GENERAL BUSINESS CONDITIONS

USEDmarket
General Terms of Sales, Deliveries, and Payments Applied by the USEDmarket GmbH. ("USEDmarket") Applicable to Sales of Second-hand Machinery and Equipment to Buyers outside Germany.

1. General

Any and all deliveries made by the USEDmarket, inclusive of any future deliveries, shall be governed by, based on and carried out exclusively in conformity with these General Terms of Sales, Deliveries, and Payments applied by the USEDmarket. Any other business terms set by any buyer shall be inadmissible should they derogate from or vary the effect of any of the terms hereof. No amendments to or modifications of this Agreement made by any customer with reference to his business and/or purchase terms shall be admissible.

The General Terms of Sales, Deliveries, and Payments applied by the USEDmarket shall be valid solely in respect of legal or natural persons acting at the time of signing this Agreement in a corporate capacity or in a capacity as self-employed professionals (entrepreneurs).

2. Terms of Offering

All bids, proposals and offers shall be unbinding as regards the manner of performance, the price, the time limit for delivery and the delivery options. No act of acceptance per se of any proposal or offer shall be tantamount to a contract duly concluded and effective.

Any specifications as to dimensions, weight, as well as all data and images shall be unbinding, and their values shall be approximate.

All prices shall be quoted exclusive of turnover tax, value added tax, any suchlike taxes, tariffs, custom duties, and other charges insofar as such impositions are leviable.

Unless otherwise expressly provided in an offer, all bids and offers made by the USEDmarket should be deemed to be exclusive of cables, fuels, assembly works, manuals, operating instructions, and suchlike.

3. Terms of Ordering

All orders become effective only upon confirmation by the USEDmarket.

Obtainment of licences, permits, and authorisations for shipping and commissioning the purchased items at the buyer's place of business shall be the responsibility of the party placing the order. The party who orders shall be responsible for ascertaining whether the machinery and equipment purchased conform to the legal and institutional regulations in force at the place of business of the party placing the order. The absence of any such licences, permits, or authorisations shall not constitute a valid reason for avoiding the contract of sale.

Unless otherwise expressly provided, any and all activities and operations relative to the disassembly, packaging, carriage, unloading, mounting and assembly of machinery and equipment shall be carried out by the buyer at his own risk and expense.

Unless otherwise expressly provided, no shipment shall be required to contain type approval documentation, certificates, technical admission certificates (such as TÜV), and suchlike.

The risk shall pass to the buyer at the latest from the time when the goods are made ready for delivery by the USEDmarket at their current location even if the contract of sale involves carriage and/or assembly of the goods. Any loss or damage incurred during disassembly or carriage shall be at the buyer's own risk and account in any case where such disassembly or carriage have been carried out by the buyer himself, or by a business contracted by the buyer for that purpose.

4. Payment Terms

Unless otherwise agreed in writing, the following payment terms shall apply:

twenty five percent (25%) down payment upon receipt of confirmation notice that the order has been accepted, or upon the conclusion of the contract;

seventy five percent (75%) final payment upon the loading of the goods for delivery.

The USEDmarket shall be entitled to suspend the performance of their obligations and to declare the contract of sales avoided in case the down payment as stipulated hereinabove has not been credited to the Agency's account within five (5) days of due date. The USEDmarket shall be entitled to withhold the delivery and retain the goods until the entire sales amount has been credited to the Agency's account. The USEDmarket shall be entitled also to declare the contract of sales avoided in case the entire amount has not been credited to the Agency's bank account within five (5) days after notice that delivery is due has been duly dispatched in which case the USEDmarket shall be entitled also to claim damages.

All payments shall be made net whereas any bank costs shall be for the buyer's account. Payments shall be made in Euro. The party who orders shall have the right to deduct any amounts receivable from the USEDmarket only in case the USEDmarket have given their explicit consent thereto, or in case there is a court ruling duly entered into force.

