STANDARD TERMS AND CONDITIONS OF SALE
1. Scope and Acceptance
These Standard Terms and Conditions of Sale (“Terms”) apply to all sales of products and services provided by XRERO to its clients (“Client”).
Any terms and conditions proposed by the Client, whether prior or subsequent, are hereby expressly rejected unless explicitly agreed upon in writing by XRERO.
Any deviation from these Terms shall only be valid if expressly accepted in writing by XRERO.
2. Payment Terms
Unless otherwise stated in writing, all invoices issued by XRERO are payable within twenty-one (21) working days from the invoice date.
In the event of non-payment by the due date, XRERO reserves the right to apply a late payment interest of ten percent (10%) per annum on the outstanding balance, without prejudice to any other rights or remedies available.
XRERO further reserves the right to suspend or terminate services, in whole or in part, without prior notice, until full payment has been received.
3. Debt Collection
If payment remains outstanding for more than sixty (60) days after the due date, XRERO reserves the right to engage a third-party debt recovery agency.
All costs, legal fees, and expenses arising from such recovery actions shall be borne exclusively by the Client.
4. Taxes and Withholding
Certain jurisdictions may impose withholding taxes in accordance with their local legislation. Any such withholding taxes shall be borne and paid solely by the Client to the relevant tax authorities.
Under no circumstances shall XRERO be responsible for, or bear the cost of, any taxes, duties, or charges imposed by the Client’s jurisdiction.
All invoices issued by XRERO shall be payable in full and without deduction.
5. Performance of Services
XRERO shall use commercially reasonable efforts to provide its services in a professional and timely manner, in accordance with agreed schedules.
All obligations of XRERO shall be considered obligations of means, not obligations of result.
XRERO does not guarantee any specific business outcome, financial result, or performance metric.
Under no circumstances shall XRERO be required to intervene or be named as a third party in any dispute, claim, or legal action between the Client and its own customers or third parties.
6. Claims and Complaints
Any claim, complaint, or dispute relating to the goods or services provided must be notified to XRERO in writing, by registered mail sent to its registered office, within eight (8) calendar days of delivery of the goods or completion of the services.
Failure to comply with this notification period shall render the claim inadmissible.
7. Limitation of Liability
To the maximum extent permitted by applicable law, XRERO shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of data, or business interruption.
XRERO’s total liability, if any, shall in all cases be limited to the amount paid by the Client for the services giving rise to the claim.
8. Governing Law and Jurisdiction
All contractual relationships between XRERO and the Client shall be governed exclusively by the laws of [insert governing country/jurisdiction].
Any disputes arising out of or in connection with these Terms shall fall under the exclusive jurisdiction of the competent courts of [insert city/country].
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