Terms & Conditions

RS MACHINERY GROUP LTD (TRADING AS RS MACHINERY, RS BLASTECH OR

RS TOOLING) – STANDARD TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

In these terms and conditions: -

(a) “goods” means the goods (including any instalments of the goods or any part of

them) to be supplied by the Sellers to the Purchaser under the contract of sale of which

these terms and conditions form part;

(b) “the Purchaser” means the person buying the goods; and

Blastech or RS Tooling

2. GENERAL

These terms and conditions are the only terms and conditions upon which the Sellers

will do business with the Purchaser and shall prevail notwithstanding any printed or

other conditions contained in any purchase order or acceptance of estimate or quotation

or otherwise brought to the Sellers’ notice. No other agreement, representation,

promise, undertaking or understanding of any kind unless expressly accepted in writing

by the Sellers shall alter, vary, supercede or operate as a waiver of these terms and

conditions. The Sellers’ record of any order placed by the Purchaser verbally shall be

conclusive, except in the event of a clerical error, as to the type and quantity of goods

and the point and date of delivery.

3. ORDERS

No order made or given by the Purchaser to the Sellers shall be accepted or be deemed

to have been accepted by the Sellers and a contract of sale shall not be made or be

deemed to have been made until an acknowledgement of such an order has been given

in writing by the Sellers to the Purchaser. The right is reserved to the Sellers (without

prejudice to any other remedy competent to the Sellers) to cancel without penalty to the

Sellers any uncompleted order or the contract of sale or to suspend delivery on the

failure of the Purchaser to fulfil any of the commitments or obligations of the Purchaser

to the Sellers howsoever arising whether such commitment or obligation arises pursuant

to the contract of sale or otherwise. Upon such cancellation or suspension by the

Sellers or in the event of any cancellation or suspension of the contract or of any order

made or given by the Purchaser to the Sellers, the Purchaser shall, on the demand in

writing of the Sellers to the Purchaser, indemnify and so free and relieve the Sellers

from and against any loss, cost, charge, expense or damage to or incurred by the

Sellers resulting from such cancellation or suspension.

4. VALIDITY

All goods are offered subject to their being available upon receipt of the Purchaser’s

order.

5. PRICES

All prices quoted or accepted are exclusive of VAT at the applicable rate which shall be

paid by the Purchaser to the Sellers on the price of the goods at the time of payment of

the price and are given on an ex works basis. The minimum order value is £10 net

excluding packaging and delivery charges. Unless expressly quoted as a firm price, all

prices quoted are business estimates only and the prices ruling at the date of despatch

shall apply and shall be invoiced to the Purchaser. Where a firm price is quoted in

writing it is a subject to the receipt of the Purchaser’s order within 30 days of the date of the quotation. If work is suspended because of the Purchaser’s instructions, lack of

instructions or failure to supply specifications, extra charges may be made by the sellers

against the Purchaser. The Sellers shall be entitled to refuse to accept any order placed

as a result of any quotation made by the Sellers.

6. PACKAGING AND DELIVERY

Packaging and delivery charges will be charged separately. Delivery periods shall run

from the date of acceptance or deemed acceptance of the Purchaser’s order. The

Sellers may make part deliveries or may deliver ant of the goods by instalments and

each delivery shall be considered a separate transaction and the failure of any delivery

shall not affect the due performance of the contract of sale as regards other deliveries.

The Sellers will endeavour to adhere to the delivery date set out in the quotation, but

such delivery date is a business estimate only and the Sellers shall be under no liability

whatsoever for any delay in delivery or the consequences thereof however caused and

such delay shall not entitle the Purchaser to cancel or terminate any order or the

contract of sale. Time for delivery shall not be of the essence of the contract.

7. FORCE MAJEURE

In the event of any stoppage, delay or interruption of work at the Sellers’ works or at the

premises of any supplier before or during the delivery period caused by strike, lockout,

labour dispute, fire, breakdown of machinery, shortage of materials or transport or any

other cause whatsoever beyond the Sellers’ control, deliveries may be wholly or partially

suspended and the delivery period extended by the length of time during which

deliveries are suspended.

