Terms and Conditions

Please find enclosed Terms and Conditions.

1. These terms

1.1 Any reference to ‘we’, ‘us’ or ‘our’ in these terms is Optilight, and any reference to ‘you’ or ‘your’ is to the company/person placing an order on our website.

1.2 We may make changes to these terms at any time. However, the terms which apply to your order will be those in force at the time you submitted your order to us.

2. Orders

2.1 After you place your order, we will send you an order acknowledgment form to let you know that we have received your order. This means that your order has been accepted by us.

2.2 At this point, a legally binding contract is formed between you and us on these terms. We will send you a shipping confirmation email to let you know once your order has been dispatched.

2.3 If we do not accept your order, we will email you using the details you provided when you placed your order. We have the right to reject any order for any reason.

3. Product descriptions

Descriptions of our products are set out on our website. Please read the product description carefully. Pictures and images of the products or their packaging on our website are for illustration purposes only. Your products and their packaging may vary slightly from those pictures or images.

4. Prices

4.1 Prices for our products are set out on our website. All prices are in pounds sterling (£)(GBP) and include VAT at the applicable rate, but exclude delivery charges.

4.2 Prices for our products and delivery charges may change at any time. Except as set out in clause 5.3 below, such changes will not affect existing orders.

5. Payment

5.1 We retain the right to deliver invoices for payment at our sole discretion.

5.2 Details of where to send payment and the balance to be paid can be found in the order acknowledgement form.

5.3 You shall pay each invoice we submit:

• 5.3.1 within 30 days of the date of the invoice;
• 5.3.2 in full and in cleared funds to a bank account nominated in writing by us; and
• 5.3.3 time for payment shall be of the essence of the agreement.

5.4 If you fail to make a payment due to us under the agreement by the due date specified on the invoices, then without limiting our remedies, you 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 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.5 All amounts due under the agreement 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.

6. Delivery dates and costs

6.1 You will be given available delivery options to choose from when you place your order.

6.2 Your order will be delivered on the selected delivery date or within the delivery period specified, depending on the delivery option you chose when you placed your order.

6.3 Any delivery dates stated during the order process, or in your order acknowledgement form or shipping confirmation emails, are estimates, unless we have agreed a specific delivery date with you.

6.4 We will do all that we reasonably can to deliver your order within the delivery period or on the delivery date agreed with you. If your delivery is delayed, we will email you to let you know as soon as reasonably possible. However, we are not liable to you for any losses you incur if delivery is delayed because of circumstances beyond our reasonable control, for example severe weather, accidents or unpredictable traffic delays.

7. Delivery

7.1 We will deliver your order to the address specified by you when you placed your order.

7.2 If no one is available to take delivery, we will notify you by email, cancel your order and refund you the price of the products, but not the delivery charge.

7.3 Once your order has been delivered to your address or in accordance with the delivery instructions you provided to us, the risk in the products passes to you and the goods are classed as having been ‘delivered’. This means that you are responsible for the products and we are not liable to you if the products are stolen or damaged after they have been delivered to you. This does not affect your legal rights if the products are faulty or misdescribed. Ownership of the products passes to you only once you have paid for them in full.

8. Title and Risk for Capital Purchases of products

8.1 The risk in the products shall pass to you on completion of delivery.

8.2 Title to those products shall not pass to you until we have received payment of the full balance as set out in the order acknowledgement.

8.3 Until title, in line with clause 8.2, has passed to you, you shall:

• 8.3.1 store the products separately from all other goods you hold so that they remain readily identifiable as our property;
• 8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the products;
• 8.3.3 maintain the products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• 8.3.4 notify us immediately if you:
  • (a) become subject to any event of insolvency or considers taking steps in this regard;
  • (b) suspend or threaten to cease trading; and
  • (c) financial position deteriorates so much so that the enforcement of the terms in this contract are jeopardised.
• 8.3.5 provide us with such information as we may reasonably require from time to time relating to:
  • (a) the products; and
  • (b) your ongoing financial position.

8.4 At any time before title to the products pass to you, we may require you to deliver up all products in your possession and control and if you fail to do so promptly, enter any of your business premises or of any third party where the products are stored to recover them. You shall procure entry to any such third party’s premises if requested to do so by us.

9. Events beyond our control

We are not liable to you if we fail to comply with these terms because of circumstances beyond our reasonable control.

10. Our liability to you

10.1 You are responsible for making your own arrangements for the insurance of any excess liability.

10.2 References to liability in this clause include every kind of liability arising under or in connection with the agreement including liability in contract, tort, including negligence, or otherwise.

10.3 Nothing in this agreement limits any liability for any liability that cannot legally be limited.

10.4 Subject to clause 10.3, our total liability to you shall not exceed £100.

10.5 Subject to clause 10.3, the following types of loss are wholly excluded:

• 10.5.1 loss of profits, including loss of anticipated savings;
• 10.5.2 loss of sales or business;
• 10.5.3 loss of agreements or contracts;
• 10.5.4 loss of use or corruption of software, data or information;
• 10.5.5 loss of or damage to goodwill; and
• 10.5.6 indirect or consequential loss.

10.6 This clause shall survive termination of the agreement.

11. Transfer of rights

11.1 We may transfer our rights under these terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.

You are not allowed to transfer your rights under these terms to anyone without our prior written consent. No one other than us or you has any right to enforce any of these terms.

12. Governing law and jurisdiction

12.1 The laws of England and Wales apply to these terms.

12.2 Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales.