Terms and Conditions - Additive Sales


MATSUURA  MACHINERY LTD
Gee  Road, Whitwick Business Park,  Coalville, Leicestershire, LE67 4NH.

Company number 2592156.

ADDITIVE SALES TERMS  AND CONDITIONS  (OCTOBER 2020)

1. APPLICATION

These Conditions shall apply to all quotations, offers, orders and contracts for the sale of 3D 
Printers, Post Processing equipment and associated goods, services, software and works by Matsuura.

2. DEFINITIONS

In these Additive Sales Terms and Conditions, and any contract which incorporates 
these Additive Sales Terms and Conditions, the following words have the following meanings: 
Additional Charge: any price, charge, or other amount (excluding VAT) which is or becomes payable 
under this Contract, which is not a Base Charge, including any amount expressly stated to be an 
Additional Charge or to be additionally chargeable in these Conditions or any other Contract Terms. 
Ancillary Goods: All tooling, equipment and other goods (not  being  a Processing Unit)  separately 
listed as part of the Deliverables,  and any Software  not  bespoke to  the Customer. Base  
Charges:  the prices,  charges  and  other amounts (excluding VAT) payable for the Deliverables as 
stated in the Contract Terms. Call-Off Payment: any amount specified in the Contract Terms to be 
paid by you on account for future goods, services, works, software and materials to be ordered by 
you. Charges: the Base Charges and any Additional Charges. Conditions: these Additive  Sales  Terms 
and  Conditions.  Contract:  the contract which  incorporates these Conditions. Contract Terms: All 
written documents forming part of the Contract, as detailed in Condition 3 below. Customer, you or  
your: the person who has entered into the Contract with us as specified in the Contract Terms. 
Customer Premises: the premises of the Customer specified in the Contract Terms, where any 
Deliverables are to be supplied or performed, including any specified site or Delivery destination. 
Deliver and Delivery: the carriage of the Goods to the Customer Premises, and unloading at the 
Customer Premises, but not including Installation. Deliverables: all equipment, goods, services, 
works, software and materials to be supplied, or actually supplied, by us under the Contract as 
specified in the Contract Terms. Goods: the Processing Units and Ancillary Goods specified in the 
Contract Terms. Install and Installation: Moving any Processing Unit and Ancillary Goods to their 
final position  at the Customer  Premises, connecting  electrical,  water and other service  
cabling and pipes, installation  and  commissioning  of  the Processing  Unit,  and testing  that 
the Processing  Unit  is  in operating order using our standard tests or any tests stated in the 
Contract Terms. Matsuura, we, us and our: Matsuura Machinery Ltd of Gee Road, Whitwick Business 
Park, Coalville, Leicestershire, LE674NH, registered in England and Wales with company number 2592156.

Normal Working Hours: 8:45am to 17:00  p.m.  Monday to Friday (excluding public holidays in the United Kingdom).

Payments: all amounts payable by you under the Contract, including the Charges, Call-Off Payments, and any 
value added tax thereon. Processing Unit:  each 3D printer or postprocessing machine specified in 
the Deliverables, whether produced by us or a third party. Services: any services or works forming 
part of the Deliverables, including Delivery, Installation, software development, turnkey, and 
training services. Software: any software  applications,  firmware  and other computer code, to  be 
supplied  or  actually supplied as part of the Deliverables. Warranty: each warranty in Condition 
13, and any other applicable warranty, term or condition relating to the description, quality, 
standard or condition of the Deliverables. Warranty Period: the period for each Warranty set out in 
Condition 13.3,  or as otherwise set out in the other Contract Terms if  different.  Written 
Materials:  any manuals  and other documentation,  for the Goods and/or Software, that Matsuura may 
author, create, produce or supply as part of the Deliverables or in connection with the Contract.