8. STORAGE

Where goods are ready for delivery the Sellers may postpone delivery at the request in

writing of the Purchaser provided that the Purchaser pays the full price of the goods to

the Sellers within seven days of the request. The Sellers may store the goods at their

own premises or elsewhere at the Purchaser’s sole risk and all storage, insurance and

transport charges shall be paid by the Purchaser.

9. ACCEPTANCE

Unless the Purchaser gives the Sellers written notice within seven days from the date of

delivery that the goods are not in conformity with the contract the Purchaser is deemed

to have accepted the goods.

10. RISK AND PASSING OF PROPERTY

(a) Save as otherwise expressly provided in these terms and conditions, risk in the

goods shall pass to the Purchaser when the goods are delivered to the Purchaser or its

Agent.

(b) Notwithstanding delivery of the goods, title thereto shall remain with the Sellers

and shall not pass to the Purchaser until such time as payment is made full to the

Sellers of all amounts howsoever arising due to the Sellers by the Purchaser and, where

applicable, by any holding or subsidiary company (as those terms are defined by the

Companies Act 1985) of the Purchaser.

terms and conditions and title to the goods has passed to the Purchaser, the Purchaser

shall hold the goods as trustee, but not as agent, for the Sellers and shall ensure that

the goods shall be stored separately from any other property of the Purchaser or from

any property belonging to a third party and held by the Purchaser and shall be clearly

identifiable as the property of the Sellers. At any time prior to title to the goods passing from the Sellers in accordance with these terms and conditions the Sellers shall be

entitled on demand to recover possession of the goods or any of them (without prejudice

to any other of their other rights) and, for this purpose, shall be entitled to enter upon the

Purchaser’s premises (or any other premises where the goods are stored) during

normal business hours for the purpose of removing such goods and to remove such

goods from such premises. These terms and conditions constitute an authority for any

third party authorised by the Sellers to exercise the Seller’s rights hereunder.

(d) Until payment in full of all sums due to the Sellers has been made, the Purchaser

shall hold in trust for the Company to the extent of such sums all rights under any

contract of resale or any other contract in pursuance of which the goods or any part

thereof are disposed of or any contract by which compromising the said goods or any

part thereof is or is to be disposed of and any monies or other consideration received by

the Purchaser thereunder.

(e) The Sellers and the Purchasers agree that, where the goods are mixed with other

goods or if the goods in any way whatsoever become a constituent of any other goods

before title to the goods has passed pursuant to these term and conditions, title to the

goods shall remain with the Sellers until title therein has passed pursuant to these terms

and conditions and, in addition, the Sellers shall have a right of joint property in the other

goods which shall arise with effect from the moment at which the goods supplied by the

Sellers are mixed with or become a constituent of other goods.

11. WARRANTIES

(a) The Sellers will enforce for the benefit of the Purchaser any manufacturer’s

guarantee, warranty or servicing agreement but the Sellers shall under no liability

whatsoever, even for negligence, for any manufacturer’s defect.

(b) No warranty whatsoever is given on second-hand goods nor shall the Sellers be

under liability for any defects drawn to the attention of the Purchaser or which were or

ought to have been discovered on any examination of the goods prior to delivery to the

Purchaser, its servant or agents.

implied as to any matter whatsoever including (without limitation) condition,

merchantability or fitness for any purpose.

(d) For the avoidance of doubt, no description of goods given by the Sellers shall be

deemed to constitute a contract of sale by description so as to impose any implied

condition as provided in section 13 of the Sale of Goods Act 1979.

12. LOSS OR DAMAGE IN TRANSIT

Any shortage or damage to the goods must be clearly stated on the driver’s delivery

sheet or in a written statement of the facts received by the Seller and by the carrier(if not

the Sellers’ transport) within seven days after the date of delivery otherwise no claim will

be entertained. The package and contents should be retained by the Purchaser for

examination. The Purchaser shall give the Sellers such opportunity as the Sellers may

reasonably require to examine or inspect the defective or faulty goods at the

Purchasers’ premises. Written notice of any non-delivery must be received by the Seller

within Seven days after the date of invoice. Time is of the essence of this condition.

