Terms and Conditions

These terms govern use of the Ondrives website and, unless different terms are expressly agreed in writing, business-to-business quotations and contracts for goods or services supplied by Ondrives Ltd.

1. Definitions

1. Buyer means the person, firm or company purchasing or proposing to purchase Goods or Services from the Seller.
2. Conditions means these Terms and Conditions.
3. Contract means the contract formed under clause 4 for the supply of Goods or Services.
4. Goods means the products, components, tooling, documents or other items identified in the Seller's written order acknowledgement.
5. Services means any design, engineering, inspection, modification, repair or other services identified in the Seller's written order acknowledgement.
6. Seller means Ondrives Ltd of Foxwood Industrial Park, Foxwood Road, Chesterfield, Derbyshire, S41 9RN, United Kingdom.
7. Specification means the drawings, standards, tolerances, materials, quality requirements and other technical requirements expressly incorporated into the Contract.
8. Website means www.ondrives.com and associated Ondrives web pages and tools.

2. Scope and Business Customers

1. These Conditions apply to use of the Website and to Contracts between the Seller and Buyers acting in the course of business.
2. If a person is acting as a consumer, mandatory consumer rights apply and nothing in these Conditions excludes or restricts a right that cannot lawfully be excluded.
3. For a supply Contract, these Conditions apply to the exclusion of any terms submitted or referred to by the Buyer, including terms in a purchase order, supplier portal or other document, unless the Seller expressly agrees otherwise in writing.
4. A variation is effective only if confirmed in writing by an authorised representative of the Seller.

3. Website Use and Technical Information

1. The Website provides general information about Ondrives, standard product ranges, manufacturing capability, technical documents, CAD resources, engineering knowledge, Product Finder and search facilities.
2. Website information is provided for preliminary selection and guidance. It does not form part of a Contract unless it is expressly incorporated into the Seller's quotation or order acknowledgement.
3. Product dimensions, ratings, materials, tolerances, images, availability and descriptions may be corrected or changed without notice. The Buyer must obtain written confirmation of critical information before design release, purchase, manufacture or use.
4. The Buyer is responsible for determining suitability for its application, including speed, torque, duty cycle, shock load, lubrication, temperature, alignment, environment, service life, noise, safety factors and applicable regulatory requirements.
5. The Website may contain links or embedded content provided by third parties. The Seller is not responsible for third-party websites, content or availability.
6. The Seller may suspend, restrict, modify or withdraw any Website feature without liability.

4. Quotations, Orders and Contract Formation

1. A quotation is valid for the period stated in it and may be withdrawn or corrected before acceptance.
2. A purchase order or other written instruction from the Buyer is an offer to purchase on these Conditions and the terms of the Seller's quotation.
3. No Contract is formed until the Seller issues a written order acknowledgement or otherwise expressly accepts the order in writing.
4. Any acceptance by the Seller is limited to the quantity, description, Specification, price, delivery basis and other terms stated in the order acknowledgement.
5. Forecasts, estimates and informal discussions are not binding commitments unless incorporated into the Contract.

5. Specifications, Drawings and Buyer Responsibilities

1. Goods and Services will be supplied materially in accordance with the Specification.
2. Where the Buyer provides a drawing, model, sample, calculation, material requirement or other specification, the Buyer is responsible for its accuracy, completeness and suitability. The Seller is not responsible for defects inherent in a Buyer-provided design or instruction.
3. The Seller may make changes required by law, safety, availability or manufacturing practice where the change does not materially reduce conformity with the agreed Specification.
4. Standards and quality grades apply only where expressly identified in the Contract, including the applicable edition, grade, inspection method and acceptance criteria.
5. References to AS9100D, ISO 9001:2015 or other certifications describe the Seller's management systems and do not by themselves make every product suitable or approved for aerospace, defence, medical, nuclear, safety-critical or regulated use. Any special assurance, traceability, inspection, FAIR, documentation or approval requirement must be stated before quotation and incorporated into the Contract.
6. The Buyer must identify all statutory, regulatory, export-control, end-use and safety-critical requirements before the Contract is formed.

6. Prices, Tax and Delivery Charges

1. The price is the amount stated in the Seller's quotation or order acknowledgement.
2. Unless stated otherwise, prices exclude VAT and any applicable sales, use, import or similar taxes.
3. Unless expressly included, prices exclude carriage, insurance, export packaging, certification, special inspection, duties, customs charges and unloading.
4. The Seller may adjust the price before Contract formation if material, energy, labour, currency, tax, freight or compliance costs change, or if the Buyer changes the quantity, Specification, delivery programme or other requirement.
5. After Contract formation, a price change requires agreement, except where the quotation expressly provides for variation or the change results from a Buyer-requested amendment, delay or inaccurate information.