3. CREATION  OF CONTRACT  AND CONTRACT  TERMS

3.1 Quotations, Orders and Order Acknowledgments: Any quotation from us is not a legally binding 
offer, unless we state otherwise in the quotation. If you wish to proceed with a quotation, we will 
normally produce a form of contract which each party must sign to create the contract, which we 
usually refer to as an order acknowledgement. Our order acknowledgement or other form of contract 
may be different to our quotation, and may reflect any changes since any quotation. If we give a 
legally binding offer, or acceptance, to you, it is for the supply of the Deliverables on the 
Contract Terms. We shall be entitled to withdraw our offers at any time before they are accepted by 
you, and our offers can only be accepted by you giving to us an unconditional acceptance of them. 
If you submit any order or acceptance to us, then this shall be your legally binding offer and 
agreement to purchase the Deliverables on the Contract Terms. 3.2 Contract Terms: The Contract 
Terms shall comprise the following: (a) these Conditions; (b) any written document (including our 
order acknowledgment document) produced by us, and signed by you and us, or otherwise accepted by 
you, which formed the Contract, and any documents referred to in it; (c) any quotation or offer 
issued by us, which led to the Contract, and any documents referred to in it; (d) any acceptance or 
counter-offer of ours, against any order or offer you may submit, which led to the Contract, and  
any document referred  to  in  it;  (e) the contents  of  any unconditional  order  or acceptance 
you submit to an offer of ours, which created the Contract; and (f) the contents of any order or 
offer you  submit, which we accept to create the Contract, but excluding any terms incorporated by 
you by reference into such order or offer. Each document listed above shall take precedence over 
those listed  after  it in  the event of conflict.  All standard terms and conditions  of purchase 
proffered  by the Customer are hereby excluded. 3.3 Multiple Processing Units: If the Contract 
covers more than one Processing Unit, then there shall be deemed to be a separate Contract for each 
such Processing Unit together with its associated Ancillary Goods, Services and Software.

4. SALE AND PURCHASE

For each concluded Contract, we agree to sell, supply and deliver to you, and you agree to 
purchase, take delivery  of and pay for the Deliverables  specified  in  the Contract Terms. With  
respect to  any Services our obligation is to use reasonable endeavours to provide those Services.

5. CHARGES

5.1 Payment Obligation: You agree to pay our Charges, and any Call-Off Payments, together with any 
VAT, in accordance with the Contract Terms. 5.2 Financing: If you are obtaining any financing for 
any Charges under this Contract from a third party, then you shall be and remain obliged to pay all 
Charges and other Payments, but any unconditional payment we may receive from such third party on 
account of any Charges and other Payments shall discharge that obligation to that extent. 5.3 
Unspecified and Estimated Charges: Any statement by us, including in the Contract Terms, of the 
amount of any Charge for any services or other labour, is an estimate only, unless it is expressly 
stated to be fixed. If the Charge for any Deliverables, or the amount of any other Charge, is  not  
fixed, or is not  stated at all, then the Charge shall be a reasonable charge specified by us, 
which may at our option be calculated in whole or in part on a time and materials basis.  5.4  Time 
and Materials  Calculation: Where any Charges are calculated on a time and materials basis: (a) you 
shall pay for all services and labour provided at our most recent standard labour rates; (b) you 
shall pay for all tooling, materials and other goods supplied at our most recent list price, or if 
none is applicable, at cost plus our standard mark-up; (c) you shall pay for our travel, 
accommodation and subsistence costs at our most recent standard rates; and (d) we may recharge all 
other costs and expenses properly incurred, such as carrier, crane hire and sub-contractor costs, 
at cost plus our standard mark-up. 5.5 VAT: All Charges and any Call-Off Payments are exclusive of 
value  added tax and any other applicable  sales  taxes, which  shall  be payable  in  addition  at 
the prevailing rate from time to time, at the same time as the associated Charges or Call-Off 
Payments are payable.

6. PAYMENT TERMS

6.1 Application: Except to the extent alternative payment terms are stated in the Contract Terms, 
the following terms shall apply. 6.2 Invoicing: We may invoice for the Base Charges, and all 
Call-Off Payments, before, when, or at any time after, the Contract is entered into. We may, at our 
option, invoice for Additional Charges in advance, or when the right to make an Additional Charge 
has arisen, or when any Deliverables or other goods, work, services, cost or expense covered by the 
Additional Charge have been  commenced,  supplied,   performed   or  incurred.   6.3   Payment:  
You  shall   pay  our   invoices immediately on receipt, unless otherwise agreed in the other 
Contract Terms. If the other Contract Terms state that any Payment is  due or payable  at any 
particular  time  or on  any particular  event (such as Delivery), then that Payment shall be paid 
no later than that particular time or event. If any invoice or Payment is linked to any event or 
condition, and such event or condition does not occur, or is delayed due to any cause other than 
our breach of the Contract, then we may invoice and you shall make such Payment on the date such 
event or condition would reasonably be expected to have occurred but for such cause. 6.4 Currency: 
All Payments shall be made in pounds sterling. 6.5 Method: All Payments
shall be made by BACS bank transfer to such account as we may specify. 6.6 No Set-Off: All Payments shall  be made in  full without  set-off,  deduction,  counter-claim,  or withholding.

