General Terms & Conditions Applicable to all Quotations, Supply of
Equipment and Engineering Services

JMF40 Issue date  July 2026 Rev. 1.0

1. General
1.1 Applicability
These General Standard Terms & Conditions (T&C) apply to every quotation, proposal, order and contract issued by JMartans Automation Ltd. (“JMartans”), unless expressly agreed otherwise in writing. Acceptance of a quotation, issue of a Purchase Order, payment of a deposit or instruction to commence the works shall constitute acceptance of these Terms. Should any clause within the quotation conflict with these Terms, the quotation shall prevail only for that specific clause.
1.2 Scope of Supply
Unless expressly stated otherwise, JMartans’ quotation includes only the products, materials, engineering services and documentation specifically described within the quotation. Any item not expressly included shall be deemed excluded from the scope of supply.
1.3 Variations
Any modification to the agreed scope after acceptance of the quotation shall constitute a Variation. Variations include additional engineering, programming, design changes, documentation, testing, commissioning, meetings or site visits. Variations may affect both the project cost and delivery schedule and shall be charged separately unless otherwise agreed in writing.
1.4 Definitions
For the purposes of these Terms & Conditions:
• Business Day means Monday to Friday between 07:00 and 15:30 (Central European Time), excluding Maltese public holidays.
• Customer means the person, company or organisation accepting the quotation or placing the order.
• Contract means the quotation together with these Terms & Conditions and any agreed written variations.
2. Quotations
2.1 Validity
Unless otherwise stated, quotations remain valid for three (3) months from the date of issue. After this period, JMartans reserves the right to revise pricing, delivery periods and technical proposals.
2.2 Pricing
Unless otherwise stated, all prices are exclusive of VAT. Any statutory fees, permits or third-party charges required specifically for the project are excluded unless expressly included in the quotation. Prices are based upon supplier quotations and market conditions at the time of issue. Should significant increases occur before the order is placed, including manufacturer price increases, freight costs, exchange rates or import duties, JMartans reserves the right to revise its quotation accordingly.
2.3 Acceptance
A quotation shall be deemed accepted upon:
• receipt of a Purchase Order;
• written acceptance;
• payment of a deposit;
• instruction to commence the works;
• acceptance of delivery;
• commencement of site works.
No verbal agreement or discussion shall modify the quotation unless confirmed in writing by JMartans.
2.4 Retention of Title
Ownership of all goods, equipment and materials supplied by JMartans shall remain with JMartans until full payment of all amounts due under the relevant quotation or Contract has been received.

Until ownership passes, the Customer shall:
• keep the goods in good condition;
• not sell, transfer, pledge or otherwise dispose of the goods without JMartans’ prior written consent;
• permit JMartans, upon reasonable notice and where legally permissible, to recover the goods in the event of non payment.
Risk in the goods shall pass to the Customer upon delivery or when the goods are made available for collection, notwithstanding that ownership remains with JMartans.
3. Delivery
3.1 Delivery
Delivery dates are estimates only and are based on manufacturer lead times and information available at the date of quotation. Whilst JMartans will make every reasonable effort to meet the estimated delivery dates, these are non-binding and may be extended due to manufacturer availability, supply chain disruptions, transport delays, customs clearance or other circumstances beyond JMartans’ reasonable control. JMartans shall not be liable for any losses arising from such delays.
3.2 Customer-Requested Delays
Where delivery is postponed at the Customer’s request after the equipment is ready, JMartans reserves the right to invoice the goods, apply reasonable storage charges after thirty (30) days, and treat the goods as delivered for the purpose of risk, which shall pass to the Customer upon notification that the goods are ready for delivery.
4. Customer Responsibilities and Project Continuity
The Customer shall provide all information, approvals, documentation, utilities, site access, machine availability and any other resources reasonably required for JMartans to complete the works.
This quotation is based on the assumption that the project will proceed in a reasonably continuous manner without prolonged interruption. Failure to provide the above may result in delays, additional costs or rescheduling of the works. Where the progress of the works is delayed due to the Customer, third parties engaged by the Customer, or circumstances outside JMartans’ reasonable control, JMartans shall not be responsible for any resulting delay in project completion.
4.1 Customer’s delays
Where delays arise due to the Customer, including lack of access, information, approvals or machine availability, JMartans reserves the right to suspend or reschedule the works, revise delivery dates and recover any additional labour, travelling or other costs incurred.
4.2 Long-Term Project Suspension
Where the works are interrupted or no meaningful progress can be made for a continuous period exceeding six (6) months due to the Customer’s failure to provide access, information, approvals, materials, utilities or site readiness, JMartans may consider the project suspended.
During suspension, JMartans reserves the right to:
• invoice all work completed to date;
• invoice materials purchased or manufactured;
• revise pricing for the remaining works;
• revise delivery schedules;
• charge additional mobilisation costs upon recommencement.
4.3 Project Closure and Recommencement
Where the Customer requests that the works be postponed, interrupted or carried out over multiple non-consecutive visits, or where progress is delayed due to the Customer’s failure to provide the required access, information, approvals or site readiness, JMartans reserves the right to:
• revise the project programme;
• charge additional mobilisation, remobilisation, travelling and waiting time;

