“The Company”, “we”, “us” and/or “our” means the Jai Kudo Group Limited, a company registered in England under company number 10036974 and with its registered office at 83 Sefton Lane, Maghull, Liverpool, L31 8BU and with VAT number 564 2360 48.
1. General
1.1 The following conditions of sale (“these conditions”) apply to all
contracts for sale concluded by any means by the Jai Kudo Group
Limited. Which is hereafter referred to as “the Company”.
1.2 These conditions shall apply to the exclusion of any other terms and
conditions (other than any which have been agreed to by the Company in
accordance with section 1.3) including, without limitation, any which
the person or company buying any goods from the Company (“the
Purchaser”) may seek to impose. The placement of an order by the
Purchaser shall be deemed to be an express acceptance of these
conditions.
1.3 No alleged variation or waiver of these conditions shall be binding
unless confirmed in writing and signed by a Director of the Company.
1.4 A reference in these conditions to a provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
1.5 The headings in these conditions are for convenience only and shall not affect their reputation.
1.6 If any provision of the contract or these conditions is held by a
court or other competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of the contract or
these conditions and the remainder of the provision in question shall
not be affected.
1.7 All contracts between the Company and the Purchaser shall be
subject to English Law and the parties hereby submit to the
non-exclusive jurisdiction of English courts.
2. Offers, Contracts and Cancellation
2.1 Any order placed by the Purchaser and any quotation or offer made by
the Company is subject to contract and is not binding on or deemed to
be accepted by the Company until the Company issues its written
confirmation of the Purchaser’s order to the Purchaser or otherwise
commences production or delivery of the goods to be supplied by the
Company (“the Goods”) in accordance with such order, whereupon it shall
be deemed to comprise a contract between the Company and the Purchaser
which is subject to these conditions. In the event of a conflict between
the Purchaser’s order and the Company’s written confirmation of order,
the latter shall prevail.
2.2 The Purchaser’s rights or obligations relating to any order cannot
be assigned, sub-contracted or otherwise delegated or transferred
without the Company’s prior written consent.
2.3 No order which has been accepted by the Company may be cancelled or
varied by the Purchaser except with the Company’s written consent and on
terms that the Purchaser indemnifies the Company in full against all
loss (including, without limitation, loss of profits), costs (including,
without limitation, the cost of all labour and materials used),
damages, charges and expenses incurred by the Company as a result of
such cancellation or variation /claims.
3. Specification
3.1 The quantity, description and any specification of the Goods shall
be those set out in the Purchaser’s order which has been accepted by the
Company and the Company’s written confirmation of order, although the
Company reserves the right to make any changes to the specification
which are required to conform with any applicable legal requirements or
which do not materially affect the quality or performance of the stands
provided.
3.2 Where the Company has supplied a sample of the applicable Goods
which has been approved by the Purchaser, the contract shall be deemed
to be a contract for sale by sample and the Goods supplied by the
Company shall accord with such sample in all material respects and the
Purchaser may not impose on the Company any requirements regarding the
description or specification of the Goods which differs from such
sample.
3.3 Where the Company has supplied a merchandise stand “free of charge”
for display purposes, this is on a loan only basis and is owned by the
Company, non- return or damage will result in a charge to the full value
of the goods.
4. Payment provisions
4.1 The price payable for the Goods shall be the Company’s quoted price
and all prices quoted are valid for 30 days only or until earlier
acceptance by the Purchaser, after which time they may only be altered
by the Company.
4.2 Unless otherwise agreed by the Company in writing all prices shall
be ex works, as defined in the version of Incoterms in force at the date
when the contract is made, and all prices exclude packing, transport,
carriage and insurance costs and any export or import duties which are
charged in addition.
4.3 The Company reserves the right, by giving notice to the Purchaser at
any time before delivery, to increase the price of the Goods to reflect
any increase in the cost to the Company which is due to any factor
beyond the control of the Company (including, without limitation, any
foreign exchange fluctuation, currency regulation, alteration of duties,
increase in the costs of labour, materials or other costs of
manufacture), any change in delivery dates, quantities or specifications
of the Goods which is requested by the Purchaser, or any delay caused
by any instructions of the Purchaser or failure of the Purchaser to give
the Company adequate information or instructions.
4.4 The Company’s prices are quoted and payable in sterling, unless otherwise stated by the Company.
4.5 The Company may invoice the Purchaser in respect of any Goods at any
time on or after such Goods being made available for dispatch and
delivery to or collection by the Purchaser (whether or not such dispatch
and delivery is accepted by the Purchaser or such collection is made by
the Purchaser) or, in the case of any Goods which remain in the
Company’s possession or under the Company’s control at the end of any
storage period referred to in section 5.3, at any time on or after the
end of such period.
4.6 All invoices are payable in full, without any withholding, set off
or other deduction, within 30 days of the date of invoice or immediately
if the Company notifies the Purchaser that it has reasonable grounds to
doubt the solvency of the Purchaser, unless alternative credit terms
have been agreed in writing by the Company and signed by a Company
Director.