6.7  Interest:  We may charge daily interest on overdue Payments running from the due date until the 
date of payment (before as well as after judgement) at the rate of 2% per calendar month. 6.8 
Non-Payment: If you fail to make any Payment on the due date then, until Payment is made, we may 
suspend the Contract and any further supply of any Deliverables.

7. TIMESCALES

7.1  Our  Performance:  We will use reasonable  endeavours to perform  the Contract and supply  the 
Deliverables in accordance with any dates or times stated in the Contract Terms or otherwise within 
a reasonable time. All stated dates and times are estimates only and time for our performance is 
not of the essence. We shall not be in breach of the Contract for any non-performance or delay in 
performance unless and until you have given to us notice on or after any applicable date or time 
for performance has passed  and we have failed  to  perform  within  a further  90  days following  
receipt  of such notice. 7.2 Scheduling Of Work: At our request, you must co-operate with us to schedule all activities 
comprised in the supply of the Deliverables, and agree with us a reasonable plan for this, including a 
statement of the tasks of both parties, with dates for performance of those tasks, and you must 
observe that schedule. If we and you cannot agree the schedule, then we shall be entitled to 
specify the schedule based on our standard practices.  Unless  otherwise  agreed, we are only  
obliged  to carry out  the Contract and any Services during Normal Working Hours. 7.3 Specific 
Dates: When we are ready to Deliver the Goods, carry out Installation and/or provide  any other 
Deliverables at any Customer Premises, then unless a specific date has otherwise been agreed, we 
will contact you to agree the specific dates on which this is to take place, but in the absence of 
agreement we may determine these dates. You acknowledge that we will be booking carriers, staff and 
sub-contractors based on these dates. If you wish to re-arrange any date you must give us at least 
5 days prior notice, any such re-arrangement shall be subject to our agreement, and you shall pay 
an Additional Charge for any additional or wasted costs and expenses we may suffer or incur as a 
result of such re-arrangement. 7.4  Deferral: If you defer Delivery, Installation or provision of 
any Deliverables, whether with our agreement or not, then unless otherwise agreed by us, the 
invoice or payment dates for any Payments which are linked to the same shall be such dates as they 
would reasonably have been had such deferral not occurred, and you shall pay as an Additional 
Charge all storage costs and other reasonable costs and expenses which we may suffer or incur as a 
result of such deferral, including with respect to any Processing Unit or Ancillary Goods, and 
including storage with carriers or at port.

8. SITE SURVEYS,  ASSISTANCE AND HINDRANCES

8.1  Site Survey and Requirements:  We shall  be entitled  to conduct one or more surveys and risk 
assessments  of all  Customer Premises  before  providing  the Deliverables,  and to  specify  to  
you  the requirements for preparing the sites at the Customer Premises for the Processing Unit, 
which you must comply with. We may make an Additional Charge for any additional work required on 
our part which the survey identifies. 8.2  Your  obligation to  assist: You agree to co-operate 
with us, and to provide any labour,  facilities,  access to  premises,  assistance  and information 
 requested by  us to  perform  the Contract or to provide any remedy for breach of Warranty. In 
particular, you must: (a) provide anything specified in the Contract Terms; (b) procure that there 
are staff available at the Customer Premises to receive any Goods and Services, assist our 
representatives, and otherwise facilitate the provision of the Services and performance of the 
Contract; (c) provide sufficient, free and safe access to the Customer Premises  and sites  for the 
Processing  Unit,  including  any special  arrangements for access over any other land leading to 
the Customer Premises, and obtaining any consents, permissions and approvals needed to access the 
Customer Premises and provide the Deliverables; (d) provide reasonable facilities at the Customer 
Premises, including any facilities we request; (e) prepare the Customer Premises, in accordance 
with our requirements specified to you at any time, including any preparation work for the site  
for each Processing  Unit; and (f) provide and operate all electricity,  water, air  and other 
services required for the Processing Unit, including all cabling and pipes for such services up to 
the place where any Processing  Unit  is  to  be sited,  and the isolator  switches  and other 
points  of connection  of the services to the Processing Unit. 8.3 Failure to assist us, and 
hindrances: For the avoidance of doubt, you  must comply  with  the above in  good  time,  and in  
advance of anything  we are to  do  which  is dependent on your  having so complied. If you  do not 
provide or maintain anything required above, or the Customer Premises  and/or site  for any 
Processing  Unit  do  not  meet our  requirements under the Contract, or we find that any 
additional work, labour or equipment may be required by us to provide the Deliverables as a result 
of the state or condition of the Customer Premises and/or site for any Processing Unit, or any 
unforeseen (at the date of the Contract) difficulties or hindrances arise, then: (a) we shall not 
be liable for any consequences of this; (b) we shall be entitled to a reasonable extension of time 
for performance of this Contract; and (c) you shall pay an Additional Charge for any resulting 
additional or wasted work, labour, equipment, cost and expense we suffer or incur, including the 
cost of returning any Goods to our  depot and attempting further  Delivery,  and including  all  
additional  and wasted costs of carriers, staff, sub-contractors and other arrangements made or 
which need to be made for performance of the Contract.

