Xi Training Ltd. Terms & Conditions of Contract

Definitions:

In this contract:-

“Xi”                             means Xi Training Limited;

“the Customer”       means the delegate, his agent or his customer and

“Supplies”                means the services and or materials supplied by Xi to the customer.

1. PRICES

1. All prices quoted are in pounds sterling and subject to VAT at current rates.  Where a fixed price quotation has been offered, Xi reserves the right to increase this fixed price quotation before or after a contract is issued to the extent that the cost to Xi of procuring or manufacturing the services or materials has increased due to any circumstances beyond its reasonable control.  Notice will be given to the Customer in writing. (The customer shall be bound by such notified increase unless the Customer shall give counter notice within 3 days to terminate the contract
2. Unless stated to the contrary in the quotation, Xi price quoted does not include delivery of materials/equipment which if required by the Customer in its purchase order shall be charged at an extra cost.  :

2. ACCEPTANCE

1. All quotations are given and all orders accepted by Xi only upon these conditions to the exclusion of all other terms and conditions including the Customer’s terms and conditions of purchase contained in any order, letter, email or form of contract or any other communication between Xi and the customer.
2. Xi will at the request of the Customer make a visit to the Customers site prior to the start date of work to ascertain what, if any problems or extra costs may be incurred.  The cost of this visit will be borne by the Customer.
3. On the issue of an invoice or acknowledgement of order form by Xi, the Customer will be deemed to have accepted these conditions.  No variation will be accepted to these conditions unless stated on the face of the order form or invoice or as otherwise agreed in writing by a Director of Xi.

3. PAYMENT AND CANCELLATION

1. A deposit of 25% of the value of the booking is required at the time of booking.
2. Payment for courses is required in full at least 10 working days before the first day of the course.  Time of payment shall be of the essence in every contract.  If there is a query by the Customer, this must me received at the registered office of Xi within 7 days of the invoice date. Xi reserves the right to refuse attendance to participants who do not meet this requirement.
3. You will be charged your deposit of 25% of the total value of the training booking for cancellations in writing if less than 9 days notice is given.
4. You will be charged 50% of the total cost if a cancellation is made less than 5 working days before the date of training and 75% of the total cost if cancelled less than 48hours before the day.
5. Please note that if delegates do not arrive on the day you will be subject to 100% of the costs.All notices of cancellation must be in writing.
6. Inability to attend the course due to illness must be substantiated with appropriate medical evidence.  In such circumstances XI reserve the right to offer an alternative course date or a full refund.
7. If course demand is insufficient Xi reserve the right to offer participants an alternative course date or a full refund.
8. The course fees which include an element for accommodation cannot be refunded if accommodation is not taken on arrival on the course.
9. Payment shall be made in sterling.
10. Payment for ‘Total Solution’ is payable in full at the beginning of the contract.
11. Failure to pay invoices by the due date will attract interest of 2% above National Westminster Bank Plc lending rate calculated on a daily basis on all overdue amounts until the amount due including the interest is paid in full, irrespective of whether payment has been formally demanded or judgement entered.  The Customer shall not be entitled to set off any claim against payment of any amounts owing to Xi.
12. If the Customer is in arrears in making any payment due to Xi under any contract or Xi has reason to believe that any payment (whether or not any agreed credit limit has expired) will not be met by the Customer when due then Xi may without incurring any liability to the Customer for failure to deliver or complete contracted works, suspend further work and/or delivery under any contract with the Customer and require immediate payment for all work done and materials supplied or obtained for the contract to date and further payment in advance before continuing work or making a delivery of materials/equipment.

