Assorted Metalworking Cutting Tool Inserts

SALE SPECIFIC TERMS

There are Sale Specific Terms as meant in article 1.1.15 of the Sales Terms and Conditions below.

Beneficiary: Hilco industrial Acquisitions B.V.

Collection Location: Doncaster, UK

Collection Party: Buyer can choose their own professional dismantling/collection partner, that has to be approved by Hilco.

Collection has to take place at the communicated collection dates and times, and can only be done after full payment has been received by Hilco.

A Buyer Premium of 18% applies.

SALES TERMS AND CONDITIONS

The following terms and conditions ("Terms") are the terms on which HILCO Industrial Acquisitions BV ("HILCO"), at Jan van Goyenkade 10-2, 1075 HP Amsterdam, The Netherlands, registered under number 60720700 at the Chamber of Commerce in Amsterdam, sells Equipment (defined below) for its own account or as an agent. These Terms apply to all agreements between Vendor and Buyer from the moment a Buyer accepts an quotation from Vendor.

 THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 8 AND THE BUYER SHOULD NOTE THAT

• ALL EQUIPMENT IS SOLD ‘AS IS, WHERE IS’ (WITH ALL FAULTS, IMPERFECTIONS AND DEFECTS)

• NO GUARANTEES AND/OR WARRANTIES ARE PROVIDED BY HILCO OR VENDOR IN RESPECT OF ANY EQUIPMENT

• IT IS THE BUYER’S RESPONSIBILITY TO INSPECT EQUIPMENT PRIOR TO BIDDING ON SUCH EQUIPMENT OR MAKING AN QUOTATION IN RESPECT OF SUCH EQUIPMENT

• ALL SALES ARE FINAL – NO EXCEPTIONS

1. DEFINITIONS AND INTERPRETATION

1.1. The following words and phrases used in these Terms shall have the following meaning:

1.1.1. "Advertising Material" means any and all information provisioning to potential buyers in electronic and/or printed format used by HILCO and/or Vendor to market and promote the sale of goods;

1.1.1. "Auction Terms" means the terms and conditions of an auction;

1.1.2. "Beneficiary" means the party who shall invoice the Buyer and receive payment from the Buyer and who has been identified on the Sales Form as such;

1.1.3. "Buyer" means the person indicated as such in the Sales Form who is purchasing the Equipment from the Vendor;

1.1.4. "Collection Location" means the location indicated as such in the Sales Form at which the Equipment must be collected by Buyer;

1.1.5. "Collection Party" means the party indicated as such in the Sales Form which must be connected to Buyer to collect Equipment and which party shall facilitate collection of Equipment by Buyer;

1.1.6. "Data Protection " means the GDPR and other privacy regulations applicable to the sales agreement; 

1.1.7. "Equipment" means the assets the Buyer buys from the Seller under the Sales Agreement; 

1.1.8. "EU" means the European Union; 

1.1.9. "Force Majeure Event" means any event beyond a Party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable and which has led to default in the performance by a Party of its obligations under these Terms to the extend the Party in default could not have reasonably avoided the default;

1.1.10. "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

1.1.11. "Parties" means the Vendor and the Buyer collectively and "Party" shall mean any one of them as determined by the context; 

1.1.12. "Personal Data" has the meaning as it has in the GDPR; 

1.1.13. "Project" means a collection of assets that are being sold by Vendor to Buyers as one sales activity under the same Sale Specific Terms;

1.1.14. "Purchase Price" means the amount payable by the Buyer to the Beneficiary in respect of the sale and purchase of the Equipment; 

1.1.15. "Sale Specific Terms" means terms in a Sales Form that explicitly deviate from these Terms;

1.1.16. "Sales Agreement" means the Sales Form and these Terms together;

1.1.17. "Sales Form" means the document specifying what is bought and sold between Vendor and Buyer with all specifics concerning the transaction to which these Terms apply and that forms the Sales Agreement together with these Terms.

1.1.18. "Third Party" means any person or entity other than the Parties; 

1.1.19. "VAT" means the applicable value added tax or applicable equivalents or applicable sales taxes; 

1.1.20. "Vendor" means the seller of the Equipment, indicated as ‘Vendor’ in the Sales Form; 

1.2. The headings used in these Terms have been inserted for convenience only and shall not affect its construction or interpretation. 

1.3. Words importing the singular include the plural and vice versa. 

1.4. Words importing a gender shall include all genders. 

1.5. Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them as from time to time amended, consolidated or re-enacted. 

2. STATEMENTS RELATING TO THE EQUIPMENT

2.1. Statements relating to the Equipment contained on the Advertising Material (such as statements relating to description, quality and condition) should not be relied upon or construed as being representations or warranties. 

2.2. It is the Buyer’s responsibility to inspect the Equipment and to satisfy itself on all matters affecting the Equipment, including the condition and description of the Equipment, its fitness and suitability for any particular purpose prior to entering into any purchase transaction concerning the Equipment. 

