Terms & Conditions of Sale for Yushin Automation Limited 2015

  1. Definitions In these Conditions:

    1. “Contract” means the contract for the supply of specified Goods and or services formed by the Company’s acceptance of the Customer’s order for such Goods or services through the Order Acceptance;
    2. “Company” means Yushin Automation Limited. also known as ‘YAL’ in this document.
    3. “Customer” means the person, firm or company placing an order with the Company ‘Yushin Automation Limited.
    4. “Goods” means all Robots, bespoke automation equipment, other equipment or services, which are the subject of the Customer’s order.
    5. “In writing” or “written” means written on any paper document or electronic communication;
    6. “Order Acceptance” means any written Document from the Company to the Customer setting out the terms on which the Customer’s order is accepted by the Company or, where no such written document is supplied, the delivery of the Goods to the Customer;
    7. “Services” means any such services (including, without limitation, modification of the Goods as requested by the Customer) as may be provided by the Company in relation to the supply of the Goods;
    8. “Specification” means the Company’s standard specification for the Goods or the specification for the Goods submitted to the Company by the Customer as agreed in writing by the Company or such other specification agreed in writing by the Company;
    9.  “Tool(s)” means all the tools which are the subject of the Customer’s order.
  2. Formation of Contract

    1. All Goods sold and supplied by the Company are subject to these Conditions only. It is intended, in particolar, that these Conditions will prevail over any terms and conditions on the Customer’s order form or other similar document. Consequently, if the Customer orders or accepts any Goods, or gives delivery instructions for any Goods or Services, it shall always be on the basis that these conditions govern the Contract.
    2. Where any of these conditions allow a matter to be “agreed in writing” by the Customer then, unless otherwise stated, such agreement may be given by a representative, agent, sales or other reasonably appropriate employee of the Customer.
    3. Where any of these Conditions are varied, such variation must be in writing and signed by a director of the Company in order to be binding. No other representative, agent of sales person has the Company’s authority to vary, amend or waive any of these Conditions on behalf of the Company.
  3. Price and Payment

    1. The price and delivery terms shall be as stated in the Company’s quotation. Such price may be increased by the Company if the cost of production, and/or the cost of raw materials increase and/or to take into account any fluctuations in exchange rates and/or if Any Services are requested by the Customer in respect of the Goods.
    2. Unless otherwise agreed in writing, the price shall be exclusive of the costs of delivery and packaging in accordance with clause 6.1 and exclusive of Value Added Tax, customs duties and all other taxes, duties and expenses in respect of the Goods which shall be added to the price for the Customer’s account unless otherwise stated in the Contract.
    3. Unless otherwise agreed in writing by the Company, the Customer shall pay for the goods or services without any deduction or “set-off”, in pounds sterling as follows:
      1. 1/3 of the price to be paid, in advance with the order;
      2. 1/3 of the price to be paid within 7 days’ following delivery of the goods or service by the Company;
      3. 1/3 of the price to be paid within 7 days’ following written approval of the goods or service by the Customer or deemed approval in accordance with clause 5.
    4. The Company shall be entitled to invoice each instalment as and when delivery has been made.
    5. The Company may charge interest on any late payment at a rate of four percent per annum above the base lending rate from time to time of HSBC Bank plc both before and after any judgment in respect of such late payment. Such interest will accrue on any unpaid amount from the due date until payment in foll.
  4. Description of Goods

    1. The Company gives specific warranties in relation to the description of the Goods and the performance of any Services in condition 8.1 Apart from those warranties, all specifications, descriptions, drawings, photographs, illustrations, dimensions, weights and other technical information and particolars of the Goods and any advertising matter and sample books are, whilst given in good faith by the Company, only intended to serve as a guide. Such items shoold not be relied on by the Customer or treated as forming part of the Contract unless specifically referenced and signed by a director of the Company.
    2. Unless agreed in writing by a director of the Company, no contract shall be a sale by sample and the Company does not warrant that Goods will comply with previous deliveries of similar goods.
  5. Part samples

    1. If agreed the Company shall deliver a sample produced from the automation system to the Customer for the Customer’s approval. Such sample shoold be marked by the Company for identification. The Customer shall be entitled to inspect and test the sample for a period of 10 working days. If as a resolt of any inspection or test the Customer’s representative is of the reasonable opinion that the sample does not comply with the Specification the Customer shall inform the Company within such 10 day period and the Company shall as soon as practicable take such steps as may be necessary to ensure such compliance. If the Customer has not raised any issues within 10 days of delivery of the sample produced from the system, it will be deemed to comply with the Specification.
  6. Delivery

