Terms & Conditions
By clicking the box next to the text "I have read and agree to the Terms and Conditions" and
pressing the "Register" button You (as defined below) are deemed to have accepted the following terms and
conditions (together the "Conditions") which set out the terms under which NetXL ("We", "Us" or
"Our") will provide the Services to You:
You acknowledge that We may amend the Conditions at any time without Your prior consent by
posting the amended Conditions on www.netxl.com and any new, different or additional features changing the
Services will automatically be subject to these Conditions. Your continued use of the Services after any
such changes to the Conditions shall constitute Your acceptance of those changes.
- NetXL Limited, also trading as the NetXL Store located at www.netxl.com (“NetXL”)
contracts subject to the terms and conditions set out below. No additions or modifications
thereof shall form part of the contract unless accepted by NetXL in writing. These terms and
conditions shall override and take the place of other terms and conditions in any document
other communication of/with the Customer used in concluding the contract with NetXL. In
conditions the Equipment means any equipment, machinery, parts, spares, software and any
goods supplied by NetXL.
- Any period or times stated for delivery or for compliance with any other contractual
of NetXL are estimates only and in any event NetXL accepts no responsibility for loss or
resulting from delay or failure to notify the Customer of any such delay.
- Changes in specification or additional work or revised instructions relating to any aspect
the contract will entitle NetXL to vary any estimates of price and/or time for completion of
- Unless otherwise specified prices are for delivery at NetXL’s offices and are subject to
right to increase any price to take account of delivery charges, insurance costs, special
handling charges (if any) and/or packaging charges (if any), agreed changes in the
Specifications or changes in any taxes, duties or levies charged on or in relation to the
Equipment or goods, materials or services used on or in relation to this contract and/or any
extra costs or expense incurred by NetXL as a result of site conditions, delays,
lack of information, changes in exchange rates and/or without limitation any other factors
beyond NetXL’s control.
- DISPATCH AND DELIVERY
- Unless otherwise agreed in writing delivery of the Equipment will be ex- works.
- Where dispatch is delayed through the Customer’s unwillingness or inability to arrange
or to make any payment due prior to dispatch NetXL may effect delivery of the Equipment by
giving written notice that it is ready for dispatch.
- If the Equipment is stored by NetXL at the customer’s request or after notice has been given
that the Equipment is ready for dispatch the Customer shall reimburse NetXL for all costs
expenses of storage (including any necessary transit costs and insurance).
- The Customer shall be responsible for inspecting the Equipment on arrival and shall notify
immediately if there is any damage, discrepancy or shortage or within 7 days after receipt
notice of despatch in the event of non- arrival.
- The Customer specifically authorises NetXL to make any such contract of carriage and/or
insurance on behalf of the Customer as NetXL considers necessary and NetXL will be under no
obligation to notify the Customer thereof so as to enable the Customer to insure the
during sea transit (if any). The Customer shall be responsible for complying with all
and requirements of the carriers.
- RETENTION OF TITLE
- NetXL and the Customer expressly agree that until NetXL has been paid in full for the
comprised in this or any other sales contract between them and that all outstanding amounts
to NetXL from the Customer or any associated or subsidiary or holding company of the
from any director or shareholder of the Customer or any other such company:
- the equipment shall remain the property of NetXL and the Customer, as bailees of
for NetXL will store the same for NetXL in a proper manner without charge and in
way that the equipment is clearly identified as being the property of NetXL,
notwithstanding that the risk therein shall pass to the Customer as provided herein.
- at any time NetXL may recover from the Customer the equipment remaining in the
Customer’s possession, and for the purpose thereof may enter upon any premises of or
occupied by the Customer or any third party (with the consent of that third party).
- the Customer has the right to dispose of the equipment in the course of its business
the account of NetXL and to pass good title to the equipment to their customers
bona fide purchasers for value without notice of NetXL’s rights.
- in the event of such disposition the Customer, and its Director (if a Limited
have the fiduciary duty to account to NetXL for the proceeds thereof but may retain
therefrom an excess of such proceeds over the amount outstanding to NetXL under this
any other sales contract between them and for all outstanding amounts due to NetXL
the Customer or any associated or subsidiary or holding company of the Customer or
any director or shareholder of the Customer of any other such company.
