GENERAL TERMS AND CONDITIONS

General Terms & Conditions of EMS Works Ltd. 

for the purchase orders of the products manufactured by the XBODY INTERNATIONAL Kft. (located at 66. Török Ignác Str., H-9028 Győr, Hungary) (hereinafter: XBODY INTERNATIONAL) offered by EMS Works Ltd. (Or SALES AGENTS) (hereinafter: XBODY UK), the following general terms shall be applicable:

1. GENERAL PROVISIONS

1.1 RELEVANT COMPANY DATA OF XBODY UK AS SUPPLIER:

Company name: EMS Works Ltd.

Registered address: 5 West End Gardens, Esher, Surrey, KT10 8LD

Contact address: 5 West End Gardens, Esher, Surrey, KT10 8LD

Company registration number: 12203672

VAT number: 342156522

E-mail: pippa.turley@xbodyworld.co.uk

1.2 THE CUSTOMER

On the grounds of these general terms, XBODY UK offers its products for its current and future customers. XBODY UK shall not supply any products for natural persons acting for purposes which are outside their trade, business or profession (consumers).

By submitting the purchase order, the Customer declares, represents and warrants that he is not acting as a consumer and is intended to use and utilise the products ordered and purchased for trade, business or professional purposes. In the process of submitting the purchase order, the Customer shall disclose his tax-ID, relevant for persons engaged in business activities (companies, entrepreneurs), therefore it is as well technically impossible, to supply any products for consumers.

If the Customer is a legal entity, by announcing its intention to purchase, it declares, represents and warrants that the natural person acting in its name and on its behalf is entitled to represent such entity, to enter into contracts on its behalf and there is no exclusion or limitation in the memorandum or articles of association of the Customer that may limit or exclude the power of representation of the representative acting on behalf of such entity.

If the customer is a natural person without tax ID, by announcing his intention to purchase and by accepting this present Terms and Conditions, the customer declares, represents and warrants that he is not to be regarded as a consumer (end user) and is intended to purchase the device solely for commercial purposes.

If you are a consumer and intend to purchase any products marketed by XBODY UK, please enquire through pippa.turley@xbodyworld.co.uk on the special offers and the special information prescribed for consumers.

2. QUOTATIONS & PURCHASE ORDER

The Customer shall announce its intention to purchase in writing, by email, or by a message sent through http://www.uk.xbodyworld.com/contactus/, by adding full company data and marking the products in question, the quantity and the destination of the products.

The Parties agree that the communication in email shall be regarded as valid communication in writing.

The announcement of the Customer’s intention to purchase shall not be regarded as an offer.

XBODY UK shall forward its quotation within 2 (two) working days, based on the Customer’s specification, to the email address specified by the Customer. The quotation contains the description and the quantity of the products ordered, the sale price and the payment terms. A quotation is valid from the date of the quotation for a maximum of 30 days. In case the Customer, after having checked the contents of the quotation, within 30 days from receiving such quotation, confirms or acknowledges such by email, the quotation shall be considered accepted and thus the Customer articulates that, being aware of the basic properties of the products, he is intended to purchase such products in accordance with the rules set forth in these General Terms.

By the acceptance (acknowledgement, confirmation) of the quotation, the Customer, even without a separate declaration, declares and represents that the General Terms (as an inseparable part of the sales contract entered into by the Customer and XBODY UK) have been made known to him, has understood such General Terms and considers and declares the provisions set forth in the General Terms binding without reservation.

After the quotation is accepted/confirmed/acknowledged by the Customer, XBODY UK sends, based on the accepted quotation, a sales invoice to the Customer in 2 (two) working days from the confirmation for the quotation from the client.

The sales invoice is considered final and concluded and may not be altered or amended. Within 2 (two) working days from the acceptance/acknowledgement/confirmation of the sales invoice the Customer shall settle the outstanding amount within 7 (seven) days, unless exceptional payment terms agreed in writing prior to the issuing of the sales invoice.

Upon 100% upfront payment of sales invoice (unless exceptional payment terms agreed in writing prior to issuing of the sales invoice) XBODY UK will place the order with XBODY INTERNATIONAL who shall arrange the transport of the products to XBODY UK.

3. TRANSPORT TERMS

XBODY UK shall forward the products ordered to the Customer by a professional carrier or deliver the products by hand. The Customer accepts and understands that the time of delivery may vary by destinations. XBODY UK shall inform the Customer in advance on the expected date of delivery.

Unless agreed otherwise at time of Quotation, Transport costs shall be borne directly by the Customer. Unless otherwise specified by the Customer, XBODY UK shall apply the most preferential transport terms applicable for the destination. Special requests are to be disclosed by the Customer at the time of Quotation.

The risk related to the products shall pass from XBODY INTERNATIONAL and XBODY UK to the Customer with the handing over of the products by XBODY INTERNATIONAL and XBODY UK to the carrier.

XBODY INTERNATIONAL and XBODY UK shall not be liable for any damages of the products that occur in the course of transportation from Hungary or with the UK and Ireland. The products shall NOT be insured unless the Customer expressly requests so in the process of submitting the order and in the subsequent Quotation. Insurance may be available on the products at the expense of the Customer. Regarding that compliance with the delivery deadline may be affected by circumstances beyond the control of XBODY UK. XBODY INTERNATIONAL and XBODY UK do not reserve funds for potential damages nor take such reserve into account as a factor of raising prices, XBODY INTERNATIONAL and XBODY UK expressly excludes and shall not bear any liability for the compliance of the delivery deadline by the carrier and the potential damages arising from delay.

