Terms and Conditions
of Purchase
Terms and Conditions of PurchaseTerms and Conditions of Sale, Supply and ServiceTerms and Conditions of Website

These Conditions apply to the supply of goods and/or services by the Supplier to Northern Drives & Controls Limited (company number 03098497), whose registered address is Clarke Industrial Estate, St Modwen Road, Manchester, M32 0ZF (hereafter “NDC”).

1. Definitions

In these Conditions the following definitions will apply:

“Business Days” means a day other than a Saturday, Sunday or public holiday in England.

“Business Hours” means the period from 8.00 am to 5.00 pm on any Business Day.

“Commencement Date” has the meaning given in clause 3.7.

“Contract” means the contract between NDC and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.

“control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications Regulations 2003 as amended.

“Delivery Date” means the date specified in the Order, or, if none is specified, within 7 days of the date of the Order.

“Goods” means the goods (or any part of them) set out in the Order.

“Goods Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by NDC and the Supplier.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“NDC Materials” has the meaning set out in clause 7.3.9.

“Order” means, subject to clause 4, NDC's order for the supply of Goods and/or Services, as set out in NDC's purchase order form, or in NDC's written acceptance of the Supplier's quotation, or overleaf, as the case may be. For the avoidance of doubt, an order placed verbally by NDC shall not constitute an offer by NDC to purchase Goods and/or Services from the Supplier unless and until the order is set out in NDC's purchase order form, or NDC provides written acceptance of the Supplier's quotation, as the case may be.

“Services” means the services, including any deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

“Service Specification” means the description or specification for Services agreed in writing by NDC and the Supplier.

“Supplier” means the person or firm from whom NDC purchases the Goods or Services or Goods and Services, as detailed in the Order.

2. Interpretation

  1. 2.1 In these Conditions:
    1. 2.1.1 reference to a statute or statutory provision is a reference to such statute or statutory provision in force at the time the Contract is entered into and includes all subordinate legislation made under such statute or statutory provision;
    2. 2.1.2 headings used are to facilitate reference and are not to affect the interpretation or construction of the Contract;
    3. 2.1.3 references to the terms ‘include ’and ‘including ’shall be interpreted as if followed by the words ‘without limitation’; and
    4. 2.1.4 references to ‘in writing ’and ‘written ’shall include by email.

3. Basis of Contract

  1. 3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2. 3.2 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  3. 3.3 Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
  4. 3.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
  5. 3.5 All of these Conditions shall apply to the Supply of both Goods and Services except where the application to one or the other is specified.
  6. 3.6 The Order constitutes an offer by NDC to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions.
  7. 3.7 The Order shall be deemed to be accepted on the earlier of (i) the Supplier issuing written acceptance of the Order, or (ii) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (the “Commencement Date”).

4. API Ordering of Goods

  1. 4.1 Where the Order is being made by Application Programming Interface (“API”), this clause 4 shall apply.
  2. 4.2 These Conditions shall apply to each Order placed by NDC. No other terms are implied by trade, custom, practice or course of dealing, regardless of the terms and conditions of any use of the API.
  3. 4.3 The Order shall be the order provided via API, howsoever formed, and all references within these Conditions to the Order shall reflect this clause 4.3.
  4. 4.4 Each Order is an offer by NDC to buy the goods specified in the order (“Goods”) subject to these Conditions.
  5. 4.5 The Supplier shall provide an ability for Orders to be checked by NDC before final confirmation.
  6. 4.6 After NDC places an Order, the Supplier may provide an automatic acknowledgement email of receipt. NDC accepts such acknowledgement is not an acceptance of the Order. The Order acceptance will take place as described in clause 4.7.
  7. 4.7 The Order shall be deemed to be accepted by the Supplier on the earlier of the Supplier issuing an email or any other act by the Supplier which is consistent with fulfilling the Order, at which date the Contract shall come into existence. Each Order shall be a separate Contract.
  8. 4.8 If the Supplier is unable to supply the Goods in the Order for any reason, the Supplier will inform NDC of this by email promptly, and will not process the Order. If NDC has already paid for the Goods, the Supplier will refund the full amount including any delivery costs charged within 10 days.

5. Supply of Goods

  1. 5.1 The Supplier shall ensure that the Goods shall:
    1. 5.1.1 correspond with their description and any applicable Goods Specification;
    2. 5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by NDC, expressly or by implication, and in this respect NDC relies on the Supplier's skill and judgement;
    3. 5.1.3 be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
    4. 5.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
  2. 5.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
  3. 5.3 NDC may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
  4. 5.4 If following such inspection or testing NDC considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 5.1, NDC shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
  5. 5.5 NDC may conduct further inspections and tests after the Supplier has carried out its remedial actions.
  6. 5.6 The seller agrees to supply the goods described herein for export to the United States.