7. Payment

1. Payment is due on the date stated in the quotation, order acknowledgement or invoice. If no date is stated, payment is due by the last working day of the month following the month in which the relevant Goods are delivered or Services completed.
2. Time for payment is of the essence.
3. The Buyer must pay all sums in full without deduction, set-off, counterclaim or withholding except where required by law.
4. If payment is late, the Seller may claim statutory interest and fixed recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs, or any alternative substantial contractual remedy expressly stated in the Contract.
5. If any sum is overdue or the Seller reasonably believes the Buyer's creditworthiness has deteriorated, the Seller may suspend work or delivery, require advance payment or security, cancel undelivered quantities, or exercise any other lawful remedy.

8. Delivery

1. Delivery dates are estimates unless the Seller expressly agrees in writing that time is of the essence.
2. The Seller is not liable for delay caused by circumstances beyond its reasonable control or by the Buyer's failure to provide information, approvals, materials, access or instructions.
3. Delivery may take place in instalments, and each instalment may be invoiced separately.
4. The Buyer must provide safe and suitable access, labour and equipment for unloading where unloading is the Buyer's responsibility.
5. If the Buyer fails to accept delivery, the Seller may store the Goods at the Buyer's risk and charge reasonable storage, handling, insurance and redelivery costs.
6. Unless otherwise stated in the Contract, delivery is Ex Works at the Seller's premises. Where the Seller arranges carriage, it does so on the basis stated in the quotation or order acknowledgement.

9. Inspection, Shortage and Acceptance

1. The Buyer must inspect Goods promptly after delivery.
2. Visible damage, shortage or incorrect delivery must be notified in writing within 5 working days of delivery, with sufficient details and supporting evidence.
3. A defect that could not reasonably be found on initial inspection must be notified promptly after discovery and before the Goods are altered, incorporated or used further, so far as reasonably practicable.
4. Failure to notify within the relevant period does not exclude a claim that cannot lawfully be excluded, but may affect the Seller's ability to investigate and provide a remedy.
5. No return may be made without the Seller's prior written authorisation and return instructions.

10. Risk and Retention of Title

1. Risk in the Goods passes to the Buyer on delivery in accordance with the agreed delivery term.
2. Title to the Goods does not pass until the Seller has received in cleared funds all amounts due for the Goods and all other sums then due from the Buyer to the Seller.
3. Until title passes, the Buyer must keep the Goods identifiable as the Seller's property, store them safely and separately where reasonably practicable, maintain them in satisfactory condition and insure them for their full value.
4. The Buyer may use or resell the Goods in the ordinary course of business unless the Seller revokes that permission following overdue payment, insolvency or another material breach.
5. Where title has not passed and payment is overdue or the Contract is terminated, the Seller may require the Buyer to deliver up identifiable Goods and, if the Buyer fails to do so, may enter premises where the Goods are reasonably believed to be located to recover them, subject to applicable law.
6. The Seller may recover the price when due even though title has not passed.

11. Warranty and Remedies

1. The Seller warrants that, at delivery, the Goods will materially conform to the agreed Specification and be free from material defects in workmanship.
2. The warranty does not apply to normal wear, corrosion, misuse, incorrect storage or installation, inadequate lubrication, overload, contamination, accident, unauthorised alteration, failure to follow instructions, a Buyer-provided design, or use outside the agreed operating conditions.
3. Subject to prompt notice and a reasonable opportunity to inspect, the Seller may at its option repair, replace, re-perform or refund the price of the affected Goods or Services.
4. Except as expressly stated and to the fullest extent permitted by law, implied terms regarding fitness for a particular purpose are excluded where the Buyer has not fully disclosed the application and obtained the Seller's written agreement to that purpose.
5. Nothing in this clause limits rights that cannot lawfully be excluded.

12. Liability

1. Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the implied term as to title, or any liability that cannot lawfully be excluded or limited.
2. Subject to clause 12.1, the Seller is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of production, loss of use, loss of contract, loss of anticipated savings, loss of goodwill, business interruption or the cost of obtaining substitute goods, except to the extent such exclusion is not permitted by law.
3. Subject to clause 12.1, the Seller's total aggregate liability arising out of or in connection with a Contract is limited to the price paid or payable for the specific Goods or Services giving rise to the claim.
4. The limitations in this clause apply only to the extent that they satisfy any applicable requirement of reasonableness under the Unfair Contract Terms Act 1977.
5. The Buyer is responsible for maintaining appropriate insurance and for designing its system so a component failure does not create an unacceptable hazard.