The Sellers’ liability in respect of any claim accepted under this condition is limited to

making up the shortage or replacing any goods to have been damaged or lost in transit

to the point of delivery, and the Seller does not accept liability for any loss or damage

suffered by the Purchaser whether direct or consequential and howsoever arising. 13. ILLUSTRATIONS

Photographs, illustrations, specifications and publicity matter are intended to give a

general idea of the machines portrayed. They do not constitute a description of the

machine nor shall they be taken to be representations made by the Sellers. Unless

specifically stated, saws, cutters and other accessories appearing on illustrations are not

included in the price.

14. PERFORMANCES

Performance and production figures given are estimated for those obtained during tests

by the Sellers. The Sellers do not warrant that equivalent results will be obtained on any

particular machine and shall not be liable if equivalent results cannot be obtained. It is

the responsibility of the Purchaser to determine that the goods are sufficient and

suitable for the purpose to which they are to be put. The Sellers cannot accept any

responsibility either in respect of the installation of any goods or as to the ultimate

performance of any product in which the goods may be installed. The Sellers shall in no

way be liable for any direct or consequential damage, loss or expense arising from any

defect or inefficiency caused by the manner in which the goods are used.

15. WEIGHTS AND MEASURES

Weights, measurements, horsepower etc. are approximate only.

16. INSTALLATION AND COMMISION

The Sellers may agree to a separate charge to install and/or commission machines at

the premises of the Purchaser of any third party or if it forms part of the commercial

agreement to supply. If they do so then: -

(a) The Sellers shall be under no liability whatsoever for any loss or damage whether

direct or consequential and howsoever caused to the Purchaser or to any third party

during or as a result of or in connection with the installation or commissioning.

(b) The Purchaser shall indemnify the Sellers against any loss or damage caused to

the Sellers, their servants or agents during or as a result of or in connection with the

installation or commissioning.

the sellers may incur to any third party (including the Purchaser’s servants or agents

and the Sellers servants or agents) during or as a result of or in connection with the

installation or commissioning.

17. LIABILITY

Subject to the other terms of these terms and conditions, the Sellers shall not be liable

for any shortages or defects in the goods or failure of the goods to comply with any

specification unless a claim in writing shall have been received by the Sellers from the

Purchaser within seven days of the delivery of the goods. The liability of the Sellers

under this condition shall be limited to replacing, repairing or making good goods which

are proved to be defective or faulty under proper use by reason of faulty workmanship or

faulty material. Save as expressly provided in these terms and conditions and except as

provided in section 16 of the Unfair Contract Terms Act 1977, the Sellers shall not be

liable to the Purchaser or to any third party for any loss or damage (whether direct or

consequential) suffered in respect of the goods or arising from or caused by any defect

or fault in the goods and the Sellers shall be indemnified by the Purchaser against all

third party claims made in respect of the goods.

18. HEALTH AND SAFETY AT WORK ACT 1974 The Purchaser undertakes to ensure that the goods are in all respects safe for their

application before they are put into operation.

19. THE PURCHASER’S WARRANTIES

The Purchaser hereby warrants:

(a) In every case that all statutory consents, licences and approvals of whatsoever

nature which may be necessary to utilise the equipment supplied for the manufacture of

any product have been duly obtained.

(b) That when the Sellers deliver the goods to the delivery address, the Purchaser

will arrange for the unloading to be completed within not more than one hour of arrival of

Sellers’ transport.

liabilities, loss claims and proceedings which may arise by reason of the Purchaser’s

breach or breaches of any of the aforesaid warranties.