4.7 The payment shall be made in cleared funds received by the Company
by the due date either by cheque, credit/debit card or by BACS to such
bank account as the Company may specify.
4.8 In the event of late payment or if the Company notifies the
Purchaser that it has reason able grounds to doubt the solvency of the
Purchaser, without limiting any other right or remedy available to the
Company, the Company reserves the right to charge the Purchaser interest
(both before and after any judgment) on the amount unpaid at the rate
of 8% per annum over the base rate of HSBC Bank plc from time to time
until payment is made in full; and/or any cost incurred by the Company
will be recharged to the purchaser in respect of collection of late
debts; and/or cancel the applicable contract with the Purchaser; and/or
suspend any further deliveries to the Purchaser. (without liability to
the Company)
5. Delivery and storage
5.1 Delivery of Goods shall be made by the Purchaser collecting the
Goods at the premises specified by the Company or, if some other place
for delivery is agreed by the Company, by the Company delivering or
arranging delivery of the Goods to that place. The Purchaser is
responsible for complying with any legislation or regulations governing
the importation of Goods into the country of destination and for the
payment of any export or import duties on them.
5.2 Any dates for delivery of the Goods (including, without limitation,
any call offs referred to in section 5.3) which are either quoted by the
Company or accepted by the Company are approximate only and whilst the
Company will use reasonable efforts to adhere to such delivery dates,
these are without obligation on the Company’s part and time of delivery
is not of the essence to the contract. The Company will advise the
Purchaser of any anticipated delay but shall not accept liability or any
damages howsoever arising due to any delay and the Purchaser shall not
be entitled to reject Goods on the grounds of delay in delivery.
5.3 The Company may agree to hold, and store stocks of Goods ordered by
the Purchaser for up to 6 months from the date of the Purchaser’s order
relating to such and deliver the Goods when called off by the Purchaser
in writing during that period.
5.4 The Company reserves the right to charge and invoice the Purchaser
in arrears for its reasonable daily storage costs for so long as any
Goods remain in the Company’s possession or under the Company’s control
either beyond the period referred to in section 5.3 or after the date on
which such Goods are made available for dispatch and delivery to or
collection by the Purchaser, but otherwise the Company shall not charge
the Purchaser for storage of Goods.
6. Passing of Risk and Retention of Title
6.1 Risk of damage to or loss of Goods shall pass to the Purchaser at
the moment the Goods are made available for dispatch and delivery to or
collection by the Purchaser or, if sooner, at the commencement of any
storage of such Goods by the Company for the Purchaser.
6.2 Notwithstanding delivery and/or the passing of risk in the Goods or
any other provision of these conditions, title in and ownership of the
Goods shall not pass to the Purchaser until the Company has received in
cash or cleared funds payment in full of the price of the Goods and all
other goods agreed to be supplied by the Company to the Purchaser for
which payment is then due.
6.3 Until such time as title in and ownership of the Goods passes to the
Purchaser, the Purchaser shall hold the Goods as the Company’s
fiduciary agent and bailee and shall keep the Goods separate from those
of the Purchaser and third parties and properly stored, protected,
insured and identified as the Company’s property, but the Purchaser
shall be entitled to re-sell or use the Goods in the ordinary course of
its business.
6.4 Until such time as title in and ownership of the Goods passes to the
Purchaser (and provided the Goods are still in existence and have not
been resold) the Company shall be entitled at any time to require the
Purchaser to deliver up the Goods to the Company and, if the Purchaser
fails to do so forthwith, to enter upon any premises of the Purchaser or
any third party where the Goods are stored and repossess the Goods.
6.5 The Purchaser shall not be entitled to pledge or in any way charge
by way of security for any indebtedness any of the Goods which remain
the property of the Company, but if the Purchaser does so all moneys
owing by the Purchaser to the Company shall (without limiting any other
right or remedy of the Company) forthwith become due and payable.
7. Jai Kudo Stock Lenses Warranties and Liability
7.1 Subject to the following provisions, the Company warrants that the
Goods will correspond in all material respects with their specification
and will be free from material defects in materials and workmanship at
the time of delivery.
7.2 The above warranty is given by the Company subject to the following conditions:
7.2.1 The Company shall be under no liability in respect of any defect
in the Goods arising from any specification supplied by the Purchaser;
7.2.2 The Company shall be under no liability in respect of any defect
arising from fair wear and tear, wilful damage, negligence, abnormal
working conditions, failure to follow the Company’s instructions, misuse
or alteration or repair of the Goods without the Company’s written
consent;
7.2.3 The Company shall be under no liability if the total price for the
Goods has not been paid by the due date for payment; and
7.2.4 The above warranty does not extend to parts, materials or
equipment not manufactured by the Company, in respect of which the
Purchaser shall only be entitled to the benefit of any such warranty or
guarantee as is given by the manufacturer to the Company.
