The terms and conditions (“the Terms and Conditions”) set out in this document apply to all services provided or to be provided by PDQ Limited (“PDQ”) to the person, firm or company that has requested them (“the Client”).
1.1 In these Terms and Conditions:
1.2 Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.1 All Quotations, Orders placed by the Client with PDQ and Contracts are based on these Terms and Conditions.
2.2 The Specifications may be modified or varied by PDQ without notice to the Client provided that such modification or variation does not materially affect the Services.
2.3 All Orders shall be deemed to be an offer and no contract is created before PDQ accepts an Order.
2.4 Orders accepted by PDQ may only be cancelled or varied by the Client with the prior written consent of PDQ, subject to the Client providing at least 48 hours prior written notice if the Job Date is on a Monday to Friday, or at least 72 hours prior written notice if the Job Date is on Saturday or Sunday.
2.5 In the event of a cancellation in accordance with clause 2.4, the Client shall be liable to PDQ for:
2.6 In the event of variation in accordance with clause 2.4, the Client shall be liable to PDQ for all extra charges, costs and expenses incurred by PDQ as a result of such variation and such sums shall be payable in full the day following the Job Date and agreed payment terms.
2.7 The Price is based on costs and information available to PDQ at the time of providing the Quotation and in the event of any change in costs, information and/or any other details of the Services prior to completion of the Services then PDQ shall be entitled to adjust the Price accordingly.
2.8 The Price is exclusive of VAT and other duties and taxes which shall be payable in addition to the Price.
3.1 Performance times and dates given by PDQ are estimates only and failure to comply with such performance times and dates shall not amount to breach of contract by PDQ.
3.2 The Services shall be provided by PDQ as stated in the Quotation or as otherwise agreed by PDQ.
3.3. PDQ shall be entitled to perform the Services in such manner it deems reasonably appropriate.
3.4 If PDQ’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees (including but not limited to failure to comply with the Client’s obligations under clause 6 and clause 7) then, without prejudice to any other right or remedy it may have, PDQ shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and to amend the Price as deemed necessary.
4.1 Unless otherwise agreed in writing between PDQ and the Client, PDQ shall invoice the Client for the Price on or at any time after completion of the Services or in any event as soon as is practicable.
4.2 The Price shall be payable by the Client within 30 days of completion of the Services or unless otherwise agreed between PDQ Managing Director and the client.
4.3 In the event of failure by the Client to make payment of any sums payable by the due date then without prejudice to any other right or remedy available to PDQ, PDQ shall be entitled to:
5.1 The Client warrants that the Client is the owner or authorised agent of the owner of the Goods and is authorised to accept and does accept these Terms and Conditions.
5.2 The Client warrants that the Goods are in good working order and suitable for the purposes for which they are used and conform to all relevant United Kingdom standards or requirements and any other specification or requirement set out in the Order.
6.1 The Client shall provide PDQ with all necessary information to enable PDQ to provide the Quotation and Services.
6.2 The Client shall provide PDQ, as soon as practicable, with all relevant new information which comes to the attention of the Client. PDQ reserves the right to amend the Price in accordance with clause 2.7.
6.3 The Client warrants that all information provided by the Client is complete, true, and accurate.
6.4 The Client authorises PDQ to assume overall control of the provision of the Services.
6.5 The Client authorises PDQ to have free access to, and free movement on, the Site and to clear the Site of all vehicles and persons not directly involved in the Contract and, for that purpose, to set up barricades, tapes or cones, to the extent that PDQ may at its discretion require for the performance of the Contract unless otherwise agreed in the Order or by PDQ in writing.
6.6 PDQ shall be entitled to arrange for the Services, or any part of the Services, to be carried out by agents, sub-contractors or independent contractors who, for the purposes of the Contract shall be regarded as PDQ and whose rights against and duties and liabilities to, the Client shall be the same as those of PDQ under these Terms and Conditions.
6.7 Unless otherwise agreed, the Client warrants that all necessary consents, wayleaves, and approvals have been obtained, clear access is available and suitable conditions are in place (including without limit surfaces, roads and removal of obstacles) such that the Services can be performed without hindrance or interruption.
7.1 The Client shall, prior to PDQ agreeing to perform the Services, promptly notify PDQ of all information held by or reasonably available to the Client regarding any potential hazards known or believed to exist which may affect the provision of the Services including without limit any hazards at the Site and/or in the transport, handling, or use of any of the Goods.
7.2 The Client shall comply with all relevant laws, codes of practice and requirements of any competent authority applicable in the classification, packing and labelling of the Goods and ensure that where appropriate they are accompanied by the required emergency information.
7.3 The Client shall be responsible for the provision of safe working conditions and practices for PDQ workers whilst they are operating on the Site and the Client shall ensure that all the Goods are in a fit and safe state for PDQ to perform the Services.
8.1 PDQ is not a common carrier.
8.2 In the event the Goods require transportation by air, sea, road, or rail, and PDQ is required to transport the Goods, then PDQ may undertake the transportation itself or arrange for transportation by a third party and to charge for these activities as part of the Price.
