1. Definitions.
“Seller” means ALLDSP GmbH & Co. KG.
“Purchaser” means the person, firm or company specified in the Invoice, Proforma Invoice, Contract, Purchase Order, or Order, ordering or purchasing
the Goods and/or Services by the Seller. “Invoice”, “Proforma Invoice”, “Contract,” “Purchase Order,” or “Order” means the document bearing a unique
reference number detailing the Goods and/or Services to be supplied, the price thereof and other relevant details of the agreement for sale and purchase
to which these Terms and Conditions apply.
“Goods” means the equipment, materials and/or other items to be supplied pursuant to the relevant Proforma Invoice, Contract, Purchase Order, or
Order. “Services” means the production, installation, testing, engineering, or other agreed activity to be supplied pursuant to the relevant Invoice,
Proforma Invoice, Contract, Purchase Order, or Order.
“in writing” means on paper by traditional mail with return receipt, or in a clearly stated electronic text, document or scan by email with proof of reception.
A personal reply to an email is proof of reception; and automated reply (such as an out-of-office reply) is not.
2. Agreement.
a. Unless specifically agreed in writing to the contrary, these Terms and Conditions together with the Invoice, Proforma Invoice, Contract, Purchase
Order, or Order, and specifications, drawings and other documents incorporated in writing and agreed to by both parties shall constitute the entire
agreement and contract between the Seller and the Purchaser in respect of the purchase and sale of the specified Goods and/or Services. These
Terms and Conditions shall supersede and take precedence over any other terms or conditions as may be shown or referred to unilaterally in any
other correspondence or implied by trade custom practice or course of dealing and any such prior representations or understandings and any such
purported provisions to the contrary are hereby expressly excluded.
b. The Goods sold hereunder shall conform to Seller’s standard specifications in existence at the time delivery is made unless otherwise set forth in the
Contract, Purchase Order, or Order and agreed to in writing by both parties.
c. Each order is subject to acceptance by Seller. No order shall be deemed a contract until and unless Seller’s employee or representative makes
acceptance in writing. The Seller will accept the Contract at its office in Küferstrasse 18, 59067 Hamm, Germany and the Contract is deemed to have
been entered into regardless of the residence of the Purchaser or destination of the products or services contracted for herein.
d. Any special provisions must be set out in the Proforma Invoice, Contract, Purchase Order, or Order and agreed to in writing by the Purchaser and
Seller.
e. The Contract is subject to all laws and regulations of any applicable agency of the German Government.
f. The commodities under the Contract may require German Government authorization for export to certain destinations, for use by certain end-users,
and/or for the purpose of a particular end use. When an export license is deemed necessary, the Purchaser shall provide on demand an End Use
Statement and incorporate it into the purchase contract. When commodities are exported under a license, the same may not be resold, diverted,
transferred, or otherwise be disposed of in any other country, either in their original form or after being incorporated through an intermediate process
into other end-items.
g. The Goods sold hereunder shall remain the full property of Seller until the full payment amount as stated in the Proforma Invoice, Contract, Purchase
Order, or Order has been received by Seller. If payment is not complete, Purchaser grants Seller the right to enter any building, room, or other
location where the goods are located and transport the goods to a warehouse to the choice of Seller. Seller will also invoice Purchaser for handling
and monthly storage fees at the current market rates. These charges will be invoiced separately and payment in full must be received prior to
shipment of the goods back to Purchaser. Warranty commences as though shipment has been made as specified on the Proforma Invoice, Contract,
Purchase Order, or Order.
3. Quotations.
a. Unless otherwise specified herein, prices quoted via any means other than a Proforma Invoice are not binding upon Seller. A quotation by the Seller
does not constitute a Contract.
b. Unless otherwise specified herein, prices quoted via a Proforma Invoice are binding upon Seller for 30 days from the date of quotation. A Proforma
Invoice constitutes a Contract when:
i. It has been returned to the Seller with the signatures of the Seller and the Purchaser on it, or:
ii. The Purchaser has made a (down-)payment for this Proforma Invoice to the Seller.
