Terms and Conditions of Sale of Fretronics Engineering’s Products

These Terms and Conditions (the “Conditions”) govern the sale of goods by Fretronics Engineering Limited, a company incorporated in Scotland with company number SC743248 and having its registered address at Unit 37, Elderpark Workspace, 100 Elderpark Street, Glasgow, G51 3TR (“Fretronics Engineering”).

You can contact us by sending an email to info@fretronics.com or calling us on +44 (0)141 316 396

By choosing to purchase goods (“Products”) from Fretronics Engineering, you, as the Customer, confirm that you have read and agree to be bound by these Conditions.

1.                          Scope of Conditions
   1.                     These Conditions govern the sale of goods by Fretronics Engineering and apply to all Contracts for the supply of Products unless otherwise agreed in writing.
   2.                     These Conditions do not replace, override, or relate to any other terms and conditions that may be issued by Fretronics Engineering for separate transactions, services, or agreements. Each set of terms operates independently, these include:
      1.               Terms and Conditions for Repair Services;
      2.               Terms and Conditions for Design, Development and Manufacturing; and
      3.               Any other contracts for other services including Electronics Manufacturing services.
   3.                     In the event of any conflict between these Conditions and other terms and conditions issued by Fretronics Engineering, the specific terms applicable to the relevant transaction shall take precedence. 
   4.                     These Conditions do not apply to bespoke, made-to-order, or custom-designed Products created specifically to the Customer's specification or request ("Custom Products"). Such Custom Products are governed by the Terms and Conditions for Design, Development and Manufacturing or any other applicable agreement. Custom Products are not covered by these Conditions, including but not limited to provisions on returns, refunds, and cancellation.
2.                          Definitions and interpretation
   1.                     In these Conditions:

“Business Day” means 9.00am to 5.00pm from Monday to Friday on any day which isn’t a bank or national holiday in Scotland;

"Contract" means the agreement between Fretronics Engineering and the Customer for the sale of Products, incorporating these Conditions.

"Customer" means the person, firm, company, or organisation purchasing Products from Fretronics Engineering.

"DAP" refers to Delivered at Place as defined by Incoterms 2020.

"Order” means an order for Products placed by the Customer whether online via the Website, over the phone, or in writing;

"Products" refer to the goods set out in the Order and to be supplied by Fretronics Engineering to the Customer in accordance with the Contract.

"VAT" means Value Added Tax applicable under Scottish law.

“Website” means Fretronics Engineering’s website accessed at https://www.fretronics.com/;

2.                     In these Conditions, unless the context otherwise requires:
   1.               a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
   2.               any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
   3.               a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
   4.               a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
   5.               a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
   6.               words in the singular include the plural and vice versa;
   7.               any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
   8.               a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; and
   9.               a reference to any Scottish action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Scotland, be deemed to include a reference to that which most nearly approximates to the Scottish equivalent in that jurisdiction.

