Precision Microdrives Legal Information

Precision Microdrives Limited is a UK company registered in England and Wales, with registration number 5114621.

Our registered address is: 1.07 Canterbury Court, 1 Brixton Road, London, SW9 6DE, United Kingdom.

Precision Microdrives has a European VAT number which is GB 900 1238 84.

Terms And Conditions Of Sale

These terms and conditions govern the sale of products (Products) and the provision of services (Services) by Precision Microdrives Ltd (PMD). These terms and conditions (Sale Conditions) take precedence over Buyer’s terms and conditions including any supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither PMD’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. For the purpose of these Sale Conditions, the Buyer shall be any purchaser of the Products and/or Services from PMD.

1.) Orders

1.1 All orders placed by Buyer are only binding on PMD upon written acceptance of such order by PMD. For the avoidance of doubt all orders placed by the Buyer shall be construed as an offer to purchase the Products and/ or Services from PMD. The written acceptance of the Buyer’s order by PMD, whether in the form of an order acknowledgement or otherwise, shall be construed as acceptance of the Buyer’s order which shall form a binding contract, and that the contract shall be subject to these Sale Conditions. Any quotation provided by PMD to the Buyer shall be construed as an invitation to treat and not an offer capable of acceptance by the Buyer.

1.2 Once an order has been accepted by PMD there is a binding contract and orders may not be cancelled, returned or rescheduled without PMD’s prior written consent. Buyer shall be liable for and shall indemnify PMD in full against all losses, costs, damages, charges and expenses incurred by PMD as a result of any agreed cancellation of the contract. Buyer is responsible for the accuracy of its order and any Buyer’s specification and for supplying any relevant information within sufficient time to enable PMD to perform the contract for delivery of Products/Services. PMD reserves the right to make changes to the specifications of any Product and/or Services supplied which are required to conform with any applicable safety, statutory or technical requirements.

2.) Prices

2.1 The price of each relevant Product and/ or Service shall be as specified in PMD’s invoice for the relevant Product and/ or Service (the Purchase Price). The Purchase Price of any undelivered Product and/ or unperformed Service may be increased by PMD in its sole discretion in the event of (a) any material increase in PMD’s costs; (b) change in market conditions; or (c) any other causes beyond PMD’s reasonable control.

2.2 Quotations, unless otherwise stated, are valid for thirty (30) days after the date of issue. PMD may rescind or vary the terms of any quotation upon notice at any time before PMD accepts the Buyer’s order or expiry of the quotation.

2.3 Unless otherwise agreed to in writing by PMD, the Purchase Price is provided on an Ex-Works (EXW) (Incoterms 2020) PMD’s facility basis (the Delivery Basis) exclusive of transportation and insurance costs, value added tax, duties, tariffs, fees and all other taxes (together the Excluded Costs). Buyer shall be liable for and shall pay the Excluded Costs unless PMD agrees in writing that no Excluded Costs apply or that PMD shall otherwise pay any of the Excluded Costs. Buyer agrees to indemnify and hold PMD harmless for any liability for any Excluded Costs in connection with the sale and purchase of the relevant Product(s), as well as the collection or withholding thereof, including penalties and interest thereon. Where applicable, Excluded Costs shall appear as separate items on PMD’s invoice.

3.) Payment

3.1 PMD’s standard terms of payment are thirty (30) days from the date of invoice unless otherwise specified in writing by PMD (such date being the Due Date). If the Due Date falls on a Saturday, Sunday or England public holiday, the Due Date shall be deemed to be the immediately preceding business day. PMD may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay PMD’s invoice in full without any deductions, set-off or counterclaim.

3.2 Time for payment of invoices is of the essence. All late payments shall be charged interest computed on a daily basis from the Due Date until and including the date on which it is paid in full. PMD is entitled to receive interest at the rate of one percent (1 %) per month or the maximum rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is higher) as PMD may deem appropriate, plus reimbursement for costs of debt collection (including reasonable legal fees of PMD and court costs) to collect full payment for Products/Services supplied.

3.3 Where stipulated by PMD, transportation charges from PMD’s facility to Buyer’s facility shall be paid by Buyer to PMD, in addition to the Purchase Price of the Product, unless otherwise agreed to in writing by PMD. PMD will select the carrier in the absence of specific instructions by Buyer.

