Last updated: September 2026
TERMS AND CONDITIONS OF SALE
1. Interpretation
1.1 Definitions
In these Conditions, the following definitions apply:
Acknowledgement of Order: any written or electronic communication issued by Ovlanta acknowledging receipt of an Order, including an automated website or email order confirmation.
Business Day: a day other than a Saturday, Sunday or public holiday on which banks in London are open for business.
Conditions: these terms and conditions of sale.
Contract: the contract between Ovlanta and the Customer for the sale and purchase of Goods under these Conditions.
Customer: the person, firm, company or other business entity purchasing Goods from Ovlanta.
Delivery: delivery of the Goods in accordance with Clause 5 and the applicable Order, Quotation, website information or agreed delivery terms.
Delivery Location: the delivery address specified by the Customer or otherwise agreed in writing by Ovlanta.
Force Majeure Event: an event described in Clause 11.
Goods: the goods, products, equipment, components or any part of them specified in an Order.
Order: an order submitted by the Customer for Goods, whether through Ovlanta’s website, by email, pursuant to a Quotation or by another method accepted by Ovlanta.
Quotation: a quotation issued by Ovlanta.
Specification: any specification, drawing, plan, requirement, design or other technical information supplied by or on behalf of the Customer.
Ovlanta / Supplier: OVLANTA LTD, a company incorporated in England and Wales under company number 17252070, whose registered office is at Rough Nook Farm, 112 Mill Moor Road, Meltham, Holmfirth, West Yorkshire, HD9 5LW.
1.2 Interpretation
In these Conditions, unless the context requires otherwise:
1.2.1 a reference to legislation includes that legislation as amended, extended, re-enacted or replaced from time to time together with any subordinate legislation made under it;
1.2.2 a reference to a person includes an individual, corporate body, partnership or unincorporated association;
1.2.3 a reference to a party includes its successors and permitted assigns;
1.2.4 writing or written includes email and other electronic communication accepted by Ovlanta; and
1.2.5 words such as including, include, in particular and similar expressions are illustrative and do not limit the meaning of the words preceding them.
2. Basis of Contract
2.1 Application of Conditions
These Conditions apply to every Contract to the exclusion of any other terms or conditions proposed or incorporated by the Customer, whether contained in a purchase order, specification, acknowledgement, correspondence or otherwise, unless expressly accepted by Ovlanta in writing.
2.2 Business Customers Only
Ovlanta supplies Goods for business use and these Conditions are intended to apply exclusively to business-to-business transactions.
By placing an Order, the Customer confirms that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession and is not purchasing as a consumer.
Ovlanta may, at its discretion, decline any Order which it reasonably considers to have been placed by a consumer or otherwise falls outside Ovlanta’s intended business-to-business sales model.
2.3 Entire Agreement
The Contract constitutes the entire agreement between the parties in relation to the relevant Order.
The Customer acknowledges that it has not relied upon any statement, promise, representation, assurance or warranty not expressly set out in the Contract.
2.4 Customer’s Order
An Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
The Customer is responsible for ensuring that the Order, Delivery Location, Specification and all information supplied to Ovlanta are complete and accurate.
2.5 Acceptance of Orders
An automated order confirmation, payment confirmation, Acknowledgement of Order or other communication generated by Ovlanta’s website acknowledging receipt of an Order shall constitute acknowledgement of receipt only and shall not, by itself, constitute acceptance of the Order.
Ovlanta may, at its sole discretion, accept or decline any Order.
A Contract shall come into existence only when Ovlanta expressly confirms that the Order has been accepted for fulfilment or dispatch, or otherwise confirms acceptance in writing.
Receipt, authorisation or processing of payment shall not, of itself, constitute acceptance of an Order.
Where Ovlanta declines an Order after receiving payment, Ovlanta shall refund the amount received in respect of the Goods which have not been accepted.
2.6 Product Information
Any samples, drawings, photographs, illustrations, descriptions, dimensions, catalogue material, technical data, website content or advertising are provided principally to indicate the general nature of the Goods.
Unless expressly confirmed otherwise by Ovlanta in writing, such material does not form part of the Contract and does not constitute a contractual representation or warranty.
Minor variations which do not materially affect the function of the Goods shall not constitute a breach of Contract.
