TERMS AND CONDITIONS
1.1. In these terms and Conditions the following expressions shall have the following meanings:
1.1.1. “Company” means Things Embedded LLC (Registered Number 14002709) whose registered office is at
7 Westover Drive, Orlando, Florida, 32804, USA.
1.1.2. “Consequential Loss” means the following types of loss whether arising from negligence, breach of
contract or otherwise:
126.96.36.199. loss of profits, revenue or other types of economic loss;
188.8.131.52. loss of business or contracts;
184.108.40.206. loss of anticipated savings or goodwill;
220.127.116.11. losses arising from loss of data;
18.104.22.168. 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
22.214.171.124. 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 http://www.things-embedded.com
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 despatch 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
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;
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, VAT and any other dues
or taxes payable by the Customer.
4. PAYMENT TERMS
4.1. Payment is due in full in pounds sterling (or other currency agreed by the Company) without any deduction in accordance with the payment terms of the supplied invoice. Time for payment shall be of the essence.
4.2. All invoices shall be final and binding unless within 7 days of the invoice date the Customer objects in writing to
the Company, stating the reason for the objection.
4.3. If any payment is not made when due all sums then owing shall become due and payable immediately and the
Company shall be entitled to:
4.3.1 charge the Customer:
126.96.36.199. interest (calculated on a daily basis) on the amount outstanding from the due date until payment
is made in full at the rate of 2% above the base rate from time to time of Barclays Bank Plc; and
188.8.131.52. the costs of obtaining judgment or payment including all reasonable professional costs and other
costs of issuing proceedings or pursuing debt recovery.
4.3.2. suspend or cancel delivery of the Goods.
5. DELIVERY AND RISK
5.1. Delivery of the Goods shall be made to the Customer’s address. Risk in respect of the Goods supplied to the
Customer will pass on delivery.
5.2. While the Company will make every reasonable effort to meet any given delivery date any such date is an
estimate only and me for delivery shall not be of the essence. If no date is specified, delivery will be within a
5.3. While the Company will make every reasonable effort to meet orders accepted, all orders are accepted
conditionally upon the availability of the Goods and the Company shall not be liable if prevented from meeting
any order because the Goods (or any part thereof) are not readily available by reason of any circumstances
outside its control.
5.4. The Goods delivered will be deemed to have been accepted as being in accordance with the Contract unless
the Company is notified of the failure to conform in writing within 5 working days of delivery (or in the case of
non-delivery within 7 days of the invoice date) failing which the Buyer shall not be entitled to reject the Goods,
the Company shall have no liability for the failure and the Buyer shall be bound to pay the price as if the Goods
had been in accordance with the Contract.
5.5. The Customer has 24 hours from receipt of the Goods to inform the Company of any shortages or damages to
the Goods delivered.
5.6. The Company reserves the right to make partial deliveries. Goods in each delivery or part delivery shall be
considered sold under a separate Contract which may be invoiced separately. Non-delivery, damages or
shortages in delivery shall not entitle the Customer to reject any Goods.
5.7. If for any reason the Customer does not accept delivery of the Goods or the Company is unable to deliver the
Goods on me because the Customer has not provided appropriate instructions, documents, licences or
authorisations then the Goods will be deemed to have been delivered, risk passing to the Customer (including
for loss or damage caused by the Company’s negligence) and the Company may:
5.7.1. store the Goods until actual delivery whereupon the Customer will be liable for all related costs and
expenses (including without limitation storage, re-delivery and insurance); or
5.7.2. sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and
selling expenses) charge the Customer for any shortfall below the Contract price.
6. PASSING OF PROPERTY
6.1. Full legal, beneficial and equitable title to and property in the Goods shall not pass to the Customer until all
amounts due or owing to the Company by the Customer, on whatever account, have been paid to the
Company in full.
6.2. Until title passes:
6.2.1. the Customer shall hold the Goods as Bailee for the Company and shall store them appropriately and so
that they are identifiable as the Company’s property;
6.2.2. the Company may recover and shall be considered to have requested the Customer to return all Goods
which have not become the Customers property following any of the events described in condition 10.1.
In these circumstances the Company shall be entitled to recover and repossess the Goods in addition to
its other rights.
6.2.3. for the purpose of recovery the Customer shall permit the Company, its employees and agents to enter
any place where any Goods which to the Company is entitled under Condition 6.1 are or are believed to
be situated and shall on demand pay the Company the cost of removal and transport.
6.3. The Customer may use and/or resell Goods in the ordinary course of business although property has not
passed. This right shall automatically cease following any of the events described in Condition 10.1.
6.4. In any resale of the Goods before property has passed the Customer shall hold in trust for the Company so
much of the resale proceeds as are required to discharge the Customers indebtedness to the Company.
6.5. Nothing in this Condition shall affect the passing of risk or entitle the Customer to return any Goods or refuse or
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. All goods should be returned via a reputable courier that can ensure end to end tracking of
the returned goods. After receipt, the Company will endeavour to repair or make good such defect or
failure in such Goods free of charge to the Customer including all costs of return transportation of any
Goods or materials to the Customer’s original delivery location for that purpose;
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 the case of DOA (Dead on Arrival) returns where the Goods have failed within 7 days of receipt of said Goods
by the Customer, the Company shall endeavour upon receipt of the faulty Goods to replace or repair the Goods
within 14 days (subject to stock).
7.3.1. In the event of DOA, the Company will arrange, and cover the costs of collection of the goods from the
Customer’s original delivery location on the order.
