S.G.L - CONDITIONS OF USE OF WEBSITE
Your access to the S.G.L. web site is deemed to constitute an agreement to the following conditions:
1. Except to the extent required by law, S.G.L. accepts no liability for any direct or consequential loss or damage of any kind (including, without limitation, any loss of profits, business, goodwill or data) caused by or arising out of this site or any linked site or any information contained in such site. Any decisions based on information in this site are the sole responsibility of the visitor.
2. S.G.L. makes all reasonable efforts to ensure that the content of this web site is accurate at the time it was included and up to date. However, visitors should be aware that some information may be inaccurate, incomplete or out of date and you should not seek to rely on any information contained within this site without independently verifying it's accuracy. S.G.L. reserves the right to make changes at any time, without notice.
3. S.G.L. does not endorse or otherwise assume responsibility or liability for the content or operation of other web sites linked to this web site.
4. This web site (including these legal notices) shall be governed by English law and the English courts shall have the exclusive jurisdiction over any disputes arising from this web site.
S.G.L. - CONDITIONS OF SALE
"The Carrier" means any individual, company or organisation carrying out delivery of the Goods.
"The Conditions" means the terms and conditions of sale set out herein.
"The Contract" means any agreement for the purchase of Goods or Services.
"The Goods" means any equipment, parts or material to be supplied by S.G.L. to the Purchaser.
"Product Literature" means any user operating or installation, instructions supplied with the Goods.
"The Purchaser" means the person, firm, institution, body or company to whom Goods or Services are supplied subject to the Conditions.
"The Services" means services of any description provided by S.G.L. to the Purchaser.
2. GENERAL - Unless otherwise specifically agreed by S.G.L. in writing, the Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Purchaser may purport to apply in any document issued by the Purchaser including but without limitation those contained in any order sent by the Purchaser. Acceptance of delivery of the Goods or commencement of the performance of the Services shall be deemed conclusive evidence of the Purchaser's acceptance of the Conditions. No particulars contained in any advertising matter, catalogues or other publication supplied by S.G.L. or any verbal representation by an employee or agent of S.G.L. shall form part of the Contract nor shall it be treated as constituting a representation on the part of S.G.L..
3. PRICES - The prices charged for the Goods shall be the Company's recommended list price less any applicable discount agreed by S.G.L. ruling at the date of acceptance by S.G.L. of the Purchaser's order. The price payable for the Services under the Contract shall be as stated in the quotation or tender sent by the Company and shall not be varied otherwise than by agreement in writing between the parties. All prices for Goods are quoted ex-works and unless specifically otherwise agreed in writing, delivery to the Purchaser's premises will be arranged by S.G.L. and the cost of delivery (including, but without limitation, carriage, packing, duty and insurance) will be arranged by S.G.L.. Where Goods are returned for repair the Purchaser will be charged for the repair and any costs incurred in the collection from and delivery to the Purchaser's premises. Any query by the Purchaser of any invoice rendered by S.G.L. must be made in writing within 30 days of the date of that invoice otherwise the parties agree that such invoice shall be deemed accepted and the Purchaser's right to raise any query waive.
3.1 The price payable for the goods ordered by the customer is as set out on the S.G.L. website at the time you place your order plus any charges for carriage and insurance as set out in the order form.
3.2 S.G.L. must receive payment for the whole of the price of the goods ordered, and any applicable charges for carriage and insurance, before the customers order can be accepted.
4. TERMS OF PAYMENT - S.G.L. must receive payment for the whole of the price of the goods ordered, and any applicable charges for carriage and insurance, before the customers order can be accepted. Payment can be made by cheque for the whole of the price of the goods ordered and made payable to S.G.L.. payment can also be made during time of purchase through the company website www.optical.uk.com using the payment processor company PayPal. S.G.L. will not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered by the Purchaser as a consequence of any issue with PayPal.
Alternative arrangemements for payment with BACS money transfers can be made by contacting S.G.L..
5. PROPERTY AND RISK - Property in the Goods will remain with S.G.L. until payment in full has been received by S.G.L. of all sums due, including interest where payable, in accordance with the Condition 4 above. The Purchaser shall, while property in the Goods remains with S.G.L. pursuant to this Condition, hold the Goods on a fiduciary basis only and as a bailee only for the Company, keep the Goods separate from those of S.G.L. and third parties and property stores, protected and identified as S.G.L.’s property. The Purchaser may use or re-sell the Goods in the normal course of its business but until S.G.L. is paid in full the proceeds of any sale or insurance proceeds shall be held by the Purchaser in trust for S.G.L. and S.G.L. shall be entitled to trace all proceeds of sale in accordance with equitable principles.
Until such time as the property in the Goods passes to the Purchaser, the Purchaser grants to S.G.L. an irrevocable licence to enter the premises of the Purchaser to seize or remove any Goods not paid for in full at any time. Risk in the Goods shall pass to the Purchaser on delivery. Until S.G.L. has been paid in full for such Goods the Purchaser shall insure the goods to their full value against all risks and to the reasonable satisfaction of S.G.L. and shall immediately pay all proceeds received under such insurances to S.G.L.. All insurance claims will be pursued by the Purchaser as swiftly and efficiently as is practicable.
