Terms and Conditions

HepcoAutomation Ltd – Conditions Of Sale

1. Conditions applicable

1.1 These conditions will apply to all Contracts to the exclusion of all other terms and conditions, including any terms or conditions put forward by the Customer. No conduct by the Company will be deemed to constitute the acceptance of any terms or conditions other than these conditions.

1.2 A quotation given by the Company does not constitute an offer. No Contract will come into existence until the Customer’s order (however given) is accepted by the earliest of the Company’s written acceptance, delivery of the goods or the Company’s standard order acknowledgement form has been despatched to the Customer.

1.3 No variation to these conditions will bind the Company unless it is in writing and signed on behalf of the Company by a duly authorised representative.

1.4 The Company’s employees or agents are not authorised to make, and the Customer must not rely on, any representations concerning the goods unless confirmed in writing by an authorised representative of the Company.

2. Specifications

2.1 All goods supplied by the Company will be in accordance with:

2.1.1 The current edition of the relevant product description as published from time to time by the Company; and

2.1.2 Those further specifications or descriptions (if any) expressly listed or set out in the Company’s quotation. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature will form part of or be incorporated by reference into the Contract.

2.2 It shall be the Customer’s sole responsibility to ensure that the goods will be suitable or fit for any particular application or purpose of the Customer, whether or not such application or purpose is known to the Company. The Customer will be solely responsible for any errors in, or omissions from, any specifications or information the Customer provides. The Company will not be obliged to verify whether or not any such specifications or information are correct or sufficient for any application or purpose.

2.3 The Company may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which result from technical developments

3. Intellectual Property

3.1 Except for any which are expressly agreed to be included in the goods, all tools, patterns, materials, drawings, specifications and other data provided by the Company will remain its property and all technical information, patentable or unpatentable, copyright, design right and registered designs arising from the execution of any order will become the property of the Company.

3.2 Unless otherwise agreed in writing, the Company does not accept any restriction on its right to manufacture or sell or offer for sale to any other person any goods of an identical or like nature to those manufactured specially for the Customer.

3.3 Goods supplied by the Company may not be advertised or exhibited at any show, display or exhibition off the Customer’s premises, or entered for any event, unless the Company shall have given its prior agreement in writing.

4. Price

4.1 The price will be the Company’s quoted price or, where no price has been quoted, the price stipulated in the Company’s published price list current at the date of delivery of the goods. The Company may apply a minimum charge on small value orders.

4.2 Except as otherwise stated in any quotation or price list of the Company, or as otherwise agreed in writing, all prices are given by the Company on an ‘ex-works’ basis and exclude transport, packaging and insurance.

4.3 All prices are valid for 30 days only after the date of quotation or until earlier acceptance by the Customer, after which time the Company without giving notice to the Customer may alter them.

4.4 The price is exclusive of VAT and any other tax or duty payable by the Customer, which will be due at the rate applicable on the date of the Company’s invoice.

4.5 Wooden or metal containers will be credited if they are returned carriage paid and in good condition within 30 days of delivery; the Company must be notified of the return at the date of despatch.

5. Payment

5.1 The Company’s payment terms are net cash with order and the following provisions apply to approved accounts only.

5.2 Subject to any special terms agreed in writing, the Company may invoice the Customer on or at any time after delivery of the goods or, if the Customer wrongfully fails to take delivery, at any time after the Company has tendered delivery

5.3 Payment of the price and VAT is due in cleared funds within 30 days of the date of the invoice. Payment must be made even if property in any of the goods has not passed to the Customer. Time for payment will be of the essence.

5.4 Without limiting any other right or remedy available to the Company, if the Customer fails to pay the price by the due date the Customer will not be allowed any discount granted by the Company and the Company may at its discretion charge interest up to an amount not exceeding the interest that would be carried if the overdue amount was a qualifying debt conferring a right to statutory interest (whether or not that is the case) as defined in section 1 of the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer will reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

6. Delivery

6.1 Any dates quoted for delivery of the goods are approximate only. The Company will use reasonable endeavours to effect delivery on agreed dates.

