1. ACCEPTANCE OF TERMS AND CONDITIONS OF SALE OF EINAR UK LIMITED
The placing of a sales order with us constitutes an “offer to purchase” under the following “terms and conditions of sale”.
No variation shall be accepted to these “terms and conditions of sale” (even if included or referred to in the document or other communication which placed the order, less specifically accepted by us in writing and signed by a Director of Einar.
2. PRICES
Orders are accepted for products (i.e. frames, sunglasses and marketing materials) at the prices shown on current quotations and price lists, except where otherwise stated, but Einar reserves the right to amend prices to those ruling at the date of dispatch and to amend any accidental errors and omissions. The issue of any new edition of Einar’s Catalogue or Price List supersedes and replaces the previous one.
All quoted prices are for products and are exclusive of VAT, freight and any relevant customs duty.
3. AVAILABILITY
Many of Einar’s products are available from stock either in the UK or from our parent company. The presence of a model in the current Price List or Catalogue does not however guarantee the availability of the listed models or spare parts.
Quotations ex-stock are subject to products being unsold to other Purchasers at the time of Einar’s receipt of the order.
Availability and an estimated dispatch date will normally be advised at the time of order acceptance and confirmation.
4. DATA PROTECTION
Einar maintain the basic company contact details of Purchasers in order to transact current and potential business. We do not retain payment card details on our computer system. We do not share our database with third parties, except for the review of the Purchasers credit rating.
5. ORDER CONFIRMATION
Einar reserve the right to accept or reject any sales order and all orders are subject to availability.
A written sales order sent by post, email or via the web, will be confirmed by email.
Where the order is not available in stock within 48 hours, the Purchaser has 48 hours to advise Einar to cancel the order prior to dispatch and invoicing.
Einar reserves the right to make an appropriate charge should any order be cancelled after 48 hours depending upon the size of the order, whether the products have been manufactured specially, and the time between order and cancellation.
6. DELIVERIES
Dispatch of pre-paid orders will be as soon as the products are available in stock. All sales orders on credit terms will be subject to review before dispatch and may be held awaiting prepayment or payment to make the Purchaser’s account in order.
Every effort will be made to meet the quoted dispatch dates, but it is impossible to guarantee them, and Einar will not be liable in any way for failure to deliver on time.
Where an order calls for a number of items, Einar reserves the right to dispatch and invoice all or any number of the items as soon as they are available, and the customer shall honor all invoices presented in respect of such deliveries in accordance with the settlement terms of the invoice.
Einar reserves the right to require customers to take delivery of orders at the agreed date or, where the orders cannot be accepted on this date, to render invoices for such orders.
Any products incorrectly ordered by and delivered to the Customer and subsequently returned may be subject to a handling charge.
7. DAMAGE OR LOSS IN TRANSIT
All products are packed carefully to ensure safe carriage.
Risk in the products shall pass to the Purchaser when they are posted or delivered to the carrier for transmission to the Purchaser. Normally the cost of freight is included in the invoiced price but this additional service for the Purchaser provides only a basic level of insurance and the Purchaser should determine whether this is sufficient for their needs. Provided that, nothing in these terms and conditions of sale shall operate to deprive a consumer of his statutory rights under the Sale of Goods Act 1979.
Einar cannot consider responsibility for damage in transit unless complaints of damages are notified to the carrier and to Einar in writing within 3 days of the date of receipt.
Complaints of loss or shortage must be made to the carrier and to the company within 7 days from date of dispatch.
No products shall be signed for unless they have been examined. If it is not practical to examine the products on receipt, they should be signed for as “un-examined”.
8. RETURN OF PRODUCTS
The return of products will not be accepted without the consent of Einar in advance of the movement of such products.
Returns may not be permitted on some “special” or “made to order” sales orders unless they have agreed manufacturing defects.
No products will be credited unless received back in their original or similar packaging. They must be in a “re-saleable condition”, i.e. all price tags, labels and markings added by Purchaser must be removed; dummy lenses also need to be in the frame and dummy and sunglass lenses must be clean.
Returned products complying with the above will be credited at their invoiced price, excluding freight charges, if returned within 28 days. Returns after 28 days will be subject to a 20% handling fee, unless found to have a manufacturing defect.