9.1 Subject to 9.2 and 9.3 below, risk of damage to or loss of the Goods shall remain with the Client.
9.2 In the event PDQ arranges the transportation of the Goods either by a Carrier or itself, the risk of damage to or loss of the Goods shall pass to PDQ upon Loading and such risk shall remain with PDQ until Unloading at which time the risk shall revert to the Client. PDQ may organise relevant insurance for the Goods and charge for such as part of the Price. The Client shall inspect the Goods on arrival and provide all necessary cooperation in respect of the transportation.
9.3 In the event the Client arranges the transportation of the Goods either by a Carrier or itself, the risk of the damage to or loss of the Goods shall pass to PDQ upon Hookup and such risk shall remain with PDQ until Unloading at which time the risk shall revert to the Client. The Client shall inspect the Goods on Unloading.
10.1. PDQ shall be entitled to:
10.2 In the event the Specifications specify a particular type of Plant, PDQ shall be entitled to use a suitable alternative to the Plant in the Specification provided always that the Services are not materially affected.
10.3 In the event the Client requests specific or other specialised certified Lifting Gear in addition to the Plant provided, PDQ shall provide such Lifting Gear subject to the Client bearing any additional costs incurred.
10.4 The Client shall keep, maintain and insure the Plant in accordance with PDQ’s instructions from time to time and shall not dispose of or use the Plant other than in accordance with PDQ’s instructions or authorisation.
11.1 PDQ shall supply suitably qualified personnel for the provision of the Services including personnel competent in operating the Plant who shall have appropriate qualifications, training, and experience in the operation of the Plant.
12.1 Nothing in these Terms and Conditions shall exclude or limit the liability of PDQ for death or personal injury caused by PDQ’s negligence.
12.2 PDQ’s liability (if any) in contract, tort or otherwise arising from the provision of the Services shall be limited to the greater of:
12.3 PDQ shall not be liable to the Client or be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of its obligations under the Contract, if the delay or failure was due to any cause beyond PDQ’s control. Without limiting the foregoing, the following shall be regarded as causes beyond PDQ’s reasonable control:
12.4 Where PDQ are delayed in performing any of its obligations under the Contract for any cause beyond PDQ’s control, the Client shall cooperate with PDQ to minimise any delay and to rearrange the dates for performance of the Services.
12.5 PDQ shall not be liable for any loss, damage or injury caused or arising from:
12.6 PDQ shall not be liable to the Client in contract, tort or otherwise howsoever caused for any consequential loss including loss of profit, business contracts, revenues or anticipated savings, damage to Client’s reputation or goodwill, or any other special, indirect, or consequential loss.
12.7 The Client shall perform a full inspection of the Site within 10 working days of completion of the Services and shall notify PDQ of completion of this inspection and any defect in the Services identified.
12.8 Any claims by the Client must be notified to PDQ in writing within 15 working days of the date of completion of the Services or, where the defect in quality or condition of Services or matter complained of was not apparent on reasonable inspection, within 10 working days of the date of discovery of the defect or condition or matter, together with full details including nature of claim and loss, damage and injury.
12.9 If the Client does not notify PDQ in accordance with clause 12.8, the Client shall not be entitled to claim against PDQ and PDQ shall have no liability for such claim, and the Client shall be bound to pay the Price and all other sums owing to PDQ in accordance with the Contract.
13.1 PDQ shall maintain appropriate policies of insurance to cover its potential liability arising from the provision of the Services in the following minimum amounts:
13.2 PDQ shall be entitled to exclude the provision of the Services from cover under its existing policies and take out a specific insurance policy to cover the provision of the Services in the joint names of PDQ and the Client at the expense of the Client.
13.3 In the event the value of the Goods exceeds the limit referred to in clause 13.1, the Client shall provide PDQ with notice of this and provide sufficient details of the value of the Goods to enable PDQ to arrange appropriate insurance cover at the expense of the Client.
13.4 The Client shall be entitled to request other specific insurance cover and PDQ shall endeavour to arrange any such insurance cover at the expense of the Client.
13.5 The Client shall indemnify and keep indemnified PDQ against:
13.6 Any PDQ Suppliers must hold and keep current, the following insurance policies and in the minimum amounts stated below:
13.7 The Supplier will, when requested by PDQ, provide to PDQ a copy of the insurance policies required by the Contract, together with evidence of payment of the premiums for such insurance.
13.8 To the maximum extent permitted by law, and notwithstanding anything contained in this Contract to the contrary, PDQ shall not be liable to the Supplier for any special, economic, or consequential damages or losses, in each case whether direct or indirect, whether arising in contract, tort, negligence, warranty or otherwise, including but not limited to loss of revenue, loss of contracts or loss of profit.
13.9 To the maximum extent permitted by law, and notwithstanding anything contained in this Contract to the contrary, PDQ’s total liability to the Supplier, whether arising in contract, tort, negligence, warranty or otherwise, shall not exceed the Contract Price (including any agreed amendment thereto).
