Sales terms & conditions

Effective as of 26th October 2022

These terms and conditions of sale (the “Terms”) govern our relationship between you (the “Customer”) and PDQLogic Limited, a company registered in England with company number 08798772 and whose registered office address is at The Old Bakery, 90 Camden Road, Tunbridge Wells, England, TN1 2QP (the “Company”).

By making any purchase from the Company through the Company’s website at (the “Website”) or offline direct with the Company for the supply of goods or services (a “Contract”), you are agreeing to comply with and be bound by these Terms.

  1. Application of these Terms to all Contracts

1.1 The following Terms shall apply to all Contracts for the sale of goods or services between the parties, to the exclusion of any other terms and conditions.

1.2 The Company’s website content, brochures, advertising or other matter issued by or on behalf of the Company shall not form part of the Terms or constitute any representations or warranties by the Company for the supply of goods or services.

  1. Orders

2.1 No order received from a Customer shall be considered accepted until:

2.1.1 if made through the Website, an email confirmation is received by the Customer from the Company confirming the order; or
2.1.2 where made offline, either an email confirmation or written confirmation is provided by the Company to the Customer.
2.2 The Company reserves the right to reject any order. If the Company rejects an order, the Company will notify the Customer that the order will not be processed. If the order has already been processed and the Customer has paid the Company’s charges, these charges will be refunded to the Customer unless the Company has reason to believe that the goods have been purchased on behalf of a 3rd party who is located outside of the territories served by the Company. In this case the Company will, at its discretion, deduct any transaction charges incurred as a result of processing the order. A notice to this effect is displayed prominently on the checkout page of the Company website and provides details of how to contact the Company for clarification before placing an order.

  1. Time and Place for Delivery or Despatch

3.1 Any times quoted for delivery or despatch are to be treated as estimates only. Whilst every endeavour will be made to meet estimated times for delivery or despatch, the Company shall not be liable for failure to deliver or despatch within the time quoted.

3.2 Delivery methods and costs of delivery will be specified on the Website, or are otherwise available on request.

  1. Multiple items

4.1 In case of a Contract calling for multiple items, each item shall be deemed to be sold under a separate Contract. Failure of the Company in respect of any one or more items shall not entitle the Customer to treat such failure as a repudiation of all items.

4.2 The failure of the Customer to pay for any item shall entitle the Company, without prejudice to any other remedy, to treat the whole Contract as repudiated.

  1. Cancellation

5.1 Unless acting as a consumer under the terms of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you will not be entitled to cancel or return an order once it has been placed (unless the products are found to be defective, in accordance with clause 7).

  1. Damage to Goods in Transit

6.1 Any damage to goods in transit should be notified to the Company according to the defect policy set out in clause 7. The Company shall not be liable for any claim or damage unless notification is received in accordance with these Terms.

6.2 The Company’s liability shall be limited to the price of the damaged goods.

  1. Defective Product

7.1 The Company warrants its products against defects in materials and workmanship under normal use for a period of one year from date of shipment (the “Warranty Period“). If a defect arises and a valid claim is received within the Warranty Period, the Company will, at its option and to the extent permitted by law, for any products that are returned and confirmed by the Company to be non-conforming to the order specifications and/or the applicable quality and acceptability standards, either (i) replace the product at no charge or (ii) issue a credit equal to the original purchase price of the product. When a product is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the Company’s property. When a refund is given, the product for which the refund is provided must be returned to the Company and becomes the Company’s property. The Company will not accept liability for any cost in addition to the value of the product including but not limited to components, labour, business interruptions and any other consequential damages or losses.

7.2 In the event of any claim that the goods are defective as to their quality or condition or fail to correspond with any agreed specification or other term of the Contract, the Customer must:

7.2.1 notify the Company in writing within the Warranty Period of their intention to return the goods (the “Notification Date”); and

7.2.2 return the goods to the Company together with a written report detailing the reason for rejection within 4 weeks from the Notification Date.

7.3 Time shall be of the essence in respect of clause 7.2, and a failure to comply with clause 7.2 shall mean that the Company shall not be liable in any way to the Customer and the Customer will remain responsible for the price of the goods as if they had been delivered fully in accordance with the Contract.

7.4 This limited warranty does not apply: (a) to damage caused by use with non-Company products; (b) to damage caused by accident, abuse, misuse, flood, fire, earthquake or other external causes; (c) to damage caused by use of the product outside the permitted or intended uses described in the product specifications; (d) to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of the Company; (e) to a product or part that has been modified to alter functionality or capability without the written permission of the Company; or (f) to cosmetic damage, including but not limited to scratches or dents, that does not otherwise affect the product’s functionality or materially impair its use.

7.5 Complaints by the Customer in respect of goods alleged to be defective shall not be a valid reason for non-payment of any other amounts due from the Customer. There are no rights of set-off or withholding of payments due from the Customer to the Company.

7.6 In the event that the Customer wishes to return a product for any reason, the Customer shall be responsible for paying the delivery costs of the return of the product to the Company. However, if the Company finds that the product was defective in accordance with the terms of this agreement, the Company will refund all reasonable delivery charges, on providing proof of the same.

