Nodor International:
Terms and Conditions

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NODOR INTERNATIONAL LIMITED CONDITIONS OF SALE
BACKGROUND: The following are the Conditions of Sale of Nodor International Limited (‘Nodor’) of South Road, Bridgend
Industrial Estate, Bridgend, CF31 3PT, UK (registered in England and Wales with company number 02886136). Nodor
concludes the Contract for the sale of goods only subject to these Conditions and the Buyer seeking to be supplied with
goods by Nodor accepts these Conditions of Sale shall govern the relations between the Buyer and Nodor (all as defined
below).
The Buyer’s attention is drawn in particular to the provisions of clause 9.
1. Interpretation
1.1 Definitions:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London and Cardiff are open for
business.
Buyer: the person or firm who purchases the Goods from Nodor.
Conditions of Sale: the terms and conditions set out in this document as amended from time to time in accordance with
clause 12.3.
Contract: the contract between Nodor and the Buyer for the sale and purchase of the Goods in accordance with these
Conditions of Sale.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control including pandemics, epidemics and
other crisis situations.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright 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 in or associated with the Goods.
Order: the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form or as agreed in writing between the
parties.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the
Buyer and Nodor.
1.2 Interpretation:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
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(b) a reference to a party includes its successors and permitted assigns.
(c) a reference to a statute or statutory provision is a reference to such statute or provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that
statute or statutory provision, as amended or re-enacted.
(d) any phrase introduced by the terms including, include, in particular, for example or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) a reference to writing or written includes emails.
2. Basis of contract
2.1 These Conditions of Sale apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or
incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions of Sale. The
Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are
complete and accurate.
2.3 The Order shall only be deemed to be accepted when Nodor issues a written acceptance of the Order, at which point the
Contract shall come into existence.
2.4 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any
documents of the Buyer that is inconsistent with these Conditions of Sale.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Nodor and any descriptions or illustrations
contained in Nodor’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the
Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by Nodor shall not constitute an offer. A quotation shall only be valid for a period of 30
Business Days from its date of issue.
3. Goods
3.1 The Goods are as described in Nodor’s catalogue as modified by any applicable Specification or as described in writing
between the parties.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer
shall indemnify Nodor 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 and other professional costs and
expenses) suffered or incurred by Nodor in connection with any claims made against Nodor for actual or alleged
infringement of a third party’s intellectual property rights arising out of or in connection with Nodor’s use of the
Specification. This clause 3.2 shall survive the termination of the Contract.
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3.3 Nodor reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory
requirement and Nodor shall notify the Buyer in any such event.
4. Delivery
4.1 Nodor shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order,
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.
4.2 The Goods shall be:
(a) collected by the Buyer from Nodor’s premises at South Road, Bridgend Industrial Estate, Bridgend, CF31
3PT, UK or such other location as may be advised by Nodor prior to delivery within 14 Business Days of
Nodor notifying the Buyer that the Goods are ready; or
(b) delivered by Nodor to the location set out in the Order or such other location as the parties may agree at any
time after Nodor notifies the Buyer that the Goods are ready,
(Delivery Location).
4.3 Delivery is completed:
(a) where the Goods are collected by the Buyer,, on the completion of loading of the Goods at the Delivery
Location; or
(b) where the Goods are delivered by Nodor, on the completion of unloading of the Goods at the Delivery
Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence, unless previously
agreed by Nodor in writing. Nodor shall not be liable for any delay in delivery of the Goods that is caused by a Force
Majeure Event or the Buyer’s failure to provide Nodor with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.5 If Nodor fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining
replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Nodor
shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure
Event or the Buyer’s failure to provide Nodor with adequate delivery instructions or any other instructions that are relevant
to the supply of the Goods.
4.6 The Buyer must notify Nodor in the event of any Goods missing in a delivery as soon as possible and no less than seven
(7) Business Days after the expected delivery date.
4.7 If the Buyer fails to collect the Goods within 10 Business Days of Nodor notifying the Buyer that the Goods are ready, or
fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or
Nodor’s failure to comply with its obligations under the Contract in respect of the Goods:
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(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after
the day on which Nodor notified the Buyer that the Goods were ready; and
(b) Nodor shall store the Goods until delivery takes place, and charge the Buyer for all related costs and
expenses (including insurance).
4.8 If 10 Business Days after the day on which Nodor notified the Buyer that the Goods were ready for delivery the Buyer has
not taken or accepted, actual, delivery of them, the Buyer may resell or otherwise dispose of part or all of the Goods and
charge the Buyer for any shortfall below the price of the Goods.
