PVL TERMS AND CONDITIONS
These Terms and Conditions for the Supply of Goods and Services (“Terms”) apply to any quotation or proposal and to any contract between us, PVL UK Limited, whose registered office is at 56 Victoria Road, Burgess Hill, West Sussex, RH15 9LR (Company Registration Number 04882474) (“PVL”, “the Company”) and you. Where we enter into a separate written contract with you, the terms of that written contract will prevail to the extent of any inconsistency.
of ( “the Customer”) for the supply of the goods and/or services detailed in any such quotation, proposal or contract, as the case may be.
1. DEFINITIONS
In these Terms:
“Customer” you, namely the person, firm or company to whom the Sales Invoice is addressed;
“Goods” any goods to be supplied as more particularly specified in our Quotation, including (but not limited to) any artwork, visuals and/or finished material produced for you or a third party by us, our agents or subcontractors, and any drawings, specifications or other information relating to the Goods, or as otherwise agreed by you and us in writing;
“Order” any order from you for Goods and/or Services in response to our Quotation; “Price” the price of Goods and/or Services as described herein;
“Services” any services to be supplied as more particularly specified in our Quotation or as otherwise agreed by you and us in writing;
“Tender” or “Quotation” our written proposal to you detailing Goods and/ or Services to be supplied, the Price and any other key terms negotiated between us which are specific to those Goods and/or Services; and
“Special Products” Including and not limited to Mirage™ Thermal Roof Marking
“Terms” means the standard terms and conditions for the supply of Goods and Services set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between us and you.
1.1 All Quotations and Tenders are given and contracts are made by the Company subject to and only upon these terms and conditions which cannot be varied unless previously agreed in writing by The Company and these terms and conditions supersede any other terms and conditions appearing elsewhere including any terms or conditions of the Customer and any course of dealing established between the Company and the Customer extending to any terms that might be implied.
1.2 Tenders and Quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 30 days from their date of issue. No binding contract will in any case arise until the Customer is notified by the Company of the acceptance of its Order (except that until such time as Goods are manufactured to the Customer’s order or Goods or Services are supplied to the Customer, any such contract shall be conditional upon the credit status of the Customer being to the Company’s satisfaction, should the credit status of the Customer change during the Order process the Company reserves the right to cancel or amend the Order or its Terms).
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.4 Any reference in these Terms to a statute or a provision of a statute shall be construed to that statute or provision as amended, re-enacted or extended at the relevant time.
2. SPECIFICATIONS
2.1 The Customer shall be responsible for ensuring that any drawings, sketches, specifications, descriptions or information or other instructions supplied by the Customer or by any agent or representative of the Customer in connection with the manufacture or sale of any Goods or the supply of any Services are accurate and meet the Customer’s requirements, and the Customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the Company by reason of or arising directly out of any claim in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or information or otherwise in relation thereto extending to any consequential loss or legal costs.
3. PURCHASE ORDER
3.1 The Company shall not confirm or accept any order for Goods and/or Services unless it has received a physical Purchase Order (“PO”) from the Customer.
3.2 No manufacturing, scheduling, provision of Services or material allocation shall commence until an official PO is received by the Company.
3.3 The Customer shall ensure that each PO specifies the type and quantity of Goods and/or the scope of Services ordered.
3.4 The Company reserves the right to decline any order at its absolute discretion.
4. DESCRIPTIONS AND MODIFICATIONS
4.1 Any illustrations, samples or descriptive materials, including drawings, specifications of weight, capacity or dimensions, and particulars of shade and quality furnished by PVL to you shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright and any moral right of the author therein) shall remain the exclusive property of the Company and must not be copied, re-used, loaned or transferred without prior written agreement from the Company.
