DESPATCH AND INVOICING INSTRUCTIONS

Our purchase order number(s) must appear on all invoices, contents notes, delivery notes and all correspondence relating thereto.

Contents notes must accompany each and every consignment.

No charges will be accepted by us for storage unless specifically agreed to in writing.

Original advice notes etc, properly signed by the carrier’s representative, must be attached to you invoices and both mailed to EXMAC AUTOMATION LTD, 105 Pointon Way, Droitwich, WR9 0LW no later than the day after despatch. Where goods are consigned to us at points other than our office address, the original advice should be sent to the receiving address, while the signed duplicates should be forwarded to us in Droitwich.

STANDARD CONDITIONS OF PURCHASE

Please acknowledge receipt of this order by return post. Official acceptance of the order must be received within two weeks from the date of the order. By accepting this purchase order, you accept all of the provisions of the order, including instructions and conditions herein set forth. In the absence of acceptance of this order by you, despatch of any goods or services covered hereby shall constitute acceptance of the order in its entirety by you.

The property in the goods or any part thereof shall pass to us when

(a) we accept delivery, or

(b) you become entitled to any payment thereof whichever is the earlier.

The risk in the goods shall not pass to us until we accept delivery thereof at the receiving point as stated in our order.

Time is of the essence and accordingly we reserve the right to cancel this order or any part thereof if delivery has not been made within the time specified therein or, if no time is specified, within a reasonable time determined by us and any money paid by us in respect of the goods or services together with any additional costs and reasonable expenses incurred by us in obtaining other goods or services in replacement, shall be paid to us by you.

Without prejudice to the foregoing, we shall be entitled to return any goods already delivered by you if such cannot be effectively and commercially used by us by reason of the non-delivery of the undelivered goods and to recover from you any sums paid by us in respect of such goods. You will also indemnify us against any claims made against us by any third party or liabilities arising in connection therewith as a result of late delivery of failure to deliver any goods where such goods were to be supplied by us to a third party.

If we are prevented by reason of industrial dispute or any circumstances beyond out control from accepting the goods and or services which are subject of this order then we may, upon written notice to you, suspend deliveries of the same without extra charge and the terms of payment stated in the order shall be correspondingly postponed. If no price is shown in this order against any item of goods and or services we reserve the right to dispute your charge or charges or any part thereof, if in our opinion such charge of charges or any part thereof, are not acceptable.

If the amount to be paid for the goods or services to be furnished under this order is on any basis other than a fixed price that may be adjusted by an escalation clause, you shall keep adequate records and books of account showing the actual cost of labour, materials, equipment, supplies services and other expenditure of whatever nature in connection with the performance of this order. The method of accounting employed by you must conform to good accounting practice. We reserve the right to audit in such instances prior to payment.

Unless otherwise agreed in writing your price shall include for suitable packing and delivery. Damage to goods not packed or unsuitably packed, shall be paid for by you. No charge for demurrage or carriage charges will be accepted by us in respect of the goods shall be recoverable from you. Packing cases will be returned by us to you at your cost if you request such return at the time of delivery, provided there are full description of the same (including identification marks, numbers and values) given on your invoice. Failure to make such a request and give such information shall be deemed to be an abandonment of any claim for the said cases.

Unless otherwise stated in the order, payment against invoices will be made no earlier than 30 days following the month in which the goods and or services are received and accepted.

Unless otherwise specified in the order payment which is subject to a prompt payment discount, will be based upon agreed period from the date of receipt and acceptance of the goods and or services or upon the date of receipt of the invoice, whichever is the later. Failure by you to promptly deliver to us on the day of despatch of each consignment of the goods and or services such advice(s) of despatch and invoice(s) as may be indicated in our order and to mark clearly our order number on the consignment package(s), packing note(s), invoice(s) advice note(s) statement(s) and all other relevant correspondence shall not prelude us from entitlement to any prompt payment discount where delay in payment has been caused by such failure.

Statement of account must be sent to our Accounting Department monthly for verification prior to payment. Such statement should list all items unpaid.

Our count will be accepted as final and conclusive on all despatches not accompanied by contents notes.

You expressly warrant that all articles, materials and work covered by this order will conform to the specifications, drawings, samples or other description furnished by us and will be fit and sufficient for the purpose intended, merchantable, of good material, workmanship and free from defect.