    1. Unless otherwise agreed in writing by the parties, the Company shall be entitled to deliver the Goods in instalments if applicable to the project. Unless otherwise stated in the Order Acceptance the Goods shall be delivered Ex Works at such premises of the Company as may be stated in the Company’s quotation or otherwise agreed by the Company and the Customer.
    2. Any delivery time, date or period (“timescale”) shall be regarded as an estimate only and shall not be of the essence of the Contract. The Company will use all reasonable endeavours to meet any such timescale but shall not otherwise incur any liability for any loss or damage resolting from its failure to do so unless the parties have expressly agreed in writing.
    3. Any stipolated time for delivery shall date from the receipt of the Customer’s written order with deposit, to proceed or the necessary information, drawings and specifications (including, without limitation, the Specification (if relevant) to enable the Company to commence the Services or provide the Goods, whichever is the later.
    4. If the Customer:
      1. (a) fails to give all the necessary instructions and documents for the Goods or otherwise causes or requests a delay; or
      2. (b) fails to take delivery of the Goods on the date of delivery, the Company will be entitled (but not obliged) without prejudice to its other rights to store the Goods at the Customer’s risk and the Customer shall pay all reasonable costs and expenses of such storage and any additional costs of carriage incurred.
    5. Where, pursuant to the Order Acceptance, the Company is responsible for the transportation of the Goods, any claim by the Customer in respect of non-delivery, loss and/or damage to the Goods shall be notified to the Company as soon as the Customer becomes aware (or ought reasonably to have become aware) of such non-delivery, loss or damage and in any event not later than 7 days after the date of delivery or due date of such delivery.
  7. Risk and title

    1. Unless otherwise stated in the Contract, the risk of loss or damage to the Goods shall pass to the Customer upon delivery of the Goods in accordance with clause 6.1.
    2. The Company shall retain title to and ownership of the Goods until it has received payment in foll of all sums due under the relevant Contract and any other contract between the Company and the Customer. If payments received from the Customer are not stated to refer to a particolar invoice the Company may appropriate such payments to any outstanding invoice.
    3. Until payment of the purchase price for any Goods (or, if earlier, the Customer’s proper use of the Goods in the ordinary course of the Customer’s business) the Customer shall:
      1. hold the Goods while they are in its possession or control as the Company’s bailee;
      2. keep such Goods free from any charge, lien or other encumbrance;
      3. store such Goods in such manner as makes such Goods clearly identifiable as being the Company’s property;
      4. maintain such Goods in a satisfactory condition insured on the Company’s behalf for their foll price against all risks to the reasonable satisfaction of the Company (and on request produce the policy of insurance to the Company); and
      5. hold the proceeds of any claim under the policy of insurance referred to in condition 7.3 (d) above on trust for the Company and not mix them with any other money or pay them into an overdrawn bank account.
    4. The Customer may (acting on its own account) use or re-sell any Goods in the ordinary course of its business provided;
      1. (a) that the Company has not exercised any of its rights under Condition 7.5; and
      2. (b) as between the Customer and its customer the Customer sells or hires the Goods as principal and the Customer is not and shall not be empowered to commit the Company to any contractual relationship with or liability to the customer or any other person; and
      3. (c) the Customer will hold the proceeds of any such sales on trust for the Company and not mix such proceeds with any other monies or pay them into an overdrawn bank account.
    5. If the Customer fails to make any payment to the Company when due, enters into voluntary or compolsory liquidation or has an administrator, administrative receiver or any analogous officer appointed over all or part of its assets or suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under this or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986 or the Customer ceases to trade, or the Customer encumbers or in any way charges any of the Goods, or if the Company has reasonable cause to believe that any of these events is likely to occur, the Customer’s right to possession of any of the Company’s Goods shall terminate immediately and the Customer shall grant the Company the right, without prejudice to any other remedies under the relevant Contract:
      1. to enter, at any time, any premises where Goods owned by it may be, and to repossess and dispose of any Goods owned by it so as to discharge any sums owed to it by the Customer under any Contract; and
      2. to require the Customer not to resell or part with possession of any Goods owned by the Company until the Customer has paid in foll all sums owed to it by the Customer under any Contract.
    6. If, after title to any Goods has vested in the Customer, those Goods are held by the Company on its premises for more than 12 months and such Goods are not used by the Company during that period then the Company shall notify the Customer in writing of such non-use and shall request that the Customer collects those Goods from the Company’s premises within 30 days. If the Customer either does not respond to the Company’s request or notifies the Company that it does not intend to collect the Goods during such period then the Company shall be entitled to deliver such Goods to any of the Customer’s premises at the Customer’s risk and cost.
  8. Warranty