4. WARRANTY:

1. Where the Supplies are alleged to be defective by the Customer, the Customer shall notify Xi as soon as possible by fax and afford an opportunity of examining the same before such alleged defects are otherwise dealt with.
2. Xi’s liability (if any) shall be limited at its discretion to repairing, replacing or reinstalling the defective supplies as the case may be or if the Customer has paid for such supplies, granting a reasonable credit or allowance for the supplies proved to be defective.  In no circumstances shall the liability of Xi to the Customer exceed the price for the supplies set out in the contract.
3. Xi shall under no circumstances be liable to compensate the Customer for any indirect or consequential loss whatsoever (including but not limited to loss of profit or liability to third parties).  Xi warrants that except as otherwise provided in these conditions, the Supplies will be in accordance with Xi’s quotation.  Xi warrant only that materials supplied will be fit for the purpose and condition of use for which materials of that description are generally sold so long as they are used under normal conditions of use prevailing in the UK.  No liability is given in respect of materials supplied to the Customers own specification not is any warranty given in that case as to the suitability of such materials to do the work specified by the customer. This warranty is in substitution for all conditions and warranties relating to the Supplies whether express or implied by statute or custom of the trade or otherwise and whether as to quality condition and performance merchantability or fitness for any purpose or otherwise. The Customer shall be responsible for inspecting (testing) the Supplies upon completion of the contract or upon delivery of materials/equipment supplied and all claims by the Customer shall be made within 7 days from completion of the relevant contract.

5. FORCE MAJEURE:

1. Xi will not be liable for any delays in contract completion caused by any circumstances beyond its reasonable control and including (without prejudice to the generality of the foregoing expression), acts of God, inclement weather, failure of a supplier to deliver, failure of a carrier to deliver, shortages or unavailability from normal sources or routes of supply of raw materials, breakdown of plant, reduction or unavailability of power at the manufacturing plant, strikes, lock outs, war (declared or not) civil disturbance, Queens enemies, explosion, lightening, any act of local or national government, fire, flood, any act of a third party, malicious mischief or theft over which Xi has no control (“Force Majeure”)
2. Xi will be entitled to suspend performance of the contract by notice to the Customer in the event of instances of Force Majeure for up to 3 weeks without terminating the contract.
3. Should work be suspended delayed or cancelled by the Customer for nay reason or by the Customer’s negligence then the Customer will indemnify Xi against all costs incurred.  For the purpose of Ex-UK contracts, negligence shall include instances of Force Majeure.

6. BREACH:

1. Xi shall be entitled by notice in writing to terminate any contract with the Customer and that without any liability whatsoever to the Customer if:-

• The Customer shall commit any breach or default whether material or otherwise of its obligations to Xi in terms of any contract with Xi; or
• Any distress or execution shall be levied on or any diligence in Scotland be executed against the Customer or any of its assets; or
• The Customer makes or attempts to make any arrangements or composition with its creditors; or
• Where the Customer is a public or private limited company, any resolution is passed or petition presented to wind up its business (except for the purpose of reconstruction or amalgamation) or a receiver or administrator or a liquidator or provisional liquidator appointed of the Customer or of any of its undertakings, property or assets or any part thereof or the Customer ceases or threatens their business; or
• Where the Customer is an individual a partnership including a dissolved partnership, a corporation or local authority or a unincorporated body, the Customer or any partner or any member thereof signs a Trust Deed for the behalf of its creditors or is subject to a petition for bankruptcy or becomes apparently insolvent.

In the event of termination in terms hereof the Customer shall become liable for immediate payment for all goods delivered without services provided by the Customer at the date of said termination.

7. NOTICES:

1. Any notices to be given shall be in writing and be deemed to be given if left as the last  known address of Xi or as the case may be, the Customer (marked for attention of Company Secretary or the individual(s) carrying on the business as appropriate or sent to   the same by first class post, email, or facsimile and shall be deemed to have been received five days after dispatch if by post, or six hours after receipt of a transmission in legible form, or after delivery if by hand.

1. In any case where the Customer is domiciled outwith the UK and has no place of business there, and performance of the contract is entirely outwith the UK then the construction validity and performance of there Conditions shall be governed by the Law of England and the Customer submits to the non-exclusive jurisdiction of the courts of England.