Terms and Conditions

1. DEFINITIONS

In these conditions, the following words have the following meanings:
The "Company" shall mean Optikos.
The "Goods" shall mean all or any of the products which are the subject of a contract between the Company and the Buyer.
The "Buyer" shall mean the person who buys or who agrees to buy the Goods.
GENERAL
Unless otherwise agreed in writing by the Company, these conditions only shall apply to and govern all contracts for sale and supply of Goods. Any other conditions issued by the Buyer, whether before or after it has notice of these conditions, shall be disregarded.

2. FORMATION OF CONTRACT
2.1 Any order sent to the Company by the buyer shall be accepted entirely at the discretion of the Company, and, if so accepted, will only be accepted upon these conditions hereinafter referred to as the (Conditions)
2.2 Each order which is so accepted shall constitute an individual legally binding contract between the Company and the Buyer and such contract hereafter referred to in these conditions as an 'Order'.
2.3 A quotation is open for a period of 30 days only from the date thereof, provided that the Company has not previously withdrawn it. Any order issued by the Buyer is subject to acceptance by the Company and the Contract will only be formed when the Company has accepted the Buyer's offer in writing (an email message is deemed to suffice). Any offer to purchase made by the Buyer orally will not be accepted by the Company and must be confirmed in writing (an email message is deemed to suffice).
2.4 These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other document or correspondence from the Buyer, and no addition alteration or substitution of these terms will bind the Company or form part of any Order unless they are expressly accepted in writing by a person authorized to sign on the Company's behalf.

3. PRICES
3.1 All prices quoted are those ruling at the time of quotation, or as the case may be at the time of publication of the Companies price list.
3.2 Unless otherwise clearly stated by the Company, prices quoted are ex-works exclusive of delivery charges and VAT and all such items will be charged extra.

4. DELIVERY AND RISK
4.1 Unless otherwise stated in the Order, the price quoted excludes delivery to the address specified in the Order.
4.2 Any time or date for delivery given by the Company is given in good faith, but is an estimate only.
4.3 The Company shall not be liable for any loss whatsoever or howsoever arising, caused by its late delivery or by its failure to make the Goods ready for collection on the due date, time in this respect not being of the essence.
4.4 Risk in the goods shall pass to the Purchaser upon delivery.
4.5 Where the goods are shipped using the purchasers’ shipping agent risk in the goods will pass immediately to the purchaser on collection of the goods by the purchasers’ shipping agent.

5. TITLE AND PAYMENT
5.1 The Company warrants that (except in relation to intellectual property rights of third parties as referred to in Conditions 5.3) the Company has good title to the goods (and that pursuant to S.12 (3) of the Sale of Goods Act 1979, or S.2 (3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order) it will transfer such title as it may have in the Goods to the Buyer pursuant to Conditions 5.5.
5.2 The Company warrants that it is not aware of any actual or alleged infringements of any intellectual property rights of third parties which relate to the goods other than those (if any) the Company has disclosed to the Buyer prior to acceptance of the Order.
5.3 The Company shall have no liability to the Purchaser in the event that the goods to be supplied under the Order infringe any intellectual property rights of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods): the Company gives no warranty that the goods to be supplied under the order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringements or alleged infringements (if any), whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
5.4 No Goods are supplied on credit terms unless previously agreed in writing by the Company and such credit terms, once granted may be withdrawn by the Company at any time.
5.4.1 Where credit terms apply, all accounts must be settled in full within 30 days of the date of the invoice unless special terms have been agreed to in writing by the Company.
5.4.2 The Company reserves the right to charge interest at the rate of 5% per annum over the BANK OF ENGLAND’S BASE RATE FROM TIME TO TIME in force, on all overdue accounts. Except where credit terms apply, orders are accepted only as to cash with order or, if agreed, cash on delivery.
5.4.3 All cheques and postal orders are to be made out to Studio Systems Electronics Limited and are crossed. All payments must be made without any set-off, deduction or counterclaim.
5.5 Title to the Goods comprised in each consignment shall not pass to the Buyer until the Buyer has paid their price to the Company but, even though title has not passed, the Company shall be entitled to sue for their price once its payment has become due.
5.6 The Company reserves the right to withhold delivery of any Goods, against any contract with the Buyer, or cancel any contract, if moneys owing to the Company in respect of other Goods or contracts have not been paid by the Buyer on the due date and the Company shall incur no liability in respect of such withholding of delivery or cancellation.
5.6.1 The Company further reserves the right to repossess any Goods in respect of which payment is overdue and the buyer shall co-operate in the event of the Company notifying it of its intentions to repossess.

6. NON DELIVERY AND DAMAGE IN TRANSIT
The Buyer shall be under a duty, where possible, to examine the Goods on delivery or on collection, as the case may be. Where the Goods cannot be examined, the carrier's note or such other note as appropriate should be marked "not examined". It is a condition precedent of any liability on the Company's part that any shortage in the Goods or any damage in transit be notified to the Company and the carriers within 24 hours in writing of the occurrence and also, if and so far as practicable, of its nature and extent.

