BOLLÉ SAFETY INC.
PRESCRIPTION LENSES –
SAFETY RX ONLINE TERMS AND CONDITIONS OF SALE
Updated : April 1, 2024
BY CLICKING TO APPROVE THESE TERMS, OR BY PROVIDING OPTICAL SERVICES AND/OR SUBMITTING AND ORDER AND/OR USING THE FITTING SERVICES, YOU AGREE TO THESE TERMS. IF YOU ACCEPT THESE TERMS ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS FOR EACH ORDER PLACED.
1. 1. Definitions. In these Terms:
Agreement means any agreement for the provision of goods or services by Bollé Safety to the Buyer;
Bollé Safety means Bollé Safety Inc.;
Buyer means either (i) an Optical Partner or (ii) Customer that purchases Goods for delivery to an Individual;
Customer means the legal entity specified in the Order which, as the case may be, is (i) an End User Company or (ii) a Reseller of the Products.
End-User Company means the legal entity which has ordered the Goods for an Individual;
Force Majeure Event means an event beyond the reasonable control of a party, including but not limited to accident, act of God, act or threat of terrorism or war, breakdown, epidemic or pandemic, transport restrictions, government restriction, strike, lock-outs or other;
Fitting Services means services offered or provided to an Individual through the Bollé Safety Webshop for the fitting of prescription lenses, including pupillary distance measurement and virtual “try-on” functions.
Goods means Safety RX prescription glasses or goggles (frame and prescription lenses) supplied by Bollé Safety to the Buyer for delivery to a Customer;
Individual means an employee of an End-User Customer who receives Optical Services from an Optical Partner, receives Fitting Services through Bollé Safety’s Webshop, and receives, directly or indirectly, Goods the Buyer purchases from Bollé Safety;
Intellectual Property means all copyright, patents, trademarks, names, formulae, specifications, confidential information and all modifications, improvements and enhancements (whether registrable or not) owned by or licensed to Bollé Safety in respect of the goods and services;
Optical Partner means the optometrist, health care professional or other party providing Optical Services, who may acquire Goods from Bollé Safety;
Optical Services means services offered or provided by an Optical Partner to Individuals, including eye testing and Prescriptions;
Prescription means an Individual’s lens prescription;
Reseller means a Customer that buys the Goods for resale to End User Companies;
Requirements means the specific requirements for the Goods, including but not limited to the desired model of the Goods, all relevant optical measurements, and the Prescription;
Terms means these Terms and Conditions of Sale; and
Webshop means the Bollé Safety “Safety RX Program” webshop for the purchase of prescription glasses or goggles located at which these Terms are located.
2. Basis of Agreement
2.1 These Terms apply exclusively to every Agreement for the purchase of Goods, including the receipt of Fitting Services, and cannot be replaced or varied by any other terms.
2.2 Any quotation, displayed price, order list or order confirmation provided by Bollé Safety to the Buyer for the proposed supply of goods or services is an invitation to treat only, and is subject to the Buyer placing an order which is the Buyer’s offer to enter into an Agreement with Bollé Safety on these Terms (“Order”).
2.3 An Agreement is formed when Bollé Safety confirms its acceptance of the Buyer’s Order.
2.4 Bollé Safety may, in its discretion, refuse to accept any Order.
2.5 Bollé Safety may amend or vary these Terms by written notice to the Buyer and any amendments or variations will apply to Orders made by the Buyer after the date of such notice.
3. Demonstration materials
3.1 Unless otherwise agreed in writing by Bollé Safety, prior to placing any Orders an Optical Partner must first have an applicable Bollé Safety demonstration set containing a set of prescription glasses and the prescriptions leaflet.
4. Orders and Requirements
4.1 The Buyer:
(a) must ensure any Order accurately sets out the specific Requirements for the goods and services;
(b) is solely responsible for the accuracy and completeness of the Requirements and information submitted as part of an Order;
(c) is solely responsible to ensure the Customer has accepted and approved the proposed Order;
(d) acknowledges and agrees Bollé Safety relies on the accuracy and completeness of, and is not liable or responsible for any errors in, the Requirements and information submitted as part of an Order; and
(e) acknowledges and agrees Bollé Safety will not be liable or responsible for any damage or loss claimed by the Buyer, the Optical Partner (if applicable), a Customer, an Individual, or any third party arising from or relating to the inaccuracy or incompleteness of the Requirements or information submitted in an Order.
