TERMS AND CONDITIONS

1. DEFINITIONS
1.1. In these Terms and Conditions, the following expressions shall have the following meanings:
1.1.1. “Company” means Things Embedded Limited (Registered Number 14002709) whose registered office is at 7 Westover Drive, Stone, Staffordshire, ST15 8TT, United Kingdom.
1.1.2. “Consequential Loss” means the following types of loss whether arising from negligence, breach of contract or otherwise:
1.1.2.1. loss of profits, revenue or other types of economic loss;
1.1.2.2. loss of business or contracts;
1.1.2.3. loss of anticipated savings or goodwill;
1.1.2.4. losses arising from loss of data;
1.1.2.5. any losses which arise other than directly and naturally from a breach of contract or other losses which the Court holds to be consequential, special or indirect losses; or
1.1.2.6. any losses arising from any claim by a third party for any of the above types of loss.
1.1.3. “Contract” means any contract between the Company and the Customer for the sale of Goods, incorporating these Conditions;
1.1.4. “Customer” means the person, firm or Company offering to buy Goods from the Company.
1.1.5. “Goods” means the Goods or material which the Customer is buying or offering to buy.
1.1.6. “Website” refers to https://www.things-embedded.com
1.1.7. “Incoterms” means the international commercial terms published by the International Chamber of Commerce (ICC) in force at the date of the Contract (currently Incoterms® 2020). References to CPT, Ex Works (EXW), or any other Incoterm shall have the meaning given in the applicable Incoterms® rules, except where expressly varied by these Conditions.
1.1.8. “Duties and Taxes” means any and all import duties, tariffs, levies, customs fees, brokerage fees, sales taxes, use taxes, VAT, or other governmental charges or penalties imposed in relation to the Goods outside the United Kingdom.
1.1.9. “NCNR” means Non-Cancellable and Non-Returnable. All sales of Goods are NCNR unless expressly agreed by the Company in writing to be on a Sale or Return basis under Condition 16.

2. BASIS OF CONTRACT
2.1. Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions. It is the Customer’s obligation to ensure that the terms of its order and any applicable specification are complete and accurate.
2.2. No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company commences manufacture of the Goods, their appropriation to the Customer’s order or dispatch of the Goods to the Customer. Any order shall be accepted entirely at the discretion of the Company.
2.3. The Customer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s prior agreement in writing and provided that the Customer indemnifies the Company in full in terms established by the Company.
2.4. The Customer acknowledges and agrees that these Conditions shall apply to the exclusion of any terms or conditions which the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. Any such Customer terms shall not be binding on the Company unless expressly agreed in writing by a director of the Company.
2.5. For the avoidance of doubt, no terms endorsed upon, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification, or other document shall form part of the Contract unless expressly agreed in writing by the Company.
2.6. Unless expressly agreed otherwise in writing by the Company, all sales of Goods are Non-Cancellable and Non-Returnable (NCNR). The provisions of Condition 16 (Sale or Return) shall only apply where the Company has expressly agreed in writing to supply Goods on a Sale or Return basis.

3. PRICES
3.1. The price for the Goods shall be the price set out in the order acknowledgement or invoice, but the Company reserves the right at its option to charge or credit the Customer the amount of any error or omission in the price as so set out.
3.2. The Customer agrees that the Company shall have the right at any time before delivery of the Goods to withdraw any discount and /or to revise any price quoted if, after the Company’s acceptance of any order,
3.2.1. there is any increase or decrease in the Company’s generally applicable prices for such (or similar) Goods; or
3.2.2. there is an increase or decrease in the cost to the Company of supplying the Goods whether by reason of exchange rate, fluctuations, third party charges or otherwise.
3.3. Unless otherwise specified the price of the Goods shall be exclusive of delivery charges payable by the Customer.
3.4. Unless expressly agreed otherwise in writing, all prices are quoted exclusive of Duties and Taxes. The Customer shall be solely responsible for paying all Duties and Taxes arising in connection with the Goods.
3.5. If any Duties and Taxes are paid or become payable by the Company, its carrier, or its agents on behalf of the Customer, the Customer shall indemnify and reimburse the Company in full immediately upon demand. The Company may invoice the Customer for such amounts as a debt payable on demand in addition to the price of the Goods.

