ModDev – Standard Terms & Conditions of Sale (Invoice Terms)

1. Acceptance & Application
   These terms apply to every invoice issued by ModDev (“Company”) to the client (“Client”) for goods or services provided, unless otherwise agreed in writing by Company. The Client hereby expressly waives any of its own terms and conditions of purchase that conflict with these terms.
2. Payment Terms
   a. Unless otherwise stated on the invoice, payment is due within 21 working days of the invoice date.
   b. If payment is not made by the due date, the Client will owe interest equal to 10% of the outstanding amount as a fixed sum for late payment.
   c. The Company may suspend further deliveries or services without prior notice until payment (including interest) is received.
   d. If payment remains outstanding more than 60 days after the due date, the Company may refer the debt to a collection agency, and the Client will be responsible for all costs of recovery (including legal fees).
3. Withholding Tax / Source Deductions
   If the Client’s jurisdiction requires withholding tax or other deductions at source, the Client remains liable to pay the full invoice amount to the Company. The Company shall not be responsible for any costs, liabilities or complications arising from the Client’s local tax laws or withholding obligations.
4. Performance of Services
   Where services are provided by the Company:
   a. The Company will use reasonable care and skill to perform the services according to any agreed-timeframes.
   b. The Company’s obligations are efforts-based (obligations of means) — not outcome-based guarantees.
   c. The Company shall not be required to act or be named as a defendant/third party in any claim by the Client’s end-customer or a third party that arises in connection with the services.
5. Claims & Notification
   Any claim by the Client relating to the goods or services must be made by recorded delivery to the Company’s registered office within 8 calendar days of delivery of goods or performance of services. Claims made after this period will not be accepted and the goods/services will be deemed accepted.
6. Governing Law & Jurisdiction
   These terms and all invoices issued by the Company shall be governed by and construed in accordance with the laws of the United States of America. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts of the United States (or a specific state/federal court as may be designated by the Company).
7. Miscellaneous
   a. If any provision of these terms is held invalid or unenforceable, the remainder shall remain in full force and effect.
   b. Delay or failure by the Company to enforce any right under these terms shall not constitute a waiver of that or any other right.
   c. The Client may not assign its rights or obligations under these terms without the Company’s written consent.
   d. The Company may update or amend these terms at its discretion; however, any changes shall apply only to future invoices unless expressly agreed otherwise in writing.