4.2 If the Buyer is a Customer, the Optical Partner providing Optical Services to Customers shall be responsible to the Buyer for the accuracy of the information submitted by the Optical Partner in connection with the Requirements for the Order. The Optical Partner further acknowledges and agrees Bollé Safety will not be liable or responsible for any damage or loss claimed by the Optical Partner, a Customer or any third party arising from or relating to the inaccuracy or incompleteness of the Requirements or information submitted in an Order.
4.3 Fitting Services: Notwithstanding the foregoing, and subject to the terms and conditions of Fitting Services set forth herein, the provisions in Section 4.1 and 4.2 regarding the responsibilities and liabilities for the Requirements do not apply to information from Fitting Services. Fitting Services are subject to the following terms and conditions.
(a) Bollé Safety relies upon the truth and accuracy of all of Individual’s representations and warranties set forth herein and any information that Individual submits to Bollé Safety using the Bollé Safety Webshop platform.
(b) Individual must receive the Fitting Services via a device that is compatible with the Bollé Safety Webshop platform and that otherwise meets any software or other related requirements as established by Bollé Safety.
(c) Bollé Safety is not liable for any injury that Individual experiences in connection with the Fitting Services or for any inaccuracy in the Fitting Services that is caused by the device that Individual uses to access the Bollé Safety Webshop platform.
(d) The information that Individual shares with Bollé Safety via the Bollé Safety Webshop platform will include protected health information, which is subject to certain confidentiality protections under the Health Insurance Portability and Accountability Act of 1996, as amended by its implementing regulations (“HIPAA”). Bollé Safety’s Notice of Privacy Practices explains how Bollé Safety may use or share any protected health information that Bollé Safety receives from Individual. Individual agrees that Bollé Safety can (i) disclose Individual’s protected health information to Customer for the purpose of facilitating the provision of Goods to Individual, and (ii) use or disclose Individual’s protected health information for any purpose permitted by HIPAA or other applicable law.
(d) The Fitting Services are limited to the services specifically included in the definition of “Fitting Services” set forth in Section 1. The Fitting Services do not include the provision of a professional eye examination or the provision of a prescription for eyewear.
5. Webshop
5.1 Bollé Safety will use reasonable efforts to ensure information displayed on the Webshop is accurate, but the Buyer acknowledges:
(a) Bollé Safety does not guarantee the accuracy of information on the Webshop;
(b) descriptions, photographs and any and all other representations on the Webshop are indicative and provided by way of general guide only; and
(c) Bollé Safety does not guarantee the color of goods as it appears on the Webshop accurately reflects the true color of the goods.
5.2 Bollé Safety may modify the conception, design, distinctive signs, packaging or specifications of goods offered on the Webshop at any time, and such modifications apply to subsequent Orders.
5.3 Bollé Safety may remove or withdraw goods from the Webshop from time to time without notice.
5.4 All Orders are subject to availability of the Goods. If Goods are not available, Bollé Safety may cancel the Order without liability to Buyer or Customer.
6. Pricing
6.1 Prices displayed on the Webshop for the Goods are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes
6.2 Bollé Safety may modify the prices displayed on the Webshop at any time without notice. All Orders are fulfilled subject to the prices in effect at the time the Order is placed.
7. Payment
7.1 Bollé Safety will invoice Buyer upon shipment of the Goods. Buyer agrees to pay the invoiced amount without setoff within 30 days of the invoice date. Buyer shall be liable for Bollé Safety’s cost of collecting any past due amounts, including without limitation reasonable attorney’s fees.
7.2 If Buyer fails to make a payment, or if at any time in Bollé Safety’s judgment Buyer’s credit standing has been impaired, Bollé Safety may withhold delivery of Goods ordered until satisfactory cash or credit arrangements have been established. In addition, Bollé Safety reserves the right to require pre-payment prior to manufacturing the Goods for any Order.
7.3 If Buyer has a good faith basis to dispute the accuracy of any invoice, Buyer must notify Bollé Safety in writing within 15 days of the invoice date.
8. Risk and Insurance
8.1 Except as otherwise agreed in writing, delivery shall be made DDP to the delivery address set forth in the Order. Title and risk of loss shall pass to the Buyer upon Bollé Safety delivering the Goods to the carrier at the shipping point. Optical Partner shall maintain professional liability insurance in amounts consistent with standard practice for optical providers in the same area.
9. Delivery
9.1 Bollé Safety will arrange for the delivery of the goods to the Buyer’s nominated address in the United States, excluding Alaska and Hawaii. Bollé Safety shall deliver the Goods using Bollé Safety’s standard packaging and shipping methods. Bollé Safety’s delivery obligations shall be fulfilled upon delivery to Buyer.
