© XP Power Terms and Conditions:

Terms and Conditions of Sale

1. Applicable Conditions--> (a) Unless otherwise agreed in writing, goods are supplied only on these Conditions, and no variation or addition thereto shall have effect unless it is stated in writing. The giving by the Purchaser of any delivery instructions for the goods or any part thereof, or the acceptance by the Purchaser of delivery of the goods or any part thereof (or any conduct by the Purchaser in confirmation of the transaction set out on the face hereof after receipt by the Purchaser of this document) shall constitute unqualified acceptance by the Purchaser of these conditions. (b) Details displayed on xpplc.com and advertising matter are only an indication of the type of goods offered and no prices or other particulars contained therein shall be binding on the Seller. (c) The Seller shall under no liability, nor shall the Purchaser be entitled to any remedy, by reason of the provisions of the English Misrepresentation Act 1967 except to the extent (if any) that the Court or any Arbitrator may allow reliance on it as being fair and reasonable in the circumstances of the case. (d) Nothing in these Conditions shall affect any right of the Seller against or in connection with the goods.

2. Prices and Payment (a) Unless payment is made by credit card, payment in full is required within 30 days from date of invoice unless otherwise agreed in writing by Seller's authorised representative (b) The Purchaser shall not be entitled to make any deduction from the price in respect of any set-off or counter-claim unless both the validity and the amount therefore have been admitted by the Seller in writing. (c) If payment of the price, or any part thereof, is not made on the due date the Seller shall be entitled: (i) To refuse to make delivery of any further consignments of goods whether ordered at the due date or not without incurring any liability whatsoever to the Purchaser for any delay in delivery. (ii) To terminate the contract. (d) We are not responsible for and do not honour pricing errors.

3. Passing of Property The property in the products shall remain in us until the payment of the total price thereof. If payment of the total price is not made on the due date, we may require the products to be returned to us and if this requirement is not immediately complied with, we shall have the right (with or without prior notice) at any time to retake possession of the whole or any part of the products (and for that purpose to go upon any premises occupied by the Purchaser and sever the goods from anything they are attached to without being responsible for any damage caused) without prejudice to any of our other remedies.

4. Delivery (a) Seller shall make every endeavor to adhere to agreed delivery schedule. Such schedule is not however, guaranteed or to be deemed to be of the essence of the contract and the Seller in no case be liable for any delay in delivery or any losses resulting directly or indirectly therefrom howsoever caused, and any delay in delivery shall not be sufficient cause for cancellation by the Purchaser. (b) If the Seller is prevented (directly or indirectly) from making delivery of the goods or any part thereof by reason of acts of God, war, strikes, lockouts, trade disputes, fires, breakdowns, interruption of transport, Government action, delays in or failures of delivery to the Seller of any goods or materials or any cause whatsoever (whether or not of the like nature to those specified above) outside his control the Seller shall be under no liability whatsoever of the Purchaser and shall be entitled at his option either to cancel this contract or to extend the time of his performance by a period equivalent to that during which his performance has been prevented by the circumstances herein before referred to. (c) The Purchaser shall not be entitled to make any claims against the Seller of any shortfall in the quantity of the goods specified in the despatch note or, where the Seller is responsible for the carriage of the goods, any damage to or non-delivery of all or any par of the goods unless the Seller is informed in writing of such shortfall damage or non-delivery within such time as will enable the Seller to comply with the Seller's carrier's conditions of carriage or within 7 days of the date of the invoice/despatch note, whichever is the shorter. (d) Scheduled Orders will only be accepted when the period of the scheduling does not exceed 12 months.

5. Manufacturers' Specification The Seller will not be liable for any loss or damage arising from variations in or from the specifications or technical data, and will not be responsible for any loss or damage resulting from curtailment or cessation of supplies following any such variation.

6. Warranty Unless otherwise specified or agreed in writing with the Purchaser, Seller will at his option either repair or replace, without charge, any part or parts of the product which are shown to the Seller's satisfaction to be defective (other than as a result of fair wear and tear) within thirty six calendar months from the date on which the original goods shall first have been despatched from the Seller's warehouse, and which are carefully packed and returned at the Purchaser's expense to the Seller's warehouse, provided that the defect is not due to mistreatment, lack of proper maintenance or failure to observe any operating instruction issued by the Seller in connection therewith.

7. Returns Procedure Faulty units should be returned to XP Plc, Unit B2, Deacon Way, Tilehurst, Reading, Berks. RG30 6AZ XP Plc reserves the right to credit or replace faulty units.

8. Cancellation (a) The purchaser may not cancel the contract without the consent of the Seller which if given shall be deemed to be on the express condition that the Purchaser shall indemnify the Seller against all loss, damage claims or actions arising out of such cancellation unless otherwise agreed in writing. (b) Seller's liability and Purchasers exclusive remedy for any cause of action arising out of this contract is expressly limited to replacement by Purchaser of nonconforming goods F.O.B. Purchasers plant or at Purchasers option. Payment not to exceed the purchase price of the goods for which damages are claimed. Seller shall not be liable for any incidental or consequential damages. (c) In the event Purchaser or any representative of Purchaser shall alter or modify the goods without Seller's prior written consent and any claims are asserted against Seller by reason of such alteration or modification. Purchaser shall defend, indemnify and hold Seller harmless against any and all damages. Liabilities, expenses and costs in connection therewith or resulting therefore.

9. Proper Law This contract shall be construed and governed in all respects by English Law and, unless stated in writing, goods shall not be required to comply with any provisions of any other law. All disputes arising under or relating to this contract shall be subject to the jurisdiction of the Courts of England.

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