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Frequency Precision Limited – Terms and Conditions of Sale

These Terms and Conditions govern the supply of goods by Frequency Precision Limited pursuant

to website orders and orders placed by telephone, post or e-mail. Defined terms are capitalised and

definitions appear at the end of this document.

1. Contract Process

a. Where You submit Your Order to Us on our Websites or by e-mailing Your Order direct to Us.

You will be notified if the Goods are unavailable or if Your Order cannot be fulfilled for any other

reason.

If at any time you wish to alter the details of your Order, please contact us. You will not be able to

alter the details of the Order once the Order has been placed in our order processing system.

No binding contract is formed until We have placed the Order in our order processing system.

We will retain a copy of the Contract for one year in the case of all orders other than Standing

Orders, the Contracts for which will be kept for 5-6 years. We strongly advise You to keep a copy for

Your own records.

2. Obligation to Supply

a. We are only liable to supply you with those goods which:

i. You describe accurately in your order; and

ii. are in stock at the time of receipt of your order.

b. Where You do not accurately describe the goods, We will use our reasonable endeavours to

supply the correct goods but you shall not rely on our skill and judgment in selecting the goods. We

will accept the return of any goods not considered satisfactory and issue you a credit invoice if the

goods delivered are retuned undamaged within 30 days of the invoice date.

3. Delivery

a. We will despatch the goods the same day for next day delivery where possible, some items not in

stock may be longer.

b. Where the delivery address is outside the United Kingdom we will despatch the goods next day

where possible, any extra delivery cost will be charge to you.

c. In either case, we will, unless otherwise agreed, charge you our standard handling charge of £12,

or £14.40 if the item is subject to VAT. If you request delivery by any other method we will advise

you of our handling charge.

d. Where we cannot deliver, whether due to a Force Majeure event or otherwise, in accordance

with the timescales envisaged at 3(a) and 3(b) above, We will advise you and give you the option to

cancel your order or to accept a revised delivery date. We may make a partial delivery of your order

where not all items are available.

e. We will arrange the return of the goods and issue you a credit invoice where we are responsible,

and you have been charged, for a duplicated delivery.

f. We may refuse to accept the return of any duplicate order or to issue you a credit invoice where,

in our reasonable opinion, the goods were delivered in accordance with a valid order. In those

circumstances, unless we agree otherwise, you will remain liable to pay us the price together with

the delivery fee and any other applicable taxes or duties in accordance with clause 7.

g. Where we do accept the return of duplicated goods delivered in accordance with a valid order,

We reserve the right to apply an administration charge of 5% of the total value of the order or £10,

whichever is the greater.

h. Nothing in this clause 3 affects the rights of consumers as set out in Clause 9 below.

4. Damage or Loss in Transit

a. We will replace at no extra cost to you any goods damaged on or before delivery, provided that

you notify us of the damage by telephone or in writing as soon as is reasonably possible after receipt

of the goods.

b. Subject to clause 4(a) above, we will replace at no extra cost to you, any goods which in our

reasonable opinion have been lost in transit provided that you notify us by telephone or in writing if

the goods fail to arrive within 28 days after the anticipated delivery date.

5. Ownership of the goods

a. Ownership of the goods will not pass to you until we have received full payment for them.

b. Until ownership of the goods has passed to you:

i. You are responsible for taking all necessary steps to prevent damage, loss or harm to the goods

and you shall insure the goods at your expense and for our benefit; and

ii. You will hold the goods as bailee and will resell them on our behalf as our agent if we instruct you

to do so.

c. If you become insolvent before we have received full payment for the goods, we may take the

goods back at your expense. In the event that you become insolvent, you authorise us or our agents

or representatives to enter your premises in order to take back the goods or to inspect the goods.

6. Warranty

a. Subject to clause 6(b), We warrant that the goods are of a satisfactory quality and reasonably fit

for their normal purpose. We give a one year warranty to return goods for repair or replacement on

all our products.

any warranties implied by statute are excluded to the fullest extent permissible under law.

c. These Terms and Conditions do not affect any statutory rights You may have.

d. If you believe that the goods are not of a satisfactory quality, you may, within 30 days of the

invoice date, notify us in writing or telephone stating the reason for your dissatisfaction. If we

authorise return of the goods and they are returned to us in their original condition and at your

expense, we will promptly replace them or refund the price of such goods.

7. Payment

a. You shall pay our invoice for the price of the goods within 14 days of the date of our invoice,

unless our head of sales or credit controller has agreed otherwise in writing.

1 OUR CONTRACT

You can cancel your order for a product at no cost any time before we send the goods.

b. If You do not pay any sums due hereunder by the due date for payment, We may charge interest

on any outstanding amount at the rate of 2% per month above the base rate of the Bank of Scotland

from the due date for payment to the date payment is made.

c. All payments shall be made in £ sterling. You are responsible for paying any bank or transmission

charge in addition to the Price.

