AMADA Terms & Conditions

AMADA UNITED KINGDOM LIMITED TERMS AND CONDITIONS OF PURCHASE
1. DEFINITION For the purpose of these conditions:
'the Company' means Amada U.K. Limited;
'the Conditions' means these terms and conditions;
'the Contract' means the purchase order of the Company, the acceptance of that order by the Seller and the Conditions;
'the Goods' means the goods agreed to be purchased by the Company from the Seller under the Contract;
'the Order' means this purchase order(s) issued by the Company from time to time;
'the Seller' means the person, firm or company supplying the Goods in response to a purchase order issued by the Company;
2, ACCEPTANCE AND APPLICATION OF TERMS The Order by the Company shall be deemed to be an offer to buy Goods subject to the Conditions. Acceptance of the Order must be indicated by the Seller signing and returning to the Company the duplicate within seven days from the date of the Order. The Order shall be deemed accepted when the duplicate is received by the Company and not when sent by the Seller. On acceptance of the Order, the Contract comes into existence. No variation of or addition to these terms and conditions shall form part of any contract unless made or specifically accepted by the Company in writing at its offices in Kidderminster. These terms and conditions shall override and take the place of any other terms and conditions in any other document or other communication used by the Seller in concluding the contract with the Company.
3. PRICE The price of the Goods is stated in the Order and is fixed and not subject to alteration for any reason whatsoever.
4. PAYMENT Unless otherwise agreed in writing, payment by the Company for the Goods shall be within 40 days of the end of the month in which the goods are invoiced but time for payment shall not be of the essence of the Contract. Unless otherwise agreed in writing the Seller will render a Statement of Account to the Company at the end of the month in which delivery is made and any delay in payment due to the Seller’s failure to render such account will not prejudice the Company’s entitlement to any special discounts that may be agreed. The Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller.
5. QUALITY AND REJECTION The Company's rights under the Conditions are in addition to the statutory conditions implied in favour of the Company by the Sale of Goods Act 1979. The Seller hereby agrees that as conditions of the Order all Goods ordered shall correspond strictly with description and specification and with any sample shall be in every respect for the purpose for which the Company has expressly or by implication made known that it required the same and shall be of satisfactory quality which is also of a standard not less than that of previous supplies (if any) approved by the Company. The Seller’s obligations under these Conditions shall be in no way affected by whether or not the Goods are bought by description or the Company deals in goods of the same description, or the Seller normally deals in such goods, or the Goods are specified under a patent or trade name, or the Company has examined the Goods or a sample or the defect would have been apparent had it done so. If the Company rejects or refuses to accept any Goods having the right to do so it shall not be bound to return them to the Seller (and in the event that it nevertheless decides to return them the Goods shall be returned at the risk and expense of the Seller). Where the Company is entitled to reject or refuse to accept any Goods, the Seller shall, at the option of the Company and without prejudice to any other remedies to which the Company may be entitled in addition, repair or replace the Goods, reimburse the Company in full for the cost of repairs carried out by the Company or any third party at the Company’s direction, or refund the full purchase price.
6. DELIVERY All Goods are to be delivered, carriage paid, to the place of delivery specified in the Order. The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Where the Company agrees in writing to accept delivery by instalments, the Contract shall be construed as a single contract in respect of each instalment. Nevertheless, failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated. The time stipulated for delivery of the Goods shall be the essence of the Contract. Should the Seller fail to deliver the Goods within the period specified in the Order the Company (without prejudice to any other remedies to which it may be entitled and notwithstanding any extension of time for delivery which may be given to the Seller by the Company) reserves the right to:- (a) cancel the Contract in whole or in part; (b) cancel without charge that part of the Order which is undelivered at the end of the period specified in the Order; or (c) recover from the Seller any additional costs, losses or expenses to which it may be subject due to the Seller's failure to deliver the Goods or any part thereof at the stipulated time.
7. EXCESS QUANTITIES Goods delivered in excess of specified requirements shall not be charged to the Company and may be returned to the Seller at the risk and expense of the Seller.
8. INSPECTION The Company reserves the right at any time to inspect the Goods under the Order but such inspection shall not relieve the Seller of any obligation under the Order.
9. PACKAGING Cases of Packing of a durable nature, if charged extra by the Seller, must be invoiced on a separate invoice (to be credited in full upon return by the Company carriage paid to the Seller’s Works), such packing to be clearly marked “Returnable” and showing the Seller’s name.
10. PROPERTY The risk in the Goods shall remain the Seller's until delivery to the Company is complete when ownership shall pass to the Company. If any Goods are validly rejected by the Company, the property and the risk therein shall remain in or thereupon revert to the Seller.
11. SUB-CONTRACTING No part of this Order may be sub-contracted by the Seller without the agreement in writing of the Company.
12. INDEMNITY The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with: (a) defective workmanship, quality or materials; (b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and (c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.
13. THE COMPANY'S PROPERTY AND CONFIDENTIALITY Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Company to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Company but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Company and shall not be disposed of other than in accordance with the Company’s written instructions, nor shall such items be used otherwise than as authorised by the Company in writing. The Seller 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 Seller by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Seller may obtain and the Seller 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 Seller’s obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.
14. FORCE MAJEURE The Company shall be entitled to rescind any Contract which has not been delivered in whole or in part or to the require the Seller to suspend delivery for any period if the activities of the Company for which the Goods were ordered are stopped or seriously interfered with by any causes of kind whatsoever beyond the Company’s 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.
15. TERMINATION The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss. The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if: (a) the Seller commits a material breach of any of the terms and conditions of the Contract; or (b) any distress, execution or other process is levied upon any of the assets of the Seller; or (c) the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or (d) the Seller ceases or threatens to cease to carry on its business; or (e) the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
16. REMEDIES Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company: (f) to rescind the Order; (g) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller; (h) at the Company´s option to give the Seller the opportunity at the Seller´s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled; (i) to refuse to accept any further deliveries of the Goods but without any liability to the Seller; (j) to carry out at the Seller´s expense any work necessary to make the Goods comply with the Contract; and to claim such damages as may have been sustained in consequence of the Seller´s breach or breaches of the Contract.
17. ASSIGNMENT The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. The Company may assign the Contract or any part of it to any person, firm or company.
18. IN THE EVENT OF PART EXCHANGE The Seller warrants to the Company that they have complied with all statutory requirements and regulations relating to the sale of the Goods and that the Goods are sold free from any defect in title. In the event of breach of the above warranties and without prejudice to any other remedy to the Company, the Company shall be entitled at its sole option to treat the Contract as discharged by the Seller’s breach and require the repayment of any of the price which has been paid hereunder. The Seller shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of or in connection with breach of the above warranties. The Seller expressly warrants that he has full title to any equipment being offered for part exchange.
19. GENERAL
19.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
19.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
19.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
19.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
19.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. Unless otherwise agreed the formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
© Amada United Kingdom Limited June 2008

AMADA UNITED KINGDOM LIMITED TERMS AND CONDITIONS OF SALE
1. GENERAL Unless otherwise agreed in writing these terms and conditions (the “Conditions") constitute the only conditions upon which Amada United Kingdom Limited (“the Seller”) is willing to supply goods (“the Goods”) to the Buyer (which term shall mean the person, firm or company purchasing the goods) and these Conditions shall prevail over any conditions which a Buyer’s order, confirmation of order, specification or other document may purport to impose which said other conditions shall not apply save (if at all) as may be expressly incorporated herein and the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in writing. No modification of these Conditions shall be binding upon the Seller unless such modifications shall first have been specifically authorised in writing by a Director of the Seller.
2. DELIVERY (a) Where a period is stated for delivery, and such period is not extended by mutual agreement in writing or under the force majeure provisions set out hereunder, the Buyer shall take delivery within that period. (b) Any time or date for delivery stated by the Seller is an estimate only and any date for delivery shall not be made of the essence. The Seller shall not be liable for any direct, indirect or consequential loss (in each case, to include pure economic loss, loss of profit, loss of goodwill and loss of business) caused by any delay in delivery, however such delay may have been caused. (c) Where goods are sold F.O.B. the responsibility of the Seller shall cease immediately the goods are placed on board ship or aircraft and the Seller shall be under no obligation to give the Buyer the notice specified in sub-section (3) of Section 32 of the Sale of Goods Act 1979 or any statutory modification or re-enactment thereof for the time being in force. (d) If for any reason the Buyer fails to accept delivery of (any of) the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence); (ii) the Goods shall be deemed to have been delivered; and (iii) the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). (e) Goods once delivered cannot be returned without the prior written agreement of the Seller.
3. POSSESSION OWNERSHIP AND RISK (a) The ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full (cash or cleared funds) of all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account but the risk shall pass on delivery (or deemed delivery under clause 2(d)). Offloading and positioning of the goods shall be at the risk of the Buyer unless otherwise agreed in writing. (b) Until the date of such payment the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall store, protect and insure the Goods and identify the Goods as the Seller’s property as distinct from the goods of any third party. In the event of damage to the Goods before such time as the ownership passes to the Buyer then the Buyer will pay to the Seller any insurance proceeds received by the Buyer in respect of the Goods. (c) Any breach by the Buyer of its obligations hereunder to pay the full purchase price for the Goods shall entitle the Seller (without prejudice to any other right or claim with the Seller) to repossess and/or resell the Goods (and for the purpose of repossessing the Goods, the Seller shall be at liberty to enter upon the premises in which the Goods are for the time being placed or kept (and for the avoidance of doubt, the Buyer hereby grants to the Seller or its authorised agents an irrevocable licence to enter upon any premises where the Goods are stored in order to repossess). (d) The Buyer’s right to possession of the Goods shall terminate immediately if: (i) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or (ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under any contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or (iii) the Buyer encumbers or in any way charges any of the Goods. (e) Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. (f) On termination of the contract the subject of these Conditions the Seller’s rights contained in clause 3 shall remain in effect.
4. INSPECTION OF GOODS BY SELLER Prior to the payment in full by the Buyer of the purchase price for the Goods the Buyer shall permit the Seller and any person authorised by it at all reasonable times to enter upon the premises in which the Goods are for the time being placed or kept for the purpose of inspecting and examining the condition of the Goods.
5. DAMAGE IN TRANSIT No claim for damage in transit or shortage of delivery will be entertained unless noted on the delivery note at the time of delivery, followed by a complete claim in writing within ten days of the receipt of the Goods. In the case of loss of the Goods, notice in writing must be given to the Seller and a complete claim in writing made within twenty-one days of the date of consignment.
6. LIABILITY (a) Except in respect of death or personal injury caused by the Seller’s negligence or death or personal injury or any loss or damage to property (as defined herein) arising from a defect in the Goods, the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty at Common Law or under the express terms of the contract for any consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use by the Buyer and all warranties, conditions or other terms implied by statute or Common Law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. In this Clause “property” shall have the meaning given to it by section 5 of the Consumer Protection Act 1987 or any amendment or modification of the same for the time being in force. (b) Subject to clauses 6(a) and 6(c) :- the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract the subject of these Conditions shall be limited to the contract price.; and the Seller shall not be liable to the Buyer for any economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract the subject of these Conditions. (c) Nothing in these Conditions excludes or limits the liability of the Seller:- for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
7. GUARANTEE AND QUALITY (a) Except as set out below, the Goods supplied by the Seller which are provided to the Seller’s reasonable satisfaction to be defective in materials or workmanship within twelve months from completion of commissioning will be replaced or repaired (or the affected part repaired or replaced) at the option of the Seller, free of charge. Normal operational wear and consumable items are excluded. (b) Any goods replaced shall belong to the Seller and any repaired or replacement goods shall be guaranteed under these Conditions for the unexpired portion of the twelve-month period. (c) If the Buyer wishes to have incorporated in its order at its specific request any part or parts not normally supplied by the Seller then, in that event, the Seller shall be at liberty to state whether the incorporation thereof is recommended by them. If the Seller does not recommend the inclusion of such part or parts, then they will not be liable for any damage or loss, either consequential or direct, arising from the use of such non-recommended parts with the Goods. (d) The Seller shall not be liable for a breach of these Conditions if: the Buyer makes any further use of the Goods after giving such notice as referred to in clause 5 or under this clause; or the defect arises because the Buyer failed to follow the Seller’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; the Buyer alters or repairs the Goods without the written consent of the Seller; or the Buyer has not paid for the Goods on the due date for payment.
8. ADVERTISING MATERIALS, ILLUSTRATIONS AND SPECIFICATIONS (a) Photographs and other illustrations or advertisement matter supplied by the Seller represent generally the goods manufactured by the Seller, but shall not be taken as necessarily representing the goods subject to the quotation and shall not form part of the contract. (b) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and, accordingly, the Seller shall not be liable for any such advice or recommendation which is not so confirmed. (c) Unless stated in the quotation, prices do not include attachments, tools or accessories which may appear on illustrations and such items are charged as extras. (d) All intellectual property in the drawings prepared by the Seller (or on its behalf) shall remain the Seller’s property and shall be returned to the Seller on demand. All such drawings shall be treated by the Buyer as confidential and shall not be copied or reproduced or disclosed to any third party without the Seller’s prior written consent.
9. CANCELLATION No order received by the Seller shall be subject to cancellation either wholly or partially without the Seller’s written consent and subject to a cancellation charge stipulated by the Seller (which shall be a genuine estimate of the loss suffered by the Seller) and to payment in respect of work done thereon to the date of cancellation; and delay in delivery whether caused by inability to obtain goods from sub-contractors within a reasonable time or through force majeure as set out below or by cancellation of the Buyer’s own contracts, shall not be regarded as constituting sufficient reason or cause for cancellation of the contract.
10. TERMS OF PAYMENT (a) Where the Goods are sold to a Buyer not resident in the United Kingdom, payment shall be made in the same currency as the invoice by irrevocable letter of credit or by such other method as the Seller may specify. Notwithstanding that the goods or part thereof may be found to be defective after being set out to work, payment shall be made by the Buyer at the stipulated times, and the claimed defects will be dealt with under the guarantee clause above. (b) Time for payment shall be of the essence. (c) The contract price, together with any Value Added Tax thereon shall be paid by the Buyer without deduction whatsoever including in particular without deductions in respect of bank charges, import dues, taxes or otherwise. (d) If payment is not received by the Seller within the time stipulated, the Seller reserves the right to charge the Buyer interest for such time as payment shall be overdue, and such interest shall be calculated on a day to day basis at two per cent per annum above the base rate of the National Westminster Bank PLC ruling on the day interest accrues due. (e) The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
11. FORCE MAJEURE The Seller shall not be liable to the Buyer or deemed to be in beach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:- Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties on obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
12. DETERMINATION OF THE CONTRACT If the Buyer shall make default in or commit a breach of the contract or of any other of the Buyer's obligations to the Seller which is incapable of remedy or fails to remedy a breach which is capable of remedy within 14 days of written notice, or suffers an event referred to in clause 3(d), the Seller shall have the right forthwith to determine any contract then subsisting upon written notice of such determination being posted to the Buyer’s last known address, any subsisting contract shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise.
13. ARBITRATION Any question, dispute or difference under the contract between the Seller and the Buyer shall, if either party give notice in writing to the other of the existence of such question, dispute or difference, be referred to the arbitration of a single arbitrator mutually agreed upon or, failing agreement, or some person appointed by the President for the time being of the Law Society whose decision shall be final and binding. The arbitration shall be in accordance with the Arbitration Act 1996 and any statutory modification or re-enactment thereof for the time being in force.
14. HEALTH AND SAFETY AT WORK (a) The Seller shall supply to the Buyer adequate information about the use for which the Goods are designed or have been tested any conditions necessary to ensure that they will be safe and without risk to health whilst being set, used, cleaned or maintained by a person at work. The Seller will also supply all such revisions of information by reason of its becoming known that anything about the Goods may give rise to a serious risk to health or safety. (b) The Buyer undertakes to take all necessary steps to ensure that all information supplied by the Seller under sub-clause (a) above will be made known to all persons who will use, set, clean or maintain the goods and will also take all steps recommended by the Seller to ensure that the Goods are safe and without risk to health when properly used.
15. TOOLING CREDIT Tooling Allowance is part of the machine package and is only usable for Amada tooling invoiced at List Price. It is not refundable under any circumstances.
16. NON-ASSIGNMENT The Buyer shall not be entitled to assign, charge, subcontract or transfer the contract or any part of it without the prior written consent of the Seller.
17. LAW OF THE CONTRACT This contract shall be governed by the Laws of England as a contract made in England and the Buyer hereby submits to the jurisdiction of the English Courts.
© Amada United Kingdom Limited June 2008

AMADA UNITED KINGDOM LIMITED ANNUAL SERVICE CONTRACT WITH (OR WITHOUT) PARTS
1. INTERPRETATION
1.1 In this agreement, unless the context otherwise requires: Commencement Date: means the date upon which the first payment of charges is received in cash or cleared funds by the Contractor from the Customer; Contractor: Amada United Kingdom Limited a company incorporated in England under number 01063206, whose registered office is at Spennells Valley Road, Kidderminster, Worcestershire DY10 1XS; Customer: means the person who accepts the Contractor’s Written quotation for the provision of the Services or whose Written order for the Services is accepted by the Contractor; Equipment: means the equipment manufactured by or on behalf of Amada United Kingdom Limited, the description and location of which is set out in the Service Contract Order Form; Force Majeure: means any circumstance beyond the reasonable control of the parties, including, but not limited to acts of God, fire, explosion, pollution, adverse weather conditions (such as drought, storm, flood, tempest, high wind conditions), earthquake, terrorism, riot, vandalism, civil commotion, war, strikes, work stoppages, slow-downs or other industrial disputes, accidents, acts of government, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, lack of power or breakdown in machinery, damage to property, delays by suppliers or carriers and materials, parts or fuel shortages; Liability: means any liability arising by reason of any representation (unless fraudulent, or any breach of any implied term or any duty at common law, or under any statute, or under any express term of this agreement; Location: means the location of the Equipment as set out in the Service Contract Order Form or any other location agreed from time to time between the parties in Writing and “Located” shall be interpreted accordingly; Loss: means, in relation to the Customer, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer, however the same may arise and whether occasioned by the negligence of the Contractor, its employees or agents or otherwise; Normal Working Hours: means the hours of 8.30am to 5 pm (inclusive) on any Working Day; Routine Maintenance: means routine maintenance as listed in the operation manuals relating to the Equipment; Service Contract Order Form: means the order form completed by the parties in respect of the Services, detailing without limitation, the Equipment, charges and term relating to this agreement; Services: means the repair and maintenance services to be provided in respect of the Equipment pursuant to clause 2.1 and as further set out at Schedule 1; Working Day: means any day other than Saturday or Sunday or a Bank or Public Holiday; Writing:, and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.