3.4 PMD reserves the right to establish or change credit or payment terms when, in PMD’s sole opinion, Buyer’s financial condition or payment record warrants it. Upon late payment by the Buyer, PMD shall not be obliged to continue performance and/or to carry out any further work under these Sale Conditions for delivery of the Products/Services or on any other contract with the Buyer. Furthermore, if any of the Buyer’s obligations to PMD are not fulfilled or Buyer fails to pay for any Products/Services supplied, PMD may, without prejudice to its other rights and remedies, cancel, suspend or terminate the contract for the relevant Products/Services without liability.

4.) Delivery

Delivery in accordance with the Delivery Basis shall be deemed complete and risk of loss or damage to the Products shall pass to Buyer upon delivery to the carrier at PMD’s facility (unless otherwise agreed). Buyer acknowledges that delivery dates provided by PMD are estimates only and PMD shall not be liable for delays in delivery or for failure to perform due to events beyond the reasonable control of PMD nor shall the carrier be deemed an agent of PMD. In the event of any delay caused by such events, the date of delivery shall be extended for a period equal to the time lost as a consequence of the relevant delay in delivery without subjecting PMD to any liability. Time for delivery shall not be of the essence. Where the Products and/or Services are to be delivered in installments, each delivery shall constitute a separate and individual contract and failure by PMD to deliver any one or more installments under these Sale Conditions or any claim by Buyer in respect of any installment shall not entitle Buyer to refuse future deliveries.

5.) Title and Lien

Title to the Product shall not pass to Buyer until such time as full payment for the Product has been received by PMD and until such time, Buyer shall hold the Product as PMD’s fiduciary agent or trustee and bailee, and shall keep the Product separate to Buyer’s goods and to those of third parties and properly stored, protected, insured and identified as PMD’s property. Until title in the Product passes to Buyer, PMD can require Buyer to return the Products and, if Buyer fails to do so, immediately on request, PMD may enter Buyer’s premises to repossess them. Buyer shall indemnify PMD against liability for damage caused in repossessing Products. Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which remain PMD’s property, but if Buyer does so, all monies owing by Buyer to PMD shall forthwith become due and payable.

6.) Acceptance/Returns

Receipt of shipments will be deemed to have occurred upon delivery of the Products by PMD to the Buyer or their agent, in accordance with the Delivery Basis on the agreed date of delivery (or any such later date as PMD may deliver the Products in accordance with these Sales Conditions). Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in any event within seven days of receipt of the Products, whereupon they shall be deemed to be accepted by the Buyer, subject to the remaining provisions of this clause 6. Any discrepancy in shipment quantity must be reported to PMD within seven (7) days of receipt of the Products. In the event of an over-shipment, Buyer shall have the option to return the Products to PMD at PMD’s expense or alternatively, Buyer may elect to retain the excess Product (subject to adjustment of the invoiced Purchase Price to account for excess items.) Any Product returns shall be subject to compliance with PMD’s Return Merchandise Authorization (RMA) policies and procedures.

7.) Limited Warranty and Limitation of Liability

7.1 PMD warrants to Buyer that on delivery of the Products by PMD in accordance with the Delivery Basis, the Products will conform to the applicable Product specification issued by PMD (the Specification). Unless specified otherwise in writing by PMD, any Product which does not conform to the Specification or which fails to perform under normal working conditions within a six (6) month period of the date of dispatch from PMD’s premises shall, at PMD’s sole discretion be repaired, replaced or a credit issued for the Purchase Price paid for the Product. Buyer’s remedies relating to any claim that Products are defective or not in accordance with the contract for their supply or not in accordance with any express description, representation, condition or warranty implied by law or any other claim in respect of the Products or any workmanship relating thereto shall in all cases be limited to enforcement of PMDs warranty and PMD shall not be liable for damages, compensation, costs, expenses, losses of any kind, direct or indirect or consequential and any other remedy which would otherwise be available in law is hereby excluded (save only to the extent that such exclusion is prohibited by the applicable governing law).

7.2 PMD’s exclusive obligations with respect to a non-conforming Product or Service or breach of warranty or condition in relation to quality, description, fitness for purpose, merchantability or suitability of Products or Services shall be, at PMDs option, to repair or replace the Products if it is determined to be defective, or to re-perform the service, or to refund or credit the Buyer the Purchase Price paid for the relevant Products or Services.


