Terms & Conditions for IT4Automation Ltd

1. DEFINITIONS

1.1 In these conditions: -

Purchaser - The person or business who accepts a quotation of IT4A for the sale or supply of Goods and/or Services or whose order for Goods and/or Services is accepted by IT4A.

Goods - The goods (including any instalment of the goods and any parts for them) which IT4A is to supply in accordance with these Conditions
Services - The services, including but not limited to those relating to design, application support and product testing, which IT4A is to supply in accordance with these Conditions

IT4A - IT4Automation Limited (Co. No.5747705)
Conditions - The standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing by IT4A and the Purchaser

Contract - The contract for the purchase and supply of Goods and/or Services

Writing - Includes facsimile transmission and comparable means of communication;

1.2 In these Conditions, the headings are for convenience and shall not affect interpretation and the singular includes the plural and
vice versa.

2. BASIS OF SALE
2.1 These Conditions govern the supply of Goods and/or Services by IT4A.

2.2 The waiver by either party of any breach of any term of the Contract shall not prevent subsequent enforcement of that term and
shall not be deemed a waiver of any subsequent breach.

2.3 The invalidity, illegality or unenforceability of any provision or clause of this Contract shall not affect the validity, legality or
enforceability of the remainder of these Conditions.

2.4 The purchaser hereby declares that they have accepted the terms and conditions herein in the knowledge that the liability of IT4A is
limited to that provided in Clause 8 and that the prices and charges payable hereunder have been calculated accordingly.

2.5 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Purchaser
and IT4A.

2.6 IT4A's employees or agents are not authorised to make any representations concerning the Goods and/or the Services unless confirmed by IT4A in Writing. In entering into the Contract, the Purchaser acknowledges that it does not rely on any such representations which are not so confirmed.

2.7 Any advice or recommendation given by IT4A or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods or as to the Services which is not confirmed in Writing by IT4A is followed or acted upon entirely at the Purchaser's own risk, and accordingly IT4A shall not be liable for any such advice or recommendation which is not so
confirmed.

2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by IT4A shall be subject to correction without any liability on the part of IT4A.

2.9 All web orders are subject to our terms and conditions of sale, as per this document.

3. ORDER ADMINISTRATION
3.1 Where IT4A has provided the Purchaser with a quotation the same shall constitute an invitation to treat and shall remain valid for a period of 30 days from date of issue unless otherwise stated by IT4A, in writing.

3.2 The Purchaser shall be responsible to IT4A for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and for giving IT4A any necessary information relating to the Goods within a sufficient time to enable IT4A to perform the Contract in accordance with its terms.

3.3 The quantity, quality, and description of the Goods and/or the Services shall be those recorded by IT4A and the relevant manufacturer's current specification for the Goods at the time of order shall apply.

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by IT4A or if any Services are to be provided in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify IT4A against all loss, damages, costs and expenses awarded against or incurred by IT4A in connection with or paid or agreed to be paid by IT4A in settlement of any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person which results from
IT4A's use of the Purchaser's specification.

3.5 IT4A reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable statutory or EU requirements or, where the Goods or Services are to be supplied to IT4A's specification, which do not materially affect their quality or performance.

3.6 The Purchaser s order shall constitute an offer to IT4A and no Contract in respect of any Goods or Services shall come into being until IT4A has issued an order acceptance for the same or the Purchaser and IT4A have signed an agreement for supply, incorporating these Conditions.

3.7 No order which has been accepted by IT4A may be cancelled by the Purchaser except with the agreement in Writing of IT4A and on terms that the Purchaser shall indemnify IT4A in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by IT4A as a result of cancellation.

4. PRICES AND PAYMENT
4.1 The price of the Goods shall be IT4A's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price current at the date of acceptance of the order. IT4A's prices are valid for 30 days subject to clause 4.2.

