PDJ Vibro Ltd Terms and Conditions of Business

1. Definitions “Agreement” means the contract and/or purchase order, signed by Supplier and the Client. “Base Rate” means the Bank of England base rate at the time of the Agreement. “Contract” means the Clients purchase order and/or Contract accepted and signed by both parties. “Contract Object” means the goods, services or equipment that the Client has purchased or rented from the Supplier referred to in the purchase order and/or contract. “Client” means the recipient of the Contract Object obtained from the Supplier for monetary consideration. “Client’s Resource’s” means any infrastructure, equipment or people provided by the Client. “Data” means all information, electronic and written, that the Client or Supplier submit to each other for the purpose of the Agreement. “Equipment” machinery offered by the Supplier to the Client “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Order” means the commitment to purchase the Contract Object made by the Client to the Supplier. “Parties” means both the Supplier and the Client, excluding Third Parties. “Payment Term” means the schedule of payment agreed in the Agreement. "Premises" means the location at which the Contract Object will be performed as defined in the Agreement as agreed between the Client and Supplier. "Price" means the consideration amount (excluding VAT), set out in the Agreement. “Quotation” means the offer made to the Client, by the Supplier. “Supplier’s Registered Address” means 46 Barton Road, Water Eaton Industrial Estate, Bletchley, Milton Keynes, Buckinghamshire, MK2 3BB. “Rental Period” means the minimum duration the Client rents the Contract Object as set out in the Agreement. "Services" means any services that the Supplier offers to the Client. “Service Maintenance” means the maintenance schedule the Supplier and Client agree to, set out in the Agreement. “Supplier” means PDJ Vibro Ltd “Third Parties” means anyone other than the Supplier, Suppliers staff, subcontractors, Client and the Clients staff. “Variation” Change made to a purchase order and/or contract. This will include additions or exclusions to either agreement that is accepted and signed by both parties. “VAT” means value added tax chargeable under English law for the time being and any other similar additional tax.

2. Conditions (Basis of Sale)
2.1 The Client shall be bound by these Terms and Conditions and apply to and be incorporated into the Agreement.
2.2 These Terms and Conditions will prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied law, trade custom, practice or course of dealing.
2.3 The Client’s purchase order, or the Client’s acceptance of a quotation for Contracted Object by the Supplier, constitutes an offer by the Client to rent and/or purchase the Contract Object on these conditions. No offer placed by the Client shall be accepted by the Supplier other than: (a) by a written acknowledgement issued and executed by the supplier; or (b) (if earlier) by the supplier starting to provide the Contract Objects.
2.4 No Verbal Agreements will constitute part of the Agreement, unless it is confirmed in writing or electronically and agreed to by both parties.
2.5 The Order is not accepted by the Supplier until an order acknowledgement has been sent to the Client.
2.6 If any of the provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision will be deemed to be deleted from this Agreement and the remaining provisions will remain in full force and effect.
2.7 In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Agreement, the Parties will immediately commence good faith negotiations to remedy such invalidity.

3. Quotations and variations to contract
3.1 The company shall provide the Client with a quotation, which will remain open for acceptance for 30 days from quotation date, after which it shall cease to have effect.
3.2 On receipt of quotation acceptance by purchase order, signed by the Client the quotation becomes a binding contract.
3.3 No variation to these Terms and Conditions will be valid unless agreed in writing and signed by the authorised representatives of the Client and the Supplier.

4. Orders and Specifications
4.1 These Terms and Conditions together with any Purchase Order received and accepted by PDJ Vibro Ltd, constitutes the entire Agreement between the Parties with respect to its subject matter and supersedes any prior agreements between the Parties.

5. Maintenance and Services
5.1 PDJ Vibro recommended service maintenance schedules, when this service is not carried out by themselves, must be undertaken by the client at their cost. Failure to do so and any subsequent loss will be at the client’s expense.

6. Delivery, Shipment and Access
6.1 The supplier will use its reasonable endeavours to comply with any agreed date or dates for delivery of the Contract Object which are approximate only and the supplier shall not be liable for any delay in delivery of services and/or products. Time for delivery shall not be of the essence of the contract.
6.2 If notwithstanding that the supplier has used reasonable endeavours it fails to deliver the Contracted Object by such date or dates, such failure shall not constitute a breach of contract and the client shall not be entitled to treat the contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure.
6.3 All products shall remain the property of the supplier until all indebtedness from the client to the supplier has been discharged, but the risk in the goods shall be borne by the client from the date of delivery by the supplier or its agents to the client and the client shall be under a duty to maintain the products in full repair and condition.
6.4 Delivery of the goods shall be made to the Client’s address as set out in the contract.
6.5 If access for delivery is not as agreed then the Client at the Supplier’s discretion will be responsible for all reasonable costs for Non-Delivery.

