Terms & Conditions Of Making A Purchase - For Ophthalmic Lenses & Glazed Frames
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions: Contract - means any contract for the supply of Goods and/or Services between us and you in accordance with these Conditions; Conditions - means these terms and conditions as amended from time to time in accordance with clause 12.7, including any special terms and conditions confirmed in writing by us; Goods - means the goods (or any part of them) including ophthalmic lenses and glazed frames for spectacles, sunglasses and other eyewear which we shall supply in accordance with these Conditions, under an order which is accepted by us; Goods Specification – means any specification for the Goods, such as (without limitation) lens prescriptions and measurements relating to the size and shape of lenses, including any relevant plans or drawings, as set out in an order which is accepted by us and any agreed amendments to that specification agreed in writing by you and us; Services - means the services (if any) supplied by us to you as set out in the Service Specification; Service Specification – means any specification for the Services, such as (without limitation) manufacturing Goods in accordance with the Goods Specification and fitting Goods into ophthalmic frames supplied by you or us as set out in an order which is accepted by us and any agreed amendments to that specification agreed in writing by you and us; us - means Norville (20/20) Ltd, registered in England and Wales with company number 12734351 and “we” and “our” shall be construed accordingly; you - means the person or firm placing an order for the Goods and/or Services and entering into the Contract with us and “your” shall be construed accordingly; 1.2 All rights expressly reserved by or granted to us by these Conditions shall be without prejudice to any other rights which we may have from time to time. 1.3 Unless expressly stated otherwise, where our prior written consent is required in these Conditions, then we shall be under no obligation not to unreasonably withhold or delay giving that consent. We shall be under no duty or obligation to you to justify or provide a reason for our decision. 1.4 In these Conditions, the following rules apply: 1.4.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 1.4.2 a reference to a party includes its personal representatives, successors or permitted assigns; 1.4.3 a reference to a statute or a statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or a statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 1.4.3 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 1.4.4 a reference to writing or written includes faxes and emails.2. BASIS OF CONTRACT
2.1 These Conditions shall apply to all Contracts for the supply of Goods and/or Services by us to you to the exclusion of all other terms and conditions, including any terms and conditions which you may purport to apply under any purchase order. No variation of these Conditions shall be binding unless agreed in writing by us. These Conditions set out the entire agreement to the exclusion of all other terms and conditions that you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing. Acceptance of delivery of the Goods shall be deemed conclusive evidence of your acceptance of these Conditions. 2.2 Our employees or agents are not authorised to make any statements, promises, representations assurances or warranties concerning the Goods and/or the Services unless confirmed by us in writing. In entering into a Contract, you acknowledge that you do not rely on any such statements, promises, representations, assurances or warranties which are not so confirmed. Without limiting the foregoing, it remains your sole responsibility to ensure that the Goods and/or the Services are of a suitable specification for your purposes. 2.3 Where the Goods are to be delivered in instalments, each instalment shall constitute a separate Contract. Failure by us to deliver any instalment shall not entitle you to treat the Contract as repudiated. 2.4 All samples, specifications, descriptive matter, drawings and particulars of weights, dimensions and performance issued by us and/or contained in our catalogues and brochures and/or on our website are approximate only and are not intended to form the basis of any Contract or have any contractual force. 2.5 We reserve the right to withdraw any offer or special promotion displayed in the catalogue that in our opinion is being abused. However, in the event that you have already placed an order that we have accepted we will provide you with a full refund for any money received. 2.6 Any quotation given by us shall not constitute an offer and is only valid for a period of 30 days from its issue. 2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.3. ORDERS AND SPECIFICATIONS
3.1 All orders for Goods and/or Services shall be deemed to be an offer by you to purchase Goods and/or Services pursuant to these Conditions. No order submitted by you shall be deemed to have been accepted by us unless and until the Goods are delivered and/or the Services are supplied to you or, if earlier, your order is confirmed in writing as being accepted by us. 3.2 You shall be responsible for ensuring the accuracy of the terms of any order, and, (if submitted by you), the Goods Specification and the Service Specification and for giving us any necessary information and materials relating to the Goods and/or the Services as we may reasonably require and within a sufficient time to enable us to perform the Contract in accordance with these Conditions. 3.3 No order which has been accepted by us may be cancelled by you except with our prior written consent and on terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by us as a result of cancellation. 3.4 We reserve the right to make changes in design or modify or improve Goods without imposing obligations on ourselves to incorporate any such modifications or improvements into Goods previously manufactured. 3.5 We reserve the right to amend the specification of the Goods and/or the Goods Specification and/or make changes to the Services and/or the Services Specification to apply with any applicable statutory or regulatory requirements or which do not materially affect the nature, quality or performance of the Goods and/or Services and we shall notify you in any such event. 3.6 Where you specify the Goods Specification and/or the Service Specification, such specification shall be subject to reasonable commercial variation other than where expressly agreed in writing with you. You shall indemnify us in respect of all liabilities, costs, claims, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in respect of any claims made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of any specification provided by you. This clause 3.6 shall survive termination of the Contract.4. PRICE OF THE GOODS AND SERVICES
