Terms & Conditions
We are SEED International Limited (Co No. 11447306 ) (“SEED International”) and our registered office is at Dolphin House, Commerce Way, Leighton Buzzard, Beds, LU7 4RW. Please read the Terms and Conditions carefully before placing an order with SEED International. By placing an order, you (“the Customer”) agree to be bound by these Terms and Conditions (“Terms”).
1. These Terms (including any non-contractual matters) are governed by the laws of England and Wales. Any disputes or claims (including non-contractual disputes or claims) are subject to the exclusive jurisdiction of the courts of England and Wales.
2. These Terms (and any other terms referred to in these Terms) exclusively apply to any order the Customer places with SEED International. Any other terms and conditions the Customer tries to incorporate (by any method) or apply to any order with SEED International will not be effective.
3. The Customer is solely responsible for checking that any order it places with SEED International is accurate and complete before submitting it to SEED International. SEED International accepts no responsibility for any error in or incompletion of an order.
4. An order placed by the Customer will only become legally and contractually binding on SEED International once SEED International has accepted such order, either by notifying the Customer in writing or starting to perform the relevant order. Once an order has become binding, it may only be cancelled or amended as set out in paragraphs 5 and 6 (as applicable).
Cancellation/Amendment of Orders
5. For lathed/prescription (Rx) lenses please be aware of the following:
5a. an order may be cancelled or amended at no charge if requested within 24 hours of the order being placed;
5b. if a cancellation or amendment request is received after 24 hours of the order being placed but prior to the order being despatched, 50% of the order value will be charged and payable in accordance with paragraphs 38 to 44.
6. For moulded disposable lenses, an order may be cancelled or amended at no charge if requested prior to despatch of the relevant order (which will generally be within 24 hours of the order being accepted by SEED International).
7. If the request for cancellation or amendment is received after the date/time set out in paragraphs 5b or 6 (as applicable), SEED International will not be required to accept such cancellation or amendment. If such cancellation or amendment is accepted by SEED International it may, in its discretion, impose a reasonable charge in respect of work carried out in respect of such order prior to receipt of such notice and/or, if the order is amended, vary the terms of such order (including, without limitation, delivery dates and price).
8. SEED International’s Encore™ scheme enables you to register your patients for regular replacements of their lenses, to be delivered by us direct to your practice. You can register your patient to our Encore™ scheme by notifying us when you place your order (using the mechanism specified by us from time to time) and providing to us such information as reasonably requested. Practitioners who register patients on SEED International’s Encore™ frequent replacement scheme may benefit from preferential pricing. An administration fee of £10 will be applied to Encore™ cancellations where less than two weeks’ notice is given prior to date of cancellation. Such fee shall be payable in accordance with paragraphs 37 to 42.
8a. There is no cancellation fee in relation to our moulded disposable lenses.
9. Delivery will be made by SEED International to the location set out in the order or any other address agreed in writing between SEED International and the Customer. Delivery will be completed once the products in that shipment have been unloaded at the delivery location or, if earlier, immediately following the third attempt by SEED International to deliver the order to the Customer.
10. SEED International shall use reasonable efforts to ensure that all moulded disposable lenses are despatched within 48 hours of SEED International’s acceptance of order in respect of such lenses. Every reasonable effort is made to ensure that all other lenses are despatched within 5 working days from SEED International’s acceptance of order in respect of such lenses.
11. Given the complexity in the supply of some of our products in some cases, such as tinted or other specialist lenses, extra time for delivery may be required. SEED International will always try to provide an estimated delivery date following acceptance of an order but given this is only an estimate, cannot accept any responsibility for delays in delivery (or any loss connected to any such delays).
12. A minimum delivery charge of at least £2.75 is applied to every order. If the Customer requests delivery to be by a prescribed method or within a required period, SEED International reserves the right to charge the Customer an additional charge in respect of delivery.
13. Risk in the products will pass to the Customer on completion of delivery (as set out in paragraph 9). Ownership of the products will not pass to the Customer until the earlier of:
13a. the Customer receiving payment in full for the order (where ownership will pass on receipt by SEED International of such payment); and
13b. the Customer reselling the products (where ownership will pass immediately before the Customer’s sale to its customer).
For the avoidance of doubt, when a Customer subscribes to Encore™ on behalf of a patient, ownership of the products shall be deemed to pass to the Customer immediately prior to delivery to the practitioner.