7. Equipment Installation
7.1. Any installation is recommended to be undertaken by PDJ Vibro using its experienced and trained installers.
7.2. If the client delays agreed installation or acceptance of the equipment that are not due to PDJ Vibro, then the client will bear any reasonable costs caused by this delay, (shipment, manpower and storage).

8. Equipment Rental
8.1 The contract object may only be used by the client if he has paid the agreed amount to PDJ Vibro. The contract object may only be transferred with the prior consent in writing of PDJ Vibro.
8.2 A rental relationship may occur between the Supplier and the Client during the Quotation period enabling authorisation for the client to use the contracted object subject to the Client complying with his contractual obligations. Failure by the Client to meet its obligations with regard to PDJ Vibro including payment may result in default.
8.3 At the end of the agreement, the contracted object will be returned or the Client will be offered the right of retention for an agreed fee.
8.4 The Client must notify all faults or failures to PDJ Vibro within 24 hours of occurrence of the contract object.
8.5 At the end of the Rental Period, Agreements will rollover unless the Client notifies the Supplier by giving 30 days prior written notice and allow removal access at a mutually convenient time.

9. Price and Payment Term, Tax and other payable rates
9.1 The client shall pay to the supplier the price set forth in the suppliers contract and/or invoice or as may be otherwise agreed between the parties.
9.2 All prices quoted to the client are exclusive of VAT or any tax replacing it, for which the client shall be additionally liable at the applicable rate as at from time to time.
9.3 All payments shall be in GB Pounds unless otherwise stated in the Agreement.
9.4 Payment of the price shall be due within 30 days of the date of the suppliers invoice. Interest on overdue invoices shall accrue from the final day when payment becomes due from day to day until the date of payment at 5% plus the Bank of England Base Rate as from time to time in force per annum and shall accrue at such a rate after as well as before any judgement.
9.5 The client undertakes to pay to the supplier (on the full indemnity basis) all costs, charges and expenses incurred by the supplier in collecting or attempting to collect any indebtedness of the client to the supporter.
9.6 The client agrees that the supplier has the right at any time before delivery of the services and/or products to withdraw any discount or to revise any price quoted if, after the suppliers acceptance of any order, there is an increase or decrease in the cost to supplier of supplying the services or products whether by reason of exchange rate fluctuations, taxes and duties, increase in labour or material costs, third party changes or otherwise.
9.7 The client may not withhold payment of any invoice or other amount due to the supplier by reason of any right of set-off or counterclaim which the client may have or allege to have or for any reason whatever.

10. Guarantees, Warranties, Defective Goods, Waiver
10.1 The Supplier warrants that the Contracted Objects are of satisfactory quality and fit for their normal purpose.
10.2 In the event of a complaint by the Client that the Contracted Objects are defective or that the installation is faulty, the Company will investigate the alleged defect or fault with a view to taking remedial action. If the fault is due to the Client or its Third Parties, PDJ Vibro reserves the right to charge reasonable costs to rectify.
10.3 The warranty period is as stated in the Agreement. It starts with delivery, acceptance or notification of completion.
10.4 If the client or representatives alter the contractual object without the Supplier’s prior written approval, this would invalidate any warranty claim against PDJ Vibro.
10.5 The warranty period is fixed regardless of performance.
10.6 No waiver of any rights under this Agreement will be effective unless in writing and signed by the Party against whom the waiver is to be enforced. A waiver in respect of any default or breach will not constitute a waiver in respect of any other or subsequent default or breach.

11. Cancellation of Orders, Notices
11.1 Cancellations will only be accepted in written form once received at the Registered Offices by recorded delivery.
11.2 The Client may terminate an Order once agreed reasonable losses are paid, including but not limited to supplier costs, contract object withdrawal, restocking fees, refurbishment costs, third party costs with regard to the contract object including postponement.
11.3 If the Client decides to cancel the contract after having ordered bespoke contract objects, PDJ Vibro reserves the right to recover from the Client all reasonable costs and expenses properly incurred and arising as a result of that cancellation.
11.4 All notices will be in electronic and/or written form and be delivered to the registered email addresses or Registered Offices of PDJ Vibro with proof of delivery.

