Partner terms and conditions

1.1 These terms govern the supply of STEINER Vision lenses, add-ons, materials and programme services by Specsfactory Ltd ("we", "us") to an optician business admitted to the STEINER Vision partner programme ("the Partner"). They apply to every order placed by the Partner unless we have agreed otherwise in writing.

1.2 A contract is formed when we accept the Partner's order, either by written confirmation or by supplying the goods. The Partner contracts as a business; the consumer provisions of the Consumer Rights Act 2015 do not apply to this relationship.

1.3 Because lenses are manufactured to the individual parameters supplied by the Partner and cannot be reused, orders cannot be cancelled once production has begun, except as set out in clause 6.

1.4 Personal data exchanged under this contract is handled as described in our privacy policy. Where the Partner passes end-customer data to us to fulfil an order, each party acts as an independent controller for its own processing and will comply with the UK GDPR and DPA 2018.

2.1 The Partner will present the STEINER Vision range in accordance with the programme guidelines, keep the agreed demonstration and display materials in good order, and ensure that all dispensing is carried out by suitably qualified staff registered with the General Optical Council where the law requires it.

2.2 Where we grant exclusivity for a postcode district (the outward code, for example "SW12"), we will not admit another partner for that district while the exclusivity is in force. Exclusivity is granted per trading location, is not transferable, and may be withdrawn on written notice if the Partner ceases to trade, breaches these terms, or has no qualifying activity in the district for six consecutive months.

2.3 The Partner will pass on enquiries and appointments generated by the programme promptly and will keep the appointment data accurate.

3.1 Prices are those in the partner price list current at the date of order and are stated exclusive of VAT unless marked otherwise. VAT is charged at the applicable rate.

3.2 We may change the price list on 30 days' written notice. Changes do not affect orders we have already confirmed.

3.3 Prices are quoted subject to obvious error. Where an item has been misquoted, we will contact the Partner before dispatch and may either supply at the corrected price with the Partner's agreement or decline the order.

3.4 Invoices are payable within 14 days of the invoice date unless a different term is agreed in writing. We may charge interest and recovery costs on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend supply or refer the debt to a collection agency after a written reminder has expired.

3.5 The Partner may not withhold payment or set off any amount except a sum we have accepted in writing or that has been awarded by a court.

4.1 Delivery dates are estimates and are not of the essence. Production and transport delays cannot be entirely ruled out.

4.2 Where an order covers several items, we may deliver in instalments if a partial delivery is usable and reasonable for the Partner.

4.3 Risk in the goods passes to the Partner on delivery to the Partner's premises; title passes under clause 7.

5.1 The Partner will inspect goods on delivery and notify us of any shortage or obvious defect within 10 working days, and of any other defect promptly after discovery.

5.2 Where goods are defective, we will at our option repair, replace or credit them. Lens parameters are transmitted digitally to production, so errors in transcription are effectively excluded; we are not responsible for defects arising from incorrect parameters, measurements or fitting supplied by the Partner.

5.3 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited.

5.4 Subject to clause 5.3, neither party is liable for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss, and our total liability arising out of any contract under these terms is limited to the sums paid by the Partner under that contract in the 12 months before the claim arose.

6.1 STEINER Vision offers the end customer a 30-day money-back guarantee on STEINER varifocal lenses, and a 60-day exchange for another STEINER Vision product, in each case from the invoice date and claimed through the supplying Partner.

6.2 Where a guarantee claim is validly made, we will credit the Partner for the lens price. Frames, fitting and optional add-ons are not covered. Any price difference on an exchange is payable by the end customer.

6.3 The lenses must be returned in their delivered condition, allowing for normal wear during the trial period, together with the invoice reference.

6.4 The guarantee is additional to, and does not affect, the end customer's statutory rights against the Partner as their seller.

7.1 Goods remain our property until we have received payment in full of all sums owed by the Partner under the relevant contract, including ancillary sums such as interest and recovery costs, even if the goods have already been handed over or dispensed.

7.2 If the Partner resells goods before payment in full, the Partner assigns to us the resulting claims against its customers up to the amount outstanding, and will give us the information needed to enforce them on request.

8.1 Where the programme includes group spectacles insurance for end customers, the cover is provided by the insurer under a group policy and the premium is included in the quoted price. Specsfactory Ltd acts as introducer only and is not authorised to advise on the policy.

8.2 The Partner will make the policy summary available to the end customer before purchase and will pass claims and notifications on to us without delay. Complaints about the insurance may be referred to us at partner@steiner-vision-b2b.co.uk and, if unresolved, may be eligible for referral to the Financial Ombudsman Service.

9.1 All rights in the STEINER Vision brand, marks, product names, imagery, copy and software remain with us or our licensors. STEINER® is a registered trade mark of STEINER-Optik GmbH, Bayreuth, used under licence.

9.2 For the term of the partnership we grant the Partner a non-exclusive, non-transferable, revocable licence to use the supplied brand assets solely to promote the STEINER Vision range at the Partner's approved locations and channels, in line with the brand guidelines. The Partner will not register or attempt to register any confusingly similar mark or domain.

10.1 Either party may end the partnership on 30 days' written notice.

10.2 We may suspend supply or terminate immediately on written notice if the Partner commits a material breach that is not remedied within 14 days of notice, if payments are persistently late, or if the Partner becomes insolvent.

10.3 On termination the brand licence in clause 9 ends, display materials must be returned or removed, all outstanding invoices fall due, and clauses 5, 7, 9, 11 and 12 survive.

We may revise these terms to reflect changes in law, market conditions or the programme. Revised terms take effect 30 days after we notify the Partner, and apply to orders placed after that date. Where a change is required by law or a regulator, it takes effect on the date required.

These terms and any contract formed under them, including non-contractual disputes or claims arising out of them, are governed by the law of England and Wales, and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

Specsfactory Ltd
Bridge House, Old Grantham Road, Whatton, Nottingham NG13 9FG
Email: partner@steiner-vision-b2b.co.uk

Companies House no. 09754623