4.1 The price of the Goods and the Services shall be the prices quoted in the most recently published version of the catalogue for the Goods. 4.2 While we try to ensure that all advertised prices are accurate, errors may occur. If we discover an error in the price of Goods and/or the Services you have ordered, we will inform you as soon as possible and give you the option of re-confirming the order at the correct price or cancelling it. If we are unable to contact you, we will treat the order as cancelled. If you have already paid for the Goods and the Services (if applicable) and the order is subsequently cancelled, you will receive a full refund. 4.3 We reserve the right to increase the price of the Goods, and/or the Services by giving you notice at any time before delivery, to reflect any increase in the cost of the Goods and/or the Services to us that is due to: 4.3.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 4.3.2 any request by you to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods Specification, or the Service Specification; or 4.3.3 any delay caused by any of your instructions in respect of the Goods and/or the Services or your failure to give us adequate or accurate information or instructions in respect of the Goods and/or the Services. 4.4 Except as otherwise agreed in writing by us, all prices are given by us on an ex-works basis, and where we agree to deliver the Goods otherwise than at our premises, you will be liable to pay our charges for transport, packing and insurance. 4.5 Unless stated otherwise, the price is exclusive of any applicable value added tax, which you shall automatically be liable to pay us at the rate from time to time in force.5. TERMS OF PAYMENT
5.1 Payment for the Goods and the Services (if applicable) is required from you via your account with us in full within 30 days of the end of the month following delivery of the Goods or (where we waived the requirement for you to set up an account with us) by credit or debit card in full at the time of placing your order. Receipt of payment by us does not amount to us accepting your order, and your order only becomes binding as stated in clause 3.1. The time of payment shall be of the essence of the Contract. 5.2 We reserve the right to refuse an order, or require payment by bank or credit card, where any order placed by you would, if accepted by us, take you over the credit limit on your account with us. 5.3 In the event that a payment is dishonoured by your bank or credit card provider, they (being your bank, credit card provider or our debt collection company) may charge a fee. Where we incur any fee or liability as a result of a dishonoured payment, you will be liable to reimburse us in full for the amount we have incurred. 5.4 All credit and charge card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to authorise payment to us, we will not be liable for any delay or non-delivery. In addition, in the interests of preventing fraudulent use of credit, debit and charge cards, we may validate the names, addresses and other information supplied by you during the order process against commercially available records (e.g. Electoral Roll data, Credit Reference Services). A third party may also be instructed to complete these checks. By ordering from our website you consent to such checks being made. We may need to contact you by letter, telephone or email to verify details before we are able to process and dispatch your order or we may be unable to accept your order. Any information given may be disclosed to a registered Credit Reference Agency which may keep a record of the information. All information provided will be treated in accordance with the Data Protection Act 1998. These measures are taken as extra protection for you, to ensure your online shopping experience with us is as safe and secure as possible. 5.5 If you fail to make any payment on the due date (including if any payment is dishonoured by your bank or credit card provider), then we reserve the right to cancel the Contract or suspend further deliveries to you, and/or charge you interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.6 You shall not withhold payment or other amount due to us by reason of any right of set-off or counterclaim that you may have or allege to have or for any other reason whatsoever.6. DELIVERY
6.1 We will not dispatch your Goods or perform the Services prior to payment in full being received by us, or prior to any validation checks being satisfactorily completed. Your Goods will normally be delivered within five working days thereafter, unless a longer timescale is indicated in the catalogue (UK mainland only). 6.2 We may deliver your Goods in one instalment, or a number of separate instalments. You shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. 6.3 Any dates quoted for delivery of the Goods and performance of the Services are approximate only and we shall not be liable for any delay in delivery of the Goods and/or performance of the Services howsoever caused. Time for delivery shall not be of the essence of the Contract. We may deliver the Goods and perform the Services in advance of the quoted delivery date upon giving you reasonable notice. 