Parker Hannifin - Europe (PARK0211)
Date Starts : 23
VAT/Tax: 20% - France
Inspection details: By appointment only
Payment type: Wire Transfer
Sales agent: GoIndustry (UK) Limited
Specific sale terms & conditions:
TERMS AND CONDITIONS OF SALE
1. ALL ASSETS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE AS TO THE NATURE, QUALITY, QUANTITY, VALUE OR CONDITION OF ANY ASSET, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. The Buyer acknowledges that any software or intellectual property rights attaching to an asset or assets may not be the property of the Seller or capable of transfer by the Seller. Neither the Seller nor GoIndustry DoveBid is in any way authorising the use by the Buyer of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at the Buyer's sole risk.
2.Illustrations, pictures or videos posted on GoIndustry DoveBid’s website or otherwise provided by the Seller or GoIndustry DoveBid are for the convenience of the Buyers only. GoIndustry DoveBid has used its reasonable endeavours to ensure that the description of each asset(s) appearing on the Site is accurate, but the Buyer relies upon such description at its own risk. Buyers should satisfy themselves prior to the sale as to the condition of the asset and should exercise and rely on their judgment as to whether the asset accords with its description at their own risk. Subject to the obligations accepted by GoIndustry DoveBid under these Terms and Conditions, neither the Seller nor GoIndustry DoveBid nor any of their respective employees or agents are responsible for errors of description or for the genuineness or authenticity of any asset
3. By submitting an offer, the Buyer represents, warrants and undertakes that it has the authority and capacity to make such an offer and purchase the assets and that any offer that it makes constitutes an irrevocable offer to buy the assets for the full offer amount upon these terms and conditions and such additional terms and conditions (if any) as may be imposed by the Seller. For the purposes of these terms and conditions, we refer to any person or entity registering to offer or offering to buy goods as a "buyer" regardless of whether any contract of sale is concluded.
4. A discounted Buyer's premium of 16% of the bid price will be added to the purchase price for each asset for Buyers who pay in the form of cash, cashier's check, company check (with a letter of guarantee) or wire transfer within 72 hours from receipt of GoIndustry DoveBid’s invoice; the full Buyer's premium of 18% shall apply for Buyers who pay via credit card and all other Buyers that do not remit payment within 72 hours from receipt of GoIndustry DoveBid’s invoice.
5. Collection of applicable sales, value added or similar taxes will be in accordance with the laws of the jurisdiction in which the assets are located. The Buyer is advised to seek its own tax advice. The Buyer agrees that invoices may be issued in electronic form by email or otherwise.
6. Full payment of the balance of the purchase price is due by the date stipulated on the invoice and in any event prior to removal of any purchased assets. In the event that a Buyer fails to pay the entire purchase price (in addition to the Buyer's premium and any applicable sales, value added or similar tax) within the time specified by GoIndustry DoveBid or otherwise fails to comply with these Terms and Conditions, GoIndustry DoveBid and the Seller will retain the deposit as liquidated damages without notice. GoIndustry DoveBid and the Seller reserve the right to resell such assets without notice, and the defaulting Buyer shall be liable to GoIndustry DoveBid and the Seller for any resulting deficiency, including costs incurred in storing and reselling such assets.
7. GoIndustry DoveBid shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. It is the Buyer's sole responsibility to arrange and pay for the removal, shipment and insurance of purchased assets. Also, it is the Buyer's responsibility to provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of valid insurance policies with reliable insurance companies, providing the types of coverage and in the amounts more particularly described in the Sample Required Insurance Certificate located on in the Shipping Information section of GoIndustry DoveBid’s website; and such other insurance as may be required by any governmental authority, including workers' compensation insurance. Removal shall be conducted responsibly and with due care for the Seller's premises. GoIndustry DoveBid reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers to those listed on GoIndustry DoveBid’s website under “Directory of Shippers” and/or those listed on the sale website as “exclusive, approved” for a particular sale event. The Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased assets. If the Buyer does not remove an asset within the announced check-out period, GoIndustry DoveBid and the Seller may, in their sole discretion, deem the asset to have been abandoned by the Buyer and the Buyer will have no further rights with respect to the asset. Notwithstanding the foregoing, GoIndustry DoveBid and the Seller reserve the right to charge the Buyer for the costs of storage beyond the check-out period.
