TERMS AND CONDITIONS OF 2nd HAND EQUIPMENT SALE

  1.       Terms of Sale   These Terms and Conditions of Sale (“Terms of Sale”) govern all sales of products, equipment and/or services (collectively the “Products”) by Seller to Buyer, regardless of whether Buyer issues a written or electronic purchase order for the Products (collectively the “Purchase Order”). Upon receipt by Buyer of an express acceptance or order acknowledgment from Seller, or upon commencement of performance by Seller, the Purchase Order terms and conditions specifying the identity, price and quantity of the Products, as modified by Seller’s acceptance or order acknowledgment, upon these Terms of Sale becomes a binding agreement between Buyer and Seller (collectively the “Sales Agreement”); provided, however, that any other Purchase Order terms and conditions, that conflict with or are in addition to these Terms of Sale, are of no force and effect and these Terms of Sale shall exclusively govern the Sales Agreement.  In the event the Purchase Order conflicts with Seller’s acceptance or order acknowledgment, Seller’s acceptance or order acknowledgment prevails.   
  2.       Price   All amounts stated are net of prices and without VAT.  The prices of the Products, as set forth in Seller’s quotation, acceptance or order acknowledgment, do not include sales, use, excise or any other taxes or assessments levied by any federal, state, municipal or other governmental authority, unless Seller agrees otherwise in a signed writing.
  3.       Payment   Payments must be made to Seller in EURO within seven (7) days of the date of Seller’s proforma invoice, unless Seller expressly agrees otherwise in a signed writing. Payments not received when due shall bear interest at the lower of twelve percent (12%) per annum or the maximum rate allowed by applicable law.  Buyer agrees that in the event that payment by Buyer for any Products including, but not limited to, equipment, has not been received by Seller when due, Seller shall have the right, in addition to any other rights of Seller: (i) to re-possess any Products including, but not limited to, equipment, of the same type up to the value of any Products for which payment has not been received by Seller when due and/or to require Buyer to return such Products to Seller; and/or (ii) to suspend any future deliveries of Products to Buyer.
  4.       Delivery   Seller will deliver the Products EXW - Ex Works Seller’s plant (INCOTERMS 2010), unless Seller expressly agrees otherwise in a signed writing. Buyer shall pay all transportation costs of the Products. Seller will endeavor to meet the delivery date(s) provided by Buyer. If Seller anticipates that he will not be able to meet such date(s), he shall forthwith notify the Purchaser thereof in writing, stating the reason, and, if possible, the time when delivery can be expected.  Buyer has no claim for damages resulting from any such delay in delivery, unless Seller expressly agrees otherwise in a signed writing. The Buyer shall collect the Assets within thirty days (30) days of them being made available. Without limitation to TCR’s any other rights, if the Buyer has not collected the Assets within seven (7) days after the expiry of the said period of thirty (30) days, the transaction will be void and TCR will be entitled to resell or otherwise dispose of all part of the Assets.
  5.       Title, Retention of Title and Risk of Loss   Title to the Products passes to Buyer when the Products are fully paid for. The Buyer shall at the request of the Seller assist him in taking any measures necessary to protect the Seller's title to the Product. All risk of loss of the Products passes to Buyer when the Products are loaded onto the carrier.
  6.       Warranty   TCR hereby warrants to the Buyer that TCR owns the Assets without restriction and free from any charge, mortgage, lien or other encumbrance. The Buyer agrees that the Assets are being sold in an “as is” condition save where any of the Assets are stated to be sold in an “as refurbished” condition in which event the Purchaser accepts such Assets in such refurbished condition. To the fullest extent permitted by law, TCR expressly disclaims, and are excluded from this agreement, all other warranties, whether expressed or implied, including but not limited to, any implied warranty of merchantability of fitness for any particular purpose or as to the condition or working order of the Assets including any latent defects. TCR does not assume, or authorize any other person to assume on its behalf, any liability in connection with the sale of the Assets.