4.2 IT4A reserves the right, with or without giving notice to the Purchaser, at any time before delivery or performance, to increase the price of the Goods and/or Services to reflect any increase in the cost to IT4A which is due to any factor beyond the control of IT4A (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour,
materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or Services which is
requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give IT4A adequate information or instructions. All orders are accepted by IT4A on condition that they are to be executed at the price ruling at the date of despatch.

4.3 Except as otherwise stated or agreed in Writing between the Purchaser and IT4A, all prices are given by IT4A on an ex works basis, and where IT4A agrees to deliver the Goods otherwise than at IT4A's premises, the Purchaser shall be liable to pay IT4A's charges for transport, packaging and insurance.

4.4 The price is exclusive of any applicable value added tax, which the Purchaser shall be additionally liable to pay to IT4A.

4.5 Subject to any special terms agreed in Writing between the Purchaser and IT4A, IT4A shall be entitled to invoice the Purchaser for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Purchaser or the Purchaser wrongfully fails to take delivery of the Goods, in which event IT4A shall be entitled to invoice the Purchaser for the price at
any time after IT4A has notified the Purchaser that the Goods are ready for collection or (as the case may be) IT4A has tendered delivery of the Goods.

4.6 The Purchaser shall pay the price of the Goods (without any deduction or set-off) within 30 days of IT4A’s invoice and IT4A shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Purchaser. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

4.7 If payment of the price or any part thereof is not made on the due date IT4A shall be entitled, without liability to the Purchaser, to:
4.7.1 refuse to deliver any further consignments of Goods or supply further Services whether ordered at the due date or not without
incurring any liability whatsoever to the Purchaser for any delay in delivery: and/or
4.7.2 take legal proceedings to recover all sums invoiced plus court fees and interest payments from the due date; and/or
4.7.3 charge the Purchaser interest (both before and after any judgment) on the amount unpaid, at the rate of 8% per annum above
Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the
purpose of calculating interest); and/or
4.7.4 be paid all sums then invoiced to the Purchaser, whether or not due for payment in the ordinary course; and/or
4.7.5 terminate this Contract.

4.8 IT4A shall be entitled, on the termination of this Contract, and without prejudice to any other right or remedy against the
Purchaser, to:
4.8.1 receive the price of all Goods delivered and Services performed (whether in whole or in part); and
4.8.2 recover from the Purchaser the cost of any Goods acquired by IT4A for the Purchaser or to perform Services for the Purchaser.
4.8.3 receive from the Purchaser by way of liquidated damages a sum being not less than 15% of the invoice value of the Goods and/or
Services ordered by the Purchaser but not delivered or performed by IT4A as at the termination date.

5. DELIVERY
5.1 Delivery of the Goods shall be made by the Purchaser collecting the Goods at the Seller's premises at any time after IT4A has
notified the Purchaser that the Goods are ready for collection or, if some other place for delivery is agreed by IT4A, by IT4A delivering the Goods to the boundary to that place.

5.2 Any period or date for delivery stated in the contract is intended as an estimate only and is not a contractual commitment and IT4A
shall not be liable for any damages or losses arising out of the delay. Time shall not be of the essence regarding delivery unless specifically agreed in advance by IT4A in writing.

5.3 Where the Goods or Services are to be delivered or provided in instalments, each delivery or provision shall constitute a separate
contract and failure by IT4A to deliver or provide any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.

5.4 The Purchaser shall not be entitled to make any claims against IT4A in respect of any shortfall in the quantity of the Goods specified in the delivery note or, where IT4A is responsible for the carriage of the Goods, any damage to or non-delivery of all or any part of the Goods unless IT4A is informed in writing of such shortfall, damage, or non-delivery within such time as will enable IT4A to comply with
IT4A’s carrier’s conditions of carriage or within 7 days of despatch the invoice/advice note, whichever is the shorter.

5.5 All Goods should be inspected within 7 days of delivery; otherwise IT4A accepts no responsibility for discrepancies. Acceptance takes place upon delivery unless IT4A is notified within 7 days from receipt of the Goods by the Purchaser that the Goods do not conform to IT4A’s written specifications for the Goods. Services shall be deemed accepted on completion by IT4A.

