TERMS AND CONDITIONS

Fagor Automation U.K. Limited

1.Unless otherwise agreed in writing these conditions supersede any earlier terms or conditions appearing in the Seller’s catalogues or elsewhere of any conditions stipulated or referred to by the Seller in negotiations.

2.The ownership of and sole rights to the copyright on any software programmes papers manuals and notes prepared of provided by the Seller for the Customer under this Contract shall be vested in the from the outset but the Seller hereby grants to the Customer a non-exclusive licence to use the Software incorporated into the Equipment supplied to the Customer under this Contract subject to the following terms and conditions:

2.1 The customer shall not copy, alter or modify the whole or any part of the Equipment in anyway whatever and shall not permit the whole or any part of the Software therein to be combined with or become incorporated in any other product or programme.
2.2 The customer shall not assign sub-licence or otherwise transfer this licence or the Software in whole or in part.

3.Where any time is specified by the Seller for the completion or delivery of Equipment of the provision of services it shall be an estimate only and the Seller shall not be responsible for any reasonable delay or inability to perform his obligations for reasons beyond his control. Any failure on the part of the Customer to collect Equipment ordered form the Seller and ready for collection within an agreed time will render the Customer liable for reasonable storage charges as shall be levied by the Seller. Where the Seller agrees to send the Equipment to the Customer transit shall be at the Customer’s expense and it shall be the Customer’s obligation to insure the risk to Equipment in transit.

4.The Seller’s liability in contract, tort or otherwise howsoever caused arising by reason of or in connection with this contract (except in relation to death or personal injury caused to the Customer or his employees by the wilful act or negligence of the Seller or his employees) shall be limited to the Contract price.

5.The Seller shall not be responsible for losses incurred by the Customer as a result of a third part’s negligence. The Seller shall not be responsible for any loss of data or any other losses arising from any interruption of power supplies, misuse, alteration or modification, of the whole or any part of the Equipment by the Customer or his employees servants or agents or any failure by the Customer and his employees servants or agents to follow instructions given by the Seller. The Seller shall not be responsible for losses incurred by the Customer or his employees or servants or agents or a third party repairing, modifying or in any way interfering with the Equipment.

6.In any event and not withstanding anything contained in the agreement where the Seller fails to perform the obligations for which he is liable under this Contract through his own negligence his liability to the customer shall be limited to such sum as his indemnity insurance shall from time to time allow. This clause shall be constructed as a separate limitation applying surviving even if one or other clauses in this contract is held inapplicable or unreasonable in any circumstances and shall remain in force notwithstanding termination of this contract.

7.Title to Equipment shall not pass to the Customer but shall be retained by the Seller until the Contract Price has been paid to the Seller in full by the Customer. Until such time as title in the Equipment has been passed to the Customer:

7.1The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all any or part of the Equipment in which the title remains vested in the Seller.
7.2 For the purpose specified in 7.1 above the Seller or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the Equipment or any part thereof is installed, stored or kept, or is reasonably believed so to be.
7.3 The Seller shall be entitled to seek a Court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Equipment.
7.4 Not withstanding the foregoing clauses 7, 7.1, 7.2 and 7.3 risk in the Equipment shall pass on delivery of the same to the Customer and until such time as title in the Equipment has passed to the Customer, the Customer shall insure such Equipment to its replacement value and the Customer shall forthwith upon request provide the Seller with a Certificate or other evidence of such Insurance.

The Seller’s Obligations

8.The Seller will use his best endeavours to promote the interest of the customer and not divulge to any person any confidential information relating to the business of the Customer.

9.The Seller warrants that:
9.1The Seller holds full and unencumbered title in and to all of the goods to be sold, transferred and delivered to the Customer.
9.2 All products manufactured or marketed by the Seller carry a 12-month warranty for the end user controlled by means of the warranty control system established by the Seller for this purpose.
9.3 In order to prevent the possibility of having the time period from the time a product leaves the Seller warehouse until the end-user actually receives it run against this 12-month warranty, the Seller has set up a warranty control system based on having the Customer or Agent inform the Seller of the destination, identification and on-machine installation date by completing the warranty document accompanying each of the Seller products in the warranty envelope.
9.4 The warranty starting date will be the one appearing as the installation date on the warranty document. The Seller offers the Customer or Agent 12 months to sell and install the product. This means that the warranty starting date may be up to one year after the product has left the Seller warehouse so long as the warranty document has been sent back to the Seller. This translates into the extension of the warranty period to two years since the product left the Seller warehouse. If the warranty document has not been sent to the Seller, the warranty period ends 15 months from when the product left the Seller warehouse.
9.5 This warranty covers all costs of material and labour involved in repairs at the Seller premises carried out to correct malfunctions on the Equipment.
9.6 The Seller undertakes to repair or replace their products within the period from the start of manufacture until 8 years after the date on which the Seller discontinues the product.
9.7 The Seller has exclusive competence in deciding whether the repair enters within the term defined as the warranty period.

10.The Seller shall maintain at his own cost, indemnity insurance sufficient to cover his obligations under Clauses 4 and 6 above.

The Customer’s Obligations

11.The Customer shall pay the Contract Price and such additional sums (if any) as shall from time to be determined by the Seller having regard to the services rendered or additional products provided by the Seller.

12.The Customer shall make payments promptly and in accordance with the original terms quoted.
12.1 All sums payable are exclusive of Value Added Tax unless otherwise stated.
12.2 All new Customers shall be subject to the condition that payment by them of the Contract price shall precede the first delivery.

13.The Customer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller may be liable as a result of work done in accordance with the Customers’ specification which involves the infringement of any letters patent copyright or registered design.

Termination

14.The following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately.
14.1 Failure on the part of the Customer to make punctual payment of all sums to the Seller under the terms of this agreement or of the Terms and Conditions of Business.
14.2 The levying of any distress or execution against the Customer or the making by him of any composition or arrangement with creditors or being a company the Customer’s liquidation (other than a members’ voluntary liquidation)
14.3 The doing or permitting of any act by which the Seller’s rights in Intellectual Property may be prejudiced or put in jeopardy.

15.This agreement shall be subject to and constructed in accordance with English Law.

Company Name …………………………………………….                 Signature ………………………………………