TERMS AND CONDITIONS OF SALE

All orders accepted by TREND Networks via www.trend-networks.com (the “Seller website”) are subject to the Terms and Conditions of Sale set out below:

(Version updated November 2020)

1. General

1.1 All orders for products and services on the Seller website accepted by TREND Networks (“Seller”) are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by TREND unless agreed in writing by an authorized signatory of Seller or expressly stated otherwise in these terms and conditions of sale.

1.2 All descriptions of the products and services contained on the Seller website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Seller and the Customer. Seller shall not be liable to the Customer for any errors or omissions on the Seller website, the Seller catalogue or other product advertisement. The advertising of products and services on the Seller website is not an offer capable of acceptance; it merely constitutes an invitation by Seller for the Customer to make an offer to purchase products and services.

1.3 These terms and conditions of sale do not apply to export transactions or to the Distributors of Seller products, to which separate terms and conditions of sale apply.

1.4 The Customer’s particular attention is required for clause 11, which sets out certain limitations of Seller’s liability.

2. Prices

2.1 The prices of the products and services are as set out on the Seller website. Seller reserves the right to change prices without prior notice at any time. Customer is informed that prices and products in the printed hard copy catalogue and physical price list are subject to change. Up-to-date information can be found on the Seller website. In the event of any conflict between prices for any products listed on the Seller website and prices listed in the physical price list, prices listed on the Seller website shall prevail.

2.2 The price of an ordered product or service will be as set out on the Seller website at the time of order acceptance by Seller.

2.3 All prices exclude VAT, which Seller will add at the rate applicable at the date of order acceptance.

3. Ordering

3.1 Seller reserves the right to decline to trade with any company or person. Seller may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Seller. Further, Seller may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Seller. If Seller rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.

3.2 Seller executes orders to the Customer’s requirements, but may provide substitute products where requested by the Customer, or where 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 back order to be fulfilled when Seller next has available stock or be cancelled and refunded to the Customer.

3.3 If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 (Cancellation and Returns) will apply.

4. Delivery

4.1 Subject to any cancellation, substitution or non-fulfilment of Customer’s orders in accordance with clause 3 (Ordering), Seller will deliver the products specified in the Customer’s order. Seller will use third party delivery agents to deliver products to Customers.

4.2 The Customer’s delivery options, and the prices for them, are as set out on the Seller website at the date of order.

4.3 Seller will aim to deliver products in accordance with the times and dates for delivery quoted on the Seller website or by Seller’s employees (the ‘Quoted Delivery Times’), but Quoted Delivery Times are approximate only and Seller shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products on the Seller website as requiring special handling may (because of the nature of the products) take longer to be delivered.

4.4 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying Seller of such delay, Seller will endeavor to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. Seller may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable, Seller 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

5.1 The Customer must inspect the products as soon as is reasonably possible after receipt of products. The Customer shall, within 30 days of the date of delivery or, in the case of sub-clause (iv) below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to Seller in detail of: (i) Any defect in the product that is apparent on reasonable examination. In this case Seller shall, at Seller’s discretion, replace the products, repair the products after inspection or refund the purchase price. In any event the Customer must refuse parcels delivered in a damaged condition; (ii) Any shortfall in products delivered. In this case Seller shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products; (iii) Any delivery of products not in accordance with the order. In this case Seller shall, at Seller’s discretion, replace the products or refund the purchase price; or (iv) Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Seller shall deliver the undelivered products or refund the price of the undelivered products.

5.2 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. Seller’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.

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

6. Payment

6.1 All orders via Seller website are placed with payment terms: cash with order. No order will be accepted without payment being received in full prior to shipment of the product.

7. Risk and Ownership

7.1 In the case of products to be delivered to the Customer’s property, title and risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such title and risk shall pass to the Customer at the time when Seller has attempted to deliver the products.