14. Until ownership of the products passes to the Customer, the Customer must store the products separately from products supplied by other suppliers, not do anything which might make it difficult to identify the products as SEED International’s products, store the products in suitable conditions and keep them insured against all risks.
15. On termination pursuant to paragraphs 48 and/or 49, if ownership of the products has not passed to the Customer, the Customer’s right to sell the products shall immediately terminate and SEED International will have the right to enter the Customer’s premises and recover the products and/or require the Customer to promptly deliver these up to SEED International.
SEED International’s Warranty
16. SEED International shall ensure that the lenses supplied by it will (subject to paragraph 18) for their designated shelf life:
16a. match their description;
16b. match the prescription provided to it by the Customer, subject to ISO tolerances allowed by relevant regulatory and government bodies from time to time; and
16c. be free from material defects in design, material and workmanship.
17. If a lens does not comply with paragraph 16 it will be “defective”.
18. Defective lenses should be returned by the Customer (at its cost) to SEED International to the address stated on the returns form within 30 days from the date of dispense, using the completed returns form enclosed with the Customer’s order. Acceptance of returns made without SEED International’s return form shall be at SEED International’s discretion. Once the lens has been analysed by SEED International, if it is found to be defective by SEED International (having applied the criteria set out at paragraph 16) it will be replaced free of charge or a full credit will be issued to the Customer, provided that:
18a. There are no signs of wear or mishandling (by the Customer or the patient):
18ai. Lenses that have chemical, pharmaceutical and microbial contamination will be automatically deemed to be due to mishandling and not covered by SEED International’s warranty unless the Customer (or patient) can prove to SEED International’s reasonable satisfaction that this is not the case.
18aii. Lenses that have calculi, lipid or protein depositing are due to normal biological processes that occur in some patients. They are not caused by manufacturing defects and are excluded from SEED International’s warranty.
18b. Lenses that are split or show signs of a material defect will be analysed by SEED International to determine the root cause. Splits caused by a material defect usually occur within 21 days from date of dispense.
18bi. For lenses returned without a dispense date the 21-day period for material defect will be calculated from the date of dispatch.
18bii. Lenses that split outside of this timeframe will be deemed to be caused by patient mishandling and are excluded from SEED International’s warranty. If the Customer or the patient can demonstrate to SEED International’s reasonable satisfaction that the split was caused by a material defect SEED International may, in its absolute discretion, decide that such defect is covered by its warranty.
18c. There are no signs that any instructions provided by SEED International and/or good industry practice in respect of the same, relating to the storage, commissioning, use and aftercare of the lenses have not been followed.
18d. There has been no alteration, addition to or repair of the lenses without SEED International’s prior authorisation.
18e. The defect is caused by SEED International’s inability to manufacture lenses to the patient’s prescription and, following notification of such by SEED International to the Customer, the Customer requested SEED International continue the manufacture of the order.
19. Customers outside of the United Kingdom (U.K.) should notify SEED International of defective lenses within 60 days from date of despatch via email or telephone to the address notified for this purpose from time to time. The Customer must, at its own cost, return defective lenses for analysis, if requested by SEED International.
20. Lenses returned because of a suspected manufacturing defect will require the following information so that a thorough assessment can be carried out by SEED International:
20a. A completed returns form that was supplied with the original order;
20b. A date of dispense from the Customer; and
20c. Any other information reasonably requested by SEED International.
21. For the avoidance of doubt, defective products not returned to SEED International within 30 days of the date of dispense will not be covered by SEED International’s warranty and any replacement or refund shall be at SEED International’s sole discretion.
22. Replacement of the lenses or credit will be the Customer’s sole remedy for any defective products.
23. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Terms.
24. The Customer must not give any condition or warranty or make any representation on behalf of SEED International unless explicitly authorised in writing by SEED International to do so.
25. The Customer shall procure that all patients to which it sells the lenses supplied by SEED International report any defective lenses to the Customer (rather than SEED International directly).
26. Where enquiries from the Customer’s patients relating to defective lenses are addressed directly to SEED International, SEED International will only respond to the practitioner in respect of such enquiry. If any lens is deemed to be defective, replacement lenses may be dispatched directly to the patient or, if the patient opts to receive credit, credit will be issued to the Customer who will be responsible for promptly remitting the benefit of such credit to the relevant patient.
