Terms & Conditions
1.1 In these Conditions the following words shall have the following meanings:
“the Buyer” the person who accepts a quotation of the Seller for the sale of the Goods or whose order is accepted by the Seller
“Conditions” the standard terms and 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 the Seller
“the Contract” the contract for the purchase and sale of the Goods
“the Goods” the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions
“the Seller” PDE Waste Technologies Ltd and also where the context so permit any sub contractors for the Seller
1.2 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is
accepted by the Seller, subject in either case to 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.
1.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
1.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract
the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
1.5 Any advice or recommendation given by the Seller 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 the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or
recommendation which is not so confirmed.
1.6 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 the
Seller shall be subject to correction without any liability on the part of the Seller
2. ORDERS AND SPECIFICATIONS
2.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
2.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving
the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if
accepted by the Seller).
2.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where
the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
2.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify
the Seller 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 the Seller as a
result of cancellation.
3. PRICE AND PAYMENT
3.1 The Seller remains the owner of all goods whether in his or the Buyer’s possession until the Goods are paid for in full.
3.2 Unless otherwise stated the price shown overleaf is the VAT exclusive ex works price of the goods. Where the Seller is responsible for carriage packing and insurance of the
Goods the cost of the same will be charged to the Buyer at the rate current at the time of delivery
3.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which
is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase
in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any
delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3.4 Payment is to be made on delivery unless payment terms are agreed and shown overleaf
3.5 Unless previously withdrawn any quotation given will remain open for acceptance within 30 days of the date thereof.
3.6 The quotation is conditional upon the Buyer providing at the time of placing his order or within the time stated in the quotation all information necessary to enable
manufacture of the goods to proceed forthwith.
3.7 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
3.7.1 cancel the contract or suspend any further deliveries to the Buyer;
3.7.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the
Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3.7.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank base rate from
time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
4.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for
collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
4.2 Any dates quoted for delivery of the Goods are approximate only and the Seller 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 the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date
upon giving reasonable notice to the Buyer.
4.3 The Goods shall be at the Buyer’s risk immediately upon delivery to the Buyer (and the Buyer shall insure accordingly)
4.4 Where the Seller is responsible for carriage the Seller will replace Goods which fail to arrive or which arrive in damaged condition. However in order to comply with the
terms of the Seller’s own insurance policy notification of loss of or damage to the Goods in transit must be made to the Seller in writing within fourteen days of the date of
despatch failing which no claim in respect of such loss or damage will be entertained by the Seller. The Seller shall not be liable for any consequential loss arising from
damage to or loss of the Goods in transit
4.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in
accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as
4.6 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’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.
4.7 If the Buyer fails to take delivery of the Goods or fails to give the Seller 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 the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
4.7.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
4.7.2 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.
5. RISK AND PROPERTY
5.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
5.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
5.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the
Goods, the time when the Seller has tendered delivery of the Goods.
5.2 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 the
Seller 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 the Seller to the Buyer for which payment is
5.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’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 the Seller’s property, but shall be entitled to resell or use the Goods in
the ordinary course of its business.
5.4 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), the Seller shall be entitled at any
time to require the Buyer to deliver up the Goods to the Seller 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.
5.5 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 the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
5.6 The Buyer may provide items which are its property to the Seller for processing or so that the Goods may be added to or incorporated into them. The parties acknowledge that it is easiest and most cost effective for the Buyer to insure such property against all risks of damage or loss whilst on the Seller’s premises or in its custody an accordingly that it is not appropriate for the Seller to have liability for such property whilst on its premises or in its custody. The parties also recognise that this has been taken into account in the price charged by the Seller for the Goods. The Buyer will insure all such property, with an insurance company to be approved by the Seller for its full replacement value against all risks including (but without limitation) fire, theft, accidental damage whether caused by the Seller, its employees, servants, agents or otherwise
howsoever. Such insurance will be taken out with an insurance company to be approved by the Seller (such approval to be not unreasonably withheld) and will include provisions waiving subrogation rights against the Seller and naming the Seller as co-insured and beneficiary under the insurance policy.