8. Product and Availability Information

8.1 Seller reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous program of product improvement, or to assist product availability, and such changes may take place during the life of any Seller catalogue. The most up to date information on the availability and design of the products Seller supplies is available on the Seller website.

8.2 Unless otherwise confirmed in writing, nothing on the Seller website or in any Seller’s catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

9. Warranties and Remedies

9.1 Seller warrants that no product purchased from Seller is materially defective.

9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, Seller will (at its option) replace or repair the product or refund the purchase price.

9.3 Seller warrants that any service purchased from Seller as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, Seller will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product.

9.4 These warranties shall not apply to any defect which arises from abuse, accidents, ordinary wear and tear, improper use or storage, failure to follow the product instructions, any repair or modification made without the consent of Seller, or any external causes beyond Seller’s reasonable control. These warranties also do not cover replaceable component parts.

9.5 The remedies set out in this clause 9 shall be the Customer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.

9.6 The availability of the remedies set out in this clause 9 is subject to:

(i) a claim being made in writing to Seller, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by Seller for specific products or services from time to time in writing; and

(ii) the Customer returning or disposing of the relevant products, or making them available for collection by Seller, in accordance with Seller’s instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from Seller and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.

9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, Seller may refuse such products and return them to the Customer at the cost of the Customer.

9.8 Any products which are replaced by Seller shall become the property of Seller. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product’s warranty shall be the unexpired period of the defective product’s warranty.

9.9 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 fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.

9.10 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).

9.11 Except as required by law, Seller 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 Seller 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.

9.12 The warranty periods are as follows unless otherwise stated by Seller:

10. Export Control and Limitations of Use

10.1 Certain products sold by Seller are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the products.

10.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.

10.3 The Customer certifies that products purchased from Seller will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.

10.4 Products sold by Seller are not recommended or authorized for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

10.5 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by Seller only. Such information is provided by Seller in good faith based on the information available to it at the time of compilation. Seller makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to Seller. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.

11. Liability

11.1 Seller shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, 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 (including through the Seller technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.

11.2 Seller 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 Seller and the Customer, or of any order accepted by Seller;

(ii) any duty of any kind imposed on Seller by law arising out of or in relation to the contract between Seller 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.

11.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to Seller, Seller’s liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of

(i) any express or implied terms of the contract between Seller and the Customer, or of any order accepted by Seller;

(ii) any duty of any kind imposed on Seller by law arising out of or in relation to the contract between Seller and the Customer or the 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 shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.

11.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Seller for death or personal injury caused by the negligence of Seller or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

12. No fault Cancellations and Returns

12.1 Seller may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to the conditions in 12.2

12.2 Customers may only return products to Seller, and receive a credit or refund and on the following conditions:

(i) The Customer should contact Seller to obtain a returns number (to be quoted on all relevant paperwork);

(ii) Return must be made within 30 days of the date of delivery (as stated on the delivery documentation);

(iii) Products must be returned to Seller in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;

(iv) The Customer must follow any specific instructions which appear on the Product Returns section of the Seller website

(v) Products must be returned to Seller adequately packed and clearly labelled, with the Seller returns reference quoted on the outside of the carton/box; and

(vi) The Customer must quote the original Seller invoice reference number at the time of return, otherwise any credit given for the returned products will be based upon the lowest sales price.

12.3 Where the Customer returns products to Seller not in accordance with these terms and conditions (for example, after the period for returns has expired or in an unfit state) Seller may refuse to accept the return and return the products to the Customer at the Customer’s expense or may apply a handling charge which relates to the actual cost of reprocessing.

12.4 This no fault returns policy excludes, LanTEK® III/IV, FiberTEK® III/IV and OTDR II, and any products purchased as pre-owned (used or refurbished testers).

12.5 Seller accepts no responsibility for any loss of or damage to products in transit from Customer to Seller or for any items received by Seller with them.