9.2 Buyer will be responsible for all costs associated with delivery, including freight, insurance and other charges arising from the point of dispatch of the Goods to the delivery address.
9.3 Bollé Safety will designate the method of delivery of the goods, and if the Buyer requires a more costly method of delivery the Optical Partner must pay Bollé Safety an amount equal to any such extra cost.
9.4 Bollé Safety estimates delivery of Goods will be made within 21 calendar days of Order acceptance.
9.5 Any period or date for delivery of Goods stated by Bollé Safety is an estimate only and not a contractual commitment.
9.6 Bollé Safety will use reasonable efforts to meet any estimated dates for delivery of the Goods but will not be liable for any loss or damage suffered by the Buyer or any third party for failure to meet any estimated date.
9.7 Orders may be fulfilled in any number of packages or delivery shipments.
9.8 A postage receipt, courier docket or driver’s manifest directing delivery to the address nominated by the Buyer will be proof of delivery of the goods.
9.9 Buyer shall inspect the Goods upon receipt. Buyer will be deemed to have accepted the Goods, unless Buyer notifies Bollé Safety within 72 hours of the estimated delivery date:
(a) of the non-arrival of any or all of the Goods;
(b) if there is damage to any of the Goods;
(c) if the wrong Goods have been received; or
(d) if the quantity of Goods received is incorrect.
9.10 End-User Company shall be responsible for ensuring delivery of Goods to the Individual.
10. Intellectual Property
10.1 Bollé Safety grants to the Buyer a limited, non-exclusive, non-transferable, revocable licence to use such Intellectual Property as Bollé Safety may make available to the Buyer from time to time, for the sole purpose of promoting Bollé Safety’s goods and services to Customers.
10.2 The Buyer acknowledges that it has no proprietary right or interest in the Intellectual Property.
10.3 The Buyer must not use the Intellectual Property except as allowed under these Terms or as otherwise agreed in writing with Bollé Safety.
10.4 The Buyer must not register or record or attempt to register or record anywhere in the world the Intellectual Property or any part thereof or any patents, inventions, trademarks or designs derived from or similar to the Intellectual Property or aid or abet anyone else in doing so.
11. Liability
11.1 Bollé Safety warrants to the Buyer that (a) the Goods will conform to the Requirements of the Order, and (b) the Goods shall conform to any product-specific warranty published by Bollé Safety at the time of purchase, as applicable.
11.2 EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, OR IN ANY EXPRESS WARRANTY PROVIDED WITH THE GOODS, BOLLÉ SAFETY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR THE FITTING SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BOLLÉ SAFETY SHALL NOT BE RESPONSIBLE FOR ANY ERRORS RELATED TO THE OPTICAL SERVICES OR OTHER SERVICE PROVIDED BY AN OPTICAL PARTNER. Buyer and Individual acknowledge that the Goods may require a modification/adaptation of the Prescription, and Bollé Safety shall not be liable for any such modification.
11.3 No Buyer, Customer or Optical Partner, shall make any warranty to a Customer or Individual with respect to the Goods or Fitting Services other than as expressly provided in these Terms. A Buyer, Customer, or Optical Partner that breaches this Section 11.3 shall indemnify Bollé Safety against any loss or damage suffered by Bollé Safety, its sub-contractors or employees as a result of such breach.
11.4 Bollé Safety shall not be liable for any indirect, special, incidental, exemplary or consequential damages, including but not limited to loss of revenue or anticipated profits, regardless of the form of action, suffered by Buyer or any third party. Bollé Safety’s liability and the exclusive remedy against Bollé Safety, for any cause of action in connection with these Terms, whether based in negligence, strict liability, tort, breach of contract or warranty, is limited, at Bollé Safety’s sole discretion, to a maximum of the purchase price of the Goods provided, or replacement of the Goods not conforming to the Requirements of the applicable Order.
11.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any legislation applicable to the sale of Goods or Fitting Services that cannot be excluded, restricted or modified.
12. Acknowledgements
12.1 The Buyer and, if applicable, the Optical Partner providing Optical Services each acknowledges that:
(a) it has not made known, either expressly or by implication, to Bollé Safety any purpose for which it requires the goods or services, and it has the sole responsibility of satisfying itself that the goods or services are suitable for its use or any contemplated use by it, whether or not such use is known by Bollé Safety.
12.2 The Optical Partner acknowledges:
(a) the fact a Customer has acquired Optical Services from the Optical Partner does not mean the Customer is bound or required to purchase goods from the Optical Partner;
(b) a Customer is free to use any Prescription obtained by it from the Optical Partner to acquire goods from a party other than the Optical Partner;
(c) a Customer is free to use any Prescription obtained by it from another optical provider to acquire goods from the Optical Partner (if the Optical Partner accepts the Prescription); and
12.3 The Optical Partner represents and warrants it has:
(a) made all Customers and Individuals aware of their rights set out in Section 12.2.
