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Terms and Conditions

1. DEFINATIONS

  1. Defined terms
    “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

    “Conditions“ means the terms and conditions set out in this document as amended from time to time in accordance with clause 14.3. 

    “Contract” means each respective contract between us and the Customer for the sale and purchase of the Goods in accordance with these Conditions. 

    “Customer” means the person, or other body who enters into the Contract with us for the supply of the Goods.   

    1. “Force Majeure” means any circumstances beyond a party’s reasonable control, such as labour disturbances or labour disputes of any kind, accidents, civil disorders or commotions, war, acts of terrorism, acts of God, flood, drought, earthquake, hurricane or other natural disaster, energy or other conservation measures, explosions, failure of utilities, mechanical breakdowns, material shortages beyond a party’s reasonable control, disease, pandemic, theft, or other occurrences. 

    “Goods” means the goods (or any part of them) set out in the Order, to be supplied by or processed by us for the Customer. 

    “Losses” means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses). 

    “Order“ means the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of our quotation, as the case may be. 

    “Specification” means any specification for the Goods, including any related plans and drawings, that is provided by us to the Customer or otherwise agreed in writing between us and the Customer (as the case may be). 

    “Us” or “We“ means Knight Optical (UK) Limited (company number 03755966), a private company limited by shares incorporated in England and Wales on 21 April 1999 with its registered office address at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.  

  2. Interpretation
    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
    2. A reference to a party includes its personal representatives, successors and permitted assigns. 
    3. A reference to a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same and any subordinate legislation in force under any of the same from time to time. 
    4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
    5. A reference to writing shall include any modes of reproducing words in a legible and non-transitory form and emails shall be deemed to be in writing for these purposes. 
  3. Meaning of parties
    In these Conditions, any reference to a “party“ or the “parties“ is to us and the Customer (as the case may be).  

2. ORDERS & CONTRACTS

  1. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order are complete and accurate.  We do not accept verbal orders.  
  2. The Order shall only be deemed to be accepted when we issue a written acceptance of the Order (not at the time of the checkout on the website), at which point, and on which date, the Contract shall come into existence.  Electronic confirmations shall be deemed to have the same authority as a paper based signed order.  We reserve the right to refuse any Order.
  3. The Customer acknowledges and agrees that these Conditions (together with any additional contractual details confirmed in our quotation that is stated expressly to be incorporated into the Contract) apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 
  4. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions (even if they are presented with or are part of an Order).   
  5. Any samples, drawings, descriptive matter or advertising that we have produced (or that is produced on our behalf), and any descriptions or illustrations contained in our catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. 
  6. For the avoidance of doubt, any quotation that we give for the Goods shall not constitute an offer. 

3. GOODS 

  1. The Goods  
    1. The Goods are described in our digital catalogue on our website (as modified by any applicable Specification). 
    2. To the extent that we manufacture (or appoint a third party to manufacture) the Goods in accordance with a specification (including any plans and/or drawings) supplied by or on behalf of the Customer, the Customer shall indemnify us against all Losses that we incur as a result of any claim that our use of the specification infringes the intellectual property rights of any third party. This clause 3.1.2 shall survive termination of the Contract. 
    3. We reserve the right to amend any Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.
  2. No implied warranties  
    1. Except as set out in clause 10.1, all conditions, warranties or other terms which might have effect between us and the Customer or be implied or incorporated into the Contract (whether by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by applicable law.
    2. Without prejudice to the general nature of clause 3.2.1 and the terms of clause 10.1, we do not make any representations or warranties with respect to any of the Goods, including any warranties as to non-infringement, stability, suitability of any product, fitness for a particular purpose or conformity to any description. 

4. PRICING

  1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in our published price list (as published on our website) in force as at the date of delivery.
  2. For the avoidance of doubt, pricing is not fixed for the Order until the Order has been confirmed. This is a separate procedure to the website checkout. 
  3. The price of the Goods: 
    1. excludes amounts in respect of value added tax (“VAT“), which the Customer shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice;
    2. excludes amounts in respect of any other sales taxes, consumption taxes and other similar turnover taxes that are required by law or regulation to be disclosed as a separate item on an invoice, which shall be invoiced to the Customer (as applicable); and 
    3. excludes the costs and charges of packaging, insurance and transport of the Goods (including any import duty, carriage or similar charges), which shall be invoiced to the Customer (as applicable). excludes the costs and charges of packaging, insurance and transport of the Goods (including any import duty, carriage or similar charges), which shall be invoiced to the Customer (as applicable). excludes the costs and charges of packaging, insurance and transport of the Goods (including any import duty, carriage or similar charges), which shall be invoiced to the Customer (as applicable). 

