Terms and Conditions

  1. GENERAL
    1. In these conditions “The Seller” means Shamir UK Ltd. “The Buyer” means the individual, firm or company with whom the Seller contracts to sell the Goods, and “Goods” means the goods, products, materials or services manufactured, imported, supplied and/or delivered for or by Seller to Buyer, as such were approved by Seller in reply to Buyer's order, and “Contract” means the contract for the supply of Goods which have been ordered by Buyer and confirmed by Seller, which contract is concluded based on these Terms and Conditions unless otherwise specified in a written confirmation of order issued by Seller.
    2. All quotations are given and all orders are accepted on these Conditions which shall overide and exclude any other Conditions stipulated or referred to by the Buyer and all orders made by the Buyer shall be deemed to be made subject to these Conditions.
    3. No modifications of these Conditions shall be effective unless made by an express written agreement between the Buyer and the Seller.
  2. THE GOODS
    1. All descriptions and illustrations in the Seller’s catalogues, price lists, and advertisement or otherwise communicated to the Buyer shall not form part of the contract, but shall be treated as approximate.
    2. Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer, the Goods shall be taken by the Buyer at its owners risk as to their corresponding with the sample and their quality, condition or fitness for any purpose.
    3. The Buyer shall determine the suitability of the Goods for their intended use and the Buyer shall not rely upon any representation made by or on behalf of the Seller.
  3. PRICE
    1. The price to be paid for the Goods is to be the Seller’s list price prevailing upon the date upon which the Seller accepts the Buyer’s order for the Goods. Prices are net, excluding packaging, and shall be deemed Ex-works (Incoterms 2010 as amended).
    2. Prices are based, inter alia, on production costs for supplies, labor, deliveries, duties and services current on the order date. In the event of material increase in any such costs, Seller reserves the right either to adjust the prices for Goods accordingly, or to cancel any certain part of the sales relating to undelivered Goods. Duties, taxes, fees, levies and other compulsory payments applicable to the sale of Goods any time, as well as freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly stipulated.
    3. Value Added Tax will be charged at the rate prevailing upon the date of despatch.
  4. DELIVERY & RISK
    1. Every effort is made to meet delivery dates, however such are subject to reasonable adjustment and the Seller shall not be liable for any loss, including consequential loss or damage resulting from such reasonable delays.
    2. The Seller shall not be liable for any delay or non-delivery of the Goods caused by any circumstances beyond the Seller’s control, including without limitation and Act of God, explosion, fire, flood, war hostilities, accident, delay in delivery by the Seller’s suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree of any court, or action of any Governmental authority, or any other causes or circumstances whatsoever beyond the Seller’s control and, on the occurrence of any of the above events, the Seller reserves the right to cancel or suspend the whole or any part of the delivery.
    3. Where the Seller concludes the contract of carriage and / or insures the Goods in transit, the Seller shall be deemed to be acting solely as the Buyer’s agent and sections 32(2) and 32(3) of the Sales of Goods Act will not apply.
    4. If the Goods or any part thereof are damaged or lost while in the custody of the carrier, the Seller will, at its sole option either replace such Goods or such part thereof, or refund to the Buyer the cost of the same, but in no circumstance shall the liability of the Seller in connection with any such Goods or part thereof exceed the cost of replacement of the same or price paid by the Buyer for the same.
    5. The Seller shall not be liable to the damage of the Goods or loss of part of a consignment unless the delivery note is endorsed accordingly and the Buyer notifies the Seller within 48 hours of delivery.
    6. Risk of loss of or damage to the Goods shall pass to the Buyer upon delivery. The acceptance of shipment by a common carrier or by any licensed public truckman shall constitute proper delivery.
  5. PAYMENT
    1. Payment for the goods shall be made within twenty five days following the month Goods are invoiced by the Seller, without deduction or set off.
    2. The Seller shall have the right to claim and be paid interest at base rate plus 4% per annum accrued from the date the debt falls due, to the date of payment. Charges will be applied to the debt cumulatively, monthly in arrears.
    3. The Seller may at any time require the Buyer to make payment in advance of delivery.
    4. Should the Buyer fail to make payment by the due date or when required, the Seller reserves the right without prejudice to any other remedy which it may have to cancel this contract and / or any other contract between the Buyer and the Seller and / or to suspend delivery until payment shall have been made.
    5. Retro discount is only applicable upon compliance with our full Terms and Conditions
  6. RETENTION OF THE TITLE
    1. The title of the goods shall not pass to the Buyer until all sums due or owing by the Buyer to the Seller on any account whatsoever, (including the contract for the supply of the Goods), have been paid in full.
    2. So long as property in the Goods shall remain in the Seller the Goods shall be set aside from the Buyer’s general stock and shall be made with an indication that they remain the property of the Seller.
    3. If the Buyer shall commit any breach of its obligations or shall make any default in payment of any sum due to the Seller under this contract or any other contract or if any distress, execution or other legal process shall be levied against the Buyer’s property or assets, or the Buyer shall make or offer to make any arrangement or composition with its creditors, or any petition or order be presented or made against the Buyer, or if any resolution or petition to wind up the Buyer shall be presented or passed , or an Administrative Receiver be appointed of all or any of its assets, then in each case the Seller will have the right with or without prior notice at any time to retake possession of the whole or any part of the Goods (and for that purpose go onto the premises occupied by the Buyer or any subsidiary, parent or associated company of the Buyer) to the value of all sums due to the Seller, without prejudice to any other remedy of the Seller.