5.6 If the Purchaser fails to take delivery of the Goods or fails to give IT4A adequate delivery instructions at the time stated for delivery
(otherwise than by reason of any cause beyond the Purchaser's control or by reason of IT4A's fault) then, without prejudice to any other right or remedy available to IT4A, IT4A may:
5.6.1 store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage: or
5.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the
Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price (together with interest) due under the Contract.

6. TITLE AND RISK
6.1 Risk in Goods shall pass to the Purchaser upon delivery and in Services on completion notwithstanding that the property may not
have passed to it and the Purchaser shall be responsible for insuring and seeing that the goods are adequately packaged if returning them to IT4A for any reason.

6.2 Notwithstanding 6.1 and the fact of delivery, legal and beneficial ownership of and property in the Goods the subject of this Contract shall remain with IT4A until payment in full has been received by IT4A in cleared funds:
6.2.1 for such Goods.
6.2.2 for any other Goods supplied by IT4A; and
6.2.3 for any monies due from the Purchaser to IT4A on any account.

6.3 Each sub-clause of 6.2 is separate severable and distinct from the others.

6.4 Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods in a fiduciary capacity for IT4A and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as IT4A's property, but shall be entitled to resell or use the Goods in the ordinary course of its business, provided that any such resale shall be subject to an effective retention of title clause, including a right of entry to re-possess Goods covered by this
clause. Goods shall be deemed sold or used in the order delivered by the Purchaser. The proceeds of any sale of any Goods the property of IT4A by or on behalf of the Purchaser shall be paid to IT4A immediately following any re-sale or otherwise on demand. If necessary, IT4A shall have the right to trace such proceeds.

6.5 If Goods in which property has not passed to the Purchaser are mixed with or incorporated into other goods the property in those other goods shall be held on trust by the Purchaser for IT4A to the full extent of the sums recoverable by IT4A under clause 6.2. The proceeds of sale of any Goods and any other goods referred to in this sub-clause shall be held by the Purchaser in trust for IT4A to the extent of all sums recoverable by IT4A under clause 6.2. The Purchaser shall keep any proceeds of sale as referred to in this sub-clause
in a separate account but in any event IT4A shall have the right to trace such proceeds.

6.6 The Purchaser assigns to IT4A all rights and claims it may have against its own customers and others in respect of Goods specified in clause 6.4 and goods and proceeds of sale specified in clause 6.5.

6.7 Until such time as the property in the Goods passes to the Purchaser, IT4A shall be entitled at any time to require the Purchaser to deliver up the Goods to IT4A and, if the Purchaser fails to do so immediately, to enter (or authorise others to enter) upon any land, premises, or vehicles of the Purchaser or any third party where the Goods are and repossess the Goods.

6.8 Until such time as the property in the Goods passes to the Purchaser IT4A may terminate the Purchaser’s authority to resell or use the Goods immediately by written notice to the Purchaser which authority shall automatically terminate (without notice) upon any insolvency of the Purchaser or it going into liquidation (as defined in the Insolvency Act 1986) or it having a receiver appointed or calling a meeting of its creditors or any execution or distress being levied on goods in its possession.

6.9 IT4A may at any time appropriate to such indebtedness as it thinks fit sums received from the Purchaser notwithstanding any purported appropriation by the Purchaser.

6.10 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of IT4A, but if the Purchaser does so all moneys owing by the Purchaser to IT4A shall (without prejudice to any other right or remedy of IT4A) immediately become due and payable.

6.11 Each clause, sub-clause and sentence of this clause is separate severable and distinct.

7. WARRANTY
7.1 IT4A warrants that it has good title to all Goods supplied to the Purchaser hereunder and that it will repair or replace at its option all or part of any Goods which during a period of 12 months from supply by IT4A (“the warranty period”) has been found by the Purchaser to be defective due to IT4A’s workmanship or materials. The warranty period may extend beyond 12 months if separately agreed in writing by IT4A. The Purchaser agrees to ship defective Goods or parts of them pre-paid against an IT4A returns material authorisation
("RMA") number with a statement of the defect alleged. Where IT4A finds that the defect exists, it will pay return charges, which will otherwise be the responsibility of the Purchaser.