1.2 The headings in this agreement are for convenience only and shall not affect its interpretation. 1.3 The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible. 1.4 All references in this Agreement to Clauses, and Schedules are to the clauses and schedules to this Agreement unless otherwise stated. 1.5 All sums payable hereunder are exclusive of VAT or any other applicable tax or duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant tax point.
2. SERVICES TO BE PROVIDED
2.1 During the period of this agreement and in consideration of the charges, the Contractor shall provide the Customer with the Services.
2.2 The Services shall apply in respect of the Equipment only and shall not be applied in respect of alternative equipment at any time whatsoever, unless the Customer enters into a service contract with the Contractor relating to such other equipment.
2.3 Without prejudice to Schedule 1, the Services shall consist of:
2.3.1 Routine Maintenance of the Equipment at such intervals as the Contractor may reasonably determine to be necessary in order to keep the Equipment in good working order; and
2.3.2 the repair of any defect in or malfunction of the Equipment which is discovered by the Contractor’s representatives during the course of routine maintenance checks or is reported to the Contractor by the Customer from time to time.
2.4 Routine Maintenance of the Equipment shall be carried out by one of the Contractor’s representatives attending at the Location at such times during Normal Working Hours as may be agreed in advance between the Contractor and the Customer from time to time.
2.5 If the Contractor’s representative discovers a defect in or malfunction of the Equipment in the course of Routine Maintenance, the Contractor’s representative will use reasonable endeavours to repair it at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), the Contractor’s representative will seek to make suitable arrangements with the Customer for:
2.5.1 a further visit to be made to the Location during Normal Working Hours for the repair of the defect or malfunction; or
2.5.2 if it is not reasonably practicable for the defect or malfunction to be repaired otherwise, the removal of the Equipment (or, where practical, the part of the Equipment in question) for the purposes of repair.
2.6 If the Customer reports a defect in or malfunction of the Equipment during Normal Working Hours:
2.6.1 the Contractor shall use its reasonable endeavours to ensure that one of the Contractor’s representatives attends at the Location, during Normal Working Hours, within 24 hours; and
2.6.2 the Contractor’s representative will use reasonable endeavours to repair the defect or malfunction at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), the Contractor’s representative shall seek to make such arrangements with the Customer as are mentioned in clause 2.5.
2.7 For the purposes only of determining the period of time within which the Contractor’s representative makes an attendance pursuant to clause 2.6, any period between the end of Normal Working Hours on one Working Day and the beginning of Normal Working Hours on the next Working Day shall be disregarded.
2.8 If the Customer reports a defect in or malfunction of the Equipment after Normal Working Hours on any day, then unless the Contractor expressly agrees otherwise, the report shall be deemed to be made at the beginning of Normal Working Hours on the next Working Day, and clause 2.6 shall take effect accordingly.
2.9 All reports of defects in or malfunctions of the Equipment must be made by telephone, or in Writing, as appropriate, by a representative of the Customer and otherwise in such a manner as the Contractor may reasonably require from time to time.
2.10 The Contractor shall not unreasonably withhold its agreement to Equipment being moved to any other location provided that the Customer shall not be entitled to move the Equipment out of the country in which the Equipment is Located. (For the purposes of this contract Northern Ireland is not part of Mainland UK)
2.11 The Contractor shall use reasonable endeavours to ensure that its representatives comply with all safety and security regulations in force at the Customer’s premises which are brought to the attention of such representatives prior to their attendance at the Location.
3. SPARE PARTS AND REPLACEMENTS (IF APPLICABLE)
3.1 The provisions of this clause 3 shall apply only in circumstances where the Customer is contracting with the Contractor for a “Service Contract with Parts Included”.
3.2 The Contractor shall use all reasonable endeavours to supply minor spare parts and replacement components required to maintain the Equipment in good working order, and no extra charge will be made for the supply. If, however, the Equipment is damaged otherwise than by fair wear and tear or the Equipment requires a major spare part or replacement component (as to whether either of which events has occurred the Contractor’s decision shall be final and binding on the Customer), the Contractor reserves the right to charge the Customer for the supply.
3.3 All spare parts and replacement components supplied by the Contractor shall become part of the Equipment and any parts and components removed from it shall become the Contractor’s property, unless otherwise agreed in Writing between the parties.
4. SERVICES NOT INCLUDED
4.1 The Services shall not apply to any design defect in the Equipment, or any defect or malfunction which is due to faulty materials or workmanship in manufacture, or which in the Contractor’s opinion has arisen as a result of:
4.1.1 electrical work external to the Equipment;
4.1.2 transportation or relocation of the Equipment not performed by or on behalf of the Contractor;
4.1.3 any error or omission relating to the operation of the Equipment;
4.1.4 any error or omission relating to a failure to complete routine oil maintenance oil changes, and oil filter maintenance in accordance with the service recommendations;
4.1.5 any modification, adjustment or repair to the Equipment made by a third party without the Written consent of the Contractor;
4.1.6 any modification, adjustment or repair to the Equipment using any parts or tooling not supplied by the Contractor;
4.1.7 the subjection of the Equipment by the Customer to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls;
4.1.8 excessive wear, accidental damage or negligence; or
4.1.9 any other cause (except fair wear and tear) which is not due to the neglect or default of the Contractor.
4.2 The Contractor shall not be obliged to provide the Services in respect of Equipment where, in its opinion:
4.2.1 Routine Maintenance has not previously been conducted on that Equipment; or
4.2.2 where there is no available record of Routine Maintenance having been conducted on that Equipment.
4.3 If on investigation the Contractor reasonably determines that any defect in or malfunction of the Equipment is the result of any of the matters referred to in clause 4.1, the Customer shall be liable for all costs incurred by the Contractor in making the investigation and determining its cause.
4.4 If any part of the Equipment can no longer be maintained in good working order by the provision of replacement spare parts or the whole of the Equipment is damaged beyond economic repair otherwise than through the Contractor’s fault (as to whether either of which events has occurred the Contractor’s decision shall be final and binding on the Customer) the Contractor reserves the right to terminate this agreement with immediate effect, by giving Written notice to the Customer, in respect of the whole or any part of the Equipment which can no longer be maintained, in which case the Contractor shall repay to the Customer a fair proportion of any charges for the Contractor’s services which have been paid in advance by the Customer.
4.5 Except as expressly provided in this agreement or as agreed between the parties in writing, the Contractor shall have no obligation to provide the Services to the Customer outside Normal Working Hours.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
5.1.1 at all times keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment;
5.1.2 subject to clause 2.10, not move the Equipment from the Location without obtaining the prior Written consent of the Contractor;
5.1.3 use the Equipment only in accordance with such instructions and recommendations relating to the care and operation of the Equipment as may be issued by the manufacturer of the Equipment or as may from time to time be advised in Writing by the Contractor; and
5.1.4 not allow any person other than the Contractor’s representatives to adjust, maintain, repair, replace or remove any part of the Equipment unless under specific instruction by the Contractor to do so.
5.2 The Customer shall ensure that the Contractor’s representatives have full and free access to the Equipment and to any records of its use kept by the Customer to enable the Contractor to perform its duties.
5.3 The Customer shall provide the Contractor with such information concerning the Equipment, its application, use, location and environment as the Contractor may reasonably request to enable it to carry out its duties.
5.4 The Customer shall take all such steps as may be necessary to ensure the safety of any of the Contractor’s representatives who visit any premises of the Customer
6. CHARGES
6.1 The Customer shall, subject to receipt of a proforma invoice from the Contractor, pay the Contractor by direct debit, cash, cheque or credit card, the one off annual charge set out in the Service Contract Order Form and this agreement shall not come into force until the payment has cleared in the bank account of the Contractor.
6.2 If the Customer requests the Contractor’s services without any reasonable justification, or requires the Contractor to repair a defect in or malfunction of the Equipment which is due to causes not covered under this agreement, the Customer shall be liable to pay the Contractor’s standard charges from time to time in force for such services.
6.3 The Contractor shall give to the Customer three (3) months written notice prior to the anniversary of this agreement (the “Notice Period”) of any increases in the charges..
6.4 If the Customer fails to pay on the due date any amount which is payable to the Contractor pursuant to this agreement then, without limiting clauses 9.3 and 9.5, that amount shall bear interest from the due date until payment is made to the Contractor (both before and after any judgment) at 2 % per cent per annum over the National Westminster Bank plc base rate from time to time.
7. LIABILITY The Contractor shall have no Liability to the Customer for loss of profit or any indirect, special or consequential Loss of the Customer arising out of or in connection with the provision of any goods or services or any delay in providing or failure to provide any Services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total Liability of the Contractor for any other Loss of the Customer so arising in any year of this agreement in respect of any one event or series of connected events shall not exceed the charges payable by the Customer for the Services for that year.
8. FORCE MAJEURE
8.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
8.2 Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this agreement, (save as to payment) to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
9. DURATION AND TERMINATION
9.1 This agreement shall come into force on the Commencement Date and, subject to clauses 9.3 and 9.5, shall continue in force for a period of twelve (12) months.
9.2 Prior to expiry of this agreement, the Contractor shall offer the Customer an agreement renewal price and the Customer shall accordingly be able to enter into a renewal agreement with the Contractor at the renewal price upon the terms of this agreement. If the Customer does not pay the Customer by the anniversary of the Commencement Date, the contract price shall be at such higher price as the Contractor shall in its sole discretion determine.
9.3 The Contractor shall be entitled, at its sole discretion, to suspend or terminate this agreement:
9.3.1 in the circumstances and to the extent referred to in clause 4.4; and
9.3.2 forthwith by giving written notice to the Customer if any sum payable under this agreement is not paid on the due date.
9.4 In the event that the Contractor suspends this agreement in accordance with clause 9.3, the Contractor shall, in its sole discretion, determine the date when this agreement shall be deemed to recommence. The term of this agreement shall be extended for a period of time equal to the period of the suspension of the agreement.
9.5 Either party may forthwith terminate this agreement by giving Written notice to the other if:
9.5.1 the other commits any continuing or material breach of any of the provisions of this agreement and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a Written notice giving full particulars of the breach and requiring it to be remedied;
9.5.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other;
9.5.3 the other makes any voluntary arrangement with its creditors or becomes subject to an administration order;
9.5.4 the other goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other under this agreement); or
9.5.5 the other ceases, or threatens to cease, to carry on business.
9.6 For the purpose of clause 9.5.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
9.7 A waiver by either party of a breach of this agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision.
9.8 The rights to terminate this agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
9.9 On the termination of this agreement for any reason, subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement, except as otherwise provided in this agreement except for rights which have accrued prior to termination.
10. NATURE OF AGREEMENT
10.1 The Contractor may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985, as amended) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this agreement be deemed to be the act or omission of the Contractor.
10.2 The Contractor may carry out its obligations under this agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.
10.3 Except as provided in clauses 10.1 and 10.2, this agreement is personal to the parties, and neither of them may, without the Written consent of the other, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this agreement.
10.4 Nothing in this agreement shall create, or be deemed to create, a partnership between the parties.
10.5 This agreement contains the entire agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties, and may not be modified except by an instrument in Writing signed by the duly authorised representatives of the parties.
10.6 Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law, but nothing in this agreement shall affect the liability of either party for fraudulent misrepresentation.
10.7 If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of this agreement and the remainder of the affected provisions shall continue to be valid.
10.8 This agreement shall be governed by and construed in all respects in accordance with the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.
11. NOTICES AND SERVICE
11.1 A notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent by first class pre-paid post, facsimile transmission or comparable means of communication, including electronic mail to the other party at the address referred to in clause 11.6.
11.2 A notice or other information given by hand shall be deemed to have been given to and received by the addressee at the time it is given to a representative of the other party.
11.3 A notice or other information given by post under clause 11.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, pre-paid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
11.4 Any notice or other information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in clause 11.6 within 24 hours after transmission.
11.5 Any notice or other information sent by electronic mail to the correct electronic mail address referred to in clause 11.6 shall be deemed to have been received by the addressee within 24 hours.
11.6 A notice or other information or any legal proceedings concerning or arising out of this agreement shall be addressed to the company secretary of the party in question at its registered office, or by email to [Insert email address for service of notices] or to such other officer or at such other address as may be notified by the party in question in Writing from time to time.
12. GOVERNING LAW AND JURISDICTION This agreement shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 Services The Services shall include:
1. Amada UK Limited labour, transportation and accommodation costs (unlimited number of visits).
2. All parts replaced due to fair wear and tear.
3. The laser oscillator (excluding optical parts).
4. Laser turbo-blower overhaul (excluding oils).
5. Non-Amada engineers’ costs for repair where arranged through Amada UK Limited.
6. Erwin Sick Ltd engineers’ costs where visits are arranged through Amada UK Limited.
7. Amada UK Limited labour costs for oil changes when carried out during routine planned visits
. 8. Consumables and tooling ordered for a contract machine will have a 10% reduction from the standard price list.
9. The contract covers unlimited machine operation hours.
10. Amada UK Limited will respond to service calls within 24 hours (on Working Days only) where possible.
11. Amada UK labour cost for internal optic mirror clean, annually, if required, during a periodic routine check only.
12. Periodical checks carried out by Amada engineers at 6 monthly intervals for all machines except CS, SP & Togu series, which are 12 monthly intervals.

The following shall not form a part of the Services and accordingly shall be subject to additional charges based on the standard price list which is available at all times by contacting Head Office.
1. Oil
2. Press brake distance pieces
3. Laser optics
4. Periodical checks outside the intervals indicated above
5. Laser mirror cleaning by non-Amada engineers.
6. Visits to service or repair ancillary equipment not manufactured by Amada United Kingdom Limited such as chillers, dust extractors, hydraulic accumulators, Ultra-Filters and transformers.
7. Additional work such as shear blade turns or machine modifications.
8. Other parts, unless specifically included and detailed as part of the ‘with parts’ contract
© Amada United Kingdom Limited June 2008

AMADA UNITED KINGDOM LIMITED CONTINUOUS SERVICE CONTRACT WITH (OR WITHOUT) PARTS
1. INTERPRETATION
1.1 In this agreement, unless the context otherwise requires: Commencement Date: means the date upon which the first payment of charges is received in cash or cleared funds by the Contractor from the Customer; Contractor: Amada United Kingdom Limited a company incorporated in England under number 01063206, whose registered office is at Spennells Valley Road, Kidderminster, Worcestershire DY10 1XS; Customer: means the person who accepts the Contractor’s Written quotation for the provision of the Services or whose Written order for the Services is accepted by the Contractor; Equipment: means the equipment manufactured by or on behalf of Amada United Kingdom Limited, the description and location of which is set out in the Service Contract Order Form; Force Majeure: means any circumstance beyond the reasonable control of the parties, including, but not limited to acts of God, fire, explosion, pollution, adverse weather conditions (such as drought, storm, flood, tempest, high wind conditions), earthquake, terrorism, riot, vandalism, civil commotion, war, strikes, work stoppages, slow-downs or other industrial disputes, accidents, acts of government, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, lack of power or breakdown in machinery, damage to property, delays by suppliers or carriers and materials, parts or fuel shortages; Liability: means any liability arising by reason of any representation (unless fraudulent, or any breach of any implied term or any duty at common law, or under any statute, or under any express term of this agreement; Location: means the location of the Equipment as set out in the Service Contract Order Form or any other location agreed from time to time between the parties in Writing and “Located” shall be interpreted accordingly; Loss: means, in relation to the Customer, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer, however the same may arise and whether occasioned by the negligence of the Contractor, its employees or agents or otherwise; Normal Working Hours: means the hours of 8.30am to 5 pm (inclusive) on any Working Day; Routine Maintenance: means routine maintenance as listed in the operation manuals relating to the Equipment; Service Contract Order Form: means the order form completed by the parties in respect of the Services, detailing without limitation, the Equipment, charges and term relating to this agreement; Services: means the repair and maintenance services to be provided in respect of the Equipment pursuant to clause 2.1 and as further set out at Schedule 1; Working Day: means any day other than Saturday or Sunday or a Bank or Public Holiday; Writing:, and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.
1.2 The headings in this agreement are for convenience only and shall not affect its interpretation.
1.3 The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
1.4 All references in this Agreement to Clauses, and Schedules are to the clauses and schedules to this Agreement unless otherwise stated.
1.5 All sums payable hereunder are exclusive of VAT or any other applicable tax or duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant tax point.
2. SERVICES TO BE PROVIDED
2.1 During the period of this agreement and in consideration of the charges, the Contractor shall provide the Customer with the Services.
2.2 The Services shall apply in respect of the Equipment only and shall not be applied in respect of alternative equipment at any time whatsoever, unless the Customer enters into a service contract with the Contractor relating to such other equipment.
2.3 Without prejudice to Schedule 1, the Services shall consist of:
2.3.1 Routine Maintenance of the Equipment at such intervals as the Contractor may reasonably determine to be necessary in order to keep the Equipment in good working order; and
2.3.2 the repair of any defect in or malfunction of the Equipment which is discovered by the Contractor’s representatives during the course of routine maintenance checks or is reported to the Contractor by the Customer from time to time.
2.4 Routine Maintenance of the Equipment shall be carried out by one of the Contractor’s representatives attending at the Location at such times during Normal Working Hours as may be agreed in advance between the Contractor and the Customer from time to time.
2.5 If the Contractor’s representative discovers a defect in or malfunction of the Equipment in the course of Routine Maintenance, the Contractor’s representative will use reasonable endeavours to repair it at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), the Contractor’s representative will seek to make suitable arrangements with the Customer for:
2.5.1 a further visit to be made to the Location during Normal Working Hours for the repair of the defect or malfunction; or
2.5.2 if it is not reasonably practicable for the defect or malfunction to be repaired otherwise, the removal of the Equipment (or, where practical, the part of the Equipment in question) for the purposes of repair.
