Terms and Conditions
Terms and Conditions of Sale
Version updated March 2019
All orders accepted by Friswell Technologies Limited are subject to the Terms and Conditions of Sale set out below:
IMPORTANT: Please read these general terms and conditions of sale ("the Conditions") carefully.
Friswell Technologies Limited is noted as "us"/"we"/"our" and you, the purchaser is noted as "you"/"your"/"yourself/Customer" for the sale of the goods or services you purchase.
By placing an order you confirm that you have read, understood and agree to these Conditions in their entirety.
Please check that the details on your order are complete and accurate before you commit yourself.
Please ensure that you have read and understood these Conditions before you submit your order, because you will be bound by these.
If you do not agree with these Conditions, you must not place an order for any goods or services. In these Conditions, "Goods" or "Services" means the goods or services which we supply to you in accordance with these Conditions. "Special Order" products are defined as "tailor made or personalised" products.
We reserve the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting our business, changes in payment methods or changes in relevant laws and regulatory requirements.
You will be subject to the Conditions in force at the time that you order the Goods from us.
The Site is owned and operated by Friswell Technologies Limited.
We are registered in England and Wales.
Our Company Registration Number is 09988059.
Our registered office address is 8th Floor, Eaton House, Eaton Road, Coventry, CV1 2FJ, UK.
Our VAT Registration Number is GB 252 2997 86.
Our Economic Operator Registration and Identification (EORI) Number is GB 252299786 000.
Our UK Environment Agency WEEE Registration Number is WEE/GD5610UY
All descriptions of the products and services contained on the Site or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Us and the Customer. We shall not be liable to the Customer for any errors or omissions on Our website, publication, quotation or other product advertisement. The advertising of products and services on Our Site is not an offer capable of acceptance; it merely constitutes an invitation by Us for the Customer to make an offer to purchase products and services. We acceptance of the Customer's order will take place when We confirm pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between Us and the Customer.
Friswell Technologies Limited is a business-to-business supplier. The Site is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
The prices of the products and services are as set out on the Site. We reserve the right to change prices without prior notice at any time.
In the event of any conflict between prices for any products listed on the Site and prices listed in a quotation, publication or advertisement, the prices listed on the Site shall prevail.
The price of an ordered product or service will be as set out on the Site at the time of order acceptance by Us, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by Us after the date of order acceptance by written notice to the Customer.
All prices exclude VAT, which We will add at the rate applicable at the date of order acceptance.
We reserve the right to decline to trade with any company or person. We may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt of the order by Us. Further, We may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone or email within a reasonable period of receipt of the order by Us. If we reject or cancel an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
We execute orders to the Customer's requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when We next has available stock or be cancelled and refunded to the Customer.
The Customer must specify which delivery option is required.
Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of the 'Cancellation and Returns' clause will apply unless the product or products are a 'Special Order' item.
Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with Ordering, We will deliver the products specified in the Customer's order. We may use third party delivery agents to deliver products to Customers.
The Customer's delivery options, and the prices for them, are as set out on the Site at the date of order or will be notified to the Customer at the time of order.
Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
We will aim to deliver products in accordance with the times and dates for delivery quoted on the Site or by Quoted Delivery Times, but Quoted Delivery Times are approximate only and We shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked on the Site, by a quotation or other by another form of publication as requiring special handling may (because of the nature of the products) take longer to be delivered.
If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying Us of such delay, We will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time.
We will aim to deliver Special Order products in accordance with the lead times published for them on the Site or by quotation. All such lead times are approximate only, and no other delivery options are available for Special Order products. We may, following Customer's order, notify the Customer if We will be unable to fulfil any order for Special Order products within that published lead time.
Inspection, Delivery Delays and Non-Delivery
The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 10 days (or 30 days only for Consumers) of the date of delivery or collection give notice to Us in detail of:
1. Any defect in the product that is apparent on reasonable examination. In this case We shall, at Our discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition.