- The risk in the Equipment shall pass to the Customer on despatch, thereafter the Customer
be responsible for the satisfactory care and protection of the Equipment.
- All goods purchased must be paid for in advance of despatch except where a credit account
been authorised by NetXL. Where such credit terms apply, unless otherwise agreed in writing,
price must be paid within 14 days after despatch. The fourteen day period starts on the date
shown on the invoice and finishes at close of business on the fourteenth day after that
unless that day falls on a bank holiday, in which case the period shall be extended until
next day. No goods will be despatched if this would cause any allocated credit limit to be
- In no case shall any dispute concerning any item or separate part of the Equipment or work
any further contractual obligation of NetXL to the Customer affect the Customer’s obligation
respect of payments for other parts if any part or instalment of the price is not paid when
or work on the Equipment is held up for any reason attributable to the Customer, or the
incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full price
the Equipment less any sums already paid in respect of the Equipment and/or work done by
shall immediately become due and payable by the Customer and NetXL may at its option cancel
contract or cancel or suspend despatch.
- Without prejudice to any other right of NetXL all overdue payments shall carry interest at
rate of two per cent per month over HSBC’s standard business rate on the amount or amounts
the time being outstanding.
- In the event that the Customer does not take delivery of the whole quantity of the goods
are the subject of any contract to which these conditions apply on the date or within the
laid down by such contract then, without prejudice to any other remedy available to NetXL
discount or other allowance in respect of quantities of goods ordered which is or would be
otherwise allowed to the Customer shall be recalculated to the level of goods or services
actually accepted by the Customer.
- Equipment supplied by NetXL is supplied with the benefit of any warranties provided by the
producer, and where no such warranty applies, NetXL warrants to the Customer only that the
Equipment shall be free of defects in workmanship and materials for the period of 12 months
after despatch to the Customer.
- If such a defect arises within the warranty period in respect of the Equipment or one or
its component parts NetXL will at its option, either repair or replace the defective
or component according to the NetXL returns policy.
- The warranty given by NetXL above shall not apply if:
- the repair or replacement of a part or parts is required because of accident,
misuse of the Equipment by the Customer or interference with the Equipment by
other than NetXL’s engineers, or
- there are used in the Equipment supplies from sources which have not been authorised
- PERFORMANCE DATA
- Any performance figures quoted or referred to in any specification or other document used in
concluding a contract, are estimates only, based on assumed conditions in a well managed
with experienced, adequate and efficient operators and efficient services, and proper use of
- NetXL reserves the right on the sale of any Equipment to make before delivery any alteration
or departure from the specification or design of the Equipment details overleaf provided
shall not to a material extent adversely affect the performance of the Equipment or the
of the workmanship or the materials used. All specifications, drawings and technical
issued by NetXL either before or after conclusion of the contract are issued solely for the
Customer’s use in connection with the Equipment and shall not be copied reproduced or
communicated to any third party without express consent in writing.
- FORCE MAJEURE AND FRUSTRATION
- NetXL shall:
- in any event not be liable for loss or damage, and
- be entitled to cancel or rescind the contract, If the performance of its obligations
under the contract is in any way hindered or prevented by any cause whatsoever,
its control including but not limited to the delays or defaults of suppliers or the
default of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident
plant or machinery, shortage of materials or labour.
- No contract or order may be cancelled without NetXL’s written consent. In the event that
cancellation is agreed for whatever reason the Customer shall indemnify NetXL against all
claims, loss and expenses occasioned thereby including any consequential loss and loss of
- EXCLUSIONS AND LIMITATIONS
- NetXL shall not be liable to the customer in connection with or arising out of the subject
matter of these conditions, except to the extent that the loss or damage results from
misrepresentation, the negligence of, or breach of contract or other default by NetXL, its
agents or contractors, in which case such liability shall be subject to the exclusions and
limitations expressed in these conditions.
- NetXL does not, and nothing stated in this Clause 13 shall be construed or be deemed as
operating to exclude or restrict its liability in damages or otherwise.