2.6 If the Customer reports a defect in or malfunction of the Equipment during Normal Working Hours:
2.6.1 the Contractor shall use its reasonable endeavours to ensure that one of the Contractor’s representatives attends at the Location, during Normal Working Hours, within 24 hours; and
2.6.2 the Contractor’s representative will use reasonable endeavours to repair the defect or malfunction at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), the Contractor’s representative shall seek to make such arrangements with the Customer as are mentioned in clause 2.5.
2.7 For the purposes only of determining the period of time within which the Contractor’s representative makes an attendance pursuant to clause 2.6, any period between the end of Normal Working Hours on one Working Day and the beginning of Normal Working Hours on the next Working Day shall be disregarded.
2.8 If the Customer reports a defect in or malfunction of the Equipment after Normal Working Hours on any day, then unless the Contractor expressly agrees otherwise, the report shall be deemed to be made at the beginning of Normal Working Hours on the next Working Day, and clause 2.6 shall take effect accordingly.
2.9 All reports of defects in or malfunctions of the Equipment must be made by telephone, or in Writing, as appropriate, by a representative of the Customer and otherwise in such a manner as the Contractor may reasonably require from time to time.
2.10 The Contractor shall not unreasonably withhold its agreement to Equipment being moved to any other location provided that the Customer shall not be entitled to move the Equipment out of the country in which the Equipment is Located. (For the purposes of this contract Northern Ireland is not part of Mainland UK)
2.11 The Contractor shall use reasonable endeavours to ensure that its representatives comply with all safety and security regulations in force at the Customer’s premises which are brought to the attention of such representatives prior to their attendance at the Location.
3. SPARE PARTS AND REPLACEMENTS (IF APPLICABLE)
3.1 The provisions of this clause 3 shall apply only in circumstances where the Customer is contracting with the Contractor for a “Service Contract with Parts Included”.
3.2 The Contractor shall use all reasonable endeavours to supply minor spare parts and replacement components required to maintain the Equipment in good working order, and no extra charge will be made for the supply. If, however, the Equipment is damaged otherwise than by fair wear and tear or the Equipment requires a major spare part or replacement component (as to whether either of which events has occurred the Contractor’s decision shall be final and binding on the Customer), the Contractor reserves the right to charge the Customer for the supply.
3.3 All spare parts and replacement components supplied by the Contractor shall become part of the Equipment and any parts and components removed from it shall become the Contractor’s property, unless otherwise agreed in Writing between the parties.
4. SERVICES NOT INCLUDED
4.1 The Services shall not apply to any design defect in the Equipment, or any defect or malfunction which is due to faulty materials or workmanship in manufacture, or which in the Contractor’s opinion has arisen as a result of:
4.1.1 electrical work external to the Equipment;
4.1.2 transportation or relocation of the Equipment not performed by or on behalf of the Contractor;
4.1.3 any error or omission relating to the operation of the Equipment;
4.1.4 any error or omission relating to a failure to complete routine oil maintenance oil changes, and oil filter maintenance in accordance with the service recommendations;
4.1.5 any modification, adjustment or repair to the Equipment made by a third party without the Written consent of the Contractor;
4.1.6 any modification, adjustment or repair to the Equipment using any parts or tooling not supplied by the Contractor;
4.1.7 the subjection of the Equipment by the Customer to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls;
4.1.8 excessive wear, accidental damage or negligence; or
4.1.9 any other cause (except fair wear and tear) which is not due to the neglect or default of the Contractor.
4.2 The Contractor shall not be obliged to provide the Services in respect of Equipment where, in its opinion:
4.2.1 Routine Maintenance has not previously been conducted on that Equipment; or
4.2.2 where there is no available record of Routine Maintenance having been conducted on that Equipment.
4.3 If on investigation the Contractor reasonably determines that any defect in or malfunction of the Equipment is the result of any of the matters referred to in clause 4.1, the Customer shall be liable for all costs incurred by the Contractor in making the investigation and determining its cause.
4.4 If any part of the Equipment can no longer be maintained in good working order by the provision of replacement spare parts or the whole of the Equipment is damaged beyond economic repair otherwise than through the Contractor’s fault (as to whether either of which events has occurred the Contractor’s decision shall be final and binding on the Customer) the Contractor reserves the right to terminate this agreement with immediate effect, by giving Written notice to the Customer, in respect of the whole or any part of the Equipment which can no longer be maintained, in which case the Contractor shall repay to the Customer a fair proportion of any charges for the Contractor’s services which have been paid in advance by the Customer.
4.5 Except as expressly provided in this agreement or as agreed between the parties in writing, the Contractor shall have no obligation to provide the Services to the Customer outside Normal Working Hours.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
5.1.1 at all times keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment;
5.1.2 subject to clause 2.10, not move the Equipment from the Location without obtaining the prior Written consent of the Contractor;
5.1.3 use the Equipment only in accordance with such instructions and recommendations relating to the care and operation of the Equipment as may be issued by the manufacturer of the Equipment or as may from time to time be advised in Writing by the Contractor; and
5.1.4 not allow any person other than the Contractor’s representatives to adjust, maintain, repair, replace or remove any part of the Equipment unless under specific instruction by the Contractor to do so.
5.2 The Customer shall ensure that the Contractor’s representatives have full and free access to the Equipment and to any records of its use kept by the Customer to enable the Contractor to perform its duties.
5.3 The Customer shall provide the Contractor with such information concerning the Equipment, its application, use, location and environment as the Contractor may reasonably request to enable it to carry out its duties.
5.4 The Customer shall take all such steps as may be necessary to ensure the safety of any of the Contractor’s representatives who visit any premises of the Customer.
6. CHARGES
6.1 The Customer shall, subject to receipt of a VAT Schedule from the Contractor, pay to the Contractor by direct debit the charges set out in the Service Contract Order Form within one month from the date of the invoice.
6.2 The Contractor shall invoice the Customer on a monthly basis in respect of the previous month’s Services and the direct debit payment shall be deducted from the Customer’s account on, or on the nearest Working Day to, the tenth day of the month.
6.3 If the Customer does not have a direct debit mandate set up on, or on the nearest Working Day to, the tenth day of the month, the Contractor shall delay submitting an invoice to the Customer until the end of the first month following the Commencement Date and the invoice shall be in arrears.