• invoice completed work and materials supplied;
• revise the price of the remaining works to reflect prevailing labour rates, supplier pricing and any additional engineering or administrative effort required to recommence the project.
Where no meaningful progress can be made for a continuous period exceeding six (6) months, JMartans may consider the project suspended. Any recommencement shall be subject to the above provisions.
5. Execution of the Works
5.1 General
JMartans shall perform the Services with reasonable skill, care and diligence, in accordance with recognised engineering practice and the agreed scope of work. Unless otherwise stated, the quotation is based on the information made available by the Customer prior to commencement of the works. Should additional information become available during execution that materially affects the scope, complexity or duration of the project, JMartans reserves the right to revise the programme of works and recover any additional costs incurred.
5.2 Existing Equipment
JMartans accepts no responsibility for faults, incompatibilities or delays resulting from equipment, software or documentation supplied by the Customer or third parties.
Any additional engineering required as a result shall be chargeable.
5.3 Existing Software and Third-Party Systems
Where JMartans is required to modify or interface with existing PLC programs, HMI applications, SCADA systems, Building Management Systems or software developed by third parties, JMartans shall use reasonable endeavours to preserve existing functionality. However, JMartans accepts no responsibility for defects, undocumented functions, programming errors or incompatibilities already existing within third-party software or hardware. Any time required to investigate or rectify such issues shall be chargeable unless specifically included within the quotation.
6. Site Attendance, Mobilisation and Remobilisation
Prior to any site attendance, the Customer shall ensure that the work area is safe and ready for the agreed works. Where works cannot be completed during a scheduled attendance due to reasons beyond JMartans’ control, or where the Customer requests that the works be split into multiple visits or interrupted after commencement, JMartans reserves the right to charge any additional costs arising from mobilisation and remobilisation. Such costs may include additional travelling time, transportation of tools and equipment, site access procedures, engineering review, re-familiarisation with the system, project administration, waiting time and any additional site attendance required to complete the works. Any fault diagnosis, investigation or engineering required outside the agreed scope shall be charged at JMartans’ prevailing labour rates.
7. Commissioning
7.1 Scope of Commissioning
Unless expressly stated otherwise, commissioning is limited to verifying that the equipment or software supplied by JMartans performs the functions described in the quotation. Commissioning does not include production optimisation, recipe development, product quality optimisation, regulatory validation, extended operator training or process improvements unless specifically included within the quotation. Where commissioning is delayed, interrupted or split into multiple visits at the Customer’s request, or due to circumstancesbeyond JMartans’ control, the provisions of Clause 6 (Site Attendance, Mobilisation and Remobilisation) shall apply. Any resulting additional labour, mobilisation costs or extension to the project programme shall be chargeable.
7.2 Completion of works
The works shall be deemed complete when:

• the agreed scope has been completed;
• the supplied equipment has been demonstrated to perform its intended functions; or
• the Customer places the equipment into normal production.
Minor outstanding items that do not materially affect the safe operation or intended functionality of the equipment shall not prevent completion.
7.3 Customer Acceptance
Unless otherwise agreed in writing, the works shall be deemed accepted upon the earliest of:
• successful completion of commissioning;
• commencement of production by the Customer; or
• seven (7) calendar days after completion, provided that no material defects have been notified in writing.
Any additional requests made after acceptance shall be treated as warranty work or additional chargeable work, as applicable.
8. Software, Documentation and Intellectual Property
8.1 Ownership
Unless otherwise agreed in writing, all software, PLC programs, HMI applications, SCADA projects, BMS configurations, engineering drawings, calculations, documentation and related intellectual property developed by JMartans shall remain the property of JMartans.
8.2 Customer License
Upon full payment of the Contract, the Customer is granted a non-exclusive license to use the software and documentation supplied solely for the operation and maintenance of the equipment for which it was developed. Unless expressly agreed in writing, ownership of the source code or editable engineering files is not transferred.
8.3 Software Backups
Unless specifically included within the quotation, the Customer remains responsible for maintaining adequate backups of existing PLC programs, HMI projects, SCADA databases, recipes and production data before any intervention by JMartans. Whilst reasonable care shall be taken during engineering works, JMartans accepts no liability for loss of software or data where suitable backups were not available.
9. Warranty
9.1 Warranty
Unless otherwise stated, JMartans warrants its workmanship for twelve (12) months from the date of completion or delivery, whichever occurs first. Components supplied by JMartans are covered by the respective manufacturer’s warranty, where applicable. JMartans’ obligation under this warranty shall be limited to repairing, replacing or correcting defective workmanship or materials supplied by JMartans, at its discretion.
9.2 Exclusions
This warranty does not cover normal wear and tear, accidental damage, misuse, lack of maintenance, unsuitable operating conditions, power quality issues, unauthorised modifications, customer-supplied equipment, software modified by third parties, or faults outside JMartans’ original scope of supply. The warranty shall also be void where the equipment has been altered, repaired or modified by persons not authorised by JMartans.
9.3 Non-Warranty Visits
Where a reported fault is found not to be covered by this warranty, or where no fault attributable to JMartans is identified, the visit shall be chargeable at JMartans’ prevailing labour rates, including travelling time where applicable.

10. Limitation of Liability
JMartans shall not be liable for any indirect or consequential losses, including but not limited to loss of production, profit, revenue, contracts, goodwill or data. Where liability cannot be excluded by law, JMartans’ total liability shall not exceed the value of the relevant Contract.
11. Force Majeure
JMartans shall not be liable for delays or failure to perform its obligations where such delay results from circumstances beyond its reasonable control, including supplier delays, transport disruption, industrial action, natural disasters, governmental restrictions or other force majeure events. In such circumstances, delivery and completion dates shall be extended accordingly
12. Suspension of Works
JMartans reserves the right to suspend the performance of the Contract where:
• invoices remain overdue;
• the Customer fails to comply with agreed payment terms;
• the Site is unsafe;
• access is denied;
• the Customer fails to provide the information reasonably required to complete the works.
Any costs associated with suspension and subsequent remobilisation shall be borne by the Customer. JMartans reserves the right to suspend ongoing works, withhold delivery of equipment, software, documentation or commissioning services until all overdue amounts have been settled.
13. General Provisions
These Terms & Conditions, together with the quotation and any agreed written variations, constitute the entire agreement between the parties.
13.1 Confidentiality
Both parties shall treat as confidential all technical, commercial and business information obtained during the execution of the Contract and shall not disclose such information to third parties except where required by law or with the other party’s written consent.
13.2 Governing Law
These Terms & Conditions shall be governed by and interpreted in accordance with the laws of Malta. Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the Maltese Courts.