20. RETURN OF GOODS

The Sellers shall be under mo liability to accept the return of goods which are of sound

quality. Such goods may only be returned to the Sellers with the Sellers’ prior written

consent and subject to the receipt by the Sellers of the Purchaser’s advice note stating

the reason for the proposed return and the date and number of the Sellers’ invoice. In

the event that the Sellers consent in writing to accept the return of such goods, such

goods must be returned securely packed and, unless the Sellers arrange collection,

consigned carriage paid by the Purchaser. If the Sellers collect such, the Sellers shall

be entitled to impose a handling charge payable by the Purchaser. The issue of the

Sellers’ collection note will not bind the Sellers to issue any credit in respect of the

goods.

21. TERMINATION

(a) If the Sellers shall consider that the Purchaser’s financial condition does not at

any time justify the agreed terms of payment, the Sellers may, having given notice in

writing to the Purchaser, cancel any unfilled order or the contract of sale unless the

Purchaser shall forthwith make payment to the Sellers for the goods already delivered or

supplied by the Sellers to the Purchaser or shall make prior payment for the goods

ordered but not delivered or supplied, or both, at the Sellers’ option.

(b) If any monies due to the Sellers be overdue within the meaning of the condition

“PAYMENT” below or if the Purchaser shall enter into a composition or other

arrangement with or for the benefit of its creditors or becomes apparently insolvent

within the meaning of the Bankruptcy (Scotland) Act 1985 or a petition for a bankruptcy

order to be made against the Purchaser is presented to a court or, being a body

corporate, a receiver is appointed over the whole or part of the Purchaser’s property or

undertaking or a petition is presented for the making of an administration order or a

winding-up order in respect in respect of the Purchaser or the Purchaser passes a

resolution for the winding-up of the Purchaser or a proposal is made for the making of a

voluntary arrangement in respect of the Purchaser, then the Sellers shall entitled without

prejudice to any other right against the Purchaser, to suspend performance of any

contract then obtaining between the Sellers and the Purchaser and/or upon the giving of

notice in writing to treat any such contract as at an end, (Finished and) undelivered (or

partly manufactured) goods shall be chargeable to the Purchaser or may be disposed of

by the Sellers at their option and any shortfall in price obtained shall be chargeable to

the Purchaser. (c) If the contract shall become impossible of performance or otherwise frustrated,

the Sellers shall be entitled to reasonable remuneration for work done until the date of

frustration.

22. LAW

“These terms and conditions and the contract of sale shall be governed by and

constructed in accordance with Scots law and the Purchaser by its acceptance of these

terms and conditions hereby prorogates the non-exclusive jurisdiction of the Court of

Session in Edinburgh and the Sheriffdom of Highlands and Islands at Aberdeen.”

23. EXCLUSION OR IMPLIED TERMS

All quotations are submitted, all orders are accepted and all good are supplied by the

Sellers subject to these terms and conditions and all other conditions, warranties and

representations express or implied by statute or otherwise are hereby excluded to the

fullest extent permitted by law..If any provision of these terms and conditions is or

becomes invalid, illegal or unenforceable in any respect under any applicable law, the

validity, legality and enforceability of the remaining provisions of these terms and

conditions or of the contract of sale shall not in any way be affected or impaired.

24. PAYMENT

(a) All business will be carried out on our standard payment terms of 40% deposit

with orders, 60% prior to shipment of goods in the form of equipment, unless otherwise

agreed in writing by the Sellers. The only other exception will be for the supply of goods

in the form of consumables when upon agreement at the time of order, the payment

terms will be made strictly within 30 days of the date of the relevant invoices.

(b) If the Purchaser fails or refuses to make payment in accordance with these terms

and conditions within the time provided and fails to remedy such failure or refusal within

14 days after having been given notice in writing requiring the said payment, then all

payments due under this contract shall forthwith become payable and in each such case

the Sellers may suspend any delivery or deliveries and the Purchaser shall be liable to

pay on demand.

from time to time and for the time being shall be payable on any sum payable by the

Purchaser to the Sellers and not paid on the due date from the due date of payment

thereof until the date of actual payment thereof, to the Sellers and that whether or not

after judgement or decree. Such interest shall be calculated on the basis of the actual

number of days lapsed.

25. WAIVER

Any waiver by the Sellers to enforce any of these terms and conditions shall not be

construed as a waiver of any of the Sellers rights hereunder.