3. Goods and Customer Specifications
3.1 Description of Goods
The Goods shall be those described on Ovlanta’s website, in the applicable Quotation, Order confirmation or other written documentation issued by Ovlanta, as applicable.
3.2 Availability
All Goods are subject to availability.
Where Ovlanta is unable to supply Goods for any reason, Ovlanta may, at its discretion:
a. offer alternative or replacement Goods;
b. agree a revised delivery date; or
c. decline or cancel the affected part of the Order.
Where payment has already been received for Goods which Ovlanta elects not to supply, Ovlanta shall refund the amount paid for those Goods.
3.3 Specification Changes
Ovlanta may make changes to the specification, source, manufacture, packaging or configuration of Goods where reasonably necessary to:
a. comply with applicable law or regulation;
b. comply with manufacturer requirements;
c. address product availability or supply-chain changes; or
d. implement technical improvements,
provided that such changes do not materially reduce the principal functionality of the Goods.
3.4 Customer Specifications
Where the Customer provides a Specification, design, drawing or other requirement, the Customer shall indemnify Ovlanta against all liabilities, costs, expenses, damages and losses arising from any actual or alleged infringement of a third party’s intellectual property rights resulting from Ovlanta’s, a manufacturer’s or a supplier’s use of that Specification.
This indemnity includes reasonable legal and professional costs and shall survive termination of the Contract.
3.5 Incorporation into Other Products
Where Goods are incorporated into, connected to, installed within or used in conjunction with any equipment, system, machinery or other product manufactured, assembled or supplied by the Customer or a third party, the Customer shall:
3.5.1
provide, upon reasonable request, relevant instructions, warnings and other information relating to the equipment or system in which the Goods are used;
3.5.2
maintain adequate records enabling the relevant Goods or batches of Goods to be identified and, where appropriate, traced or recalled; and
3.5.3
indemnify Ovlanta against liabilities, costs, expenses, damages and losses arising from claims concerning the wider equipment, machinery, system or product where:
a. the Goods supplied by Ovlanta were not defective;
b. the Goods became defective as a result of an act or omission of the Customer or a third party;
c. the claim arises from Customer-supplied materials, software, installation, instructions or Specifications; or
d. the Goods were supplied in accordance with the Customer’s Specification or drawing.
3.6 Defective Goods
For the purposes of Clause 3.5, the meaning of defective shall, where applicable, be consistent with the Consumer Protection Act 1987.
3.7 Product Recalls
The Customer shall provide such reasonable assistance as may be reasonably requested by Ovlanta in connection with an urgent product safety issue or recall.
3.8 Instructions and Warnings
The Customer shall pass on to its customers, users and other relevant parties all material safety instructions, information and warnings provided with or in relation to the Goods.
4. Price and Payment
4.1 Price
Subject to these Conditions, the price of the Goods shall be:
a. the price displayed on Ovlanta’s website when the Order is submitted;
b. the price stated in the applicable Quotation; or
c. such other price as Ovlanta has expressly agreed in writing.
Where there is any inconsistency between prices, the price expressly confirmed by Ovlanta for the relevant Order shall prevail.
4.2 Pricing Errors and Price Adjustments
Ovlanta shall not be obliged to supply Goods at a price which is clearly incorrect as a result of a typographical, administrative, technical, website or other pricing error.
Ovlanta may, at its discretion, adjust an agreed or quoted price prior to shipment where the cost of supplying the Goods has materially increased due to circumstances outside Ovlanta’s reasonable control, including changes in:
a. manufacturer or supplier pricing;
b. foreign exchange rates;
c. freight or insurance;
d. duties, tariffs or taxes;
e. labour, materials or energy costs; or
f. other material supply-chain costs,
or as a result of changes requested by the Customer.
Where payment has already been received, Ovlanta may, at its discretion:
a. require payment of the additional amount before shipment; or
b. cancel the affected Goods and refund the amount paid for those Goods.
4.3 Delivery and Import Charges
Transport, freight, insurance, customs clearance, duties, taxes and other delivery or import-related costs shall be dealt with in accordance with the information displayed on Ovlanta’s website or checkout or as stated in the applicable Order, Quotation or agreed delivery term.
Where there is any inconsistency, the terms expressly confirmed by Ovlanta in writing for the relevant Order shall prevail.
4.4 VAT and Taxes
Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable sales or consumption tax.
The Customer shall pay any VAT or other tax which is legally chargeable.