3.                          Formation of Contract 
   1.                     Other than in respect of Custom Products, all Products sold by Fretronics Engineering are subject to these Conditions, which shall govern the Contract to the exclusion of any other terms.
   2.                     Acceptance of a quotation or placement of an Order by the Customer constitutes an offer to purchase Products subject to the Contract including these Conditions.
   3.                     No variation to an Order or the Contract shall be binding on Fretronics Engineering unless expressly agreed in writing and signed by a duly authorised representative of each of Fretronics Engineering and the Customer.
   4.                     The Customer acknowledges that Fretronics Engineering’s Products are unsuitable for domestic or retail applications and undertakes that it is a bona fide trading entity or professional end-user. The Customer further acknowledges that the laws governing the Contract shall be those relating to business to business (rather than business to consumer) transactions unless judged otherwise by a court of competent jurisdiction
4.                          Placing and Acceptance of Orders 
   1.                     Acceptance by Fretronics Engineering of the Customer’s Order is subject to the availability of Products and the correct price being stated.
   2.                     Fretronics Engineering reserves the right to refuse any Order at its discretion. No binding obligation to supply any products shall arise until the earlier of (i) Fretronics Engineering’s written acceptance of the Order; or (ii) Fretronics Engineering making the Products available for collection or notifying the Customer they are available for collection.
   3.                     The Customer is responsible for ensuring the accuracy of the any Order and for checking any Order acknowledgment communication issued by Fretronics Engineering.
5.                          Price of the Products 
   1.                     The price payable for the Products shall be as stated in Fretronics Engineering’s price list current at the date of acceptance of the Order or as set out in a quotation issued to the Customer. All prices quoted are valid for 30 days only or until earlier placement of an Order relevant to such quotation by the Customer. Quotations are invitations to treat only and are incapable of acceptance by the Customer.
   2.                     Fretronics Engineering reserves the right to increase the price of the Products to reflect any increase in cost beyond its control, such as foreign exchange fluctuations, currency regulation, alteration of duties, significant increase in the cost of labour, materials, or other costs of manufacture.
   3.                     The price of the Products is exclusive of the cost of delivery, packaging, insurance, VAT, customs duties, and all other taxes, duties, and expenses, all of which shall be added to the price for the Customer’s account unless otherwise stipulated in writing by Fretronics Engineering.
   4.                     Fretronics Engineering shall be entitled to invoice the Customer for the price of the Products at any time following its acceptance of the Order.
   5.                     If delivery is made in instalments, each instalment may be separately invoiced, and if so, each such invoice shall be paid for when due, without regard to other instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   6.                     Quotations and information including prices payable for Products on the Website is an “invitation to treat” and not a contractual offer from Fretronics Engineering which the Customer may accept. Fretronics Engineering reserves the right to correct any errors in that information without any liability to the Customer. In no circumstances will Fretronics Engineering be contractually bound to supply the Customer with Products on the basis of any incorrect information, even if that information is repeated in the Customer’s Order.
6.                          Delivery 
   1.                     Products will be delivered to the delivery location set out in the Customer’s Order under the Incoterms 2020 DAP (Delivered at Place) basis (subject to reimbursement of Fretronics Engineering’s delivery costs). Fretronics Engineering will deliver the Products to the agreed delivery location for unloading at which time all risk in the Products shall pass to the Customer, and the Customer is responsible for paying any import duties, taxes, or other costs related to customs clearance.
   2.                     Fretronics Engineering shall not be liable to the Customer for any losses, costs or expenses arising out of the Customer’s failure to provide adequate instructions for delivery.
   3.                     Any delivery dates given to the Customer by Fretronics Engineering are for guidance purposes only and time of delivery is not of the essence. Although Fretronics Engineering will use all reasonable efforts to meet delivery dates, it shall not be liable for any loss or damage, whether direct, indirect, or consequential, for any delay in delivery, in whole or in part, howsoever caused.
   4.                     Risk in the Products shall transfer to the Customer immediately upon arrival at the agreed delivery location and availability for unloading.
   5.                     If the Customer refuses or fails to take delivery of the Products, Fretronics Engineering will be entitled at its discretion to store the Products at the risk of the Customer, and the Customer shall, in addition to the price payable, pay all costs and expenses of such storage and any additional costs of carriage incurred. 