- for death or personal injury to the extent that such liability results from the
negligence of NetXL or its employees, agents or contractors, or
- for breach of the obligations arising from Section 12 of the Sale of Goods Act 1979
amended from time to time);
- under the Consumer Protection Act 1987, but to the extent only that NetXL is
by law from seeking to restrict or exclude its liability thereunder.
- NetXL’s liability for any loss or damage which shall include without limitation costs and
expenses related to any claim, however caused, in connection with or arising out of the
matter of these conditions, will:
- in the case of direct physical damage to any tangible property (other than the
Equipment) to the extent it results from the negligence of NetXL, or of its
agents or contractors, be limited in respect of any one claim or series of claims
arising out of the same event or circumstances, to £1m.
- in the case of any other claim or series of claims arising out of the same event or
circumstances be limited to the amount of the price payable by the Customer pursuant
the Contract governed by these conditions (excluding VAT thereon).
- Notwithstanding Clause 13.3 above, NetXL shall not be liable to the customer or to any other
- loss of use, operating time, contracts, business, profits, goodwill, revenue,
anticipated savings or any other like economic loss, however caused;
- any indirect or consequential loss or damage however caused;
- any loss or damage to any intangible property (including but not limited to loss of
programmes or data) or for any inconvenience caused to the customer, however caused.
- any claim, unless made with reasonable details in writing to NetXL no later than 2
months (or such longer period as may be reasonable in the circumstances) after the
the claimable event first comes or ought reasonably to have come to the notice of
customer, its employees, agents or contractors.
- The term “however caused” shall mean arising by reason of breach of contract,
negligence or other tort, breach of statutory duty or other wrongful act, omission (whether
deliberate or not) or otherwise, however fundamental the result.
- Notwithstanding any other provisions herein, all exclusions and limitations of liability
contained in these Conditions shall apply to all liabilities of NetXL under or in connection
with or in relation to the subject matter of these conditions and regardless of whether or
the loss or damage was foreseeable, and of whether the Customer notifies NetXL of the
possibility of any greater loss or damage, and shall apply only so far as is permitted by
- The customer agrees to indemnify NetXL at all times hereafter against all claims, demands,
and expenses in excess of the liability expressly accepted by NetXL hereunder.
- No representation of fact, oral or written, including but not limited to statements
the capacity, suitability for use or performance of the Equipment, whether made by NetXL,
employees or otherwise shall be deemed to be a warranty by NetXL for any purpose, or give
to any liability of NetXL whatsoever, unless made by NetXL in writing.
- Save as set out in these conditions, all other express or implied terms, conditions and
warranties (whether statutory or otherwise) including without limitation, terms as to
satisfactory quality, year 2000 compliance, and fitness for purpose are hereby excluded to
fullest extent permitted by law.
- Where any valid claim in respect of any of the Equipment which is based on any defect in the
quality or condition of the Equipment or its failure to meet specification is notified to
in accordance with these conditions, NetXL shall be entitled to repair or replace the
(or the part in question) free of charge or at NetXL’s sole discretion, refund the customer
price of the equipment (or a proportionate part of the price) but NetXL shall have no
liability to the customer.
- RESTOCKING CHARGES
- Entirely at NetXL’s discretion, NetXL may allow a customer to return goods unused and in
pristine unopened condition after a sales order has been processed and full payment has been
taken. NetXL reserve the right to levy a restocking fee of up to 15% of the original
- If restocking is agreed with the customer, NetXL will withhold the issue of a credit note
the goods have been returned and checked into our warehouse.
- DATA PROTECTION ACT
- Personal Data (as defined in the Data Protection Act 1984, or any amendment or re-enactment
thereof) in respect of a Customer which is obtained in the course of any Contract to which
Terms and Conditions relate, will be held on NetXL’s computer system, and may be used by
for the purposes of assessing the level of credit which should be extended to the Customer.
information may also be used for the future marketing of related products and services,
the subject of the Personal Data gives NetXL notice in writing to the contrary.
- Personal Data will be used only for the purposes stated, and information held will not be
disclosed to any third party save where permitted by law, or to protect against fraud, or
obtaining the Customer’s consent.
- This contract shall be subject to and construed in accordance with the laws of England in
respects as an English contract subject to the jurisdiction of the English Courts. The
laws of international sales shall not apply.