7.4 Replacement Products shall be warranted as set forth in Section 7.1 and 7.2 above. Any Products repaired or serviced by PMD shall be warranted as provided in Section 7.2 for the remainder of PMD’s initial warranty period after the Products are returned to the Buyer.

7.5 This warranty shall not apply to any Product that has been subject to a specific warranty agreement, misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards relating to acceptable input power.



7.8 If the Buyer wishes to claim under the forgoing warranties the Buyer must notify PMD within seven (7) days of the discovery of any defect and in any event no later than six (6) months from the date of dispatch of the relevant Products, otherwise Buyer waives its rights and PMD shall have no liability for any alleged defect. The above warranties are not assignable and PMD shall not be liable for, and shall not accept, warranty returns directly or indirectly from any third party unless prior written agreement is obtained from PMD. Nothing herein shall create any privity of contract between PMD and any third party.

8.) Export Control, Use of Products, Anti-Bribery, Indemnification

8.1 Buyer represents and warrants that it will be the recipient of the Products to be delivered by PMD and that it shall comply with all applicable laws.

8.2 Buyer agrees that the Products are subject to the export and/or import control laws and regulations of various countries (and in particular are/maybe subject to the export control regulations of the UK) and agrees that the Products/Services will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity or any other military use, nor will they be re-sold if it is known or suspected that they are intended to be used for such purposes.

8.3 Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products and/or Services into the country of destination and for the payment of any duties thereon. Buyer further agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licences to export or re-export as may be required. Buyer agrees that in all cases, the Buyer has knowledge of the origin of the Products and all Buyers orders are placed in that knowledge and at the specific request of the Buyer. In selecting and ordering the Products, Buyer agrees that it is using its own skill and judgement.

8.4 Buyer agrees that Products sold by PMD are not designed, authorised or warranted to be suitable for use in medical, military, aircraft, space, nuclear applications, life sustaining or life support equipment nor in any application or product used on or within the person, nor in applications where failure or malfunction of the Products can reasonably or foreseeably be expected to result in a personal injury, death or severe property or environmental damage. Inclusion and /or use of the Products in such equipment or applications is not permitted and for Buyer’s own risk.

8.5 Buyer hereby agrees to hold harmless, defend and indemnify PMD, its parent corporations, subsidiaries and their respective officers, directors, employees, agents, representatives, successors and assigns (collectively ‘Indemnified Parties’) from and against any and all losses, claims, damages, injuries, actions, penalties fines or liabilities, and expenses (including without limitation reasonable attorney’s fees and costs), that arise out of or are in connection with any claim brought against PMD by Buyer or any other third party arising out of: (i) the incorporation of Products into Buyer’s products; (ii) use of the Products which is not in accordance with: (a) the intended use of the Products; (b) the Product specification; (c) the directions of PMD; (iii) the negligence of the Buyer or any third party; (iv) any change to the Products which is not undertaken by PMD.

8.6 Buyer and PMD shall: (a) comply with all anti-bribery and corruption, anti-money laundering, trade control and sanctions laws and regulations applicable to Seller, such as the Bribery Act of 2010 of the United Kingdom, Foreign Corrupt Practices Act of 1977 of the United States of America and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and all applicable successor legislation; and (b) not and will undertake to ensure that its employees and third party providers (including its subcontractors, agents and other intermediaries) will not, offer, give or agree to give any person or solicit, accept or agree to accept from any person either directly or indirectly, anything of value in order to obtain, influence, induce or reward any improper advantage.

9.) Technical Assistance or Advice

Any technical assistance or advice offered by PMD regarding use of any Product or Service or provided in connection with Buyer’s purchases is given free of charge and as an accommodation to Buyer. PMD shall not be held liable for any such technical assistance, including for Buyer’s use of or reliance upon such technical assistance or advice nor shall any statement made by any of PMD’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied. PMD’s employees or agents are not authorised to make any representations regarding any Products or Services unless confirmed by PMD in writing and signed by a Director of PMD. Buyer acknowledges that it does not rely on any such representations that are not so confirmed. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on PMD’s part.

10.) Choice of Law

These Sale Conditions and any dispute arising under or in any way connected with the subject matter of these Sale Conditions (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts, only except that PMD may seek injunctive relief outside such jurisdiction.