2. Any shortfall in products delivered. In this case We shall, at Our discretion, deliver the undelivered products or refund the price of the undelivered products.
3. Any delivery of products not in accordance with the order. In this case We shall, at Our discretion, replace the products or refund the purchase price.
If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Our record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. We shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
Payment terms are cash with order.
We accept Visa and Mastercard Credit and Debit card, BACS or CHAPS (bank transfer) payments for UK based Customers.
For Non UK Customers, payment is strictly by bank transfer only.
When you purchase Goods by any methods, payment in full must be made at the time of completing the ordering process.
Goods will not be processed, despatched or place on with Our supplier until payment in full is made.
Risk and Ownership
In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when We have attempted to deliver the products. In the case of products which the Customer orders to be collected from our offices, risk of damage or loss to the products shall pass to the Customer at the time of collection.
Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to Us has been made (in cash or cleared funds). If the Customer is late in paying any sum to us, then We shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises Us and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.
Demand for or recovery of the products by Us shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Our right to sue for the whole of the price.
Product and Availability Information
We reserve the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any of Our publications. The most up to date information on the availability and design of the products We supply is available on the Site.
Unless otherwise confirmed in writing, nothing on the Site or in any of Our publications or datasheets is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
Warranties and Remedies
We warrant that no product purchased from Us is materially defective.
In the event of any such product being materially defective, and subject to the provisions of Inspection, Delivery, Delays and Non-Delivery surrounding defects apparent on delivery, We will (at Our option) replace or repair the product or refund the purchase price.
We warrant that any service purchased from Us as referred to in the "Services" clause will be provided using reasonable care and skill. If any such service falls short of this standard, We will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product.
These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Us.
The remedies set out in this clause (Warranties and Remedies) shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
The availability of the remedies set out in this clause is subject to:
1. A claim being made in writing to Us, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by Us for specific products or services from time to time in writing; and
2. The Customer returning or disposing of the relevant products, or making them available for collection by Us, in accordance with Our instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from Us and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
Where the Customer returns defective products otherwise than in accordance with these provisions, We may refuse such products and return them to the Customer at the cost of the Customer.
Any products which are replaced by Us shall become the property of Ours. Title to replacement products shall pass to the Customer in accordance with the provisions of the clause 'Risk and Ownership', and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.
Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
Except as required by law, We will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Us by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
Export Control and Limitations of Use
Certain products sold by Us are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
The Customer certifies that products purchased from Us will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
Products sold by Us are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by Us only. Such information is provided by Us in good faith based on the information available to it at the time of compilation. we make no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to Us. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
We shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
We shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between US and the Customer, or of any order accepted by Us;
(ii) any duty of any kind imposed on Us by law arising out of or in relation to the contract between Us and the Customer or order;
(iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
No fault Cancellations and Returns
We may, at Our discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to Us recovering from the Customer the costs incurred by us, and subject to the processing charge provided for in this clause 'No fault Cancellations and Returns'.
In the event of cancellation of part of any order only, We may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
Customers may only return products to Us, and receive a credit or refund and on the following conditions:
1. The Customer should contact Us to obtain a returns number (to be quoted on all relevant paperwork)
2. Return must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
3. Products must be returned to Us unused, in their original condition and packaging with any manuals, tools, accessories or parts that came with them and in a condition which will enable them to be immediately fit for re-sale, i.e. 'New and unused'.
4. The Customer must follow any specific instructions which appear on the Site or with any product regarding its return to Us.
5. Products must be returned to Us adequately packed and clearly labelled to:
Returns Department, Friswell Technologies Ltd, 44 Coventry Road, Bulkington, Bedworth, Warwickshire, CV12 9ND, UK.
6.The customer must quote the invoice details or Our reference number on the Customer Returns Form from the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price.
Where the Customer returns products to Us not in accordance with any of these requirements, (e.g. used, missing parts or non resalable condition), We may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing and restocking.
This no fault returns policy excludes software, calibrated products, production packaging products, Special Order products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR).