5. Warranty

In case the USEDmarket and the party who orders have agreed that such party shall conduct a visual inspection of the second-hand machinery or equipment, or if such inspection has been made, any warranty with regard to obvious or latent defects shall be excluded.

If such visual inspection has not been agreed and conducted, the warranty given by the USEDmarket shall be limited to the stipulation that the second-hand machinery or equipment are in principle in operating condition without considerable exclusions and fit for the purposes for which machines and equipment of the same description would ordinarily be used, taking into account however their age and the normal wear and tear corresponding to their hitherto location and use. Any warranty as to any specific capacity indicators shall be excluded.

Should any second-hand machinery and equipment be disassembled and dismantled in connection with their transportation by the buyer himself or by a third-party business contracted by the buyer for that purpose, any warranty on such disassembled and dismantled machinery and equipment shall be excluded. The same shall apply to cases where second-hand machinery and equipment have been assembled or mounted at their new location by the buyer himself, or by a third-party business contracted by the buyer for that purpose.

In any case where second-hand machinery and equipment are used outside of Germany any warranty with regard to obvious or latent defects shall be excluded unless the assembly at the new location has been carried out by the USEDmarket.

6. Warranty Claims and Liability

The buyer loses the right to rely on a lack of conformity of the goods as per Art. 6 above if he does not give notice to the USEDmarket in writing specifying the nature of the claimed defects within eight (8) days of delivery date.

To the extent that a Buyer's claim for a lack of conformity with the contractual warranty as per Art. 6 hereof is valid and lawful, the remedy for the lack of conformity shall be limited at the discretion of the USEDmarket to repair or replacement of the part found provenly defective which shall be returned FOD and free of charge within fourteen (14) days of delivery date. Applicable to deliveries of substitute parts shall be the delivery terms of initial delivery. Any other warranty claims, and particularly claims for subsequent defects not appearing in the object of delivery itself, shall be excluded.

In case a repair has not been made within a reasonable period of time or in case a substitute delivery proves impossible, the buyer shall be entitled to demand that the purchase price be reduced accordingly. Avoidance of contract shall be excluded.

The USEDmarket shall be in any case liable within the above conditions only for defects caused by gross negligence or deliberate violation of the sales contract by the USEDmarket, its lawful representatives or assistants in the execution thereof. This shall apply also to any damages caused in result of taking any illegal or prohibited action. Any liability for intercessory or subsequent damages shall be excluded. In any case, the liability of the USEDmarket shall not exceed the loss which the Agency foresaw or ought to have foreseen at the time of the conclusion of the contract and specified therein.

7. Place of Execution

Place of execution with regard to deliveries of second-hand machinery and equipment shall be the location of the goods at the conclusion of the contract.

Place of execution with regard to payments shall be the head office of the USEDmarket in Germany.

8. Applicable Law and Arbitration

This Agreement as well as all arrangements relative thereto shall be governed by and construed in all respects in accordance with the laws of Switzerland and the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any disputes over or in connection with this Agreement, or over legal transactions based on the General Terms of Sales, Deliveries, and Payments set forth herein shall not be triable by regular courts of law, and shall be submitted to arbitration by an arbitration tribunal. This shall apply also to any disagreements over the validity of conclusion, the lawfulness, interpretation, construction, execution, violation, termination, amendment or modification of this Agreement. A single arbitrator shall be appointed. The arbitration tribunal shall be governed by the Arbitration Rules of the Chamber of Commerce at Basel. The arbitration tribunal shall be seated in Basel (Switzerland). The language of arbitration proceedings shall be German.

9. Avoidance

The avoidance of any particular provision hereof or of the General Terms of Sales, Deliveries, and Payments set forth herein shall not render the entire Agreement or General Terms avoided. If either of the provisions hereof is avoided, we the parties hereto shall be authorised to substitute such provision for a valid applicable provision whose economic success conforms to the provision declared avoided as much as possible.