14.1 The Client shall not be entitled to assign any of its rights or obligations under the Contract without the prior written consent of PDQ.
14.2 The Contract and these Terms and Conditions contain the whole agreement between the parties and supersedes all previous agreements.
14.3 No failure or delay by PDQ in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver thereof or prejudice any other or further exercise by PDQ of any of its rights or remedies under these Terms and Conditions.
14.4 The rights and remedies in these Terms and Conditions are cumulative and not exclusive of any right or remedies provided by law.
14.5 These Terms and Conditions shall not be varied except with PDQ’s Managing Director’s prior consent.
14.6 A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the 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.
14.7 If a provision of these Terms and Conditions is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect:
14.8 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and the Contract and no person other than the parties to the Contract shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
14.9 The Contract and these Terms and Conditions shall be construed in accordance with the Laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
15.1 The Supplier shall supply the Equipment and shall ensure that the Equipment complies with the Contract. If the Supplier has not confirmed acceptance of PDQ’s order within 10 working days of its issue, PDQ may cancel the order in whole or in part at no cost to PDQ.
15.2 The Supplier shall be responsible for executing the Contract with all reasonable skill, care, and diligence in accordance with recognised industry standards, and any standards, specifications and codes specified by PDQ in the Contract, including without limit PDQ Environmental, Health and Safety Requirements.
15.3 The Supplier shall be responsible for the accuracy of any drawings, documentation and information supplied by it to PDQ, and shall pay to PDQ any extra costs occasioned by any discrepancies, errors, or omissions therein.
15.4 The Equipment or Services supplied shall be of the quality and shall conform to the performance requirements stated in the Contract, or where not stated shall be fit for the purposes intended and shall conform to all applicable laws and regulations.
15.5 The Supplier shall complete all agreed inspection and testing of the Equipment prior to despatch or at PDQ's premises, as required by PDQ.
15.6 The Supplier shall deliver the Equipment by the Completion Date and to the place specified in the Purchase Order, or if not so specified, as requested by PDQ. The Supplier warrants that the Equipment will not be subject to export or re-export restrictions, sanctions, embargoes, or liens. Where Services are to be provided, they shall commence on the date stated in the Purchase Order and continue for the duration stated therein, or by the stated Completion Date.
15.7 When the Equipment has been delivered and installed in accordance with the Contract, and has passed all required inspection and testing, it will be accepted by PDQ.
15.8 PDQ or its nominated representatives shall have the right, on reasonable prior notice, to inspect the Equipment at any time prior to despatch and if, in its reasonable opinion, any part of the Equipment is defective or otherwise does not conform with the Contract, PDQ may reject it. The Supplier shall give PDQ at least 5 working days’ notice in writing of any tests PDQ requires to be witnessed. All work required to enable the Equipment or Services to pass agreed inspection and testing, or otherwise necessary to ensure conformity with the Contract, shall be carried out promptly by the Supplier at its own expense.
16.1 The Contract Price is firm and shall include all applicable taxes, customs, fees, duties, and delivery. In accordance with the Purchase Order or if not stated, in accordance with clause 3.2, but shall exclude VAT which, if applicable, shall be added at the prevailing rate to any payment. The Contract Price shall become due for invoicing (the Due Date) when the Equipment or Services are accepted by PDQ in accordance with the Contract, or within 30 days of delivery, whichever is later. Unless agreed otherwise in writing, payment will be made within 60 days of receipt by PDQ of a valid invoice from the Supplier (the Final Date).
16.2 Payment against invoice or use of the Equipment or Services shall not be deemed of themselves to constitute acceptance by PDQ, nor relieve the Supplier from liability in respect of any obligations under the Contract.
16.3 No additional sums shall be payable in respect of variations to the Contract, unless to the extent that the same are the subject of a new Purchase Order confirmed in writing by an authorised representative of PDQ.
16.4 If PDQ fails to make payment in accordance with this Contract, the Supplier shall be entitled to simple interest calculated at the rate of two per cent (2%) per annum above the base lending rate of the European Central Bank for the period until the relevant payment is made. 6.5. Without prejudice to any other right or remedy, PDQ will be entitled to set-off any amount due from the Supplier, against any sums payable to the Supplier or recover any such amount as a debt.
17.1 If any dispute or difference arises in relation to any matter under the Contract, it may be referred by either party to senior management of the Supplier and PDQ, who will meet to discuss the matter within 10 working days of the date of its referral (or as soon as reasonably practicable) with a view to resolving the relevant dispute or difference.
17.2 In the event that no settlement is reached, then either party may refer any dispute or different arising in relation to any matter under the Contract for alternative dispute resolution (“ADR”) procedure as may be agreed between the parties. The costs and fees associated with such ADR procedure shall be paid equally by the parties. In the event that the parties cannot resolve the said dispute or difference or agree on a suitable ADR procedure within 6 calendar weeks of the original notification of the matter, or if the said dispute or difference cannot be resolved by the ADR procedure, then such dispute or difference shall be referred to one or more arbitrators under the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
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