PDI LTD - CONDITIONS OF SALE
1.1 In these Conditions:
‘Buyer’ means the person firm or company who accepts a quotation from PDI Ltd for the sale of the Goods or whose order for the Goods is accepted by PDI Ltd
‘Conditions’ means the conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and PDI Ltd
‘Contract’ means the contract for the purchase and sale of the Goods
‘Goods’ means any goods (including any instalment of the goods or any parts of them) supplied or to be supplied by PDI Ltd.
‘Intellectual Property Rights’ means patents, copyright, design rights, trade marks, know how or any other industrial or intellectual property rights whatsoever whether or not registered and whether subsisting in the UK or in any other part of the world
‘PDI Ltd’ means PDI Ltd (registered in England and Wales under number 6280083)
‘Writing’ includes telex, cable, facsimile transmission, e-mail and electronic data interchange (EDI) and comparable means of communication.
‘Company Website’ mean www.wipesdirect.com and www.pdi-europe.co.uk
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms 2015 shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
2 Basis of the sale
2.1 PDI Ltd shall sell and the Buyer shall purchase the Goods in accordance these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and PDI Ltd.
2.3 PDI Ltd.’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by PDI Ltd in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by PDI Ltd or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by PDI Ltd is followed or acted upon entirely at the Buyer’s own risk, and accordingly PDI Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by PDI Ltd shall be subject to correction without any liability on the part of PDI Ltd.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by PDI Ltd unless and until payment is received in full at time of order placement and authorised by PDI Ltd.’s representative.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in PDI Ltd.’s Company Website (if accepted by the Buyer) or the Buyer’s order (if accepted by PDI Ltd).
3.3 PDI Ltd reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to PDI Ltd.’s specification, which do not materially affect their quality or performance.
3.4 No order which has been accepted by PDI Ltd may be cancelled by the Buyer except with the agreement in Writing of PDI Ltd and on terms that the Buyer shall indemnify PDI Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by PDI Ltd as a result of cancellation.
4 Price of the goods
4.1 The price for the Goods shall be the price set out on the Company Website published on the date of order and such price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to PDI Ltd.
4.2 PDI Ltd reserves the right to amend the price of the Goods at any time.
5 Terms of payment
5.1 Payment of the Goods at the Company Website prices and applicable value added tax shall be made in full by credit/debit card at the time of the order.
5.2 The prices quoted on the Company Website are in Pounds Sterling and all payments shall be made in this currency.
5.3 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request
6.1 Delivery of the Goods shall be made by PDI Ltd and delivery of the Goods shall take place at the Buyers requested delivery address.
6.2 PDI endeavour to dispatch goods within 72 hours of order placement, however, please allow up to 7 working days for the delivery of goods.
6.3 Any dates quoted for delivery of the Goods are approximate only and PDI Ltd shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by PDI Ltd in writing. The Goods may be delivered by PDI Ltd in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.4 If PDI Ltd fails to deliver the Goods (or any instalment) for any reason other than any cause beyond PDI Ltd.’s reasonable control or the Buyer’s fault, and PDI Ltd is accordingly liable to the Buyer, PDI Ltd.’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give PDI Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of PDI Ltd.’s fault) then, without prejudice to any other right or remedy available to PDI Ltd, PDI Ltd may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.5.3 In addition to the price for the Goods, PDI Ltd shall charge a carriage cost, which will be shown at time of order placement
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the moment delivery has taken place
7.1.1 or, if the Buyer wrongfully fails to take delivery of the Goods, the time when PDI Ltd has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until PDI Ltd has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by PDI Ltd to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as PDI Ltd.’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as PDI Ltd.’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), PDI Ltd shall be entitled at any time to require the Buyer to deliver up the Goods to PDI Ltd and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of PDI Ltd, but if the Buyer does so all moneys owing by the Buyer to PDI Ltd shall (without prejudice to any other right or remedy of PDI Ltd) forthwith become due and payable.
7.6 Payment shall fall due as aforesaid in request of each order of the Goods despite the fact that title therein has not passed to the Buyer and PDI Ltd shall accordingly be entitled to sue for the price once the same is due notwithstanding the fact that the property in the Goods has not so passed.
8 Warranties and liability
8.1 Subject to the conditions set out below PDI Ltd warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period equal to the shelf life of the Goods as set out in the specification.
8.2 The above warranty is given by PDI Ltd subject to the following conditions:
8.2.1 PDI Ltd shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 PDI Ltd shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow PDI Ltd.’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without PDI Ltd.’s approval;
8.2.3 PDI Ltd shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by PDI Ltd, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to PDI Ltd.
8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to PDI Ltd within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify PDI Ltd accordingly, the Buyer shall not be entitled to reject the Goods and PDI Ltd shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to PDI Ltd in accordance with these Conditions, PDI Ltd shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at PDI Ltd.’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but PDI Ltd shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by PDI Ltd.’s negligence, PDI Ltd shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of PDI Ltd, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of PDI Ltd under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions. PDI Ltd shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of PDI Ltd.’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond PDI Ltd.’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond PDI Ltd.’s reasonable control:
8.6.1 Act of God, explosion, flood, tempest, fire or accident;
8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.6.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.6.4 import or export regulations or embargoes;
8.6.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of PDI Ltd or of a third party);
8.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.6.7 power failure or breakdown in machinery.
9 Intellectual Property Rights
9.1 The Buyer shall, upon demand, fully indemnify and keep indemnified PDI Ltd against all loss, liabilities, damages, costs and expenses (including without limitation reasonable legal fees) awarded against or incurred by PDI Ltd in connection with or paid or agreed to be paid by PDI Ltd in settlement of any claim for infringement of any of any other person which results from PDI Ltd.’s use of any Materials or intellectual property in the manufacture and/or packaging of the Goods if such use is required by the Buyer.
9.2 The intellectual property rights in any specification, development or material determined by PDI Ltd shall remain the exclusive property of PDI Ltd.
10 Insolvency of buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Buyer does or suffers under any jurisdiction other than England and Wales anything equivalent to clauses 10.1.1 to 10.1.4; or
10.1.5 PDI Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to PDI Ltd, PDI Ltd shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 PDI Ltd is a member of the group of companies whose holding company is PDI Ltd Products Inc., and accordingly PDI Ltd may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of PDI Ltd.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Such notices shall be deemed to have been received five business days after posting if forwarded by post, and the following business day if forwarded by cable, telex, facsimile transmission or by hand.
11.3 No waiver by PDI Ltd of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 No third party shall have any rights to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999
11.5 No variations to these Conditions shall be binding unless agreed in Writing by PDI Ltd
11.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.7 The Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English and Welsh courts, save that PDI Ltd shall be entitled to seek injunctive or any other relief whatsoever in the courts of any jurisdiction whatsoever.