In addition, We will not accept returned ESD sensitive devices where the integrity of Our original ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.
We accepts no responsibility for any loss of or damage to products in transit from Customer to Us or for any items received by us with them.
We offers services in respect of products. These services include: REPAIR, SOFTWARE, HMI PROGRAMMING, PLC PROGRAMMING, UPDATE, SYSTEMS DESIGN, SYSTEMS BUILD, PANEL ASSEMBLY and any other services that the parties agree.
We may quote a turnaround time target for these services, but We shall be under no liability if it fails to comply with such target.
Except in respect of Our REPAIR service, the product must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the product). The special conditions which apply to repairs, software update and are:
1. Repairs: The REPAIR service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the product). Any instructions set out in the repair information/questionnaire supplied with the product in question must be complied with. We may at its absolute discretion either repair the product or replace it with a substitute product. Any Customer-generated software returned with a product will be erased or otherwise destroyed on receipt and We shall not be under any liability whatsoever in respect of any data contained in such software.
2. Software Update: We will install the latest version of software. We will functionally check the unit to ensure software acceptance.
3. HMI & PLC Programming: The Customer shall be liable to Us for any damage and/or expense to Us arising from any computer virus present in any media supplied to Us by the Customer for use in the HMI or PLC programming service. Any data or programmes contained in Customer's devices will be erased or otherwise destroyed and We shall not be under any liability in respect of such data or programmes. The Customer must advise Us of its specific requirements and We accepts no liability if the Customer fails to do this. The Customer warrants that the copying or processing by Us of any programme supplied to Us in any form will not infringe the intellectual property or other rights of any third party.
A force majeure event is any event beyond the reasonable control of Us (including but not limited to strikes, traffic congestion, the downtime of any external line, or Our inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If We are prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then We shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, We may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
Intellectual Property Rights
The Customer acknowledges that We and its licensors own the intellectual property rights in the Site, Our datasheets and Our publications, and that their whole or partial reproduction without Our prior written consent is prohibited.
We do not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
1. Not (directly or indirectly) induce any employee, agent or subcontractor of Us to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
2. Not do or omit to do any act that will cause or lead Us to be in breach of any of the Relevant Requirements; and
3. Promptly report to Us any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.
The Customer is informed that:
1. Our employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with Us or seeks to do so;
2. Our employees are not permitted to solicit gifts or other favours from any company or individual that does business with Us, or seeks to do so; and
3. Entertainment of Our employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Our employees, agents or contractors, can reciprocate.
Any breach of this clause shall be a material breach of these terms and conditions which is incapable of remedy.
We reserve the right to discontinue any product, or make design changes to product specifications, or use different suppliers or manufacturers to those stated on the Site, Datasheet or any publication, without prior notice, as part of our continuous process of product and service improvement, or to improve product availability. The information contained on the Site, Datasheet or Publication is correct to the best of our knowledge at the time of going to press. All images are used for illustration purposes only.
We shall not be liable to you for any delay or failure to perform any of our obligations hereunder which is due to causes or circumstances beyond our reasonable control, including (without limitation) acts of civil or military authority, national emergencies, fire or flood, acts of God, war or riots, actions or omissions of third parties.
These Conditions including the Order is the complete and exclusive statement of the contractual relationship between the parties, which supersedes all prior proposals, understandings, agreements, or representations between the parties relating to these Conditions except in respect of any fraudulent misrepresentation made by either party.
We reserve the right to randomly monitor and record inbound and outbound calls for training, security and quality purposes.
While every effort is made to ensure health and safety information is available, we may be limited to the extent of information we can supply with the Goods depending on what is available from our suppliers. If you require further information on any health and safety information regarding the Goods then please contact us.
All headings in these Conditions are for ease of use and shall not affect the construction of any contract between the parties.
Any advice or recommendation given to a Business Customer as to the storage, application or use of the Goods is followed or acted upon entirely at a Business Customer's own risk.
E. & O.E.