4. Prices.
The Seller reserves the right to increase the price of the Goods and/or Services agreed to be sold in proportion to any increase of external costs to the
Seller between the date of acceptance of the order and the date of delivery (including, but not limited, those relating to exchange rates, transport and
taxes) or where the increase is due to any act or default of the Purchaser, including the cancellations by the Purchaser of part of any offer or order. Unit
prices apply only to the specific quantities and delivery schedule shown. Any variation in quantity, specifications and/or date of delivery may necessitate a
revision to the unit price. All prices quoted are EXW (Küferstrasse 18, 59067 Hamm Germany), excl. VAT unless explicitly stated otherwise. ALLDSP
GmbH & Co. KG and/or any of subsidiaries reserve the right to revise prices for any Goods and/or Services. Quoted prices will be honored if an order is
received prior to revision of these prices, or prior to the expiration of a valid quotation outstanding at the time of the price change. Subsequent orders for
the same equipment are subject to the revised or newly announced prices. All prices are exclusive of all sales, use and other taxes, duties, or charges,
domestic or foreign. Purchaser shall pay or upon receipt of invoice from Seller, shall reimburse Seller for all such taxes, duties, or charges levied or
imposed on Purchaser or required to be collected by Seller resulting from this transaction or any part thereof.
5. Terms of Payment.
Unless otherwise agreed in the specific offer or order, the Purchaser will forward a 50% down payment with order and shall make final payment of the
purchase price prior to shipment of the goods or at time of invoicing for services rendered. If the Purchaser delays manufacture, payment shall be made
based on the order price and percent of completion. Purchaser shall be liable for the price of all products substantially conforming to the order,
notwithstanding that the Purchaser may not have accepted or may have revoked acceptance of it. Approval of credit for one or more deliveries or orders
shall not be deemed a waiver of the provisions of this paragraph. Seller may at any time and from time to time, in its sole discretion, limit or cancel the
credit of the Purchaser as to time and amount and, as a consequence, may demand payment in cash before delivery of any unfulfilled portion of this
Contract, and failure of the Purchaser to make any such payment within 10 days after demand shall constitute default under the Contract. Purchaser
hereby represents to Seller that it is now solvent and agrees that each acceptance of delivery of the products sold hereunder shall constitute reaffirmation
of this representation. If, in the judgment of Seller, the financial condition of Purchaser at any time does not justify continuance of production or shipment
on the terms of payment originally specified, Seller might upon ten (10) days notice, require full or partial payment in advance, regardless of the payment
terms originally specified. In the event of bankruptcy or insolvency of Purchaser, Seller may cancel any order then outstanding and receive
reimbursement for its cancellation or termination liability charges.
a. Each shipment shall be considered a separate and independent transaction and payment made accordingly. Seller reserves the right to ship to its
order and make collection by sight draft, with bill of lading attached. Prior to shipment, payment may be effected via electronic wire transfer to the
bank account of ALLDSP GmbH & Co. KG as specified in the Proforma Invoice, Contract, Purchase Order or Order.
b. If the order is deemed to be a non-standard product, extends beyond 90 days to manufacture and ship, and/or the order exceeds $250,000, then
progress payments over the course of the delivery time period will be required and specified in the Contract.
c. All amounts past due shall bear interest at the rate of 1% per month, or any lower amount (required by law), from the date due until paid.
d. Purchaser agrees to pay legal fees incurred by Seller to collect any unpaid balance due or to otherwise enforce the rights of Seller hereunder by
legal proceedings or otherwise.
e. If Purchaser delays shipments, Seller will also invoice Purchaser for handling and monthly storage fees at the current market rates. These charges
will be invoiced separately and payment in full must be received prior to shipment. Warranty commences as though shipment has been made as
specified on the Proforma Invoice, Contract, Purchase Order, or Order.
f. Unless otherwise agreed in writing, any invoices sent by Seller to Purchaser are subject to inspection by Purchaser for correctness. Discrepancies
must be reported in writing by Purchaser to Seller within 14 days of receiving the invoice, after which the invoice is deemed to be accepted by Purchaser. Failure to inspect will constitute acceptance.