goods and Services in accordance with these Terms & Conditions. The Customer is responsible for ensuring that the terms of the order and any applicable specification are complete and accurate

2.4 The order shall only be deemed to be accepted when the Company issues a written acceptance of the order, at which point the Contract shall come into existence.

 

3. VARIATION

3.1 Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf.

 

4. DESCRIPTION

4.1 Notwithstanding that a sample of the goods has been exhibited to and inspected by the Customer, it is hereby declared that such sample was so exhibited and inspected solely to enable the Customer to judge for themself the quality of the bulk, and not so as to constitute a sale by sample.

 

5. PRICING & PAYMENT

5.1 Prices are as stated in the Company's quotation or as agreed in writing.
5.2 All quotations and estimates issued by the Company are, unless otherwise stated, based on current cost of production (material, hours & wages) and are subject to amendment on or after acceptance to meet any rise or fall in such costs.

5.3 Any variation to prices quoted as a result of government taxes and levies will be for the Customer’s account

5.4 Payments for goods supplied under the contract are to be made strictly to agreed terms which are net 30 days.  Any other payment terms must be agreed in writing prior to despatch.  If payment of the price or any part thereof is not made by the due date, the Company shall be entitled:

• (a)To require payment in advance of delivery of undelivered goods.

• (b)To refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or delay in delivery.

• (c)To terminate the contract.

5.5 Late payments may incur interest at 5% per annum above the Bank of England base rate.

 

6. DELIVERY & RISK

6.1 Delivery dates are estimates and not legally binding. The Company undertakes to use its best endeavours to despatch the goods on the promised delivery date but does not guarantee to do so. Time of delivery shall not be the essence of the contract unless expressly so stipulated in writing.

6.2 Carriage charges shall be borne by the Company, except where express delivery is required which shall be an additional cost to the Customer.

6.3 The risk in the goods passes to the Customer upon delivery.
6.4 Ownership of goods remains with the Company until full payment is received.

 

7. RETURNS & CANCELLATION

7.1 Customers must notify the Company within 7X days of any defective goods.

7.2 Claims for non-arrival, breakage, damage or theft can only be entertained within 7 days of receipt of goods.  The quantity and condition of all cartons should be checked on arrival and signed for accordingly.  Goods returned must be accompanied by a Debit Note.  Carriage will not be refunded without prior agreement.  Disposal of goods is at the sole discretion of the Company by written agreement only.
7.3 The Company may, at its discretion, repair, replace, or refund defective goods.
7.4 Cancellation of an order must be agreed upon in writing, and cancellation charges may apply.

 

8. LIABILITY & WARRANTIES

8.1 The Company warrants that goods/services will be of satisfactory quality and fit for purpose.
8.2 Liability is limited to the price of the goods/services supplied.
8.3 The Company is not liable for indirect or consequential loss.

 

9. INTELLECTUAL PROPERTY

9.1 Any intellectual property rights in materials supplied by the Company remain its property.
9.2 The Customer must not copy, reproduce, or distribute such materials without permission.

 

10. CONFIDENTIALITY & DATA PROTECTION

10.1 Both parties agree to keep confidential any business-sensitive information.
10.2 The Company will comply with UK GDPR and Data Protection laws in handling personal data.

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11. FORCE MAJEURE

11.1 If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or brought-in goods or components or any other cause beyond the reasonable control of the Company (eg. Act of war, Terrorism, Medical Pandemic)  a reasonable extension of time for delivery shall be granted and the Customer shall pay such reasonable charges as shall have been occasioned by the delay.

11.2 The Company is not liable for failure to perform obligations due to events beyond its reasonable control.

 

12. GOVERNING LAW & DISPUTES

12.1 The Contract shall be deemed to have been made in England & Wales and the parties to the contract hereby submit to the jurisdiction of the courts of England & Wales.

12.2 These Terms & Conditions are governed by the laws of England & Wales and shall be the proper law of the contract
12.3 Disputes shall be resolved through negotiation or, if necessary, the courts of England & Wales.