Nothing in these terms and conditions shall affect the Customer's statutory rights

 

1.                       Definitions and Interpretation

1.1                    In this agreement unless the context requires otherwise:

Agreement	means this Agreement between Mr Frame.com and the Customer for the sale and purchase of the Products;
Customer	means the person(s), firm or company who purchases the Products from Mr Frame.com as set out overleaf;
Price	means the price of the Product set out overleaf;
Products	means the eyewear products of the type and specification identified by the number on the Product as displayed in Mr Frame sales material or otherwise communicated to the Customer at the time an order is placed.

 

2.                       application of terms

2.1                    This Agreement will be governed by these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply orally or under any purchase order, confirmation of order, specification or other document) even if referred to in this Agreement.

2.2                    These terms and conditions apply to all sales of the Product by Mr Frame.com and any variation to these terms and conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by Mr Frame.com authorised representative.

2.3                    Each order for Products by the Customer from Mr Frame.com shall be deemed to be an offer by the Customer to purchase Products subject to these terms and conditions. Mr Frame.com may at its sole discretion and for any reason whatsoever decline to accept any order made by the Customer. Mr Frame.com shall confirm acceptance of the Customer's offer by providing the Customer with an order confirmation.

3.                       DESCRIPTION

3.1                    The description of the Products shall be by reference to the manufacturer's product number and all drawings, descriptive matter, specifications and advertising issued by Mr Frame.com and any descriptions or illustrations contained in Mr Frame.com catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They will not form part of this Agreement. 

3.2                    The Customer shall provide Mr Frame.com with details of the relevant prescription that is to be applied to the goods ("Prescription").  All Prescriptions provided to Mr Frame.com must have been given to the Customer by a registered medical practitioner or registered ophthalmic optician following a testing of sight by him or her within 2 years of the date of this Agreement.

3.3                    Mr Frame.com will rely upon the Prescription provided by the Customer and the Products will contain lenses matching the Prescription submitted.

3.4                    Unless the Customer states otherwise, Mr Frame.com will use an appropriate average pupillary distance ('PD') to complete your order. The PD measurement will be provided by a qualified dispensing optician. By agreeing to these terms and conditions the Customer agrees to let Mr Frame.com use an average PD of 63mm for bifocal and single vision distance lenses, or a PD of 60mm for single vision reading lenses. Mr Frame.com recommend that the Customer consults an optician to obtain a PD before ordering, and provide that PD when ordering.

3.5                    The Customer confirms, by entering into this Agreement, that the Customer is:

3.5.1              over 18 years of age and is not registered blind or partially sighted; and

3.5.2              is not contracting for or on behalf of a minor and/or a person who is registered blind or partially sighted.

4.                       DELIVERY

4.1                    .Any dates specified by Mr Frame.com for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.2                    If for any reason the Customer will not accept delivery of any of the Products when they are ready for delivery, or Mr Frame.com is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

4.2.1              risk in the Products will pass to the Customer (including for loss or damage caused by Mr Frames.com negligence);

5.                       inspection

5.1                    Upon delivery of the Products the Customer will carefully inspect them. If any of the Products are damaged or lost, the Customer shall inform Mr Frame.com and will not use the Products.

5.2                    Each of the Products will contain written confirmation of the Prescription of the Products.

6.                       NON-DELIVERY

6.1                    The quantity of any consignment of Products as recorded by Mr Frame.com upon despatch from Mr Frame.com place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

6.2                    Mr Frame.com shall not be liable for any non-delivery of Products (even if caused by Mr Frame.com negligence) unless written notice is given to Mr Frame.com within two days of the date when the Products would in the ordinary course of events have been received.

6.3                    Any liability of Mr Frame.com for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Products.

7.                       RISK/TITLE

7.1                    The Products are at the risk of the Customer from the time of delivery.

7.2                    Ownership of the Products shall not pass to the Customer until Mr Frame.com has received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1              the Products; and

7.2.2              all other sums which are or which become due to Mr Frame.com from the Customer on any account.

