Terms and Conditions – Machine Hire

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

Company number 2592156.

MACHINE HIRE TERMS AND CONDITIONS (MARCH 2017)

1. APPLICATION

These Conditions shall apply to all quotations, offers, orders and contracts for the hire of machines by
Matsuura, and the provision of any associated servicing or other services with respect to the same.

2. DEFINITIONS

In these terms and conditions, and any contract incorporating 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 in these Conditions or any Contract Term. Base Charges:
the prices, charges and other amounts (excluding VAT) payable for the Deliverables as stated in the Contract
Terms including the Rentals. Charges: the Base Charges and any Additional Charges. Conditions: These
Machine Hire 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 is to hire or loan the Hired Machine from us as specified in the Contract Terms.
Customer Premises: Your premises specified in the Contract Terms where the Hired Machine are to be
located. Deliver and Delivery: Carriage of the Hired Machine or Goods to the Customer Premises and
unloading at the Customer Premises. Deliverables: All equipment, goods, services, works, software and
materials to be, or actually, loaned, hired, sold, or supplied by us under the Contract as specified in the Contract
Terms, including any Hired Machine or Goods. Goods: Means any items specified in the other Contract Terms
to be sold and purchased. Hired Machine: The CNC machining centre or other machining equipment and all
other ancillary equipment, whether produced by us or a third party, as specified in the Contract Terms, and all
other equipment, goods and materials supplied with such Hired Machine or otherwise by way of loan or hire
under the Contract. Hire Period: The hire period stated in the Contract Terms, and any extension agreed by the
parties in writing. Install and Installation: Moving any Machine to its final position at the Customer Premises,
drilling of foundation holes, connecting electrical, water and other service cabling and pipes, installation and
commissioning the Machine, and testing that the Machine 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, LE67 4NH, registered in England and Wales with company number
2592156. Normal Working Hours: 8:45 am to 17:00 p.m. Monday to Friday (excluding public holidays in the
United Kingdom). Rentals: Means the rentals for the Hired Machine as stated in the Contract Terms. Services:
Any services to be supplied or actually supplied by us under the Contract, including Delivery, Installation,
software development, turnkey, training services, and servicing, maintenance and repair. 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 13 and any other
applicable warranty, term or condition relating to the description, quality, standard or condition of the Hired
Machine or any Goods. Warranty Period: The period for the 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
Machine, 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 Machines: If the Contract covers more than one Hired Machine, then there shall be
deemed to be a separate Contract for each such Hired Machine (together with its associated Goods and
Services). 3.4 Future Supplies: Each future order from you or contract with us for further tooling or other goods
or services shall form a separate contract between you and us for the sale and purchase of the tooling or other
goods and services, and shall, unless we apply any other terms, incorporate the current version of out General
Sales and Servicing Terms and Conditions at the date of your order, available on request.

4. HIRE AND HIRE PERIOD

4.1 Hire: We agree to hire to you and you agree to take on hire the Hired Machine for the Hire Period. 4.2
Specified Hire Period: The Hire Period shall commence on the date stated in the other Contract Terms and
continue for the period stated in the other Contract Terms. 4.3 Hire Period If Not Specified: To the extent not
otherwise stated in the other Contract Terms: (a) the hire shall commence on Delivery of the Hired Machine; (b)
if a fixed period Hire Period is stated in the Contract Terms, then the hire shall continue for that fixed period
only; (c) if a minimum or initial Hire Period is stated in the Contract Terms, then the Hire Period shall continue
for that minimum or initial period, and shall continue after that minimum or initial Hire Period unless and until
terminated at or after the end of it by either you or us on 1 weeks’ notice. 4.4 Termination for convenience: In
any event, we may terminate the hire for convenience at any time on 1 weeks’ notice to you. 4.5 Sale of Hired
Machine: The hire of the Hired Machine shall also terminate if we sell the Hired Machine to you and title passes
under that sale. 4.6 No refunds: On termination of the hire, we shall not be obliged to refund any payments
made under the Contract and you shall pay for all hire up to termination and all invoices raised before
termination.

