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MADE IN
THE UK

Terms & Conditions


Standard Terms & Conditions

All contracts for the sale of goods made by or on behalf of NetThings Limited, a company incorporated in Scotland (Company Number SC313913) and having its registered office at 14 New Mart Road, Edinburgh, EH14 1RL (“the Company”) are subject to the following terms and conditions:-

  1. Quotations and Acceptance:
    • Quotations are valid for thirty (30) days and represent no obligation until the Company accepts the purchaser’s purchase order.
    • Where a quotation includes material free issued by the purchaser or its agent, all such materials must be to the agreed specification, including packaging, and in good condition.
    • Any order sent to the Company by the purchaser shall be accepted entirely at the discretion of the Company and, if accepted, the Company’s terms and conditions shall apply to the entire exclusion of those of the purchaser contained on or referred to in an order form or other documents or correspondence from the purchaser. No addition, alteration or substitution of these terms shall be binding upon the Company unless expressly accepted in writing by an authorised officer of the Company.
  1. Terms of Payment:
  • Payment is due 30 days from date of invoice except where the Company stipulates cash with order, cash on delivery, revised credit terms or letter of credit terms. The Company reserves the right to charge interest before and after any judgment at 4% above the base lending rate of The Royal Bank of Scotland per month on any sum outstanding after the due date and to cancel the order or suspend any further deliveries.
  • Payments on letter of credit terms shall be through an irrevocable letter of credit in favour of the Company and confirmed by a London Clearing Bank. The letter of credit shall have an initial validity equal to the delivery period plus one month, permit part shipments and provide for the release on each shipment of 100% of the contract value there-of. No liability to deliver goods shall arise before the Company receives such a letter of credit.
  • Payment shall not be withheld on account of any claim by the purchaser against the Company. The Company reserves the right to suspend deliveries where payment for any order has not been made by the due date and remains outstanding.
  • If at any time any sum of money becomes payable by the Company to the purchaser under or in connection with the contract or any breach thereof by the Company, the Company shall be entitled in addition to any other rights of set off conferred by law, to set off against such sum any amount then due or which may at any time thereafter become due, to the Company by the purchaser under the contract or any other contract, order or transaction between them.
  • Any material purchased against forecast that is subsequently cancelled or delayed beyond forecasted delivery date shall be invoiced in full.
  1. Prices, Delivery and Installation:

3.1      Prices do not include V.A.T., excise or any other taxes. All taxes incurred on the goods are the responsibility of the purchaser.