12. Buyer’s Default
12.1 The Client being guilty of any material default or persistent breach of these Terms and Conditions or Contract. Including but not limited to any financial default, breaching conditions of maintenance or loss of equipment.
12.2 On completion of formal notice PDJ Vibro is authorised to withdraw from any agreement or contract and will require compensation for any reasonable losses due to termination.
12.3 PDJ Vibro shall not be liable to the client or any third parties for indirect damages and financial loss for withdrawing from the Contract or Agreement.

13. Assignment
13.1 Neither Party may assign, transfer, mortgage or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party.
13.2 Each party that has rights under the contract is acting on its own behalf and not the benefit of another person.

14. Retention of Title
14.1 All products shall remain the property of the supplier until all indebtedness from the client to the supplier has been discharged, but the risk in the goods shall be borne by the client from the date of delivery by the supplier or its agents to the client and the client shall be under a duty to maintain the products in full repair and condition.
14.2 The Client is not authorised to dispose of the Contract Object until any outstanding debts or costs are paid to the Supplier. Any rented equipment is subject to Clause 8 of these Terms and Conditions.
14.3 All Intellectual Property Rights are retained by the Supplier and are not transferrable as part of any sale or rental Agreement.

15. Limitation of Liability
15.1 The supplier shall not be liable to the client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the client or of an indirect or consequential nature including without limitation any economic loss or loss of turnover, profits, business or goodwill.
15.2 Except in the case of death or personal injury caused by the supplier’s negligence, the supplier’s liability under or in connection with these Terms and Conditions, or under any express terms of the contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the sum of the supplier’s available insurance.
15.3 The client is obligated to report any damage or losses to PDJ Vibro within 24 hours in writing, (Electronic or Post), stating the reason and extent. If the client fails to meet this obligation, they are obligated to compensate PDJ Vibro for all reasonable losses.

16. Force Majeure
16.1 The supplier shall have no liability to the Client under the contract if it is prevented from, delayed in performing, its obligations under the contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the supplier or any other party), failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire flood, storm or default of suppliers or subcontractors.

17. Third Party Rights
17.1 All documents in the provision of the Contracted Object passed to the Client will remain the ownership of the PDJ Vibro unless expressly stated otherwise in writing and returned to PDJ Vibro on cessation or termination of the Agreement.
17.2 The Client shall not pass and is not authorised to allow Third Parties any access to documents, contractual or technical, that are transferred to them by PDJ Vibro.
17.3 Should the client or a third party alter the contractual object, any warranty claim against PDJ Vibro would be invalidated.
17.4 Any Takeovers of the Client by Third Parties are obligated to these Terms and Conditions and any Agreements.
17.5 Nothing in these Terms and Conditions shall confer any right on a third party whether under the contracts (Right of Third Parties) Act 1999 or otherwise.

18. General Provisions
18.1 To enable the supplier to perform its obligations under any contract the client shall: 18.1.1 co-operate with the supplier 18.1.2 provide the supplier promptly with all information and documentation reasonably required by the supplier; 18.1.3 make resources available as necessary 18.1.4 comply with such other requirements as may be set out in any Agreement.
18.2 The client shall be liable to compensate the supplier for any additional expense incurred by the supplier through the client’s failure to follow the supplier’s reasonable instructions, or though the clients failure to comply with clause 19.1.
18.3 The Client warrants that any data or other materials supplied by the client and its use by the Supplier for the purpose of providing the Contract Object will not infringe the copyright or other rights of any Third Party and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from such infringement.
18.4 During the term of the contract and for a period of twelve months thereafter neither the supplier or the client shall solicit or permit any subsidiary or associated undertakings to solicit the employment of any employee, agent or sub-contractor of the other who is directly involved in the performance of a contract.
18.5 The supplier shall retain control over the manner and means in which it shall perform Contract Object including which staff and resources are allocated in respect of a particular contract.

19. Confidentiality
19.1 The Supplier and the Client and their employees will treat as confidential all data and information about either party regarding performance of its duties under the Agreement.
19.2 Any Variation to confidentiality, as set in clause 19.1, both the Supplier and the Client are obligated to obtain prior written consent from the other party.
19.3 Either party shall not use any such information other than for their obligations under the Agreement.
19.4 This obligation shall survive for 12 months after cessation or termination of the Agreement.

20. Data Protection
20.1 The client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the supplier.
20.2 The supplier shall only be responsible for written Data received from the client, under the Data Protection Act.

21. Health & Safety
21.1 Current Health and Safety regulations and legislation will be adhered to at all times with regards to services and equipment supplied. PDJ Vibro is not liable for any misuse or unskilled operation of supplied equipment or equipment that is not correctly maintained.

22. Law and Jurisdiction
22.1 The contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.