Universal Control Equipment logoTerms and conditions of the Purchase Order Goods and / or Services Universal Control Equipment and Universal Converting Equipment Ltd., a trading name of Universal Control Equipment Ltd.

1. Definitions
For the purposes of this Agreement: (a) «Agreement»: the order and acceptance by the Supplier of the Order; (B) «Conditions» means these terms and conditions; (B) ‘goods’ means the goods and / or services contained in the Agreement can be purchased by the Purchaser to the Supplier (including any part or parts thereof); (C) «Order» means the Buyer’s written instruction by the Supplier to supply the goods, the addition of these conditions: (d) «Purchaser» means Universal Control Equipment Ltd. or its corresponding group entity placing the Order; and (e) ‘supplier’ means the person, firm or corporation that accepts Buyer’s order.

2. Conditions Provider
Order, including these Conditions contain the entire agreement and understanding between the Supplier and Buyer and mergers all discussions and negotiations between them earlier. No terms or conditions approved, delivered with or otherwise contained in or established in the quote provider, and in recognition of the Supplier or acceptance of the Order will not be binding on the Buyer in case of conflict with or in addition to any the provisions of the Order (including, but not limited to the delivery schedule, price, quantity, specification, terms and conditions) unless expressly agreed in writing by the Purchaser. The order can not be changed orally.

3. Deliveries
3.1 Buyer’s production schedules are based on the agreement that the goods will be delivered to the Purchaser on the date specified in the Order, or, if a date is specified, within 30 days of the date of order. Therefore, time is of the essence of the Order. If the Supplier fails to deliver the goods at the agreed time, the Purchaser reserves the right to cancel, buy elsewhere and hold the Supplier responsible for any additional costs or damages suffered by the Buyer. 3.2 The goods will be delivered, postage paid, to the place of business of the Purchaser or any place of delivery as agreed by the Purchaser in writing prior to delivery of the goods. Supplier out of loading the goods at your own risk as directed by the Buyer. 3.3 The Supplier shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the order number, the date of the Order, the number of packages and contents and, in the case of part delivery, balance remaining to be delivered. 3.4 Unless otherwise stipulated by the Purchaser in the Order, deliveries will only be accepted by the Purchaser at the normal time. If the goods are not delivered on the due date then, without prejudice to any other rights it may have, the Buyer reserves the right to: (a) cancel the Agreement in whole or in part; (B) Refuse to accept any subsequent delivery of the goods the Supplier attempts to make; (C) recover from the Supplier any expenses reasonably incurred by Buyer in obtaining the Goods in substitution from another supplier; and (d) claim damages for any additional costs, losses or expenses incurred by the purchaser, which are in any way attributable to the fact that the supplier must deliver the goods on the due date. 3.5 When the purchaser agrees in writing to accept delivery by installments the Agreement shall be construed as a single contract for each section. Despite the failure by the Supplier to deliver any share shall entitle the purchaser to his election to treat the contract as repudiated all. 3.6 Buyer shall not be deemed to have accepted the goods until it has had 45 days to inspect the following delivery. The buyer will also have the right to reject the goods as if they had been accepted for 45 days after any latent defect in the Goods has become apparent. 3.7 Assets remain in the risk of the Supplier until delivery to Buyer is complete (including unloading and stacking) when ownership of the Goods shall pass to Buyer.

4. Prices
The price of the goods shall be stated in the Order and unless otherwise agreed in writing by the Buyer shall be exclusive of value added tax but inclusive of all taxes. No change in the price or extra must be accepted by the Purchaser.

5. Payment
5.1 The buyer must pay the price of goods that are delivered and accepted in accordance with these Conditions Net 60 final days of the date of the valid invoice as received from the supplier, but time for payment shall not be the essence of the agreement. 5.2 Without prejudice to any other right or remedy, the Purchaser reserves the right to offset any amounts due at any time from the Supplier to the Purchaser against any amount payable by Buyer to Supplier under the Agreement.