4.2 The Customer acknowledges that all intellectual property rights associated with Goods sold are the sole property of PVL (or of PVL’s licensor/s) and that the Customer shall neither have nor acquire any rights in the same. In particular, unless agreed explicitly in writing by the parties, the Goods are sold for use or application by the Customer in the course of its own operations and not for resale or for adaptation or conversion into other goods. Should the Customer wish in the ordinary course of its business to resell, lend, let out on hire, lease or otherwise dispose of Goods (or to resell the Goods to any associate for the same purpose), a condition precedent to its right to do so shall be its entry into a license agreement in a form acceptable to PVL. This condition may only be waived by PVL in a writing signed by one of its directors. The Customer agrees to indemnify the Company in respect of any unathorised use and in the event of unauthorised use the Company may require the Customer to deliver up the Goods.
4.3 Should the Customer make any development of, improvement, modification, adaptation or alteration to the Goods (each an “Improvement”), then;
a. It shall promptly notify PVL in writing and on demand provide all information necessary for PVL to understand and evaluate the significance and benefit of the Improvement; and
b. It grants to PVL and its assigns an irrevocable non-exclusive global royalty-free licence to use any Improvements for any purpose, including the right to assign, grant licences and sub-licences; and
c. if any patent is granted to the Customer in respect of such Improvement the Customer grants to PVL for the full term of the patent an irrevocable non-exclusive global royalty free license to use such patent for any purpose, including the right to assign, grant licences and sub-licences.
4.4 The Customer shall give PVL immediate written notice upon becoming aware of any claim by any third party that the Goods or Services infringe the intellectual property rights of the claimant or any other third party and shall provide PVL with copies of all relevant documents and information relating to such claim, but shall take no other steps in respect of such claim without the prior written consent of PVL.
4.5 Where PVL sells Goods or Services which incorporate its intellectual property or intellectual property licensed from a third party or which involve the communication of commercially confidential information of PVL, PVL may, at its sole discretion, require the Customer to enter into a confidentiality agreement in its standard form.
5. DELIVERY
5.1 The Company shall take reasonable steps to execute the contract within the quoted period, which period shall (unless otherwise specified) commence from the date of receipt by the Company of all instructions and information necessary for the execution of the contract, but such time is not guaranteed, nor deemed to be of the essence of the contract. The estimated time for completion of the contract by the Company shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Company which is notified by the Company to you in writing (“Force Majeure”). Should the Company not be able to fulfil the whole or any part of an Order as a result of Force Majeure:
a. Where PVL cannot fulfil the whole of an Order after 30 days from first notifying the Customer of Force Majeure, either party shall be entitled to rescind the contract upon written notice to the other; and
b. Where PVL cannot fulfil part of an Order after 30 days from first notifying the Customer of Force Majeure, either party may elect by written notice to the other to cancel the obligations of each party to the other in respect of the relevant part of the Order.
5.2 If by reason of instructions or lack of instructions from the Customer the despatch of any Goods in accordance with this contract is delayed for 28 days after the Company has given notice in writing to the Customer that such Goods are ready for despatch the Goods shall be deemed to have been delivered in accordance with the contract and thereafter the Goods shall be deemed to be at the risk of the Customer. In such case, the Customer shall pay to the Company the reasonable costs of storing, protecting and preserving such Goods and the Company shall have a lien upon the Goods for the cost of such storage, protection and preservation and for any other monies owing by the Customer to the Company on any account.
5.3 If the contract provides for the delivery by instalments, delay in delivery or non-delivery of any instalment shall not entitle the Customer to treat the contract as at an end or to reject any other instalment.
5.4 If the Goods are ordered for collection the Company will advise when they are ready for collection and allow the Customer 7 days to collect. If the Customer has not collected the Goods within 7 days the Company reserves the right to charge a storage fee of £100 per day for each additional day the Goods remain in storage with the Company. The Company shall have the right to refuse to store Goods if the Company lacks the capacity to accommodate the Goods, in such event the Company may arrange storage and the Customer agrees to indemnify the Company in respect of all storage costs incurred. In the alternative to storage the Company may sell or dispose of the Goods. Goods stored with the Supplier at stored at the Customer’s risk.
5.5 The Customer is responsible for all duties, taxes and costs incurred in relation to delivery/import save unless expressly agreed in the Quotation.
6. ACCEPTANCE OF THE GOODS
6.1 The Customer shall be deemed to have accepted the Goods (i) 2 working days after delivery has been made to the Customer or to its order, or (ii) immediately where condition 4.2 applies.