7.4.In the case of damaged Goods that have been notified by the Customer to the Company within 24 hours of
receipt, the Company will endeavour to replace or repair the goods as soon as possible whilst being under the
restriction of the Company’s or the associated Courier’s insurance policy.
7.5.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 Company’s
cost of collection, inspection, and delivery.
7.6.Condition 7.1 shall not apply unless the Customer:
7.6.1. notifies the Company in writing of the alleged defect within 7 days of the time when the Customer
discovers or ought to have discovered the defect and in any event within 12 months of the delivery of the
Goods or such other periods as agreed by the Company in writing; and
7.6.2. affords the Company a reasonable opportunity to inspect the relevant Goods and, if so requested by the
Company and where it is reasonable to do so, promptly returns to the Company or such other person
nominated by the Company a sample of the Goods within 14 days, carriage paid by the Customer, for
inspection, examination and testing and/or otherwise permit the Company to have access to the Goods
at the Customer’s premises or other location where they may be.
7.7. If the Company elects to replace the Goods pursuant to Condition 7.2.2, the Company shall deliver the
replacement Goods to the Customer at the Company’s own expense at the address to which the defective
Goods were delivered and the legal, equitable and beneficial 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 as may be necessary to deliver up to the Company the defective Goods which are being replaced
or materials relating to the previously performed Services to the Company.
7.8. The Company shall be under no liability:
7.8.1. 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
7.8.2. if the total price for the Goods has not been paid by the due date for payment;
7.8.3. 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;
7.8.4. 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;
7.8.5. In respect of any type of defect, damage or wear specifically excluded by the Company by notice in
7.8.6. if the Customer makes any further use of the Goods after giving notice in accordance with Condition 7.4
7.9. 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.
8.1. Nothing 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. The Company shall not in any circumstances be liable to the Customer for any loss of profit, loss of anticipated
revenue, loss of business, or any consequential or indirect loss.
8.3. The Company’s aggregate liability to the Customer arising under the Contract or otherwise whether for
negligence breach of Contract, misrepresentation or otherwise shall in no circumstances exceed the price of
the Goods supplied to the Customer.
8.4. Whilst we have taken all reasonable steps to ensure the accuracy and completeness of the information on our
Website it is provided on an “as is” basis. We give no warranty and make no representation regarding the
accuracy or completeness of the content of our Website, 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). Further, no warranty is given that our Website shall be
available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising
out of such unavailability.
8.5. Access to and use of our Website is at your own risk. We do not warrant that the use of our 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. We accept no liability for viruses. We recommend that you take all appropriate
safeguards before downloading information or images from our Website.
8.6. We shall not be liable to you for any loss of profit; or loss of anticipated revenue; or loss of business; or any
consequential or indirect loss.
8.7. Product images are for illustrative purposes only and may differ from the actual Product you receive.
8.8. Some images, illustrations and photographs utilized on this website have been purchased via stock
photograph companies and the usage on this site complies with the Terms and Conditions set out by the
stock photo company. All other images, photos and illustrations are the sole property of the Company and
should not, in any instance be used, copied or distributed without the prior consent of the Company.
8.9. The use of third party websites is entirely at your own risk. Links contained in our Website will lead to other
websites not under control of the Company, and we accept no liability for the content of any linked site or any
link contained in a linked site. Links provided on this Website are provided to you only as a convenience and
the inclusion of any link does not imply reliability and endorsement by us of the content of any third party’s
8.10. You are not permitted (nor will you assist others) to set up links from your own websites to this Website
(whether by hypertext linking, deep-linking, framing, toggling or otherwise) without our prior written consent,
which we may grant or withhold at our absolute discretion.
9. FORCE MAJEURE
9.1. The Company shall not be liable to the Customer for any loss or damage which may be suffered from the
Customer as a direct or indirect result of the supply of the Goods by the Company being prevented, hindered,
delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable
control including but not limited to acts of God, fire, flood, storm, war, act of terrorism (declared or
undeclared), riot or civil commotion, strike, lock-out, trade dispute or labour disturbance (whether of the
affected party’s own employees or others), failure of supplies of power, fuel, transport, equipment, raw
materials or other Goods or services, accident, breakdown of plant or machinery, or increased expense in
obtaining workmen, materials or transport or other circumstances affecting the supply of Goods or means of
delivery provided that, if the event of force majeure continues for a continuous period in excess of three (3)
months, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
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.
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 of its obligations under the Contract which is capable of remedy,
or persists in any breach of any of its obligations under the Contract after having been requested in
writing by the Company to remedy or desist from such breach within a period of 14 days; or
10.1.2. the Customer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership,
administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; or 10.2
any sum payable under the Contract is not paid within seven (7) days of its due date for payment in
accordance with this Contract.
10.2. any sum payable under the Contract is not paid within seven(7) days of its due date for payment in
accordance with this Contract.
10.3. 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.
10.4. 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.
11.1. 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.
12.1. 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 Pares) Act 1999 shall not apply to the Contract and no third party shall have the
benefit of or the right to enforce these Conditions.
14.1. 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 principle place of
business by first class registered post or recorded delivery and the Customer obtained 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.
15.1. 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 Terms and Conditions shall be governed by and construed in accordance with English
Law. All disputes or claims of any nature arising out of or relating to this Contract shall be subject to the
exclusive jurisdiction of the English Courts.
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 sets out the entire agreement and understanding between the Customer and the Company in
connection with the sale of the Goods and shall supersede and replace all documentation previously issued
by the Company purporting to set out its Terms and Conditions of sale of the Goods.
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 6 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
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
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 its original packaging, protected in an outer box, and with no tape or
labels placed on the original packaging.