6. Delivery

  1. 6.1 The Supplier shall ensure that:
    1. 6.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
    2. 6.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
    3. 6.1.3 if the Supplier requires NDC to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
  2. 6.2 Where possible, the Supplier shall utilise sustainable packaging materials and eco-friendly methods of transport. However, this requirement shall not be to the detriment of, or otherwise cause a delay, in the Supplier delivering the Goods in accordance with the Delivery Date.
  3. 6.3 The Supplier shall deliver the Goods on the Delivery Date to NDC's address as set out in these Conditions unless otherwise stated in the Order (the “Delivery Location”). The Supplier shall deliver the Goods during Business Hours or as instructed by NDC.
  4. 6.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
  5. 6.5 The Supplier shall not deliver the Goods in instalments without NDC's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle NDC to the remedies set out in clause 8.1.
  6. 6.6 Title and risk in the Goods shall pass to NDC on completion of delivery.

7. Supply of Services

  1. 7.1 The Supplier shall from the date set out in the Order or if no date is specified, the Commencement Date, and for the duration of the Contract supply the Services to NDC in accordance with the terms of the Contract.
  2. 7.2 The Supplier shall meet any performance dates for the Services specified in the Order or that NDC notifies to the Supplier.
  3. 7.3 In providing the Services, the Supplier shall:
    1. 7.3.1 co-operate with NDC in all matters relating to the Services, and comply with all instructions of NDC;
    2. 7.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
    3. 7.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
    4. 7.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the deliverables shall be fit for any purpose that NDC expressly or impliedly makes known to the Supplier;
    5. 7.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
    6. 7.3.6 use the best quality goods, materials, standards and techniques, and ensure that the deliverables, and all goods and materials supplied and used in the Services or transferred to NDC, will be free from defects in workmanship, installation and design;
    7. 7.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
    8. 7.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of NDC's premises;
    9. 7.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by NDC to the Supplier (“NDC Materials”) in safe custody at its own risk, maintain NDC Materials in good condition until returned to NDC, and not dispose of or use NDC Materials other than in accordance with NDC's written instructions or authorisation;
    10. 7.3.10 not do or omit to do anything which may cause NDC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that NDC may rely or act on the Services; and
    11. 7.3.11 comply with any additional obligations as set out in the Order or Service Specification.

8. NDC remedies

  1. 8.1 If the Supplier fails to comply with its undertakings or obligations under any of clauses 5.1, 6.3 or 7.3.4 then, without limiting or affecting other rights or remedies available to it, NDC shall have one or more of the following rights and remedies, whether or not it has (where relevant) accepted the Goods or any deliverables under the Services:
    1. 8.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
    2. 8.1.2 to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
    3. 8.1.3 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
    4. 8.1.4 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
    5. 8.1.5 to recover from the Supplier any expenditure incurred by NDC in obtaining substitute goods, services or deliverables from a third party; and
    6. 8.1.6 to claim damages for any additional costs, loss or expenses incurred by NDC arising from the Supplier's failure to comply with its undertakings or obligations under any of clauses 5.1, 6.3 or 7.3.4.
  2. 8.2 These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
  3. 8.3 NDC's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

9. NDC's obligations

  1. 9.1 NDC shall:
    1. 9.1.1 provide the Supplier with reasonable access at reasonable times to NDC's premises for the purpose of providing the Services; and
    2. 9.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.

10. Product Hazard Information

  1. 10.1 NDC shall use reasonable endeavours to advise the Supplier as to whether Goods are intended for any matters that may affect their safe use or incorporation in other finished products. NDC is responsible for notifying any authority or organisation in relation to the Goods and/or Services if so required by law or under any rule, regulation or code or such authority or organisation.
  2. 10.2 The Supplier shall provide all necessary product hazard information and tracking numbers to ensure NDC is able to store and process the Goods and keep necessary records of transactions.
  3. 10.3 Where the Supplier is required to trace Goods under law, code or regulation, NDC shall share such information with the Supplier within a reasonable period following a request in writing.
  4. 10.4 NDC shall ensure that all reasonably practicable steps are taken to eliminate any risks to health and safety to which use or storage of the Goods could give rise.
  5. 10.5 Where NDC has a complaint about Goods or Services undertaken, NDC shall notify the Supplier's personnel and, where requested, endeavour to produce the relevant Goods for inspection. The Supplier shall undertake a suitable investigation of such complaint.

11. Charges and payment

  1. 11.1 The price for the Goods:
    1. 11.1.1 shall be the price set out in the Order, or otherwise agreed in writing between the parties; and
    2. 11.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by NDC.
  2. 11.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by NDC, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
  3. 11.3 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow NDC to inspect such records at all reasonable times on request.
  4. 11.4 In respect of the Goods, the Supplier shall invoice NDC on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice NDC on completion of the Services. Each invoice shall include such supporting information required by NDC to verify the accuracy of the invoice, including the relevant purchase order number.
  5. 11.5 In consideration of the supply of Goods and/or Services by the Supplier, NDC shall pay the invoiced amounts within 45 days of the date of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
  6. 11.6 All amounts payable by NDC under the Contract are exclusive of value added tax or other applicable sales or purchase tax (“VAT”). NDC shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such relevant amounts in respect of VAT.
  7. 11.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2.5% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from 30 days after the dispute is resolved until payment.
  8. 11.8 NDC reserve the right to at any time, without notice to the Supplier, set off any liability of the Supplier to NDC against any liability of NDC to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, NDC may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by NDC of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