9. DELIVERY, INSTALLATION AND ACCEPTANCE

9.1  Delivery:  We will  Deliver  the Processing  Unit  and other Goods to  the Customer Premises.  
9.2 Passing of Risk: All Goods shall be at your risk from Delivery. 9.3  Inspection: You must inspect 
the Goods immediately following Delivery (or completion of Installation, if we are Installing) and 
we shall not be liable for any non-conformity, damage, defects, shortages or losses in respect of 
the Goods discoverable on reasonable visual inspection unless you notify us of the same within 2 
days after the day of Delivery (or completion of Installation, if we are Installing). The 
provisions in Condition 13 shall apply to any claims in respect of any actual or alleged 
non-conformity, damage, defects, shortages or losses. 9.4 Installation: Where provided for in the 
other Contract Terms, we will carry out Installation of the Goods, which  will include  a visual  
inspection  of the Goods with  you,  and the carrying out  of our standard tests or any tests 
agreed with you under the Contract Terms. If the Goods are shown to be in working order and pass 
such test, you shall sign-off a document required by us to confirm that Installation took place, 
the results of any inspections and tests, and whether any Processing Unit is producing parts to 
your reasonable satisfaction. If Installation fails for any reason, you shall give us a reasonable 
opportunity to rectify the problem, and repeat Installation. You shall not unreasonably refuse to 
confirm completion of Installation and acceptance of the Deliverables. You shall pay an Additional 
Charge for Installation, unless a Charge for the same has been agreed in the other Contract Terms. 
9.5 Packaging: All packaging must be returned to us if we request, and in any other case you are 
responsible  for its disposal. 9.6 Delivery Note: You must sign any Delivery or other note provided 
to acknowledge receipt of the Goods and performance of any Services. 9.7  Acceptance and Rejection: 
Without prejudice to your rights under Condition 13 and without prejudice to any earlier acceptance 
of the Goods, your right to reject any Goods will cease and you shall be deemed to have accepted 
the Goods 3 months after the date of Delivery. If Installation is not successful but you start 
using the Goods, then you will be deemed to have accepted the Goods and your right to reject will 
cease at that point. You shall cease to have any right to terminate this Contract when your  right 
of rejection of the Processing Unit has ceased above.
9.8  Training:  We will  provide  all  training  specified  in  the Contract Terms within  a 
reasonable  time following  Delivery  and Installation.  Unless  otherwise  agreed,  any training  
will  be provided  at our premises. We will provide any further training you may require for an 
Additional Charge. 9.9 Manuals: We will provide with any Processing Unit all applicable user 
operating and maintenance manuals.

10. CALL-OFF PAYMENT AND FUTURE SUPPLIES

10.1  Spend Period: Where you make a Call-Off Payment, this shall operate as a payment on account 
which you may use to order further consumables or other goods from us for up to 1 year from the 
Delivery of the Processing Unit to you. If you do not order consumables or other goods to the value 
of your Call- Off Payment within that period, you shall forfeit any remaining balance of the 
Call-Off Payment. 10.2 No Refund: You may not ask for the Call-Off Payment to be refunded, but 
without prejudice to our liability for breach of the Contract. 10.3  Future Supplies: Each future 
order from you  or contract with us for further consumables or other goods or services shall form a 
separate contract between you and us for the sale and purchase of the consumables or other goods 
and service, and shall, unless we apply any other terms, incorporate the current version of our 
General Sales and Servicing Terms and Conditions at the date of your order, available on request.