13. Cancellation, Changes and Returns

1. The Buyer may not cancel, defer or change an accepted order without the Seller's written consent.
2. Consent may be conditional on payment of work completed, committed materials, subcontract costs, engineering time, administration, storage and other reasonable costs and losses caused by the change or cancellation.
3. Made-to-order, modified, special, inspected or documented Goods are not returnable unless defective or the Seller agrees otherwise in writing.

14. Intellectual Property, Drawings and Technical Content

1. Each party retains ownership of intellectual property it owned before the Contract or developed independently of it.
2. Unless expressly assigned in writing, the Seller owns its product designs, manufacturing methods, processes, software, website content, technical articles, images, CAD models, drawings, calculations, Product Finder logic, AI-grounding content and other materials created by or for the Seller.
3. The Buyer may use Seller-provided drawings, CAD files and technical documents only to evaluate, purchase, install or use genuine Ondrives products, unless the Seller agrees otherwise in writing.
4. The Buyer must not reproduce, publish, reverse engineer, scrape, train a competing system on, or use Seller materials to manufacture or procure copying of the Goods without written permission, except where a mandatory law permits the activity.
5. Where the Buyer supplies a design or specification, the Buyer warrants that the Seller's use of it to perform the Contract will not infringe third-party rights and will indemnify the Seller against resulting third-party claims, subject to the Seller giving reasonable notice and control of the defence.

15. Product Finder, AI Search, Calculators and Engineering Guidance

1. Product Finder, Chrome AI Site Search, Ondrives AI Search, calculators, CAD resources, standards comparisons, Knowledge Centre material and other interactive tools are provided to assist preliminary research and selection.
2. Results may be incomplete, approximate, generated from published data or affected by user input, browser capability and third-party services.
3. AI-generated or AI-assisted content may contain errors and does not constitute engineering approval, design verification, conformity assessment, safety certification, professional advice or a binding quotation.
4. The Buyer must verify all critical dimensions, tolerances, ratings, materials, standards, calculations and application requirements against the latest controlled documents and the Seller's written quotation or order acknowledgement.
5. Chrome AI refinement, when available, is intended to run locally in the user's browser. Other AI features may transmit entered text to third-party business/API services. Users must not submit personal, confidential, classified, commercially sensitive or export-controlled information through public AI tools.

16. Confidentiality

1. Each party must keep the other party's confidential technical and commercial information confidential and use it only for the proposed or actual Contract.
2. This obligation does not apply to information that is public through no breach, was already lawfully known, is lawfully received from a third party, is independently developed, or must be disclosed by law.
3. Nothing requires the Seller to treat information entered into a public website or AI search tool as confidential. Confidential enquiries should be sent through an agreed secure business channel.

17. Export Controls and Sanctions

1. The Buyer must comply with applicable export-control, import, sanctions and trade laws.
2. The Buyer must provide accurate end-user, end-use, destination and classification information where requested and must not use, export, re-export or transfer Goods, software or technical information in breach of applicable law.
3. The Seller may suspend or refuse a transaction where it reasonably believes a licence, approval or compliance review is required.

18. Force Majeure

The Seller is not liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, government action, sanctions, cyber incident, utility or communications failure, transport disruption, strike, labour shortage, equipment breakdown, material shortage or supplier failure. Time for performance is extended for the duration and reasonable recovery period. If the event continues for a prolonged period, either party may terminate the affected undelivered part by written notice, without affecting rights already accrued.

19. Suspension and Termination

1. The Seller may suspend performance or terminate all or part of a Contract by written notice if the Buyer fails to pay on time, commits a material breach and does not remedy it when capable of remedy, becomes insolvent, ceases or threatens to cease business, or if continuing would breach law or sanctions.
2. On termination, all sums due become immediately payable and clauses intended to survive termination continue in force.

20. Data Protection

Each party must comply with applicable data-protection law. Information about the Seller's website processing is set out in the Privacy Policy and Cookie Policy.

21. General

1. The Seller may subcontract any part of its obligations while remaining responsible for performance under the Contract.
2. The Buyer may not assign or transfer a Contract without the Seller's written consent.
3. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.
4. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the remaining provisions continue in effect.
5. A delay or failure to exercise a right is not a waiver.
6. The Contract, including the quotation, order acknowledgement and incorporated Specification, is the entire agreement regarding its subject matter, subject to liability that cannot lawfully be excluded.
7. Notices relating to a Contract must be in writing and sent to the addresses or email contacts stated in the Contract.

22. Governing Law and Jurisdiction

These Conditions, the Website terms and each Contract are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that the Seller may seek payment, protective or enforcement remedies in any court of competent jurisdiction.

23. Contact