5. CONFIDENTIALITY, DESIGN & DRAWINGS

  1. Confidentiality 
    1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.1.2. 
    2. Each party may disclose the other party‘s confidential information: 
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party‘s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party‘s confidential information comply with clauses 5.1.1 and 5.1.3 (in each case as if the provisions of the relevant clause were expressed to apply to it);  
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and/or 
      3. if, and to the extent, the other party has given its prior written consent to the disclosure, such consent not to be unreasonably withheld, conditioned or delayed.
    3. Neither party may use the other party‘s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. 
  2. Design and drawings 
    Further details of our terms relating to drawings, designs and customer specifications are available upon written request as they do not usually affect web sales. 

6. CUSTOMERS’ SPECIFICATIONS

Orders placed on the website subject to drawings will not be accepted. We have no attaching responsibility for the suitability of any work for any given application.

7. TERMS OF PAYMENT

  1. The Customer shall pay the amount due (in full and in cleared funds) in respect of the Goods (such pricing to be in accordance with clause 4) at the time that the Order is made.  Should a payment be subsequently recalled by the credit card merchant or bank, the Customer shall immediately pay us the amount of any shortfall. 
  2. Time for payment shall be of the essence of the Contract. 
  3. If the Customer fails to make a payment due to us under the Contract by the due date in accordance with clause 7.1, then without limiting our remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.3 shall accrue each day at four per cent (4%) a year above the Bank of England‘s base rate from time to time. 
  4. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

8. DELIVERY

  1. We shall ensure that the Goods are ready for collection from our premises at Roebuck Business Park Harrietsham, Kent, ME17 1AB (the “Delivery Location“) by the nominated carrier or courier service engaged for the delivery of such Goods.
  2. Delivery is completed on the completion of loading of the Goods by the nominated carrier / courier at the Delivery Location. 
  3. We will use our reasonable endeavours to meet the delivery times in respect of the Goods indicated on our website, but time of delivery is not of the essence of the Contract and delivery times indicated on the website are approximate only and are our reasonable estimates; they shall not have any contractual force. 
  4. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure or the Customer‘s failure to provide us with instructions that are relevant to the supply of the Goods.
  5. f we fail to deliver the Goods entirely, our liability shall be limited to the costs and expenses directly referable and reasonably incurred by the Customer (as evidenced by written documentation) during the Customer‘s procurement process with us in respect of the Goods. We shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure or the Customer‘s failure to provide us with instructions that are relevant to the supply of the Goods. 

9. TITLE AND RISK 

  1. The risk in the Goods (including risk of loss of, or damage to the Goods) shall pass to the Customer on completion of delivery in accordance with clause 8.2.  Following the completion of delivery, the Customer shall be solely responsible for all risk, including transit risk, and we shall have no liability for any loss, damage or delay to the Goods occurring thereafter. 
  2. Title to the Goods shall not pass to the Customer until we receive payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment. 
  3. We shall have a possessory lien against the Customer on any and all of the Goods in our possession for any and all monies due from the Customer. 

10. QUALITY / OUR LIABILITY FOR ALLEGED DEFECTIVE AND/OR MISSING GOODS

  1. We warrant only that on delivery, the Goods supplied, or the processes performed, shall:
    1. conform in all material respects to the Specification; and
    2. be free from material defects in design, material and workmanship.
  2. The Customer shall inspect the Goods immediately upon receipt of the Goods and notify us in writing of any shortfalls in the volume of Goods ordered within three (3) Business Days of the date of receipt thereof.  We have strict controls which include a double verification of quantities and products supplied to avoid errors in product delivery. 
  3. If the Customer considers that some or all of the Goods do not comply with the warranty set out in clause 10.1, the Customer shall, within 14 calendar days of receiving the Goods, give us notice in writing stating in reasonable detail the defects or discrepancies alleged. We shall, at our sole option and to the extent that we agree that such Goods do not comply with the warranty set out in clause 10.1, repair or replace the defective Goods, or refund the price of the defective Goods in full to the Customer. 
  4. We shall not be liable for the Goods‘ failure to comply with the warranty set out in clause 10.1 if: 
    1. the Customer makes any further use of such Goods after giving notice in accordance with clause 10.3;
    2. the Customer does not give us notice within the time period described in clause 10.3 (in which case, the Goods shall be deemed to be in all respects in accordance with the Contract and to the satisfaction of the Customer and the Customer shall be bound to accept); 
    3. the defect arises because the Customer failed to follow our oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same; 
    4. the defect arises as a result of us following any drawing, design or specification supplied by or on behalf of the Customer; 
    5. the Customer alters or repairs such Goods without our written consent; 
    6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions of the Customer; or
    7. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
  5. Except as provided in this clause 10, we shall have no liability to the Customer in respect of the Goods‘ failure to comply with the warranty set out in clause 10.1.  
  6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.  
  7. These Conditions shall apply to any repaired or replacement Goods supplied by us. 