4. PAYMENT TERMS
4.1. Unless the Company has expressly agreed in writing to grant credit terms, payment for the Goods shall be made in full in cleared funds against the Company’s pro forma invoice prior to manufacture or despatch.
4.2. Where credit terms have been agreed in writing by the Company, payment shall be made strictly in accordance with those terms. Time for payment shall be of the essence.
4.3. Payment shall be made in pounds sterling (GBP) or such other currency as may be agreed in writing by the Company, without deduction, withholding, or set-off of any kind.
4.4. All invoices (including pro forma invoices and invoices for Duties and Taxes under Condition 3.5) shall be final and binding unless the Customer notifies the Company in writing of any objection within seven (7) days of the invoice date, stating full particulars of the objection.
4.5. If any payment is not made when due, all sums owing to the Company by the Customer shall immediately become due and payable. In such circumstances, the Company shall be entitled to:
4.5.1. charge the Customer interest (calculated on a daily basis) at a rate of 2% above the base rate of Barclays Bank Plc from the due date until payment is made in full;
4.5.2. recover from the Customer all reasonable costs of obtaining payment, including professional fees and costs of issuing proceedings; and
4.5.3. suspend or cancel delivery of the Goods until payment has been received in full.

5. DELIVERY AND RISK
5.1. Unless otherwise agreed in writing by the Company, delivery shall be made in accordance with Incoterms® 2020 on a Carriage Paid To (CPT) or Ex Works (EXW) basis as specified by the Company in the order acknowledgement or invoice. The applicable Incoterm shall determine the place of delivery and the point at which risk in the Goods passes to the Customer, except where expressly varied by these Conditions.
5.2. For CPT shipments, risk in the Goods shall pass to the Customer upon handover of the Goods to the first carrier at the point of shipment. For Ex Works shipments, risk in the Goods shall pass to the Customer when the Goods are made available for collection at the Company’s premises.
5.3. The Customer shall be responsible for arranging and paying all import duties, tariffs, taxes, customs clearance charges, and associated costs in connection with delivery outside the United Kingdom. The Company shall not be liable for any delays, refusals of entry, or additional charges arising from customs or governmental authorities. If any such amounts are billed to the Company, the Customer shall reimburse the Company in accordance with Condition 3.5.
5.4. While the Company will make every reasonable effort to meet any delivery date, any such date shall be an estimate only, and time for delivery shall not be of the essence. If no date is specified, delivery will take place within a reasonable time.
5.5. Goods delivered will be deemed to conform to the Contract unless the Customer notifies the Company in writing of any non-conformity within five (5) working days of delivery (or, in the case of non-delivery, within seven (7) days of the invoice date). Failing such notice, the Customer shall not be entitled to reject the Goods and shall remain liable to pay the Contract price in full.
5.6. The Customer shall have twenty-four (24) hours from receipt of the Goods to notify the Company of any shortages or damages to the Goods delivered. Failure to notify within this period shall be deemed acceptance that the Goods were received complete and undamaged.
5.7. If the Customer refuses or fails to take delivery of the Goods, or if the Company is unable to deliver the Goods due to the Customer’s failure to provide adequate instructions, documents, licences or authorisations, then:
5.7.1. the Goods shall be deemed to have been delivered and risk shall pass to the Customer at that point; and
5.7.2. the Company may store the Goods until actual delivery, in which case the Customer shall be liable for all related costs and expenses (including storage, redelivery and insurance), or sell the Goods at the best price readily obtainable and charge the Customer for any shortfall below the Contract price.

6. PASSING OF PROPERTY
6.1. Notwithstanding that risk in the Goods may have passed to the Customer under Condition 5, title to the Goods shall not pass to the Customer until the Company has received payment in full and in cleared funds for the Goods and all other sums due to the Company.
6.2. Until such time as title passes to the Customer:
6.2.1. the Customer shall keep the Goods in good condition and stored so that they remain readily identifiable as the Company’s property;
6.2.2. the Customer shall not dispose of or encumber the Goods, except that the Customer may resell the Goods in the ordinary course of its business; and
6.2.3. if the Customer resells the Goods before title has passed, the Customer shall hold the proceeds of such resale on trust for the Company to the extent necessary to discharge in full the Customer’s outstanding indebtedness to the Company.
6.3. The Customer’s right to resell the Goods in the ordinary course of business shall automatically cease if the Customer becomes subject to any of the events listed in Condition 10.1, whereupon the Company shall be entitled to recover possession of the Goods.