11. CARE FOR PROCESSING UNIT

You must (and this shall be a condition of any Warranty): (a) provide 
a suitable environment for all Goods in accordance with our  reasonable recommendations; (b) 
operate all  Processing Units  in accordance with any applicable instruction manuals; (c) carry out 
all activities which a user of the Goods is required to carry out, including inspection, cleaning 
and other maintenance activities (paying particular attention to  the frequency,  quality  
standards or  specifications)  as detailed  in  the manuals  and manufacturer instructions or 
otherwise specified by us; (d) maintain written dated records of user maintenance and provide 
copies of these to us on request; (e) report to us (or our nominated agent) promptly any visible or 
apparent deterioration in the performance or condition of any Goods; and (f) not permit the 
Processing Unit  or  ancillary  devices  to  be  repaired,  modified  or  interfered  with  by 
anyone other than us or our nominated   agents  except  for   routine   maintenance   carried   out 
  by   a  user  as  stipulated   in   the manufacturer’s handbook.

12. TITLE

12.1  Retention of title: Title to the Goods shall pass to you when you have paid in full in 
cleared funds all  Base Charges and associated  VAT payable  by  you  under the Contract, and until 
 that time  title (including legal and beneficial ownership) is retained by us. Until title has 
passed you shall be entitled to operate the Goods in  your  business  and you  shall  keep the 
Goods in  your  sole  possession.  12.2
Action for  price: Even though title  has not passed we shall be entitled to maintain an action for 
the price (including VAT) of the Goods under Section 49(1)  of the Sale of Goods Act 1979.  12.3  
Return of the Goods: Your right to possession of any Goods in which we retain title shall end if 
any Charge or associated VAT under the Contract becomes overdue or upon  the occurrence of any of 
the insolvency events in Condition 14.3,  and in that case we shall have the right to enter any 
premises where the Goods are located for the purposes of repossessing them. 12.4  Replaced Goods: 
Where any Goods or part thereof are replaced by us, we may retain the replaced Goods or parts 
thereof and you shall procure that title to the replaced Goods or parts shall pass to us.

13. WARRANTY TERMS

13.1  Warranty:  We warrant that, at Delivery,  the Goods and Software  will  (a) correspond  to  
the description set out in the Contract Terms, and the specifications provided by us, and (b) be of 
satisfactory quality as defined in sections 14(2)  to (2C) of the Sale of Goods Act 1979  for Goods 
sold to you, and Sections 4(2), (2A) and (3) of the Supply of Goods and Services Act 1982  for 
Goods otherwise supplied to you, except that production and performance figures for any Processing 
Unit are not guaranteed and are estimates only. We warrant that all  Services will be provided with 
 reasonable skill  and care. 13.2 Warranty Periods: Unless otherwise stated in the other Contract Terms, the Warranty Periods are as
follows:  For  all  new Processing  Units  and their  Ancillary  Goods, the Warranty Period  is  1 
year from Delivery  of  the Goods. For  used and refurbished  Processing  Units  and their  
Ancillary  Goods, the Warranty Period is 3 months from Delivery of the Goods. For Services, the 
Warranty Period shall be 3 months from completion of those Services. If any Goods, or any parts 
thereof, are replaced or repaired under a Warranty, such replacement or repair work, and anything 
supplied as part of such work, will be covered by the same Warranty, but  for no  longer  than the 
original  Warranty Period,  which  Warranty Period will be extended (with respect to any matter the 
subject of a claim under the Warranty) by the time taken from the point at which the claim under 
the Warranty was notified to us, to the point at which the replacement or repair under the Warranty 
was completed for that claim. All Warranties shall cease to apply and we shall cease to have any 
liability whatsoever with respect to the Deliverables or for any loss, damage or liability caused 
by the Deliverables after the end of the applicable Warranty Period.13.3 Reporting: You  must report any Warranty claim  by  both  email  and a telephone  call  to  us or  
our nominated agent, otherwise you will not be considered to have notified the Warranty claim to 
us. 13.4 Remedy: If we breach any Warranty you shall give us a reasonable opportunity to provide one of the 
following  remedies,  before  exercising  any other rights  or remedies  under this  Contract or at 
law:  (a) rectification of the reason for the breach of Warranty; (b) replacement of the affected 
Deliverables; or (c) a refund of all or part of the Charges with respect to the affected 
Deliverables proportionate to the effect of the breach of Warranty on their value. We may decide 
which remedy to provide, and may switch to another remedy if we are not able to provide the remedy 
we previously chose. We shall not have any liability for the breach of Warranty if we are able to 
provide at least one of the remedies above within a reasonable time. If we provide a refund (in 
whole or part) then you shall procure that title to all Goods covered by the refund shall pass back 
to us, and you shall return the Goods to us on demand. 13.5 Time Limits for Claims:We shall not be liable for any claim under a Warranty which is: (a) notified to us or our nominated agent later 
than 30 days after you become or ought  reasonably to have become aware of the circumstances giving 
rise to a claim under the Warranty; and (b) in any event is notified to us or our nominated agent 
later than 30 days after the end of the applicable Warranty Period.13.6  Claims Handling:You  must give  reasonable  details  of any claim  and allow  us a reasonable  opportunity  to inspect 
any Deliverables. Where we are to carry out any remedial work in relation to any Deliverables, we 
will normally send one representative, and you will be expected to provide any other staff and 
facilities reasonably required to assist our representative to carry out the remedial work. To 
remedy any breach of Warranty we shall be entitled to take any Goods away. 13.7 Invalid Claims: Whilst any claim is being assessed  and/or disputed we may elect to remedy the alleged breach of 
Warranty, and we may make an Additional Charge for any inspections, work, costs and expenses 
incurred by us in respect of any claimed breach of Warranty which is invalid. 13.8  Exclusion of Implied Terms: All warranties, terms or conditions  implied  by statute, common law,  custom or 
otherwise  as to the condition  or quality  of the Deliverables, or fitness for purpose of the 
Deliverables, or correspondence of the Deliverables with any sample or description, are hereby 
excluded, except for any terms implied by law concerning title to the Goods. 13.9  Exceptions: We shall  not  be liable  under any Warranty for any matter, circumstance, malfunction, fault or 
damage: (a) resulting from or constituting normal deterioration or wear and tear; (b) resulting 
from failure by you to operate, maintain or care for any Goods in accordance with the Contract and 
any instructions or manuals provided; (c) arising when you  could have taken reasonable steps to 
prevent further  damage; (d) arising  from  any cause external  to any Processing  Unit  or other 
Goods (including interruption to any electricity or other services); or (e) where you do not 
contract with us to carry out servicing of the Goods offered by us, and it would not have arisen 
had you so contracted and had we provided such servicing. We shall  be entitled to make an 
Additional Charge for investigating, repairing or rectifying any such matter, circumstance, 
malfunction, fault or damage. We shall have no obligation  to replace  any consumables,  (including 
 lubricants,  filters,  processing  materials)  when they have been consumed.

