Kelsey Acoustic is a trading division of Optikinetics Ltd. These terms and conditions regulate the business relationship between Optikinetics Ltd and the customer.
By accessing our website and subsequently buying from Optikinetics, the customer agrees to be bound by these terms and conditions.
‘Opti’ is the trading style of Optikinetics Limited of 38 Cromwell Road, Luton, LU3 1DN, England
‘The Contract’ any contract for the supply of Goods and Services by Opti to the Customer
‘The Customer’ any customer of Opti to whom the Goods and/or Services are supplied by Opti under the Contract
‘Goods’ any goods to be supplied by Opti to the Customer under the Contract
‘Price’ all charges expenses and other sums due to be paid by the Customer under the Contract
‘Services’ any services to be supplied by Opti to the Customer under the Contract
‘Order Confirmation’ any offer by Opti for the provision of Goods and/or Services to the Customer
‘Terms’ the terms and conditions set out in this document and any additional terms and conditions agreed in writing by Opti and the Customer
2.1 These Terms exclude all other terms and conditions including any implied by a course of dealing between Opti and the Customer. Any variation of these Terms is only valid if agreed in writing by a Director of Opti.
2.2 The Customer is deemed to have accepted the Terms when it accepts Opti’s Order Confirmation.
2.3 For the avoidance of doubt, these Terms are to be read in conjunction with the provisions of the Unfair Contract Terms Act 1977, the Sale and Supply of Goods Act 1994 and the Unfair Terms in Consumer Contracts Regulations 1994 or any statutory modification thereof. Nothing in these Terms shall affect the statutory rights of a consumer.
3. Order Confirmations
3.1 Order Confirmations are valid only for 30 days from the date of issue unless agreed in writing by Opti. Any items not specified on the Order Confirmation but requested by the Customer at any time will be charged in addition.
3.2 Value Added Tax and any other taxes government charges or customs duties are not included in the Price and will be charged separately.
3.3 Carriage charges are not included in the Price and will be charged separately.
3.4 The Price shall be paid to Opti no later than 30 days after the date of Opti’s invoice. Time shall be of the essence for payment. If the Customer does not pay within such period then Opti may make a surcharge for allowing credit to the Customer between the invoice date and the date of actual payment by the Customer at the rate of 8% above the Bank of England base rate as set from time to time on the amount outstanding after as well as before judgement.
4.1 Unless otherwise agreed in writing time it is not of the essence of the Contract but Opti undertakes to use its reasonable endeavours to supply the Goods and/or Services in a reasonable time. Any time or date for delivery made by Opti is an estimate only and Opti shall not be liable for the consequences of any delay unless otherwise agreed in writing.
4.2 Opti reserves the right to make delivery by instalments. In such event each delivery shall constitute a separate Contract.
4.3 In respect of any variation in colour of Goods supplied from the colour specified on the order confirmation, the Customer must return the Goods to Opti within 14 days of the date of delivery. If there is a variation in colour then Opti’s only liability shall be to re-supply the Goods to the Customer and pay for the reasonable extra transportation costs involved in returning and re-supplying the Goods. If the Goods returned comply with the colour specified in the order confirmation then the cost of transportation to Opti and the return of the goods to the Customer shall be for the Customer’s account.
4.4 In the event that the Customer wishes to return the Goods as a result of any error by the Customer in the order for the Goods, then the Customer is responsible for returning the Goods at his own cost to Opti, and such return of Goods may be subject to an administration Charge.
If Opti supplies Services under the Contract at a place other than its own premises then the Customer shall be responsible for ensuring that the site where the Services are to be provided is prepared for the provision of the Services to the satisfaction of Opti, (in the case of retail outlets this would include clearing the site of the Customer’s goods) and the Customer will indemnify Opti against any loss, damage or delay arising as a result of poor site conditions.
