ALTech UK Labelling Technologies Ltd Terms and Conditions of Trade.

1. Definitions

1.1
These Terms and Conditions (“Conditions”) constitute the only basis on which ALTECH UK LABELLING TECHNOLOGIES LTD, (“ALTECH UK” or “The Company”) agrees to supply Goods, Equipment, Materials, Consultancy and/or Services.

1.2
In these Conditions the following terms are defined below :
a)
“Agreement” means these Conditions, the Order Confirmation and the ALTECH UK Documentation that is expressly incorporated reference by ALTECH UK on the Order Confirmation, or by any other written or electronic means
b)
“Charges” means the Equipment Charges, Software charges, Consumables charges, Service charges or any other applicable charges as set out in ALTECH UK Docmentation.
c)
“Commencement Date” means the date as contained in the Order Confirmation.
d)
“Customer” means the customer identified in the Quotation and/or Order Confirmation for whom ALTECH UK is to supply the Equipment, Software, Consumables and/or services. "ALTECH UK Documentation" means the applicable, vaild and current quotation, proposal, offer or Service Description.
e)
“ALTECH UK” means ALTECH UK LABELLING TECHNOLOGIES LTD, registered address Unit 2220 Central Park, Western Avenue, Bridgend, Mid Glamorgan, CF31 3RT.
f)
“Documentation” means any offer, quotation, order, confirmation or correspondence relating to this agreement.
g)
“Equipment” means the equipment and hardware which is to be supplied and as identified in the Order Confirmation.
h)
“Order Confirmation” means the ALTECH UK Order Confirmation incorporating these Conditions and/or the Customer's purchase order which may be accepted by ALTECH UK provided that these Conditions are automatically incorporated into such purchase order and subject always to clause 2.1.
i)
“Charges” means the price for the Equipment, Consumables and/or Services set out in the company's Quotation, offer and or Order Confirmation.
j)
“Quotation” means the written quotation or estimate for the Equipment, Consumables and/or Services as provided by ALTECH UK.
k)
“Consumables” means the products that Customers use recurrently which are to be supplied and as identified in the Order Confirmation.
l)
“Services” means the fixed or packaged service ALTECH UK shall deliver and are identified in detail in the relevant Service Description.
m)
“Service Description” means the description of services and by of example may include support services or any other services each as defined in a Service Description.
n)
“Software” means the software programs and each and every component thereof, including all upgrades or releases thereof, non-chargeable developments existing now or made available in the future, and all related documentation, which may be supplied by ALTECH UK or its sub-contractors in connection with the provision of the Service, whether integral to Equipment or otherwise.

2. Agreement

2.1
Notwithstanding a duly executed agreement to the contrary the parties contract on these Conditions which shall prevail over any inconsistent terms which the Customer may seek to introduce on any purchase order or any other communication for the supply/purchase of Equipment, Software or Services. Such inconsistent terms shall have no effect on any supplies made by ALTECH UK to the Customer.

2.2
ALTECH UK shall supply and Customer shall pay the Charges for Equipment, Software, Consultancy and/or Services as set out in the Order Confirmation and on the terms and conditions of this Agreement.

2.3
No Agreement may be cancelled without the consent of ALTECH UK. If any Agreement is with the consent of ALTECH UK cancelled, the Customor shall indemnify ALTECH UK for all costs and consequential losses cliamed by the Customor to have arisen out of such cancellation or athe the option of ALTECH UK and as a genuine pre-estimate by the parties of the loss likely to be suffered by ALTECH UK, pay to ALTECH UK liquidated damages to the value of the deposit installment, or 20% of the total order value whichever is the greater.

2.4
In the event that any Condition (or part thereof) shall breach or be unenforceable under any rule of law or legislation it shall be of no effect but all the other provisions of the Conditions shall remain in full force and effect and shall be severable from such offending Condition or part of it. The parties agree that as from the date of such judically certified breach or unenforceability they will assume obligations as near as may be to those contained in the offending Condition or part thereof.

2.5
Unless otherwise agreed in writing the Agreement shall in all respects be governed by and construed in accordance with English Law and be subject to the exclusive jurisdiction of the English Courts.

3. Quotations, Orders and Acceptances

3.1
Quotations will be given by ALTECH UK in writing and shall remain valid for a period of 30 days from the date of issue and thereafter be deemed invalid but subject to review. All prices quoted are ex-works exclusive of carriage, transit, packing, insurance and VAT unless expressly stated otherwise.

3.2
Quotations shall not be deemed to bind ALTECH UK or form any contractual liability unless and until the Customer makes an order in writing and which order is accepted by ALTECH UK in accordance with clause 3.3 hereof.

3.3
Orders made by the Customer to ALTECH UK shall not bind ALTECH UK or form any contractual liability unless and until such order is accepted by ALTECH UK in writing by way of an Order Confirmation in which case these Conditions shall apply.