RS MACHINERY GROUP LTD (TRADING AS RS MACHINERY) TERMS &

CONDITIONS OF SUPPLY - ADDENDUM

26 DELIVERY

Delivery will be approximately xxx weeks from date of receipt of official purchase order

and payment of deposit (subject to confirmation at time of order placement). This

assumes that all technical and commercial items are fully clarified at the point of placing

the order which must be in writing, and excludes any delays caused by force majeure. Transport to your works, unloading and positioning are not included in the above prices

unless otherwise stated.

27 MACHINE ORIENTATION

RS MACHINERY will supply a Machine installation footprint drawing at time of order

placement. This drawing will indicate the standard orientation and configuration of the

machine. If modifications can be made as required by the customer, then we will

endeavor to accommodate these however RS MACHINERY are not obliged to accept

customer modifications.

28 PAYMENT TERMS

Standard payment terms are 40% deposit + VAT with order, balance before shipment

from manufacturer works. Any alternative payment terms agreed must be clearly stated

in writing on the order acknowledgement. In the case of a finance company funded

purchase, the obligation for a fully funded deposit remains before an order can be

started. Title of the goods supplied does not pass until payment has been received in

full.

29 RESPONSIBILITIES OF THE CUSTOMER

In addition to the responsibilities stated above, the customer is responsible for the

following at no expense to RS MACHINERY

1. Availability of suitable skilled staff (e.g. fitters, welders, electricians, plumbers,

crane operators, for lift truck drivers) including tools to assist the RS Installation

Technician

2. Availability of suitable skilled Information & Communications Technology (ICT)

support staff to configure the optional Ethernet or Wireless connection to the Host

PC or Local Area Network (LAN)

3. Availability of a suitable overhead crane, forklift truck or other lifting gear

including chains, slings, ropes etc to unload and position the machine during the

installation

4. Any civil engineering that may be required including cutting work, plastering,

earthworks, plugging, shuttering, masonry, underpinning and insulation work

5. Supply of a suitable weather-proof building as warranty will be void if machine is

subjected to the elements

6. Supply of a suitable concrete floor at least 150mm thick and firm and level to

within ± 15mm over the length of the machine

7. Supply of all air, gas and electrical supplies to our recommendations to undertake

the installation and commissioning of the equipment

8. Supply and implementation of noise control measures where required

9. Supply of a suitable cutting table if the optional cutting table is not included 10. Supply of a suitable fume extraction fan/filtration system if the optional Filtration

System is not included

11. Supply of suitable ductwork if not included

12. Supply of suitable PC hardware if the optional CAD/CAM Software is included

13. Supply of materials for commissioning tests

14. Disposal or return of packaging resulting from the installation

15. Disposal of waste resulting from the installation

16. Disposal of scrap material, slag and debris produced during the operation of the

machine

30 SHIPPING INSURANCE

If the basis of supply is ex-works (EXW) and the customer is to supply transport, then

they must also supply suitable insurance. If RS MACHINERY is to supply transport,

then insurance is included. However the insurance risk passes to the customer when

the consignment reaches the customer site. It is therefore the responsibility of the

customer to arrange adequate insurance for unloading/siting etc.

31 WARRANTY/GUARANTEE

All machines and new ancillary equipment carry a standard warranty for a period of 12

months or 2000 hours, whichever is the shorter, unless otherwise stated. The warranty

period commences from the date of delivery of the machine to the customers site, or in

the event of customer caused delay by more than 14 days, the warranty period will

commence from the planned date of dispatch of the machine from our works.

The warranty does not cover damage as a result of misuse, use by untrained operators

or any other instance that is not in accordance with the proper operation or use of the

machine. Additionally, the warranty is void if non-geniune or unauthorised parts or

consumables are used. Any warranty may be deemed void if during the warranty

period, machines or ancillary equipment are serviced by non-RS authorized personnel.