9. PRODUCT INFORMATION & SPECIFICATION
Einar makes every effort to ensure the accuracy of the descriptions, photographs and drawings of its frames. Our range is constantly changing and the colours and specifications may vary between batches and Einar will not guarantee or be held responsible for such variations.
Performance of the products will be in accordance with the manufacturer’s technical specification and no variation or addition to such specification or representation as to the performance will be accepted as valid unless made in writing and signed by a Director of Einar.
10. WARRANTY
For a period of 1 year from the date of purchase of the products to the Purchaser’s Consumer, Einar will repair or at its option replace free of charge any component found to be defective due to faulty workmanship or materials, provided that:
(a) This warranty does not cover any form of damage resulting from accident, neglect, misuse, application of over-heating or use contrary to “normal” usage.
(b) The Consumer’s receipt from the Purchaser must be provided as proof of purchase date. If the Consumer receipt cannot be supplied, the 1 year will be taken from date of invoice issued to the Purchaser.
This warranty shall apply only to the original customer and shall (insofar as the law may permit) be in lieu of all other warranties and conditions expressed or implied under the Sale of Goods Act 1979 or any other Statute or at Common law.
11. CONSEQUENTIAL LOSS
Notwithstanding the terms of any conditions, warranties or representations, whether expressed or implied, and whether statutory or otherwise, Einar shall not be liable in any way for loss of profit or of contracts or any other consequential loss of any kind resulting from any defect in the products or services whether such loss arises from loss of use of the products or services or incorrect information or otherwise howsoever.
12. SETTLEMENT TERMS
Payment shall be due in full within 30 days of the date of invoice.
In some circumstances Einar may give extended payment terms for special orders or promotions, subject to agreement in advance.
13. RETENTION OF TITLE
The products are covered by Einar’s right of ownership until the invoice is paid in full.
a. Notwithstanding delivery and the passing of risk in any products supplied by Einar to the Purchaser, the title in such products shall not pass to the Purchaser until Einar has received in cash or cleared funds payment in full of the price (together with all VAT payable thereon) of such products and their freight costs.
b. Until such time that the title to any products supplied by Einar to the Purchaser passes to the Purchaser, the Purchaser shall hold all such products as Einar’s fiduciary agent and Bailee and shall keep such products separate from those of the Purchaser and third parties and properly stored protected and insured and identified as Einar’s property. Until that time the Purchaser shall be entitled to re-sell or use such products in the ordinary course of its business but shall account to Einar for the proceeds of sale or otherwise of such products whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Purchaser and third parties
c. Until such time as the Property in any products supplied by Einar to the Purchaser passes to the Purchaser (and provided such products are still in existence and have not been re-sold) Einar and Purchaser shall be entitled at any time to require the Purchaser to deliver up such products to Einar and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser or any third party where such products are stored and re-possess such products.
d. The Purchaser shall not be entitled to pledge or in any way charge by way of security for an indebtedness any products supplied by Einar to the Purchaser which remain the property of Einar but if the Purchaser does so all the monies owing by the Purchaser to Einar shall (without prejudice to any other right or remedy of Einar) forthwith become due and payable.
14. INTELLECTUAL PROPERTY
Any devices or logos appertaining to any ranges of frames distributed by Einar shall not be used, altered or amended without prior written permission from Einar. In the event of any unauthorised use, the customer would become liable for all costs, penalties and legal charges incurred by Einar.
15. INSOLVENCY OF THE PURCHASER
This clause applies if:
a. The Purchaser makes any voluntary arrangement with his creditors or becomes subject to an administration order or (being an individual or firm) becomes a bankrupt or (being a company) goes into liquidation) otherwise than for the purposes of amalgamation or reconstruction) or
b. The Purchaser makes any voluntary arrangement with his creditors or becomes subject to an administration order or (being an individual or firm) becomes a bankrupt or (being a company) goes into liquidation) otherwise than for the purposes of amalgamation or reconstruction) or
c. An encumbrance takes possession or a receiver is appointed of any of the property assets of the Purchaser or
d. The Purchaser ceases or threatens to cease to carry on business or
e. Einar reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
If this clause applies then without prejudice to any other right or remedy available to Einar, Einar shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Purchaser and if any products have been delivered by Einar to the Purchaser but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16. ENGLISH LAW
The contract shall be governed by and constructed by the laws of England.
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provision of these terms and conditions and the remainder of the provision in question shall not be affected.