6.1 Goods described in the Seller’s catalogue or elsewhere are subject to a continuing process of technical change and development and it is therefore understood and agreed by the Buyer that the goods supplied may not comply in all respects with such technical specifications
Company Registration Number: 62294282
6.2 Notwithstanding any recommendation or suggestion relating to the use of the Goods contained in the Seller’s catalogue or elsewhere or made by the Seller in response to a
specific enquiry from the Buyer it is the Buyer’s responsibility (unless otherwise specifically agreed by the Seller in writing) to satisfy himself of the suitability of the Goods for his own particular purpose and he shall be deemed to have done so. The Seller can accept no responsibility for the accuracy of any drawings particulars or specifications
supplied by the Buyer or for any defect or failure of the Goods to comply with any specifications arising as a result of the same
7.1 Subject to the conditions set out below and any specific terms agreed to in writing between the Seller and Buyer in the event of any defect being discovered within the period
mentioned in Clause 7.2 on the Goods supplied (whether originally or by way of replacement or repaired by the Seller, then subject to the time limits set out below and,
provided that the allegedly defective Goods are returned to the Seller’s service point carriage paid and properly labelled for identification within seven days of the discovery of
the alleged defect, the Seller will examine such part carefully, and if satisfied that the defect is due to faulty or bad workmanship, will repair the defective Goods or supply
replacements, free of charge ex the service point. The Seller may as it its option, carry out the fitting of such parts free of charge. The period of Guarantee is:
7.1.1 The time on which the Goods were despatched from the Seller’s works, or a period of 2080 hours of regime function, as measured by an hour meter fitted by the Seller, whichever is the first to expire.
7.1.2 For Goods supplied by way of replacement or repair, either under this guarantee or voluntarily at special rates or free of charge, or for Goods supplied by the way of alteration or addition to any Goods previously supplied, the unexpired portion of the period applicable to the Goods concerned.
7.1.3 For Goods supplied as a way of replacement or repaired at the normal rates of charge, three months from the date of delivery of the new or replaced Goods.
7.2 The Warranty in Clause
7.1 is given by the Seller subject to the following Conditions:
7.2.1 the Seller reserves the right to vary the dimensions of any Goods set out in any specification prepared by the Seller insofar as such variation will not materially
affect the performance of the Goods for the Buyer’s stated requirements. However, because of the possible variables and inconsistencies of any payload, the Seller is unable to provide any warranty or confirmation of the maximum safe or legal payload of any Goods supplied.
7.2.2 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
7.2.3 the Seller 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 the Seller’s instructions (whether oral or in writing), misuse or alteration, amendment of or any form of obliteration or concealment of the Seller’s name identification numbers or marks, vehicles loaded beyond the gross vehicle weight or safe working load, Goods supplied as second hand, or Goods repaired
without the Seller’s approval;
7.2.4 the Seller 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;
7.2.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, 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 the Seller.
7.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
7.5 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 the Seller 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 the Seller accordingly, the Buyer shall not be entitled to reject
the Goods and the Seller 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
7.6 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
the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund
to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
7.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller 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 the Seller, 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 the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions
7.8 Any recommendation or suggestion relating to the use of the Goods in promotional literature or in response to a specific enquiry is given in good faith only. Notwithstanding
that the Buyer may have made a particular purpose process or condition of use of the Goods known to the Seller when the Goods are specifically manufactured to the Buyers own specification it shall be deemed to have satisfied itself before placing any orders as to the suitability of the Goods. The Seller shall be presumed ignorant of any particular special or unusual condition under which they are intended to be used and the Seller shall not be liable to the Buyer if the Goods shall be found unfit for any such purpose or condition unless such purpose or condition has been warranted in writing by one of the Sellers Directors
Subject to the provisions of these Conditions the Seller shall not be liable in respect of any claim (except in respect of a death or personal injury caused by the Seller’s
negligence) unless it has received written notice of the same within the Guarantee Period
Work individually commissioned or non standard products not used or taken up by the Buyer may not be capable of resale or reprocessing. In the event of cancellation or
alterations of the Contract or any part of it being requested by the Buyer and the Seller accepting the same the Seller will therefore charge the Buyer 100% of the price of the
work cancelled or to be substituted on which manufacture has commenced or been completed at the date of receipt of such written notice of cancellation or alteration by the
Seller. An appropriate reduction (to be determined solely by the Seller) will be given in respect of any non-standard parts or Goods held in storage by the Seller as the Buyers
property if such goods can be re-used in any reinstated order of the Buyer
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights (including but without limitation copyright design rights patent and moral rights) in the Goods and in any samples specifications designs and
drawings supplied by the Seller are the Sellers exclusive property & may not be copied or used without the Sellers prior written consent
10.2 The Buyer shall indemnify the Seller against all liabilities (including the costs of defending unsuccessful actions) arising as a result of work done on Goods supplied by the Seller in accordance with the Buyers specifications instructions or designs and which infringes or it is alleged infringes any patent trade mark copyright or the intellectual property rights of any third party
11.1 If any of the matters listed below occur then, without prejudice to any other right or remedy available to the Seller, the Seller 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:
11.1.1 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
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12. FORCE MAJEURE
The Seller 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 the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing,
the following shall be regarded as causes beyond the Seller’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage,
insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or
local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
13. GOVERNING LAW, JURISDICTION & VALIDATION
13.1 These Conditions and the Contract shall be governed construed and take effect in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts
14. NO SET OFF
The Buyer shall not be entitled to set-off any claims against payment of any amounts owing to the Seller.