TERMS AND CONDITIONS OF PURCHASE

1. Interpretation

1.1 In these Conditions:

"Unique Automation" means UNIQUE AUTOMATION, whose address is 12 – 14 Orion Business Park, Surrey Canal Road, London SE14 5RT, United Kingdom.

"Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Unique Automation and the Vendor, as such are agreed by authorised representatives of the parties.

"Contract" means the contract for the purchase of the Products by Unique Automation or the performance of the Services by Unique Automation as governed by these Conditions and the Purchase Order.

"Delivery Address" means the address for delivery stated in the Purchase Order

"Purchase Order" means Unique Automation’s purchase order to which these Conditions are annexed, and/or any purchase orders subsequently sent by Unique Automation to the Vendor.

"Price" means the price of the Products and/or charge for the performance of Services (as the context so requires).

"Products" means the product(s) (including any installment of the products or any part of them) described in the Purchase Order.

"Services" means the service(s) described in the Purchase Order.

"Specification" includes any plans, drawings, data or other information relating to the Products or Services.

"Vendor" means the company or person so described in the Purchase Order who is selling the Products or supplying the Services.

"Writing" includes hand written and typed communication, facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Purchase

2.1 The Purchase Order constitutes an offer by Unique Automation to purchase the Products and/or acquire the Services subject to these Conditions, and performance by the Vendor of the Services and/or delivery by you of the Products will constitute acceptance of such offer.

2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to Unique Automation or subject to which the Purchase Order is accepted or purported to be accepted by the Vendor, and the Vendor waives any right which it otherwise might have to rely on such other terms and conditions.

2.3 Unique Automation may vary these Conditions at any time upon reasonable notice and Unique Automation shall ensure that notice of such variation, along with the varied Conditions, shall be uploaded at the website having the url: www.uniqueautomation.co.uk

3. Specifications

3.1 The quantity, quality and description of the Products and the Services shall, subject as provided in the Conditions, be as specified in the Purchase Order and/or in any applicable Specification supplied by Unique Automation to the Vendor or agreed in writing by an authorised representative of Unique Automation.

3.2 The Vendor shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Products and the performance of the Services. Any returnable receptacles, containers or packaging etc. shall be collected by the Vendor from Unique Automation at the Vendor’s own risk and expense.

3.3 The Vendor shall not unreasonably refuse any request by Unique Automation to inspect and test the Products during manufacture, processing or storage at the premises of the Vendor or any third party prior to dispatch, and the Vendor shall provide Unique Automation with all facilities reasonably required for inspection and testing.

3.4 If as a result of inspection or testing Unique Automation is not satisfied that the Products comply or will comply in all respects with the Contract and Unique Automation so informs the Vendor within 7 days of inspection or testing then the Vendor shall take steps as are necessary to ensure compliance.

3.5 The Products shall be marked in accordance with Unique Automation’s instructions and any applicable regulations or requirements of the carrier, and will be properly packed and secured so as to reach their destination in an undamaged condition and fit for their purpose.

4. Confidentiality

4.1 The Vendor shall keep confidential all information pertaining to, belonging to, or held by Unique Automation which may come into the Vendor’s possession during the period of the Contract and shall not without the prior written consent of Unique Automation divulge the existence of the Contract or disclose any of the aforementioned information to a third party for any purpose other than is necessary to fulfill its obligations under the Contract and for a period of three years after the cessation of the Contract. The above conditions shall not apply to any information that is already within the public domain or any information obtained from a third party who is free to disclose the information.

5. Price of the Products and Services

5.1 The price of the Products and the Services shall not exceed that stated in the Purchase Order and unless otherwise so stated shall be:

5.1.1 Inclusive of all royalties, license fees or similar expenses arising from the use of any intellectual property for the purpose of fulfilling the Contract and all charges for packaging, packing shipping, carriage, insurance and delivery of the Products or the Services (as applicable) to the Delivery Address and any duties, imports of levies other than value added tax.

5.1.2 Exclusive of any applicable value added tax (which shall be payable by Unique Automation subject to receipt of a valid VAT invoice).

5.2 No increase in the price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Unique Automation.

5.3 Unique Automation shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Vendor to its customers.

6. Terms of Payment

6.1 The Vendor shall, following supply of the Products and/or Services submit an invoice for the Price of the actual Products and/or Services supplied in accordance with the Contract which shall contain the particulars required by statute in respect of VAT, the order number shown on the Purchase Order and any other particulars prescribed in the Purchase Order and such shall be sent to the Delivery Address within three working days from the date of delivery.

6.2 Unless otherwise stated in the Purchase Order Unique Automation shall pay the Price for the Products or Services within 60 days of receipt by Unique Automation of a valid invoice or if later, after acceptance of the Products or Services by Unique Automation, but time for payment shall not be of the essence.

6.3 Unique Automation reserves the right to refuse payment of any invoice which is not submitted in accordance with the Contract. Unique Automation shall be entitled to set off against the Price any sums owed to Unique Automation by the Vendor or any holding subsidiary or associated company of the Vendor.

7. Delivery

7.1 The Products shall be delivered to, and the Services performed at, the Delivery Address on the date or within the period stated in the Purchase Order, in either case during Unique Automation’s usual business hours. The Vendor shall be responsible for delivering and unloading the Products.

7.2 Where the date of delivery of the Products or of performance of the Services is to be specified after the placing of the Purchase Order, the Vendor shall give Unique Automation reasonable notice of the specified date.

7.3 The time and date of delivery of the Products or of performance of the Services is of the essence of the Contract.

7.4 A packing note quoting the order number of the Purchase Order must accompany each delivery or consignment of the Products and must be displayed prominently.

7.5 If the Products are to be delivered, or the Services are to be performed, by installments, the Contract will be treated as a single Contract and not severable.

7.6 Unique Automation shall be entitled to reject any Products delivered or Services performed which are not in accordance with the Contract, and shall not be deemed to have accepted any Products or the performance of the Services until Unique Automation has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Products or Services has become apparent.

7.7 The Vendor shall supply Unique Automation in good time any instructions or other information required to enable Unique Automation to accept delivery of the Products and performance of the Services.

7.8 Unique Automation shall not be obliged to return to the Vendor any packaging materials for the Products, whether or not any Products are accepted by Unique Automation.

7.9 If the Products are not delivered or the Services are not performed on the due date then, without prejudice to any other remedy, Unique Automation shall be entitled to deduct from the Price or (if Unique Automation has paid the Price) to claim from the Vendor by way of liquidated damage for delay five per cent of the Price for every week’s delay, up to a maximum of fifty per cent.

8. Risk and Property

8.1 Risk of damage to or loss of the Products shall pass to Unique Automation upon delivery to Unique Automation in accordance with the Contract.

8.2 Property in the Products shall pass to Unique Automation upon delivery, unless payment for the Products is made prior to delivery, when it shall pass to Unique Automation once payment has been made.

9. Warranties and Liability

9.1 The Vendor warrants to Unique Automation that the Products or Services:

9.1.1 will be of satisfactory quality and fit for any purpose held out by the Vendor or made known to the Vendor in writing at the time the Purchase Order was placed; and

9.1.2 will be free from defects in design, material and workmanship; and

9.1.3 will correspond with any relevant Specification or sample; and

9.1.4 will comply with all statutory requirements and regulations relating to the sale of the Products or supply of Services; and

9.2 The Vendor warrants that the Vendor has good title to the Products and that the Products are free from undisclosed charges, encumbrances or liens.

9.3 The Vendor warrants to Unique Automation that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for Unique Automation to accept in all circumstances.

9.4 Without prejudice to any other remedy, if any Products or Services are not supplied or performed in accordance with the Contract, then Unique Automation shall be entitled, at Unique Automation’s sole option:

9.4.1 to require the Vendor to repair the Products or to supply replacement Products or re-perform the Services in accordance with the Contract within 7 days, and to reimburse Unique Automation for carriage charges incurred by Unique Automation in returning the non-conforming Products to the Vendor; and/or

9.4.2 and whether or not Unique Automation has previously required the Vendor to repair the Products or to supply any replacement Products or Services, to treat the Contract in whole or in part as discharged by the Vendor’s breach and required the full repayment of any part of the Price which has been paid; and/or

9.4.3 Recover from the Vendor any expenditure reasonably incurred by Unique Automation in obtaining Products or Services from another supplier.

