DEFINITION
All business undertaken by PD Industrial Limited (the Vendor) Address Unit 2, Calibre Industrial Park, Latches Close, Four Ashes, Staffordshire. England WV10 7DZ is transacted subject to these terms and conditions of sale and are a condition of agreement between the vendor and its customer. No agent, representative or employees of the vendor, save only a Director of the vendor in writing has authority to alter or vary these conditions
1. QUOTATIONS AND ORDERS
1.1 The price and delivery is set out in the vendors quotation together with any payment terms which are a condition of the contract see clause 5.0
1.2 Orders placed with the Vendor require written acceptance before any contract arises. The vendors acceptance will be subject to these terms and conditions and shall not be varied except as agreed by the vendor in writing.
1.3 The price quoted by the Vendor in any quotation shall be subject to variation prior to acceptance of the order by giving written notice to the customer.
1.4 An order accepted by the vendor shall not be subject to cancellation without our prior consent and then only upon terms which fully indemnify the vendor for any consequential loss or damage arising there from.
1.5 Prices quoted are net of V.A.T. or other tax or levy; prices are based on the costs of materials and labour at the date of quotation.
2. SUPPLY AND DELIVERY OF GOODS
2.1 Time shall not be of the essence for the delivery of materials and the performance of the contract and delivery dates quoted in correspondence shall be estimates only.
2.2 The vendor shall not be liable for claims in respect of shortage or damage to the materials in transit unless the carrier or the vendor are notified in writing within three days of purported delivery of damaged materials or shortage.
2.3 The contract shall be deemed to be a severable contract in respect of each item of materials to be delivered or works to be completed and liability for payment shall fall due without regard to shortages or damages to other materials in transit.
2.4 The vendor will not accept responsibility for delays arising from any strike, lock out, cessation of labour, transport delays shortened hours of labour accidents of any kind perils of sea, of war or war like activities, terrorist activity government interference or control or any cause of contingency beyond the vendor’s control however caused, whether of the same nature of the preceding causes or otherwise.
2.5 Any claim for short or non-delivery must be made to the vendor in writing within 7 days of the date of Invoice. Failure to make such a claim within the time specified will preclude the customer from making any claim or set-off against the vendor in respect of non-delivery of any of the invoiced goods and the invoice shall be and remain due and payable. In case any claim shall lie against the vendor for non-delivery or short delivery of goods, labour howsoever caused the vendor shall not be liable for more than the invoice value of the items in question nor for any indirect or consequential loss or damage
3.0 DEFECTIVE OR DAMAGED ITEMS
3.1 Any item which is alleged to be defective either through faulty manufacture design or bad workmanship or by reason of damage in transit from the vendor to the customer’s designated place of delivery shall be reported in writing to the vendor within 3 days of receipt by the customer, such report giving details of the alleged defect. Failure to make such a report will preclude the customer from making any claim or set-off (save in respect of any damage by way of death or personnel injury resulting from negligence of the vendor) arising out such alleged defect.
3.2 The vendor undertakes where a report is made to make good or replace (at its option) any defective item provide always that it shall in no case be liable (save in respect of any damage by way of death or personal injury resulting from the negligence of the vendor) for more than the Invoice value of the said defect item or for any indirect or consequential loss or damage arising from carrying out any services by the vendor.
3.4 The vendor shall not be liable for any indirect or consequential loss or damage arising from carrying out any services by the vendor.
3.5 The vendor will charge for collection and re-delivery of all goods alleged to be damage of defective and on investigation found by the vendor not to be so.
3.6 Without prejudice to the rights of the parties hereto if a contract shall be discharged by frustration if after any contract has been partly performed by the vendor the vendor for any reason refused further to perform the said contract, the customer shall nevertheless be liable to pay the vendor the price of any goods hitherto delivered or of any services hitherto rendered, the price shall be calculated upon a quantity merit basis.
3.7
(a) Risk in the goods pass to the customer on delivery
(b) Title in the goods shall not pass to the customer until the customer has paid their price in full and discharged all other current obligations of the customer to the vendor whether in respect of goods or otherwise.
(c) Until Title of the goods passes, the customer holds them as bailey for the vendor and must store them separately from all other goods whether of the same customer or of any other person and keep then identifiable as the vendor’s goods.