7.2 IT4A warrants that it will perform the Services with reasonable care and skill. In the event of a breach of this warranty, IT4A will, at its option, re-perform the Services in question free of charge or refund a proportionate part of the price.

7.3 It is a fundamental condition of this warranty that no unauthorised modifications to the Goods or Services have taken place during the warranty period.

7.4 EXCEPT AS EXPRESSLY PROVIDED FOR IN THE CLAUSE, NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR
IMPLIED STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, PERFORMANCE, DURABILITY OR FITNESS FOR PURPOSE
OF THE GOODS AND/OR SERVICES SUPPLIED IS GIVEN OR ASSUMED BY IT4A AND ALL SUCH WARRANTIES, CONDITIONS,
UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

7.5 IN NO CIRCUMSTANCES WILL RETURNED GOODS BE ACCEPTED WITHOUT THE WRITTEN CONSENT OF IT4A OR WITHOUT A
CORRECT RMA NUMBER.

7.6 The above warranty is given by IT4A subject to the following conditions:
7.6.1 IT4A shall be under no liability in respect of any defect in the Goods or Services arising from any drawing, design or specification supplied by the Purchaser.
7.6.2 IT4A shall be under no liability in respect of any defect in Goods or Services arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow IT4A's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without IT4A's approval.
7.6.3 IT4A shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the
Goods and/or Services has not been paid by the due date for payment; and
7.6.4 the above warranty does not extend to parts, materials or equipment not manufactured by IT4A, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier to IT4A and which IT4A is able to assign to the Purchaser.

7.7 In the event of any warranty claim, IT4A shall be allowed full unrestricted access to and use of all facilities at the location where the Goods are situated, or the Services were performed for inspection and testing.

7.8 Any claim by the Purchaser which is based on any defect in the quality or condition of the Goods or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to IT4A within 7 days from the date of delivery or performance or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Purchaser does not notify IT4A accordingly, the Purchaser shall not be entitled to reject the Goods or Services and IT4A shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Goods had been delivered and/or the Services performed in accordance with the Contract.

8. LIABILITY
8.1 Except in respect of death or personal injury caused by IT4A's negligence, IT4A shall not be liable to the Purchaser 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 indirect, special or consequential loss or damage (including, without limitation, any loss of or damage to or error in any data or other information in any medium produced for the use of the Goods and which arises directly or indirectly as a result of or
is attributable to any defect in or failure of the Goods and any loss of opportunity, contracts, profit or other loss), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of IT4A, its employees or agents or otherwise) arising directly or indirectly from or in connection with any defect in, failure of, or loss of use of the Goods or in connection with the supply of the Goods or their use or resale by the Purchaser, the provision of or reliance on the Services or the performance of any agreement or
any breach thereof by IT4A or otherwise.

8.2 No warranty or condition express or implied, statutory, or otherwise is given or is to be deemed to be given by IT4A that the Goods are compatible with any other products upon which they may be used or suitable or sufficient for the Purchaser s purpose(s) or otherwise in relation to the Goods except as expressly set out herein.

8.3 THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS FROM AND LIMITATIONS OF LIABILITY PROVIDED FOR
IN THIS CLAUSE ARE REASONABLE IN THE CIRCUMSTANCES AND THAT IF THEY HAD NOT BEEN INCLUDED THE SALE PRICE WOULD
HAVE BEEN MATERIALLY INCREASED.