6.2 The Customer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Company by email customerservice@pvluk.com within 2 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
6.3 Where the Customer has accepted, or has been deemed to have accepted, the Goods, the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
7. LOSSES OR DAMAGE IN TRANSIT
7.1 Without limitation of clause 5 above, if the Goods have not been received within 14 days of the date of invoice or if they have been received but appear to be in a damaged condition, then the Customer shall immediately give notice to the Company of the relevant facts. Where delivery is made by a carrier on behalf of the Company the Customer must notify both the Company and the carrier in writing of any alleged non-delivery or short delivery within the time limits currently laid down by the carrier for notification of such claims and in any case, not more than 3 working days from date of receipt of Goods. In the case of damaged Goods inspection shall be made in the presence of the carrier and such notice to the Company shall be given by endorsement by the Customer on the delivery and advice note. Notwithstanding any other provision of these Terms, if such notice is not so given the Company shall not be liable to the Customer in respect of any loss or damage suffered by reason of non-delivery, short delivery or damage which is apparent upon inspection and the Customer shall accept liability as if all the Goods had been received and shall not claim against the Company in respect of non-delivery, short delivery or damage in transit.
7.2 In the case of Goods delivered to premises other than the Customer’s premises at the request of the Customer, the Customer shall remain responsible for complying with the provisions of this Clause.
8. TRANSFER OF RISK AND INSURANCE
8.1 Goods shall be at the Customer’s risk from the moment of delivery or deemed delivery whether or not property in the Goods has passed or payment or part payment made therefore, and thereafter the Customer shall be responsible for insuring the Goods unless otherwise stated in your Order Form or Quotation
9. .PRICE
9.1 Unless otherwise specified on individual quotation or invoice, the contract price excludes Value Added Tax, or any other tax or duty payable, the amount of such taxes or duties shall be added to the contract price and shall be payable by the Customer in the same manner as the contract price.
9.2 Unless otherwise specified the contract price is based on the assumption that the Goods and or Services will be supplied in one batch and accordingly the Company may, at its discretion at any time, increase the contract price to take account of any additional costs to the Company (including but not limited to storage and delivery costs) by reason of the supply of the Goods and or Services in more than one batch.
9.3 The Company shall be entitled to make an additional charge where the value of an Individual Order is less than GBP £100 excluding VAT. The Company also reserves the right to change this minimum order value from time to time.
9.4 Should the Customer default in making any payment when due, the Company reserves the right without prejudice to any other remedy which it may have to cancel this contract and /or any other contract between the Customer and the Company and/or to suspend delivery until payment shall have been made.
9.5 Without prejudice to any other remedy which the Company may have, in the event of the Customer repudiating the whole or any part of the contract (for example, by notifying PVL of its intention to cancel an Order), the Company shall be entitled to recover all expenses incurred by the Company in respect of such contract (whether or not foreseeable at the time of entering into the contract) to the date of repudiation or which are unavoidable notwithstanding repudiation and any loss of profit arising by reason of such repudiation.
10. PAYMENT AND INTEREST
10.1 Payment shall be made within 30 days of the date of invoice. All payments shall be made in full without deduction in respect of any set-off or counterclaim.
10.2 The contract price shall be payable by the Customer notwithstanding any delay in delivery or performance under the contract and notwithstanding any adjustments or corrections which may be required to the Goods or Services.
10.3 The Customer shall not withhold payment on the grounds of any alleged defect or non-conformity of the Goods or Services.
10.4 The Customer agrees that any dispute regarding the invoice must be raised in writing and within 10 days of the invoice date, failing which the invoice shall be deemed accepted by the Customer.
10.5 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement. This does not apply to invoices contested under clause 5.2.
10.6 The Company reserves the right to charge the Customer a fee of 5% of the total transaction value for payments made by credit card in respect of the sale of goods or supply of services. This fee shall be applied to business-to-business transactions only and shall be in addition to the Charges payable under the Quotation. The Customer shall ensure that any such payment, including the credit card transaction fee, is made in accordance with the payment terms in this clause 9.
