Terms and Conditions – Machine Sales

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

Company number 2592156.

MACHINE SALES TERMS  AND CONDITIONS  (MARCH 2017)

1. APPLICATION

These Conditions shall apply to all quotations, offers, orders and contracts for the sale of 
machines and associated goods, services, software and works by Matsuura.

2. DEFINITIONS

In these Machine Sales Terms and Conditions, and any contract which incorporates these Machine 
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 Machine) 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 Machine 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 Machines  and Ancillary  Goods specified  in  the Contract Terms. Install  and 
Installation:  Moving  any Machine  and Ancillary Goods to their final position at the Customer 
Premises, drilling of foundation holes, connecting electrical,  water and other service cabling and 
pipes, installation and commissioning of 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. Machine:  each machining  
centre or  other machine specified in the Deliverables, whether produced by us or a third party, 
including CNC machining centres. 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, Call-Off Payments, and any value  added tax thereon. 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, including CNC 
programs and G-code. Uptime Guarantee:  any separate guarantee given by us relating  to the uptime  
of any Machine, set out in a separate written document signed by both you and us. 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, other than any Uptime Guarantee. 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 Uptime Guarantee; (d) any quotation or offer issued by us, which led to the Contract, and 
any documents referred to in it; (e) 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; (f) 
the contents of any unconditional order or acceptance you submit to an offer of ours, which created 
the Contract; and (g) 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 Machine, then there shall be deemed to be a 
separate Contract for each such Machine together with its associated Ancillary Goods, Services, 
Software and Uptime Guarantee.

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, 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. 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 Machines 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 Machines, 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 Machines, 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 
Machine; (f) create and maintain suitable  foundations  for the Machine,  including  in  accordance 
with  the Machine  specifications  and any other requirements we may specify; and (g) 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.  8.3  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 
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 
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,  cranes, 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 Machine 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. 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 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 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. 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 
 or under any Uptime  Guarantee, 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 Machine 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 Machines 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 tooling or other goods from us for up to 1 year from the 
Delivery of the Machine to you. If you do not order tooling 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  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 
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 MACHINES

You must (and this shall be a condition of any Warranty or Uptime Guarantee): (a) provide a 
suitable environment for all Machines in  accordance with  our  reasonable recommendations;  (b) 
operate all Machines in accordance with  any applicable  instruction  manuals;  (c) carry out  all  
activities which a user of the Machines is required  to carry out,  including  inspection,  
cleaning,  oiling, adjustment and other 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; (d) maintain  written  dated records of 
user maintenance  and provide copies of these to us on request; (e) report to us promptly any 
visible or apparent deterioration in the performance or condition of any Machine, including 
collisions, and whether or not such collisions result in visible damage; and (f) not permit the 
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. 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  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 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 Machines 
are not guaranteed and are estimates only. We warrant that all Services will be provided with 
reasonable skill and care. 13.3  Warranty Periods: Unless otherwise stated in the other Contract 
Terms, the Warranty Periods are as follows: For all new Machines and their Ancillary Goods, other 
than spindles, the Warranty Period is 1 year from Delivery of the Machine. For used and refurbished 
Machines and their Ancillary Goods, the Warranty Period is 3 months from Delivery of the Machine. 
For Services, the Warranty Period shall be 3 months from completion of those Services. For  
spindles and any other Deliverables, the Warranty Period shall  be 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  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. 13.5 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. 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. 13.6  Time Limits for Claims: We shall not 
be liable for any claim under a Warranty which is: (a) notified to us 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 later than 30 days after the end of the 
applicable Warranty Period. 13.7  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. 13.8  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. 13.9  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. 13.10 Uptime Guarantee: If we give any Uptime Guarantee then 
your sole rights and remedies and our sole liability under or for breach of that Uptime Guarantee 
shall be as stated in that Uptime Guarantee, and any extension to a Warranty Period provided for in 
that Uptime Guarantee, shall be an extension to the original Warranty Period for the applicable 
Goods, but shall not be an extension of the Warranty Period for any spindle or an extension of the 
period of the Uptime Guarantee itself.  13.11 Exceptions:  We shall  not  be liable  under any 
Warranty or  Uptime  Guarantee 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 Machine 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 oil, grease and 
filters) 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 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 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 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 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 any Machines supplied by us.

16. MACHINE PURCHASES

Where we are  purchasing  a used CNC  machine  from  you  under the Contract (whether or  not  a 
Matsuura machine), or taking such machine in part-exchange for any Machine or Machines to be sold 
under the Contract, then title to those machines (and any equipment forming part of them) shall 
pass to us on the earlier of collection of that machine by us or payment by us for that machine, or 
Delivery of any Machine for which it is being taken in part-exchange, and risk shall pass 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 or Uptime Guarantee); (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 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 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 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. 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 Machine  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 Machine or other Goods. You shall indemnify us against any liability we have to a third  
party for any loss,  damage or theft  of any Machine  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.
 

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