7.3                    Until ownership of the Products has passed to the Customer, the Customer must:

7.3.1              hold the Products on a fiduciary basis as Mr Frame.com bailee;

7.3.2              store the Products (at no cost to Mr Frame.com) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Mr Frame.com property;

7.3.3              not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;

7.3.4              maintain the Products in satisfactory condition insured on Mr Frame.com behalf for their full price against all risks to the reasonable satisfaction of Mr Frame.com. On request the Customer shall produce the policy of insurance to Mr Frame.com; and

7.3.5              hold the proceeds of the insurance referred to in condition 7.3.4 on trust for Mr Frame.com and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.4                    The Customer may resell the Products before ownership has passed to it solely on the following conditions:

7.4.1              any sale shall be effected in the ordinary course of the Customer's business at full market value; and

7.4.2              any such sale shall be a sale of Mr Frame.com property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

7.5                    The Customer's right to possession of the Products shall terminate immediately if:

7.5.1              the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the grant­ing of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

7.5.2              the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Agreement or any other contract between Mr Frame.com and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

7.5.3              the Customer encumbers or in any way charges any of the Products.

7.6                    Mr Frame.com shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Mr Frame.com.

8.                       PRICE

8.1                    The Price shall be inclusive of value added tax.

9.                       PAYMENT

9.1                    The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off.

10.                    Where Mr Frame.com cannot supply the Products ordered by the Customer it may, subject to the Customer’s consent, supply Products of a similar quality to the Customer.

11.                    right to terminate

11.1                If this Agreement has been made by telephone or correspondence (including e-mail) without any face to face contact having occurred between the Customer and Mr Frame.com, the Customer will have a 7 day period from the date when the order is placed in which to cancel this Agreement in accordance with the Distance Selling Regulations 2000. This right does not apply at any time after Mr Frame.com has started to customise any materials (including manufacturing any Products) in accordance with the Customer's requirements.

12.                    LIMITATION OF LIABILITY

12.1                The following provisions set out the entire financial liability of Mr Frame.com (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

12.1.1          any breach of these terms and conditions; and

12.1.2          any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

12.2                All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Products Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.

12.3                Mr Frame.com shall not be liable for any loss or damage howsoever caused for supplying Products manufactured in accordance with a Prescription provided by the Customer and that Prescription subsequently turns out to be incorrect.

12.4                Mr Frame.com acknowledge that where Products are supplied otherwise than in accordance with the Prescription Mr Frame.com shall either:

12.4.1          credit the Customer for the Price of the Products and any reasonable postage costs incurred by the Customer in returning the Products to Mr Frame.com or

12.4.2          reimburse the Customer for the reasonable costs incurred in returning the Products to Mr Frame.com, replacing the Products with the correct Prescription and re-delivering the Products to the Customer.

12.5                Nothing in these terms and conditions excludes or limits the liability of Mr Frame.com for death or personal injury caused by Mr Frame.com negligence or fraudulent misrepresenta­tion.

The Customer's attention is in particular drawn to the provisions of condition 12.6

12.6                Subject to conditions 12.2 to 12.5:

12.6.1          Mr Frame.com’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Price paid for the Products; and

12.6.2          Mr Frame.com shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of good­will or otherwise), costs, expenses or other claims for consequential compen­sation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

13.                    other GENERAL provisions

13.1                Force majeure

Mr Frame.com reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control.

13.2                Entire agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations between the parties relating to it.

13.3                Assignment

The Customer shall not be entitled to assign this Agreement or any part of it without Mr Frame.com prior written consent. Mr Frame.com may assign this Agreement or any part of it to any person, firm or company.

13.4                Waiver

The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

13.5                Severability

If any part of this Agreement becomes invalid, illegal or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement.  Failure to agree on such a provision within six months of commencement of those negotiations shall result in automatic termination of this Agreement.  The obligations of the parties under any invalid, illegal or unenforceable provision of the Agreement shall be suspended during such a negotiation.

13.6                Notices

All communication between the parties in relation to this Agreement must be in writing and delivered by hand, sent by prepaid first class post, sent by fax or email, to the addresses set out overleaf.

13.7                Right of third parties

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13.8                Personal data

Mr Frame.com will ensure that its employees, agents and sub-contractors shall, at all times, comply with the provisions of the Data Protection Act 1998 in relation to data received from the Customer in relation to this Agreement and shall only process personal data received from the Customer where necessary to fulfil Mr Frame.com obligations under this Agreement.

13.9                Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.