8. Intellectual Property Rights

You will not do, or permit to be done, anything that may detrimentally affect our copyright, trade

marks or any other intellectual property rights in the Goods.

9. Cancellation of Order

a. Where you are a consumer, you may cancel your order without giving any reason by notifying us

in writing or email us within 7 working days from the date of receipt of the goods.

b. In the event that you are a consumer and you choose to cancel your order and return the goods to

us in accordance with this clause, we will refund the price, including the delivery fee, to you. You will

be responsible for the cost of returning the goods to us.

c. However:

Your rights in relation to blanket orders are as set out in clause 10 below; and

d. Where you are not a consumer:

i. You may cancel your order at any stage before the goods have been placed in our order processing

system.

ii. If you wish to cancel a blanket order after we have entered the order into our processing system

but before the effective start date, we reserve the right to charge you an administration charge of

5% of the total value of the order or £10, whichever is the greater.

10. Blanket orders

a. When agreeing to a blanket order 80% of the order must be completed within the first year.

Blanket orders will not be extended or delayed automatically unless you notify us in writing.

d. In the case of cancellation of a Standing Order, unless provided otherwise in these Terms and

Conditions, You will be liable to pay for all Goods despatched pursuant to the Order during the

period of 3 working days after we receive your notification to cancel.

11. Waiver & Severability

a. Our failure to exercise or delay in exercising any of Our rights or remedies under these Terms and

Conditions does not constitute a waiver of such rights or remedies.

b. If any provision of these Terms and Conditions is found by a court or administrative body of

competent jurisdiction to be invalid or unenforceable, it shall not affect the other provisions of these

Terms and Conditions which shall remain in full force and effect.

12. Communications

a. Apart from Orders placed pursuant to clause 1 above, any notices, request or other

communication required under these Terms and Conditions shall be in writing, and may be delivered

by post or facsimile.

b. Notices will be deemed to be delivered within 48 hours of posting where they are delivered by

ordinary first class mail to an address within the UK and within five working days of posting where

there are delivered by air mail to an address outside of the UK or, where they are sent by fax, on

receipt of a successful facsimile transmission report.

c. Notices shall be delivered to Us at the address set out in these Terms and Conditions and to You

at the address to which the invoice is sent or such other address as either party notifies from time to

time.

13. Variation

These Terms and Conditions are the only terms which apply to this Contract. Any variation to

these Terms and Conditions is valid only if it is agreed in writing by Our Head of Sales or Our Credit

Controller.

14. Headings

The headings used in these Terms and Conditions are for guidance only and shall not affect the

interpretation of these Terms and Conditions.

15. Governing Law and Language

a. These Terms and Conditions shall be governed by English Law and shall be subject to the non-
exclusive jurisdiction of the English courts.

b. These Terms and Conditions are written in the English language and all notices and

communications shall be in the English language. In the event that these Terms and Conditions are

translated into another language, the English language text shall prevail.

16. Definitions

In these and any other terms and conditions included in the Contract, the expressions listed below

shall have the following meanings:

“Agency Publishers” means any publisher producing any of the Goods on Our behalf.

“Contract” means the agreement between Us and You, which includes these Terms and Conditions,

made by Our acceptance of your Order.

“Customer, (You, Your)” means whoever places the Order for the Goods with Us.

“Consumer” means any Customer who is a natural person acting for purposes which are outside his

business.

“Effective Start Date” means the date of delivery of the first item of the Goods under a Subscription

or Standing Order.

“Force Majeure Event” means any circumstances beyond Our reasonable control, including (but not

limited to) accidents, flood, fire, natural disasters, industrial disputes, as a result of which the Goods

are unavailable.

“Goods” means any items offered for sale by Us and requested by You in the Order.

“Order” means Your request to purchase any Goods. This includes Standing Orders and/or

Subscriptions.

“Price” means that amount quoted in Our current price list from time to time plus delivery costs and

any applicable Value Added Tax or other taxes or duties.

“Seller (We, Us, Our)” means The Stationery Office Ltd a company registered in England under

number 03049649 and whose registered office is at Clifton House, Worship Street, London EC2A 2EJ,

and its authorised representatives and assignees. Our VAT registration number is 676 834780 and

our email address is customer.services@tso.co.uk.

“Standing Order” means Your Order for any Goods published during the Term and fitting the

description submitted to Us by You in the Order.

“Subscription” means Your Order for specific Goods to be published periodically during the Term.

“Term” means the period of 12 calendar months commencing on the date of the first delivery of the

whole or any part of the Goods or any subsequent anniversary thereof.