Terms and Conditions – General Sales and Servicing

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

Company number 2592156.

GENERAL SALES AND SERVICING  TERMS  AND CONDITIONS  (MARCH 2017)

1. APPLICATION

These Conditions shall apply to all quotations, offers, orders and contracts for the supply of 
goods and services by Matsuura, except where they comprise  the sale and purchase of, or hire of, a 
machining  centre or other machine,  in which case the then current Matsuura Machine Sales Terms 
and Conditions or, if a hire, the Matsuura Machine Hire Terms and Conditions, shall apply instead, 
available on request.

In these terms and conditions, and any contract which incorporates them, 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 stated in these 
Conditions or any other Contract Terms. Base Charges: The prices, charges and other amounts 
(excluding  VAT) payable  for  the Deliverables  as stated in  the Contract Terms. Charges:  The 
Base Charges and any Additional Charges. Conditions: These General Sales and Servicing 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.  Customer, you or your: The person who  has entered into  the Contract with  us  as specified  
in  the Contract Terms. Customer Premises:  Your  premises  specified  in  the Contract Terms where 
any Deliverables  are to  be supplied  or performed, including any specified site or Delivery 
destination. Deliver and Delivery: Carriage of the Goods to the Customer Premises  and unloading  
at the Customer Premises,  or  making  the Goods available  for  collection.  Deliverables:  All 
equipment, goods, services, works, software and materials to be sold or supplied or actually sold 
or supplied by us under the Contract, as specified in the Contract Terms, including goods and 
software supplied as part of any Services.  Goods: The goods forming part of the Deliverables. 
Installation: Installing any Goods in a Machine, or in the case of Machine movements, moving the 
Machine to its final site, connecting services, commissioning and testing that the Machine is in 
operating order. Matsuura, we, us and our: Matsuura Machinery Ltd. Machine: Each CNC  machining 
centre or other machine equipment for or in  respect of which  any Deliverables  are being  
supplied,  whether produced by  us or  a third  party or  in  which  any Deliverables are 
Installed. Normal Working Hours: 8:45  am 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, and any value added tax thereon. Services: Any services forming part of the 
Deliverables, including any Delivery and Installation services, maintenance and repair services, 
machine movement services, software development and training services. Software: Any software  
applications,  firmware and other computer code to  be supplied  or actually  supplied  as part of 
the Deliverables, including CNC programs and G-code. Warranty: The warranties in Condition 11  and 
any other applicable warranty, term or condition relating to the description, quality, standard or 
condition of the Deliverables.  Warranty Period: The period for the Warranty set out in Condition 
11.3  or as otherwise specified in the other Contract Terms.

3. CREATION  OF CONTRACT AND CONTRACT TERMS

3.1  Quotations etc.: Any quotation from us is not  a legally binding offer, unless we state 
otherwise in the 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.  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, and each item 
listed shall take precedence over those listed after it in the event of conflict: (a) these 
Conditions; (b) any written contract 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 which led to the Contract, and any document referred to 
in it; (e) the contents of any 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. 
All standard terms and conditions of purchase proffered by the Customer are hereby excluded.

4. SALE  AND SUPPLY

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 Obligation to Pay: You agree to pay the Charges, together with any VAT, in accordance with the 
terms of the Contract. Unless  otherwise  stated, the Charges exclude  Delivery,  and Installation, 
 and import  and export taxes, for which  we may make an Additional Charge. 5.2  Unfixed 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.  5.3  Time and materials: 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. 5.4 VAT: All Charges are exclusive of value added tax and any other applicable sales taxes, which shall 
be payable in addition at the same time as the associated Charges.

6. PAYMENT TERMS

6.1  Application: Except to the extent alternative payment terms are stated in the Contract Terms, 
the following terms shall apply. Invoicing: We may invoice for the Base Charges, 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.  6.2  Payment  of invoices:  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. 6.3 Currency, Method and Set-Off: All 
Payments shall be made in pounds sterling, by BACS  bank transfer to such account as we may 
specify, in full without set-off, deduction, counter-claim, or withholding. 6.4 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.
6.5  Suspension and Termination: We may suspend the Contract if any Payments become overdue (until 
they are paid), and we may terminate the Contract if any overdue Payments are not paid by you 
within 14 days of notice from us.