(b) informed the Customer of any applicable private health insurance rebates, including but not limited to rebates relevant to the Customer’s consultation with the Optical Partner; and
(c) explained the operation of any such rebates to the Customer.
13. Cancellation
13.1 The Buyer acknowledges and agrees that:
(a) no purported cancellation or suspension of an Order or any part of an Order by the Buyer is binding on Bollé Safety once that Order has been accepted; and
(b) corrective lenses are individualized wearer creations and cannot be re-used or re-conditioned by Bollé Safety for resale or for other purposes.
13.2 If, for reasons beyond its control, Bollé Safety is unable to deliver or provide the goods or services, then it may cancel an Order (even if it has been accepted) by written notice to the Buyer.
14. Returns
14.1 Bollé Safety will accept returns of defective Goods according to the procedure set forth in this Section.
14.2 Return Process:
(a) The Individual must bring his/her alleged defective Goods to the Optical Partner.
(b) The Optical Partner will assess the claim and, inform the Buyer.
(c) The Buyer may analyze the Optical Partner’s request and approve or reject the claim in Buyer’s sole discretion. If the Buyer approves the claim, the claim will be communicated to Bollé Safety via the Webshop. If the Buyer rejects the claim, the Buyer shall be solely liable for any losses, costs and/or damages arising in connection with use of the Goods.
(d) If a Buyer-approved claim is accepted Bollé Safety, Bollé Safety will conduct an expert assessment.
(e) Upon receipt of the claim, Bollé Safety will conduct an expert assessment. Bollé Safety may at its discretion required the return of the Goods to the address indicated by Bollé Safety’s customer service. the return costs will be at the Buyer’s expenses. If a defect is identified, Bollé Safety may either reimburse the cost of the Goods or replace the Goods, in Bollé Safety’s sole discretion.
14.3 The Optical Partner and/or Buyer should contact Bollé Safety’s after-sales service team via the Webshop with any issues or questions
14.4 No return of Products will be accepted without Bollé safety prior approval
15. Force Majeure
15.1 Subject to Section 15.4, no party to an Agreement is liable in any way howsoever arising under the Agreement to the extent it is prevented from acting by a Force Majeure Event.
15.2 If a party is prevented from acting by a Force Majeure Event, that party must:
(a) promptly notify the other party of the existence and expected duration of the Force Majeure Event;
(b) take all reasonable steps to alleviate or remedy the effect of the Force Majeure Event; and
(c) subject to Section 15.3, resume performance of the obligation prevented by the Force Majeure Event as soon as practicable after the Force Majeure Event ceases.
15.3 If a Force Majeure Event prevents performance of an obligation beyond 30 days, either party may suspend or terminate the Agreement by written notice.
15.4 Nothing in this Section 15 operates to excuse the Buyer from any obligation to pay money.
16. Miscellaneous
16.1 The law of the State of California governs the Terms. The parties agree to the exclusive jurisdiction of the state and federal courts located in Orange County, California.
16.2 A party’s failure to enforce any of these Terms shall not be construed as a waiver of any of that party’s rights.
16.3 If any Term is unenforceable it shall be construed to be enforceable or, if it cannot be so construed, the term shall be severed from the Terms without affecting the enforceability of the remaining terms.
16.4 A notice must be in writing and delivered personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by email or facsimile are deemed received on confirmation of successful transmission.
17. Privacy
17.1 Bollé Safety takes steps to ensure that all personal information obtained in connection with an Order, including any information received from a Buyer or in connection with the Optical Services, will be appropriately collected, stored, used, disclosed and transferred in accordance with the applicable law. Such information may be accessed by request to Bollé Safety in accordance with Bollé Safety’s Privacy Policy that the Buyer accepts and agrees and Bollé Safety’s Notice of Privacy Practices provided to the Individual.
17.2 The Buyer, the Individual, and if applicable, the Optical Partner providing Optical Services, each:
(a) acknowledges Orders will contain an Individual’s health or personal information, as defined under the Privacy Law;
(b) acknowledges Bollé Safety discloses such information, as is necessary for provision of the Goods, to its lens manufacturer;
(c) consents to the disclosure of information as set out in this Section 17.2; and
(d) (other than the Individual) warrants that it has notified and obtained the Individual’s informed consent to the disclosure of the Individual’s personal information as set out in this Section 17.2.