3. FORMATION OF SALES AGREEMENT 

3.1.1. If the Sales Agreement is being formed as part of an auction process, the Auction Terms define how and when the Sales Agreement is being formed.

3.1.2. The formation of the Sales Agreement other than through an auction process does NOT take place through acceptance of an quotation from Vendor by Buyer. Sales Agreements are formed only after explicit confirmation of formation of the Sales Agreement by Vendor based on the acceptance of the quotation by Buyer. If Vendor does not confirm formation of the Sales Agreement within 10 days after the Buyer accepted an quotation from Vendor, Buyer shall be at liberty to withdraw the acceptance of the quotation. Buyer cannot withdraw the acceptance within the first ten days after the acceptance. 

4. RISK AND TITLE 

4.1. In case the sale is formed through an Auction, the transfer of risk respectively ownership in and to Equipment bought by the Buyer shall pass to the Buyer in accordance with the Auction Terms. 

4.2. The risk in and to Equipment bought by the Buyer other than through an auction shall pass to the Buyer on the date of formation of the Sales Agreement, but the legal and beneficial title in and to such Equipment shall remain with Vendor until the payment receipt of the full Purchase Price (together with any VAT and any other applicable tax) by the Beneficiary. 

5. PURCHASE PRICE, PAYMENT TERMS AND VAT (AND OTHER TAXES) 

5.1. The Purchase Price does not include VAT. Any VAT relating to a sale shall be payable at the current rate(s) as per the applicable law. 

5.2. Time for payment shall be of the essence. Any Equipment in respect of which full payment (in cleared funds) has not been received by the Beneficiary within ten (10) days after the date of formation of the Sales Agreement (or any other term if specified in the Sales Form or is agreed in writing with the Collection Party) shall permanently remain property of Vendor and Vendor shall no longer have any obligation to deliver such Equipment to Buyer. The Buyer shall still have the payment obligation from the Sales Agreement for the Equipment concerned. The Buyer shall be liable for the administrative and other costs of Vendor for arranging for the resale and/or scrapping of such Items of Equipment. 

5.3. The Buyer shall make all payments due under these Terms in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. 

5.4. If the Buyer fails to pay an agreed sum to the Beneficiary, the Buyer shall be liable to pay interest to the Beneficiary on such sum from the due date for payment at the maximum allowable rate for trade transactions, accruing on a daily basis until payment is made, whether before or after any judgment. 

6. EXCLUSION OF WARRANTY AND OF LIABILITY 

6.1. International Statutory Compliance Exclusion

6.1.1. It is expressly brought to the Buyer’s attention that, at the time of sale, any Equipment (i) may not comply with the health and safety Laws and/or any other acts, regulations or directives in relevant jurisdictions; (ii) may 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 relevant health and safety laws for use of such substances in a working environment in any relevant jurisdiction (iii) may not be approved for the intended use in certain jurisdictions.

6.1.2. The Buyer undertakes to (i) remove, ship and use any purchased Equipment in a way that does not contravene any relevant applicable legislation of any related jurisdiction and in full compliance with all applicable laws and in particular with applicable health and safety standards and regulations; (ii) comply with all current applicable legislations in any relevant jurisdiction and reasonable instructions by the Vendor in relation to the removal/disposal of waste including hazardous waste.

6.1.3. Buyer agrees to comply with all applicable export or import control, related laws and regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Vendor gives no representation or warranty concerning - and has not conducted any investigation to ascertain which – items of which the export is restricted under applicable law. The Vendor reserves the right to cancel or rescind any sale at any time if Vendor determines - in its absolute discretion - that the sale does or may violate applicable export or import controls or related laws and regulations. 

6.1.4. Equipment may require software in order to operate it. Vendor disclaims any and all responsibility for the existence, transferability and the sufficiency of any software and/or software licenses required for the use of the Equipment. It is the sole responsibility of Buyer to validate the existence, transferability and sufficiency of any software and/or software licenses required for the use of the equipment and to acquire any required software licenses from a licensor in case licenses are not transferrable, absent or insufficient for the intended use of the Equipment.

6.2. Buyers Responsibilities and Conduct 

The Buyer will be responsible for all damage that it, its carriers or its agents may do to the property of any third party (and, in particular, to the Vendor’s premises) in removing the Equipment it has purchased. Should the Vendor consider such damage likely to occur, Vendor may require the Buyer to deposit a sum of money with the Vendor or Beneficiary by way of security for the costs of reinstating that part or the premises likely to be damaged by the removal of the Equipment. If such sum is not deposited, the Vendor may refuse the Buyer access to the Collection Location for the purpose of collecting all or any of the Equipment Buyer has purchased or rescind the sale of such Equipment. 

6.3. Transfer of Risk 

Upon formation of the Sales Agreement the Buyer shall assume all risks in and relating to the Equipment. The Buyer is advised to effect any insurance it may consider necessary. The duty of the Vendor to make Equipment available shall be deemed performed upon formation of the Sales Agreement by Vendor even if Equipment is subsequently damaged and/or part thereof has been lost.