4.5 Website Payments
For purchases made through Ovlanta’s website at www.ovlanta.com, payment in full will normally be required when the Order is placed unless Ovlanta has expressly agreed alternative payment terms.
4.6 Credit Terms
Ovlanta may, entirely at its discretion, offer credit terms to selected customers.
Any credit facility is subject to Ovlanta’s written approval, credit assessment and any conditions imposed by Ovlanta.
The provision of credit terms on one Order shall not oblige Ovlanta to offer credit on any subsequent Order.
4.7 Payment Due Date
Where credit terms have been approved, invoices shall be paid in cleared funds by the due date specified on the invoice or otherwise agreed by Ovlanta in writing.
Time for payment shall be of the essence.
4.8 Late Payment
If an amount is overdue, Ovlanta may charge interest on the overdue amount at a rate of 4% per annum above the applicable Bank of England base rate, accruing daily from the due date until payment, whether before or after judgment.
Ovlanta’s rights under this Clause are in addition to any statutory right to interest, compensation or recovery costs available to it.
4.9 No Set-Off
The Customer shall pay all amounts due to Ovlanta in full without set-off, counterclaim, deduction or withholding except where required by law.
Ovlanta may set off any amount owed to it by the Customer against any amount payable by Ovlanta to the Customer.
4.10 Withdrawal of Credit
Ovlanta may suspend, amend or withdraw credit facilities at any time at its discretion.
Without limitation, Ovlanta may require immediate payment of outstanding or future amounts where:
a. payment is late;
b. the Customer’s financial position has deteriorated;
c. Ovlanta reasonably considers its credit exposure to have increased; or
d. Ovlanta has reasonable concerns regarding the Customer’s ability to pay.
5. Delivery and Direct Shipment
5.1 Direct Shipment
Unless Ovlanta expressly states otherwise on its website, in a Quotation or in its written confirmation of an Order, Goods may be shipped directly to the Customer from the relevant manufacturer, production facility, warehouse, logistics provider or other location nominated by Ovlanta.
Such location may be within or outside the United Kingdom.
Ovlanta may, at its discretion, determine the appropriate manufacturing, fulfilment and shipping route for each Order.
5.2 Third-Party Fulfilment
Ovlanta may appoint manufacturers, suppliers, logistics providers, freight forwarders, customs agents, carriers, couriers and other third parties to fulfil any part of an Order.
Such arrangements shall not create any contractual or agency relationship between the Customer and the relevant third party.
5.3 Delivery Terms
The applicable Delivery Location and responsibility for transport, customs clearance, duties, taxes and other import-related costs shall be as stated on Ovlanta’s website, during checkout, in the applicable Order or Quotation or otherwise confirmed by Ovlanta in writing.
Where an Incoterm applies, the applicable Incoterm and version shall be stated in the relevant documentation.
5.4 Delivery Documentation
Ovlanta may provide shipment documentation, tracking information and other delivery information electronically.
5.5 Delivery Dates and Lead Times
Any delivery date or lead time displayed on Ovlanta’s website or stated in a Quotation, Order confirmation or other communication is an estimate only.
Time for delivery shall not be of the essence.
Ovlanta shall not be liable for delay caused by:
a. a Force Majeure Event;
b. a manufacturer or supplier;
c. a carrier, courier, freight forwarder or logistics provider;
d. customs, border or regulatory processes;
e. transport or port disruption;
f. component or product shortages; or
g. any failure by the Customer to provide complete and accurate information.
Ovlanta may, at its discretion, revise estimated delivery dates or make delivery in one or more instalments.
5.6 Failure to Deliver
Subject to Clause 10.1 and to the fullest extent permitted by law, where Ovlanta is unable to deliver all or any part of an Order, Ovlanta may, at its sole discretion:
a. arrange alternative or replacement Goods;
b. agree a revised estimated delivery date; or
c. cancel the affected part of the Order and refund any amount paid for the undelivered Goods.
Where Ovlanta elects to cancel the affected Goods and refund the amount paid for them, that refund shall constitute the Customer’s sole remedy in relation to the failure to deliver.
Ovlanta shall not be liable for additional costs incurred by the Customer in purchasing replacement goods from another supplier or for resulting project delay, loss of production, profit, revenue, business, opportunity or other consequential loss, subject always to Clause 10.1.