(d) If payment of the price is overdue (time being of the essence for this purpose) or if the customer becomes insolvent or commences winding-up or commits an act of bankruptcy or has receiver or administrator appointed by the vendor may forthwith repossess the goods and for that purpose may enter any premises owned or occupied by the customer.
(e) If the customer sells the goods to a buyer before title in them has passed such sales shall be made by the customer as fiduciary agent on behalf of the vendor and the customer will keep the proceeds of sale separate from the customers own money on trust for the vendor. Notwithstanding such agency. The customer shall have no authority to bind the vendor to any sale agreement between the customer and such buyer.
4.0 NEW INSTALLATION AND REPAIR WORKS
4.1 Where the vendor contracts to supply materials and to carry out contracts of installation or repairs the vendor shall be under no obligation to deliver materials to site or commence work on any part of the contracted works until the customer has notified the vendor in writing that the site is properly prepared in all respects both with regard to statutory requirements and regulations and with regard to physical condition for works of to commence.
4.2 Preparation of the site for new installations will include:-
i) The customer providing a clear level site and additionally (for fitting purposes) an area not less than 30 sq. metres.
ii) The concrete to be of sufficient thickness to accommodate foundation bolts specified in the quotation.
iii) Overhead Crane, Mobile Crane or Fork Lift Truck, complete with operator, to be available free of charges, as and when required by the vendors installation team. (Customer is asked to check with the vendor if any doubt exists to suitability of lifting equipment).
iv) Single phase 13 amp power point to be provided not less than 20 metres from site.
v) Adequate lighting to be provided.
vi) All equipment to be installed must be unloaded and stored adjacent to the installation site by the customer. The vendor does not attend site to off load unless specified in our official quotation.
vii) Any civil engineering or electrical work is the responsibility of the customer unless specified to be undertaken by the vendor.
viii) Test weights of all auxiliary and the site shall not be deemed to be in proper physical condition except and until the requirements of this clause are satisfied (or waived by the vendor in writing at the time of accepting the order).
Preparation of the site for Repair Works
ix) The customer providing a clear access to the site
x) Damaged locations are to be off loaded with clear access provided to effect repairs
xi) Fork Lift Truck, complete with operator, to be available free of charges, as and when required by the vendors repair team. (Customer is asked to check with the vendor if any doubt exists to suitability of lifting equipment).
xii) Single phase 13 amp power point to be provided not less than 20 metres from site.
xiii) Adequate lighting to be provided.
xiv) All repair materials must be unloaded and stored adjacent to the installation site by the customer. The vendor does not attend site to off load unless specified in our official quotation.
xv) Any civil engineering or electrical work is the responsibility of the customer unless specified to be undertaken by the vendor.
4.3 In the event of the Customer advising of site readiness for works to commence but on arrival at the site the vendor or its agents find for whatsoever reason the site is not available to commence work the vendor shall be at liberty to charge the Customer in addition to the contract price the cost of labour plant and machinery awaiting the readiness of the site.
4.4 Quotations are prepared and orders accepted on the basis (unless expressly stated in writing otherwise) that works of installation or repair shall be continuous and the vendor shall be entitled to charge an additional amount for labour plant and materials (at the then charging rate) in the event of there being a temporary cessation of installation through no fault of the vendors.
4.5 Materials supplied shall be inspected by the customer and accepted on delivery any damage or shortage of materials must be reported to the Vendor (see 3.0).
4.6 On completion of Installation repair works the Vendor will present the customer with a completion certificate, approval by the customer is confirming that the installation repair works have been accepted and completed to their satisfaction.
4.7 Acceptance shall be deemed to take place seven days after the completion of installation repair works unless during that period the Customer has notified the vendor in writing of any specific works which do not comply with the contract.
5.0 TERMS OF PAYMENT AND RISK
5.1 Unless otherwise agreed payment terms are net cash on receipt of invoice; the vendor reserve the right to raise invoices at stages as agreed and specified in the quotation and contract or at thirty day intervals for works carried out to that date on contracts of installation which take greater than thirty days to perform;
5.2 Title and ownership of the materials remains with the vendor until full payment has been received. Nevertheless the risk in the materials passes to the Customer on delivery (or storage at the customer’s site in the event of the contract being one of provision of materials and installation) and the Customer shall promptly affect and maintain insurance of the materials against loss or damage in their full invoice price until final payment.