6.2 The Company may deliver goods by separate installments in accordance with the agreed delivery schedule. Each separate installment is to be invoiced and paid for in accordance with these Conditions.

6.3 The failure of the Company to deliver any one or more installments of the goods will not entitle the Customer to treat the whole Contract as repudiated.

6.4 The Company may deliver to the Customer, and the Customer will accept in satisfaction of the Contract, up to 10% more or less than the quantities ordered. In that event, the price will be adjusted pro-rata to the discrepancy.

6.5 If the Customer fails to take delivery of goods, the Customer is to be liable for all storage and other costs incurred by the Company as a result of such failure, payable on demand. This liability will not affect the Customer’s obligation to purchase the goods or any right of the Company to damages.

6.6 Unless otherwise agreed in writing, delivery for insurance purposes will be Delivered Duty Unpaid to customer’s premises.

7. Risk and property

7.1 Risk passes on delivery of the goods or, if the Customer wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods.

7.2 The goods shall remain the Company’s property until the Customer has paid for them in full. Until that time the Customer shall hold them as bailee and store them in such away that they can be identified as the Company’s property.

7.3 The Customer’s right to possession of the goods shall cease if:

7.3.1 the Customer has not paid for the goods in full by the expiry of any credit period allowed by the Contract or is in breach of any other term of the Contract or the Company terminates the Contract; or

7.3.2 the Customer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement or threatens to do; or

7.3.3 a receiver, administrative receiver, liquidator or administrator is appointed in respect of the Customer’s business or such appointment is threatened.

7.4 On cessation of the Customer’s right to possession of the goods, the Customer shall at his own expense make the goods available to the Company and allow the Company to repossess them.

7.5 The Customer grants the Company, its agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.

8. Defects

8.1 The goods will be treated as defective if they do not correspond with the description set out on the Company’s quotation or if they are otherwise defective in workmanship or materials (disregarding minor defects which do not affect the performance of the goods).

8.2 Subject to the remaining provisions of this Condition 8 and providing that the Customer complies with Condition 9, if the goods prove defective the Company will:

8.2.1 repair or make good the defects in the goods, or, at its option, replace them or refund or allow the Customer all payments made by the Customer applicable to the defective goods; or

8.2.2 to the extent that the defective goods are not of the Company’s manufacture give the Customer a guarantee equivalent to the guarantee (if any) which the Company may have received from the seller of such goods, providing that the Company’s obligation will in no event be greater than under the other provisions of the Condition;

8.2.3 and pay any associated costs of returning the defective goods to the Company reasonably incurred by the Customer; in full satisfaction of all the Company’s liabilities under the Contract.

8.3 The Company will be under no liability in respect of any defect in the goods arising from:

8.3.1 any specifications, information or other items supplied by the Customer; or

8.3.2 incorrect installation or sub standard workmanship on the part of the Customer or its agents; or

8.3.3 the use of the goods otherwise than for the purpose for which they were intended; or

8.3.4 wear and tear, wilful damage, negligence, abnormal working conditions, improper storage or misuse, or alteration or repair of the goods without the Company’s approval; or

8.3.5 any particulars contained in the Company’s catalogues, price lists or other advertising material since they are merely intended to represent a general idea of the goods and not to form part of the Contract or be treated as representations; or

8.3.6 any technical information, recommendations, statements or advice furnished by the Company, its employees or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or

8.3.7 any variations in the dimensions of any of the goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the goods, and the substituted materials or components are of a quality equal or superior to those originally specified.

8.4 The Company will be under no liability in respect of any performance of the goods which is adversely affected by dates prior to during and after the year 2000.

9. Claims procedures

9.1 Any claim for non-delivery of the full consignment of goods must be notified by the Customer to the Company within 21 days of the Company’s despatch note.

9.2 Any claim that any goods have been delivered damaged, are not of the correct quantity or do not comply with their description must be notified by the Customer to the Company within 3 days of their delivery.