7. WARRANTY AS TO QUALITY OF THE GOODS
7.1. The Company warrants to the Customer that the Goods will be free from all defects in materials and workmanship and will conform to the specifications agreed upon in the Contract.
7.2. If the Customer establishes to the Company’s reasonable satisfaction that there is a defect in the materials or workmanship of the Goods manufactured or there is some other failure by the Company in relation to the conformity of the Goods within the Contract then the Company shall at its option, at its sole discretion and within a reasonable time:-
7.2.1. offer a Return to Base Warranty. This means “You the Customer” are responsible for sending the item back to us at your own cost and risk, using suitable packaging and a reputable courier that provides end-to-end tracking. After receipt, the Company will endeavour to repair or make good such defect free of charge. The Company will cover the cost of return transportation to the Customer’s original UK delivery address. For deliveries outside the United Kingdom, the Customer shall be responsible for all return transportation, duties, and customs clearance costs;
7.2.2. replace such Goods with Goods which are in all respects in accordance with the Contract; or
7.2.3. issue a Credit Note to the Customer in respect of the whole or part of the Contract price of such Goods or Services as appropriate having taken back such Goods or materials relating to such Services provided that the liability of the Company under this Condition shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of the Company’s liability under Condition 7.1.
7.3. In all cases where Goods are returned and there is no verification of any material fault or defect, the Company reserves the right to return the Goods to the Customer and to debit the Customer account with the Company’s costs of inspection, and delivery.
7.4. Condition 7.1 shall not apply unless the Customer:
7.4.1. notifies the Company in writing of the alleged defect within seven (7) working days of the time when the Customer discovers or ought to have discovered the defect and in any event within twelve (12) months of the delivery of the Goods or such other periods as agreed by the Company in writing; and
7.4.2. affords the Company a reasonable opportunity to inspect the relevant Goods and, if so requested by the Company, promptly returns to the Company or to such other address nominated by the Company a sample of the Goods within fourteen (14) working days, carriage paid by the Customer, at the Customer’s cost and risk, for inspection, examination and testing.
7.5. If the Company elects to replace the Goods pursuant to Condition 7.2.2, the Company shall deliver the replacement Goods to the Customer’s original UK delivery address at the Company’s expense. For deliveries outside the United Kingdom, the Customer shall be responsible for all freight, duties, and customs clearance costs. Title to the defective Goods which are being replaced shall (if it has vested in the Customer) re-vest in the Company, and the Customer shall make any arrangements necessary to deliver up to the Company the defective Goods or materials relating to the previously performed Services.
7.6. The Company shall be under no liability:
7.6.1. in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working or storage conditions, failure to follow the Company’s instructions (whether oral or in writing), neglect, misuse or alteration or repair of the Goods by the Customer or any third party without the Company’s approval;
7.6.2. if the total price for the Goods has not been paid by the due date for payment;
7.6.3. for any parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company to the extent that they are assignable by the Company to the Customer;
7.6.4. for any Goods manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to the Company by the Customer or for any Services provided in accordance with specifications, instructions or recommendation issued by the Customer;
7.6.5. in respect of any type of defect, damage or wear specifically excluded by the Company by notice in writing; or
7.6.6. if the Customer makes any further use of the Goods after giving notice in accordance with Condition 7.4
7.7. The warranty set out in Condition 7.1 is the only warranty which shall be given by the Company and all warranties, Conditions and other Terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8. LIABILITY
8.1. Nothing in these Conditions shall exclude or restrict any legal liability of the Company for death, personal injury or fraud resulting from its negligence or for fraudulent misrepresentation.
8.2. Except as set out in Condition 8.1, the Company shall not in any circumstances be liable to the Customer for:
8.2.1. any loss of profit, anticipated revenue, business, or goodwill;
8.2.2. any consequential, indirect, or special loss or damage;
8.2.3. any duties, tariffs, taxes, customs clearance charges, or other governmental levies imposed in connection with the import or export of the Goods;
8.2.4. any loss or damage to the Goods occurring after risk has passed to the Customer in accordance with Condition 5; or
8.2.5. compliance of the Goods with laws, regulations, technical standards, or import requirements of any jurisdiction outside the United Kingdom.
8.3. The Company’s aggregate liability to the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the price actually paid by the Customer for the Goods giving rise to the claim.
8.4. Whilst the Company has taken all reasonable steps to ensure the accuracy and completeness of the information on its Website, the Website is provided on an “as is” basis. The Company gives no warranty and makes no representation regarding the accuracy or completeness of its content, including but not limited to datasheets, downloads, documents, white papers, blogs and news articles, product information and imagery, and technical specifications. Errors and omissions excepted (E & OE). No warranty is given that the Website shall be available on an uninterrupted basis, and no liability is accepted in respect of losses or damages arising out of such unavailability.
8.5. Access to and use of the Website is at the Customer’s own risk. The Company does not warrant that the use of its Website or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection. The Company accepts no liability for viruses. Customers are advised to take all appropriate safeguards before downloading information or images from the Website.
8.6. Product images are for illustrative purposes only and may differ from the actual Goods supplied.
8.7. Some images, illustrations and photographs utilised on the Website have been purchased via stock photograph companies and their usage complies with the relevant licence terms. All other images, photos and illustrations are the sole property of the Company and may not be used, copied or distributed without the Company’s prior written consent.
8.8. The use of third-party websites is entirely at the Customer’s own risk. Links contained on the Website may lead to other websites not under the control of the Company, and the Company accepts no liability for the content of any linked site or any link contained in a linked site. Links provided are for convenience only and do not imply reliability or endorsement by the Company of the content of any third-party website. Customers are not permitted (nor shall they assist others) to set up links from their own websites to the Company’s Website (whether by hypertext linking, deep-linking, framing, toggling or otherwise) without the Company’s prior written consent, which it may grant or withhold at its absolute discretion.