9. EXPORT CONTROL
CERTAIN GOODS IF OF USA ORIGIN MAY REQUIRE PRIOR AUTHORIZATION BY THE US DEPT OF COMMERCE FOR RE-EXPORT OR
DIVERSION TO SPECIFIED DESTINATIONS.
9.1 The Purchaser shall do all acts necessary to procure the issue of any export licences required by law and shall not use the Goods in any country specified in the United States of America Export Administration Regulations Section 770 supplemental number groups QS.WYZ as amended. The issue of any written consent by IT4A does not detract in any way from the Purchaser’s obligations to comply with all regulations or laws or statutes of the USA or England in respect of such export.

10. THIRD PARTY SOFTWARE LICENCES
10.1 Software supplied by IT4A may be the property of a third party and subject to a third-party software licence or sub-licence
("Licence"). In such event, the terms and conditions of the Licence accompanying the software shall apply to it. The Purchaser acknowledges that if it fails to abide by all such terms and conditions, it’s software Licence may be terminated by the software owner. IT4A shall not be liable to the Purchaser if a software licence is so terminated, and the Purchaser indemnifies IT4A in respect of any costs or expenses incurred by or payable by IT4A in relation to any such software owner arising from any such termination or breach of Licence by the Purchaser. IT4A offers no warranty and accepts no responsibility or liability for software supplied with any Goods, other than software written by IT4A. THE PURCHASER'S ATTENTION IS DRAWN TO THE TERMS OF THE
RELEVANT SOFTWARE LICENCE

11. RETURNS
11.1 The Purchaser shall have no right to return Goods. IT4A may, in its absolute discretion, be prepared to authorise returns, subject
to the following
11.1.1 Prior to any return, the Purchaser must obtain a returns material authorisation number ("RMA") from IT4A for specific Goods,
which is to be clearly displayed on the packaging of such Goods to be returned. No Goods will be accepted by IT4A without a clearly
displayed and valid RA Number.
11.1.2 Any Goods for return must be in the original unopened packaging and in new, resalable condition.
11.1.3 Goods can only be returned at the Purchaser's cost and risk.
11.1.4 All returned Goods will be subject to payment of IT4A's handling charge from time to time applicable, the minimum rate of which
is 25% of the invoice value of the Goods returned.

12. INSOLVENCY
12.1 This clause applies if the Purchaser makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession of, or a receiver is appointed over, any of the property or
assets of the Purchaser; or the Purchaser ceases, or threatens to cease, to carry on business; or IT4A reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.

12.2 If this clause applies then, without prejudice to any other right or remedy available to IT4A, IT4A shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability to the Purchaser, and if the Goods have been delivered or Services provided but not paid for the price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.

13. FORCE MAJEURE
13.1 If the performance of this Contract or any obligations hereunder (except the making of payments hereunder) is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other cause or accident, strikes or labour disputes (except any involving the Purchaser's employees), inability to procure or obtain delivery of parts, supplies, or power, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, or any other act or condition whatsoever beyond the reasonable control of IT4A ("Force Majeure"), IT4A so affected, upon giving prompt notice to the Purchaser
shall be excused from such performance to the extent of such prevention, restriction or interference; provided however that IT4A so
affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with despatch whenever such causes are removed.

13.2 If the Force Majeure prevails for a period of three calendar months, IT4A may, by notice to the Purchaser, terminate this Contract
immediately, without any liability to the Purchaser.

14. GENERAL
14.1 Any notice to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its
registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this
provision to the party giving the notice. Hand delivered and facsimile notices shall take effect on receipt and postal notices two working
days after posting.

14.2 No waiver by IT4A of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the
same or any other provision.

14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.4 The parties will attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through
negotiations between the respective senior executives of the parties who have authority to settle the same.

14.5 If the matter is not resolved through negotiation, the parties will attempt in good faith to resolve the dispute or claim through an
Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Centre for Dispute Resolution.

14.6 If the matter has not been resolved by an ADR procedure within 30 days of the initiation of such procedure, (or such other period as may be agreed) or if either party will not or ceases to participate in an ADR procedure, the dispute shall be referred to the English
Courts.

14.7 The Contract shall be governed by the laws of England, and the Purchaser agrees to submit to the exclusive jurisdiction of the
English Courts