   6.                     All Products must be inspected by the Customer immediately on delivery. If any Products are damaged or lost, or if there has been short delivery, the Customer must endorse the consignment note supplied by the carrier accordingly and submit a detailed written claim to Fretronics Engineering within two Business Days of delivery. The Customer's signature on the consignment note without any such endorsement shall release Fretronics Engineering from any liability in respect of damage or loss in transit or short delivery.
7.                          Pre-Ordered and Back-Ordered Items 
   1.                     Pre-ordered or back-ordered Products will be shipped as soon as they become available.
   2.                     An estimated date for when pre-ordered or back-ordered Products will be made available for collection is provided on the relevant product's information page on the Website. Fretronics Engineering will use reasonable endeavours to meet an estimated date but does not make any guarantee it will do so. Time is not of the essence for the purposes of this clause.
   3.                     In the event of any changes to the estimated dispatch date, Fretronics Engineering will notify the Customer as soon as practical.
   4.                     Payment for pre-ordered or back-ordered Products will be taken in accordance with the payment terms set out in these Conditions unless otherwise specified in writing.
   5.                     If a Customer wishes to cancel a pre-order or back-order prior to dispatch, they must notify Fretronics Engineering in writing. Refunds will be processed in accordance with the applicable cancellation terms.
8.                          Payment 
   1.                     Payment is due within 7 days of the date on the invoice date unless otherwise agreed in writing.
   2.                     Fretronics Engineering reserves the right to charge interest on overdue invoices at the rate of 5% per annum above the base rate of the Bank of Scotland, accruing daily from the due date until the date of payment, whether before or after judgment.
   3.                     The Customer shall make all payments due under the Contract without any deduction or withholding except as required by law and shall not be entitled to assert any credit, set-off, or counterclaim against Fretronics Engineering to justify withholding payment of any such amount in whole or in part.
   4.                     Fretronics Engineering reserves the right to suspend further deliveries to the Customer if any payment is overdue or if, in its reasonable opinion, the Customer's creditworthiness has deteriorated.
9.                          Warranty on new Products 
   1.                     New Products manufactured and sold by Fretronics Engineering come with a 12-month manufacturer’s warranty (“Limited Warranty”) as standard.
   2.                     The Limited Warranty covers any defects in workmanship for 12 months from the original date of purchase, subject to the following exceptions:
      1.               ordinary wear and tear in the course of normal use.
      2.               accidental or environmental damage, including dropping, spillage, improper handling, or storage.
      3.               use not in accordance with Fretronics Engineering’s installation, operation, or maintenance instructions; 
      4.               repairs or modifications carried out by any person not authorised by Fretronics Engineering to do so;
      5.               defects in individual parts and components, which shall be covered under the applicable manufacturer’s warranty (if any); and
      6.               cosmetic defects.
   3.                     To make a claim under the Limited Warranty, the Customer must contact Fretronics Engineering at service@fretronics.com, providing proof of purchase or Order details.
   4.                     Fretronics Engineering reserves the right to inspect the Product before offering a remedy under the Limited Warranty. Repaired or replaced units remain subject to the remainder of the original warranty period.
   5.                     Fretronics Engineering does not warrant that the Products will operate uninterrupted or error-free or will meet the Customer’s requirements.
   6.                     The Customer is responsible for all costs associated with delivering the Product to Fretronics Engineering under the Limited Warranty.
   7.                     Once Fretronics Engineering confirms that the relevant Product is covered under the Limited Warranty, it shall attempt to repair the defective Product. If Fretronics engineering determines repair is not possible or impractical, it may, at its discretion offer the Customer a replacement Custom Product or a refund of the price paid for the relevant Product.
10.                       Ownership of the Products 
    1.                 Ownership of the Products shall not pass to the Customer until Fretronics Engineering has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Fretronics Engineering from the Customer on any account.
    2.                 Until ownership of the Products has passed to the Customer, the Customer shall:
       1.           hold the Products on a fiduciary basis as Fretronics Engineering’s bailee;
       2.           store the Products (at no cost to Fretronics Engineering) separately from all other goods in such a way that they remain readily identifiable as Fretronics Engineering’s property;
       3.           not destroy, deface, or obscure any identifying mark or packaging on or relating to the Products; and
       4.           maintain the Products in satisfactory condition and keep them insured on Fretronics Engineering’s behalf for their full price against all risks. 
    3.                 The Customer's right to possession of the Products not fully paid for shall terminate immediately if the Customer fails to comply with these Conditions and the Customer shall at its cost immediately procure the return of the Products to Fretronics Engineering in good working order and condition, together with all documentation, packaging and other materials provided alongside the relevant Product.
11.                       Force Majeure 