5. SUPPLY

Where the Contract Terms specify any Goods to be sold to you, then we agree to sell and you agree to
purchase such Goods for the applicable Charges. Where the Contract Terms specify any Services or other
Deliverables not previously mentioned, then we agree to provide and you agree to pay the Charges for such
Services or other Deliverables. With respect to any Services our obligation is to use reasonable endeavours to
provide those Services.

6. RENTALS AND OTHER CHARGES

6.1 Payment Obligation: You agree to pay our Rentals and other Charges, together with any VAT, in
accordance with the Contract Terms. 6.2 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 material basis. 6.3 Exclusions: Unless otherwise stated,
the Charges exclude Delivery and Installation, and de-Installation and return of the Hired Machine and any
Goods, for which we may make an Additional Charge. 6.4 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. 6.5 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.

7. PAYMENT TERMS

7.1 Application: Except to the extent alternative payment terms are stated in the Contract Terms, the following
terms shall apply. 7.2 Invoicing: We may invoice for any Charges at any time after the Contract is made. We
may in any event invoice: (a) for Additional Charges when they have been incurred or the relevant work has
been done or expense has been incurred; (b) for Rentals and other periodic Charges, in advance of, or on or at
any time after the start of the month or other period to which they relate, or for all the Rentals and periodical
Charges for the entire Hire Period at any time after the Contract is made. 7.3 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. 7.4 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. 7.5 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. 7.6 Suspension: If you fail to make any Payment on the due
date then, until Payment is made, we may suspend the Contract, your right to use of the Hired Machine, and
any further supply of any Deliverables.

8. TIMESCALES

8.1 Our Performance: We will use reasonable endeavours to perform the Contract, supply the Hired Machine,
Deliver the Goods and provide the other Services and 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 is not of the essence. We shall not be in breach of the Contract for any non-performance or delay
in performance unless you have given 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. 8.2 Scheduling
Of Work: At our request, you must co-operate with us to schedule all activities comprised in the supply of the
Hired Machine and other 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. We are only obliged to carry out the Contract and any Services during Normal Working Hours).
Specific Dates: 8.3 Specific Dates: When we are ready to Deliver the Hired Machine or 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,
cranes, 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. 8.4 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 Machines or Goods, and
including storage with carriers or at port.

9. SITE SURVEYS, ASSISTANCE AND HINDRANCES

9.1 Site Survey and Requirements: We shall be entitled to conduct one or more surveys and risk
assessments of all Customer Premises before Delivery, and to specify to you the requirements for preparing the
sites at the Customer Premises for the Hired Machine and any Goods which you must comply with. We may
make an Additional Charge for any additional work required on our part which the survey identifies. 9.2 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 Hired Machine and other Deliverables, 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 Hired Machine or Goods,
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 Hired Machine or Goods; (f) create and maintain suitable foundations
for the Hired Machine, including in accordance with the Hired Machine specifications and any other
requirements we may specify; and (g) provide and operate all electricity, water, air and other services required
for the Hired Machine or Goods, including all cabling and pipes for such services up to the place where any
Hired Machine is or Goods are to be sited, and the isolator switches and other points of connection of the
services to the Hired Machine or Goods. 9.3 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 Hired Machine or Goods do or does 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 Hired Machine or
Goods, 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 Hired Machine or 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 for performance of the Contract.