27. Where a lens is found to be defective, but such defect is determined to have arisen as a result (directly or indirectly) of any act of omission of the Customer, including (without limitation):
27a. any failure to follow any instructions provided by SEED International relating to the storage, commissioning, use and aftercare of the lenses or, if the same has not been provided, good trade practice in respect of the same; and/or
27b. any alteration, addition to or repair of the lenses without SEED International’s prior authorisation,
the Customer will, at its cost, bear sole responsibility for issuing any credit or refund to the patient. If SEED International issues replacement lenses directly to the practitioner, the cost of such lenses will be invoiced to the Customer and shall be payable in accordance with paragraphs 38 to 43.
Fitting Warranty & Exchange
28. Unless already included, an optional fitting warranty may be purchased upon request excluding disposables and multi-packs. A fitting warranty may only be purchased at the time the Customer places the order.
29. The fees for the fitting warranty are quoted in the price list applicable at the relevant time (a copy of which is available on request). The fitting warranty shall apply where any lenses we supply are defective (as defined in paragraph 16) as a result of an issue with the prescription provided for the patient. The fitting warranty allows for:
29a. one exchange at no charge; and
29b. a second exchange at 50% of the original price of the lens within 60 days from the date of dispense (date of dispense from Customer is required).
30. Following not less than two exchanges, should the lenses remain defective, a 75% credit will be given on the total lens cost (excluding the warranty charge and the 50% second exchange charge).
31. Please note that the fitting warranty only allows for lenses in the same price band to be exchanged, changing lens design may incur additional costs.
32. We are unable to credit lenses that are returned due to the patient failing to collect lenses.
33. Credit notes must be used within six (6) months from date of issue.
34. Unopened stock lenses may be returned for exchange or credit, providing the packaging is undamaged, seals have not been broken and they are in a saleable condition with a minimum of 2 years shelf life remaining.
35. We do not credit or exchange any lathed/Rx lenses unless a fitting warranty has been purchased at the time of order.
36. Any lenses determined to have been returned due to a manufacturing defect after analysis are covered by our warranty at paragraphs 16 to 27.
Returns for Specification Check
37. SEED International will only accept lenses for a ‘specification check’ (to check whether the lens complies with the prescription) under the following conditions:
37a. Prior agreement is required from SEED International before returning any lenses.
37b. Lenses must be returned with the returns form enclosed with the order including a reference number and documentation supplied by SEED International after approval has been sought.
37c. If the lens parameters are determined to be outside of ISO tolerances, SEED International will destroy the lens and issue either a free of charge replacement or a full credit providing that;
37ci. The lens is within its modality range.
37cii. The lens shows no sign of patient or Customer mishandling and is free from deposits and contamination.
37ciii. The lens shows no sign of any alteration, addition to or repair of the lens by any party other than SEED International.
37d. If the parameters of the lens are found to be within ISO tolerances, SEED International shall notify the Customer. Unless requested otherwise by the Customer the lens shall be destroyed. Where the Customer requests that the lens is returned, the lens will be returned, under the following conditions:
37di. Lenses must be sanitised before being returned to the Customer.
37dii. The Customer must acknowledge and agree to, and procure that the patient acknowledges and agrees to, the health and safety risks associated with use of a lens following a specification check.
Price and Payment
38. The price of the products is as set out in the order (as accepted by SEED International) or, if no price is included in the order (as accepted by SEED International) the price set out in SEED International’s price list applicable at that time.
39. Following SEED International’s acceptance of the Customer’s order, the price of the products can be increased on notice in writing by SEED International to the Customer if:
39a. the cost of supply increases as a result of any factor outside of SEED International’s control (for example only, this would include exchange rate fluctuations, changes to tariffs and duties and increases to labour rates);
39b. the Customer requests any changes to the order which result in any increase to SEED International’s cost of supply; or
39c. SEED International’s supply is delayed due to the Customer’s breach of these Terms or failure to provide reasonable cooperation to SEED International.
40. The price of the products excludes any delivery charges and value added tax which, if applicable, the Customer must pay at the relevant rate.
41. SEED International’s standard payment terms are 30 days from the date of the invoice and payment should be made to the account set out in the invoice. Subject to paragraph 42, invoices may be raised by SEED International on or before the final working day of the month in respect of orders placed during that month. Failure to observe these terms will lead to the account being placed on hold and SEED International may also enforce any other rights it has against the Customer.
42. Invoices shall be issued to customers who are hospitals in respect of each order following despatch of that order upon request and shall be payable in accordance with paragraph 41.
43. If the Customer does not pay any amount when due in accordance with these Terms, interest shall be paid by the Customer on such amount at a rate of 4% per annum above the Bank of England’s base rate from time to time (such interest accruing on a daily basis from the due date until payment).