  • The Company reserves the right to increase the price of goods in proportion to any increase of costs to the Company between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, labour, materials, transport and taxes).
  • The Company reserves the right to increase the price of the goods where the increase is due to any act or default of the purchaser, including without limitation any amendment to the specification of the goods or the cancellation by the purchaser of any part of any order or non-adherence to agreed call-off or scheduled delivery arrangements.
  • The Company reserves the right to correct the price of goods for any accidental error or omission made on quotations and invoices.
  • Delivery will be ex works and goods will be packed to the Company’s normal specification in non-returnable packaging unless otherwise specified.
  • The Company reserves the right to deliver and / or install in more than one consignment and to invoice each consignment separately.
  • In the event of delay in delivery and / or installation attributable to the purchaser or its agents the goods shall be at the purchaser’s risk from the date of such delay and that date shall be the date of commencement of any guarantee for any undelivered goods. The Company may invoice the price for the full amount of the outstanding order on the date of such delay. This price shall be payable irrespective of whether or not delivery takes place.
  • Where delivery or installation is delayed for reasons attributable to the purchaser or its agents, storage and other additional costs will be charged to the purchaser, the goods will be at the purchasers’ risk from the date of commencement of such delay, the original delivery date shall be the date of commencement of the guarantee and the Company may invoice the price on the original delivery and installation date.
  • Time of delivery and installation where required shall not be of the essence and any delivery and installation period or date quoted is an estimate only and any period commences from the date of confirmation of the order by the Company. Provided the Company takes all reasonable steps to deliver and install the goods at the time stated and gives the purchaser reasonable notice if it is unable to meet any delivery and / or installation date quoted, the Company shall be under no liability for any delay or failure in delivery or installation.
  • Carriage will be at the purchaser’s expense and any cash on delivery charges will be added to the price of the goods unless otherwise specified.
  • All specifications drawings and particulars of weights, dimensions, capacity or other details provided by the Company are intended to give a general idea of the goods but will not form part of the contract. If the description of any goods in any correspondence, leaflet or invoice varies from that of the manufacturer the manufacturer’s description will be deemed to be the correct description and shall take precedence over the Company’s description. The description of the goods has been given by way of identification only and the use of such description shall not constitute a sale by way of description.
  • All goods supplied by the Company must be installed and commissioned in accordance with the specifications and installation guide provided with the goods. Where the purchaser is not the end user the purchaser must provide the end user with a copy of the user guide and provide basic instruction regarding the correct operation of the goods. The company recommends that the goods are installed, commissioned and end user instruction is provided by the Company or an installer accredited by the Company. In cases where the purchaser elects to install the goods themselves or using a non-accredited installer the Company recommends that the purchaser obtains supervision visits by the Company or their accredited installers as necessary, to ensure the goods are installed, commissioned and end user instruction is provided in accordance with the Company’s guidelines. Costs to provide commissioning and client handover arrangements and supervision visits can be obtained from the Company or their accredited installers.
  1. Orders
  • The Company will only acknowledge orders received on headed paper via post, fax or via e-mail on pdf application. No other orders will be accepted unless by prior written agreement.
  • Where agreement has been made, orders may be accepted via EDI (Electronic Data Interchange).
  • The Company will acknowledge all orders with five working days of receipt of purchaser’s order.
  • No orders will be accepted in the event of any discrepancy between the order and the quotation.
  • the Company will notify the purchaser within five (5) business days of receiving the order of any discrepancy with the order.
  1. Risk and Insurance:
  • The risk in the goods shall pass to the purchaser upon delivery of the goods at the premises.
  • The purchaser is required to insure the goods at full value for loss or destruction until title of goods has been passed to the purchaser.
  • The purchaser shall be deemed to have accepted all goods on their delivery and / or installation by the Company or their agent to the address specified on the order.
  1. Title:
  • The purchaser may exercise its right to sell the goods as the fiduciary agent of the Company in the usual course of the purchaser’s business but such right may be revoked at any time by the Company giving notice to the effect that if the purchaser is in default for longer than seven (7) days in the payment of any sum whatsoever due to the Company. This right shall automatically cease if a receiver, administrative receiver, manager, or administrator is appointed over the assets, undertaking or property of the purchaser or a winding-up or administration order against the purchaser is made or petitioned, or any petition or order in bankruptcy against the purchaser is presented or made, or the purchaser goes into voluntary liquidation or calls a meeting of or makes arrangements or compositions with creditors.
  • Upon determination of the purchasers’ rights under 6.1 above the purchaser shall place the goods at the disposal of the Company (who shall be entitled to enter any premises of the purchaser for the purpose of removing the goods and to remove the goods from the said premises) and / or as the case may be pay to the Company the proceeds then held by the purchaser as trustee for the Company in accordance with the passing of legal title..
  • Property in and title to each consignment of the goods shall pass to the purchaser when (but not until) the whole price for that consignment has been paid in full. The purchaser shall ensure at all times that the goods are readily identifiable as the Company’s until the full price is paid and shall give the Company and / or its agents access to any premises where the Goods are stored or situated or where the Company reasonably believes them to be stored or situated for the purposes of inspecting or recovering the Goods.
  • Except with the prior written permission of the Company, the customer shall not change, mutilate, obscure or otherwise deface or interfere with any of the Company’s trademarks or brands on the Goods or any materials, documents or instructions accompanying the Goods.
  1. Proprietary Rights:
  • Both the Company and the purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the order.
  • The purchaser acknowledges and agrees that:
  1. any goods provided to the purchaser will not (either in whole or in part) be reverse engineered, decompiled, replicated or otherwise reproduced by the purchaser, its employees or any third party acting on its behalf;
  2. all intellectual property rights in the goods are retained by the Company and the purchaser’s use of the goods shall not be deemed to confer upon the purchaser any rights whatsoever in respect of any part of the goods;
  • it shall not publicise or make available to any third party the goods, any drawings, designs, written instructions, specifications, formulas, data, mock-ups or other information supplied by the Company;
  1. the purchaser will not to use the name, logo, trade marks or other identity of the Company for any advertising or publicity purposes or otherwise without the Company’s express prior written consent
  1. Warranty:

8.1      the Company warrants that (subject to the other provisions of these Conditions) the goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, be reasonably fit for the purpose of monitoring relative levels of electricity, water and / or gas consumption (as applicable, depending on the type of goods supplied) if good are operated within the parameters as described.

  • the Company warrants that the goods shall be reasonably fit for any particular purpose for which the goods are being bought if the purchaser has made that purpose known to the Company in writing and the Company has confirmed in the quotation or other correspondence that the purchaser can rely on the judgement of the Company for this purpose.
  • Any defects which under proper use appear in the goods within a period of twelve months (or unless otherwise stated) after delivery will be made good by the Company either by repair or, at the Company’s option, by replacement provided such faults or defects are notified to the Company in writing within the fourteen day period and that the goods are returned to the Company carriage paid and suitably packaged within twenty one (21) days.
  • the Company shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or under statute or common law or otherwise for any consequential or other loss, damage or injury however caused and whether caused by the Company’s negligence which may arise out of or in connection with the supply of the goods to the purchaser except for liability for death or personal injury arising from the Company’s negligence.
  • This warranty does not apply to goods which have been subject to misuse, including static discharge, neglect, accident or modification, or which have been altered or are not capable of being tested.
  1. Cancellation and Returns:
    • No goods may be returned for credit unless previously agreed with the Company and the Company has issued an RMA (Returned Material Authorisation) number. the Company’s sole obligation and the purchaser’s sole remedy under this provision is limited to the cost of repair or replacement of the goods supplied irrespective of the nature of the claims whether in contract, law or tort.
    • Cancellation by the purchaser shall only be effective if expressly accepted in writing by an authorised officer of the Company. The goods shall be at the purchaser’s risk from the date of cancellation and the date of cancellation shall be the date of commencement of the guarantee for any undelivered goods. The Company may invoice the price for the full amount of the outstanding order on the date of cancellation. This price shall be payable irrespective of whether or not delivery takes place.
    • The Company reserves the right to cancel without prejudice to any rights which may have accrued and shall be under no liability for such cancellation all or any part of any order after acceptance if it is found that it is unable to meet any specific requirements of that order.
  1. Product Recall:
  • In the event of a product recall in respect of any goods, the purchaser shall fully and promptly co-operate with the Company and shall immediately cease to use any such goods affected by the product recall and permit the Company or its authorised agent to uplift the goods.
  1. Liability:
  • Save in the case of personal injury or death caused by the negligence of the Company, the Company shall not be liable in contract, tort, (including negligence on the part of the Company), breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the purchaser howsoever arising out of or in connection with the supply of goods or services by the Company.
  • If for any reason the provisions within Section 7.2, 8 and 11.1 are of no effect in respect of a claim against the Company, the Company’s liability in respect of that claim shall in no event exceed the price paid for the relevant goods or services by the purchaser.
  • the Company accepts no liability whether in contract, tort (including negligence by the Company), breach of statutory duty or otherwise howsoever the cause thereof for any loss of use, business profits, contract revenues, or anticipated savings or any special, consequential or indirect loss or damage of any nature whatsoever.
  • No liability whatsoever shall be incurred by the Company in respect of any misrepresentation made by the Company or its agents to the purchaser or its agents before the contract was made where such representation related or referred in any way to the correspondence of the goods to any description or the quality of the goods or the fitness of the goods for any purpose whatsoever.
