1. General
1.1In these Conditions 'the Seller' means Lensara UK Limited, 'the Buyer' means the individual firm or company with whom the Seller contracts to sell the Goods, and 'the Goods' means the goods materials or services which are the subject of these Conditions.
1.2All quotations are given and all orders are accepted on these Conditions which shall override and exclude any other Conditions stipulated or referred to by the Buyer and all orders made by the Buyer shall be deemed to be made subject to these Conditions.
1.3No modification of these Conditions shall be effective unless made by an express written agreement between the Buyer and the Seller.
1.4No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
2. The Goods
2.1All descriptions and illustrations in the Seller's catalogues, price lists and advertisements or otherwise communicated to the Buyer shall not form part of the contract, but shall be treated as approximate only unless otherwise stated. Sections 13 and 15 of the Sale of Goods Act 1979 are hereby expressly excluded.
2.2The Buyer shall determine the suitability of the Goods for their intended use and the Buyer shall not rely upon any representations made by or on behalf of the Seller.
2.3The Buyer and the Seller hereby agree that paragraph 9 of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to any order made by the Buyer under these Conditions.
3. Price
3.1The price to be paid for the Goods will be the Seller's list price prevailing upon the date upon which the Buyer's order for the Goods is accepted by the Seller.
3.2The Seller shall be entitled to adjust the price to be paid for the Goods by such amount as it thinks fit at any time before the dispatch of the Goods in the event of any increase in the cost to the Seller in supplying the Goods, whether such increase shall result from higher costs of raw materials, labour, transport or overhead expenses, or from any other cause whatsoever.
3.3The Seller shall be entitled to make an additional charge for postage and packaging.
4. Delivery and Risk
4.1Every effort is made to meet delivery dates, but a fixed date shall not be a condition of the supply of the Goods.
4.2Late delivery shall not be a ground for cancellation or refusal to take delivery of the Goods and the Seller shall not be liable for any loss, including consequential loss or damages resulting from such delays.
4.3The Seller shall not be liable for any delay in delivery or non-delivery of the Goods caused by any circumstances beyond the Seller's control, including without limitation any Act of God, explosion, fire, flood, war, act of terrorism, hostilities, accident, delay in delivery or nondelivery by the Seller's suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree of any court, or action of any Governmental authority and, on the occurrence of any of the above events, the Seller reserves the right to cancel or suspend the whole or part of any delivery.
4.4Where the Seller concludes the contract of carriage and/or insures the Goods in transit, the Seller shall be deemed to be acting solely as the Buyer's agent and sections 32(2) and 32(3) of the Sale of Goods Act 1979 shall not apply.
4.5If the Goods or any part thereof are damaged or lost while in the custody of a carrier, the Seller will, at its sole option, either replace such Goods or part thereof, or refund to the Buyer the cost or price of the same.
4.6The Seller shall not be liable for non-delivery of a whole consignment of the Goods, unless the Buyer informs the Seller in writing within twenty days of the date of the invoice.
4.7The Seller shall not be liable for damage to the Goods or loss of part of a consignment unless the delivery note is endorsed accordingly and the Buyer notifies the Seller within forty-eight hours of the delivery and confirms such notification in writing within 5 days.
4.8The Goods are at the risk of the Buyer from the time of delivery.
5. Payment
5.1Payment for the Goods shall be made in full without deduction or set off within thirty days of the final day of the month in which the Goods are invoiced by the Seller.
5.2If the Buyer fails to make payment when due, the Seller: (a) shall have the right to claim and be paid interest at the rate of four percent per annum above the Base Rate, calculated on a day-to-day basis, on all sums due to the Seller and unpaid for the period from the date upon which payment is due until the date upon which payment is made, both before and after any judgment; and (b) charge the Buyer for any professional fees and disbursements incurred by the Seller in collecting any due amounts from the Buyer.
5.3The Seller may at any time require the Buyer to make payment in advance of delivery.