13. Force Majeure
Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to Seller to cancel the order.

14. Intellectual Property Right

14.1 The Customer acknowledges that Seller and its licensors own the intellectual property rights in the Seller website, the Seller catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without Seller’s prior written consent is prohibited.

14.2 Seller does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.

15. Anti-Bribery

15.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:

(i) not (directly or indirectly) induce any employee, agent or subcontractor of Seller to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;

(ii) not do or omit to do any act that will cause or lead Seller to be in breach of any of the Relevant Requirements; and

(iii) promptly report to Seller any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.

15.2 The Customer is informed that: (i) Seller employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favors from any company or individual that does business with Seller or seeks to do so; (ii) Seller employees are not permitted to solicit gifts or other favors from any company or individual that does business with Seller, or seeks to do so; and (iii) entertainment of Seller employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Seller’s employees, agents or contractors, can reciprocate.

15.3 Financial restrictions on gifts and entertainment are contained in Seller’s Anti-Bribery Policy and further details are available on request.

15.4 Any breach of this clause 15 shall be a material breach of these terms and conditions which is incapable of remedy.

16. Data Protection and Customer Information
16.1
Seller shall implement appropriate technical and organizational measures to protect the Personal Data from

(i) accidental, unauthorized, or unlawful destruction; and

(ii) loss, alteration, unauthorized disclosure of, or access to the Personal Data. Seller’s full privacy policy is available upon request or can be viewed on the Seller’s website. Please see our Privacy Policy on the Seller website for full details.

16.2 Seller may send to any business 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 Seller Marketing Department either in writing at, TREND Networks House, 728 London Road, High Wycombe, Buckinghamshire, HP11 1HE, United Kingdom, by fax on 01925 428381, by telephone on 01925 428380 or by e-mail at: uksales@trend-networks.com

17. Law and Jurisdiction

17.1 The contract between Seller 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 United States Law and the Customer submits to the non-exclusive jurisdiction of the United States courts, but Seller may enforce the contract in any court of competent jurisdiction.

17.2 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties’ express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

17.3 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

TREND Networks, 300 Roundhill Drive, Suite 1, Rockaway, NJ 07866 U.S.A. Tel: 973-957-7700
© 2021 TREND Networks

18. “Lifetime Support Promise”

18.1 PARTICIPANTS – This Lifetime Support Promise (“Promise”) is only open to Participants. A Participant (“Participant”) is an end user that can be a person or a legal entity (company). TREND Networks Ltd (“Trend”). reserves the right to verify the eligibility of Participants and/or to exclude Participants at its sole discretion at any time for any reason.

18.2 PRODUCTS COVERED – The Promise is applicable to the higher value testers that Trend can repair and/or calibrate including SignalTEK II, SignalTEK II FO, SignalTEK CT, SignalTEK NT, SignalTEK 10G, LanTEK II, LanTEK III, LanTEK IV, FiberTEK FDX, FiberTEK III, FiberTEK IV, LanXPLORER Pro, NaviTEK II, NaviTEK NT and NaviTEK IE. All other testers are not covered by the Promise.

18.3 HOW TO PARTICIPATE – If Trend can no longer repair/calibrate a tester listed in article 18.2 the Participant will be eligible for the 30% discount on the latest generation tester.

18.4 The Participant must purchase the latest generation tester from an authorized distributor or wholesaler or from the Trend ecommerce shop.

18.5 The Participant is required to ship the old tester back to the authorized distributor, wholesaler or Trend to qualify for the 30% discount.

18.6 This offer cannot be used in conjunction with any other offer or promotion.

18.7 DISCLAIMER Trend shall not be liable for any failure to fulfil this offer where such failure is caused by any supervening circumstances amounting to force majeure (meaning: beyond Trend’s reasonable control) and/or events which, without the fault of either party, render performance impossible or incapable of satisfactory execution.

18.8 Trend reserves the right to withdraw this offer at any time and/or to unilaterally change the terms and conditions without incurring any liability.