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 28 days following receipt of such notice. 7.2
Scheduling: 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 your  
responsibilities, and where you  and we cannot agree then we shall be entitled to specify the plan 
based on our standard practices. You shall not unreasonably withhold or delay agreement to any 
dates that we propose for performance of the Contract. You acknowledge that we book  carriers, 
cranes, staff and sub- contractors based on  these  dates, and if  you  re-arrange any agreed 
dates, 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. Unless otherwise agreed, we are only obliged to 
carry out any Services during our Normal Working Hours.

8. ASSISTANCE AND HINDRANCES

8.1  Your responsibility  to assist  us: 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) permit  us to  conduct one or  more surveys and risk  assessments  of all  Customer 
Premises before providing the Deliverables; (b) provide anything specified in the Contract Terms; 
(c) 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; (d) provide sufficient, free and safe access to the Customer 
Premises and sites for the Machines, including any special arrangements for access over any other 
land leading to the Customer Premises; (e) provide reasonable facilities at the Customer Premises, 
including any facilities we request; (f) prepare the Customer Premises, in accordance with our 
requirements specified to you at any time, including any preparation work  for the site  for each 
Machine  which  we may specify;  (g)  create and maintain  suitable foundations for the Machine, 
including in  accordance with the Machine  specifications and any other requirements we may 
specify;  and (8) provide  and operate all electricity, water, air and other services required for 
the Machines, including all cabling and pipes for such services up to the place where any Machines 
are to be sited, and the isolator switches and other points of connection of the services to the 
Machines.  8.2  Failure to assist us, and hindrances: If you  do not provide or maintain anything 
required above, or the Customer Premises and/or site for any Machine 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 Machine, or any unforeseen (at the date of 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, 
  cranes,  staff,   sub-contractors  and  other arrangements made or which need to be made to 
perform the Contract.

9. DELIVERY

9.1 Delivery: Unless otherwise stated, we will Deliver the Goods to the Customer Premises. If you 
are to collect the Goods, then you  must collect them within 5 days of when we inform you  that 
they are ready. If we are Delivering any Goods, you must notify us of non-receipt within 5 days of 
receiving notice from us that the Goods have been despatched, or you shall be considered to have 
received them. 9.2 Risk: All Goods shall be at your risk from Delivery. 9.3 Inspection: You must 
inspect the Goods immediately following Delivery 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.  9.4  
Installation: Where provided for in the other Contract Terms, we will carry out  Installation of 
the Goods in any machining equipment for which they are purchased. In the case of spindles, these 
must only be unpacked and installed by our engineer, and so you must allow us to do this. 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 if we request, and in any 
other case you are responsible for its disposal. 9.6 Delivery Note: You must sign any note 
requested by us to acknowledge receipt or performance of any Deliverables. 9.7  Acceptance and Rejection: 
Without  prejudice to your rights under Condition  11,  your  right to reject any Deliverables will cease and you  shall  be 
deemed to have accepted any Deliverables 2 weeks after the date they were Delivered or otherwise provided.

10. TITLE

10.1  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, and we may repossess the 
Goods at any time. 10.2  Action for price: In any event, we shall at all times be entitled to bring 
 an action for the price  (including  VAT) of the Goods. 10.3  Replaced  Goods: Where any Goods or 
parts 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.