14. TERMINATION

14.1  Non-Payment: We may terminate the Contract if any Payments become overdue and are not paid by 
you within 14 days of notice from us. 14.2 Breach: Subject to the other terms of this Contract, a 
party may terminate  the Contract if the other is  in  material  breach of the Contract and such 
breach is  not remedied  within 30 days of notice of the breach. 14.3  Insolvency:  Subject to the 
other terms of this Contract, a party may terminate the Contract if: (a) the other becomes 
insolvent  or bankrupt, (b) the other has a receiver, administrative receiver or administrator 
appointed in respect of the whole or any part of its undertaking or assets, (c) the other has any 
order made or resolution passed for its winding- up or liquidation, (d) the other makes any 
compromise or arrangement with its creditors, (e) any distress or execution occurs in relation to 
the other's assets, or (f) the other suffers any analogous event to those in (a) to (e) in any part 
of the world.

15. INTELLECTUAL PROPERTY AND LICENCES

15.1 Ownership: All copyrights, design rights, patents, trade-marks and other intellectual property 
rights in or to any Deliverables shall be and shall remain our sole and absolute property and that 
of any third party that owns such rights, and no express or implied licences are given in relation 
to the same except as stated below. 15.2  Software Licence: Where we supply any Software as part of 
the Deliverables then this will be supplied on any licence terms referred to in the Contract Terms 
or which are supplied in any documents accompanying the Software or which must be accepted as part 
of the installation of the Software.  In addition,  the following  licence  terms apply:  (a) the 
Software  is  licensed  on  a non- exclusive basis; (b) the Software may only be used for Goods 
supplied by us; (c) where the Software is designed to form part of a Processing Unit, then such 
Software may only be used within and as part of that Processing Unit; (d) where any Software 
consists of programs to control a Processing unit (or any other code for specific operations) to 
process specific items which a user would expect to write and edit, then we grant you a licence to 
use and edit such Software for use in any Processing Unit supplied by us; and (e) where any 
Software is supplied for installation on a separate computer to remotely operate
and monitor a Processing Unit supplied by us, then you may install such Software on a single PC  
and keep a back-up, and use such Software  only  for the purpose of controlling  a Processing  Unit.  
15.3 Written Materials Licence: In relation to any Written Materials provided by Matsuura, the Customer 
is granted a non-exclusive licence to use and reproduce such Written Materials for the sole 
purposes of operating and maintaining any Goods supplied by us.