9. FORCE MAJEURE
9.1. The Company shall not be liable to the Customer for any delay in performance, failure to perform, or any loss or damage suffered by the Customer as a direct or indirect result of the supply of the Goods being prevented, hindered, delayed, or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control.
9.1.1. Such circumstances or events shall include, without limitation:
(a) acts of God, flood, fire, storm, earthquake, epidemic or pandemic;
(b) war, armed conflict, terrorism (declared or undeclared), riot, or civil commotion;
(c) strikes, lock-outs, labour disputes or shortages (whether of the Company’s own workforce or that of a third party);
(d) failure or shortage of power, fuel, transport, raw materials, components, or equipment;
(e) accident, breakdown of plant or machinery, or interruption to supply chains;
(f) governmental actions, sanctions, embargoes, export or import restrictions, refusal or revocation of licences, trade controls, or other regulatory intervention;
(g) cyber-attacks, denial of service, or other material IT system interruptions.
9.2. If due to such circumstances or events, the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.
9.3. For the avoidance of doubt, the Company shall not be obliged to obtain Goods or materials from alternative sources or on different terms to avoid the effect of a force majeure event.

10. TERMINATION
10.1. The Company may immediately suspend performance of the Contract, cancel any outstanding delivery of the Goods, stop any Goods in transit, or by notice in writing to the Customer terminate the Contract without liability to the Company if:
10.1.1. the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy, or fails to remedy a breach which is capable of remedy within fourteen (14) days of receiving written notice requiring it to do so;
10.1.2. the Customer enters into bankruptcy, liquidation, administration, receivership, an individual voluntary arrangement, a corporate voluntary arrangement (as defined by the Insolvency Act 1986), or any analogous process in any jurisdiction;
10.1.3. the Customer fails to pay any sum payable under the Contract, including the Contract price or any Duties and Taxes invoiced under Condition 3.5, within seven (7) days of its due date for payment;
10.1.4. the Customer is in breach of, or causes the Company to be in breach of, any applicable export control laws, sanctions, or trade compliance requirements; or
10.1.5. a force majeure event under Condition 9 continues for a period exceeding sixty (60) consecutive days.
10.2. Notwithstanding any such termination or suspension in accordance with Condition 10.1 the Customer shall pay the Company for all Goods delivered up to and including the date of suspension or termination.
10.3. Termination of the Contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.