Fretronics Engineering shall not be liable to the Customer for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, strikes, industrial action, war, terrorism, embargoes, governmental actions, pandemics or epidemic, or natural disasters. If Fretronics Engineering is affected by such an event which prevents it from performing the Contract for a continuous of more than 30 days, Fretronics Engineering may terminate the Contract by giving written notice to the Customer.

12.                       Returns and Refunds 
    1.                 Products may only be returned with the prior written agreement of Fretronics Engineering and must be returned in their original packaging and in a condition suitable for resale.
    2.                 Fretronics Engineering reserves the right to charge a restocking fee of £10 (exclusive of applicable VAT) per Product for returned items, except in cases where the Products are defective or have been incorrectly supplied.
    3.                 Refunds for returned Products will be processed within 30 days of receipt of the returned goods, subject to the Products being inspected and accepted by Fretronics Engineering.
13.                       Termination
    1.                 Fretronics Engineering may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
       1.            commits a material breach of the Contract and such breach is not remediable;
       2.           commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
       3.           has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 7 days after Fretronics Engineering has given notification that the payment is overdue;
       4.           stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
       5.           becomes insolvent or is unable to pay its debts as they fall due;
       6.           enters into liquidation (whether voluntary or compulsory), administration or receivership;
       7.           enters into bankruptcy proceedings; or
       8.           makes any arrangement or composition with its creditors.
    2.                 Termination or expiry of the Contract for any reason shall be without prejudice to any accrued rights of Fretronics Engineering at any time up to the date of termination.
14.                       Liability 
    1.                 Fretronics Engineering’s liability is limited to the replacement or repair of defective Products or a refund of the price paid for defective Products.
    2.                 Fretronics Engineering shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of business, or loss of goodwill.
    3.                 Nothing in these Conditions shall limit or exclude Fretronics Engineering’s liability for death or personal injury caused by its negligence or for any matter which cannot be limited or excluded under applicable law.
    4.                 Fretronics Engineering's total liability arising under or in connection with the Contract, whether in contract, delict (including negligence), or otherwise, shall not exceed the price paid for the Products giving rise to the claim.
15.                       Notices
    1.                 Notices under the Contract shall be in writing and sent to:
       1.           Fretronics Engineering at the address or the email address set out at the start of these Conditions;
       2.           The Customer to the address or email address set out in the Customer’s Order,

or to such other postal address or email address as may be designated for receipt of notices and notified by one party to the other party in accordance with clause 15.2.

2.                 Notices may be given, and are deemed received:
   1.           Where the parties are located in the UK, by Royal Mail first-class post two Business Days after posting;
   2.           Where the parties are located in different countries, by airmail seven Business Days after posting;
   3.           By hand: on receipt of a signature at the time of delivery; and
   4.           By email, at 9.00am on the next Business Day after sending, provided that no out of office, message failure or bounce back notice is received by the sender.
3.                 This clause does not apply to notices given in legal proceedings.

16.                       General 
    1.                 Fretronics Engineering reserves the right to amend these Conditions at any time, and the Customer is deemed to accept the updated Conditions upon placement of any new Orders.
    2.                 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    3.                 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    4.                 No failure, delay or omission by Fretronics Engineering in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Fretronics Engineering shall prevent any future exercise of it or the exercise of any other right, power or remedy by Fretronics Engineering.
    5.                 The Customer shall at the request of Fretronics Engineering, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
    6.                 If any provision of these Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
    7.                 For further information or queries, please contact Fretronics Engineering using the details provided above. 
17.                       Governing Law 
    1.                 These Conditions and any Contract formed under them are governed by and construed in accordance with the laws of Scotland.
    2.                 Any disputes arising in connection with these Conditions or the Contract will be subject to the exclusive jurisdiction of the Scottish courts.