Optom Shop Limited - CONDITIONS OF USE OF
Your access to the Optom Shop Ltd web site is deemed to constitute an agreement to the following conditions:
Optom Shop Limited - CONDITIONS OF SALE
"The Carrier" means any individual, company or organisation carrying out delivery of the Goods.
"The Conditions" means the terms and conditions of sale set out herein.
"The Contract" means any agreement for the purchase of Goods or Services.
"The Goods" means any equipment, parts or material to be supplied by Optom Shop Ltd to the Purchaser.
"Product Literature" means any user operating or installation, instructions supplied with the Goods.
"The Purchaser" means the person, firm, institution, body or company to whom Goods or Services are supplied subject to the Conditions.
"The Services" means services of any description provided by Optom Shop Ltd to the Purchaser.
2. GENERAL - Unless otherwise specifically agreed by Optom Shop Ltd in writing, the Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Purchaser may purport to apply in any document issued by the Purchaser including but without limitation those contained in any order sent by the Purchaser. Acceptance of delivery of the Goods or commencement of the performance of the Services shall be deemed conclusive evidence of the Purchaser's acceptance of the Conditions. No particulars contained in any advertising matter, catalogues or other publication supplied by Optom Shop Ltd or any verbal representation by an employee or agent of Optom Shop Ltd shall form part of the Contract nor shall it be treated as constituting a representation on the part of Optom Shop Ltd.
3. PRICES - The prices charged for the Goods shall be the Company's recommended list price less any applicable discount agreed by Optom Shop Ltd ruling at the date of acceptance by Optom Shop Ltd of the Purchaser's order. The price payable for the Services under the Contract shall be as stated in the quotation or tender sent by the Company and shall not be varied otherwise than by agreement in writing between the parties. All prices for Goods are quoted ex-works and unless specifically otherwise agreed in writing, delivery to the Purchaser's premises will be arranged by Optom Shop Ltd and the cost of delivery (including, but without limitation, carriage, packing, duty and insurance) will be arranged by Optom Shop Ltd. Where Goods are returned for repair out with the warranty period the Purchaser will be charged for the repair and any costs incurred in the collection from and delivery to the Purchaser's premises. Any query by the Purchaser of any invoice rendered by Optom Shop Ltd must be made in writing within 30 days of the date of that invoice otherwise the parties agree that such invoice shall be deemed accepted and the Purchaser's right to raise any query waived.
3.1 The price payable for the goods ordered by the customer is as set out on the Optom Shop website at the time you place your order plus any charges for carriage and insurance as set out on the website.
3.2 Optom Shop must receive payment for the whole of the price of the goods ordered, and any applicable charges for carriage, money transfer and insurance, before the customers order can be accepted.
4. TERMS OF PAYMENT
- Optom Shop must receive payment for the whole of the price of the goods
ordered, and any applicable charges for carriage and insurance, before the
customers order can be accepted. Payment can be made by cheque for the whole
of the price of the goods ordered and made payable to Optom Shop Ltd.
Payment can also be made during time of purchase through the company website
the payment processor company PayPal. Optom Shop Ltd will not be liable in
any way for any direct or indirect loss, damage or expense (including loss
of profits and liability to third parties) suffered by the Purchaser as a
consequence of any issue with PayPal.
5. PROPERTY AND RISK - Property in the Goods will remain with Optom Shop Ltd until payment in full has been received by Optom Shop Ltd of all sums due, including interest where payable, in accordance with the Condition 4 above. The Purchaser shall, while property in the Goods remains with Optom Shop Ltd pursuant to this Condition, hold the Goods on a fiduciary basis only and as a bailer only for the Company, keep the Goods separate from those of Optom Shop Ltd and third parties and property stores, protected and identified as Optom Shop Ltd’s property. The Purchaser may use or re-sell the Goods in the normal course of its business but until Optom Shop Ltd is paid in full the proceeds of any sale or insurance proceeds shall be held by the Purchaser in trust for Optom Shop Ltd and Optom Shop Ltd shall be entitled to trace all proceeds of sale in accordance with equitable principles.
Until such time as the property in the Goods passes to the Purchaser, the Purchaser grants to Optom Shop Ltd an irrevocable licence to enter the premises of the Purchaser to seize or remove any Goods not paid for in full at any time. Risk in the Goods shall pass to the Purchaser on delivery. Until Optom Shop Ltd has been paid in full for such Goods the Purchaser shall insure the goods to their full value against all risks and to the reasonable satisfaction of Optom Shop Ltd and shall immediately pay all proceeds received under such insurances to Optom Shop Ltd. All insurance claims will be pursued by the Purchaser as swiftly and efficiently as is practicable.
6. DELIVERY - Unless otherwise agreed in writing between the parties, all deliveries by Optom Shop Ltd will be to the Purchaser's address as appears on Optom Shop Ltd records. If the address given to us is not accurate, and non-delivery results, then additional charges may be applied. The estimated delivery date will be as quoted on Optom Shop Ltd website or as otherwise notified by Optom Shop Ltd to the Purchaser. Free delivery is only available to mainland UK addresses, and any regions considered remote may incur a delivery surcharge, at the sole discretion of Optom Shop Limited.