4.9 Nodor may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall
constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any
other instalment.
4.10 Where delivery is made outside of the UK, the Buyer is responsible for obtaining, at its own cost, such import licences and
other consents in relation to the Goods as required from time to time and, if required by Nodor, the Buyer shall make
those licences and consents available to Nodor prior to the relevant shipment.
5. Quality
5.1 Nodor warrants that on delivery the Goods shall:
(a) conform with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by Nodor.
5.2 Subject to clause 5.3, if:
(a) the Buyer gives notice in writing to Nodor within 14 days of discovery that some or all of the Goods do not
comply with the warranty set out in clause 5.1;
(b) Nodor is given a reasonable opportunity of examining such Goods; and
(c) the Buyer (if asked to do so by Nodor) returns such Goods to Nodor’s place of business at the Buyer’s cost,
Nodor shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 Nodor shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following
events:
(a) the Buyer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Buyer failed to follow Nodor’s oral or written instructions as to the storage,
commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice
regarding the same;
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(c) the defect arises as a result of Nodor following any drawing, design or Specification supplied by the Buyer;
(d) the Buyer alters or repairs such Goods without the written consent of Nodor;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working
conditions; or
(f) the Goods differ from their description or any Specification as a result of changes made to ensure they comply
with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Nodor shall have no liability to the Buyer in respect of the Goods’ failure to comply
with the warranty set out in clause 5.1.
5.5 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 the Contract.
5.6 These Conditions of Sale shall apply to any repaired or replacement Goods supplied by Nodor.
6. Title and risk
6.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
6.2 Title to the Goods shall not pass to the Buyer until the earlier of:
(a) Nodor receives payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall
pass at the time of payment; and
(b) The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in
clause 6.4.
6.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as
Nodor’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the
date of delivery;
(d) notify Nodor immediately if it becomes subject to any of the events listed in clause 8.1; and
(e) give Nodor such information relating to the Goods as Nodor may require from time to time.
6.4 Subject to clause 6.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise)
before Nodor receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as Nodor’s agent; and
(b) title to the Goods shall pass from Nodor to the Buyer immediately before the time at which resale by the Buyer
occurs.
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6.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 8.1, then,
without limiting any other right or remedy Nodor may at any time:
(a) by notice in writing, terminate the Buyer’s right under clause 6.5 to resell the Goods or use them in the
ordinary course of its business; and
(b) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably
incorporated into another product; and
(c) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are
stored in order to recover them.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Nodor’s
published price list in force as at the date of delivery.
7.2 Nodor may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any
increase in the cost of the Goods that is due to:
(a) any factor beyond Nodor’s control (including foreign exchange fluctuations, increases in taxes and duties, and
increases in labour, materials and other manufacturing costs);
(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the
Specification; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give Nodor adequate or accurate
information or instructions.
7.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to
Nodor at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, including any import,
customs or excise duties, which shall be invoiced to and payable by the Buyer.
7.4 Nodor may invoice the Buyer for the Goods on or at any time after the completion of delivery. Payment shall be made in
pounds sterling, unless otherwise agreed by Nodor in writing in advance. In the event that Nodor accepts payment in an
alternative currency, the Buyer shall bear the cost of any currency fluctuations.
7.5 The Buyer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment
shall be made to the bank account nominated in writing by Nodor. Time for payment is of the essence.
7.6 All payments shall be made in pounds sterling (£) unless agreed otherwise in writing.
7.7 If the Buyer fails to make any payment due to Nodor under the Contract by the due date for payment, then without limiting
Nodor’s remedies under clause 9, the Buyer shall pay interest on the overdue amount at the rate of 8% per annum above
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the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until
actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with
the overdue amount.
7.8 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding
(except for any deduction or withholding required by law). Nodor may at any time, without limiting any other rights or
remedies it may have, set off any amount owing to it by the Buyer against any amount payable by Nodor to the Buyer.
8. Termination
8.1 Without limiting its other rights or remedies, Nodor may terminate this Contract with immediate effect by giving written
notice to the Buyer if:
(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to
remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Buyer 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;
(c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of
its business; or
(d) the Buyer’s financial position deteriorates to such an extent that in Nodor’s opinion the Buyer’s capability to
adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, Nodor may suspend provision of the Goods under the Contract or any other
contract between the Buyer and Nodor if the Buyer becomes subject to any of the events listed in clause 8.1(a) to clause
8.1(d), or Nodor reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay
any amount due under this Contract on the due date for payment.