6.4 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery, then we reserve the right to store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage, or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract. 6.5 You shall be deemed to have accepted the Goods 14 days after delivery to you. Subject to clauses 8.2 – 8.4 (inclusive), after acceptance, you shall have no right to reject Goods that are not in accordance with the Contract. Notwithstanding the Sale of Goods Act 1979, acceptance of some of the Goods by you, whether conforming to the Contract or not, shall deprive you of the right to reject the rest of the Goods, whether they conform to the Contract or not. 6.6 No Goods delivered to you which are in accordance with this Contract will be accepted for return. Any such Goods returned by you may, at our discretion, be returned to you or stored at your cost without prejudice to our other rights and remedies. 6.7 Any Goods that are returned, whether defective or otherwise, shall be returned at your cost in the same condition as delivered to you, complete with the original packaging, materials and inserts and with the original delivery note for those Goods. The risk in those Goods does not pass to us until we have received them from you. 6.8 If you have an account with Norville (20/20) Ltd, and are purchasing prescription work, postage costs will be in line with the terms agreed between you and us. Postage costs for customers without accounts or from outside the UK mainland can be obtained by contacting us prior to placing your order.7. RISK AND TITLE
7.1 Risk of damage to or loss of the Goods shall pass to you at the time we notify you that the Goods are available for collection (in the case of Goods to be collected) or at the time of delivery or, if you fail to take delivery, at the time we tender the Goods for delivery (in the case of Goods to be delivered). 7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the legal and equitable title in the Goods shall not pass to you until we have received in cleared funds payment in full of the price of the Goods and the supply of the Services (if applicable) or, if later, at the time risk of damage to or loss of the Goods shall have passed to you. 7.3 Until such time as the title in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee, you shall keep the Goods separate from your own and those of third parties, you shall keep the Goods properly stored, protected, insured and identified as our property, and you shall not resell or use the Goods. 7.4 Until such time as the title in the Goods passes to you (and provided the Goods are still in existence and have not been resold) we shall be entitled, at any time, to require you to return the Goods to us (at your cost) and, if you fail to do so seek a court order to permit us to enter upon any premises where the Goods are stored and repossess the Goods.8. WARRANTIES
8.1 You hereby warrant and represent to us that you are purchasing the Goods in the course of your business and not as a consumer (within the meaning of the Consumer Rights Act 2015). You shall indemnify us in respect of all direct and indirect loss and other liability whatsoever arising as a result of your breach of clause 8.1. 8.2 We warrant to you that the Goods will, at the time of delivery, be of satisfactory quality, be free from material defects and materially correspond to any description or specification given by us in writing to you. For the avoidance of doubt, we do not warrant the suitability of the Goods for any specific purpose, even if that purpose is made known to us before you place your order. 8.3 Subject to clause 8.2, all warranties, conditions or other terms implied by statute or common law, including (without limitation) warranties as to quality, freedom from defects and fitness for purpose) are excluded to the fullest extent permitted by the applicable law. You hereby acknowledge this disclaimer and agree that it is reasonable in all the circumstances. 8.4 Any claim by you which is based on breach of clause 8.2 shall be notified to us in writing within 14 days of delivery to you or (where the breach was not apparent on reasonable inspection) within a reasonable time after discovery of the breach. If delivery is not refused, and you do not notify us accordingly, you shall not be entitled to reject the Goods and we shall have no liability for such breach, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 8.5 Subject to clause 9.4, if: 8.5.1 you give us notice in accordance with clause 8.4 and; 8.5.2 we are given a reasonable opportunity of examining the Goods you claim are defective; and 8.5.3 you return such Goods to our place of business at your cost, we shall, at our option, repair or replace defective Goods, or refund or issue a credit note for the price of defective Goods in full. 8.6 We warrant to you that the Services will be provided using reasonable skill and care.9. LIABILITY
9.1 Except in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence or that of our employees, agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by you or the performance of the Services, and our entire liability under or in connection with the Contract shall not exceed the price of the Goods and the Services (if applicable), except as expressly provided in these Conditions. 9.2 If we fail to deliver the Goods (or any instalment) for any reason other than any cause beyond our reasonable control or your fault, and we are accordingly liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 9.3 Where you accept or have been deemed to have accepted the Goods, then we shall have no liability whatsoever to you in respect of the Goods (save where the breach was not apparent on reasonable inspection in accordance with clause 8.4). 9.4 We shall not be liable for the Goods' failure to comply with the warranty in clause 8.2 if: 9.4.1 you make any further use of such Goods after giving a notice in accordance with clause 8.4; 9.4.2 the defect arises because you failed to follow our oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice; 9.4.3 the defect arises as a result of us following any drawing, design, Goods Specification or Service Specification supplied by you; 9.4.4 you alter or repair such Goods without the our prior written consent; 9.