11.) Force Majeure

PMD shall not be liable for its inability to supply sufficient quantities of any Products or failure to perform or to deliver Products or Services due to causes beyond PMD’s reasonable control including, but not limited to, Acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, health pandemic, material shortages, delays caused by any of PMD’s suppliers which shall be considered as circumstances of force majeure excusing PMD from performance and barring remedies for non-performance (Force Majeure). If Force Majeure occurs, PMD’s time for performance shall be extended for a period equal to the time lost as a consequence of the Force Majeure without subjecting PMD to any liability or penalty. If Force Majeure applies, PMD may, at its option, suspend performance, cancel, terminate or vary the terms of the contract for the relevant Products/Services, without any liability or penalty, by giving written notice to Buyer.

12.) Non-Waiver

No course of dealing or failure of either party to strictly enforce any Condition or term, right or condition of the parties’ contract shall be construed as a waiver of that term, right or condition nor shall PMD’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.

13.) Patents, Intellectual Property and Copyright

The copyright and intellectual property in any information (including aural and visual correspondence, documents and drawings) disclosed to the Buyer for the purpose of the sale and purchase or otherwise, shall remain the property of PMD at all times. No rights of use or disclosure shall be inferred by the passing of such information from PMD to the Buyer. All information designated as confidential by PMD whether of a commercial or technical nature shall not be disclosed to any third party without express prior agreement in writing. Nothing herein shall be construed to grant any rights or licence to use any software (if applicable) or other intellectual property in or relating to the Products in any manner or for any purpose not expressly stated in a licence agreement signed by PMD.

14.) Insolvency

14.1 If in the reasonable opinion of PMD the Buyer is subject to, or may reasonably be expected to be subject to, an Insolvency Event then without prejudice to any other right or remedy available to PMD, PMD shall be entitled to immediately terminate this agreement and its obligations hereunder and/or cancel or suspend any further deliveries of the Products and/or Services or suspend any other further commercial activities without any liability to the Buyer by giving notice to the Buyer. If any the Products and/or Services have been delivered but not paid for, the Purchase Price shall become immediately due and payable by the Buyer notwithstanding any contrary agreement and PMD may immediately exercise its rights under Section 5 without notice.

14.2 For the purposes of this clause, Insolvency Event means: with respect to the Buyer, when the Buyer (a) suspends payment of its debts or is unable or admits its inability to pay its debts as they fall due; (b) begins negotiations with any creditor with a view to the readjustment or rescheduling of any of its indebtedness; (c) proposes or enters into any composition or other arrangement for the benefit of its creditors generally or any class of creditors in respect of all or a majority (by value) of its indebtedness other than pursuant to a good faith solvent amalgamation, consolidation, merger, reconstruction or reorganisation; (d) becomes subject to any action or any legal procedure or any other step taken (including the presentation of a petition or the filing or service of a notice that is not dismissed within fourteen (14) days of being presented) with a view to (i) it being adjudicated or found insolvent, or (ii) its winding-up or dissolution, or (iii) the appointment of a trustee, receiver, administrative receiver, administrator or similar officer in respect of all or a majority (by value) of its assets; (e) becomes subject to any adjudication, order or appointment under or in relation to any of the proceedings referred to above; or (f) becomes subject to or the subject of any event or proceedings (by whatever name known) under the laws of any applicable jurisdiction which has an effect equivalent or similar to any of the events specified above.

15.) Termination by PMD

15.1 PMD may terminate this agreement (including its obligations on any existing or future orders) with immediate effect on the occurrence of an Event of Default (subject to any right to remedy a default if remediable) by giving written notice (a “Termination Notice”) to the Buyer on the occurrence of an Event of Default or at any time thereafter.

15.2 An “Event of Default” means:

(i) Representation or Warranty. Any representation or warranty made or deemed to have been made by the Buyer, proves to be false or misleading at the time it was made or deemed to have been made, including (but not limited to) in circumstances where it adversely affects or potentially adversely affects PMD’s position in relation to these Sale Conditions;

(ii) Non‐Payment. Buyer fails to pay any amount when due under these Sale Conditions, and that failure is not remedied on or before the tenth (10th) Business Day after the due date for payment; or

(iii) Obligations/ Breach of Contract. Subject to the following sentence, Buyer fails to perform an obligation under these Sale Conditions and/or is in breach of contract (other than a payment obligation). If the obligation and/ or breach can be remedied, but is not remedied within forty‐five (45) Business Days, of PMD giving the Buyer notice of that failure to perform the obligation and/ or breach of contract and demanding that it be remedied.