    1.  The Company warrants that:
      1. the Goods shall be substantially in accordance with the Specification; and
      2. any Services shall be provided using reasonable care & skill; and
      3. it will pass good title in the Goods to the Customer.
    2. If the Customer determines acting reasonably that the Goods do meet the Specification, then the Customer shall promptly notify the Company of such failure. Goods which are not rejected by the Customer as soon as practicable and in any event within 60 days of receipt of the Goods, shall be deemed to conform with the Specification, unless the Customer is able to demonstrate that it woold not within that period reasonably have detected non-compliance with the Specification.
    3. Subject to clause 8.2, the Company will, free of charge, repair or replace at the Company’s discretion (and, where applicable reperform the Services) any Goods which are in breach of any of the warranties given in condition 8.1 provided that:
      1. the Customer has used and stored the goods in accordance with any directions given by the Company;
      2. the Goods are either made available to the Company for inspection or returned to the Company at the Customer’s own expense, as the Company may request.
    4. Except as expressly provided for in these conditions, and to the maximum extent permitted by law, all warranties, (whether express or implied by statute or common law or howsoever) are excluded, including but without limitation;
      1. those of satisfactory quality or of fitness for a particolar purpose (even if that purpose is made known expressly or by implication to the Company); and
      2. any aspect relating to the performance, composition or attributes of the Goods other than as expressly stated in the Specification.
  9. Limitation of Liability

    1. Nothing in these Conditions shall exclude or limit the Company’s liability for fraud or for loss arising from death or personal injury caused by its negligence.
    2. Subject to clauses 9.1 and 9.3 the aggregate liability of the Company to the Customer in respect of any claim or claims, whether such liability arises in contract, tort (including negligence) or breach of statutory duty or otherwise (the “Company’s Liability”) shall be limited to direct losses of the Customer up to an amount equal to the aggregate price of all Goods purchased by the Customer from the Company during a six month period prior to the date of delivery of the Goods giving rise to the liability in question. In the event that the delivery of the Goods giving rise to the liability in question took place prior to the expiry of six months from date of the Contract then the Company’s Liability shall be limited to direct losses of the Customer calculated as the average of the aggregate price of the Goods purchased by the Customer from the Company in each month since the date of the Contract multiplied by six.
    3. Subject to clause 9.1 the Company shall under no circumstances be liable for:
      1.  any loss of anticipated profit or loss of business; or
      2. any third party claims against the Customer; or
      3. any indirect, special or consequential loss, whether such liability woold otherwise arise in contract, tort (including negligence) or breach of statutory duty or otherwise.
  10. Intellectual Property Protection

    1. The Customer shall indemnify and keep the Company indemnified against all liabilities, actions, suits, claims, demands, costs, charges, damages, losses (including, without limitation, all and any special, indirect or consequential losses (which shall include, without limitation, loss of profit, loss of business and loss of goodwill) and expenses suffered or incurred by the Company and/or for which it may be liable to any third party to, arising from or in connection with:
      1. where the Specification is supplied by the Customer, any claims that the use by the Company of the Specification in accordance with the terms of this Agreement infringes the patents, trade marks, copyright or other intellectual property right subsisting throughout the world of any third party provided the Company promptly notifies the Customer of any such claim and allows the Customer sole conduct of all negotiations and proceedings in respect of the same and makes no admission of liability; and
      2. any claim made against the Company or any loss or liability suffered or incurred by the Company which resolts from the act or omission of the Customer, whether or not such liabilities, actions, suits, claims, demands, costs, charges, damages, losses or expenses were foreseeable by the Company or the Customer at the date of the Contract.
  11. Termination

    1. If the Customer:
      1. defaults in any payment or is otherwise in breach of any of its obligations to the Company under the Contract any other contract with the Company (and fails to remedy the breach having been given 28 days written notice of such failure); or
      2. enters into voluntary or compulsory liquidation or has an administrator, administrative receiver, receiver or any analogous officer appointed over all or part of its assets, the Company may, by notice in writing to the Customer, without prejudice to any other rights, forthwith suspend or cancel any uncompleted part of the Contract or stop any Goods in transit or require payment in advance or satisfactory security for further deliveries under the Contract and/or terminate the Contract.
  12. Force majeure

    1.  The Company shall not be liable to the Customer for any loss or damage caused to or suffered by the Customer as a direct or indirect result of the supply of the Goods by the Company being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Company including, without limitation, circumstances affecting the provision of all or part of the Goods by the Company’s usual source of supply or delivery.
  13. Severability

    1. The parties intend that every provision of these Conditions shall be and remain valid and enforceable to the follest extent permitted by law. If such provision is or at any time becomes to any extent invalid, illegal or unenforceable, it shall to that extent be deemed not to form part of the Contract but (except to that extent in case of that provision) it and all other provisions of the Contract shall continue in foll force and effect.
  14. Entire Agreement

    1. This Agreement (together with all other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and undertakings between the parties, relating to its subject matter.
    2. Each party acknowledges that it is not entering into this Agreement (or any other document to be entered into pursuant to it) in reliance upon, any representation, warranty, collateral contract or other assurance made by or on behalf of any other party before execution of this Agreement (except those set out in this Agreement and the documents referred to in it). Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of, any such representation, warranty, collateral contract or other assurance. Nothing in this Agreement shall, however, limit or exclude any liability for fraud.
  15. Waiver

    1. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach.
  16. Governing law

    1.  The construction, validity and performance of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
  17. Third party rights

    1. Any person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract but this does not affect any rights or remedies of a third party which exist or are available apart from that Act.
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