Terms & Conditions

STANDARD CONDITIONS OF SALE.
The Buyer’s attention is drawn to the provisions of condition 10.4.

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from Gateway.

Contract: any contract between Gateway and the Buyer for the sale and purchase of the Goods, incorporating
these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Gateway: Gateway Automation Limited (Company no. 5283645) whose registered office is situated at Unit 11,
Kirk’s Yard, Branston, Lincoln LN4 2JD.

1.2 Goods: any goods agreed in the Contract to be supplied to the Buyer by Gateway (including any part or parts
of them).

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any
amendment, extension, application or re-enactment and includes any subordinate legislation for the time being
in force made under it.

1.4 Words in the singular include the plural and in the plural include the singular.

1.5 A reference to one gender includes a reference to the other gender.

1.6 Condition headings do not affect the interpretation of these conditions.

2. Application of terms

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all
other terms and conditions (including any terms or conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of
order, specification or other document shall form part of the Contract simply as a result of such document being
referred to in the Contract.

2.3 These conditions apply to all Gateway´s sales and any variation to these conditions and any representations
about the Goods shall have no effect unless expressly agreed in writing and signed by an officer of Gateway.
The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by
or on behalf of Gateway which is not set out in the contract. Nothing in this condition shall exclude or limit
Gateway’s liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from Gateway shall be deemed to be an offer
by the Buyer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by Gateway until a written acknowledgement of
order is issued by Gateway or (if earlier) Gateway delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until Gateway despatches an
acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date,
provided that Gateway has not previously withdrawn it.

3. Description

3.1 The quantity and description of the Goods shall be as set out in Gateway’s quotation or acknowledgement of
order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Gateway and any
descriptions or illustrations contained in Gateway’s catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract
and this is not a sale by sample.

4. Delivery

4.1 Unless otherwise agreed in writing by Gateway, delivery and installation of the Goods shall take place at the
location specified in Gateway’s quotation or acknowledgement of order.

4.2 Any dates specified by Gateway for delivery of the Goods are intended to be an estimate and time for delivery
shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable
time.

4.3 Subject to the other provisions of these conditions Gateway shall not be liable for any direct, indirect or
consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss
of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or
indirectly by any delay in the delivery of the Goods (even if caused by Gateway´s negligence), nor shall any
delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or
Gateway is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions,
documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Gateway’s
negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) Gateway may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs
and expenses (including, without limitation, storage and insurance).
4.5 Each individual contract shall be assigned a separate contract number by Gateway be a separate Contract and
no cancellation or termination of any one Contract relating to an individual contract shall entitle the Buyer to
repudiate or cancel any other Contract.

5. Non-delivery

5.1 Any liability of Gateway for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable
time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. INSTALLATION

6.1 Where installation forms part of the contract and agreed installation dates are cancelled at short notice (2-7
working days) by the customer, any costs incurred may be passed on to the buyer at a reasonable rate.

6.2 Should site not be ready on a previously agreed date for our installation and cancel at 24 hrs notice or less, an
aborted attendance fee charged at £700 per engineer, plus any costs incurred may be passed on to the buyer
at a reasonable rate.

6.3 Every effort will be made to reschedule aborted works at an agreed date, this may not always be possible and
may mean the installation is delayed further due to other planned works.

7. Risk/title

7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Ownership of the Goods shall not pass to the Buyer until Gateway has received in full (in cash or cleared funds)
all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to Gateway from the Buyer on any account.

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as Gateway’s bailee;
(b) store the Goods (at no cost to Gateway) separately from all other goods of the Buyer or any third party
in such a way that they remain readily identifiable as Gateway’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on Gateway’s behalf for their full
price against all risks to the reasonable satisfaction of Gateway. On request the Buyer shall produce
the policy of insurance to Gateway.

7.4 The Buyer´s right to possession of the Goods shall terminate immediately if:

(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with
his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for
the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether
formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent
voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or
manager, administrator or administrative receiver appointed over its undertaking or any part thereof,
or documents are filed with the court for the appointment of an administrator of the Buyer or notice of
intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating
charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution
is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an
administration order in respect of the Buyer, or any proceedings are commenced relating to the
insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property
or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract
or any other contract between Gateway and the Buyer, or is unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.

7.5 Gateway shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods
has not passed from Gateway.

7.6 The Buyer grants Gateway, its agents and employees an irrevocable licence at any time to enter any premises
where the Goods are or may be stored in order to inspect them, or, where the Buyer´s right to possession has
terminated, to recover them.