6. DELIVERY - Unless otherwise agreed in writing between the parties, all deliveries by S.G.L. will be to the Purchaser's address as appears on S.G.L. records. The estimated delivery date will be as quoted on S.G.L. order acknowledgement or as otherwise notified by S.G.L. to the Purchaser.
S.G.L. will not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered by the Purchaser as a consequence of any delay in delivery or despatch of Goods or for delay in completion of any Services. Unless otherwise agreed in writing between the parties, S.G.L. shall be entitled to deliver the Goods by instalments and to tender a separate invoice for each instalment and to determine the route and manner of delivery of the Goods. S.G.L. shall be deemed to have the Purchaser's authority to make such contract with any Carrier as the Company may deem reasonable.
7. CLAIMS FOR DEFECTS, DAMAGE, LOSS OR NON-DELIVERY - The Purchaser shall inspect all Goods on delivery and shall notify S.G.L. of any alleged defect in materials or workmanship, damage or failure to comply with description or sample or shortage in quantity in writing within three days of physical receipt and the Purchaser shall notify the Carrier within seven days of physical receipt. It is agreed that the Purchaser waives any claims he may otherwise have had where claims have not been made in writing within the aforesaid period. The packaging and contents must be retained and the Purchaser shall give S.G.L. an opportunity to inspect the Goods within a reasonable time following delivery before any use is made of them. Without prejudice to the foregoing the Purchaser must advise S.G.L. in writing, within seven days of the date of receipt of an invoice, of any non-delivery of entire batches of Goods. Notwithstanding the receipt by S.G.L. of any such notice a clear signature on a Carrier's delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated thereon. If the Purchaser shall fail to comply with the foregoing the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect in materials or workmanship or damage which would be apparent on a reasonable examination of the Goods and the Purchaser shall be deemed to have accepted the Goods. If the Purchaser establishes to S.G.L.’s reasonable satisfaction that the Goods are not in accordance with the Contract or there is any defect in materials or workmanship, the Purchaser's sole remedy in respect thereof shall be limited as S.G.L. may elect, to making good any shortage, to replacing such Goods or refunding all, or part of, the Contract price against return of the Goods.
8. FORCE MAJEURE - S.G.L. shall not be liable for failure to deliver the Goods or supply the Services for any reason whatsoever outside the reasonable control of S.G.L. including, without limitation to the generality of the foregoing, industrial action, war, governmental action, or regulation, act of God, riots or non-availability of stocks or materials and any delays by third party manufacturers in supplying any parts or materials. Any such failure shall not affect the obligation of the Purchaser to pay for Goods already delivered or Services already supplied.
9. WARRANTY - Unless otherwise agreed by the parties in writing, the warranty on the Goods is as stated in the Product Literature, save that where no Product Literature is provided, S.G.L. warrants that it will provide, for the replacement or repair, at its option of defective materials and defective workmanship in the Goods (which would not have been apparent on a reasonable examination of the Goods on delivery) for a period of twelve months from the date of delivery. The warranty will be invalidated in the event that a third party (other than a repair agent authorised by S.G.L.) or the Purchaser attempts repairs on the Goods. S.G.L. warrants that the Goods will be fit for any use attributed to them by good medical practice and not for any other use. Subject to the provision of this Condition 9 and any warrantee and conditions contained in any product literature all warranties and conditions implied by statute or otherwise are hereby excluded PROVIDED THAT nothing herein shall affect the statutory rights of the Purchaser dealing as a consumer. Where the Goods are supplied in or to a country which is not a member state of the EEC, any warranties in respect of the Goods provided hereunder shall only apply in that country.
10. RETURNS - Goods may only be returned to S.G.L. with the prior consent of S.G.L. and on terms to be determined at the absolute discretion of S.G.L. and must be securely packed and, unless the carrier effecting the return is instructed by S.G.L., must be consigned carriage paid, fully insured and tracked to ensure delivery - all item which are authorised for return must be received by S.G.L. within 7 working days of agreement. Goods returned without the prior written approval of S.G.L. may at S.G.L.’s absolute discretion be returned to the Purchaser or retained at the Purchaser's costs without prejudice to any rights or remedies S.G.L. may have. If any returns are authorised by S.G.L. a refund will be given deducting any postage charges and also a 12.5% handling and restocking fee.