11. RETENTION OF TITLE
11.1 The property in the Goods shall remain in the Company, which reserves the right of repossession, and (notwithstanding delivery of the Goods to the Customer or to a carrier or any third party) the property shall not pass to the Customer until:
a. the full amount due hereunder; and
b. the full amount due under all other contracts (if any) between the Company and the Customer has been paid to the Company in full.
11.2 Until title to the Goods has passed to the Customer, the Customer shall:
a. old the Goods on a fiduciary basis as PVL’s bailee;
b. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as PVL’s property;
c. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
e. give the Supplier such information relating to the Goods as PVL may require from time to time; but the Customer may resell or use the Goods in the ordinary course of its business unless the Customer is insolvent as defined in Section 123 of the Insolvency Act 1986 or if a receiver, administrator or administrative receiver has been appointed in relation to the Customer in which case the Company has first refusal on reclaiming the Goods and the Customer may only sell the Goods with the Company’s express permission in writing.
11.3 The Customer shall indemnify the Company against any loss or damage to the Goods until title has passed.
11.4 If payment of:
a. the contract price or
b. any sum payable by the Customer to the Company
has not been made on or before the due date or if a resolution shall be passed or a petition presented for the winding-up of the Customer’s business or the Customer shall become insolvent as defined in Section 123 of the Insolvency Act 1986 or if a receiver, administrator or administrative receiver shall be appointed in relation to the Customer the Company shall have the right with or without prior notice at any time to retake possession of the whole or any part of the Goods and/or any other Goods (and for that purpose to go on and enter any premises occupied by the Customer or any subsidiary, parent or associated company of the Customer) to the value of:
I. the contract price; and
II. any other sums due to the Company, without prejudice to any other remedy of The Company.
11.5. If the Company intends to take possession of the Goods, the Customer undertakes to assist in returning the Goods to the Company and allowing access to its premises for collection. In the event of the Company intending to take possession of the Goods, the Customer permits the Company access to its premises to identify and remove any Goods.
11.6. The Company may recover any costs incurred in repossessing the Goods from the Customer and enforcing its rights under this Agreement.
12. GUARANTEE AND LIABILITY
12.1 The Company shall at its option and without cost to the Customer, either repair or replace any defective Goods, or make good any defects which shall be proved to the satisfaction of the Company to be the result of faulty design, materials or manufacture or installation (where the Company shall itself have installed the Goods) provided however, that the Company shall have no liability for any such defects unless the Customer notifies the Company promptly in writing of the alleged defect and in the case of damage in transit, in accordance with the provisions of Clause 5 above.
12.2 The liability of the Company shall only apply to defects that appear under proper use and under conditions of operation not more onerous than those declared to the Company and in particular shall not apply to (i) defects which arise from the Customer’s neglect, misuse; (ii) improper installation; (iii) from alterations carried out without the prior written consent of the Company; (iv) from improperly conducted repair or maintenance; (v) defects arising from normal wear and tear, including from the action of weather and the elements on Goods applied to vehicles or exterior surfaces; or (vi) the failure to any Goods or Services to conform with any relevant legislation or best practice within the Customer’s or the Company’s industry.
12.3 The Company will not be liable for any defects if the Customer has not complied with PVL’s Fit Requirements which may be in place from time to time.
12.4 Any repaired or new parts will be delivered by the Company to the Customer free of charge. Any Goods, which have been returned to the Company shall become the property of the Company as soon as a replacement is dispatched.
12.5 The Company will under no circumstances allow deductions to be made from its accounts for repairs. The Company reserves the right to charge on a quantum merit basis for the costs of repairs where the damage has resulted from misuse or incorrect installation of the Goods by the Customer.
12.6 Neither acknowledgement of receipt nor investigation by the Company of any claim hereunder or consent under
12.7 11.2 above shall constitute or imply admission by the Company of any liability in respect of such claim.
12.8 All Goods supplied but not manufactured by the Company are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of the Company in respect thereof shall be to give to the Customer such benefits as the Company shall have received under any contract which the Company has with such manufacturer or under any guarantee which might be given up to the Company in respect thereof. In the event of such failure by such manufacturer for whatever reason to meet such liability which may arise by reason of any defect in such product or part thereof, the Company shall be under no liability to the Customer by reason thereof.