8. The Buyer acknowledges that the Seller's facility is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every person enters the site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. The Buyer shall so advise their agents and employees. No person shall have any claim against GoIndustry DoveBid, the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at the site. Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of GoIndustry DoveBid or the Seller.
9. The Buyer acknowledges that neither Seller nor its appointed representative(s) are obliged to give any other support or owes any other performance other than those described in these Terms and Conditions. In particular, the Buyer acknowledges that neither the Seller nor GoIndustry DoveBid will give any start-up assistance or trouble shooting support during re-assembling and start-up of the assets unless otherwise agreed in writing.
International statutory compliance exclusion
10. It is expressly brought to the Buyer's attention that, at the time of sale, any asset for sale in this sale:
(a) may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Environmental Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable laws or equivalent or similar laws in any relevant jurisdiction or; and
(b) could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not handled correctly during their removal from a site could be in breach of the Health & Safety at Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other current legislations covering the use of such substances in a working environment in the UK, the EC, the United States or any other relevant jurisdiction. GoIndustry DoveBid has no duty to remove any hazardous substances that are contained in or are a part of any asset.
11. The Buyer undertakes to:
(a) remove, ship and use any purchased plant and equipment within any relevant jurisdiction in a way that does not contravene any relevant legislation and in full compliance with all applicable health and safety standards and regulations; and
(b) comply with all current applicable legislations in any relevant jurisdiction and reasonable instructions by GoIndustry DoveBid in relation to the removal/disposal of waste including hazardous waste.
12. The Buyer agrees to comply with all applicable export control and related laws and regulation and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Buyers acknowledge that GoIndustry DoveBid is not the exporter of any purchased asset unless expressly stated. GoIndustry DoveBid makes no representation or warranty concerning, and has conducted no investigation to ascertain which assets, if any, constitute, for example, “Restricted Technology” for US law purposes or whose export is otherwise restricted under applicable law. GoIndustry DoveBid and/or the Seller reserves the right to cancel or rescind any sale at any time in the event it determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations.
Limitation of Liability
13. Neither Seller nor GoIndustry DoveBid shall be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
(a) any loss arising from or in connection with loss of revenue, profits, contracts or business or failure to realise anticipated savings or profits;
(b) any loss of goodwill or reputation; or
(c) any indirect or consequential losses suffered or incurred by Buyer,
arising out of or in connection with these Terms and Conditions and any of the actions or events contemplated within them or deriving from a sale of goods pursuant to them (“Relevant Events”).
The aggregate respective liability of Seller or GoIndustry DoveBid in respect of any other loss or damage suffered by a Buyer and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with any Relevant Events, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed (i) in the case of the Seller, the amount of the purchase price paid by the Buyer; and (ii) in the case of GoIndustry DoveBid the buyer’s premium paid by the Buyer, in each case in respect of the goods which are the subject of the claim.
The Buyer undertakes to defend (by counsel satisfactory to GoIndustry DoveBid) and indemnify GoIndustry DoveBid and Seller and hold GoIndustry DoveBid and Seller harmless from and against any claim, demand, cause of action, liability or expense (including attorneys' fees and costs) asserted against or incurred by GoIndustry DoveBid, the Seller or any third party in connection with the sale, removal, shipment or use of any purchased assets or a breach by the Buyer of these Terms and Conditions.
14. GoIndustry DoveBid is acting as agent of the Seller and is not responsible for acts and omissions of the Seller or any of the Seller’s principals, officers, directors, employees or other agents.
Choice of Law and Venue
15. These Terms and Conditions, and all questions with respect to the interpretation of these Terms and Conditions, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to conflict of laws provisions. All Buyers expressly consent to personal and exclusive jurisdiction in the courts of the State of Maryland located in Baltimore County, the United States of America.
16. In the event that any of the provisions of these Terms and Conditions shall prove to be invalid or null and void, the remainder of the provisions shall not affected thereby.