12. Intellectual Property Rights

  1. 12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any NDC Materials) shall be owned by the Supplier.
  2. 12.2 The Supplier grants to NDC, or shall procure the direct grant to NDC of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the deliverables (excluding NDC Materials) for the purpose of receiving and using the Services and the deliverables.
  3. 12.3 NDC grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by NDC to the Supplier for the term of the Contract for the purpose of providing the Services to NDC.
  4. 12.4 The Supplier acknowledges that all rights in NDC Materials are and shall remain the exclusive property of NDC.
  5. 12.5 The Supplier warrants to NDC that in supplying the Goods and/or the Services to NDC, it is not infringing the Intellectual Property Rights of any third party. Where requested by NDC, the Supplier shall provide such supportive evidence and or permit reasonable inspections of its premises in order to assist with NDC's due diligence processes in such respects. The Supplier acknowledges that a breach of this clause 11.5 shall be deemed to be a material breach and, without limiting any of NDC's other rights or remedies under the Contract, shall permit NDC to terminate the Contract immediately pursuant to clause 17.2.1.

13. Indemnity

  1. 13.1 The Supplier shall indemnify NDC against all liabilities, costs, expenses, damages and losses (including 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) and all other professional costs and expenses) suffered or incurred by NDC arising out of or in connection with:
    1. 13.1.1 the Supplier's failure to comply with its undertakings or obligations under any of the clauses 5.1, 6.3 or 7.3.4;
    2. 13.1.2 any claim made against NDC for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding NDC Materials);
    3. 13.1.3 any claim made against NDC by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the deliverables, to the extent that the defects in the Goods or deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
    4. 13.1.4 any claim made against NDC by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
  2. 13.2 This clause 13 shall survive termination of the Contract.

14. Insurance

During the term of the Contract and for a period of 2 years afterwards, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to NDC on demand both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

15. Compliance with relevant laws and policies

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force and any policies NDC provides to the Supplier.

16. Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

17. Termination

  1. 17.1 Without affecting any other right or remedy available to it, NDC may terminate the Contract:
    1. 17.1.1 with immediate effect by giving written notice to the Supplier if:
      1. 17.1.1.1 there is a change of control of the Supplier; or
      2. 17.1.1.2 the Supplier commits a breach of clause 15.
    2. 17.1.2 for convenience by giving the Supplier 30 days written notice.
  2. 17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    1. 17.2.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    2. 17.2.2 the other party 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), obtaining a moratorium, 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; or
    3. 17.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

18. Consequences of Termination

  1. 18.1 On termination of the Contract, the Supplier shall immediately deliver to NDC all deliverables whether or not then complete and return all NDC Materials. If the Supplier fails to do so, then NDC may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
  2. 18.2 Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
  3. 18.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

19. Confidentiality

  1. 19.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, NDCs, clients or suppliers of the other party, except as permitted by clause 19.2.
  2. 19.2 Each party may disclose the other party's confidential information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 19 and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. 19.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

20. Force Majeure

  1. 20.1 “Force Majeure Event” means any circumstance not within a party's reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour dispute (but not including strikes or disputes relating to the Supplier's workforce), the imposition of additional tariffs, or interruption or delays in receipt of materials or bought-in goods due to any such event.
  2. 20.2 Provided it has complied with clause 20.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (the ‘Affected Party’), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
  3. 20.3 The Affected Party shall:
    1. 20.3.1 notify the other party promptly in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
    2. 20.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
  4. 20.4 Where such event continues for a period of 30 days or more, NDC may terminate the Contract on giving notice to the Supplier.

21. Assignment

  1. 21.1 NDC may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
  2. 21.2 The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of NDC.

22. Subcontracting

The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of NDC. If NDC consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

23. Notice

  1. 23.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or by email to the main email address used for the purposes of the Contract.
  2. 23.2 Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service and if sent by email shall be deemed to have been received on the date of sending provided that no error message is received and a confirming copy is sent by registered mail within 24 hours.
  3. 23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 24 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25. Waiver

  1. 25.1 Except as set out in clause 3.4, a waiver of any right or remedy is only effective if given in writing and signed by the party and shall not be deemed a waiver of any subsequent right or remedy.
  2. 25.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

26. No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

27. Third party rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

28. Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

29. Language

  1. 29.1 Any notice given under or in connection with this agreement shall be in English. All other documents provided under or in connection with this agreement shall be in English, or accompanied by a certified English translation.
  2. 29.2 The English language version of this agreement and any notice or other document relating to this agreement, shall prevail if there is a conflict with a translated version of this agreement.

30. Governing Law and Jurisdiction

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the courts of England.


Company:
NDC is the trading name of Northern Drives and Controls Limited

Registered Office:
Clarke Industrial Estate
St Modwen Road
Manchester
M32 0ZF

Company Registration Number:
Northern Drives and Controls Limited is a company registered in England and Wales with company number 03098497

VAT Registration Number:
32081827654

Group VAT Registration Number
GB 359 9620 48

Contacts:
+44(0)161 865 6026, info@ndc-uk.com


Version:
QCD803