6.4 If the Customer requests the Contractor’s services without any reasonable justification, or requires the Contractor to repair a defect in or malfunction of the Equipment which is due to causes not covered under this agreement, the Customer shall be liable to pay the Contractor’s standard charges from time to time in force for such services.
6.5 The Contractor reserves the right to increase the Contract Price at any time after the initial 12 month period following the Commencement Date, , by giving to the Customer 3 months notice in Writing.
6.6 If the Customer fails to pay on the due date any amount which is payable to the Contractor pursuant to this agreement then, without limiting clauses 9.2 and 9.4, that amount shall bear interest from the due date until payment is made to the Contractor (both before and after any judgment) at 2 % per cent per annum over the National Westminster Bank plc base rate from time to time.
7. LIABILITY The Contractor shall have no Liability to the Customer for loss of profit or any indirect, special or consequential Loss of the Customer arising out of or in connection with the provision of any goods or services or any delay in providing or failure to provide any Services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total Liability of the Contractor for any other Loss of the Customer so arising in any year of this agreement in respect of any one event or series of connected events shall not exceed the charges payable by the Customer for the Services for that year.
8. FORCE MAJEURE
8.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
8.2 Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this agreement, (save as to payment) to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
9. DURATION AND TERMINATION
9.1 This agreement shall come into force on the Commencement Date and, subject to clauses 9.2 and 9.4, shall continue in force for an initial period of twelve (12) months from that date and thereafter unless or until terminated by either party giving to the other at any time not less than three (3) months’ prior Written notice of termination to expire no sooner than three months after the first anniversary of the Commencement Date.
9.2 The Contractor shall be entitled, at its sole discretion, to suspend or terminate this agreement:
9.2.1 in the circumstances and to the extent referred to in clause 4.4; and 9.2.2 forthwith by giving written notice to the Customer if any sum payable under this agreement is not paid on the due date.
9.3 In the event that the Contractor suspends this agreement in accordance with clause 9.2, the Contractor shall, in its sole discretion, determine the date when this agreement shall be deemed to recommence. The term of this agreement shall be extended for a period of time equal to the period of the suspension of the agreement.
9.4 Either party may forthwith terminate this agreement by giving Written notice to the other if:
9.4.1 the other commits any continuing or material breach of any of the provisions of this agreement and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a Written notice giving full particulars of the breach and requiring it to be remedied;
9.4.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other;
9.4.3 the other makes any voluntary arrangement with its creditors or becomes subject to an administration order;
9.4.4 the other goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other under this agreement); or
9.4.5 the other ceases, or threatens to cease, to carry on business.
9.5 For the purpose of clause 9.4.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
9.6 A waiver by either party of a breach of this agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision.
9.7 The rights to terminate this agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
9.8 On the termination of this agreement for any reason, subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement, except as otherwise provided in this agreement except for rights which have accrued prior to termination.
10. NATURE OF AGREEMENT
10.1 The Contractor may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this agreement through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985, as amended) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this agreement be deemed to be the act or omission of the Contractor.
10.2 The Contractor may carry out its obligations under this agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.
10.3 Except as provided in clauses 10.1 and 10.2, this agreement is personal to the parties, and neither of them may, without the Written consent of the other, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this agreement.
10.4 Nothing in this agreement shall create, or be deemed to create, a partnership between the parties.
10.5 This agreement contains the entire agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties, and may not be modified except by an instrument in Writing signed by the duly authorised representatives of the parties.
10.6 Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law, but nothing in this agreement shall affect the liability of either party for fraudulent misrepresentation.
10.7 If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of this agreement and the remainder of the affected provisions shall continue to be valid.
10.8 This agreement shall be governed by and construed in all respects in accordance with the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.
11. NOTICES AND SERVICE
11.1 A notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent by first class pre-paid post, facsimile transmission or comparable means of communication, including electronic mail to the other party at the address referred to in clause 11.6.
11.2 A notice or other information given by hand shall be deemed to have been given to and received by the addressee at the time it is given to a representative of the other party.
11.3 A notice or other information given by post under clause 11.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, pre-paid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
11.4 Any notice or other information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in clause 11.6 within 24 hours after transmission.
11.5 Any notice or other information sent by electronic mail to the correct electronic mail address referred to in clause 11.6.shall be deemed to have been received by the addressee within 24 hours after transmission.
11.6 A notice or other information or any legal proceedings concerning or arising out of this agreement shall be addressed to the company secretary of the party in question at its registered office, or by email to [Insert email address for service of notices] or to such other officer or at such other address as may be notified by the party in question in Writing from time to time.
12. GOVERNING LAW AND JURISDICTION This agreement shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 Services
The Services shall include:
1. Amada UK Limited labour, transportation and accommodation costs (unlimited number of visits).
2. All parts replaced due to fair wear and tear.
3. The laser oscillator (excluding optical parts).
4. Laser turbo-blower overhaul (excluding oils).
5. Non-Amada engineers’ costs for repair where arranged through Amada UK Limited.
6. Erwin Sick Ltd engineers’ costs where visits are arranged through Amada UK Limited.
7. Amada UK Limited labour costs for oil changes when carried out during routine planned visits.
8. Consumables and tooling ordered for a contract machine will have a 10% reduction from the standard price list.
9. The contract covers unlimited machine operation hours.
10. Amada UK Limited will respond to service calls within 24 hours (on Working Days only) where possible.
11. Amada UK labour cost for internal optic mirror clean, annually, if required, during a periodic routine check only.
12. Periodical checks carried out by Amada engineers at 6 monthly intervals for all machines except CS, SP & Togu series, which are 12 monthly intervals.

The following shall not form a part of the Services and accordingly shall be subject to additional charges based on the standard price list which is available at all times by contacting Head Office.
1. Oil
2. Press brake distance pieces
3. Laser optics
4. Periodical checks outside the intervals indicated above
5. Laser mirror cleaning by non-Amada engineers.
6. Visits to service or repair ancillary equipment not manufactured by Amada United Kingdom Limited such as chillers, dust extractors, hydraulic accumulators, Ultra-Filters and transformers.
7. Additional work such as shear blade turns or machine modifications.
8. Other parts, unless specifically included and detailed as part of the ‘with parts’ contract.
© Amada United Kingdom Limited June 2008