6.4. Property and title in the Equipment shall not pass to the Buyer until full payment therefore has been received by the Beneficiary and the Equipment has been collected by or on behalf of Buyer in its entirety.

6.5. AS IS / WHERE IS 

All Equipment is sold "AS IS, WHERE IS, WITH ALL FAULTS, IMPERFECTIONS, DEFECTS AND WITHOUT RECOURSE". Illustrations, pictures or videos in any Advertising Materials are for the convenience of the Buyers only and cannot be relied upon for any warranty. The Buyer should satisfy himself prior to the sale as to the condition of the goods and should rely on its own judgment as to whether the goods accord with Buyer’s expectations.

6.6. EXCLUSION OF LIABILITY

Vendor shall not, nor shall its agents, be liable for damages of Buyer unless – and only to the extend – exclusion or limitation of liability is not permitted under applicable law. This exclusion/limitation of liability is irrespective of the type of action of Buyer against Vendor or any of its agents – such as claims for breach of contract, tort, product liability or any other courses of action. 

7. REMOVAL OF EQUIPMENT 

7.1. It is the Buyer’s responsibility to collect or to arrange for the collection of Equipment bought (at the Buyer’s cost) at the Collection Location. 

7.2. The Buyer should contact the Collection Party as provided in the Sales Form to arrange for the collection of Equipment. 

7.3. Vendor shall only release Equipment for collection by a Buyer or its duly authorized representative once such Equipment has been paid for in full and the Beneficiary has received such payment in cleared funds. 

7.4. The Buyer must make payment of the Purchase Price immediately on receipt of the Beneficiary’s invoice.  

7.5. Unless stated otherwise in the Sales Form, the Buyer shall collect or arrange for the collection of the Equipment purchased within ten (10) days after the date of formation of the Sales Agreement. The Buyer agrees to advise the Collection Party of the intended date for collection and method of collection and transport prior to collecting the Equipment. 

7.6. The dismantling and removal of Equipment by the Buyer shall comply with all applicable laws – and in particular health and safety laws – of the relevant jurisdictions and with all collection site specific safety policies and procedures (if any). After the dismantling and removal, the Buyer shall ensure that the site where the Equipment is located is left clean and in the state it was in prior to the dismantling and removal of the Equipment by the Buyer. 

7.7. Certain types of Equipment may contain hazardous materials (such as chemicals) and, on his own account, the Buyer must ensure that the removal of such hazardous materials is carried out in accordance with the health and safety laws applicable in the country where the Equipment is located and any other relevant legislation and/or regulations dealing with the removal and handling of such hazardous materials. 

7.8. In all cases that Buyer finds hazardous materials that were not announced in the sales documentation the Buyer shall be obliged to immediately inform Vendor of such an occasion and provide assistance to the Vendor to exercise oversight of the removal activities of such materials by (or on behalf of) Buyer.

7.9. The Buyer shall indemnify and shall keep Vendor and any of its representatives and/or agents indemnified against all liabilities, damages, costs and expenses arising from or in the course of the removal of the Equipment.

7.10. The Sales Form may contain specific responsibility assignments which shall be binding upon the Parties.

8. FORCE MAJEURE EVENT 

Save for the Buyer’s obligation to make payment under these Terms (which shall not be excused), neither Party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event. 

9. WAIVER 

A waiver (whether express or implied) (i) by one of the Parties of any of the provisions of the Sales Agreement or (ii) of any breach of or default by any other Party in performing any of the provisions of the Sales Agreement, will not constitute a continuing waiver and that waiver will not prevent the waiving Party from subsequently enforcing any of the provisions of the Sales Agreement not waived or from acting on any subsequent breach of or default by any other Party under any of the provisions of the Sales Agreement. 

10. SEVERABILITY 

If any provision in the Sales Agreement is invalid or unenforceable under applicable law, such provision shall not apply and all other clauses shall continue to apply.  

11. WHOLE AGREEMENT 

The Sales Agreement (together with any other documents referred to therein and referenced as forming part thereof), contains the whole agreement between the Parties relating to the sale of Equipment. No other materials may be relied upon in the interpretation of this Sales Agreement. In particular the Advertising Materials or other information not contained explicitly in this Sales Agreement must not be used for interpretation of the Sales Agreement. Changes to the Sales Agreement must be in writing and executed at the same authorization level as the original Sales Agreement.  

12. GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed and regulated by, and the rights and liabilities of all parties hereto shall be construed in accordance with Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

All disputes arising in connection with the present agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. Arbitration shall take place in Amsterdam, the Netherlands. Proceedings shall be in the English language.

13. ORDER OF PREVALENCE 

In case a Sales Agreement contains multiple language versions of (parts of) it the English version shall be leading for the interpretation of the Sales Agreement. In case any provision within the Sales Agreement conflict with other provisions in the Sales Agreement, the provisions from Sales Form shall prevail, then these Terms shall prevail and then the schedules to the Sales Form shall apply.