12.9 The sole remedy of the Customer in relation to defective Goods is set out in this clause 12 and all express or implied warranties or conditions statutory or otherwise as to the quality or fitness for any particular purpose of the Goods, except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the Sale of Goods Act 1979 or under the Unfair Contract Terms 1977 or any statutory modification or re-enactment thereof for the time being in force, are hereby expressly excluded.
12.10 Save as aforesaid, the Company shall be under no liability whatsoever to the Customer in any circumstances, whether in the contract, tort or otherwise, for loss of anticipated profits or revenue or contracts or for any other indirect or consequential loss or damage arising from any cause whatsoever.
12.11 Notwithstanding any other provision of these Terms, the liability of PVL to the Customer under any contract made subject to these Terms shall in no event exceed the purchase price of the Goods and Services paid by the Customer under such contract.
12.12 Nothing in this clause 11 shall have the effect of excluding or limiting PVL’s liability for fraud or for death or personal injury resulting from its negligence or for any other form of liability which may not be limited by law.
13. TERMINATION, CANCELLATIONS & RETURNS
13.1 If the Customer shall commit any breach of its obligations here under or shall make any default in payment of any sum due to the Company under this or any other contract whatsoever or if any distress, execution or other legal process shall be levied upon or sued out against the Customer’s property or assets or if the Customer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or if any petition or receiving order shall be presented or made against the Customer or, if the Customer is a Company, any resolution or petition to wind it up shall be passed or presented, or if a receiver, administrative receiver or administrator shall be appointed, then in each and every such case the Company shall have the right forthwith or any time thereafter to determine the contract (except insofar as it related to Goods title to which shall already have passed to the Customer) and to cancel any outstanding delivery and/or the further supply of Services and to stop any Goods in transit or service then being supplied and, notwithstanding any other provisions hereof, payment in respect of any delivery already made or Services already supplied shall become immediately due, but all without prejudice to any remedy which the Company may have against the Customer.
13.2 In the event that you need to cancel or amend an order that has been placed, you should contact PVL at the earliest opportunity. An order which has been accepted by way of an emailed order confirmation cannot be cancelled automatically except with the agreement of PVL. Successful order cancellations/amendments will be acknowledged in writing. Cancellations or amendments made after the point of order acceptance may be subject to costs, including the cost of all labour and materials used in the manufacture or part-manufacture of the order.
13.3 For bespoke products, returns will only be accepted if the products are damaged, faulty, or not manufactured to the agreed specification.
13.4 For non-bespoke products, if you change your mind or are not completely satisfied with the product, you may return the item to us in its original condition within 14 days of receipt.
14. DATA PROTECTION
14.1 You consent to the collection, storage and processing of any personal data you supply to us or which we obtain about you, your directors, officers, employees, agents or members (as applicable) by us in connection with this Agreement and to the transmission of this data across the Company and to its business partners for the fulfilment of the contract and the protection of our legitimate interests including statistical analysis, marketing of our services, debt collection and credit control. If you breach this Agreement, your personal data may also be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
14.2 Should you wish your personal data to be used for future marketing purposes and keeping you informed about our products and services, please tick here
15. CONDITIONS OF FITTING
Where the Services include fitting or decommissioning of livery, the following additional conditions apply:
15.1 All prices quoted for undertaking fitting are based on completion, including travel time, within the hours of 08:00 – 16:30 Monday to Friday (excluding bank holidays) and in accordance with the E.U. Working Time Directive.
15.2 Any work, including travel, required outside of these hours (including but not limited to extended working days, weekends, or overnight stays) must be agreed in advance, costed accordingly, and approved by both the Company and the fitter undertaking the work.
15.3 Prices do not include cleaning of vehicles, temporary lighting, heating or power. We reserve the right to levy reasonable additional charges for these services.
15.4 No liability will be accepted by the Company for theft, damage or vandalism to graphics resulting from the actions of any third party or any employee or agent of the Customer.
