Terms and Conditions

All orders are accepted by Fine Controls (UK) Ltd subject to the Terms and Conditions of Sale set out below:

Fine Controls (UK) Ltd, hereafter referred to as FC

1. General

All orders for products are accepted subject to these terms and conditions of sale. No other terms will apply to the supply of products and services unless agreed in writing by an authorised signatory of FC or expressly stated otherwise in these terms and conditions of sale.

All descriptions of the products and services contained on the FC website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between FC and the Customer. FC shall not be liable to the Customer for any errors or omissions in its website or other literature. The advertising of products and services on the FC website is not an offer capable of acceptance, it merely constitutes an invitation by FC for the Customer to make an offer to purchase products and services.

These terms and conditions of sale do not apply to export transactions, to which separate terms and conditions of sale apply. Please contact our Sales office on 0151 343 9966 for further details on export transactions.

FC is a business-to-business supplier. The FC website is intended for use by business customers and not by consumers or private individuals. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.

2. Prices

The prices of the products and services are as set out on the FC website at the date of despatch of the ordered products or the date of provision of the ordered services. Customer is informed that prices and products are subject to change. Products which are not stocked by FC will be sold at the prices set out in the relevant quotation supplied by FC. All prices exclude VAT, which FC will add at the rate applicable at the date of order despatch. FC reserves the right to change prices without prior notice at any time.

3. Ordering

FC reserves the right to decline to trade with any company or person. In addition, FC 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 facsimile within a reasonable period of receipt by FC of the order.

FC executes orders to the Customer's requirements and does not substitute one product for another unless requested by the Customer, or unless 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 backorder to be fulfilled when FC next has available stock or be cancelled.

The Customer must submit orders using the FC stock numbers and the priced units used online or in any written quotation and must specify which delivery option is required. If the Customer orders the wrong product or number of products or duplicates orders, the provisions of clause 11 will apply.

4. Delivery

FC will aim to deliver products in accordance with the Customer's order. The Customer's delivery options and the prices for them are set out on the FC website or in the relevant quotation, current at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices are subject to change. 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 stated.

Times and dates for delivery quoted on the FC website or by FC's employees are approximate only and FC shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.

If any delivery is late, the Customer must notify FC, and FC will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. FC may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable FC may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

5. Inspection, Delivery Delays and Non-Delivery

The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 7 days of the date of delivery or, in the case of clause iv, the due date for delivery, give notice to FC in detail of:

1. Any defect in the product that is apparent on reasonable examination. In this case, FC shall, at FC's discretion, replace the products or refund the purchase price;
2. Any shortfall in products delivered. In this case, FC shall, at its 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, FC shall, at FC's discretion, replace the products or refund the purchase price;

4. Any non-delivery of the products (in which case the time limit is within 7 days of the estimated despatch date). In this case, FC shall deliver the undelivered products or refund the price of the undelivered products.

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. FC's 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. FC shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

6. Payment

If FC has not granted credit to the Customer, payment with order is required.

Credit terms (subject to satisfactory references and at FC's absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service by the last day of the month following the month in which the products are dispatched, unless otherwise agreed in writing with FC. All payments must be made without any set-off, deduction or counterclaim.

If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

1. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

2. FC may apply a compensation charge as an estimate of administrative and other wasted costs incurred by FC to the Customer of £40 for outstanding sums up to £999.99: £70 for outstanding sums between £1,000 and £9,999.99 and £100 for outstanding sums of £10,000 or more; and

3. FC may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate, compounded monthly.

7. Risk and Ownership

Risk of loss of or damage to the products shall pass to the Customer on delivery.

Ownership of all products supplied shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to FC has been made (via card payment or cleared funds). If the Customer is late in paying any sum to FC, then FC shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises FC and its agents to recover the products and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by FC shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or FC's right to sue for the whole of the price.

8. Product and Availability Information

FC reserves 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.

Unless otherwise confirmed, nothing in any FC literature is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

9. Warranty

For products purchased from FC: FC warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to FC within the product’s original warranty period.

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 FC. The Customer must return or dispose of the products, or make them available for collection by FC, in accordance with FC's instructions and suitably packaged. All orders are accepted by FC subject to the Terms and Conditions of Sale set out below:

The Customer must download a return form then contact FC to notify FC of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these provisions, FC may refuse such products and return them to the Customer at the cost of the Customer.

Any products which are replaced by FC shall become the property of FC. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

The remedies set out above shall be FC's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.

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 knowing that it was untrue) 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). FC 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 FC 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.

10. Liability

FC shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, 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 or sub-contractors.

FC 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 FC and the Customer, or of any order accepted by FC; (ii) any duty of any kind imposed on FC by law arising out of or in relation to the contract between FC 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.

11. Cancellations and Returns

The Customer may not cancel orders once accepted by FC. FC may, at its discretion and in writing, allow an order to be cancelled subject to FC recovering from the Customer the costs incurred by FC. In the event of cancellation of part of any order only, FC 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.