6. Risk and Property
6.1 The risk in the Goods shall pass to the Customer upon delivery but the full legal and equitable ownership in all Goods supplied by Opti whether under the Contract or any other contract shall remain in Opti until payment in full has been made. Until Opti is paid in full for the Goods the relationship of the Customer to Opti shall be fiduciary in respect of the Goods and the Customer shall clearly identify the Goods as being the property of Opti.
6.2 Opti shall be entitled forthwith to recover and re-sell any such Goods to which Opti has title and to enter upon the premises of the Customer with such transport as may be necessary for that purpose if the Customer commits any default. The expression “default” shall include (but not be limited to) failure to pay Opti on the due date, the appointment of a receiver of the Customer’s business, or the presentation of a petition to wind up the Customer. If the Customer makes default in any payment then Opti shall have a lien for any amount outstanding to Opti on any goods the property of the Customer which may remain in the possession of Opti or its agents.
7.1 Unless otherwise agreed in writing and signed by a director of Opti, Opti shall not be liable for any recommendations, advice, opinion or statement given or made by Opti, its servants or representatives.
7.2 Opti will not in any circumstances be liable for any losses or damage direct or indirect or consequential sustained by the Customer which may in any degree be attributable to the adoption by the customer or any third party or technical information, data or advice given by or on behalf of the Customer in relation to the use of the Goods. For the avoidance of doubt, this sub-section is totally ineffective in respect of negligence resulting in death or personal injury.
7.3 For the avoidance of doubt Opti hereby absolves itself from any liability in respect of any damage caused by unauthorised alterations to the Goods after delivery.
8. Exclusion and Limitation of Liability
8.1 Where Opti supplies Goods under the Contract save insofar as defects in those Goods cause death or personal injury Opti’s liability shall be limited as set out in clause 8.2, 8.3 and 8.5 below.
8.2 Where Opti supplies Goods under the Contract and those Goods cause loss or damage to the Customer’s property Opti‘s liability shall not exceed the lower of the value of the property lost or damaged (or its repair cost, whichever is the lower) and £100,000.
8.3 Where Opti supplies Goods under the Contract and such Goods subsequently suffer loss or damage or deterioration caused by the negligence of Opti or its employees or agents acting under its control then Opti’s liability shall be limited to replacing those Goods lost or damaged.
8.4 Where Opti supplies Services under the Contract save insofar as the provision of those Services causes death or personal injury caused by the negligence of Opti or its employees or agents acting under its control then Opti’s liability shall not exceed the lower of the value of the property lost or damaged (or its repair cost, whichever is the lower) and £1,000,000.
8.5 In no circumstances shall Opti be liable for any consequential or indirect loss or damage of the Customer arising from any liability of Opti.
9. Force Majeure
9.1 Neither Opti nor the Customer shall be liable for any failure to perform any part of the Contract if performance has been delayed hindered or prevented by any circumstances whatsoever which are not within the control of the party which is hindered delayed or prevented and are not preventable by reasonable diligence on its part.
9.2 Without limiting Clause 9.1 above neither Opti nor the Customer shall be liable for any failure to comply due to any order or request of any National, Provincial, Regional or Local Authorities or for any delays caused by strikes, lockouts, Act of God or any other event beyond it control. If Opti is at any time delayed hindered or prevented from delivering in whole or in part of the Goods and/or Services, then Opti shall be at liberty to withhold, suspend or reduce delivery to such extent as is reasonable in all the circumstances. The Customer will then be liable for a rateable proportion of the Price. In no circumstances shall the Customer be entitled to rescind the Contract on the ground of the failure by Opti where the provisions of this Clause 9 apply.
If the Customer commits a breach of these Terms or being a company a resolution or petition for its winding up is passed or presented or a receiver appointed or an administrator is appointed (or if an individual commits any act of bankruptcy or enters into a composition with his/her creditors or suffers any execution to be levied on his/her goods) or is the subject to any action which in the reasonable opinion of Opti is prejudicial to the interests of Opti, Opti shall be entitled in its absolute discretion to terminate the Contract or suspend its performance and all sums due to Opti from the customer shall become payable forthwith.