    4. The Seller shall be entitled to maintain an action to for price of the Goods, notwithstanding that title in the Goods may not have passed to the Buyer.
    5. The Buyer shall be entitled to sell in the ordinary course of its business any of the Goods which are the property of the Seller, on the condition that the Buyer shall hold on trust for and on demand pay or transfer to the Seller (to the extent of the monies due to the Seller) the proceeds of such sale and all claims that the Buyer may have against its purchaser as a result of the sale.
  7. GUARANTEE
    1. If the Goods prove on inspection to be defective in materials or workmanship, the Seller undertakes as its option to replace the same or refund the Buyer the price of the Goods and in no circumstances will liability exceed the cost of replacement or the price paid by the Buyer for the Goods.
    2. The liability of the Seller shall only apply to defect that appear under proper use and under conditions of operation not more onerous than those declared to the Seller and in particular, shall not apply to defects which arises from the Buyer’s neglect, misuse or from normal wear and tear.
    3. Any Goods returned to the Seller and replaced by the Seller shall be the property of the Seller.
    4. The Seller’s liability under this clause will be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the Goods, and save as provided in this clause, the Seller shall not be under any liability, whether in contract or otherwise, in respect of defects or injury.
    5. Complaints by the Buyer in respect of the Goods alleged to be defective shall be made within 5 days of delivery and shall not entitle the Buyer to withhold or set off payments due to the Seller.
    6. The original purchase order or respective invoice should accompany any complaint made to avoid delay.
    7. In the case of any stock /wholesale orders being returned to the Seller, lenses must be returned with a Shamir Returns Note
  8. NON TOLERANCE
    1. The Shamir Satisfaction Programme is availabel to practices registered with the General Optical Council. The terms of the Shamir Satisfaction Programme apply only to cases where the Shamir progressive lenses match the prescription and have been correctly glazed. Vouchers may be claimed by sending the original order, the lenses and a completed Shamir Satisfaction Programme claim form to Shamir or to your prescription house. Only one Shamir Satisfaction Programme voucher will be issued per patient.
    2. The Shamir Satisfaction Programme works on a like for like basis. However, vouchers can be redeemed for any Shamir progressive lenses of lesser value than those originally purchased. A ‘Trade Up’ using the voucher will be permitted with the Optician paying the difference between the voucher and the Shamir progressive ordered. Shamir will regularly review claims under its Shamir Satisfaction Programme and reserves the right to remove the facility from an individual practice without notice or explanation.
    3. Claims must be made within 90 days of the original order. Vouchers are valid for 120 days from the date of the claim being processed and voucher being issued. Claims under the Shamir Satisfaction Programme will only be considered for practices operating within the agreed trading terms. The Shamir Satisfaction Programme is in addition to your statutory rights.
  9. TERMINATION
    1. If the Buyer shall commit any breach of its obligation under this or any other contract, or shall make any default in payment of any sum due to the Seller under this or any other contract, or if any distress, execution or other legal process shall be levied against the Buyer’s property or assets, or the Buyer shall make or offer to make any arrangement or composition with its creditors, or any petition or order be presented or made against the Buyer, or if any resolution or petition to wind up the Buyer shall be presented or passed or if an Administrative Receiver be appointed of all or any of its assets, then in such case the Seller shall have the right forthwith to determine the contract and cancel any outstanding delivery without prejudice to any other remedy.
    2. The Buyer shall not be entitled to cancel this contract without the consent of the Seller, which if given, shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage, claims or actions arising out of such cancellation.
  10. MISCELLANEOUS
    1. Upon opening an Account with the Seller, the buyer will be bound by the Terms and Conditions.
    2. The contract between the Seller and the Buyer for the supply of Goods shall be governed and construed in accordance with the Laws of England and the Buyer agrees to submit to the jurisdiction of the Courts and Law in England in respect thereof.
    3. No forbearance or indulgence shown or granted by the Seller to the Buyer shall in any way affect or prejudice the right of the Seller against the Buyer or be regarded as a waiver of these conditions.
    4. No rights or obligations of Buyer arising out of the Contract may be assigned without the express prior written consent of Seller.

Data Protection Act 1998

  1. We may transfer information about you to our trading partners, who:
    1. may use, analyse and assess information about you including the nature of your transaction and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us;
    2. from time to time, may make searches of your record at credit reference agencies where your record with such agencies may include searches made and information given by other businesses, details of their searches will be kept by such agencies but will not be seen by other organizations that may make searches;
    3. may give information about you and your indebtedness to the following
      1. our or their insurers for claims or underwriting purposes;
      2. any guarantor or indemnifier of your or our obligations to enable them to assess such obligations;
      3. their bankers or any advisers acting on their behalf;
      4. any business to whom your indebtedness or our arrangements with our financiers
    4. may monitor and/or record any phone calls you may have with them, for training and/or security purposes;
    5. in the event that they transfer all or any of their rights and obligations under their agreement with us to a third party may transfer information about you to enable the third party to enforce their rights or comply with the obligations.
  2. We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may give information about you. You also have a right to receive a copy of certain information they hold about you if you apply to them in writing. However a fee will be payable.

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