5.3 In the event of payment not being received on the due date the Customer will reserve the right to charge interest on the amount outstanding at the rate of 5% above Lloyds Bank Base Rate as from time to time shall be declared.
5.4 Monies falling due shall be payable without deduction for whatsoever reason and without right of set off. In the event of a dispute with regard to the quality and fitness of materials for works of installation or repairs the Customer shall be entitled to exclude from payment the cost of the materials concerned and the vendor shall be given fourteen days to elect in writing whether the vendor will attend and rectify the claimed defective work and replace defective materials. In the absence of agreement at the time of a dispute arising, the matter shall be referred to a single arbitrator who shall act in accordance with the Arbitration Act 1950 as from time to time may be amended. Any final resolutions of disputes arising from the contract will be subject to arbitration within jurisdiction of the High Courts of England and Wales.
5.5 If a customer is established as a returning customer the vendor will consider offering a credit facility to the customer, where a customer has made an application for a credit account the vendor will determine subject to a satisfactory credit reference what credit facilities if any are agreed, the vendor reserves the right to set the credit limit, any such account will be on a 30 day payment due basis. The vendor reserves the right to charge interest on any overdue payments see section 5.3
5.6 Save in the case of bankruptcy or winding-up (other than a members voluntary winding-up or a winding-up for the purpose of reconstruction or amalgamation) of the customer, the customer shall have no rights to set-off monies due or alleged to be due from the vendor to or to the order of the customer to the vendor for the goods purchased or service rendered under these terms
6.0 VARIATION
6.1 The vendor reserves the right to change the design of some or all of the component parts included in any quotation and thereafter supplied accordingly and undertake that any such changes will not adversely affect performance for the purpose for which it is designed.
6.2 The vendor shall not be liable for the cost of rectifying work or putting right discrepancies by third parties unless previously authorised by the vendor in writing.
7.0 FORCE MAJEURE
Neither party shall be responsible for non-performance in whole or in part of its obligations nor under any liability in respect thereof if such non-performance is due to any cause beyond the control of the parties (without limitation) Act of God, war insurrection not civil commotion, Government regulations, embargoes, explosion, strikes, industrial disputes, floor, fire, tempest or impossibility in obtaining materials.
8.0 WARRANTY AND EXCLUSIONS
The vendor undertakes that the materials delivered to the Customer will be of normal industrial quality. Save as a fore said any warranty or conditions, statutory or otherwise express or implied, whether oral or written and whether made before or after the vendors acceptance of an order, as to quality of the materials or their fitness for a particular purpose (except where specifically stated by the vendor in writing) are excluded .
8.1 The Customer must communicate to the vendor within a reasonable time by way of a written notice containing full particulars or any claim that the materials are not of stated quality to enable the vendor to investigate the complaint before the remainder of the consignment of materials are used or returned to the vendor(see section 3). The vendors liability hereunder or in the case of any other breach of contract is strictly limited to the invoice price of the materials not of stated quality or to the invoice price of materials supplied to the Customer under the contract which is breached and the vendor accepts no liability for consequential loss of any kind howsoever arising.
9. BANKRUPTCY OR INSOLVENCY
If the Customer shall become bankrupt or insolvent or shall compound or make any arrangements with its Creditors or being a
Company shall go into liquidation or have a Receiver appointed of its assets, the Vendor reserves the right to cancel all or any orders placed by the Customer and to re-sell the materials; any loss sustained on such re-sale shall be re-paid to the Vendor by the Customer. The Vendor will retain full title until full payment has been received.
10.DISPUTE
10.1 Any dispute of the contract raised by either the vendor or the customer will be notified in writing to the other party
10.2 In the event that a dispute arises due to an alleged contract non compliance or any other matter between the vendor and the customer both parties agree to arbitrate to resolve such dispute in good faith so as to resolve any such dispute to the satisfaction of the other party .
10.3 In the event that the parties are unable to resolve any dispute and the matter is the referred for legal arbitration the parties agree to be bound by decisions or remedies made by the Laws and Courts of the United Kingdom.