11. EXCLUSION OF LIABILITY - S.G.L. shall not be liable for any loss, damage or expenses (whether direct, indirect, consequential or otherwise) suffered or incurred by the Purchaser arising out of the delivery, installation, sale, use or maintenance of the Goods and/or the provision of the Services except for any loss, damage or expenses arising from any defect in materials or workmanship in the Goods which would not have been apparent upon a reasonable inspection of the Goods upon delivery or any negligent act or omission or wilful default of S.G.L. save that where S.G.L. is liable for any loss, damage or expenses as aforesaid (a) S.G.L.’s liability shall be limited to £1 per claim and (b) S.G.L. shall not be liable for any consequential or indirect loss, damage or expenses suffered by the Purchaser (including but not limited to loss of profit, loss of goodwill, costs and expenses payable to third parties).
12. INDEMNITY - The Purchaser shall indemnify S.G.L. for all loss, damage and expenses (whether direct, indirect, consequential or otherwise) suffered or incurred by S.G.L. arising from the delivery, installation, use or maintenance of the Goods or provision of the Services whether by the Purchaser or any third party, save that the Purchaser shall not be required to indemnify S.G.L. if and to the extent that S.G.L. is liable under Condition 11.
13. INTELLECTUAL PROPERTY RIGHTS - S.G.L. shall indemnify the Purchaser for and against any claim made or action brought in respect of infringement of patents, copyright, trade marks, trade names, registered designs or any other intellectual property rights in respect of the Goods, provided that the Purchaser shall have notified S.G.L. in the event of any claim or action being brought or threatened in this respect. S.G.L. shall be entitled to conduct all negotiations and take all necessary proceedings to dispute such a claim in its own name or in the name of the Purchaser or in both names but the conduct of proceedings and negotiations shall be completely at the discretion of S.G.L.. The Purchaser agrees to execute all such documents and do all such things and render all such assistance to S.G.L. as S.G.L. shall require. The Purchaser shall take all steps to ensure that it does not prejudice S.G.L.’s situation in this respect.
14. SUB-CONTRACTS - S.G.L. expressly reserves the right to sub-contract the performance of any Contract for the supply of Goods or provision of Services or any part thereof.
15. INSTALLATION - Where installation is quoted as being included in the price of Goods, this will include only the sitting of the Goods in an appropriate place where all necessary services have been made available. Once installed and tested and shown to be operating to the satisfaction of S.G.L., the Goods shall be deemed to have been accepted by the Purchaser unless S.G.L. is notified to the contrary by the Purchaser within seven days of completion of such testing in the event of a substantial defect in the Goods and S.G.L. shall have failed to have remedied such defect within a reasonable time of notification of the existence of such defect.
16. DEFAULT BY THE BUYER - Sums outstanding in respect of any Goods or the performance of any Services shall become immediately payable if: (i) the Purchaser fails to make payment for the Goods in accordance with Condition 4 or (ii) commits any other breach of the Contract, or (iii) if any distress or execution shall be levied upon any of the Purchaser's goods or if the Purchaser offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Purchaser or the Purchaser is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Purchaser (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Purchaser's business or if the Purchaser shall suffer any analogous proceedings under foreign law or if the Purchaser ceases or threatens to cease to carry on business. In addition, S.G.L. may in its absolute discretion and without prejudice to any other rights which it may have: suspend all future deliveries of Goods to the Purchaser and/or supply of Services and/or terminate the Contract without liability upon its part, and/or exercise any of its rights pursuant to Condition 5.
17. SET-OFF AND COUNTERCLAIM - the Purchaser shall not be entitled to withhold payment of any invoice by reason of any right of set off or counterclaim which the Purchaser may have or allege to have or for any other reason whatsoever.
18. TRADEMARKS - Unless otherwise agreed in writing all Goods shall, if sold packaged, be sold or re-sold only in the packaging supplied by S.G.L. and in no case may any trade mark other than those applied by S.G.L. be marked on or applied in relation to the Goods.
19. LAW AND JURISDICTION - These Conditions and the Contract shall be governed in all respects by English law and any dispute hereunder shall be subject to the non-exclusive jurisdiction of the English Courts.
20. SEVERANCE - Any provision or term of these Conditions or of any Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
21. WAIVER - No waiver or forbearance by S.G.L., whether express or implied, in enforcing any of its rights hereunder shall prejudice its right to do so in the future.
22. ASSIGNMENT - The Purchaser may not assign, subcontract or in any way dispose of its rights or obligations under the Contract without the prior written consent of S.G.L..
23. EXPORT CONTRACTS - Where the Goods are supplied for export, from the United Kingdom, the provisions of this Condition shall subject to any special terms agreed between S.G.L. and the Purchaser apply notwithstanding any other provisions of these Conditions. The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
The Purchaser shall be responsible for arranging for testing and inspection of the Goods at S.G.L.’s premises before shipment.
However, the Purchaser may elect, at its own cost, for S.G.L. to arrange for an independent third party to inspect the Goods at S.G.L.'s premises before shipment and the Purchaser agrees to be bound by the decision of such third party. S.G.L. shall have no liability to any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit. For overseas deliveries insurance will be arranged for the Goods whilst in transit by S.G.L. on behalf of the Purchaser and will be charged to the Purchaser together with the price of the Goods.