In case it is foreseeable that due to any reason the expected delivery date can not be held, XBODY UK shall notify the Customer by email. Import clearance and any applicable local taxes or import duties will be handled by XBODY UK and covering costs will be included in the amount due on the sales invoice by the Customer. 

4. RETENTION OF TITLE

Where exceptional payment terms are agreed in advance of the sales invoice, XBODY UK shall retain its title until the full payment of the sale price; until then the products remain in the sole ownership of XBODY UK.

The Customer shall handle the products with due care, insure the products for the period of the retention of title, and whenever necessary, arrange its maintenance in line with the contents of the user’s manual.

5. LIABILITY

In case the products are, through outer inspection, visibly defective, deficient, not correlating either substantially or in quantity with the order, the Customer shall notify such to XBODY UK within 8 (eight) days from delivery. The costs of the replacement or supplement shall be borne by XBODY UK. If the Customer fails to meet the above deadline, the order shall be considered flawlessly performed.

The Customer shall use and utilise the products properly, in accordance with the prescriptions set forth in the user’s manual. XBODY UK shall not be liable for any damages arising from or related to the improper use of the product or the breach of the provisions set forth in the user’s manual. In this case the rules on warranty shall not apply.

In case of defective performance the extent of the maximum liability of XBODY UK shall be limited to the value of the subject of the service performed.

By the acceptance of the General Terms, the Customer expressly understands, acknowledges and accepts the above limitation of liability.

6. THE INSTALLATION OF THE PRODUCTS SHALL BE CARRIED OUT IN ACCORDANCE WITH THE PRESCRIPTIONS SET FORTH IN THE USER’S MANUAL.

7. WARRANTY

XBODY INTERNATIONAL undertakes the following guarantee commitments for the below products:

• electronic muscle stimulator device (head unit): 24 months
• electronic stimulation unit: 12 months
• electrodes: 60 months
• cables: 6 months

The detailed rules on warranty are set forth in the user’s manual.

The starting date for warranty is the day which is indicated as the day of performance in the invoice issued to XBODY UK by XBODY INTERNATIONAL.

The presentation of the sales invoice and the warranty sheet issued by XBODY INTERNATIONAL and passed on to the Customer by XBODY UK and the resending of the defective item to XBODY UK ( 5 West End Gardens, Esher, Surrey, KT10 8LD) is a precondition to the enforcement of warranty claims.

The process of the enforcement of warranty claims is as follows:

In case of a rightful warranty claim announcement, XBODY UK shall provide an adequate solution to the Customer within 48 hours from receiving the defective item. Adequate solution is determined by XBODY UK and does not necessarily mean replacement of the defective item. The customer, however, may request immediate replacement of the defective item, which is subject to a daily fee and in this case the Customer shall cover all transport costs.

Transport costs related to forwarding the defective item to XBODY UK and transport costs to XBODY INTERNATIONAL should that be necessary, shall be borne by the Customer, whilst transport costs for returning the item to the Customer shall be borne by XBODY UK.

The warranty applies for production defects. The warranty does not apply for defects arising from or related to improper use of the products or the natural attrition of such. In case of repairs stemming from warranty claims, the warranty period shall be extended with the time of repair. In case of head unit-replacements, the warranty period is restarted for the new unit.

XBODY INTERNATIONAL and XBODY UK shall be relieved from warranty obligations, if the Customer does not use or utilise the product properly and the defects are caused that way, or, during the warranty period, the Customer repairs the product himself or gets it repaired by a third party.

The muscle stimulator device is serial numbered, the training suit is chip coded, the cables are cable numbered, therefore the date of production and the date of purchase is retrospectively controllable.

8. DATA REGISTER, DATA HANDLING

XBODY UK is fully entitled to register, store and process the personal data of the Customer as client for the sake and to the extent of the performance of the orders, the claims of warranty, and the maintenance of business relations with the Customer.

9. EXCLUSION CLAUSE

If any provision of the present Agreement proves to be null and void or unenforceable, it does not affect the entire agreement, nevertheless the Parties covenant that in such a case they shall modify the content of the agreement in such a way that ensures the same result which is equivalent to the provision that proved to be null and void or unenforceable and is in accordance with the legal regulations in force. Based upon their mutual agreement, the Customer and XBODY UK may deviate from the rules set forth in the General Terms in common will.

10. MISCELLANEOUS PROVISIONS

XBODY UK reserves the right to amend and modify the General Terms for the future unilaterally.

The rules of UK law apply for the General Terms, the contract entered into on the basis of such and the rules on invoicing. The Customer understands and accepts that without a valid VAT number, XBODY UK shall sell the products with the addition of the applicable VAT of 20%.

The Contracting Parties seek to solve any legal dispute arising in the course of the performance of the present Agreement or relating to it primarily by way of negotiations. If the legal dispute may not be solved by way of negotiations within 30 days, for the settlement of the legal dispute the Parties stipulate the UK jurisdiction, and subject themselves to the exclusive jurisdiction of the courts depending on court competence.

In force: from 11.05.2022 until withdrawal