  7.       Limitation of Liability   NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE. SELLER HEREBY DISCLAIMS ANY LIABILITY, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), FOR ANY INJURY TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, RELATING TO OR CAUSED BY BUYER’S USE OF SELLER’S PRODUCTS.
  8.       Termination   In the event of a breach by Buyer of the Sales Agreement including, but not limited to, any insolvency or bankruptcy of Buyer, Seller may immediately terminate the Sales Agreement, upon giving written notice of termination to Buyer. If the Sales Agreement is terminated by Seller for Buyer’s breach, Seller is entitled to reimbursement for any labor, material or other reasonable expenses incurred in connection with the Sales Agreement, plus Seller’s normal overhead. The provisions of Section 11 shall survive the expiration or earlier termination of the Sales Agreement.
  9.       Indemnification  To the maximum extent allowed by law, Buyer shall defend, indemnify and hold harmless Seller and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including, but not limited to, investigation expenses and attorneys’ fees) that Seller may incur or be obligated to pay as a result of Buyer’s use, ownership, maintenance, transfer, transportation or disposal of the Products.
  10.     Force Majeure   Seller shall not be liable for delay in delivery of Products, or for any other interruption, delay, loss or damage which is incurred or suffered as a result of a Force Majeure, and Seller’s obligations hereunder shall be excused and suspended during the period such Force Majeure remains in effect.  “Force Majeure” shall mean a condition or cause beyond the reasonable control of Seller including, but not limited to, acts of God, floods, earthquakes, hurricanes, tornadoes or other severe weather conditions; acts of public enemy, war, blockade, insurrection or riot; fire, wreck or explosion; strike, lockout or labor dispute; embargoes; act of governmental authority or compliance with governmental laws, orders or regulations; plant shutdown; equipment failure; delays, shortages or failure of the supply of , parts or components; shortage of energy or transportation; or circumstance beyond Seller’s reasonable control not enumerated in the foregoing which reasonably shall prevent Seller from performing its obligations hereunder in the normal course of Seller’s business. 
  11.     Confidentiality, Intellectual Property   Buyer agrees to hold as confidential and not disclose or divulge to any third party any confidential information received from Seller including, but not limited to, prices, trade secrets, technological know-how, specifications and the terms of the Sales Agreement, unless Seller gives its prior written approval.  Seller is not granting to Buyer in the Sales Agreement any right, title or interest in or to any of its intellectual property rights including, but not limited to, any patent, copyright, or trade names, all of which are exclusively owned by and reserved to Seller.  Buyer agrees to return all confidential information to the Seller at Seller’s request.
  12.     Anti-Bribery Compliance  Each party shall comply with all applicable laws and regulations relating to anti-bribery, anti-money laundering and anti-corruption including such applicable laws and regulations.  Each party warrants that it has not offered any form of bribe, inducement or other incentive to the other party in return for entering into this Agreement.  Each party shall not (and will take all reasonable steps to ensure that its personnel, agents, representatives or sub-contractors or any other person acting on its behalf shall not) accept, solicit, agree to receive, promise, offer or give a bribe, facilitation payment, kickback or other improper payment.  The parties shall notify each other immediately upon becoming aware of any actual or potential breach of the provisions of this clause.
  13.     Entire Agreement   The Sales Agreement comprises the complete and final agreement between Seller and Buyer and supercedes all prior negotiations, proposals, representations, commitments, understandings or agreements between Seller and Buyer, either written or oral, on its subject. The Sales Agreement may not be altered or modified except by the signed written agreement of Seller and Buyer.
  14.     Governing Law   The validity, construction and performance of the Sales Agreement is governed by and shall be construed in accordance with the laws of Belgium. Buyer hereby irrevocably submits and agrees to the jurisdiction of the courts of Brussels, Belgium in any action, suit or proceeding related to, or in connection with, the Sales Agreement.