3.4
ALTECH UK reserves the right to revise or alter Quotations before an Order Confirmation is issued in the event of any unforeseen rise in the cost to ALTECH UK of manufacture and/or supply of Equipment, Software and/or Consumables.

3.5
The Customer warrants that information supplied to ALTECH UK for the purpose of Quotation is accurate and correct. In the event that information so supplied by the Customer proves incorrect or inaccurate or different in practice, ALTECH UK reserve the right to revise all costs and prices by way of revised Quotation, which Quotation shall be deemed the only Quotation for the purpose of this Agreement. In the event that work has commenced on Equipment by ALTECH UK on inaccurate or incorrect information or information proving different in practice supplied by the Customer, ALTECH UK reserve the right to cease work and notify the Customer accordingly and the Customer from the date of such notification shall be liable for all costs, expenses and other charges incurred by ALTECH UK to that date which sum shall be payable in accordance with the Conditions for payment hereinafter contained.

4. Drawings, Models and Illustrations

4.1
Any drawings, models or illustrations or other information issued by ALTECH UK or contained in price lists or any other literature shall be treated as the property of ALTECH UK and the Customer shall take all necessary and proper steps to ensure that the same are returned in good condition and that no copies are taken and no details are given to third parties and shall at all times do all things necessary to protect any copyright held by ALTECH UK and to bring to the attention of ALTECH UK any potential breaches of copyright or patent or any other interference by others which may prejudice or otherwise affect the interest of ALTECH UK. .

5. Delivery

5.1
ALTECH UK shall use its reasonable endeavours to deliver or complete or procure the delivery of the Equipment, Consumables, Software and/or Services to such location as stated in the Order Confirmation on or before any specified date for delivery. Unless specifically agreed, delivery date is not "of the essence". Delivery dates are subject to confirmation and may be varied by ALTECH UK on giving reasonable notice to the Customer in writing.

5.2
The Customer shall provide sufficient labour and equipment to offload the goods at the place of delivery.

5.3
Delivery may be made in instalments.

6. Loss or damage in transit

6.1
When the price quoted includes delivery, ALTECH UK shall repair or replace free of charge goods damaged in transit or not delivered in accordance with the advice note subject to the following conditions.
(a)
All goods must be examined by the Customer immediately on receipt.
(b)
The delivered goods are to be accepted by the Customer if they have no more than immaterial defects. Crates and other packaging material are to be checked prior to acceptance to determine any damage or theft. Damaged goods are to be accepted from the carrier only after his written acknowledgement of the damage. Defect in part of a consignment does not entitle the Customer to repudiate the entire delivery, where breakage or shortage has been sustained the carriers receipt note must be endorsed to this effect and the Customer must in addition notify the carrier and ALTECH UK sales officer within 48 hours.
(c)
All damaged goods which are accepted must be kept for inspection by ALTECH UK or carrier until otherwise advised by ALTECH UK.
(d)
In the event of goods ordered not being received within 14 days of invoice date ALTECH UK must be notified thereof in writing immediately.

6.2
No claims can otherwise be entertained and ALTECH UK's liability for non-delivery or short delivery or damage in transit shall in any event and notwithstanding the foregoing be limited by and subject to the terms governing the liability of the carrier.

7. Installation

7.1
Installation will be subject to the following conditions:
a)
Quotations will be given for installation, such Quotations being subject to the provisions contained in clause 3 of this Agreement and paragraph (3.1) of this clause.
b)
The Customer will ensure that ALTECH UK has access to the site and all necessary facilities for the installation, fitting and movement of Equipment, testing and commissioning or other facilities as specified by ALTECH UK and as reasonably required by them.
c)
The Customer will ensure that sufficient and representative samples are made available for Equipment testing and that all necessary staff members required to use the Equipment are made available for training on the day of the agreed installation at times set with the installing ALTECH UK representative.
d)
ALTECH UK will not be responsible for making good other works, Equipment, Consumables, Software or other trades responsibility.

8. Title, Risk and Ownership

8.1
Risk in Equipment, Consumables and/or Software shall pass to Customer on their delivery to the Customer. Title in the Equipment and Consumables (excluding any rights in Software) shall pass to the Customer on receipt by ALTECH UK of full and cleared payment for the price of the Equipment and Consumables (including VAT). ALTECH UK retains the right to access and recover any goods, Equipment, Consumables and/or Software which is not fully paid for (subject also to clause 9).

8.2
Relation to any goods, Equipment, Consumables and/or Software the copyright or other intellectual property rights therein shall remain vested in the owner thereof and the Customer shall enter into contract with the owner of such intellectual property user licence agreement as may be prescribed by the owner. The Customer shall abide by the terms of and be responsible for any end user licence agreement with the Software owner.

9. Warranties

9.1
ALTECH UK warrants it has the right to provide or procure the provision of the Equipment, Consumables and/or Software to the Customer and that the Customer shall have the right to use the Equipment, Consumables and/or Software.