11. LIABILITY FOR PERFORMANCE AND/OR LOSS

  1. References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise. 
  2. Nothing in the Contract limits any liability for: 
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation;  
    3. any liability that cannot legally be limited; or 
    4. the Customer‘s payment obligations under the Contract. 
  3. Subject to clause 11.2, our total liability to the Customer arising under or in connection with the Contract, whether arising in contract, tort (including negligence or misrepresentation) or otherwise, shall be limited to an amount equal to the aggregate amount that we have received as payment for the Goods by the Customer. 
  4. We shall not be liable in respect of any claim under the Contract unless the Customer has notified us thereof stating in reasonable detail the nature of the claim and, if reasonably practicable, the amount claimed within 20 Business Days following the date on which the Customer became, or ought reasonably to have become, aware of the event having occurred.  
  5. Subject to clause 11.2, we shall not, under any circumstances whatsoever, be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: 
    • loss of profits or revenue;
    • loss of sales or business; 
    • loss of agreements or contracts; 
    • loss of anticipated savings;  
    • loss of use or corruption of software, data or information; 
    • loss of or damage to goodwill; or 
    • special, indirect or consequential damage or loss (whether or not reasonably foreseeable and even if the Customer had been advised of the possibility of the Customer incurring such loss or type of loss), suffered by the Customer that arises under or in connection with the Contract.
  6. The Customer shall not be entitled under any provision of the Contract to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance. 
  7. We shall not be liable to the Customer for any claim under the Contract to the extent that the Customer participated in causing such claim. 
  8. This clause 11 shall survive termination of the Contract

12.TERMINATION

  1. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Customer if: 
    1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of it being notified in writing to do so;
    2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business (or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction); 
    3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 
    4. the Customer‘s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
  2. Without limiting our other rights or remedies, we may suspend supply of the Goods under the Contract or any other contract between us and the Customer if the Customer becomes subject to any of the events listed in clauses 12.1.2 to 12.1.4 (inclusive), or we reasonably believe that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment. 
  3. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.  
  4. On termination of the Contract for any reason, the Customer shall immediately pay to us all of our unpaid invoices and interest. 
  5. Termination of the Contract, however arising, shall not affect any of the parties‘ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 
  6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. 

13.FORCE MAJEURE

  1. Impact of Force Majeure
    If a party (the “Affected Party“) is prevented from or delayed in performing any of its obligations (other than the Customer‘s payment obligations under the Contract) under the Contract by a Force Majeure, then: 

    1. the Affected Party’s relevant obligations under the Contract shall be suspended for as long as the Force Majeure continues, and the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations;
    2. as soon as reasonably practicable after the start of the Force Majeure, the Affected Party shall notify the other party of the nature of the Force Majeure and the likely effects of the Force Majeure on its ability to perform its obligations under the Contract; and
    3. as soon as reasonably practicable after the end of the Force Majeure, the Affected Party shall notify the other party that the Force Majeure has ended and shall resume performance of its obligations under the Contract.
  2. Termination
    If the Force Majeure prevents, hinders or delays the Affected Party‘s performance of its obligations for a continuous period of more than two months, the other party may terminate the Contract by giving 10 Business Days‘ written notice to the Affected Party. 

14. GENERAL 

  1. Assignment and other dealings
    1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract, provided that we give prior written notice of such dealing to the Customer.
    2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent. 
  2. Entire agreement
    1. The Contract constitutes the entire agreement between us and the Customer.
    2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 
  3. Variation
    No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and will be on a strict order-by-order basis. 
  4. Waiver 
    1. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy. 
  5. Severance 
    1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
    2. If any provision or part-provision of the Contract is deemed deleted under clause 14.5.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 
  6. Notices 
    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
    2. Any notice shall be deemed to have been received: 
      • if delivered by hand, at the time the notice is left at the proper address; or
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. 
    3. This clause 14.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 
  7. Third party rights 
    1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 
  8. Governing law
    The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 
  9. Jurisdiction
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.