10. DELIVERY, INSTALLATION AND ACCEPTANCE

10.1 Delivery: We will Deliver the Hired Machine and Goods to the Customer Premises. 10.2 Passing of Risk:
The Hired Machine and Goods shall be at your risk from Delivery. 10.3 Inspection: You must inspect the Hired
Machine and 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. 10.4
Installation: Where provided for in the other Contract Terms, we will carry out Installation of the Hired Machine
and Goods, which will include a visual inspection of the Hired Machine and Goods with you, and the carrying
out of our standard tests or any tests agreed with you under the Contract Terms. In the case of spindles, these
must only be unpacked and installed by our engineer, and so you must allow us to do this. If the Hired Machine
or 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 Hired Machine 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. 10.5 Packaging: All
packaging must be returned to us if we request, and in any other case you are responsible for its disposal. 10.6
Delivery Note: You must sign any Delivery or other note provided to acknowledge receipt of the Hired Machine
and Goods and performance of any Services. 10.7 Acceptance and Rejection: Without prejudice to your rights
under Condition 13, and without prejudice to any earlier acceptance of the Hired Machine or Goods, your right
to reject any Hired Machine or Goods will cease and you shall be deemed to have accepted the Hired Machine
and Goods 3 months after the date of their respective Delivery. If Installation is not successful but you start
using the Hired Machine or Goods, then you will be deemed to have accepted the Hired Machine and Goods
and your right to reject will cease at that point. You shall cease to have any right to terminate this Contract with
respect to the same when your right of rejection of the Hired Machine or Goods has ceased above. 10.8
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. 10.9 Manuals: We will provide with any Hired
Machine all applicable user operating and maintenance manuals, which shall by hired to you as part of this
Contract.

11. TITLE

11.1 Hired Equipment: The Hired Machine shall at all times remain our property, and you shall have no right,
title or interest in or to the Hired Machine (save the right to possession and use subject to the terms and
conditions of this Contract). You shall have no option to purchase the Hired Machine. Anything you leave on the
Hired Machine when you return it shall become our property and may be retained by us. 11.2 Retention of title
to Goods: 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. 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. 11.3 Return: Your right to possession of any Hired Machine, or 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
Hired Machine or Goods are located for the purposes of repossessing them. 11.4 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.
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12. HIRED MACHINE - CUSTOMER OBLIGATIONS

12.1 Use: You may only use the Hire Machine for the purposes for the manufacture of parts for use or resale by
you as principal, and not to provide a machining or manufacturing service to a third party or for any unlawful
purpose. The Customer may not under any circumstance sell, pledge, or do any other thing inconsistent with
our ownership of the Hired Equipment. 12.2 Care: You must (and this shall be a condition of any Warranty): (1)
provide a suitable environment for the Hired Machine in accordance with our reasonable recommendations and
any machine instructions; (2) operate the Hired Machine in accordance with any applicable instruction manuals,
with trained competent staff; (3) carry out all activities which a user of the Hired Machine is required to carry out,
including inspection, cleaning, oiling, adjustment and other user maintenance activities (paying particular
attention to the correct grade of lubricant and lubrication intervals) as detailed in the manuals and manufacturer
instructions or otherwise specified by us; (4) maintain up to date written dated records of user maintenance and
provide copies of these to us on request; (5) report to us promptly any visible or apparent deterioration in the
performance or condition of any Hired Machine, including collisions, and whether or not such collisions result in
visible damage; (6) not permit the Hired Machine or ancillary devices to be repaired, modified or interfered with
by anyone other than us except for routine maintenance carried out by a user as stipulated in the
manufacturer’s handbook. 12.3 Repair: If the Hired Machine needs any servicing, maintenance or repair,
including where recommended by the manufacturer or as reasonably determined by us, allow us to carry out
such servicing, maintenance and repair, and pay us an Additional Charge for the same, except for the cost of
repairs arising out of a breach of a Warranty by us. 12.4 Location and access: You must keep the Hired
Machine at all times at the Customer Premises. The Hired Machine can only be moved to another site with the
written approval and/or supervision of Matsuura. You must not part with possession or control of the Hired
Machine. You must permit us at any time on demand to inspect the Hired Machine and to carry out any repair,
maintenance or adjustments to the Hired Machine. 12.5 Risk: Each Hired Machine is at your risk from Delivery,
on completion of unloading, until commencement of re-loading when collected by us after the end of the Hire
Period. 12.6 Liability for Loss and Damage: If any Hired Machine is lost, stolen, or damaged whilst at your
risk for any reason (other than due to our negligence or the negligence of our representatives), then if
economically repairable you must pay to us as an Additional Charge the greater of the cost of repairing the
Hired Machine and the diminution in value of the Hired Machine, and if not economically repairable you must
pay to us as an Addition Charge the greater of the actual value of the Hired Machine and value of the Hired
Machine to be insured (if any) stated in the Contract Terms. You must cease using the Hired Machine if such
use is likely to cause or aggravate any loss or damage to the Hired Machine. 12.7 Insurance: Unless otherwise
stated in the other Contract Terns, you must comprehensively insure all Hired Machines against such risks as
may be stated in the other Contract Terms (or if not stated against all insurable risks of theft, loss and damage
however caused) with reputable insurers to the value specified in the Contract Terms (or if not specified, the full
new replacement value), under a policy which includes us as additional joint insured, and without excess
(unless agreed by us), and under which only you are liable to pay the premiums. You must promptly supply on
demand from time to time copies of the certificates, schedules and policies for such insurance, and evidence of
the due payment of all premiums, and you must not do anything which may invalidate such insurance. We may
withhold Delivery of the Hired Machine until you provide these items. We may procure such insurance
ourselves, if not maintained by you, and charge you the cost of the premiums as an Additional Charge. 12.8 No
Third Party Interests: You must not part with control or possession of the Hired Machine. You must not sell or
offer for sale, underlet, pledge, or lend the Hired Machine or allow or suffer the creation of any mortgage,
charge, lien, bill of sale, or other security interest in respect of the Hired Machine. You must not allow or suffer
the Hired Machine to become a fixture. You must not do or permit to be done or omit to do any act or thing
which will or may jeopardise the right, title and/or interest of ours in the Hired Machine. You must not suffer or
allow the Hired Machine to be confiscated, seized or taken out of its possession or control under any distress,
execution or other legal process. You must ensure that at all times the Hired Machine remains identifiable as
being our property and ensure that a visible sign to that effect is attached to the Hired Machine. If any of the
foregoing occurs, you must procure that we are able to recover the Hired Machine unencumbered and if we are
not able to do so, we may deem this to be a loss of the Hired Machine. 12.9 Return of Hired Machine: On
expiry or termination of the Hire Period or on termination of the Contract for any reason our consent to your use
and possession of the Hired Machine shall terminate, and you shall return the Hired Machine on demand. You
licence us to enter any premises where it is situated for this purpose, and you shall indemnify us against any
liability arising from our repossessing the Hired Machine. 12.10 Notifications to us: You must notify us
promptly of any loss or damage to the Hired Machine, of any actual or suspected malfunction in any Hired
Machine, of any event or circumstances arising which suggests that you may not be able to pay the Charges
(such as insolvency), and of all other material matters relating to the Hired Machine. 12.11 Indemnity: We shall
have no liability for and take no responsibility for any loss, injury, damage or liability arising out of use, neglect
or misuse of the Hired Machine, and you shall indemnify us against any such loss, injury, damage or liability,
and against any loss, damage, liability cost and expense we may suffer or incur as a result of your breach of the
above Customer obligations.

13. WARRANTY TERMS

13.1 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 13.2 below
shall not apply. 13.2 Warranty: We warrant that at Delivery the Hired Machine and any Goods will; (a)
correspond to their description as set out in the Contract Terms and the specifications provided by us; (b) the
Hired Machine and will be of satisfactory as Sections 4(2), (2A) and (3) of the Supply of Goods and Services Act
1982; and (c) Goods will be of satisfactory quality as defined in sections 14(2) to (2C) of the Sale of Goods Act
1979. We warrant we will provide the Services with reasonable skill and care. 13.3 Warranty Periods: Unless
otherwise stated in the other Contract Terms, the Warranty Periods are as follows: The Warranty Period for any
Hired Machine or Goods is 3 months from Delivery of the Hired Machine or Goods. For Services, the Warranty
Period shall be 3 months from completion of those Services, and for any other Deliverables, 3 months from their
Delivery. 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. 13.4 Remedy: If we breach any Warranty you shall give as 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 (b)
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 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. 13.6 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. 13.7 Exclusion of Implied Terms: All
warranties, terms or conditions implied by statute, common law, custom or otherwise as to the condition or
quality, fitness for purpose, and correspondence with sample or standard of the Hired Machine, Goods or
Services are hereby excluded, except for any terms implied by law concerning title to the Goods or right to hire
the Hired Machines. 13.8 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 Hired Machine or 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 Hired Machine or Goods (including
interruption to any electricity or other services); or (e) where you do not contract with us to carry out servicing of
the Hired Machine, 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
oil, grease and filters, when they have been consumed.

14. TERMINATION

14.1 Non-Payment: We may terminate the Contract if any Rentals or other 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 (or 7 days of notice in relation to any breach by you in relation
to the Hired Machine). 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
machines supplied by us; (c) where the Software is designed to form part of a Hired Machine, then such
Software may only be used within and as part of that Hired Machine; (d) where any Software consists of
programs to control a machine (including G-code or any other code for specific operations) 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 for
use in any machine supplied by us; and (e) where any Software is supplied for installation on a separate
computer to remotely operate and monitor a Machine, 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 Machine. 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 the
Hired Machine and Goods.

16. EXCLUSION AND LIMITATION OF LIABILITY

16.1 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 16.1. 16.2
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 or right to hire the Hired Machine. Subject
to Conditions 10.7 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 a diminution in value with respect to
any Deliverables. 16.3 Excluded Types of Loss: Except for the liability referred to in Condition 16.2, 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 Hired Machine or other 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 and ex gratia payments; (g) fines and penalties; and (i) loss or
damage to any castings, parts or other items howsoever caused. Except for the liability referred to in the
Condition 16.2, we shall have no liability to you for any special, indirect or consequential losses. 16.4 Property
Loss and Damage: Except for the liability referred to in Condition 16.2, our liability to you for the cost of
repairing or replacing, or the diminution in value of, any tangible property (other than any Hired Machine or
Goods) stole, 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. 16.5 Damage to Goods: Except for the liability referred to in
Condition 16.2, our liability for the cost of repairing or replacing, or the diminution in value of, any Hired 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 or Rental, and (e) the then
current market value, of the affected Hired Machine or Goods. You shall indemnify us against any liability we
have to a third party for any loss, damage or theft of any Goods. 16.6 General Limitations:. This Condition
16.6 shall not apply to any liability which is covered by Condition 16.2. Any liability which is validly and
effectively limited or excluded by any other Contract Term shall not count towards the limits in this Condition
16.6. Any liability which is the subject of a separate limit in Condition 16.4 or 16.5 shall not also be covered by
the limits in this Condition 16.6 unless such separate limit is not enforceable. With respect to any Hired Machine
(and all associated Deliverables), our liability to you, in respect of all causes of action that occur in an annual
period of the Hire Period (calculated from the start of the Hire Period), in aggregate, is limited to 20% of the total
Base Charges which relate to such annual period for the Hired Machine and associated Deliverables, in each of
the following cases (so that each case shall be construed as a separate and severable limit): (a) for all such
causes of action in that annual period, in aggregate; (b) for all causes of action in such annual period which are
based on at least on common fact or finding of fact, in aggregate; and (c) for each cause of action in such
annual period. With respect to any discrete Deliverable not covered by the previous sentence, our liability to
you, shall be limited to 20% of the Base Charges for such Deliverable 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. 16.7 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.

17. 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 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.

18. GENERAL

18.1 Consideration: In addition to any other consideration stated in the Contract, the consideration for the
Contract shall be the sum of £1 now paid by each party to the other (receipt of which is hereby acknowledged
by the other party). 18.2 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. 18.3 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. 18.4 Assignment: You must not assign or transfer the
Contract without our prior written consent, which will not be unreasonably withheld. 18.5 Sub-Contracting: We
may sub-contract our obligations under the Contract. 18.6 Third Parties: The Contract shall not confer any
benefit on any third party or be enforceable by any third party. 18.7 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. 18.8 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. 18.9 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 subcontractor;
a reference to any legislation shall include any amendments to or replacements for the same. 18.10
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.

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