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Terms of Sale

Xyfil Ltd   →  Terms of Sale

Terms of Sale

1. DEFINITIONS
  • “Seller”: Xyfil Ltd, the white label manufacturer.
  • “Buyer”: The business or individual purchasing goods and services.
  • “Goods”: Finished products or components supplied by the Seller.
  • “Agreement”: This Terms of Sale and any confirmed Purchase Orders.
  • “Manufacturing Agreement”: Any formal contract between the Seller and Buyer governing the provision of manufacturing services.
2. APPLICATION OF TERMS
  • These Terms apply to all sales of Goods by the Seller to the Buyer unless otherwise expressly agreed in writing.
  • Where a Manufacturing Agreement exists, these Terms shall be interpreted to complement, and not override, any express terms agreed therein.
  • In the event of a conflict between these Terms and the Manufacturing Agreement, the latter shall prevail.
3. PRICE AND PAYMENT
  • Prices are as agreed per accepted Purchase Order and exclusive of VAT.
  • The Seller reserves the right to request staged payments or deposits as specified at order confirmation.
  • Payment must be made within agreed terms. Late payments may incur interest at 8% above the Bank of England base rate.
  • The Seller shall be entitled to claim interest and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998
  • The Seller reserves the right to withhold or suspend further delivery until outstanding payments are settled.
  • If payment is overdue, the Seller may at any time require the Buyer to deliver up Goods that remain its property and, if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the Goods are stored in order to recover them.
  • The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any dispute or counterclaim it may have or allege against the Seller.
4. ORDERS AND CANCELLATION
  • Minimum Order Quantities: The Seller may impose minimum order quantities for certain products and reserves the right to decline orders below this threshold.
  • The Seller reserves the right to charge a cancellation fee of up to 30% of the order value in addition to direct costs incurred.
  • Once accepted, orders are binding and may not be cancelled without written agreement.
  • Partial or full cancellation will incur charges for components, packaging, labour, and liquid used or procured.
  • Any cancellation must be received in writing and may be subject to a 14-day charge window following receipt.
  • If the Buyer becomes insolvent, enters administration, liquidation or a voluntary arrangement, or the Seller reasonably suspects that the Buyer may do so, the Seller may immediately suspend further deliveries, cancel outstanding orders, and demand immediate payment of all unpaid invoices
5. DELIVERY
  • Batch Traceability: All Goods are traceable via internal batch coding and production records retained for a minimum of 2 years.
  • Delivery terms will be agreed in writing. Delivery dates are indicative and not guaranteed.
  • Risk transfers to the Buyer on dispatch from the Seller’s premises unless otherwise agreed.
  • Where Buyer supplies materials (e.g., packaging), the Seller accepts no liability for transit loss or damage unless delivery is arranged by the Seller.
6. TITLE
  • Title to the Goods shall remain with the Seller until the Buyer has paid all sums due to the Seller under any contract between the parties. Until such payment, the Buyer shall hold the Goods as fiduciary agent and bailee of the Seller and shall keep them properly stored, protected and insured.
  • Until title passes, the Buyer must store the Goods safely, insured, and not interfere with identifying marks or labels.
7. RETURNS
  • Returns must be requested in writing and agreed in advance.
  • No return is accepted after 14 days from delivery unless due to verified manufacturing defect.
  • Returned items must be unopened, unused, and in original packaging.
  • Return costs are borne by the Buyer unless due to Seller’s fault.
8. WARRANTY
  • Product Recall Procedure: The Buyer shall cooperate fully with the Seller in the event of any product recall, whether voluntary or required by a competent authority.
  • The Seller warrants that Goods it manufactures will conform to the agreed specification for 6 months from delivery.
  • The warranty excludes faults arising from Buyer-supplied materials, misuse, or unauthorised modifications.
  • At the Seller’s discretion, defective Goods will be repaired, replaced, or refunded.
  • Warranty claims must be submitted within 24 hours of delivery for visible defects and within 7 days for latent issues.
9. LIMITATION OF LIABILITY
  • The Seller is not liable for indirect, special or consequential losses including loss of profit.
  • The Seller’s total liability to the Buyer in respect of all losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods supplied under the relevant Order or £10,000, whichever is lower.
10. INDEMNITY
  • The Buyer shall indemnify the Seller against all claims, liabilities, costs, and losses arising from:
    • The use of Buyer’s product specifications or proprietary materials;
    • Distribution in territories where products breach local laws;
    • Errors in Buyer-supplied packaging, artwork, or specifications;
    • Breach of contract by the Buyer.
11. INTELLECTUAL PROPERTY
  • All IP developed by the Seller remains its exclusive property.
  • Buyer IP (e.g., custom recipes, branding) remains the Buyer’s property but is licensed to the Seller solely for the purposes of fulfilling orders.
  • The Buyer warrants that the use of any materials, specifications, or intellectual property supplied by it will not infringe the intellectual property rights of any third party and shall indemnify the Seller against all losses, claims or expenses arising from any such infringement.
  • No transfer of ownership is implied by use unless otherwise agreed in writing.
12. FORCE MAJEURE
  • Force majeure shall not relieve the Buyer of its obligation to pay for Goods which have already been manufactured or dispatched.
  • Affected parties must notify the other party promptly and seek to mitigate impact.
13. LAW AND JURISDICTION
  • This agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales
  • Any disputes shall be subject to the exclusive jurisdiction of the English courts.
14. GENERAL
  • These Terms constitute the entire agreement unless supplemented by a signed Manufacturing Agreement.
  • Any waiver or variation must be agreed in writing.
  • If any provision is found invalid, the remainder shall remain enforceable.
  • The Buyer may not assign or subcontract obligations without the Seller’s written consent.