Optical Test and Calibration Ltd

Terms and Conditions (Sale)

1. Quotations and Acceptance


1.1. Quotations are valid for thirty (30) days unless otherwise stated and represent no obligation until the Seller accepts a valid order from the Purchaser.

1.2. In the event of inconsistency between the conditions of sale of the seller and purchase conditions of the Purchaser the conditions of sale shall prevail. No variation of the conditions of sale shall be binding upon the Seller unless and until the variation has been accepted in writing by a duly authorised person on behalf of the Seller.


2. Price and Delivery


2.1. Quoted prices do not include VAT unless stated otherwise in writing.

2.2. Unless otherwise agreed, delivery shall be ex works and goods shall be packed to the normal specification of the Seller in non returnable packing and carriage shall be arranged at the request and at the expense of the Purchaser. Charges shall be added to the price of the goods where applicable.

2.3. Any delivery period quoted is an estimate only and commences from the acknowledgement by the seller of a valid order from the Purchaser. Provided the Seller takes all reasonable steps to deliver the goods at the time stated, the Seller shall be under no liability for failure to do so.

2.4. The Seller reserves the right to deliver separate items from a single order in more than one consignment and to invoice each consignment separately.

2.5. Purchasers outside the UK are responsible at their own expense for obtaining any local import licence required in the country for which the goods are destined. The Seller is responsible for seeking any export licence from the UK that may be necessary unless the office of the Purchaser from which the order is issued is situated in the UK.

2.6. Save where different conditions are stated therein all contracts for export from the UK shall be in accordance with INCOTERMS 2010 or any amendment or re publication thereof for the time being in force at the date of the contract.


3. Title and Risk


3.1. Ownership shall pass to the Purchaser only on receipt by the Seller of the full payment of the invoice price of the goods.

3.2. Risk in the goods shall pass in accordance with the delivery and carriage terms stated in the Seller's acknowledgement of order or in the absence of such statement then on leaving the Seller's premises.

3.3. Obligations under the Waste Electrical & Electronic Equipment (WEEE) EU Directive shall pass from the Seller to the Purchaser with regards to the recycling/disposal of these goods at the end of their working life.


4. Payment


4.1. Payment shall be due 30 days from date of invoice except where Seller stipulates CWO (cash with order).

4.2. Payment shall normally be by cheque, bank transfer, debit card, credit card unless otherwise agreed.

4.3. Any discounts specified by the Seller shall apply only where payment is so received. Payment shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to charge interest at 2% per month on any sum outstanding after the due date.

4.4. The Seller reserves the right to suspend deliveries where payment for any order related or otherwise has not been made on the due date and remains outstanding.


5. Description and Data


5.1. Goods shall be supplied substantially as described but where the Seller is the manufacturer the right is reserved to make design changes which shall not lower the performance of the goods, affect mechanical interchangeability or increase the price. Where the Seller is not the manufacturer, goods shall be those supplied to the manufacturer's current specification and finish unless otherwise stated.

5.2. The Seller shall make every effort to ensure the accuracy of technical data and/or literature relating to the goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.

5.3. By agreeing to purchase goods the Purchaser agrees to comply with the terms of any licence granted to the Seller in respect thereof and agrees to indemnify the Seller and keep it indemnified against any claim made by the relevant licensor against the Seller as a result of any act or omission on the part of the Purchaser.


6. Guarantees


6.1. New Goods

6.1.1. The Seller guarantees to refund the price of the goods or to repair or replace free of charge any of the goods found, in the professional opinion of its employees, to be defective within 12 months of the date of delivery owing to faulty design, materials or workmanship, provided that the goods have not been modified or repaired other than by the Seller and have been operated, stored and maintained according to the recommendations for use, storage and maintenance as laid down in the operators manuals and similar documentation supplied at time of purchase.

6.2. Resale and Pre-Owned Goods

6.2.1. Resale and pre-owned goods and all software shall be supplied on the strict understanding that the Seller's liability in contract, tort or otherwise shall in no circumstances extend beyond the liability to the Seller of the manufacturer or supplier of such goods. In particular, but without limiting the foregoing, the benefits of the supplier/manufacturer's guarantee or warranty stretching to the goods or software shall be passed on to the Purchaser and the Seller's own terms of guarantee shall be deemed not to apply.

6.2.2. In the event that goods are supplied to the Seller for sale to the Purchaser without any supplier/manufacturer’s guarantee or warranty, the Seller shall guarantee the goods for a period of 90 days unless otherwise stated in the terms and conditions of the sale/offer documentation. In particular if goods are obsolete to the general market/no longer under manufacture or are of low quality, this shall be reflected in the price and the Seller shall not provide any warranty/guarantee.

6.3. Goods returned to the Seller under the above guarantees shall be delivered to the premises of the Seller by the Purchaser at their own expense and if found not to be defective (or when the defect is attributable to the design, materials or usage of the Purchaser) shall be returned to the Purchaser at the expense of the Purchaser and subject to an investigation and handling charge of up to15% of the original invoice price plus VAT thereon if applicable.