5.4Should the Buyer fail to make payment by the due date or when required, the Seller reserves the right to cancel this contract and/or any other contract between the Buyer and Seller and/or to suspend delivery until payment shall have been made.
5.5Time for payment shall be of the essence.
5.6No payment shall be deemed to have been received until the Seller has received cleared funds.
6. Retention of Title
6.1The title of the Goods shall not pass to the Buyer until all sums due or owing by the Buyer to the Seller on any account whatsoever (including the contract for the supply of the Goods) have been paid in full.
6.2So long as property in the Goods shall remain in the Seller, the Buyer shall hold the Goods on a fiduciary basis as the Seller's bailee and the Goods shall be set aside from the Buyer's general stock and marked with an indication that they remain the property of the Seller.
6.3If the Buyer shall commit any breach of its obligations or make any default in payment, the Seller shall have the right at any time to take possession of the whole or any part of the Goods to the value of all sums due, without prejudice to any other remedy of the Seller.
6.4The Seller shall be entitled to maintain an action for the price of the Goods notwithstanding that the title of the Goods may not have passed to the Buyer.
6.5The Buyer shall be entitled to sell the Goods in the ordinary course of its business on condition that the Goods are sold for full market value and the Buyer shall hold on trust and on demand pay or transfer to the Seller the proceeds of such sale.
6.6Where the Seller is unable to determine which Goods are subject to a terminated right of possession, the Buyer shall be deemed to have sold all goods of the kind invoiced in order of invoicing.
7. Guarantee and Limit of Liability
7.1Subject to clause 7.4, if the Goods prove on inspection to be defective in material or workmanship, the Seller undertakes at its option to replace the same or refund to the Buyer the price of the Goods. In no circumstances will liability exceed the cost of replacement or the price paid by the Buyer.
7.2The liability of the Seller shall only apply to defects that appear under proper use and shall not apply to defects arising from the Buyer's neglect, misuse or from normal wear and tear.
7.3The Buyer shall give the Seller a reasonable opportunity to examine defective Goods and shall return such Goods to the Seller's place of business if asked to do so.
7.4Where a claim under this clause 7 relates to frame breakage, the Seller's maximum liability under this clause 7 shall be £100.
7.5Any goods returned to the Seller and replaced by the Seller shall be the property of the Seller.
7.6The Seller's liability under this clause shall be in lieu of any warranty or condition implied by law as to quality or fitness for any particular purpose. Save as provided in this clause, the Seller shall not be under any liability in respect of defects or injury.
7.7Complaints by the Buyer in respect of defective Goods shall be made within 28 days of delivery and shall not entitle the Buyer to withhold or set off payments due to the Seller.
7.8Subject to clause 7.9, the Seller shall not be liable to the Buyer whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit and the Seller's total liability for all other losses shall not exceed the value of the contract.
7.9Nothing in these Conditions shall limit or exclude the Seller's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
8. Termination
8.1If the Buyer shall commit any breach of its obligations under this or any other contract, or shall make any default in payment of any sum due to the Seller, or if any distress execution or other legal process shall be levied against the Buyer's property or assets, or if any Administrator or Administrative Receiver be appointed, then in each case the Seller shall have the right forthwith to determine this contract and to cancel any outstanding delivery without any prejudice to any other remedy.
8.2The Buyer shall not be entitled to cancel this contract without the consent of the Seller which, if given, shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage, claims or actions arising out of such a cancellation.
9. Miscellaneous
9.1The contract between the Seller and the Buyer shall be governed and construed in accordance with the Laws of England and the Buyer agrees to submit to the jurisdiction of the Courts of England.
9.2No forbearance or indulgence shown or granted by the Seller to the Buyer shall in any way affect or prejudice the right of the Seller against the Buyer or be regarded as a waiver of these Conditions.
9.3The parties to the contract do not intend that any term of the contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