These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into another language, the English language text prevails.
Seller Terms and Conditions
Parker Hannifin's General Conditions of Sale of Equipment
1. NO WARRANTY: ALL EQUIPMENT IS PURCHASED AS IS WHERE IS . PARKER HANNIFIN MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF THE GOODS OR ITS SUITABILITY FOR ANY USE. PARKER HANNIFIN MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.
2. Loading: All loading, handling and transportation costs are for Buyer's account unless otherwise agreed to in writing.
3. Payment: Buyer will make payment in full, including all applicable taxes and duties, before removal of the equipment. Any partial payments for equipment made to Parker Hannifin are non-refundable. Payment will be by certified check, bank money order or company check, at Parker Hannifin's discretion. A refund to the Buyer, or additional payment by the Buyer shall be made to account for differences in quantities received versus quantities bid. Buyer shall advise Parker Hannifin in writing of any discrepancies within 48 hours of collection. Unless the parties otherwise agree all sales shall be in US currency.
4. Taxes and Duties: The price agreed for the equipment is exclusive of taxes, duties and other charges that may be levied or due thereon, which shall be the responsibility of, and be borne by the Buyer, unless otherwise agreed between the parties. Buyer agrees to pay sales or use taxes or other taxes, charges, duties or fees required to be paid by the Buyer or collected by Parker Hannifin by reason of this sale, or to provide Parker Hannifin with a valid tax exemption certificate. Any customs duty and taxes applicable will be for Buyer's account, and any import/export licenses required must be arranged by the Buyer. Buyer agrees to indemnify and hold Parker Hannifin harmless from any liability and expense by reason of Buyer's failure to pay any required taxes, duties, charges or fees.
5. Title Transfer: Only following receipt of payment in full to Parker Hannifin will title and risk in the equipment pass to Buyer, who will then be allowed access to Parker Hannifin s premises, during normal business hours on a prearranged basis, for the purpose of removal of the equipment. Buyer shall remove the equipment within thirty days of receipt of Parker Hannifin s acceptance of Buyer's offer. In the event that Buyer fails to so remove the goods, Parker Hannifin reserves the right to assess a storage charge to Buyer, unless otherwise agreed between the parties. Once title has passed as set out herein, all risk and liability associated with equipment shall be to the account of Buyer and Buyer shall indemnify and hold Parker Hannifin harmless for any claims associated therewith while equipment remains on Parker Hannifin premises except in the event of Parker Hannifin s negligence or willful misconduct.
6. Site Safety Policies: While present on Parker Hannifin property, Buyer, including its contractor, shall comply with all federal, state and local regulations, as well as Parker Hannifin site safety and security procedures. Buyer, including its contractor, shall immediately report to Parker Hannifin all unusual incidents with potentially adverse safety, health or environmental implications, including slips, falls, equipment malfunctions, fume releases and any situation requiring first-aid or medical observation or treatment. Upon request and in other appropriate circumstances, Parker Hannifin may provide first-aid and emergency medical treatment to Buyer's , or to its contractor s, employees. Buyer agrees to indemnify and hold Parker Hannifin harmless from any claims, causes of action and/or damages resulting from injury to or death of any person, including its own or its contractor s employees, or damage to any property arising out of any first-aid and emergency medical treatment provided by Parker Hannifin hereunder, whether or not proximately caused, in whole or in part, by negligence, gross negligence or strict liability of Parker Hannifin.
7. Buyer shall advise its employees, its contractors and agents that (1) it is the policy of Parker Hannifin to prohibit use, possession, sale, manufacture, dispensing and distribution of drugs or other controlled substances on its premises, and to prohibit the presence of an individual with such substances in the body for nonmedical reasons in the workplace; (2) entry onto Parker Hannifin property constitutes consent to an inspection of the employee s person, vehicle and personal effects when entering, while on, or upon leaving Parker Hannifin property; and (3) any person who is found in violation of the policy or who refuses to permit inspection may be removed or barred from Parker Hannifin property at the discretion of Parker Hannifin.