9.2
The warranties and remedies given by ALTECH UK to Customer in respect of Equipment, Consumables or Software are those which are given by the manufacturer or owner of such Equipment, Consumables or Software to ALTECH UK (with all necessary changes) and are subject to any relevant limitations and exclusions imposed by such manufacturer or owner. ALTECH UK shall provide Customer with details of such warranties and remedies for breach of such warranties (if applicable) upon request.

9.3
The Customer's sole remedy for breach of any warranties in clause 9.2 is to require ALTECH UK to repair, replace or refund (at ALTECH UK's option) the defective item within a reasonable time at no charge to the Customer provided any such defect is notified to ALTECH UK during the applicable warranty period. The Customer shall provide all information as may be reasonably necessary to assist ALTECH UK in repairing the defective item including, without limitation, sufficient information to enable ALTECH UK to re-create the defect so as to remedy it.

9.4
ALTECH UK shall not be liable for a breach of the warranties in clause 9.2 if such breach arises directly or indirectly as a result of any of the following:
a)
Customer The makes or causes to be made any modifications to the Equipment, Consumables or Software without ALTECH UK's consent.
b)
The Equipment, Consumable or Software is used in combination with any machinery, software and/or materials not supplied by ALTECH UK or not recommended by ALTECH UK.
c)
The Software, Equipment or Consumable is used incorrectly.
d)
Causes external to the Software, Consumables or Equipment including but not limited to failure or fluctuations of electrical power, fire, flood or other natural disasters commonly regarded as "Force Majeure" events.

10. Charges and Payment

10.1
The Customer shall pay to ALTECH UK all charges due for the sale and supply of Equipment, Consumables and/or Software, together with taxes and charges due thereon in the following manner, unless otherwise agreed between the parties in writing:
a)
40% payable upon order against ALTECH UK first invoice.
b)
50% payable prior to despatch or delivery against ALTECH UK second invoice.
c)
10% payable within thirty days of the date of ALTECH UK final invoice.
d)
ALTECH UK reserves the right to charge interest on all amounts overdue at 1% over UK Clearing Bank lending Rate.

10.2
No deduction shall be made by the Customer from ALTECH UK invoices or charges for any reason whatsoever. The existence of claims or purported claims against ALTECH UK shall not be a valid reason for withholding payment.

10.3
All Equipment, Consumables and Software shall remain the property of ALTECH UK until payment by the Customer of all charges. Delivery of Equipment shall not constitute the passing of title by ALTECH UK and ALTECH UK reserve the right to repossess such Equipment or part thereof against any unpaid charges or sums remaining due after a period of sixty days from the time when payment was due and the Customer hereby grants ALTECH UK right of entry to any premises in which the Equipment, Consumables and Software is situated for such repossession.

11. Limitation

11.1
Subject to clause 11.3 in no event shall ALTECH UK be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for any of the following:
a)
Loss of profit.
b)
Loss of business.
c)
Loss of goodwill.
d)
Loss of contracts.
e)
Loss of revenues.
f)
Loss of anticipated savings.
g)
Increased costs or expenses.
h)
Loss of, damage to or corruption of data.
i)
Special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement.

11.2
Subject to clause 11.3 and without prejudice to clauses 11.1 and 11.3 and the Customer's obligations to pay any Charges hereunder, the parties' maximum liability under this Agreement is limited in respect of each event or series of connected events to the value of all sums actually received by ALTECH UK under this agreement for goods or services.

11.3
Nothing in this Agreement shall exclude or limit the liability of either party for death, personal injury or fraudulent misrepresentation caused by its negligence to the extent that the same is prohibited by UK statute.

11.4
ALTECH UK's sole obligations and liabilities in respect of the provision of the goods Equipment, Consumables or Software are as stated in these Conditions and all other representations (innocent or negligent), conditions, warranties and terms express or implied whether by statute, law or otherwise are hereby excluded to the fullest extent permitted by law.

12. Miscellaneous

12.1
Each party shall treat as confidential such information obtained from the other pursuant to this Agreement (including, where the Customer is the recipient, without limitation, the Software, the Equipment, the Consumables and the ALTECH UK Documentation) and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party. Each party shall ensure that its employees are aware of and comply with the provisions of this clause.

12.2
The Customer shall not assign the benefit of this Agreement in whole or in part without the prior written consent of ALTECH UK.

12.3
Neither Party shall be responsible for any failure to perform these obligations for reasons beyond its reasonable control.

12.4
Save as expressly stated herein and in relation to the enforcement of any intellectual property rights of ALTECH UK the parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.

12.5
The UK shall be considered the principal place of performance of services or publication of material over the Internet and this Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.

12.6
No failure or delay of either Party in exercising any right, power, or privilege under these Conditions (and no course of dealing between the Parties) shall operate as a waiver thereof.

12.7
If any provision of these Conditions or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.

12.8
This Agreement is not intended to create a joint venture or partnership between the Parties and neither Party is authorised to act as the agent of the other.