11. VARIATION
11.1. The Company reserves the right to vary these Terms and Conditions on not less than seven (7) days’ notice in writing to the Customer. The Customer shall be entitled to reject any such variation by a counter-notice to be served within seven (7) days of the Company’s notice, failing which the Customer shall be deemed to have accepted such variation and the variation shall come into effect at the expiry of the period of notice specified by the Company. These Terms and Conditions and any subsequent variations shall supersede all previous Terms and Conditions of trading between the Company and the Customer.

12. ASSIGNMENT
12.1. The Customer shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of the Company. The Company may assign, charge, subcontract or transfer the Contract or any part of it to any person.

13. THIRD PARTY RIGHTS
13.1. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract and no third party shall have the benefit of or the right to enforce these Conditions.

14. NOTICE
14.1. Any notice or request or other communication required to be given by the Customer under these Terms & Conditions shall be given or made by written notice and delivered to the Company’s principal place of business by first class registered post or recorded delivery and the Customer obtains a certificate of posting and produces it for inspection when so required by the Company.
14.2. In the case of any notice to be served by the Company, such notice for all purposes be deemed effectively to have been served if personally delivered or posted by first class registered post or recorded delivery to the Customers last known place of business.

15. GENERAL
15.1. Any intellectual property rights created by the Company in the course of the performance of the Contract or otherwise in the manufacture of the Goods shall remain the Company’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the intellectual property rights of the Company.
15.2. The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
15.3. The Contract and these Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
15.4. Each of the provisions of the agreement shall be treated as separate and distinct and any part held by a Court to be unenforceable shall be considered removed and shall not affect the validity of the remainder which will remain valid and enforceable in all respects.
15.5. The Contract constitutes the entire agreement and understanding between the Customer and the Company in connection with the sale of the Goods and supersedes and replaces all previous drafts, agreements, arrangements, understandings or representations, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, promise, assurance, or representation (whether made innocently or negligently) that is not expressly set out in the Contract. Nothing in this Condition shall limit or exclude liability for fraudulent misrepresentation.
15.6. Any manufacturer’s Terms and Conditions of sale of general application endorsed on Goods supplied by the Company, shall be observed and complied with by the Customer. In the event of there being any inconsistency between the manufacturer’s Terms and Conditions and these Terms and Conditions, these Terms shall prevail.

16. SALE OR RETURN
16.1. Title to any goods supplied on a ‘Sale or Return’ basis shall pass to the customer in accordance with Rule 4 Section 18 of the Sale of Goods Act 1979 but the risk in any such goods shall pass to the customer in accordance with clause 5 hereof. The Customer shall be deemed to have purchased any such goods unless they are received by the Company within 30 days after delivery to the customer and at the expiration of such period full payment will become immediately due. The Company reserves the right to withhold delivery of any such goods until the Customer has shown to the Company’s satisfaction that they are insured with a reputable insurance company against any loss or damage howsoever occasioned whilst they are in the Customer’s possession or control.
16.2. The Company will not accept goods returned by the Customer after the return date for a credit/refund, nor will the Company accept goods returned without a valid RMA number.
16.3. All shipping charges billed by the Company are NON-REFUNDABLE and will be due for payment in full by the customer.
16.4. Credits or refunds may not be offered for any of the following reasons:
16.4.1. Goods and/or packaging are damaged, and original goods packaging is not free of third party labels/writing.
16.4.2. The Company deems that goods are not in original, pre-sale Condition.
16.4.3. All components are not returned with the goods, including but not limited to cables, power supplies and driver CDs.
16.4.4. Goods MUST be sent back in their original packaging, protected in an outer box, and with no tape or labels placed on the original packaging.