The Customer may only return products to FC and receive a credit or refund and on the following conditions:

1. The Customer must contact FC prior to the return of any products and obtain the prior consent of FC and obtain a returns number (to be quoted on all returned paperwork);

2. Return must be made within 14 days of the date of delivery (as stated on the delivery documentation). Products must be returned to FC in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to FC adequately packed and despatched freight prepaid, clearly labelled to CUSTOMER RETURNS DEPARTMENT, Fine Controls (UK) Ltd, Bassendale Road, Croft Business Park, Bromborough, Wirral CH62 3QL

3. The Customer must follow any specific instructions which appear on the FC website or with any product regarding its return to FC;

4. The Customer must quote the invoice details or the FC reference number on the FC Customer Returns Form from the original despatch note, otherwise, any credit given for the returned products will be based upon the lowest sales price; and

5. For products returned due to Customer error or no longer required and returned in accordance with (i) - (iii) above, a handling charge will be applied. This handling charge is set out in the additional information at the end of this document.

Where the Customer returns products to FC not in accordance with (i) - (iii) above (for example, after 14 days from the date of despatch or in an unfit state) FC will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out in the additional information at the end of this document).

This returns policy excludes software, calibrated products and specially manufactured products. FC accepts no responsibility for any loss of or damage to products in transit from Customer to FC or for any items received by FC with them.

12. Services

FC offers services in respect of products. These services include REPAIR, CALIBRATION, SOFTWARE, and any other services that the parties agree. FC may quote a turnaround time target for these services, but FC shall be under no liability if it fails to comply with such target. Except in respect of the 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, calibration, software update are:

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. FC 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 FC shall not be under any liability whatsoever in respect of any data contained in such software.

CALIBRATION: FC will check the product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to National Standards.

SOFTWARE UPDATE: FC will install the latest version of the software. FC will functionally check the unit to ensure software acceptance.

13. Force Majeure

A force majeureevent is any event beyond the reasonable control of FC (including strikes, traffic congestion, the downtime of any external line, or FC's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If FC is 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 FC 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 major event continues for a period longer than fourteen days, FC 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.

14. Data Protection and Customer Information

FC is registered as a data controller under the Data Protection Act 1998. Any member of this group may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition, FC may disclose the Customer's and its employees' details to organisations working on behalf of FC anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and FC's obligations under these terms and conditions of sale.

FC may send to the Customer and its employees details of other products and services offered by its group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should contact the FC Marketing Department either in writing at Fine Controls (UK) Ltd, Bassendale Road, Croft Business Park, Bromborough, Wirral CH62 3QL, by telephone on 0151 343 9966 or by e-mail at: steph.upham@finecontrols.com

15. Law and Jurisdiction

The contract between FC and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but FC may enforce the contract in any court of competent jurisdiction.

Registered Office: Fine Controls (UK) Ltd, Bassendale Road, Croft Business Park, Bromborough, Wirral CH62 3QL, Tel: 0151 343 9966, Fax: 0151 343 0062. Registered No. 2916212. VAT Registration No. GB 618 8289 01.

Additional Information on Services

The following options are available to the Customer. FC's current terms and conditions of sale shall also apply. These options and their terms and prices are subject to change. Whilst FC will try to maintain the prices quoted below, FC reserves the right to change them without prior notice at any time.

1. Delivery

1.1 NEXT DAY DELIVERY:

Next Day Delivery for Online Purchases is charged at £9.95 per order, Next Day Delivery for Standard Purchases is charged at £14.00 per order .

FC aims but does not guarantee to deliver products for the next working day. Details of order cut-off and expected delivery times are given in the table below. No deliveries will be made on Saturdays, Sundays or public holidays unless discussed with FC and will be charged accordingly. Delivery times are approximate only.

1.2 GUARANTEED TIMED DELIVERIES:

The rates, latest order times and estimated delivery times are given in the table. No deliveries will be made on Sundays or public holidays unless discussed with FC and will be charged accordingly. These services are not available in all areas of the country, please contact our sales office for delivery costs and times if your area is not covered by our online shipping calculator.

All Next Day Deliveries will be made by UK Mail.

1.3 TRADE COUNTER COLLECTION:

All products shown in stock are available for collection FOC from our warehouse in Bromborough before 4.00pm. When the Customer collects a pre-ordered product from our warehouse the Customer must hand over a properly authorised order with proof of identity.

1.4 FORWARD ORDERS:

Forward Orders are limited to a 12 month period from the date of the order and to a maximum of 12 deliveries within the 12 month period.

2. Methods of Payment

Payment may be made via BACS transfer, cheque, credit card or debit card as accepted by FC. Cash payments are not accepted in any circumstance.

3. Returns

The handling charge for returns which are made in accordance with the returns policy set out in FC's current terms and conditions of sale is 20% of the invoice value. The handling charge for returns which are not made in accordance with FC's returns policy will be the actual cost of reprocessing (subject to a minimum 20% of the invoice value).

4. Third-Party Approvals

Fine Controls (UK) Ltd is registered to operate to the following standards.

• ISO9001:2015 Certificate number 2098/A/0001/UK/EN