8. If Buyer, or its contractor, in the course of removal of the equipment, causes damage to Parker Hannifin s premises (being for the purposes of this agreement the premises where the equipment is stored), Buyer will be responsible for effecting the necessary repairs or meeting the total cost of doing so as determined by Parker Hannifin, and Parker Hannifin shall be entitled to retain possession of the equipment until Buyer has either completed the repairs or paid for the cost of repair.
9. Indemnity: Buyer shall indemnify, save harmless and defend Parker Hannifin from any and all liability, loss and expense arising from or growing out of the removal, handling, use, disposition, possession, transportation or conveyance by Buyer or by any other party of said equipment except to the extent caused by the negligence of Parker Hannifin.
10. Insurance: Buyer or his representative shall carry and maintain in force at all times relevant hereto, at Buyer's expense, at least its current levels, as of the effective date of this Agreement, of Workers Compensation, Commercial General Liability, Bodily Injury, and Goods Damage Insurance, or the following minimum coverage limits, whichever is greater:
(a) Workers Compensation - Statutory; and Employer s Liability - $500,000 per accident/per employee.
(b) Commercial General Liability (Occurrence Form), including Contractual Liability, in a combined limit for Bodily Injury and Goods Damage - $1,000,000 per occurrence.
Upon request, certificates of insurance evidencing the coverage required above shall be provided to Parker Hannifin. Such certificates shall provide that the insurer will give Parker Hannifin thirty (30) days advance notice of any changes in or cancellation of coverage. Failure to request such certificates does not waive or relieve any of Buyer's insurance obligations. If in connection with the work being performed hereunder, if Buyer will not use motor vehicles on Parker Hannifin property other than designated parking areas, a letter so stating is acceptable in lieu of the automobile insurance certificate.
11. No claim of any kind, in connection with the equipment whether or not based on negligence shall be considered hereunder. Equipment shall not be returned to Parker Hannifin and Parker Hannifin shall have no liability to return all or part of the purchase price. Buyer acknowledges and agrees that purchases hereunder shall be final. In no event shall either party be liable for special, indirect or consequential damages whether or not caused by or result from the negligence of such party.
12. Warning - Hazardous Substances: Buyer is hereby put on notice and so acknowledges that the equipment may have been used or otherwise come in contact with flammable, toxic, corrosive or otherwise hazardous substance(s). Although Parker Hannifin has cleaned the equipment, such substance(s) may still be present to some extent on/in the equipment. Parker Hannifin will provide Buyer Material Safety Data Sheet(s) or comparable information concerning such substances known to be present in/on the equipment, if applicable, but Parker Hannifin does not guarantee the completeness and suitability of such information for Buyer's purposes. Buyer agrees that it is responsible for (i) determining and following the necessary health and safety precautions in all activities involving the equipment; (ii) ensuring that the equipment is not used in food, drug or other applications in which presence of such hazardous substances is legally prohibited; and (iii) notifying any other party to whom the equipment is transferred, or who otherwise comes in contact with the equipment, of the possible presence of such hazardous substances and the information provided or referred to herein.
13. This agreement is not assignable by the Buyer in whole or in part except with Parker Hannifin s written consent.
14. In the event that Parker Hannifin has any doubt at any time as to Buyer's financial responsibility, Parker Hannifin may decline to make further sales except upon receipt of cash or satisfactory security.
15. This agreement shall be governed and construed in accordance with the laws of the State of Ohio without giving effect to principles of conflict of law and the courts within Ohio will be the only courts of competent jurisdiction. This contract will not be governed by the U.N. convention on contracts for the International Sale of Goods.
16. In the event that an Article of this agreement is found to be void or unenforceable such finding shall not be construed to render any other Article of this agreement either void or unenforceable and all other Articles shall remain in full force and effect unless the Articles which are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party.
17. This agreement contains the entire agreement between the parties. There are no previous contemporary understandings, representations or warranties not set forth herein. No subsequent modifications of this agreement, including the issuance by Buyer of a Purchase Order, shall be of any force or effect unless in writing, signed by each of the parties hereto. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
Tax Exempt #______________________________________