15.5 The Customer must ensure that all vehicles are stored in a clean, dry and dust-free environment with a minimum temperature of 16 degrees centigrade. An ideal working temperature of 19–21 degrees centigrade should be maintained to allow optimal performance of materials. The vehicle must not be cleaned for a minimum of 48 hours following the application of any livery. Failure to comply with these requirements may result in an aborted fitting charge and/or may void any applicable warranty.
15.6 The Customer must ensure that each vehicle is kept under cover in a clean, dry and dust-free environment, and maintained at the temperatures specified in clause 15.5, for a minimum of 12 hours prior to commencement of fitting. Following fitting, the vehicle must continue to be stored under the same environmental and temperature conditions for a minimum of 24 hours, or longer if required in accordance with the material manufacturer’s guidelines, to allow for proper adhesion curing.
15.7 The Customer must ensure that welfare facilities are available.
15.8 The Company reserves the right to subcontract any parts of the Services.
15.9 The Customer must provide uninterrupted and unhindered access to all vehicles for the duration of the fitting works. This includes, but is not limited to, the provision of a suitable power source in close proximity to the fitting area and adequate working space around each vehicle to allow the work to be carried out safely and efficiently.
15.10 Where the Company is directed to decommission livery, it accepts no liability for any damage caused by the removal or for any damage found around the site of removal.
15.11 In the case of vehicle wraps the Company will not be held responsible for the replacement of body mouldings, trims and badges that are required to be removed during the application process. Clips and tapes on these items are generally not designed to be re-fixed and badges are not designed to be removed.
15.12 If the vehicles are not available or are not in a suitable environment as described above, the Company reserves the right to leave the site and charge an aborted visit fee equal to the Company’s daily business rate.
15.13 If the Customer wishes to cancel or amend any booking date arranged for fitting or decommissioning, the Customer must give the Company at least three working days’ notice prior to the booking date. Any cancellation or amendment without such notice will be subject to a fee equivalent to the Company’s daily business rate.
15.14 Where the Customer requests that fitting is carried out on a day with reduced working hours (for example, due to early site closure), the Company reserves the right to charge for a full working day as defined in clause 15.1.
15.15 Where a vehicle has been recently repainted, the Customer must ensure that the paintwork is fully cured prior to installation and must provide the date of completion. The Company accepts no liability for any damage to the paintwork where such information has not been provided prior to livery installation.
16. E-COMMERCE
16.1 An order placed by the Customer on the Company’s website constitutes an offer to purchase the goods specified in the order, subject to these Terms and Conditions. The contract is formed when the Company sends an email to the Buyer confirming acceptance of the order (Order Confirmation).
16.2 The Customer may not cancel an order once the Order Confirmation has been issued, except as permitted under these Terms or as required by applicable law.
16.3 Payment for goods must be made using the methods specified on the Company’s website. The Company uses secure payment processing systems to protect the Customer’s payment information.
16.4 By using the Company’s website to place an order, the Customer agrees to comply with the website’s terms of use and acknowledges that digital acceptance of these Terms is legally binding.
16.5 The Company will process the Customer’s personal data in accordance with its Privacy Policy and applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR).
16.6 The Company uses cookies on its website to enhance user experience. By using the website, the Customer consents to the use of cookies in accordance with the Company’s Cookie Policy.
16.7 The Company reserves the right to refuse any order if there are reasonable grounds, such as errors in pricing or stock unavailability. If payment has been made, the Company will promptly refund the Customer.
17. MISCELLANEOUS
17.1 Unless otherwise specifically agreed, Goods and Services shall not be required to comply with any direction, regulation or provision of any foreign law or governmental authority, including without prejudice to the generality of the foregoing, any direction, regulation or provision relating to safety. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
17.2 The Company shall have no liability to the Customer for any import or export compliance, penalties or charges.
17.3 No warranty is given by the Company that the use of the Goods for any purpose does not infringe any British or foreign patents or any other intellectual property rights of any person and the Company shall not be required to obtain the benefit of such rights for the Customer. The Customer expressly acknowledges that the licensor to PVL of any intellectual property rights utilised in relation to the Goods or Services shall have no liability to the Customer in relation to such rights or the Goods/Services and agrees to indemnify and hold harmless PVL from any loss (direct or indirect, foreseeable or unforeseeable), damage, expense, claim or counter-claim resulting from any claim made or threatened by the Customer or any party affiliated with it against such licensor.
