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Terms of Sale

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1.  For the purposes of these Terms and Conditions of Sale and Supply (“Conditions”):

“Buyer” means the person, firm or company which places an order for purchase of Products and/or Services as identified in any such order or Proposal as the case may be.

“Conditions” means these terms and conditions of sale and supply as from time to time varied by the Supplier.

“Contract” means the agreement between the Supplier and the Buyer arising as a result of the Buyer’s submission of an order for the Supplier’s Products and Supplier’s written acceptance and/or, in the case of Services, an agreement between such parties for the provision of Services by Supplier, as constituted by a Proposal. Such Contract shall be deemed to incorporate and be governed by these Conditions.

“Products” means goods supplied as agreed to be supplied by the Supplier to the Buyer under any Contract including, where applicable, any Software.

“Proposal” means a proposal document signed by the Supplier and the Buyer describing Services to be provided to or for the Buyer, subject to these Conditions.

“Services” means any services which the Supplier has agreed to provide to or for the Buyer under any Contract, as more fully described in the relevant Proposal.

“Supplier” means Opus CNC Ltd or any of its affiliates as named in any quotation or Proposal.

Basis of Sale: THESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH APPEAR IN THE BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN THE BUYER’S ORDER. No term or condition of the Buyer’s order additional to or different from these Conditions shall become part of any Contract unless explicitly agreed to in writing by the Supplier. Retention by the Buyer of any Products delivered by the Supplier, receipt by the Buyer of any Services performed by the Supplier or payment by the Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions. The Supplier’s failure to object to any provision contained in any communication from the Buyer shall not be construed as a waiver of these Conditions nor as an acceptance of any such provision.

2. Quotations: Prices, specifications and delivery date referenced in the Supplier’s quotations are for information only and shall not be binding on the Supplier until all technical requirements have been agreed and the Supplier has accepted the Buyer’s order. Quotations terminate if the Buyer does not place an order with the Supplier within 30 days.

3. Orders: By submitting an order to the Supplier, the Buyer agrees to be subject to these Conditions in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates. No order, whether or not submitted in response to a quotation by the Supplier, shall be binding upon the Supplier until accepted in writing by the Supplier.

4. Prices and Taxes: The prices for Products shall be the price quoted by the Supplier to the Buyer, and the fee for Services shall be the fee agreed in the Proposal or, in either case, as otherwise agreed between the parties in writing. Prices and fees do not include taxes, transport charges, insurance and export and/or import charges or duties including without limitation sales, value added tax, use or excise taxes, applicable to the Products sold and or Services supplied under any Contract, which taxes and other charges may, in the Supplier’s discretion, be added by the Supplier to the sale price and or fees or billed separately and which taxes and other charges shall be paid by the Buyer unless the Buyer provides the Supplier with any necessary tax exemption certificate. Unless otherwise agreed in writing, the Buyer shall be liable to pay the Supplier’s charges for transport, packaging, insurance and export and/or import clearance.

5. Shipment and Delivery: The Supplier shall deliver or arrange for delivery of Products to the Buyer’s premises or other delivery point agreed between the parties. Any dates quoted by the Supplier for delivery of Products are approximate only and the Supplier shall not be liable for any delay in delivery of Products howsoever caused and time for delivery is not of the essence.

6. Risk and Passing of Title: Title to, and risk of loss and damage to, the Products shall pass to the Buyer on delivery in accordance with Section 5. Any claims for loss, damage or missed delivery shall be filed with the carrier and notified to Supplier within 5 days of the date of delivery. Products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given to the Supplier within such period. Acceptance shall constitute acknowledgement of full performance by the Supplier of all obligations under the Contract except as stated in Section 11.

7. Cancellations: Return must be made within 7 days from the date of delivery. We reserve the right to levy a restocking charge to cover inspection, test and handling, plus the cost of any repairs or reconfiguration. In respect of goods that have been manufactured, customised or configured to customers’ specific requirements, or those that have been bought in especially, we are unable to offer any returns or refunds. Therefore 100% will become due by the Buyer.

8. Warranties: The Supplier warrants that all Products shall be free from defects in material and workmanship under normal use will be corrected. The Buyer shall be responsible for determining that the Product is suitable for the Buyer’s use and that such use complies with any

applicable law. The Buyer must notify the Supplier in writing of any claimed defect in the Product immediately upon discovery and within 7 days.

The Supplier shall have a reasonable time to make such repairs or to replace such Product. Any repair or replacement of Products shall not extend the period of warranty. This warranty is limited to a period of one year for Oculus laser machines and two years for Olympus and Pegasus CNC routers, without regard to whether any claimed defects were discoverable or latent on delivery. Where the Supplier replaces faulty items throughout the warranty period, these products warranties do not extend past the original warranty.

Warranty is not transferrable when a machine supplied by the Supplier is sold to a different Buyer. All warranty will become void should repairs or amendments to any of the Supplier’s products, if not carried out by an engineer employed by the Supplier or recommended by the Supplier.

Buyer.

9. Liability:

Force Majeure: Notwithstanding anything to the contrary in these Conditions, the Supplier shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed or rendered uneconomic by reason of circumstances or events beyond the Supplier’s reasonable control. If due to such circumstances or events the Supplier has insufficient stocks to meet all its commitments the Supplier may apportion available stocks between its customers at its sole discretion.

The Supplier reserves the right to charge for additional engineer time on-site where the Buyer has not got the adequate electrics, access or offloading facility in position for the arranged dates between the Supplier and the Buyer, which results in a delay or postponement.

10. Cancellation, Rescheduling, Termination and Refund: Orders for Products accepted by the Supplier may be cancelled or rescheduled by the Buyer only with the written consent of the Supplier (which consent the Supplier may withhold for any reason) and the Buyer shall indemnify the Supplier against the cost of all labour and materials used in connection with the order so cancelled or varied and against all loss, damage cost, charges and expenses suffered or incurred by the Supplier as a result of that cancellation or variation.

11. General: These Conditions and any Contract shall be governed by the laws of England. Claims or disputes arising out of or in connection with these Conditions or any Contract shall be referred to mediation, in accordance with the Centre for Effective Dispute Resolution (“CEDR”) procedures then in force, before resorting to litigation. The mediation process will be commenced by service by one party on the other(s) of written notice that the dispute is to be referred to mediation (the “Commencement Notice”). The parties will then participate in good faith in the mediation. Unless otherwise agreed between the parties the mediator will be nominated by CEDR.

In accordance with the Health & Safety at Work Act 1974 all machinery must be fitted with adequate safe guarding. Should this guarding not be purchased by Opus CNC Ltd, we will require written confirmation that the Buyer is going to ensure the correct safety features will be installed by the

No party may commence any court proceedings arising out of any dispute in relation to these Conditions or any Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation. In the event that any party resorts to litigation, each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or dispute arising out of or in connection with these Conditions or any Contract but the Supplier shall be entitled to bring a claim against the Buyer in any court of competent jurisdiction.