GENERAL TERMS AND CONDITIONS OF SALE, SHIPMENT AND PAYMENT

Placke WERKZEUGMASCHINEN Auf dem Platen 7-11 49326 Melle

1. Scope of Validity
These terms and conditions apply to all goods and services rendered by us. Deviations herefrom are subject to written agreement.

2. Offers
Our offers are wholly non-binding. The right to prior sale is expressly reserved. Data on dimensions, weights, services, capacities, performance, quantities, types, condition and deadlines are approximate and non-binding.

3. Order placement
Orders are first considered made when the supplier confirms same in writing. This applies to orders through agents as well. The supplier cannot accept any liability whatsoever for faults due to documentation from the orderor (e.g. drawings) or to unclear or oral data.

4. Shipment and assembly
New tools are shipped subject to the generally known VDW terms and conditions. The terms and conditions of the supplier works apply to all machinery considered new. Shipment is always ex works. Even for shipments "loaded free ex works" and "free recipient works (FOB, CIF etc.) the risk passes to the buyer at the location. Used equipment is sold by us "as is" excluding all and any liability for defect/s or damage/s. It is considered formally accepted and approved after inspection and/or picking up and/or shipment. Shipment and delivery are at the orderor's risk. The risk passes to the orderor when shipped ex works even if freight-free shipment has been agreed. Force majeure, destruction or damage of the goods and/or services purchased relieves us of any duty of delivery. No claim/s may be asserted against us for exceeding the delivery period or for delay. Planning changes by our delivery works or the like entitle us to delay the order confirmation and/or shipment appropriately or to withdraw from the contract in question at our discretion. The client then has no right whatsoever to assert any damage/s claim/s. Shipments will only be insured at the request and expense of the orderor.

5. Reservation of title
We reserve title in all goods and services rendered until all accounts receivable from the buyer under the relevant business relationship have been settled including any and all future such accounts under contracts made either simultaneously or later.
This applies even if all the seller's accounts receivable from the buyer have been included in current invoicing and the balance accepted and struck.
The buyer has a duty to insure machinery and all parts and accessories thereof against all risks until full payment for same has been rendered.
Acceptance of the return of any good or service rendered does not constitute withdrawal from the contract concerned unless we expressly state so in writing or the German Consumer Protection Act so prescribes.
Hypothecation of any good or service rendered constitutes withdrawal from contract. Hypothecation or other interference by third parties must be advised us promptly by the buyer in writing so that we may assert claim/s under §771 of the German Federal Rules of Civil Procedure (ZPO).
Should the third party be unable to recompense the legal expenses of any such action per said paragraph then the orderor becomes liable for same.
The goods and/or services rendered may not be sold on, assigned or burdened with any third party right as long as same are subject to our reservation of tile. If the orderor is exceptionally entitled to sell the goods on in the normal course of their business they herewith assign to us all claims up to the final invoice amount (including VAT) accruing to them from onward sale against their client/s or third parties regardless of whether the item/s bought was/were sold on with or without further processing
The orderor remains entitled to collect such claim/s after assignment. Our right to collect the account/s receivable ourselves remains unaffected but we undertake not to exercise same unless the buyer is in arrears of payment.
In such case the buyer has a duty to advise us of the account/s receivable assigned and of the debtor/s involved including all the data needed for debt collection as well as to hand over all the necessary documentation to us and advise the debtors (third parties) of such assignment.
Processing and/or modification of the goods and/or services rendered by the buyer is/are always on our behalf. If the goods and/or services rendered are processed together with other such not our property then we acquire co-ownership in the resultant goods and/or services pro rata to the value of our goods and/or services rendered compared to that of the other same so processed when processed.
The same terms and conditions apply to the final product/s as for that/ those subject to our reservation of title.
If the goods and/or services rendered are inseparably mixed with other such not our property then we acquire co-ownership in the resultant goods and/or services pro rata to the value of our goods and/or services rendered compared to that of the other same so processed when processed. If mixing is so performed that the buyer's property is considered the main ingredient then assignment by the buyer to us of co-ownership is considered agreed. The buyer then holds sole title and co-ownership on our behalf.
The buyer assigns those claim/s arising out of the association of any good or service rendered with any real property to us as security for our claims against them.
We undertake to release security due us to the value of the claims/s to be secured subject to the value exceeding that of the claim/s to be secured by 20% or more at the buyer's request.

6. Payment
The purchase price including VAT is due and payable before the goods and/or services are received. Any and all other forms of payment must be agreed when making contract and confirmed by us. If the goods are not picked up within a reasonable time then the purchase price including VAT is due and payable thirty days after the invoice date at the latest. We reserve the right to invoice interest at the normal bank rate on payment/s received any later. Rent may be invoiced for goods remaining in our warehouse thereafter. The agreed reservation of title applies if payment is by bill of exchange and extended reservation of title in the event of onward sale. If the buyer is in arrears of payment or do not meet their obligations arising out of the reservation of title or bankruptcy or insolvency proceedings be opened against them then the entire remaining debt is due and payable even if any bill of exchange with a later due date exists.

7. Guarantee
Assertion of any claim due to evident defect/s after formal acceptance is excluded. Other defect complaints are subject to the time constraints in law. Changes to goods and/or services rendered without the supplier's agreement exclude all and any right to assert any legal claim/s whatsoever for defect remedy. The supplier must be given the opportunity of inspection in situ. If any defect complaint is justified then free remedy of same within an appropriate time will be rendered. If same fails then price reduction or contract rescission may be demanded. Guarantee/warranty terms and conditions do not apply to used machinery.

8. Damage/s recompense
The supplier's liability is governed entirely by their terms and conditions of shipment and of payment. All and any right/s to assert claim/s, including for damage/s, is/are excluded unless specifically permitted regardless of the legal justification unless deliberate or grossly negligent breach of contract by the supplier, their legal representative/s or vicarious agent/s can be proven.

9. Place of judicature
Place of judicature and of performance is the head office location of the supplier unless legally otherwise prescribed.

Terms_of_Payment.pdf