9.3 Any alleged defect must be notified by the Customer to the Company within 3 days of the delivery of the goods or, in the case of any defect which is not reasonably apparent on visual inspection, within 10 days after the time at which the alleged defect is or ought reasonably to have been discovered and in any event. within the following periods:

9.3.1 For goods manufactured by the Company, 12 months from the date of delivery; and

9.3.2 For goods not of the Company’s manufacture the warranty period given by the manufacturer.

9.4 Any claim under this Condition must be in writing and must contain full details of the claim (including the part numbers of any allegedly defective goods).

9.5 The Company must be afforded a reasonable opportunity and facilities to investigate any claims made under this Condition. The Customer, if so requested in writing by the Company, must promptly return any goods which are the subject of any claim and packing materials, securely packed and carriage paid, to the Company for examination and in any event must cease to use the goods.

9.6 The Company will have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedure in these Conditions;

10. Limits of liability

10.1 Subject as expressly provided in these Conditions, all representations, warranties, conditions or terms relating to fitness for purpose, condition or quality of the goods, whether express or implied by statute or common law, are excluded to the fullest extent permitted by law and the Company will have no liability to the Customer for the consequences of any negligence or breach of statutory or other duty or failure to perform the contract.

10.2 Nothing in the Contract will restrict or exclude liability for death or personal injury caused by the negligence of the Company.

10.3 The Company’s liability to the Customer, whether for any breach of contract. negligence or otherwise, will not in any event exceed the price or such higher amount as may be agreed in writing between the Customer and a director of the Company.

10.4 In no event will the Company be under any liability whatever to the Customer for any loss of profit, business, contracts, revenues or anticipated savings, or for any indirect or consequential loss and/or expense (whatever the cause, including negligence) suffered by the Customer by the Conditions.

11. Cancellation

11.1 The Company can, at its sole discretion, agree to accept cancellation by the Customer of the order in respect of all or part of the goods prior to delivery.

11.2 If the Company agrees, at its sole discretion, to accept cancellation of the order for non-catalogued or custom made items, the Customer shall pay to the Company a cancellation charge equal to the direct and overhead costs incurred by the Company in the performance of the Contract, a reasonable cost incurred by the Company with respect to settlement with suppliers and subcontractors as a result of such cancellation, and an amount equal to the balance of overheads and profits which would have been achieved if the Customer had completed the Contract.

11.3 If the Company agrees, at its sole discretion. to accept cancellation of the order for catalogued items, it reserves the right to charge the Customer an amount up to the equivalent of 50 per cent of the price (plus VAT). If the Company agrees, at its sole discretion to accept the cancellation of part of the order for catalogued items, the Customer shall pay to the Company such proportion of the price as the quantity of goods delivered bears to the quantity ordered, together with such amount, as the Company may request, up to the equivalent of 50 per cent of the balance of the price.

11.4 The Company reserves the right, in respect of non-catalogued or custom made items, to require thepayment of an initial deposit and/or stage payments as the manufacture progresses. In the event of a cancellation accepted by the Company, the deposit and any stage payments will be returned to the customer after deduction of such sum as is due to the Company under condition 11.2. The Customer shall pay an additional amount if the sum due to the Company under condition 11.2 is more that the amount of the deposit and any stage payments made. Where the Customer has paid for work in progress, the Company will if requested deliver the work in progress to the Customer in the same manner as the goods would be delivered were the Contract to be completed.

12. Force majeure

The Company is not to be liable for any default due to any Act of God, war, strike, lock-out, industrial action, fire, flood. drought, tempest or other event or circumstance beyond the reasonable control of the Company.

13. Insolvency or other default of Customer

13.1 This Condition applies if:

13.1.1 the Customer fails to make payment when due or commits any other breach of the Contract; or

13.1.2 the Customer makes arrangements with its Creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or

13.1.3 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer; or

13.1.4 the Customer ceases, or threatens to cease, to carry on business; or

13.1.5 the Company reasonably apprehends that any of the events listed in Conditions 13.1.1 to 13.1.4 inclusive is about to occur in relation to the Customer and notifies the Customer accordingly.

13.2 If this Condition applies, the Company may in its absolute discretion suspend all further deliveries of goods or supplies of services, and/or terminate the Contract, without liability on its part. If the goods have been delivered but not paid for the price will become immediately due and payable.

