Shipping policy
4. Delivery
4.1 The Goods shall be either:
(a) collected by the Customer from Nodor’s premises at 1525 Capital Drive, Suite 103, Carrollton, Texas 75006 or such other location as may be advised by Nodor prior to delivery (“Collection Location”) within 14 Business Days of Nodor notifying the Customer 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 (“Delivery Location”) at any time after Nodor notifies the Customer that the Goods are ready,
as set out in the Order.
4.2 Delivery is completed:
(a) where the Goods are collected by the Customer, on the completion of loading of the Goods at the Collection Location; or
(b) where the Goods are delivered by Nodor, on the completion of unloading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Nodor shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Nodor with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If Nodor fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer 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 Customer’s failure to provide Nodor with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 The Customer 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.
4.6 If the Customer fails to collect or accept delivery of the Goods within 10 Business Days of Nodor notifying the Customer that the Goods are ready, 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:
(a) Collection or delivery, as applicable, 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 Customer that the Goods were ready; and
(b) Nodor shall store the Goods until actual collection or delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which Nodor notified the Customer that the Goods were ready for collection or delivery the Customer has not collected or accepted actual delivery of them, Nodor may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.
4.8 If Nodor delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Nodor shall make a pro rata adjustment to the invoice for the Goods.
4.9 Nodor may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
4.10 Where delivery is made outside of the United States of America, the Customer is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the Goods as required from time to time and, if required by Nodor, the Customer shall make those licenses 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 merchantable (within the meaning of Section 2.314(b) of the Uniform Commercial Code of the State of Texas); and
(d) be fit for any purpose held out by Nodor.
5.2 Subject to Section 5.3, if:
(a) the Customer gives notice in writing to Nodor within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in Section 5.1;
(b) Nodor is given a reasonable opportunity to examine such Goods; and
(c) the Customer (if asked to do so by Nodor) returns such Goods to Nodor’s place of business at the Customer’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 Section 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with Section 5.2;
(b) the defect arises because the Customer 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;
(c) the defect arises as a result of Nodor following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Nodor;
(e) the defect arises as a result of normal wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this Section 5, Nodor shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Section 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Nodor.
5.6 EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 5.1, NODOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTY OF TITLE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Nodor receives payment in full (in cash or cleared funds) for the Goods, and any other goods that Nodor has supplied to the Customer, in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Section 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer 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 Section 8.1(b) to Section 8.1(d); and
(e) give Nodor such information as Nodor may require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 Subject to Section 6.5, the Customer 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 Customer 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 Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, Nodor may at any time for any reason:
(a) by notice in writing, terminate the Customer’s right under Section 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(c) if the Customer fails to do so promptly, enter any premises of the Customer 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 Customer 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 labor, materials and other manufacturing costs);
(b) any request by the Customer 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 Customer or failure of the Customer to give Nodor adequate or accurate information or instructions.
7.3 The price of the Goods:
(a) excludes amounts in respect of sales tax, which the Customer shall additionally be liable to pay to Nodor at the prevailing rate, subject to the receipt of a valid resale certificate; 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 the Customer.
7.4 Nodor may invoice the Customer for the Goods on or at any time after the completion of delivery. Payment shall be made in United States of America dollars ($), unless otherwise agreed by Nodor in writing in advance. In the event that Nodor accepts payment in an alternative currency, the Customer shall bear the cost of any currency fluctuations.
7.5 The Customer shall pay each invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account provided in writing by Nodor. Time for payment shall be of the essence of the Contract.
7.6 All payments shall be made in United States of America dollars ($) unless agreed otherwise in writing.
7.7 If the Customer fails to make a payment due to Nodor under the Contract by the due date for payment, then, without limiting Nodor’s remedies under Section 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this Section 7.7 will accrue each day at the lower of 18% per year or the maximum rate permitted by law.
7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding of tax as 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 Customer against any amount payable by Nodor to the Customer.