  • the Company shall not be liable to the purchaser for non-delivery or for any claims that the goods are defective in quality or condition or that they fail to meet any particular description of the goods unless such facts or events are notified to the Company within two working days.
  • Where any claim based on damage, non-delivery or on defects in quality or specifications is notified to the Company within the periods specified in Condition 8, the Company shall, if in its absolute discretion considers such claim to be valid, uplift, recondition and re-install the goods free of charge, or at the Company’s discretion, refund to the purchaser the price of the goods (or a proportionate part of the price) or provide the purchaser with credit against future orders but the Company shall have no further liability to the purchaser.
  • Except as expressly provided in these Conditions, and other than as provided in Condition 8 thereof, no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the goods is given or assumed by the Company and all such warranties, conditions, undertakings and terms are hereby excluded in so far as permitted by law.
  • The purchaser’s attention is drawn to the instructions, including any installation and commissioning guide and storage or handling instructions supplied with the goods, and the Company shall have no responsibility or liability to the purchaser or any third party for failure to follow such instructions or for use of the Goods for any purposes not specified in such instructions and guides.
  • If the Company incurs costs relating to actions outlined in clause 11.6 for uplift, reconditioning re-installing or replacing the Goods, including costs of visiting the purchaser’s or other premises where Goods are installed, and the defects or non-performance of the goods have been caused by the failure to follow instructions or guides referred to in clause 11.8 or by the use of the Goods for any purposes not specified in such instructions and guides, then the Company will be entitled to recover reasonable costs incurred.
  • Software Updates – The Company continually updates and revises software and may update or revise software at any time. Software updates will be deemed as recommended or optional and may be made available both during and after the warranty period. The company requires that recommended updates are carried out by the purchaser within 30 days of issue to ensure continued warranty and support. Optional updates can be installed at the purchaser’s discretion. Recommended updates will be made available by download for web enabled products or otherwise an SD card will be posted free of charge.
  1. Termination:
  • If the purchaser commits any breach of the terms and conditions of the contract, or suffers distress or execution, or becomes insolvent, or commits an act of bankruptcy, or calls a meeting of, or enters into any arrangement or composition with their creditors, or goes, or is put into liquidation (other than solely for amalgamation or reconstruction while solvent), or if a receiver, administrative receiver or administrator is appointed over any part of the purchasers’ business, or a winding-up or administration order against the purchaser is made or petitioned, the Company may without prejudice to any rights which may have accrued or may accrue to it terminate the contract summarily by written notice.
  • If any provision of these conditions or any part thereof is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
  1. Waiver:
  • No waiver by the Company of any breach of these conditions by the purchaser shall be construed as a waiver of any subsequent breach of the same or any other provision.
  1. Assignation:
  • the Company shall be entitled to assign or sub-contract any or all of its rights or obligations under the contract but the purchaser shall not be entitled to assign or sub-contract any or all of its rights or obligations under the contract.
  1. Force Majeure:
  • the Company shall not be liable to the purchaser, nor shall the purchaser have the right to terminate a contract, if the Company is prevented from or delayed in performing any of its obligations under the contract for any reason out-with the reasonable control of the Company including without prejudice to the foregoing generality any act of God, war, strike, lockout or other labour dispute, fire, government act, order or legislation.
  1. Governing Law and Jurisdiction:
  • These conditions shall be governed and construed in accordance with the laws of Scotland and the parties hereby submit to the nonexclusive jurisdiction of the Scottish courts.

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