Any warranty of guarantee periods on goods supplied by you which are for subsequent resale by us will operate from the date of despatch of the goods to our customer or the date of commissioning and acceptance of the goods on site by our customer, whichever is applicable, providing such goods have not been used by us, except in the normal course of testing or proving the suitability of the goods.

All goods received by us at out work or nominated receiving point will be subject to inspection and any rejected goods or part thereof may be returned by us at your expense and risk including carriage charges. You shall forthwith replace rejected goods with goods which are in all respects with accordance with the contract, without prejudice to any other rights or remedies that we may have. Any money paid by us to you in respect of any rejected goods not replaced by you as aforesaid together with any other additional expenditure, loss or damage incurred or suffered by us in obtaining other goods in replacement shall be paid by you to us. We also reserve the right to rectify or modify any goods which have been so rejected and charge you accordingly to any costs incurred.

Before despatching the goods you will carefully inspect and test them for compliance with specification. If we request, you will give us reasonable notice of such tests and we shall be entitled to be represented thereat. You will also supply to us at our request a copy of your test sheets certified as correct.

If this order requires you to perform work on our premises or the premises of our customer, then the conditions of our contract with the customer ( a copy of which will be supplied to you) will become a part of this purchase order by reference.

You shall not without our consent in writing, assign or sub-let our order (except for materials or for any part of which the makers are named in our order). Any sub-letting shall not relieve you of your obligations arising out of our order.

We shall be entitled to such progress information as we may require and to inspect and test (by any person nominated by us for this purpose), the goods during manufacture and storage by you and you shall provide all such access and facilities for these purposes as we may reasonably require. You will immediately advise us in writing of any circumstances whatsoever affecting of likely to effect the completion of the work associated with this order, including restraints attributable to ourselves.

All information contained in our order or in the documents referred to therein or other information relating to our business which may come into your possession in the course of implementing our order shall be treated as confidential by you and shall not be disclosed by you to any party or used by you for advertisement, display or publication with our written consent. Where we authorise sub-letting, you will bind your sub-contractors in the terms of this clause.

All tools, patterns, materials, drawings, specifications and other data provided by us in connection with our order shall at all times remain our property and shall be refunded to us by you on completion of the order.

You shall be responsible for any materials that we issue to you in connection with our order as from the moment of delivery to you and shall be liable to us for any damages, costs or charges arising form the loss of or damage to such material from whatsoever cause.

You agree to indemnify and hold us harmless for all costs and expenses due to any loss, damage or injury (including death) to any person or property caused by an defect in workmanship, goods or services furnished by you pursuant to this purchase order or arising from acts or omissions by you or our sub-contractors, servant or agents.

If this order covers in part or whole a service in terms of labour and or professional advice, we reserve the right to withhold or claim back payment. If such service is found by us to be unacceptable. Furthermore you shall indemnify us for any loss or damage that may arise as a direct result of your service, the terms of labour and or professional advice.

You guarantee the sale or use of your products as covered by this order will not infringe any United Kingdom or foreign patents and by acceptance of the order agree and undertake to indemnify us against all judgements, decrees, costs and expenses for any alleged infringements of any patent resulting from the sale or use of your products by us or any vendor of ours and covenant that you will upon request by us and at your own expense, defend or assist in the defence of any suit or action for such alleged infringement which may be brought against us or any vendee thereof for selling or using any of your products covered by this purchase order.

If you at any time become bankrupt or insolvent or unable to pay your debts as they fall due or, being a company, enter into liquidation or have a receiver appointed over any of your assets: we shall have the right:

(a) to cancel any order outstanding by notice in writing without compensation to you: or

(b) to give any receiver or liquidator or other person the option of carrying out the contract without prejudice to any other rights we may have.

You warrant that the design construction and quality of goods to be supplied to us comply in all respects with all relevant requirements of any stature, statutory rules or regulations or order or other instrument having the force of law which may be in force at the time of the supply of the goods.

Without prejudice to the foregoing you will comply with all requirements of the Health & Safety at Work Act 1974 and all regulations made thereunder together with any statutory amendment or re-enactment thereof. You will give us prior written notice of the delivery of any goods having a hazard or potential hazard to the safety or health of persons or property identifying and specifying such hazards and providing full details of all precautions by us on delivery of such goods and ensure that all goods to which the clause applies are suitably packed and identified at the time of delivery with reference to the hazards or potential hazards applicable to them.

Our order and all matters pertaining thereto shall be governed by English Law.

No agreement or other understanding in any way modifying the conditions of this order will be binding upon us unless made in writing and signed by a Director.