Optom Shop Ltd will not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered by the Purchaser as a consequence of any delay in delivery or despatch of Goods or for delay in completion of any Services. Unless otherwise agreed in writing between the parties, Optom Shop Ltd shall be entitled to deliver the Goods by instalments and to tender a separate invoice for each instalment and to determine the route and manner of delivery of the Goods. Optom Shop Ltd shall be deemed to have the Purchaser's authority to make such contract with any Carrier as the Company may deem reasonable.
7. CLAIMS FOR DEFECTS, DAMAGE, LOSS OR NON-DELIVERY - The Purchaser shall inspect all Goods on delivery and shall notify Optom Shop Ltd of any alleged defect in materials or workmanship, damage or failure to comply with description or sample or shortage in quantity in writing within three days of physical receipt and the Purchaser shall notify the Carrier within seven days of physical receipt. It is agreed that the Purchaser waives any claims he may otherwise have had where claims have not been made in writing within the aforesaid period. The packaging and contents must be retained and the Purchaser shall give Optom Shop Ltd an opportunity to inspect the Goods within a reasonable time following delivery before any use is made of them. Without prejudice to the foregoing the Purchaser must advise Optom Shop Ltd in writing, within seven days of the date of receipt of an invoice, of any non-delivery of entire batches of Goods. Notwithstanding the receipt by Optom Shop Ltd of any such notice a clear signature on a Carrier's delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated thereon. If the Purchaser shall fail to comply with the foregoing the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect in materials or workmanship or damage which would be apparent on a reasonable examination of the Goods and the Purchaser shall be deemed to have accepted the Goods. If the Purchaser establishes to Optom Shop Ltd’s reasonable satisfaction that the Goods are not in accordance with the Contract or there is any defect in materials or workmanship, the Purchaser's sole remedy in respect thereof shall be limited as Optom Shop Ltd may elect, to making good any shortage, to replacing such Goods or refunding all, or part of, the Contract price against return of the Goods.
8. FORCE MAJEURE - Optom Shop Ltd shall not be liable for failure to deliver the Goods or supply the Services for any reason whatsoever outside the reasonable control of Optom Shop Ltd including, without limitation to the generality of the foregoing, industrial action, war, governmental action, or regulation, act of God, riots or non-availability of stocks or materials and any delays by third party manufacturers in supplying any parts or materials. Any such failure shall not affect the obligation of the Purchaser to pay for Goods already delivered or Services already supplied.
9. WARRANTY - Unless otherwise agreed by the parties in writing, the warranty on the Goods is as stated in the Product Literature, save that where no Product Literature is provided, Optom Shop Ltd warrants that it will provide, for the replacement or repair, at its option of defective materials and defective workmanship in the Goods (which would not have been apparent on a reasonable examination of the Goods on delivery) for a period of twelve months from the date of purchase. The standard RTB warranty will be invalidated in the event that a third party (other than a repair agent authorised by Optom Shop Ltd) or the Purchaser attempts repairs on the Goods. Optom Shop Ltd warrants that the Goods will be fit for any use attributed to them by good medical practice and not for any other use. Subject to the provision of this Condition 9 and any warranty and conditions contained in any product literature all warranties and conditions implied by statute or otherwise are hereby excluded PROVIDED THAT nothing herein shall affect the statutory rights of the Purchaser dealing as a consumer. Where the Goods are supplied in or to a country which is not a member state of the EEC, any warranties in respect of the Goods provided hereunder shall only apply in that country.
10. RETURNS - Goods may only be returned to Optom Shop Ltd with the prior consent of Optom Shop Ltd and on terms to be determined at the absolute discretion of Optom Shop Ltd and must be securely packed with all original packaging and, unless the carrier effecting the return is instructed by Optom Shop Ltd, must be consigned carriage paid and fully insured. Goods returned without the prior written approval of Optom Shop Ltd may at Optom Shop Ltd’s absolute discretion be returned to the Purchaser or retained at the Purchaser's costs without prejudice to any rights or remedies Optom Shop Ltd may have. Once a return is approved by Optom Shop Ltd, the purchaser must return the item within 10 working days. Failure to comply may result in an admin/restocking fee to be charged at the absolute discretion of Optom Shop Ltd.
11. EXCLUSION OF LIABILITY - Optom Shop Ltd shall not be liable for any loss, damage or expenses (whether direct, indirect, consequential or otherwise) suffered or incurred by the Purchaser arising out of the delivery, installation, sale, use or maintenance of the Goods and/or the provision of the Services except for any loss, damage or expenses arising from any defect in materials or workmanship in the Goods which would not have been apparent upon a reasonable inspection of the Goods upon delivery or any negligent act or omission or wilful default of Optom Shop Ltd save that where Optom Shop Ltd is liable for any loss, damage or expenses as aforesaid (a) Optom Shop Ltd’s liability shall be limited to £1 per claim and (b) Optom Shop Ltd shall not be liable for any consequential or indirect loss, damage or expenses suffered by the Purchaser (including but not limited to loss of profit, loss of goodwill, costs and expenses payable to third parties).