16. PROCESSING UNIT PURCHASES

Where we are purchasing a used Goods from you under the Contract (whether or not originally 
supplied by Matsuura), or taking  such Goods in  part-exchange for any Processing  Unit  to  be 
sold  under the Contract, then title to those Goods (and any equipment forming part of them) shall 
pass to us on the earlier  of collection  of the used Goods by us or payment by us for those Goods, 
or Delivery  of any Processing Unit for which it is being taken in part-exchange, and risk shall on 
collection by us.

17. EXCLUSION  AND LIMITATION OF LIABILITY

17.1  Liability Excluded  and  Limited: The following  terms and conditions  set  out  limitations  
and exclusions of: (a) our liability to you under or for breach of the Contract (including any 
Warranty); (b) our liability  to  you  for or  in  respect of tort,  negligence,  or  breach of 
statutory duty,  connected with  this Contract ; (c) liability to you imposed by statute connected 
with this Contract; (d) any strict liability to you connected with this Contract; (e) any liability 
to you for misrepresentation (other than fraudulent misrepresentation)  connected  with  this  
Contract; and  (f)  any  other  liability  we  may have  to  you whatsoever connected with this 
Contract. References to: "connected with this Contract" means under, for breach of, connected with, 
or arising out of or in the course of performance of the Contract, or arising out of, connected 
with, or applicable in relation to the Deliverables. References in the Contract Terms to our 
liability to you are to any and all such liability as is stated in this Condition 17.1.  References 
in the Contract Terms to a "cause of action" means any cause of action, omission, event, incident 
or circumstance which comprises or gives rise to any liability of us to you. 17.2  Liability Not 
Limited: We do not limit or exclude our liability to you: (a) for death or personal injury caused 
by our negligence; (b) for fraud or fraudulent misrepresentation; or (c) to refund you any Payments 
in the event of our breach of any terms implied by law concerning title to the Goods. Subject to 
Conditions 9.7 and 13, we do not limit or exclude our liability to you to refund all or any part of 
any Payments made (including by way of restitution) due to total failure of consideration or 
diminution in value with respect to any Deliverables.
17.3  Excluded Types of Loss: Except for the liability referred to in the Condition 17.2,  we shall 
have no liability to you for any of the following, including where direct or foreseeable (each of 
which heads of loss is separate and severable): (a) loss of revenue, bargain, profit, anticipated 
savings, contract, business, expectation, use, production, or goodwill; (b) any costs, expenses, 
liabilities, or commitments suffered,  incurred  or  entered into  in  reliance  on  the Contract; 
(c)  any costs of purchasing  or  hiring substitutes  or replacements  for the Deliverables;  (d) 
any costs of outsourcing  the processing  of any components, parts or other items; (e) any wasted 
or additional costs, expenses or time (including wasted management time); (f) any liability of the 
Customer to any third party; (g) ex gratia payments; (h) fines and penalties;  and (i) loss  or 
damage to  any components, parts or  other items  howsoever caused. Except for the liability 
referred to in the Condition 17.2,  we shall have no liability to you for any special, indirect or 
consequential losses. 17.4 Property Loss and Damage: Except for the liability referred to in the 
Condition 17.2,  our liability to you for the cost of repairing or replacing, or the diminution in 
value of, any tangible  property (other than  any  Processing  Unit  or  other  Goods)  stolen,  
lost,  damaged or destroyed, shall be limited to £1,000,000 per calendar year in aggregate for all 
causes of action occurring in that calendar year. 17.5  Damage to Goods: Except for the liability 
referred to in the Condition 17.2, our  liability for the cost of repairing or replacing, or the 
diminution in  value of, any Processing Unit or other Goods stolen, lost, damaged or destroyed 
shall be limited to the amount which is the lesser of (a) the cost of repair, (b) the cost of 
replacement, (c) the diminution in value, (d) the Charges for the Goods, and(e) the then current 
market value,  of  the affected  Processing  Unit  or  other Goods. You  shall indemnify us against 
any liability we have to a third party for any loss, damage or theft of any Processing Unit or 
other Goods. 17.6  General Limitation: This Condition 17.6  shall not apply to any liability which 
is covered by Condition 17.2.  Any liability which is validly and effectively limited or excluded 
by any other Contract Term shall not count  towards the limits in this Condition 17.6.  Any 
liability which is the subject of a separate limit in  Condition 17.4  or 17.5,  shall not be 
covered by the limits  in this  Condition 17.6, unless such separate limit is not enforceable. Our 
total liability to you is limited to 20%  of the total Base Charges in  each of the following  
cases  (so that each case shall  be construed as a separate and severable limit): (a) for all 
causes of action in aggregate; (b) for all causes of action which are based on at least one common 
fact or finding of fact, in aggregate; and (c) for each individual cause of action. In any event, 
our total liability to you  is limited  to £100,000 in each of the following cases (so that each 
case shall be construed as a separate and severable limit): (a) for all causes of action in 
aggregate; (b) for all causes of action which are based on at least one common fact or finding of 
fact; and (c) for each individual cause of action. 17.7  Application of caps: Each stated exclusion 
and limit on our liability to you shall be separate and severable, and shall be applied 
independently of, and in parallel with, each other exclusion or limit, so that if any exclusion  or 
limit shall exclude or limit any liability  to a greater extent than another, it shall take 
precedence. Any stated limit on liability shall be £1,000, if this would be higher than the amount 
calculated above. The figures for limits on our liability to you  stated above are stated as at the 
version month  of these Conditions, and for a particular Contract, they shall be the above figures 
increased by the percentage change in the retail prices index (all items) published by the United 
Kingdom government (or its nearest equivalent if it ceases to apply) between the index published 
for the version month  of these Conditions, and the index published for the month  immediately 
prior to the month  in which the Contract was made.