17.4 Unless otherwise specifically agreed, the Company shall be entitled to affix to any Goods legends bearing the Company’s name and/or trademark or other marks.
17.5 No forbearance or indulgence shown or granted by the Company to the Customer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Customer or be regarded as a waiver of any of these Terms.
17.6 This contract shall be governed by and construed in all respects in accordance with English law and the Customer hereby submits for all purposes of and in connection with this contract to the exclusive jurisdiction of the English Courts.
17.7 A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this contract. This does not affect any right or remedy of a third party which exists, or is available, apart from that act.
17.8 If any provision or part-provision of these Terms 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 Terms.
18. BRIBERY ACT 2010
18.1 The Customer shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”) and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
18.2 The Customer shall promptly report to the PVL any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with any contract made subject to these Terms.
18.3 The Customer warrants and represents (and shall promptly notify PVL if, at any time during the parties’ relationship, its circumstances, knowledge or awareness changes such that it would not be able to repeat these warranties):
a. that neither the Customer nor any of its officers, employees or other persons associated with it has been convicted of any offence involving bribery or corruption; and
b. to the best of its knowledge it has not been and is not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Relevant Requirements; and
c. where the Customer is a private person or private sector entity, it has not been listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; and
d. no public official has or will receive any legal or beneficial interest in any Goods or Services or in any payments made by the Customer to PVL.
18.4 Breach of this clause 18 shall be deemed a fundamental breach of these Terms and any contract between the parties.
19. ENTIRE AGREEMENT
19.1 These Terms together with any documents expressly referred to in them and any special terms expressly agreed between us in writing, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these Terms. In agreeing to these Terms, you have not relied on any representation other than those expressly stated in these Terms or otherwise expressly agreed by us in writing and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Contract.
20. SPECIAL PRODUCTS
WHERE WE ARE SUPPLYING TO YOU CERTAIN “SPECIAL PRODUCTS” AND NOTIFY YOU ACCORDINGLY, THE FOLLOWING ADDITIONAL TERMS WILL APPLY
20.1 In addition to the standard terms and conditions set out above, you undertake to the Company that:
a. the supply chain operated by you is secure;
b. that you have adequate cyber security measures in place and upon request of the Company will provide a copy of your cybersecurity policy and details of any security measures in place;
c. that the Special Products are at all times stored securely;
d. that the Special Products are tracked with a courier when they are transported to your customer;
e. that the Special Products are only sold within the territory agreed with the Company;
f. that all offcuts of the material in the Special Products are destroyed; and
g. that neither you nor any customer to whom you supply the Special Products copies or replicates the Special Products.
20.2 Without limiting the provisions of clause 18.1, you agree that you will:
a. provide secure, locked storage inside a building for all material for any Special Products in your care;
b. you will provide details to us of the identity of all of your customers to whom you supply the Special Products including details of all batches and materials supplied to your customers and the vehicles to which the Goods are applied (to ensure a full audit trail of how and by whom the Special Products are used).
c. you will ensure the collection and safe disposal (shredding) of all offcuts of the Special Products to ensure no part of any of the Special Products become available to any parties other than you and your customer.
20.3 You agree to report monthly to the Company in respect of all Special Products used or sold and all stock of Special Products you hold along with the details and information required by clause 18.2.
20.4 If you breach any part of this clause 20 you agree to indemnify the Company in respect of any losses it incurs as a result of your breach of this clause 20, including all costs and expenses incurred in managing any dispute or taking any action to mitigate its losses. You agree to pay the losses, costs and expenses incurred upon demand by the Company.
FOR THE CUSTOMER
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FOR PVL UK LTD
Position …………………………………………………………………………………………………….
Name …………………………………………………………………………………………………….
Signature …………………………………………………………………………………………………….
Date …………………………………………………………………………………………………….