12. INDEMNITY - The Purchaser shall indemnify Optom Shop Ltd for all loss, damage and expenses (whether direct, indirect, consequential or otherwise) suffered or incurred by Optom Shop Ltd arising from the delivery, installation, use or maintenance of the Goods or provision of the Services whether by the Purchaser or any third party, save that the Purchaser shall not be required to indemnify Optom Shop Ltd if and to the extent that Optom Shop Ltd is liable under Condition 11.
13. INTELLECTUAL PROPERTY RIGHTS - Optom Shop Ltd shall indemnify the Purchaser for and against any claim made or action brought in respect of infringement of patents, copyright, trade marks, trade names, registered designs or any other intellectual property rights in respect of the Goods, provided that the Purchaser shall have notified Optom Shop Ltd in the event of any claim or action being brought or threatened in this respect. Optom Shop Ltd shall be entitled to conduct all negotiations and take all necessary proceedings to dispute such a claim in its own name or in the name of the Purchaser or in both names but the conduct of proceedings and negotiations shall be completely at the discretion of Optom Shop Ltd. The Purchaser agrees to execute all such documents and do all such things and render all such assistance to Optom Shop Ltd as Optom Shop Ltd shall require. The Purchaser shall take all steps to ensure that it does not prejudice Optom Shop Ltd’s situation in this respect.
14. SUB-CONTRACTS - Optom Shop Ltd expressly reserves the right to sub-contract the performance of any Contract for the supply of Goods or provision of Services or any part thereof.
15. INSTALLATION - Where installation is quoted as being included in the price of Goods, this will include only the sitting of the Goods in an appropriate place where all necessary services have been made available. Once installed and tested and shown to be operating to the satisfaction of Optom Shop Ltd, the Goods shall be deemed to have been accepted by the Purchaser unless Optom Shop Ltd is notified to the contrary by the Purchaser within seven days of completion of such testing in the event of a substantial defect in the Goods and Optom Shop Ltd shall have failed to have remedied such defect within a reasonable time of notification of the existence of such defect.
16. DEFAULT BY THE BUYER - Sums outstanding in respect of any Goods or the performance of any Services shall become immediately payable if: (i) the Purchaser fails to make payment for the Goods in accordance with Condition 4 or (ii) commits any other breach of the Contract, or (iii) if any distress or execution shall be levied upon any of the Purchaser's goods or if the Purchaser offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Purchaser or the Purchaser is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Purchaser (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Purchaser's business or if the Purchaser shall suffer any analogous proceedings under foreign law or if the Purchaser ceases or threatens to cease to carry on business. In addition, Optom Shop Ltd may in its absolute discretion and without prejudice to any other rights which it may have: suspend all future deliveries of Goods to the Purchaser and/or supply of Services and/or terminate the Contract without liability upon its part, and/or exercise any of its rights pursuant to Condition 5.
17. SET-OFF AND COUNTERCLAIM - the Purchaser shall not be entitled to withhold payment of any invoice by reason of any right of set off or counterclaim which the Purchaser may have or allege to have or for any other reason whatsoever.
18. TRADEMARKS - Unless otherwise agreed in writing all Goods shall, if sold packaged, be sold or re-sold only in the packaging supplied by Optom Shop Ltd and in no case may any trade mark other than those applied by Optom Shop Ltd be marked on or applied in relation to the Goods.
19. LAW AND JURISDICTION - These Conditions and the Contract shall be governed in all respects by the law of the United Kingdom.
20. SEVERANCE - Any provision or term of these Conditions or of any Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
21. WAIVER - No waiver or forbearance by Optom Shop Ltd, whether express or implied, in enforcing any of its rights hereunder shall prejudice its right to do so in the future.
22. ASSIGNMENT - The Purchaser may not assign, subcontract or in any way dispose of its rights or obligations under the Contract without the prior written consent of Optom Shop Ltd.
23. EXPORT CONTRACTS - Where the Goods are supplied for export, from the United Kingdom, the provisions of this Condition shall subject to any special terms agreed between Optom Shop Ltd and the Purchaser apply notwithstanding any other provisions of these Conditions. The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
The Purchaser shall be responsible for arranging for testing and inspection of the Goods at Optom Shop Ltd’s premises before shipment.
However, the Purchaser may elect, at its own cost, for Optom Shop Ltd to arrange for an independent third party to inspect the Goods at Optom Shop Ltd's premises before shipment and the Purchaser agrees to be bound by the decision of such third party. Optom Shop Ltd shall have no liability to any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit. For overseas deliveries insurance will be arranged for the Goods whilst in transit by Optom Shop Ltd on behalf of the Purchaser and will be charged to the Purchaser together with the price of the Goods.