15.3 Upon termination of this agreement by PMD in accordance with clause 15.1, the Buyer shall be liable for all PMD’s costs and expenses incurred up to the date of termination and, subject to PMD issuing an invoice, the Buyer hereby agrees to pay PMD the full invoice amount, in accordance with the payment provisions specified in clause 3 hereof. If the Buyer has paid to PMD any money on account/ up front, then PMD shall be entitled to set this off against the invoice amount, but for the avoidance of doubt where the invoice amount is greater than the money on account, the balance shall still remain due and owing to PMD and payable in accordance with this clause.

Circumstances constituting Force Majeure under these Sale Conditions shall not be deemed as an Event of Default. The right to terminate under this provision is in addition to any other remedies available under these Sale Conditions or at law.

16.) Entire Agreement

These Sale Conditions and the Purchase Price, quantity and Product details in PMD’s invoice for the relevant Products/Services shall constitute the entire agreement between the parties with respect to the supply of such Products or Services and may not be rescinded or terminated by Buyer unless provided herein. The provisions of the entire agreement supersede all prior oral and written quotations, agreements, and understandings of the parties with respect to the subject matter thereof. PMD may amend these Sale Conditions by giving notice in writing to the Buyer. If any provision of these Sale Conditions is held to be invalid or unenforceable by any court having competent jurisdiction, this shall be treated as severable, and it shall not affect the validity and enforceability of the remaining Sale Conditions, which shall remain in full force and effect. The Buyer shall not assign or transfer any of Buyer’s rights or obligations under the contract between Buyer and PMD unless otherwise agreed by PMD in writing.

17.) Miscellaneous

17.1 Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the parties and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

17.2 All personal data relating to Buyer collected by PMD from which PMD can identify Buyer may be recorded electronically and used in accordance with the Data Protection Act 2018 for purposes of identification, billing and marketing and to notify Buyer of events, promotions or activities.

17.3 PMD reserves the right to subcontract the fulfilment of its obligations hereunder (including any installation) or any part thereof.

17.4 No waiver by PMD of any of its rights with respect to the Buyer or with respect to any matter or default arising in connection with these Sale Conditions shall be construed as a waiver of any subsequent right, matter or default whether of a like kind or different nature.

17.5 The Buyer shall not without the prior written consent of PMD disclose to any third party for the purposes of advertising or promotion or for any other purpose the existence or any details of any purchases and sales of the Products.

17.6 The Buyer shall keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by PMD or its agents and any other confidential information concerning PMD’s business or its products which the Buyer may obtain, and the Buyer shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Buyer’s obligations to PMD (as applicable), and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the seller.

17.7 Any notice to be given by either party to the other under these Sale Conditions shall be to that 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. Unless expressly provided otherwise, notices shall be in writing, in the English language and delivered by letter, facsimile or email. Any notice by email, facsimile or hand delivery shall be deemed to have been received by the close of the business day on which it was transmitted or hand delivered (unless transmitted or hand delivered after close of the business day, in which case it shall be deemed received at the close of the next business day). Either party may change its address by providing written notice thereof to the other party.

17.8 If any provision or clause of, or pursuant to, these Sale Conditions is declared or rendered unlawful by any applicable court of law or regulatory agency, or deemed unlawful, ineffective, or inoperable because of a statutory change, such illegality, ineffectiveness or inoperability will not otherwise affect the other obligations that arise under these Sale Conditions and such other provisions shall continue in full force and effect. If any provision of these Sale Conditions is declared unlawful, ineffective or inoperable, the parties will promptly renegotiate to restore these Sale Conditions as near as possible to its original intent and effect.

17.9 These Sale Conditions are not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to these Sale Conditions, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.

17.10 Each Party agrees that it has a duty to use all reasonable efforts to mitigate its losses.

17.11 No representation made by PMD or its employees or agents shall be binding unless confirmed in writing and to Buyer as to the application or use of the Products which is not confirmed in writing by PMD shall be followed by Buyer entirely at its own risk.

17.12 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 PMD shall be subject to correction without any liability on the part of PMD.

17.13 All Fees and prices quoted shall be in a currency of PMD’s choice and are exclusive of VAT which shall be payable in addition as stated on the relevant invoice.