9.5 The Vendor shall indemnify Unique Automation in full against all liabilities, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Unique Automation as a result of or in connection with:

9.5.1 breach of any warranty given by the Vendor in relation to the Products or the Services;

9.5.2 breach of any of the Conditions;

9.5.3 any claim that the Products infringe, or their importation, use or resale, infringes the patent, copyright, design, right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by Unique Automation;

9.5.4 any liability under the Consumer Protection Act 1987 in respect of the Products;

9.5.5 any act or omission of the Vendor or its employees, agents or sub-contractors in supplying, delivering and installing of the Products or performing the Services;

9.5.6 any act or omission of any of the Vendor’s personnel in connection with the performance of the Services and Consumer Protection Act 1987 in relation to the Products.

9.6 Unique Automation reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Products or Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

10. Insurance

10.1 The Vendor shall have in force and shall maintain a policy of insurance in respect of its liabilities with a limit of not less than £5,000,000.00 for any one claim arising out of any one incident or event and without limit as to the number of claims during the period of insurance.

11. Termination

11.1 Unique Automation shall be entitled to cancel the Purchase Order in respect of all or part only of the Products and/or Services by giving notice to the Vendor at any time prior to delivery or performance, in which event Unique Automation’s sole liability will be to pay to the Vendor the Price for the Products or Services in respect of which Buyer has exercised its right of cancellation, less the Vendor’s net saving of cost arising from the cancellation. Unique Automation may cancel the Purchase Order without incurring any payment charges, if such order is cancelled within 7 days of it being placed.

11.2 Unique Automation shall be entitled to terminate the Contract without liability to the Vendor by giving notice to the Vendor at any time if:

11.2.1 the Vendor makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);

11.2.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Vendor;

11.2.3 the Vendor ceases, or threatens to cease, to carry on business;

11.2.4 Unique Automation reasonably apprehends that any of the events mentioned above is about to occur in relation to the Vendor and notifies the Vendor accordingly;

11.2.5 the Vendor commits a breach, and if capable of remedy, fails to remedy within 7 working days following notification of the breach by Unique Automation.

11.2.6 the Vendor is subject to a change of control

11.3 When a purchase order is issued by Unique Automation to the Vendor for a continuous supply Contract the completion date of that Contract is determined by the length of notice given in the Notice of Termination of the Contract subject to the conditions set down in this document and any additional conditions contained in the purchase order. (A Rolling Contract for Supply)

11.4 Termination of the Contract for any reason shall not bring to an end the confidentiality obligations contained in Clause 4 hereunder.

11.5 Termination of the Contract, however arising, shall be without prejudice to the rights and duties of Unique Automation accrued prior to termination.

12. Sales to Third Parties

12.1 The Vendor agrees not to sell items made to Unique Automation’s specific instructions to any person, third party or company except with written authority from Unique Automation.

13. Hazardous Products

13.1 Hazardous Products must be marked by the Vendor with international danger symbols and display the name of the material in English. Products must be accompanied by emergency information in English in the form of written instructions, labels and markings. All information held by, or reasonably available to the Vendor regarding any potential hazards known to exist in the transport, handling or use of the Products supplied must be immediately communicated and confirmed in writing to Unique Automation.

14. Technical Support

14.1 The Vendor will make available technical staff and support facilities for the Products in the form of experts with technical knowledge of the Products printed technical literature, handbooks, catalogues etc. for a period of five years from the date of the Purchase Order.

15. Labelling

15.1 A description of the Products, quantity in package, name of individual or department concerned, any special directions for storage, expiry date of contents (where applicable) shall be shown on the outside of every package unless otherwise specified in the Contract.

16. Corruption

16.1 Unique Automation shall be entitled to terminate the Purchase Order and to recover from the Vendor the amount of any loss resulting from such cancellation, if the Vendor shall have offered or given or agreed to give any person employed by or connected with Unique Automation any gifts, payments of considerations or any kind of inducement in relation to the obtaining or execution of any Products.

17. General

17.1 Except for fraudulent misrepresentation, this Contract constitutes the full and complete agreement between the parties and supersedes all prior understandings, whether oral or written, pertaining to the subject matter. In the event of conflict, these Conditions shall prevail.

17.2 The Purchase Order is personal to the Vendor and the Vendor shall not assign or transfer or purport to assign or transfer to any other person any of its right or subcontract any of its obligations under the Contract.

17.3 Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that other party at it’s registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

17.4 No waiver by Unique Automation of any breach of the Contract by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.5 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

17.6 The Vendor and Unique Automation do not intend any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

17.7 The Contract shall be governed by the laws of England and is subject to the exclusive jurisdiction of the English Courts.