19 “Rapid Resolution”

19.1 PARTICIPANTS – This Rapid Resolution (“Support”) is only available to Participant. A Participant (“Participant”) is an end user or authorized distributor/wholesaler that can be a person or a legal entity (company). TREND Networks Ltd (“Trend”). reserves the right to verify the eligibility of Participants and/or to exclude Participants at its sole discretion at any time for any reason.

19.2 GEOGRAPHIC COVERAGE – The Support is available in regions where Trend operates Technical Support including Europe, USA and Canada.

19.3 Support is available in those regions during local business hours only. Europe: 9am to 5pm Central European Time Monday to Thursday and 9am to 4pm Central European Time on Friday. USA and Canada: 9am to 5pm Central Time Monday to Friday.

19.4 Technical Support in Europe is available in English, French and German languages. Technical Support in USA/Canada is available in English language.

19.5 DISCLAIMER Trend shall not be liable for any failure to fulfil this Support where such failure is caused by any supervening circumstances amounting to force majeure (meaning: beyond Trend’s reasonable control).

19.6 Trend reserves the right to withdraw this Support at any time and/or to unilaterally change the terms and conditions without incurring any liability.

RETURNS PROCESS

PRODUCTS PURCHASED FROM TREND NETWORKS VIA ECOMMERCE

Upon receipt of a defective or faulty item, TREND Networks shall repair or replace the product (or the defective part in question) free of charge or, at TREND Networks sole discretion, refund the purchase price, PROVIDED THAT:

• TREND Networks is notified of the fault or defect in writing within ten days of receipt of the product. If the product has been damaged in transit it must be reported within three days of receipt. A remark has to be made on the carrier’s proof of delivery. After this time, TREND Networks may not accept responsibility.
• The product has been used in an appropriate manner and/or as prescribed in the operating instructions (if applicable);
• When requested by TREND Networks, the product is returned for examination using the procedure outlined below; and
• We are satisfied after examination that the product is within warranty and the reported defect or fault did not arise from wear and tear, willful or accidental damage, negligence by you or any third party, use other than for the purpose originally designed and intended, failure to follow TREND Networks written instructions, or any alteration or repair carried out without TREND Networks prior written approval.

All other warranty returns are handled as outlined above, providing you have notified TREND Networks in writing, within the warranty period and clearly specified the fault or defect. Out-of-Warranty repairs are chargeable.

Warranty periods are as follows unless otherwise stated by TREND Networks:

Arranging a product return
To return a product, contact the Customer Service Team on 973-957-7700 or by email countactus@trend-networks.com who will provide a return number, which is required for correct handling of all returned goods.

Please ensure the following information is available when contacting Customer Service:

• Original purchase order number/reference
• Proof of purchase
• Reason for return
• Name, address, telephone number and e-mail address
• Once all details have been checked the returns number will be created and a confirmation email sent. In most instances TREND Networks will arrange a collection of the product and advise collection details.

NOTE:

• Pack the product securely and include a copy of the proof of purchase, making sure the return number is visible on all documentation and outer packaging.
• Do not return goods without a return number.
• Failing to include a valid return number may result in refusal of the item, delay processing the return and/or the product not being repaired, replaced or refunded.
• Collection details and courier tracking number should be retained as proof of return.

WHAT HAPPENS AFTER PRODUCT IS RETURNED?
The package will be shipped to the requested address to be inspected based on the information provided when the return number was created. Once the inspection is complete the product repair, replacement or refund will be processed and you will be informed via email. Please allow fourteen days for refunds to be processed. Should unreported damage be found, TREND Networks reserves the right to apply a handling charge (product will be handled as an out-of-warranty repair) or return the product to sender.

Any damage or loss to the product, packaging or the documentation may affect the refund issued. TREND Networks does not accept liability for parcels damaged during transit so we advise that products are wrapped adequately to prevent this.