5.7 Instalments
Ovlanta may, at its discretion, fulfil an Order in one or more instalments, including where the Customer has paid for the Order in full in advance.
Each instalment may be treated separately.
Delay, non-delivery or defect affecting one instalment shall not entitle the Customer to reject, cancel or obtain a refund for unaffected instalments or Goods.
Where an instalment cannot be supplied, Clause 5.6 shall apply only to the affected instalment or Goods.
5.8 Inspection
The Customer shall inspect Goods promptly following delivery and shall notify Ovlanta promptly of any apparent shortage, damage, incorrect Goods or other issue.
5.9 Failed or Refused Delivery
Where delivery is refused, delayed, unsuccessful or otherwise prevented by the Customer or by circumstances within the Customer’s control, Ovlanta may recover all reasonable additional costs arising from:
a. storage;
b. redelivery;
c. insurance;
d. carrier or courier charges;
e. customs charges; and
f. other associated logistics expenses.
6. Risk and Title
6.1 Risk
Risk in the Goods shall pass to the Customer in accordance with the delivery term applicable to the relevant Order.
6.2 Title
Title to the Goods shall not pass to the Customer until Ovlanta has received payment in full and in cleared funds for:
a. the relevant Goods; and
b. all other amounts then due to Ovlanta from the Customer in respect of Goods supplied.
6.3 Until Title Passes
Until title passes to the Customer, the Customer shall, where reasonably practicable:
a. keep the Goods identifiable;
b. not remove or obscure identifying marks or packaging;
c. maintain the Goods in satisfactory condition;
d. adequately insure them where risk has passed;
e. notify Ovlanta promptly of any insolvency-related event; and
f. provide information reasonably requested by Ovlanta concerning the location and status of the Goods.
7. Non-Cancellable and Non-Returnable Goods
7.1 NCNR Basis
Unless expressly agreed otherwise by Ovlanta in writing before an Order is accepted, all Goods are supplied on a non-cancellable, non-returnable (“NCNR”) basis.
7.2 Customer Cancellation
Once an Order has been accepted, the Customer may not cancel, defer, reduce, amend or return the Goods merely because:
a. its requirements have changed;
b. the Goods are no longer required;
c. a project has been delayed or cancelled;
d. the Customer has ordered incorrectly; or
e. the Customer is unable to resell or use the Goods.
7.3 Discretionary Cancellation
Where the Customer requests cancellation, amendment or deferment after acceptance, Ovlanta may, at its sole discretion, attempt to obtain corresponding cancellation, amendment or deferment from the relevant manufacturer or supplier.
Ovlanta shall have no obligation to do so.
Where cancellation or amendment is refused or is subject to cancellation, restocking, engineering, production, administration, freight or other charges, Ovlanta may require the Customer to pay those charges together with any other reasonable costs or losses incurred by Ovlanta.
7.4 Returns
Any acceptance of a return, cancellation, amendment, exchange or credit by Ovlanta shall be entirely at Ovlanta’s discretion and shall only be effective when expressly confirmed in writing by Ovlanta.
Ovlanta may impose conditions on any return, including:
a. prior return authorisation;
b. return within a specified period;
c. return of Goods unused, undamaged and in their original packaging;
d. payment of return freight costs; and
e. a reasonable inspection, administration or restocking charge.
Nothing in this Clause limits any right which cannot lawfully be excluded.
7.5 Bespoke and Specially Procured Goods
Without limitation, Goods which are bespoke, configured, modified, specially procured, allocated from production, manufactured to order or identified by a manufacturer or supplier as non-cancellable or non-returnable shall remain binding upon the Customer once the relevant Order has been accepted.
7.6 Resale Following Cancellation
Where Ovlanta agrees, at its sole discretion, to cancellation of an Order and subsequently resells the affected Goods, Ovlanta may, but shall not be obliged to, take the net proceeds of resale into account when determining any amount payable by or refundable to the Customer.
Ovlanta shall first be entitled to deduct all costs, charges, losses and expenses associated with the original Order, cancellation, storage, administration and resale.
8. Manufacturer’s Warranty
8.1 Manufacturer Warranty
Unless Ovlanta expressly states otherwise in writing, Ovlanta does not provide an independent or additional product warranty.
To the extent available, Ovlanta will pass through to the Customer the benefit of the original manufacturer’s standard warranty applicable to the Goods.