44. All amounts due to SEED International must be paid to SEED International without any set-off.
45. The Customer may only resell the products in the European Economic Area through a recognised optical outlet in the country of sale.
46. The Customer shall be solely responsible for:
46a. complying with all applicable laws, rules, regulation and best practice guidelines applicable to the marketing, sale and dispense of lenses;
46b. ensuring that it holds, at all times, all necessary and desirable licences, permissions, registrations and consents to market, sell and dispense the lenses; and
46c. providing to SEED International all data and information reasonably requested by it to assist it in complying with its own legal and regulatory requirements.
47. The Customer must not alter, amend, add to, tamper with or otherwise interfere in any way with the lenses (including the packaging and any information, leaflets and other materials supplied with the lenses) supplied by SEED International prior to onward supply to its own customers.
48. SEED International may terminate these Terms and any order at any time by giving written notice to the Customer if:
48a. the Customer materially breaches any term of these Terms which either is incapable of remedy or has not been remedied within 14 days of notice to do so;
48b. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
48c. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business or practice; or
48d. the Customer’s financial position deteriorates to such an extent that in SEED International’s opinion its capability to adequately fulfil its obligations under these terms has been placed in jeopardy.
49. If SEED International reasonably believes that the Customer is subject to, or might be about to become subject to, any of the events listed in paragraph 48 then SEED International may suspend the provision of the products and/or cancel any order placed by the Customer without any liability or responsibility whatsoever to the Customer. On such cancellation, all outstanding amounts must be paid to SEED International immediately (including any amounts in respect of which SEED International may raise an invoice for expenditure made in relation to orders placed but not yet completed).
50. Termination of these Terms will not affect any rights and remedies to which either party is entitled as at the date of termination. Terms which expressly or by implication are intended to take effect or continue in force after termination shall remain in full force and effect.
Exclusions of Liability
51. Nothing in these Terms limits or excludes SEED International’s liability for:
51a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
51b. fraud or fraudulent misrepresentation;
51c. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
51d. defective products under the Consumer Protection Act 1987; or
51e. any other matter in respect of which it would be unlawful for SEED International to exclude or restrict liability.
52. Subject to paragraph 51, SEED International shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise:
52a. for any loss of goodwill, loss of profit or revenue and/or any indirect or consequential loss arising under or in connection with these Terms; and
52b. SEED International’s total liability to the Customer for all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the total price paid by the Customer in respect of the order in connection with which the liability arose.
53. SEED International will not accept any liability arising from any unauthorised modifications or alterations of its products (including the packaging and any information, leaflets and other materials supplied with the products). Any alterations will invalidate the CE marking and SEED International cannot guarantee patient safety as a result.
54. The Customer shall indemnify SEED International in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) suffered or incurred by SEED International arising out of or in connection with:
54a. any modifications, alterations, adjustments or additions to the products (including the packaging and any information, leaflets and other materials supplied with the products);
54b. the provision of any inaccurate or incomplete information in respect of the relevant patient; and
54c. the Customer’s failure to comply with all applicable laws, rules, regulations and best practice guidelines issued by, competent professional bodies in respect of the promotion, sale and dispense of the products.
55. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from an event beyond that party’s reasonable control. If the period of delay or non-performance continues for more than 12 weeks, the party not affected may terminate the order by giving not less than 14 days written notice to the affected party.
56. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the order or these Terms without the prior written consent of SEED International.
57. The Customer undertakes that it shall not at any time disclose to any person any confidential information belonging to SEED International or any company in its group concerning its or their business, affairs, customers, clients or suppliers, except as permitted by paragraph 58.
58. The Customer may disclose the confidential information belonging to SEED International or any company in its group:
58a. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customer’s rights or carrying out its obligations under or in connection with these Terms. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the confidential information comply with paragraphs 57 to 59; and
58b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
59. The Customer shall not use SEED International’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
60. These Terms and the order constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
61. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
62. No variation of these Terms shall be effective unless in writing and signed by the parties (or their authorised representatives).
63. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
64. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of the Terms.
65. Any notice or other communication given to a party under or in connection with the Terms shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or fax.
66. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in paragraph 65; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one working day after transmission.
67. The provisions of paragraphs 65 and 66 shall not apply to the service of any proceedings or other documents in any legal action.
68. No one other than a party to these Terms shall have any right to enforce any of its terms.