7. RETURNS
Where the Company supplies Goods that were not ordered, the Company will refund all reasonable costs incurred by the Buyer in returning the Goods and will replace with the Goods which were ordered. In all other cases, returned Goods shall only be accepted by the Company by prior agreement and then only if returned carriage is pre-paid by the Buyer and returned in the original packing.

8. DEFECTS AND LIABILITY
Except where the Company enters into a separate maintenance contract in respect of the Goods (and where the exception applies the provisions of the maintenance contract shall prevail) the Company shall, as soon as is reasonably able to do so, replace or, at its option, repair any Goods in which defects appear under normal use within 90 days of delivery or collection and where such defects are solely attributable to the Company's faulty design materials or workmanship. Save as aforesaid, or where damage to or defects in the Goods are caused by the Company's negligent handling or storage of the Goods, the Company excludes all liability of whatsoever nature and howsoever arising for loss or damage (save in the case of death or personal injury caused by the Company's proven negligence) including consequential loss, arising out of defects in the Goods. The Company shall pass to the Buyer the benefit of its warranty for Goods of its own manufacture and any guarantee it has from the manufacturer of the Goods that it has supplied (see Condition 11.).

9. CATALOGUE DESCRIPTIONS
Whilst the Company takes every precaution in the preparation of its catalogues, websites, technical instructions, price lists and its other literature, these documents are for the buyer’s general guidance only and the particulars contained therein shall not constitute representations by the company and the Company shall not be bound thereby.

10. WARRANTIES
Without prejudice to condition 9 hereof, save in a consumer sale and that the Company warrants that it has the unencumbered right to sell the Goods, no other warranties or conditions, express or implied, in relation to the Goods shall be deemed to be incorporated in any contract. In particular, the Buyer must use its own skill and judgement to satisfy itself that the Goods are of merchantable quality and are fit for the purpose(s) for which the buyer intends to use them.

11. GUARANTEE
11.1 For goods which are manufactured by the Company the Company grants the following guarantee:
11.1.1. The Company shall free of charge either repair or, at its option, replace defective goods where the defects appear under proper use within (24 months) [unless another period has been granted in writing by the Company], from the date of delivery, PROVIDED THAT:
11.1.1.1. Notice in writing of the defects shall be given to the Company upon their appearance, and
11.1.1.2. Such defects shall be found (to the Company's [reasonable] satisfaction) to have arisen [solely] from the Company's faulty design, workmanship or materials, and
11.1.1.3. The defective Goods shall be returned to the Company's factory at the Buyer's expense.
11.1.2 Any repaired or replaced Goods shall be redelivered by the Company free of charge to the original point of delivery but otherwise in accordance with and subject to these conditions of sale (save the period of [24 months] referred to in Condition 11.1.1 shall be replaced by the unexpired portion of that period only).
11.1.3. Alternative to Condition 11.1.1, the Company shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall have been paid by the Buyer to the Company, or, if such price has not been so paid, to relieve the Buyer of all obligations to pay the same by the issue of a credit note in the favour of the Buyer in the amount of such price.
11.2 In the event of all Goods manufactured and supplied to the Company by third parties the Company will pass on to the Buyer (in so far as possible) the benefit of any warranty given to the Company by such third parties and will (on request) supply to the Buyer details of terms and conditions of such warranties and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Buyer shall be solely responsible to the entire execution of the Company for complying with all of these.
11.3 The Company's liability under this Condition shall be to the exclusion of all other liability to the Buyer whether contractual, tortuous or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common-law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Company grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.

12. FORCE MAJEURE
12.1 The Company shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Company to the Buyer of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations.
12.2 For the purposes of this Condition, 'Force Majeure' means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.

13. ORDER CANCELLATIONS
Cancellations or part cancellations of an order can only be accepted after prior negotiation and agreement to terms which will indemnify the Company against any expenses incurred. In the event of part cancellation the Company reserves the right to invoice for any difference in selling price applicable to the quantity dispatched up to the time of cancellation. The Company reserves the right to make a handling and restocking charge of 25% on standard Goods or 40% on OEM or branded Goods, which are returned if they were ordered in error or are no longer required. If the goods are faulty then the restocking charge will not apply.

14. PACKAGING
The Company uses packaging methods and materials that it considers suitable for delivery within the UK Mainland. The Company does not charge the Buyer for the packaging of the Goods for delivery unless special delivery instructions or methods demanded by the Buyer will in the opinion of the Company require special packaging. In such circumstances the Company will not ship the Goods until an order for the additional cost of the packaging is received.

15. COPYRIGHTS AND PATENTS
Goods offered for sale by the Company may be Patented, Trade Marked, Copyright, contain typography right or other right or Registered Design. It is the responsibility of the Buyer to determine any restrictions and conform. Reproduction of Goods supplied by the Company is prohibited.

16. CONFIDENTIALITY
Both the Company and the Buyer shall each keep confidential and shall not without prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and the Order.

17. EXPORT
In the event of the Company's Goods being exported by the Buyer it is the Buyers responsibility and at the Buyers expense to obtain any license and for complying with any export regulations in force within the UK and the country for which the goods are destined.

18. GOVERNING LAW

This contract shall be governed by English Law and the parties hereto agree to submit to the jurisdiction of the English Courts.