Quantities 6.
Delivery of goods must equal the exact quantities ordered unless otherwise agreed by the buyer. If the goods are delivered to the buyer in excess of the quantities ordered by Buyer you are not obliged to pay for the excess and any excess shall be and remain at risk of the Supplier and shall be refunded by the supplier.

7. Warranty
The Supplier warrants that all Goods delivered hereunder shall be free from defects in materials or workmanship and will conform strictly to the specifications, drawings and specified or provided samples. This warranty shall survive any inspection, delivery, acceptance or payment by the Buyer of the Goods

8. Quality and Defects
8.1 The goods will be the best design available, of the highest quality materials and workmanship, be without fault and conform in all respects with the Order and the specification and / or patterns supplied or advised by Buyer Provider. 8.2 Purchaser’s rights under these conditions are in addition to the legal requirements involved in favor of the buyer by the Sale of Goods Act 1979.

9. Inspections
9.1 All goods will be subject to inspection and test Buyer (and any of Buyer’s customers, if necessary) at any time before, during or after manufacture. The Supplier shall provide free of charge, all reasonable facilities and assistance for safe and convenient inspections and tests required by the inspectors. Final inspection and acceptance will be on the buyer’s premises unless otherwise specified. 9.2 The Buyer shall have the right to reject and return at the expense of the Supplier or, at its discretion, require correction or replacement goods are defective or do not comply with the requirements of the Order. All rejections will be held at the risk of the Supplier, including all costs of shipping and handling, until he returned to the Supplier or corrected by the Supplier

10. Buyer’s Property
10.1 All materials including tools, furnished or specifically paid by the Purchaser shall remain the property of the Buyer, subject to removal at any time without additional demand by the Purchaser cost may be used only for filling orders from the Purchaser, be kept separate from other materials or tools and be clearly identified as the property of Buyer. The Supplier assumes all liability for loss or damage, except for normal wear and agrees to provide detailed statements of inventory upon request of the Purchaser. 10.2 Materials, equipment, tools, dies, molds, copyright, design rights or any other form of intellectual property rights in all drawings, specifications and data supplied by the Purchaser to the Supplier or not so supplied but used by Supplier specifically in the manufacture of the goods shall be at all times and remain the exclusive property of the Buyer, but shall be held by the Supplier in custody at its own risk and maintained and kept in good condition by the Seller until returned to Buyer and they can not be transferred to other than in accordance with the written instructions of the Purchaser, nor shall such items be used otherwise than as authorized by Buyer in writing

11. Confidentiality
The Supplier shall keep in strict confidence all technical, specifications, inventions, processes or commercial or technical initiatives that are of a confidential mature and have been disclosed to Supplier by Buyer or its agents or any other confidential information about the business of Buyer or its products the supplier may obtain and the Supplier shall restrict disclosure of such confidential information to those of its employees, agents or sub-contractors as need to know the same for the purposes of the implementation of the material obligations Supplier to the Purchaser and shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as bind the Supplier

12. Assignment
The Supplier shall not be entitled to assign the Contract or any part thereof without the prior written consent of Buyer. Buyer may assign the Contract or any part thereof to any other party.

13. Changes in Orders
An order can only be modified by written agreement between Buyer and Supplier

14. Further information
Any specifications, drawings, notes, instructions, warnings engineering or technical data listed in the Order shall be deemed to be incorporated herein by reference as if fully set forth, to the extent that they do not conflict with these Terms and Conditions or the Order

15. Advertising, Promotion and Advertising
The Supplier shall not, without the prior written consent of the Purchaser, issue any press release, advertising, publicity or promotional material concerning the Order (including the denial or confirmation of it) .

