TERMS & CONDITIONS

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Align Automation Limited (Hereafter called "the Company")

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1. Payment for Services

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1.1 Standard service invoices are payable by the 20th of the month following the date of the invoice.

1.2 All projects involving hardware procurement or custom software development are subject to Progress Milestones as defined in Clause 11.

1.3 Failure to pay on the due date will incur interest and liability pursuant to clause 4.

1.4 No retention by way of deduction or set off will be permitted, unless specified and agreed in writing prior to any orders being accepted by the company.

1.5 The Company may, at any time, require the Customer to pay for goods by cash before delivery, or secure payment by way of an assignment of debt, an instrument by way of security, or in any other manner whatsoever.

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2. Ownership (Sale with Reservation of Ownership)

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2.1 Risk in any goods supplied shall pass when such goods are delivered to the Customer or into custody on the Customer’s behalf.

2.2 The Customer shall keep all goods supplied by the Company separately identified from all other goods until such time as they have been paid for.

2.3 The Company and its agents shall at all times have the right to enter the Customer’s premises without notice to take possession of any goods in which ownership has been retained.

2.4 Subject to clause 2.3, the Customer shall have the right to undisturbed possession of the goods. If recovered goods have been damaged, the Company shall be entitled to compensation for such loss in value.

2.5 If the Customer sells the goods prior to payment, they do so as a mercantile agent for the Company and shall hold the proceeds in trust for the Company. 2.6 Cancellation of an order is only accepted if written notice is received prior to production and the goods are standard stock (not custom-made).

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3. Liability

 

3.1 No warranty is given that goods/services are fit for a particular purpose unless specifically agreed in writing.

3.2 The Company is not liable for failures arising from causes beyond its control, including: latent product defects, errors in Customer-supplied specifications, or the physical state of the Customer's existing machinery/structures.

3.3 The Company shall not be liable for any loss, damage, or injury (direct, indirect, or consequential) arising from the goods, services, or information supplied. 3.4 If the Company is found liable, liability shall not exceed the cost to the Customer of the relevant goods/services, or at the Company's discretion, the replacement of such goods.

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4. Late Payment

 

4.1 The Company may forfeit any agreed discounts and charge interest at a rate of 1.5% per calendar month on outstanding balances.

4.2 The Customer shall be charged on a full indemnity basis for all costs related to debt recovery or repossessing goods.

4.3 The Company may suspend further supplies while monies remain owing.

4.4 If the Customer becomes insolvent or bankrupt, all amounts owing become immediately due and the Company may repossess goods without liability.

 

5. Consumer Guarantees Act (CGA)

 

5.1 The Customer acknowledges they are acquiring goods/services for business purposes and agrees that statutory guarantees in the CGA 1993 are excluded. 5.2 Where the Customer is not a business, the CGA 1993 will apply to the extent of any inconsistency.

 

6. Severability & Waiver

 

6.1 If any provision is held illegal or unenforceable, the remainder of these conditions shall remain in full force and effect.

6.2 Failure to enforce a term does not constitute a waiver of the Company's right to enforce it later.

 

7. Personal Guarantee

 

7.1 If the Buyer is a company or trust, the director(s) or trustee(s) signing this contract also sign in their personal capacity as principal debtors and jointly and severally guarantee payment of all monies owed.

 

8. Construction Contracts Act 2002

 

8.1 All work is subject to the Construction Contracts Act 2002. 8.2 The Company reserves the right to complete all work or address complaints without the intervention of a third-party contractor.

 

9. Intellectual Property

 

9.1 All pre-existing industrial libraries, proprietary algorithms, and software code (“Background IP”) remain the exclusive property of the Company.

9.2 Upon final payment, the Customer is granted a non-exclusive license to use project-specific code (“Foreground IP”) solely for the operation of the provided equipment.

9.3 The Customer shall not reverse engineer, decompile, or attempt to extract the source code or underlying logic of the Company’s Background IP.

 

10. Confidentiality and Trade Secrets

 

10.1 Both parties agree to maintain strict confidentiality of all technical information shared during the project.

10.2 The Customer acknowledges that the Company's methodologies, motion control algorithms, and DCS architecture constitute Trade Secrets.

10.3 Notwithstanding any other provision, the obligations of non-disclosure and non-use regarding Trade Secrets shall survive the termination of this agreement in perpetuity (or for as long as the information remains a trade secret under law).

10.4 All other general project confidentiality obligations remain in effect for ten (10) years following the completion of the project.

 

11. Project Milestones & Progress Payments

 

11.1 Unless otherwise agreed in writing, all jobs shall be subject to the following progress payment schedule:

• 40% Deposit: Payable upon acceptance of the quote. Work will not commence, and hardware will not be ordered, until this payment is received.

• 40% Procurement & Development: Payable upon arrival of hardware components or completion of primary software logic.

• 20% Completion: Payable upon Site Acceptance or when the equipment is placed into commercial production, whichever occurs first. 

11.2 Ownership of hardware and the license to use software remains with the Company pursuant to Clauses 2 and 9 until the final milestone is paid in full.

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