7.2.5 The company has the absolute discretion to issue a credit, this is
conditional on the lens packets being returned unopened with the seal
intact and accompanied with the relevant delivery note (s) which must
not be more than 30 days old
7.2.6 The Company will charge a restocking fee of 50 pence per stock
lens in respect of quality control, handling & administration costs
for all returned goods.
7.2.7 Returned goods must be sent recorded delivery and are sent at
sender’s risk. Credits are only given for products received subject to
these terms and conditions
7.3 Subject as expressly provided in these conditions and except where
the Goods are sold to a person dealing as a consumer (within the meaning
of the Unfair Contract Terms Act 1977) all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest
extent permitted by law. The statutory rights of the Purchaser are not
affected by these conditions.
7.4 Any claim by the Purchaser for any defect or failure which
constitutes a breach of the warranty in section 7.1 shall be notified
to the Company in writing within 7 days from the date of delivery or (in
the case of defects or failures that are not apparent on reasonable
inspection) within 7 days after discovery of the defect or failure. If
delivery is not refused, and the Purchaser does not notify the Company
accordingly, the Purchaser shall not be entitled to reject the Goods and
the Company shall have no liability for such defect or failure and the
Purchaser shall be bound to pay the price as if the Goods had been
delivered in accordance with the applicable contract.
7.5 Where any valid claim in respect of any Goods by the Purchaser for
any defect or failure which constitutes a breach of the warranty in
section 7.1 is notified to the Company in accordance with these
conditions, the Company shall be entitled to replace the Goods (or the
part in question) free of charge or, at the Company’s sole discretion,
refund to the Purchaser the price of the Goods (or a proportionate part
of the price), but the Company has no further obligation or liability to
the Purchaser.
7.6 Except in respect of death or personal injury caused by the
Company’s negligence, or liability for defective products under the
Consumer Protection Act 1987, the Company shall not be liable to the
Purchaser by reason of any representation (unless fraudulent), or any
implied warranty, condition or other term, or any duty at common law, or
under the express terms of the contract, for loss of profit or for any
indirect, special or consequential loss or damage, costs, expenses or
other claims for compensation whatsoever which arise out of or in
connection with the supply of the Goods (including, without limitation,
any delay in supplying or failure to supply the Goods in accordance
with the applicable contract or at all) or their use or resale by the
Purchaser, and the entire liability under or connection with any
contract shall not exceed the price paid by the Purchaser to the Company
for the applicable Goods which are the subject of such contract, except
as expressly provided in these conditions.
8. Jai Kudo Progressive Lens Warranty
8.1 The progressive lens warranty guarantee applies to Confidence,
Zenix, Easy, Entry and Protek lens brands (JK Progressive lens range).
No other lens brands requested and supplied as a special order are
covered by a warranty policy.
8.2 If a patient cannot tolerate their JK Progressive lenses listed
above you have 60 days from the dispatch date from the sending Jai Kudo
Optical laboratory to return the product as a non tolerance.
8.3 The original delivery note indicating the reason for non tolerance
written on the delivery note must be returned with the non tolerance
lenses to obtain a full credit. No credit will be supplied until the
original lenses are returned.
8.4 Jai Kudo withholds the right to issue a credit if the returned
product has been altered in anyway from the original order that is
considered a contributor to the non compliance the patient is
experiencing, or is beyond the date of the warranty period. Only lenses
are eligible for a credit not frames unless ordered as a complete frame
and lens glazed package.
9. Jai Kudo Anti Reflection Coating Warranty
9.1 The Anti Reflection coating guarantee applies to Infinity XT,
Hydro+, Honeycomb and Blue Shield brands (JK Anti Reflection Lens
Range). No other Anti Reflection coated brands requested and supplied as
a special order are covered by a warranty policy.
9.2 The warranty covers manufacturing defects, peeling or clouding for a
period of 1 year from the date of dispatching from the Jai Kudo Optical
Laboratory. Lens scratches are not covered by any warranty unless
returned as a lab manufacturing defect within 7 days from when the order
was received by the sending practice.
9.3 Surfaced or stock lenses cut at the practice are not eligible for
return that have been scratched, broken or slipped off axis during the
edging process.
9.4 The original delivery note indicating the reason for return on the
delivery note must be returned with the lenses for a lens replacement
review to take place.
9.5 The return constitutes the order will be a replacement once the order review is completed and agreed.
9.6 No credit will be given for any lenses returned under this guarantee. There are no cash alternatives available.
10. Force Majeure
The Company shall not be liable to the Purchaser or be deemed to be in
breach of contract by reason of delay in performing, or any failure to
perform, any of the Company’s obligations, if the delay or failure was
due to any cause beyond the Company’s reasonable control.
Without prejudice to the generality of the foregoing, the following should be regarded as causes beyond the Company’s reasonable control: act of God, explosion, flood, storm, fire, accident; war or threat of war, sabotage, insurrection, civil disturbance, or requisition; acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; or power failure or break down in machinery.
Updated: 28th August 2018