18. FORCE MAJEURE

We shall not be liable to you for non-performance or late performance of the Contract due to any 
matter beyond our reasonable control, including war, threat of war, terrorism, riot, civil 
commotion, public demonstration, blockade, or sabotage, the act or direction of any government, 
government authority or legislature, industrial action (including our own employees), lightning, 
fire, explosion, storm, flood, earthquake, accumulation  of snow or  ice,  or drought, shortages  
(including  of fuel,  utilities,  and raw materials), vandalism, theft and other criminal action, 
interruption or failure of utilities, or anything of a similar nature affecting our  carriers, 
sub-contractors or suppliers. If the delay or non-performance continues for more than 3 months, 
then we or you may terminate the Contract, in which  case we will repay any advance payments 
received from you, but you must still pay for Deliverables actually received.

19. GENERAL

19.1  Entire agreement: The Contract Terms constitute the entire agreement between you and us. We 
each agree that we have not relied on any statement or representation of the other in entering into 
the Contract, but without excluding any liability for fraudulent misrepresentation. 19.2  
Confidentiality: The parties shall keep confidential all information of the other supplied in 
connection with the Contract, unless such information is or becomes lawfully in the public domain. 
19.3  Assignment: You must not assign or transfer the Contract without our prior written consent, 
which will not be unreasonably withheld. 19.4 Sub-Contracting:  We may sub-contract our obligations under the Contract. 19.5  Third Parties: The 
Contract shall not confer any benefit on any third party or be enforceable by any third party. 19.6 
Invalid Terms: Each of the terms of the Contract is separate and severable. If any term is held to 
be void or invalid by any court, it shall be severed from the Contract, and the remaining terms of 
the Contract shall continue in full force and effect. 19.7  Notices: Notices given under the 
Contract shall be in writing and be sent by hand, pre-paid  first  class post, fax  or e-mail.  
Notices  shall be sent to the postal  or e-mail address, or fax number of a party set out in the 
Contract Terms, or any alternative notified under this Condition. A notice shall be deemed to be 
received: if delivered by hand, at the time of delivery; if sent by  first  class  post, on  the 
second  day from  the day of  posting;  if  sent by  fax,  on  completion  of uninterrupted 
transmission; and if sent by email, on receipt at the mail server of the intended recipient.
19.8  Interpretation:  A reference  to a person includes a reference to an individual, partnership, 
 LLP, company, government body,  or any other entity having separate legal personality; a reference 
to the singular shall include the plural and vice versa; a reference to any gender shall include 
every gender; the words "include" and "including" are deemed to be followed by the words "without 
limitation"; and a reference to a representative includes any officer or employee, or any 
sub-contractor, and any representative of a sub-contractor; a reference to any legislation  shall 
include  any amendments to or replacements  for the same. 19.9  Law: The Contract shall  be 
governed by  the laws  of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
 

Telephone: 01530 511 400

Head Office: Matsuura Machinery Ltd. Gee Road, Whitwick Business Park, Coalville, Leicestershire, LE67 4NH England. Company No: 02592156


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