7.7 On termination of the Contract, howsoever caused, Gateway´s (but not the Buyer´s) rights contained in this
condition 6 shall remain in effect.

8. Price

8.1 Unless otherwise agreed by Gateway in writing, the price for the Goods shall be the price set out in Gateway´s
quotation or acknowledgement of order.

8.2 The price for the Goods shall be exclusive of any value added tax and, unless otherwise agreed, all costs or
charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer
shall pay in addition when it is due to pay for the Goods.

9. Payment

9.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling according to the terms of
Gateway’s quotation or acknowledgement of order.

9.2 All payments shall be due within 30 days of the date of invoice.

9.3 Time for payment shall be of the essence.

9.4 No payment shall be deemed to have been received until Gateway has received cleared funds.

9.5 All payments payable to Gateway under the Contract shall become due immediately on its termination despite
any other provision.

9.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of setoff, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an
amount equal to such deduction to be paid by Gateway to the Buyer. Until such time as Gateway has been
paid in full, Gateway shall not be obliged to repair or replace any Goods in accordance with condition 9.4 below.

9.7 If the Buyer fails to pay Gateway any sum due pursuant to the Contract, the Buyer shall be liable to pay interest
to Gateway on such sum from the due date for payment at the annual rate of 2% above the base lending rate
from time to time of LLoyds Bank Plc accruing on a daily basis until payment is made, whether before or after
any judgment. Gateway reserves the right to claim interest under the Late Payment of Commercial Debts
(Interest) Act 1998.

10. Quality

10.1 Where Gateway is not the manufacturer of the Goods, Gateway shall endeavour to transfer to the Buyer the
benefit of any warranty or guarantee given to Gateway.

10.2 Gateway warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be
free from defect in design or workmanship. This warranty applies for 12 months from the date of delivery.

10.3 Gateway shall not be liable for a breach of the warranty in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to Gateway, within seven days of the time when the Buyer
discovers or ought to have discovered the defect; and
(b) Gateway is given a reasonable opportunity after receiving the notice of examining such Goods.
10.4 Gateway shall not be liable for a breach of the warranty in condition 9.2 if:
(a) the defect arises because the Buyer failed to follow Gateway´s oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good
trade practice; or
(b) the Buyer alters or repairs such Goods without the written consent of Gateway.

10.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with the warranty in condition 9.2
Gateway shall at its option repair or replace such Goods (or the defective part).

10.6 If Gateway complies with condition 9.5, it shall have no further liability for a breach of the warranty in condition
9.2 in respect of such Goods.
10.7 Any Goods replaced shall belong to Gateway and any repaired or replacement Goods shall be guaranteed on
these terms for the unexpired portion of the 12 month period.
11. Limitation of liability
11.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability
of Gateway (including any liability for the acts or omissions of its employees, agents and sub-contractors) to
the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the
Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in
connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by
section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of Gateway:
(a) for death or personal injury caused by Gateway´s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Gateway to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to condition 10.2 and condition 10.3:

(a) Gateway´s total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or
contemplated performance of the Contract shall be limited to 10% of the Contract price set out in the
Contract; and
(b) Gateway shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business,
depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims
for consequential compensation whatsoever (howsoever caused) which arise out of or in connection
with the Contract.

12. Assignment

12.1 Gateway may assign or sub-contract the Contract or any part of it to any person, firm or company.
12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of
Gateway.

13. Force majeure

Gateway reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the
Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on
of its business due to circumstances beyond the reasonable control of Gateway 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 labour disputes (whether or not relating to either
party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate
or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90
days, the Buyer shall be entitled to give notice in writing to Gateway to terminate the Contract.

14. General

14.1 Each right or remedy of Gateway under the Contract is without prejudice to any other right or remedy of Gateway
whether under the Contract or not.

14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such
illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3 Failure or delay by Gateway in enforcing or partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract.

14.4 Any waiver by Gateway of any breach of, or any default under, any provision of the Contract by the Buyer shall
not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the
Contract.

14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed
by English law and the parties submit to the exclusive jurisdiction of the English courts

15. Communications

15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by
pre-paid first-class post or sent by email:
(a) (in case of communications to Gateway) to its registered office or such changed address as shall be
notified to the Buyer by Gateway; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms
part of the Contract or such other address as shall be notified to Gateway by the Buyer.

15.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first-class post, two days (excluding Saturdays, Sundays and bank and public
holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by email on a working day prior to 4.00 pm and otherwise on the next working day.

15.3 Communications addressed to Gateway shall be marked for the attention of the Managing Director, Gateway
Automation Ltd, Unit 11, Kirk’s Yard, Branston, Lincoln LN4 2J.