Any extended manufacturer warranty shall apply only where expressly purchased and stated in the relevant Order or Quotation.
8.2 Warranty Conditions
The duration, scope, exclusions, remedies and conditions of any manufacturer warranty shall be determined by the original manufacturer.
Details of an applicable manufacturer warranty may be requested from Ovlanta before purchase.
8.3 Warranty Claims
During an applicable manufacturer warranty period, Ovlanta will use reasonable endeavours to liaise with the manufacturer in connection with a warranty claim properly notified by the Customer.
Ovlanta does not guarantee that any manufacturer will approve or accept a warranty claim.
8.4 Warranty Remedies
Subject to rights which cannot lawfully be excluded, no refund, replacement, credit or other remedy shall be due from Ovlanta in respect of a manufacturer warranty claim unless and until:
a. the relevant claim has been accepted by the manufacturer; and
b. the corresponding remedy, replacement, credit or funds have been made available by the manufacturer to Ovlanta.
Subject to applicable law, the manufacturer’s determination of a warranty claim shall be final.
8.5 Warranty Liability
Except to the extent liability cannot lawfully be excluded or limited, Ovlanta shall have no liability beyond the manufacturer warranty obligations expressly passed through under this Clause.
8.6 Implied Terms
To the fullest extent permitted by law, all conditions, warranties and other terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 are excluded from the Contract.
To the extent that any such term cannot lawfully be excluded, Ovlanta’s liability for breach of that term shall be subject to the exclusions and limitations contained in these Conditions, including Clause 10.
8.7 Replacement Goods
These Conditions shall apply to repaired or replacement Goods supplied pursuant to a warranty claim.
9. Termination and Suspension
9.1 Termination Events
Subject to applicable insolvency law, Ovlanta may terminate a Contract immediately by written notice where the Customer becomes subject to an event described in Clause 9.2.
9.2 Relevant Events
The events referred to in Clause 9.1 include, without limitation:
a. the Customer becoming unable to pay its debts as they fall due;
b. the Customer entering into negotiations, compromises or arrangements with creditors;
c. winding-up, administration, receivership, bankruptcy or analogous proceedings being commenced in relation to the Customer;
d. the Customer’s assets being seized or subject to enforcement;
e. the Customer ceasing or threatening to cease all or a substantial part of its business;
f. Ovlanta reasonably considering that the Customer’s financial position or creditworthiness has materially deteriorated; or
g. the Customer becoming subject to an equivalent or analogous event in any jurisdiction.
9.3 Suspension
Subject to applicable law, Ovlanta may suspend delivery, manufacture, procurement or further performance under any Contract where:
a. any payment is overdue;
b. the Customer becomes subject to an event described in Clause 9.2;
c. Ovlanta reasonably believes such an event is imminent; or
d. Ovlanta reasonably considers that continued performance would expose it to a material financial, legal, sanctions, compliance or supply-chain risk.
9.4 Payment on Termination
On termination of a Contract, the Customer shall immediately pay all outstanding invoices, interest, costs and other amounts which have become due.
Where Goods have been manufactured, ordered, allocated, committed or procured on behalf of the Customer before termination, Ovlanta may require payment of costs and liabilities already incurred to the extent permitted by law.
9.5 Accrued Rights
Termination or expiry shall not affect any accrued rights, remedies, obligations or liabilities.
Any provision which is expressly or by implication intended to survive termination shall remain in force.
10. Limitation of Liability
10.1 Liability Which Cannot Be Excluded
Nothing in these Conditions shall exclude or limit Ovlanta’s liability to the extent that such liability cannot lawfully be excluded or limited, including liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d. any other liability which cannot lawfully be excluded or limited.
10.2 Excluded Losses
Subject to Clause 10.1, Ovlanta shall not be liable, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, for:
a. loss of profit;
b. loss of revenue;
c. loss of production;
d. loss of business;
e. loss of anticipated savings;
f. loss of margin;
g. loss of opportunity;
h. loss of goodwill or reputation;
i. loss of use;
j. loss or corruption of data;
k. project delay;
l. third-party claims; or
m. any indirect or consequential loss.
10.3 Aggregate Liability Cap
Subject to Clause 10.1, Ovlanta’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, shall not exceed 100% of the net price actually paid by the Customer to Ovlanta for the specific Goods giving rise to the claim.