14. Indemnity by Customer

The customer agrees to indemnify the Company against any damages, losses, costs, claims or expenses incurred by the Company in connection with any claim made against it by any third party for any loss, injury or damage wholly or partly caused by the goods or their use. This Condition will not, however, require the Customer to indemnify the Company against any liability for the Company’s own negligence.

15. Product safety

15.1 The Company will, where appropriate, provide the Customer with all relevant instructions concerning the use of the goods for the purpose(s) notified by the Customer to the Company and information as to the risks involved in such use of the goods. It is the responsibility of the Customer at all times to comply with any instructions for use and warnings with respect to anything which may be done or omitted to be done in relation to the goods which could otherwise make them unsafe. The Customer will incorporate all such instructions and information in the information and instructions provided by it to purchasers of goods incorporating goods supplied by the Company.

15.2 Without limiting obligations otherwise imposed on the Customer by these conditions or at law, the Customer must promptly communicate to the Company all information held by or reasonably available to it regarding product safety risks directly or indirectly connected with the goods or their use.

15.3 The Customer must also take such steps as may be reasonably necessary to enable the Company tocomply with applicable safety requirements and regulations in relation to the goods in particular.

15.3.1 If the Customer becomes aware of any claims made against the Customer by any third party for any loss, injury or damage wholly or partly caused, or alleged to have been caused, by the goods or their use, or of any information as a result of which it has become, or ought reasonably to have become, aware of any risk which has arisen or may arise as a consequence of the state and condition or use of the goods, the Customer must as soon as reasonably practicable after it becomes aware of any such matter provide the Company with full written details.

15.3.2 The Customer will at its own co-operate with the Company in taking all such steps as are reasonably necessary to enable the Company to comply with its obligations under all relevant safety or consumer protection legislation to avoid or minimise any loss. injury or damage to any persons which may be caused by the goods or their use, including the issue of notices and recall orders.

15.3.3 In the event that details of a claim or other information referred to in Condition 15.3.1 have been, or ought to have been, provided by the Customer, the Customer will in addition immediately provide to the Company details of recipients of onward supplies of the goods (or such goods as incorporate the Contract goods), together with any relevant batch and individual identification numbers or markings relating to the goods, and such other information in its possession as will enable the goods in question to be identified. The Customer must also use all reasonable endeavours to obtain the co-operation of its own customers for this purpose in relation to any onward delivery of the goods by them.

16. Export Sales

16.1 Where goods are exported the Customer shall obtain at its own expense any licence required to import the goods into the country of destination or to export the goods from the United Kingdom, a copy of which shall be sent on request to the Company.

16.2 In all other cases unless otherwise agreed the Company shall obtain all necessary export licences, clearances and other consents necessary for the supply of the goods and the Customer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the goods. The Company and the Customer shall each supply to the other on request all documents reasonably required by the other for the purpose of this clause.

16.3 Notwithstanding any other of these conditions the Customer agrees to undertake not to export any of the goods, in whole or in part, to any country in violation of any regulations of the United States Office Export Administration, of COCOM or of the United Kingdom Government.

16.4 Unless otherwise agreed in writing on or before acceptance of the Customer’s order: .

16.4.1 All payments shall be made in Pound Sterling in the United Kingdom.

16.4.2 Payment of all amounts due to the Company shall be made by irrevocable Letter of Credit opened by the Customer in favour of the Company and confirmed by a bank in the United Kingdom acceptable to the Company.

16.4.3 The Letter of Credit shall permit part shipments and provide for the release of 100% of the contract value of each shipment

16.4.4 The Company shall not be bound to deliver the goods before the Company is in receipt of a Letter of Credit which in the opinion of the Company is satisfactory.

17. Waiver

No waiver or forbearance by the Company (whether express or implied) in enforcing any of its rights under the Contract is to prejudice its right to do so in the future.

18. Severance

If any provision of these Conditions proves to be illegal or unenforcable, the remainder of these conditions is to continue in full force and effect.

19. Applicable law and jurisdiction

19.1 The contract is subject to the law of England and Wales.

19.2 All disputes arising out of the Contract are to be subject to the non-exclusive jurisdiction of the courts of England and Wales.