  1. Product Support

8.1 The Customer shall be entitled to email support and, where applicable, software updates at no additional cost for the Warranty Period of any product purchased directly from the Company Website, or via a Contract with the Company.

8.2 After the Warranty Period has elapsed for a product purchased directly from the Company, the Customer will be required to enter into a service agreement with the Company to continue receiving software updates. The terms and conditions of the service agreement are separate to these Terms and can be requested from the Company using the contact details published on the Company Website.

  1. Intellectual Property Rights

9.1 The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the goods purchased from the Company and all Software including any copyrights, patents, trademarks, design rights and other intellectual property rights relating to any hardware, Software or other products or services purchased from the Company.

9.2 The Customer is granted a personal, non-transferable and non-exclusive licence to use the Company’s products and Software on these Terms and except as expressly stated herein, these Terms do not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the hardware, products or services purchased from the Company or any of their related documentation.

  1. Software licence

10.1 The Customer shall be granted a licence to use any software which may either be embedded in the products supplied by the Company or delivered separately to the Customer in any format on the terms of the Company’s software licence

  1. Price

11.1 The price of the goods shall be the price quoted on the Website or given under a quotation in writing by the Company to the Customer. If a quotation is provided, such prices will be valid for one month from the date of the quotation. The Company shall be entitled to review the price thereafter.

11.2 All prices are quoted excluding VAT, which will be added to the cost of the purchase for UK based sales.

11.3 The price quoted on the Website for shipping outside of the UK is for ‘Delivered At Place’ (DAP). It covers the cost of shipping only and does not include import tax, import duty, customs charges, courier tax collection charges or any other applicable charge. The Customer is responsible for paying all import related costs. When the goods have arrived at customs in the destination country the courier will send a notification to the Customer email address, entered at the time of ordering. This will state the total charge payable by the Customer, and how to pay it, before the goods will be delivered. If the charge is declined by the Customer then the Company reserves the right to pass on any charges to the Customer it incurs as a result of the goods being returned. Any such charges shall be deducted from any refund due to the Customer.

  1. Force Majeure

12.1 The Company shall not be responsible for the non-performance in whole or in part of its obligations, nor under any liability to the Customer in respect thereof if such non-performance is due acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond the reasonable control of the Company. On the occurrence of the aforementioned events, the Company reserves the right to cancel or suspend all or part of any other order without any liability.

  1. Risk

13.1 Risk of damage to or loss of the goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to accept delivery of the goods when sent, at the time when the Company has tendered delivery of the goods.

13.2 The goods shall be deemed to have been delivered unless notification of non-delivery of the whole or any part of a consignment is received by the Company in writing, other than on the delivery note, within three days of the date of delivery. If the Customer is in breach of this condition, the Company shall be under no liability whatsoever in respect of loss in transit or non-delivery of the whole or any part of the goods.

  1. Export Compliance

14.1 International orders may be subject to export control laws and regulations. You agree to comply with all applicable export control laws and regulations of any applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorisations that may be required to import any goods and to pay any taxes or other charges which may be applied to your purchase.

  1. Consequential Loss and Damage

15.1 The Customer agrees that it shall not use any product purchased from the Company in any system where failure of such system could result in substantial loss or damage, or any injury or danger to life. Further, whilst every effort is made to ensure the accuracy of data generated by the Company’s products it cannot be guaranteed and is therefore indicative only. Data generated by the Company’s products shall not be used to formally verify any product developed by the Customer or a third party.

15.2 The Company shall be under no liability whatsoever to Customer in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the goods without the Company’s approval.

15.3 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 statue of common law are excluded to the fullest extent permitted by law.

15.4 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract for any consequential compensation, whatsoever and whether caused by the negligence of the Company, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use by the Customer except as expressly provided in these conditions.

15.5 Notwithstanding any other term of these Terms, the Company shall not be liable for any indirect or consequential loss (including but not limited to, and including any direct losses which relate to, the loss of goodwill, loss of business, loss of anticipated profits or savings and all other pure economic loss) arising out of or in connection with the Contract; and the maximum liability of the Company in respect of any Contract shall not exceed the Contract price.

  1. Representations and warranties

16.1 The Customer agrees that it is not relying on any representation, warranty, undertaking, covenant or assurance of any nature whatsoever (whether or not in writing) made or given by any person or included in any sales literature or information provided (whether verbally, electronically or in hard copy) which is not expressly set out in the Contract.

  1. Waiver

17.1 Failure by the Company to enforce any rights under these Terms shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise of such Terms at a later date.

  1. Notices

18.1 All notices and other communications shall be in writing, or by email, and shall be deemed to have been duly given when delivered, if delivered by messenger during normal business hours of the recipient; or when sent, if transmitted by fax (with receipt confirmed) or by email, during normal business hours of the recipient, or where posted on the third business day following mailing, if mailed by certified or registered mail, postage prepaid.

  1. Law and jurisdiction

19.1 These Terms and all Contracts shall, in all respects, be construed and operate in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts.