This agreement constitutes the only basis on which Manufacturing Control Solutions Limited, Minerva Mill Innovation Centre, Station Road, Alcester, Warwickshire B49 5ET a Company registered in England and Wales agrees to supply the Equipment and/or the Services to the Customer.

1. Definitions

1.1 In the Agreement the following terms have the following meanings:

“Agreement” means these terms and conditions and the Quotation;

“Commencement Date” means in the case of the Services the date the Agreement becomes effective as contained in the Quotation;

“Customer” means the company or other legal entity identified in the Quotation;

“Equipment” means the equipment (if any) which is to be supplied as identified in the Quotation;

“Quotation” means the quotation incorporating these conditions from which the Customer has been directed;

“Charges” means the price the customer will pay for the Equipment and/or Services as set out in the Quotation;

“Services” means the services Manufacturing Control Solutions Limited shall deliver as identified in the Quotation.

2. Agreement

2.1 Subject to any variation under condition of the Agreement will be on these terms and conditions to the exclusion of all other terms and conditions.

2.2 No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Agreement simply as a result of such document being referred to in the Agreement.

2.3 These terms and conditions apply to all Manufacturing Control Solutions Limited’s sales of equipment and services (other than support and maintenance services) and any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by a director of Manufacturing Control Solutions Limited.

2.4 Manufacturing Control Solutions Limited shall supply the Equipment and/or the Services and Customer shall pay the Charges in accordance with the terms of the Agreement.

3. Delivery

3.1 If stated in the Quotation Manufacturing Control Solutions Limited shall deliver or procure the delivery of the Equipment to such location as is stated in the Quotation and shall use its reasonable endeavours to meet any agreed timescales.

 4. Title, Risk and Ownership

4.1 Risk in the Equipment shall pass to the Customer upon delivery of the Equipment to the carrier. Title in the Equipment shall pass to the Customer on receipt by Manufacturing Control Solutions Limited of full and cleared payment of the Charges for the Equipment.

5. Warranties

5.1 Manufacturing Control Solutions Limited warrants it has the right to provide or procure the provision of the Equipment to the Customer and that the Customer shall have the right to use the Equipment.

5.2 Where Manufacturing Control Solutions Limited is not the manufacturer of the Equipment, Manufacturing Control Solutions Limited will use its reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee offered by the manufacturer.

6. Services

6.1 Where the Customer engages Manufacturing Control Solutions Limited to provide Services, Manufacturing Control Solutions Limited shall provide those Services in accordance in all material respects with the service specification set out in the Quotation.

6.2 Manufacturing Control Solutions Limited shall own and be fully entitled to use in any way it deems fit any intellectual property rights, skills, techniques, materials, concepts or know-how acquired, developed or used in the course of performing the Services.

6.3 Manufacturing Control Solutions Limited warrants and undertakes to the Customer that subject to clauses 7.2 and 11.3 the Services will:

(a) be provided with reasonable skill and care; and

(b) conform to the standards generally observed in the industry for similar services.

7. Customer Obligations

7.1 Customer agrees to undertake in a timely and professional manner all actions that are reasonably required by Manufacturing Control Solutions Limited to enable Manufacturing Control Solutions Limited to provide the Services.

7.2 If provision of the Services is delayed through the fault of Customer Manufacturing Control Solutions Limited shall be entitled to charge the Customer in respect of idle-time incurred during the delay, including delay as a result of the Customer’s agents or subcontractors and any agreed time schedules shall be deferred for a reasonable period of time.

8. Charges and Payment

8.1 Unless agreed otherwise in writing all Charges are payable within 30 days of the date of invoice in Sterling and shall be paid by Customer without deduction or set off.

8.2 Manufacturing Control Solutions Limited shall be entitled to raise invoices in respect of a Quotation notwithstanding that items specified in the Quotation have at the date of invoice not been delivered.

8.3 Manufacturing Control Solutions Limited’s Professional Services, incorporating, not exclusively, Customer Training and Consultancy, are invoiced on a non-refundable, non-transferable basis with an expiration date no later than 12 months from invoice date.

8.4 All prices and Charges stated are exclusive of value added tax, sales tax, gross tax, withholding tax any other similar tax which may be applicable shall be paid by the Customer at the prevailing rates.

8.5 Failure of the Customer to pay the Charges or any other sum due under this Agreement shall entitle Manufacturing Control Solutions Limited without prejudice to any other rights and remedies to (a) charge interest on a daily basis from the date due at the annual rate of five percent above the Banks of Scotland plc’s base rate in force from time to time and/or (b) suspend the Services or terminate this Agreement, having given the Customer written notification of intention to do so and Customer having failed to remedy its payment default within 14 days from the date of such first notification of any overdue amount.

9. Term and Termination

9.1 Notwithstanding earlier termination under clause 9.2, this Agreement shall commence on the Commencement Date and continue until the Services are completed.

9.2 Either party may, by written notice to the other, terminate this Agreement immediately without prejudice to any other rights or remedies it may otherwise have if (a) the other party is guilty of any material breach of any of its obligations under this Agreement and does not remedy the same within 28 days of notice of such breach being given; (b) the other party is made bankrupt, makes a voluntary arrangement with its creditors or becomes the subject of an administration arrangement order or goes into liquidation (otherwise than for the purpose of solvent amalgamation or reconstruction) or an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the other party. The effective date of termination shall be the date of receipt of such notice.

10. Limitation of liability

10.1 The following provisions of this condition 10 set out the entire financial liability of Manufacturing Control Solutions Limited (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

10.1.1 any breach of these terms and conditions; and

10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.

10.3 Nothing in these terms and conditions excludes or limits the liability of Manufacturing Control Solutions Limited for death or personal injury caused by Manufacturing Control Solutions Limited’s negligence or for fraudulent misrepresentation.

10.4 Subject to conditions 0 and 0:

10.4.1 Manufacturing Control Solutions Limited’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to a sum equal to the Charges; and

10.4.2 Manufacturing Control Solutions Limited shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

11. Miscellaneous

11.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Manufacturing Control Solutions Limited or its agents and any other confidential information concerning Manufacturing Control Solutions Limited’s business or its products which the Customer may obtain and the Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations to Manufacturing Control Solutions Limited and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Customer.

11.2 The Customer shall not assign the benefit of this Agreement in whole or in part without the prior written consent of Manufacturing Control Solutions Limited.

11.3 Manufacturing Control Solutions Limited shall not be responsible for any failure to perform its obligations under the Agreement for reasons beyond its reasonable control.

11.4 The parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.

11.5 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

11.6 No failure or delay of either party in exercising any right, power, or privilege under the Agreement shall operate as a waiver thereof.

11.7 If any provision of the Agreement or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.

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