8.3 Without limiting its other rights or remedies, Nodor may terminate the Contract with immediate effect by giving written
notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Buyer shall immediately pay to Nodor all of Nodor’s outstanding unpaid
invoices and interest and, in respect of Goods supplied by for which no invoice has been submitted, Nodor shall submit an
invoice, which shall be payable by the Buyer immediately upon receipt.
8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination,
including the right to claim damages in respect of any breach of this Contract that existed at or before the date of
termination.
8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after
termination shall remain in full force and effect.
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9. Limitation of liability
9.1 Nothing in this Contract shall limit or exclude Nodor’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective Goods under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Nodor to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) Nodor shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of
agreements or contracts, loss of anticipated savings, loss of use or corruption software, data information, loss
of or damage to goodwill or any indirect or consequential loss arising under or in connection with the Contract;
and
(b) Nodor’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract,
whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed 100% of the price of the Goods.
9.3 This clause 9 shall survive the termination of the Contract.
10. Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its
obligations under this Contract if such delay or failure result from a Force Majeure Event. In such circumstances, the
affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay
or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 30 days written
notice to the affected party.
11. Intellectual property rights
11.1 The Buyer acknowledges that:
(a) the Intellectual Property Rights in the Goods are the property of Nodor’s (or its licensor’s);
(b) nothing in this Contract shall be construed as conferring any licence or granting any rights in favour of the
Buyer in relation to the Intellectual Property Rights. Nodor asserts its full rights to control the use of its trade
marks within the United Kingdom and the Buyer shall assist Nodor as required in preventing parallel importers
from diluting Nodor’s rights; and
(c) any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of Nodor or
any other owner of the trade marks from time to time.
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11.2 The Buyer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary legends or
identification from the Goods.
11.3 The Buyer shall not use or seek to register any trade mark or trade name (including any company name) which is identical
to, confusingly similar to or incorporates any trade mark or trade name which the Buyer owns or claims rights in anywhere
in the world.
11.4 If at any time it is alleged that the Goods infringe the rights of any third party or if, in Nodor’s reasonable opinion, such an
allegation is likely to be made, Nodor may at its option and its own cost:
(a) modify or replace the Goods in order to avoid the infringement;
(b) procure for the Buyer the right to continue using the Goods; or
(c) repurchase the Goods at the price paid by the Buyer, less depreciation at the rate Nodor applies to its own
equipment.
11.5 The Buyer shall promptly and fully notify Nodor of:
(a) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the
Buyer’s notice; and
(b) any claim by any third party that comes to the Buyer’s notice that the sale or advertisement of the Goods
infringes the rights of any person.
11.6 The Buyer agrees (at Nodor’s request and expense) to do all such things as may be reasonably required to assist Nodor
in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 11.5.
11.7 In the event of any claim, proceeding or suit by a third party against the Buyer alleging an infringement of any Intellectual
Property Right connected with the Goods, Nodor shall defend the Buyer at Nodor’s expense, subject to:
(a) the Buyer promptly notifying Nodor in writing of any such claim, proceeding or suit; and
(b) Nodor being given sole control of the defence of the claim, proceeding or suit,
and provided that Nodor shall not be liable for infringements to the extent that they arise out of or in connection with
modifications to the Goods made by anyone except Nodor or its authorised representative, or out of use or combination of
the Goods with Goods or third party materials not specified or expressly approved in advance in writing by Nodor, or
where the claim, proceeding or suit arises from Nodor’s adherence to the Buyer’s requested changes to the Specification
or from infringing items of the Buyer’s origin, design or selection.
11.8 Nodor shall reimburse the Buyer with an amount equal to any reasonable cost, expense or legal fees incurred at Nodor’s
written request or authorisation and shall indemnify the Buyer against any liability assessed against the Buyer by final
judgement on account of an infringement described in clause 11.7.
12. General
12.1 Assignment and other dealings.
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(a) Nodor may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal
in any other manner with all or any of its rights or obligations under the Contract.
(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with any or all of its rights or obligations under the Contract without the prior written consent
of Nodor.
12.2 Entire agreement.
(a) This 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.
(b) 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 the Contract.. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
12.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their
authorised representatives).
12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
12.5 Severance. If any provision or part-provision of the Contract 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 clause shall not affect the validity and enforceability of the rest of the Contract.
12.6 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract 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 clause, and shall be delivered personally, sent by pre-paid first class post or other next working day
delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at
the address referred to in clause 12.6(a); 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; if delivered by commercial courier, on the date
and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after
transmission.
(c) The provisions of this clause shall 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.
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12.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to
enforce any of its terms.
12.8 Governing law. 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 law of
England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract
or its subject matter or formation.