The customer's attention is drawn to the provisions of clause 12 and the indemnities contained in clauses 3.2, 65.6 and 10.4.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document.
Contract: the contract between PDR Group and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from PDR Group.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: The Customer's order for the Goods, as set out in the Customer's purchase order form.
PDR Group: PDR Plant Services Limited (registered in England and Wales with company number 13084488).
Software Plug-in: any software or cloud based end user functionality embedded within the Goods.
Software Provider: a firm who hosts or provides the Software Plug-in.
Specification: any specification for the Goods, including any related drawings, that is agreed in writing by the Customer and PDR Group.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when PDR issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by PDR and any descriptions or illustrations contained in PDR Group’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by PDR shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue (unless otherwise stated on the quotation).
3.1 The Goods are described in PDR Group’s catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify PDR against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by PDR in connection with any claim made against PDR for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with PDR Group’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 PDR reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.4 All goods will be supplied as specified, subject to the availability of materials. Where specified materials are not available, we reserve the right to substitute other materials without notice.
3.5 All Intellectual Property Rights in or arising out of or in connection with the Goods (other than Intellectual Property Rights in any materials provided by the Customer or the Software Plug In) shall be owned by PDR and PDR hereby grants to the Customer a non-exclusive licence to use the Intellectual Property Rights in accordance with the terms of this agreement.
4.1 PDR shall ensure that:
4.2 The Goods shall be delivered by such method as set out in the Order being either:
4.3 Delivery is completed on the completion of loading of the Goods at the relevant Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. PDR shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide PDR with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If PDR fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. PDR shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide PDR with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within seven Business Days of PDR notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or PDR Group’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 17.00 am on the seventh Business Day after the day on which PDR notified the Customer that the Goods were ready; and
(b) PDR shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which PDR notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, PDR may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 PDR may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 PDR warrants that on delivery, and for a period of 12 months from the date of delivery, unless such period is extended by written agreement in the Order confirmation (warranty period), the Goods shall (the Warranty):
5.2 PDR offers no warranty for the Software Plug-in.
5.3 Subject to clause 5.4, if:
5.4 PDR shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.5 Except as provided in this clause 5, PDR shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by PDR Group.
6.1 If the Customer resells the Goods to a third party (Third Party Purchaser) the Customer shall not make any statement as to the quality or manufacture of the Goods other than as contained in the literature provided by PDR or as otherwise agreed in writing.
6.2 Where the Goods form part of a packaged product, the Customer warrants to only resell the Goods as such a packaged product.
6.3 The Customer shall be responsible for dealing with Third Party Purchaser complaints and concerns about the Goods and shall provide to Third Party Purchasers, for the duration of any Warranty, a free aftersales care service (After Sales Care Service).
6.4 If, as part of the After Sales Care Service, the Customer ascertains that, on the balance of probabilities, any Goods sold to a Third Party appear to be in breach of Warranty, the Customer shall:
In the event the Goods are deemed to defective, PDR shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.5 PDR shall not be responsible for defects resulting from incorrect installation or use by the Third Party Purchaser.
6.6 In the event that PDR Group:
6.7 Nothing in this clause 6, shall limit any statutory rights the Third Party Purchaser has, whether against PDR or otherwise.
7.1 The Customer acknowledges that the Goods may contain functionality hosted by a Software Provider. Further details are as described in PDR Group’s catalogue from time to time.
7.2 It may be necessary or desirable for the Third Party Purchaser to enter into a licence agreement between the Software Provider and the Third Party Purchaser to ensure full functionality of any Software Plug-in.
7.3 The Customer undertakes and agrees with the Company to ensure that Third Party Purchasers are aware of and accept the terms and conditions of any end user licence agreement (or similar) required by the Software Provider.
7.4 To the fullest extent permitted by law, PDR shall have no liability towards the Third Party Purchaser for the Software Plug-in, save to the extent it relates to hardware in the Goods.
7.5 The Customer undertakes to ensure that any problems or concerns in respect of the Software Plug-in are directed to the Software Provider and not to PDR Group, and the provisions of clause 6.6 shall apply as if set out in this clause 7
7.6 It may be necessary or desirable for the Third Party Purchaser to enter into a direct agreement with PDR Group, and the provisions of this clause 7 shall apply accordingly.
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until the earlier of:
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before PDR receives payment for the Goods. However, if the Customer resells the Goods before that time:
8.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1, then, without limiting any other right or remedy PDR may have:
9.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in PDR Group’s published price list in force as at the date of delivery.
9.2 PDR may, by giving notice to the Customer at any time up to seven Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
9.3 The price of the Goods:
9.4 PDR may invoice the Customer for the Goods on or at any time after the completion of delivery.
9.5 Unless agreed between the parties, the Customer shall pay for the Goods in full and in cleared funds at the time of placing the order. Payment shall be made to the bank account or by such means as nominated in writing by PDR Group. Time for payment is of the essence.
9.6 If the Customer fails to make any payment due to PDR under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclay Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). PDR may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by PDR to the Customer.
10.1 The Customer shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
10.2 The Customer shall comply with the Customer’s mandatory polices as may be updated them from time to time, including but not limited to anti-bribery and corruption.
10.3 Each party shall comply with all applicable requirements of Data Protection Legislation.
10.4 In the event the Customer breaches this clause 10 the Customer shall indemnify PDR against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by PDR in connection with any claim made against PDR or loss suffered.
11.1 Without limiting its other rights or remedies, PDR may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.2 Without limiting its other rights or remedies, PDR may suspend provision of the Goods under the Contract or any other contract between the Customer and PDR if the Customer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(d), or PDR reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, PDR may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to PDR all of PDR Group’s outstanding unpaid invoices and interest.
11.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12.1 Nothing in these Conditions shall limit or exclude PDR Group’s liability for:
12.2 Subject to clause 12.1:
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Contract by giving seven days written notice to the affected party.
14.1 Assignment and other dealings.
14.2 Entire agreement.
14.3 Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.4 Waiver.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.6 Third party rights.
No one other than a party to this Contract shall have any right to enforce any of its terms.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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