6.4. The obligation of the Seller herein to refund purchase price, repair or replace the goods is the sole liability of the Seller as regards the quality, fitness or description of the goods and their correspondence with samples. All other representations, warranties, conditions, terms and statements as regards the same express or implied, statutory or otherwise, are excluded save where not capable of exclusion at law. The Seller is under no further liability or contract, tort or otherwise for any loss damage or injury arising directly or indirectly from or in relation to the quality, fitness or description of the goods and their correspondence with any sample.

6.5. The Purchaser shall inspect the goods on receipt and notify the Seller of any shortages or transit damage within 48 hours from the date of delivery. Any other apparent defects or other non conformance associated with form, fit or function of the goods shall be notified within 30 days from the date of delivery.

6.6. The goods shall not be considered defective for the purposes of these Conditions unless:

6.6.1. They are not in accordance with an agreed specification

6.6.2. If there is no specification or to the extent that the Purchaser's specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, the goods do not conform to the Seller's published information, or if no such information has been published, the goods do not conform to the standards which the Seller considers normal or usual for products of the kind sold at a similar price. The Seller is not in a position to ensure that the Purchaser's specification is correct and/or sufficient for the purposes intended by the Purchaser and the Purchaser must satisfy itself on this point.

6.7. In the case of goods repaired or replaced by the Seller the guarantee shall terminate at the end of the original guarantee period.

6.8. Details of the supplier/manufacturer's warranty or guarantee and licences (if any) as aforementioned are available on request from the Seller.


7. Force Majeure


7.1. The Seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract due to any cause outside the reasonable control of the Seller including but not limited to act of God, fire, floods, war and civil disturbances or riot, acts of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier, carrier or sub contractor to deliver on time.


8. Variation


8.1. The Seller reserves the right to increase the price of the goods agreed to be sold in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including but not by way of limitation those relating to exchange rates, labour, materials, transport and taxes) or where the increases due to any act or default of the Purchaser, including the cancellation by the Purchaser of part of any order.

8.2. The Products may be delivered with variations of up to 10% or more in quantity of each item and the Products shall be accepted by the Buyer with such variation. In the event of any such variation, the contract price shall be adjusted in accordance with the specified unit price to conform to the actual quantity delivered.


9. Storage/Restocking


9.1. When delivery is delayed for reasons attributable to the Purchaser or its Agents, storage and other additional costs shall be charged to the Purchaser and the goods shall be at the Purchaser's risk from the date of commencement of such delay.

9.2. The Seller reserves the right to invoice the goods at the original delivery date which shall be the date of commencement of the guarantee.

9.3. If the Purchaser cancels the purchase agreement/contract once made up to and including the date of delivery/payment in full, the Seller reserves the right to levy a minimum re-stocking fee of 15% of the purchase price of the goods plus VAT. See also Clause 14 below.


10. Patent Rights


10.1. The sale of the goods and the publication of any information or technical data relating thereto does not imply freedom from patent, registered design or other industrial property rights in respect of any particular application of the goods.

10.2. The Purchaser warrants that the designs and specifications supplied by it to the Seller shall not involve the infringement of any patent, registered design or other industrial property right in the manufacture and sale of the goods by the Seller.

10.3. The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, registered design or other industrial property right in the manufacturer, sale or application of the goods arising out of or in connection with the matters described in Clause 10.1 and/or Clause 10.2 above.


11. Tools


11.1. Tools made for the manufacturer of goods to be supplied under the contract and the copyright therein remain the Seller's property notwithstanding that the Purchaser may have been debited with any sum in respect of their cost.


12. Purchaser's Items


12.1. Items supplied by the Purchaser for the contract shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Seller.

12.2. Any defect in items provided by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect and the Purchaser shall indemnify and keep indemnified the Seller from and against all action, demands, claims, proceedings, losses, or costs arising from the supply of defective items by the Purchaser.


13. Limitation of Liability


13.1. The Seller shall not be liable in contract, tort or otherwise for any loss or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Seller other than to supply goods conforming to the original agreed specification or at the Seller's option to refund to the Purchaser any monies already paid in respect of the goods.


14. Cancellation and Returned Goods


14.1. Cancellation shall not be accepted for non catalogued items. If the Seller agrees to accept cancellation or part cancellation of an order for catalogued items a minimum charge of 15% of the total invoice price shall be made.

14.2. Except under the guarantee in Clause 6 no returns are permitted without the Seller's previous consent.

14.3. If the Seller agrees to accept returns other than under the guarantee contained in Clause 6 they must be returned at the Purchaser's expense in original condition and if tested by the Seller shall be subject to a minimum charge of 15% of invoice price together with VAT thereon if applicable. See also Clause 9 above.


15. Termination


15.1. If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Purchaser's business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by notice in writing.


16. Law


16.1. Any question relating to any quotation or any contract subject to these conditions or agreed amendments of these conditions shall be determined in all respects by the laws of England.