Where a claim relates only to part of an Order, the liability cap shall be calculated solely by reference to the net price paid for the affected Goods and not by reference to the value of the entire Order.
10.4 Product Selection
The Customer acknowledges that it has sufficient expertise to select and procure Goods for its intended application and has had an opportunity to review the relevant specifications.
Unless Ovlanta has expressly accepted responsibility for a particular design or application in writing, the Customer remains responsible for satisfying itself that the Goods are appropriate for its intended purpose, system, equipment and operating environment.
Subject to Clause 10.1, Ovlanta shall not be liable for losses arising from the Customer’s incorrect product selection or from reliance upon general product-selection assistance, suggestions or technical information provided by Ovlanta.
10.5 Customer Insurance
The Customer is responsible for maintaining appropriate insurance against risks and losses which exceed or fall outside the liability accepted by Ovlanta under these Conditions.
10.6 Allocation of Risk
The Customer acknowledges that Ovlanta’s pricing and willingness to supply Goods are based upon the allocation and limitation of risk contained in these Conditions, including Clauses 5, 7, 8, 10 and 11.
11. Force Majeure
11.1 No Liability for Force Majeure
Ovlanta shall not be liable for any failure or delay in performing its obligations under a Contract to the extent caused by a Force Majeure Event.
11.2 Force Majeure Event
A Force Majeure Event means an event, circumstance or cause beyond Ovlanta’s reasonable control.
Such events include, without limitation:
a. strikes, lock-outs and industrial disputes;
b. failure or interruption of utilities or communications;
c. failure or disruption of transport or logistics networks;
d. acts of God;
e. war, armed conflict, terrorism, riot or civil disturbance;
f. government, regulatory or military action;
g. international or national emergency;
h. malicious damage;
i. machinery, infrastructure or systems failure;
j. fire, explosion, flood, storm or earthquake;
k. contamination;
l. epidemic or pandemic;
m. natural disaster or extreme weather;
n. customs delays or disruption;
o. border or port closures;
p. sanctions, trade restrictions, tariffs or export or import restrictions;
q. shortages of products, components, materials or transport capacity; and
r. default, delay, insolvency or failure of manufacturers, suppliers, carriers, couriers, logistics providers or subcontractors where such event is outside Ovlanta’s reasonable control.
11.3 Ovlanta’s Options
Where a Force Majeure Event affects performance, Ovlanta may, at its discretion:
a. suspend performance;
b. extend the estimated delivery period;
c. allocate available stock or supply between customers;
d. source alternative Goods where reasonably practicable; or
e. cancel the affected part of the Contract and refund any amount paid for Goods which Ovlanta elects not to supply.
12. General
12.1 Assignment and Subcontracting
12.1.1 Ovlanta
Ovlanta may assign, transfer, subcontract, charge or otherwise deal with any of its rights or obligations under a Contract.
12.1.2 Customer
The Customer may not assign, transfer, subcontract, charge, declare a trust over or otherwise deal with any of its rights or obligations under a Contract without Ovlanta’s prior written consent.
12.2 Notices
Any formal notice under or in connection with a Contract shall be in writing and may be delivered:
a. personally;
b. by prepaid first-class post;
c. by recognised next-working-day delivery service;
d. by commercial courier; or
e. by email,
to the relevant registered office, principal place of business, email address or other address notified for that purpose.
A notice shall be deemed received:
a. when delivered personally;
b. at 9.00 am on the second Business Day after posting by first-class post;
c. when recorded as delivered by a courier; or
d. one Business Day after transmission by email, provided that no delivery-failure notification has been received.
This Clause does not apply to service of legal proceedings or documents in legal proceedings.
12.3 Severance
If any provision or part of a provision of these Conditions is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part shall be treated as deleted without affecting the validity and enforceability of the remaining provisions.
12.4 Waiver
No waiver shall be effective unless given in writing.
A failure or delay by Ovlanta in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy.
12.5 Third-Party Rights
A person who is not a party to the Contract shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.6 Variations
No variation to a Contract or these Conditions shall be effective unless agreed in writing by Ovlanta.
Any additional or conflicting term contained in a Customer purchase order, procurement portal, supplier questionnaire or other Customer document shall have no effect unless expressly accepted in writing by Ovlanta.
12.7 Governing Law
The Contract and any dispute or claim arising out of or in connection with it, its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.8 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract, its subject matter or formation, including non-contractual disputes or claims.