The warranty is offered strictly on the understanding that the machine and all ancillary

equipment will be maintained on a Service Contract as provided and recommended by

RS MACHINERY. Failure to maintain the equipment service record will render this

warranty null and void and it is the express responsibility of the customer to ensure that

the service periods and maintenance are adhered to.

The withholding of payment in lieu of warranty work is expressly forbidden under the

terms of this quotation or order.

For the term of the warranty period offered, RS MACHINERY agrees to undertake in a

prompt and professional manner the replacement or repair of defective parts, and or

rectification of faulty workmanship for the said period, this offer includes the costs associated for both parts and labour supplied by RS MACHINERY, but excludes all

travel, accommodation and expenses associated with carrying out warranty repairs.

Where warranty or extended warranty is offered on specific items from OEM parts

suppliers such as Panasonic, Beckhoff, Nlight, IPG Photonics, Hypertherm etc, RS

MACHINERY offers the service only on the basis as it is offered to RS MACHINERY by

the supplier.

For current systems with Beckhoff motion system, it is a stipulation of our sale that a

dedicated phone line for remote diagnostics purposes is a prerequisite of this response

time.

During normal business hours warranty issues can be directed to our office at any time

by email or phone or by web portal.

Warranty is based on travel and work during normal business hours of 7.30 am to 5.30

32 LASER/PLASMA/OXYFUEL PROFILING SYSTEM SPECIFIC TERMS OF

WARRANTY

This warranty explicitly excludes the following:

1. All Optical components used on Laser systems, including but not limited to,

Cutting Head optics, fiber cable, fiber connectors (QBH,QD) , lens’s, collimation optics,

cutting lens, top protection window, bottom protection window,

2. All consumable items such as nozzles, electrodes, shields, ceramics, flexible

hoses, belts, dust or protective bellows, coolants, oils, filters, etc

3. All warranties offered are offered on the basis that they are offered to RS

MACHINERY by the Original Equipment Manufacturer.

4. Any damage caused by services e.g. electrical, gas, air water etc, being supplied

or connected to the system being incorrect, out of tolerance in supply ranges and or

pressures, contamination or in any way being not as recommended by RS

MACHINERY.

5. Any damage caused by failure to maintain water condition in Chillers, laser,

mirrors etc.

6. Any damaged caused by negligence, abuse or incorrect operation including

specifically any damage caused by incorrect cutting settings, beam mis-alignment, back

reflection or improper use. This refers directly to damage caused by untrained or

improperly trained personal.

7. Fair wear and tear subject to normal conditions of use.

8. Any damage due to lack of maintenance and proper care. In particular failure to

follow recommended service schedules and procedures. Genuine consumables and spare parts must be supplied by RS MACHINERY for the

duration of the warranty on the understanding that these will be supplied by RS

MACHINERY at competitive market prices and it is the responsibility of the customer to

contact RS MACHINERY in the event that they feel prices offered are not competitive.

33 ACCESS & SERVICES

RS MACHINERY will require:

1. Unrestricted access to the Customer’s plant throughout the commissioning

period.

2. Heat, light, power, air and hot water throughout the commissioning period

3. The installation area should be clean, clear and fully prepared suitable for the

purpose, in particular the floor strength and suitability for mounting of the

equipment. (If in doubt please ask for assistance or seek professional advice)

4. All services required e.g. laser gases, cutting gases coolant and additives etc,

electrical supplies should be in place and ready for use before delivery and

commissioning is scheduled.

5. Customers machine operators to be available when required throughout run up

period, including suitable material for testing, commissioning and or any

acceptance trials.

34 MACHINE ACCEPTANCE

RS MACHINERY shall notify the Customer in writing when the installation is ready for

acceptance and acceptance shall take place within seven (7) Days. Acceptance may not

be withheld from deficiencies not, or not materially, impairing the proper functioning of

the works. Should acceptance not have taken place, for reasons that are beyond RS

MACHINERY control, within seven (7) Days from the date of notification that the works

are ready for acceptance, acceptance shall be deemed to have taken place upon the

Customers taking into operation the equipment in relation to which RS MACHINERY

services have been provided.

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