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; 9.4.6 the Goods differ from their description and/or the Goods Specification (as applicable) as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 9.5 We shall have no liability to you for late delivery or short delivery of the Goods. 9.6 If our performance of any of our obligations in respect of the Services (if applicable) is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default): 9.6.1 we shall without limiting our other rights and remedies, have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer default to relieve us from the performance of any of our obligations to the extent that the Customer Default prevents or delays our performance of our obligations; 9.6.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out on this clause 9.6; 9.6.3 you shall reimburse us on demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default. 9.7 This clause 9 shall survive termination of the Contract.10. PRODUCT SAFETY
You agree to satisfy yourself that the Goods are fit for your intended purpose and comply with all relevant laws, regulations and other requirements, including (but not limited to) the General Product Safety Regulations 2005, the rules of the General Optical Council, the Association of British Dispensing Opticians, the Federation of Ophthalmic and Dispensing Opticians and any additional safety regulations or guidelines published from time to time to the extent that they apply to the Goods, and you undertake to indemnify us in respect of any and all claims arising from the Goods being unsafe as a result of your failure to comply therewith.11. YOUR NON-PAYMENTOR INSOLVENCY
Without limiting our other rights and remedies, if you fail to pay any amount due under the Contract on the due date for payment and/or you make any voluntary arrangement, enter administration or liquidation, become bankrupt, insolvent, cease to trade, threaten to cease to trade or commit any other act of bankruptcy (or it appears to us that you are likely to fail to pay an amount due or commit any of these acts) we reserve the right to cancel the Contract with immediate effect by giving written notice to you or suspend any further deliveries of Goods and/or supply of Services to you under the Contract without any liability to you.12. GENERAL
12.1 We shall not be liable to you or deemed to be in breach of Contract by reason of delay or failure to perform any of our obligations if the delay or failure is due to an act or cause beyond our reasonable control. 12.2 These Conditions shall not be enforceable by any person other than you, the buyer of the Goods and Services (if applicable) with whom we have entered into a Contract. 12.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party’s principal place of business. 12.4 A waiver by us of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by us in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict our further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.5 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 12.6 Where any law or court deems any Condition to be invalid or unenforceable in whole or in part, then the offending part shall be removed and the validity of the remainder of the Conditions shall not be affected. 12.7 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless agreed in writing and signed by us. 12.8 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party. 12.9 You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of your rights or obligations under the Contract. 12.10 The Contract and these Conditions and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such disputes and claims. 12.11 We reserve the right to monitor and record telephone calls our staff receive and make, in order to monitor staff performance and ensure the highest service possible is provided to our customers. 12.12 The copyright in all photographs, images and descriptions contained in the catalogues and brochures for the Goods and on our website are owned by us, and may not be reproduced without our express consent. 12.13 If the performance of the Contract or any obligation hereunder is prevented by force majeure, we shall be excused performance, provided that we shall use reasonable endeavours to remove such cause(s) of non-performance, and shall continue performance hereunder without delay whenever such cause(s) are removed. For the purpose of these Conditions, “force majeure” shall include Acts of God, strikes, lock-outs, industrial action, fire, accident, lightning, earthquake, volcanic activity, storms, flood, shortage of supply of raw materials, lack of mains power, explosion, war and any circumstance beyond our reasonable control. 12.14 Clauses which expressly or by implication have effect after termination shall remain in full force and effect.13. Returns Policy
13.1 Subject to these conditions, any goods supplied by us that are returned by you for credit (the decision on whether to offer a credit in respect of returned goods shall be made at our sole discretion) or exchange must fulfil the following requirements: a. have the appropriate packaging; b. be in pristine condition, including case, demo lenses, etc; c. be returned with the original invoice to Telesales, Norville (20/20) Ltd, Waterwells Business Park, Gloucester, GL2 2AA (a clear copy is acceptable if the original is not available); d. have a clearly stated reason for return; and e. be in the current frame range. We strongly advise sending high value items by recorded and insured delivery. 13.2 When returning more than three frames, you must contact your frame sales executive, who will arrange the exchange. 13.3 We are unable to accept any goods returned for credit more than three months after delivery, or any goods that are deemed by us to be end-of-line goods. 13.4 All goods returned shall be subject to a £5 stock return charge to cover our administration costs. 13.5 For the avoidance of doubt, the confines of this returns policy do not apply in the case of manufacturing defects or error on our part.