16. Governing Law
This Agreement shall be governed by, construed and interpreted in accordance with English Law and subject to the exclusive jurisdiction of the English courts

17. Force Majeure
The Purchaser reserves the right to postpone the date of delivery or payment or cancel the contract or reduce the volume of the goods ordered if it prevents or delays in the performance of its business due to circumstances beyond the reasonable control of the Buyer 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 labor disputes (whether or unrelated workforce of either party), or the restrictions or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

18. Termination
18.1 Buyer shall have the right at any time and for any reason, terminate the Agreement in whole or in part, to give the vendor written notice whereupon all work be suspended in the Agreement and the Purchaser shall pay the Supplier a 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. 18.2 The Purchaser shall have the right at any time by written notice to the Supplier to terminate the agreement immediately if: (a) The Supplier commits a serious violation of any of the terms and conditions of the Agreement; or (b) Supplier (being and individual) must commit an act of bankruptcy or receiving order is made ​​against him, or if the Supplier (being a company) enter into an agreement or arrangement with its creditors or goes into liquidation and whether voluntary or otherwise except for the purpose of amalgamation or reconstruction. 18.3 The termination of the Contract, however arising, shall be without prejudice to the rights and obligations of the Purchaser accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

19. Indemnification
Supplier shall hold Buyer compensation in full against all direct, indirect or consequential liabilities (all three terms include, without limitation, lost profits, loss of business, depletion of goodwill and like loss) , losses, damages, injuries, costs and expenses (including legal and professional fees and expenses) awarded against or incurred or paid by Buyer as a result of or in connection with: (a) defective workmanship, quality or materials; (B) The infringement or alleged infringement of any intellectual property arising from the use, manufacture or supply of goods; and (c) any claim made ​​against the Purchaser with respect to any liability, loss, damage, injury, cost or expense incurred by employees or agents of the Purchaser or by any customer or third party to the extent that such liability, loss, damage , injury, cost or expense was caused by, or related to goods it arises as a result of direct or indirect violation or negligent performance or failure or delay in fulfilling the terms of the Agreement by the Supplier

20. Insurance
You will at all times remain secure and insured with an insurance company reputable against all insurable liability under the Order and, in particular, against all its obligations under this Clause. You will provide all assistance and counseling facilities required by us or our insurance companies in order to challenge or cope with any action, claim or matter arising from the performance of the Order.

21. Remedies
Without prejudice to any other rights or remedies which Buyer may have, if the goods are not supplied in accordance with, or the Supplier fails to comply with any term of the Contract the Purchaser shall be entitled to invoke any of the following remedies at its discretion, whether or not part of the goods have been accepted by the Buyer: (a) To rescind the Order; (B) To reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the supplier on the basis that a full refund for the Goods so returned shall be paid immediately by the supplier; (C) At the option of the Purchaser to the Supplier the opportunity for the provider, either to remedy any defect in the goods or supply of goods parts and perform any other necessary work to ensure that the terms of the Agreement are met; (D) refuse to accept any subsequent delivery of the goods, but without any liability to the Supplier; (E) To conduct at the expense of Supplier any work necessary for the Goods conform to the Agreement; and (f) To claim these damages have been sustained as a result of a breach or breaches of Provider Agreement.

22. Assignment
You may not assign the order without prior written consent. In any legal proceedings between us. You can not configure the existence of sub-contract or any element thereof as a defense to these proceedings and be responsible for its subcontractors in all aspects.

23. General
23.1 Each right or remedy of a party under the Agreement is without prejudice to any other right or remedy of the party whether under the Agreement or not. 23.2 If any provision of the Agreement is found by any court, tribunal or administrative agency of competent jurisdiction to be wholly or partly illegal, invalid, void, avoidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, nullity, annulment , unenforceability or unreasonableness, be deemed severable and the other provisions of the Agreement and the remainder of such provision shall continue in full force and effect. 23.3 The failure or delay by a party to the application or partially the application of any provision of this Agreement shall not be construed as a waiver of any of its rights under the Agreement. 23.4 Any waiver of any breach of, or any default under, any provision of the Agreement by one of the parties not be deemed a waiver of any subsequent breach or default, and in no way affect the remaining provisions of the Agreement . 23.5 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable under the Contracts Act 1999 (Rights of Third Parties) by any person not a party to it. Where a framework / contract between the Universal Control Equipment Ltd. and Supplier specifically for the provision of goods and / or services covered by this purchase order then services agreement, the details within the framework / contract agreement shall prevail Revision 3.1.3 – Last modification 16 / 04/2011