11. WARRANTY TERMS

11.1  Spindles: Where we supply any spindles, then if any separate warranty terms are specified by 
us in relation to them in the Contract Terms, then such separate warranty terms shall apply and 
Condition 11.2  below shall not apply. 11.2  Warranty: We warrant that, at Delivery, the Goods and 
Software will: (a) correspond to their description as 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, in the case of 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.  We warrant that all Services will be provided with 
reasonable skill and care. 11.3 Warranty Periods: Unless otherwise stated in the other Contract Terms, the Warranty Periods are as 
follows: The Warranty Period for any Services  is  3 months from  the date of completion  of the 
Services.  The Warranty Period  for any Goods or Software  is  3  months from  the date of  
Delivery  of  those Goods or  that Software.  We shall  cease to  have any liability whatsoever for 
with respect to the Deliverables after the end of the applicable Warranty Period. We shall not be 
liable for any claim under a Warranty which is notified after the end of the applicable Warranty 
Period. For  the avoidance of doubt, if we provide any rectification, repair or replacement under 
Warranty, such work  and any item supplied as part of such work,  is only warranted for the 
remainder of the original Warranty Period. 11.4  Reporting: You must report any Warranty claim by 
both  email and a telephone call to us, otherwise you  will not be considered to have notified the 
Warranty claim to us. If you install the Goods, you  must, as a pre-condition  of any Warranty 
claim,  provide  an independent  expert's report that on  the balance of probabilities the cause of 
the failure claimed to be a breach of Warranty is not  due to another factor, such as a problem  
with  another part of the Machine,  or negligent  installation by you.  11.5  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. You must allow us to inspect any Deliverables. 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. 11.6  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. 11.7  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; or (d) arising from any cause external to the Goods. We shall have no 
obligation to replace any consumables, including oil, grease and filters, when they have been 
consumed.

12. INTELLECTUAL  PROPERTY AND LICENCES

12.1  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.  12.2  Software Licence: Software is supplied on any 
licence terms referred to in the Contract Terms or which are supplied with 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 Machines supplied  by us; (c) where the Software is designed  
to form part of a Machine,  then such Software may only be used within and as part of that Machine; 
(d) where any Software consists of G-code or other code to machine specific items which a user 
would expect to write and edit, then we grant you  a licence to use and edit such Software; and (e) 
where any Software is supplied for installation on a separate computer then you may install such 
Software on a single PC.

13. EXCLUSION  AND LIMITATION OF LIABILITY

13.1  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.  13.1. 13.2  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 9.6 and 11, 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 a 
diminution in  value  with  respect to any Deliverables..  13.3 Excluded Types of Loss: Except for the liability referred to in Condition 13.2, 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 machining of any castings, 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 
castings, parts or other items howsoever caused. Except for the liability referred to in Condition 
13.2, we shall have no liability to you  for any special, indirect or consequential losses.  13.4  
Property Loss and Damage: Except for the liability referred to in Condition
13.2, our liability to you  for the cost of repairing or replacing, or the diminution in value of, 
any tangible property (other than any Machine  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. 13.5  Damage to Machine or Goods: Except for the liability 
referred to in Condition 13.2, our liability for the cost of repairing or replacing, or the 
diminution in value of, any Machine or 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 (if any), and (e) the then current market value, of the 
affected Machine or Goods. You shall indemnify us against any liability we have to a third party 
for any loss, damage or theft of any Machine or Goods. 13.6  General Limitation: This Condition 
13.6  shall not apply to any liability which is covered by Condition
13.2. Any liability which is validly and effectively limited or excluded by any other Contract Term 
shall not count towards the limits in this Condition 13.6. Any liability which is the subject of a 
separate limit in Condition 13.4  or 13.5  shall not  also be covered by the limits in this 
Condition 13.6  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 £10,000 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.13.7 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.

14. 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  (without  limitation)  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 similar affecting our 
carriers, sub-contractors or suppliers.

15. GENERAL

15.1  Entire Agreement: These Conditions and the other Contract Terms constitute the entire 
agreement between you  and us. 15.2  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. 15.3  Assignment: You must not  assign or transfer the 
Contract without our prior written consent, which will not be unreasonably withheld. 15.4  
Sub-Contracting: We may sub-contract our obligations under the Contract. The Contract shall not 
confer any benefit on or be enforceable by any third party. 15.5  Invalid Terms: Each Contract Term 
is separate and severable, and if any term is held to be void or invalid by any court, it shall be 
severed, and the remaining terms shall continue in full force. 15.6  References: The words 
"include" and "including" are deemed to be followed by the words "without limitation". A reference 
to any legislation shall include any amendments to or replacements for the same. 15.7  Law and 
Jurisdiction: 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.

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