Terms and Conditions

Terms & Conditions of sales of product and/or supply of services

1. Definitions.
a. KNIGHT OPTICAL, LLC is the “Company” and includes our appointed agents, sub-contractors, successors and assigns. The “Customer” is any person or business or other body entering into a contract with the Company for the supply of goods and services.
b. “Goods” are anything supplied by or processed by the Company for the Customer.
c. “Work” shall mean all labor and services supplied by the Company to the Customer.
2. Scope of Services.
Company is an international business which provides stock and custom optical products and services to Customers. Our services specifically include the following: Optical components, opto-mechanics, optical sub-assemblies, illumination, imaging and machine vision, microscopy and accessories, lasers, optoelectronics, instrumentation and metrology, testing and calibration, optical tools and accessories, optical coatings, products.
3. Obligations of Client.
All orders shall be in writing, (including email communication). An email shall be deemed to have the same authority as a paper based signed order provided it has originated from a business email at the Customer’s home or business. The Customer acknowledges its contract with the Company and is subject to these express terms and conditions together with any additional and all contractual details confirmed in the order.
4. Customers' Specifications.
(a) Where specifications and drawings are supplied by the Customer, the Customer should supply such specifications and drawings before or at the same time as the order. The Company will rely upon the specification and drawings provided by the Customer.
(b) The Customer represents they are satisfied as to the suitability of any process requested (and any products used therein) upon any goods or products whether or not the customer has provided them. The Customer takes responsibility for the results of any such process and end result, with the exception of defects or damage arising from negligence or lack of reasonable skill and care on the Company’s part.
(c) Where the Company has design responsibility for the any work or product, Company will use our expertise in interpreting the Customer’s requirements and produce a final drawing(s). Prior to the commencement of any work, the drawings and specifications the Company has produced are deemed to be complete and correct when the Order to proceed is given. The Company has no attaching responsibility for the suitability of any work for any given application, unless Company has specified this in writing prior to the start of any works and/or supply.
(d) If the specifications on which the Estimate or Quotation are based are changed by the Customer once the order has been placed, the Company reserves the right to suspend the supply of Goods or Works or Services pending agreement upon the change in costs (if any). This will rescind any agreed time commitments or similar agreements.
(e) Goods supplied by the Customer remain at the Customer’s risk until they are received at our premises. Company does not accept responsibility for any liability for any delay arising nor any damage caused to the Customer’s goods.
(f) When Goods are delivered from the Company to the Customer, or collected by the Customer from our premises, Goods shall be at the Customer’s risk immediately after delivery or, if an independent carrier is used, immediately upon such time as the Goods are released to an independent carrier, or immediately upon the materials being collected by the Customer.
5. Goods Supplied to the Company from the Customer.
(a) Where Goods are received from a Customer which is, not in our opinion fit for our purposes, the Company will notify the Customer accordingly. The customer is responsible for the costs of any return shipping.
(b) In the event that the condition of the Goods received has been questioned by the Customer, the Company shall not proceed with the contract until expressly authorized to do so by the Customer and the Company shall not be responsible for any delay arising from this requirement.
(c) In the event that there is a question with the Customer concerning the suitability of Goods but the Customer authorizes the Company to proceed with the Contract regardless, the Customer agrees that any defects in the work performed, as a result of the Goods being unsuitable, shall give rise to no liability for such defects and shall not constitute lawful excuse for withholding payment or partial payment.
(d) If the Company is requested to carry out works to prepare the goods into a fit and working condition the Company shall not have responsibility for any loss or damage arising unless such damage is caused by negligence or lack of reasonable care. The Customer is responsible for the cost for this work.
(e) Company reserve the right to cancel a contract without being liable to the Customer in any way for such cancellation, or alternatively to proceed with the contract on such terms or conditions as Company may feel appropriate, without being liable for any breach of contract arising by such unilateral alterations in the terms and conditions if :
(i) The Customer, has in our opinion failed to provide Goods into a fit condition for processing
(ii) In our opinion the Customer’s Goods are deemed in anyway unsuitable
(iii) In the our opinion the Customer’s requirements are unobtainable
(f) Company gives no warranty that customer Goods can be worked upon in any way or incorporated into any machine equipment or process without causing damage to the Goods. Any such work or incorporation is carried out, is at the risk of the Customer and any damage thereby caused shall not be our responsibility.
(g) In the event of the desired finish not being obtained owing to the supply by the Customer of unsuitable Goods or inaccurate/inappropriate specifications or any other reason outside our control, no responsibility shall attach to the Company and the Customer shall remain liable to pay the contract price.
(h) In the event of damage being caused to the Customer’s Goods during processing as a result of our negligence or lack of reasonable care, our liability for any such damage is limited to the lower of the contract price or the value of the item damaged. Any exemplary or consequential damages of any kind are specifically excluded from any contract of sale to which these terms apply and the customer is required to keep the Company indemnified against any and all such claims.
6. Confidentiality, Design & Drawings.
(a) The Company will not discuss nor disclose details of the Customer’s business with any third party, except where required by law or when authorized by the Customer. The Company will return all such material upon request at the end of the contract subject to full payment having been made by the Customer and there being no other overdue invoices.
(b) Where the Company has designed a product in order to meet a specification required by the customer, the copyright and intellectual property rights belong to the Company, unless otherwise agreed in writing by both parties. The purchase of copyrighted material by the customer is permissible, not obligatory, and is at the complete discretion of the Company. The Customer may request a price for this prior to the placing of any order. If no price has been provided and the Customer subsequently wishes to purchase copyrighted material the Company may provide a price upon request.
7. Refusal.
Company reserves the right to refuse any order. A contract is only made when the Company accepts the Order, subject to any terms. No variation to these conditions shall apply unless specifically agreed in writing by the Company and any variation is applied on a strict order by order basis and does not carry through to any subsequent orders.
8. Estimates & Quotations.
Prices on estimates & quotations are exclusive of any national or local sales or purchase tax, import duty, carriage or similar charges which may be levied. Prices may change between the issue of the estimate and the Order for products or works. Estimates and quotations are given on the understanding the work performed by the Company is conducted in a manner decided upon by the Company unless there is a specific contractual methodology provided on the estimate. A fixed price quotation is valid only on the day issued, unless it has an expressed expiration date.
9. The Price & Alterations.
The price stated in the contract may be changed if:
Any alterations are made in any specification upon which a price has been determined.
Any variation is required as to the mode, place and time of delivery of the materials.
Any expense is incurred by us following of delay arising from the Customer’s instructions.
The work relates to an estimate or a quotation which states the prices are subject to variation.
In the event any additional work is required, the Company may require written acceptance of an incremental cost adjustment prior to the start of that work however, any notice from the Company is sufficient for the contract changes to be valid and still enforceable.
10. Terms of Payment, Credit Accounts.
Company will invoice the Customer for the Goods or Works as soon as possible. The invoice will be the full contract price in accordance with the quotation plus any agreed extras or variations. Payment is expected 30 days from the date of invoice, unless it is agreed in writing by the Company that different terms shall apply. In all other cases payment is required in advance. The Company reserves the right to change the terms or withdraw any credit account. In respect of all payments due, time of payment is of the essence in the contract. The Company reserves the right to charge interest at the rate of 5.0% on all invoices which remain unpaid after the due date of payment.
11. Liability for alleged defective and/or missing goods.
These Terms and Conditions take precedent over any which The Customer might usually rely upon, even if they are presented with or are part of a Purchase Order. All Orders placed through the Company are exclusively covered by these Terms & Conditions. All other conditions, warranties and representations are excluded.
(a) The Customer shall inspect the Goods immediately upon receipt and notify us of any shortfalls within three (3) working days. Company has strict controls which include a double verification of quantities and products supplied to avoid errors in product delivery.
(b) If the Customer considers the Goods defective, the Customer shall, in no more than 14 days, provide notice in writing to the Company stating the defects or discrepancies alleged. Unless the Customer gives such notice, the Goods shall be deemed to be in all respects in accordance with the contract and to the satisfaction of the Customer and the Customer shall be bound to accept and pay the contract price.
(c) Where goods, products or services supplied by the Company fail to meet the specification agreed with the Customer, these goods will be resupplied as quickly as is practical to the Customer. Irrespective of the nature of any defect, the maximum liability to the customer will be limited to the amount paid by the Customer for the defective goods. For the avoidance of doubt, the Company is not liable for any consequential loss of any kind, irrespective of whether any consequential loss is a likely outcome. See section 12.
12. Delivery Dates & Liability for performance and/or loss.
(a) The Company will use every endeavour to meet requested delivery dates but delivery may be subject to delay and the Company will not be liable for any losses arising.
(b) The Company accepts no liability in contract, tort or otherwise for any personal injury, loss or damage of any kind suffered by the Customer (or a subsequent customer) as a result of its use of the Goods.
(c) The Company warrants only that the goods supplied, or the processes performed, conform to the specification provided. Except in the case of a specific written assurance as to a warranted specific use (which must be agreed in writing prior to the placing of the Order), absolutely no warranty, actual or implied, exists as to suitability of any product or process carried out for any specific purpose. The decision to implement the Company’s products in a particular manner rests with the Customer and with it any responsibility for performance.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE GOODS PROVIDED HEREUNDER, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, OR BUSINESS INTERRUPTION. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST THE COMPANY MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
13. Cancellation.
Cancellations will not be accepted after the order is received and agreed upon by both parties unless this condition is specifically waived in the order. The Company is entitled to receive full payment of the requested order.
14. Choice of Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without giving effect to principles of conflicts of laws. Any disputes arising out of this Agreement shall be adjudicated exclusively by an appropriate federal or state court sitting in the State of Rhode Island.
15. Severability.
The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision hereof.
16. Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of any kind between the parties, whether oral or written.

Telephone 401 583 7846 or email to sales@surplus-optics.com
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