TERMS & CONDITIONS - SUPPLY OF GOODS AND SERVICES
Business Customers | Version 2026.1
1. Application and definitions
'Company' means OPT Services Ltd; 'Customer' means the business purchasing Goods and/or Services; 'Contract' means the Customer's order accepted by the Company, together with the applicable Quotation, these Terms and any special terms agreed in writing; 'Goods' and 'Services' mean those described in the Quotation; and 'Intellectual Property Rights' includes patents, copyright, design rights, database rights, trade marks, know-how and other intellectual property rights, whether registered or unregistered.
2. Contract formation and precedence
The Contract constitutes the entire agreement for the relevant supply and supersedes prior discussions relating to it. If documents conflict, the order of precedence is: (1) any special terms expressly agreed by the Company; (2) the Quotation; and (3) these Terms. Customer terms contained in a purchase order or other document do not apply unless expressly accepted in writing by an authorised representative of the Company. No variation or waiver is effective unless in writing and agreed by the Company.
3. Prices and payment
Prices are defined in the quotation that the Customer receives via e-mail. Quotations are valid for a period of 30 days. Company reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Prices are exclusive of VAT, packaging, carriage and other applicable charges unless stated otherwise. The Company may charge reasonable additional costs caused by a Customer request, delay, default or change, and may adjust prices before delivery where its costs increase due to matters outside its reasonable control, provided the Customer is notified. Invoices are payable in pounds sterling within 30 days of invoice date unless otherwise agreed. The Customer shall pay amounts due without set-off, counterclaim or deduction except where required by law. For overdue invoices the Company may charge interest, fixed compensation and reasonable recovery costs to the fullest extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and associated regulations. The Company may suspend further performance while undisputed sums remain overdue.
4. Delivery and performance
Delivery/performance dates are estimates unless expressly agreed in writing to be binding; time is not of the essence. Delivery of Goods occurs when they are delivered to the agreed address, made available for Customer collection, or collected by the Customer's carrier, as applicable. Services are completed when the agreed Services and outputs have been made available in accordance with the Quotation. The Customer shall promptly provide all information, access, approvals and cooperation reasonably required. Damage, shortage or non-delivery should be notified in writing as soon as reasonably practicable and, where reasonably possible, within 10 working days. The Company is not responsible for delays caused by the Customer or events outside the Company's reasonable control.
5. Risk and title
Risk in Goods passes on delivery. Title to Goods remains with the Company until the Company has received in cleared funds all sums due for those Goods. Until title passes, the Customer shall keep the Goods identifiable, appropriately stored and insured and shall not create any security interest over them. Where lawful and reasonably practicable following payment default, the Company may require the Customer to return unpaid Goods and may enter business premises at a reasonable time, on reasonable notice where practicable, to recover identifiable Goods to which the Company retains title. Ownership of service outputs and Intellectual Property Rights is dealt with under clause 10.
6. Changes and cancellation
Either party may request a change to the Quotation. No change is binding until its effect on price, timing and scope has been agreed in writing. If the Customer cancels all or part of a Contract, it shall pay for work performed, Goods completed or committed, non-cancellable third-party costs and other reasonable unavoidable costs resulting from cancellation. Where cancellation occurs less than five working days before an agreed delivery or service date, the Company may charge up to the full Contract price to the extent this represents costs, committed capacity and losses reasonably incurred and not otherwise recoverable.
7. Termination and insolvency
Either party may terminate the Contract immediately by written notice for a material breach which, if capable of remedy, is not remedied within 14 days after written notice. The Company may also suspend performance or terminate where the Customer fails to pay an undisputed amount when due and does not remedy that failure within 7 days of written notice. Any right relating to insolvency is subject to applicable insolvency law, including restrictions on terminating or altering supplies solely because a customer enters a relevant insolvency procedure. Termination does not affect accrued rights. Clauses intended by their nature to survive termination, including payment, confidentiality, Intellectual Property Rights and liability provisions, shall survive.
8. Warranties
The Company warrants that, on delivery, Goods will materially conform to the agreed specification and be free from material defects in workmanship and materials, excluding defects caused by Customer designs/materials, misuse, improper storage, alteration, fair wear and tear or failure to follow instructions. Services will be performed with reasonable care and skill. The Customer shall notify the Company promptly of an alleged defect and allow a reasonable opportunity to inspect. Where the Company is responsible, its primary remedy shall be, at its option, repair, replacement, reperformance or an appropriate refund/credit. Nothing in this clause excludes rights that cannot lawfully be excluded.
9. Limitation of liability
Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to that, the Company's aggregate liability arising out of or in connection with a Contract shall not exceed 100% of the total price paid or payable under that Contract. The Company shall not be liable for loss of profit, revenue, business, anticipated savings, goodwill, data, opportunity, or any indirect or consequential loss, except to the extent such exclusion is prohibited by law. Each party shall take reasonable steps to mitigate its losses. Any limitation or exclusion is subject to the Unfair Contract Terms Act 1977 where applicable.
10. Intellectual Property Rights
Each party retains ownership of Intellectual Property Rights owned or developed independently of the Contract ('Background IP'). Intellectual Property Rights created by the Company in performing the Contract, including designs, drawings, methods, tooling, software, know-how and development work, remain the Company's property. The Customer warrants that materials, specifications, designs and instructions it provides may lawfully be used by the Company and shall indemnify the Company against third-party Intellectual Property Rights claims arising directly from such Customer-provided materials or instructions, except to the extent caused by the Company's unauthorised modification or misuse.
11. Confidentiality and data protection
Each party shall keep confidential information received from the other confidential, use it only for the Contract, and disclose it only to personnel or professional advisers who need to know and are subject to appropriate confidentiality obligations. This does not apply to information that is public other than through breach, was lawfully known already, is lawfully obtained from a third party, is independently developed, or must be disclosed by law. Each party shall comply with applicable UK data protection law. Where the Company processes personal data on the Customer's behalf as a processor, the parties shall put in place any additional data-processing terms required by Article 28 UK GDPR before such processing begins.
12. Compliance with law
Each party shall comply with laws applicable to its performance of the Contract. The Customer shall not require the Company to act in breach of applicable anti-bribery, sanctions, export-control or trade laws. The Company may refuse or suspend a transaction where reasonably necessary to comply with law or binding regulatory requirements, without liability for resulting delay to the extent permitted by law.
13. Force majeure
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, industrial action, cyber or telecommunications disruption, interruption of utilities or transport, government action, sanctions/export restrictions, or material supply-chain failure not reasonably avoidable. The affected party shall notify the other as soon as reasonably practicable and take reasonable steps to mitigate the effect. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected part of the Contract on written notice.
14. General
The Customer may not assign, transfer or subcontract its rights or obligations without the Company's prior written consent. The Company may assign the Contract to a group company or in connection with a sale or transfer of its business. If any provision is invalid or unenforceable, it shall be treated as modified to the minimum extent necessary and the remaining provisions continue in force. A delay or failure to exercise a right is not a waiver. Nothing creates a partnership, joint venture or agency. A person who is not a party has no right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. Notices shall be in writing and sent to the postal or email address stated in the Contract; email notices are deemed received on the next working day after transmission unless a delivery failure is received.
15. Governing law and jurisdiction
The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.