General terms and conditions
1. Sale and purchase
Upon the terms and subject to the conditions set out herein, Cramo Plc (or its subsidiary, as the case may be) (hereinafter "Cramo") hereby agrees to sell and transfer and the Buyer hereby agrees to purchase Cramo’s used machines and equipment as listed and identified separately in writing (hereinafter "Machines").
2. Purchase price
The total purchase price for the Machines shall be agreed between the parties in writing. Payment of the purchase price shall take place latest on Delivery Date to Cramo’s bank account.
All fees, expenses and other charges payable to Cramo hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties, payment of which shall be the sole responsibility of Buyer. If Buyer is required by law to make any tax deduction, withholding or payment from any amount paid or payable by Buyer to Cramo under this Agreement, the amount paid or payable to Cramo shall be reimbursed to the extent necessary to ensure that Cramo receives and retains, free of liability, a net amount equal to the agreed total purchase price. Any taxes, duties, fees, levies and other impositions described above that Cramo may be legally required to pay shall be invoiced to Buyer. Buyer undertakes to comply with all applicable export and import control provisions in relation to the sale and purchase of the Machines.
If payment is delayed, Cramo shall be entitled to charge current penalty interest rate according to Finnish Act on Interest from the Delivery Date until full payment is received. If payment is delayed for more than one month, Cramo shall, at its sole discretion, be entitled to cancel this Agreement.
3. Transfer of title and risk
Title shall transfer to Buyer against payment in full of the agreed total purchase price. Risk of loss shall transfer to Buyer on the Delivery Date or when Buyer takes the Machines into its possession, whichever first occur.
4. Term of delivery
Unless otherwise agreed, term of delivery is Ex Works (Incoterms 2000), Cramo’s depot where the Machines are currently located. The purchase price does not include costs for packaging, documentation or any other additional material. Time of delivery shall be the date when the Machines are available to the Buyer as agreed in writing ("Delivery Date").
5. Representations and warranties
Cramo hereby represents and warrants that it is the legal owner of the Machines and that it has the right to sell the Machines to Buyer. Buyer has, prior to the sale of the Machines, thoroughly investigated in a professional manner the current condition of the Machines. The Machines are sold "as is" and Buyer hereby acknowledges that it is well aware of the current condition of the Machines and will not present any claims against Cramo with regard to the condition of the Machines. Cramo has not made, and the Buyer has not relied on, any other expressed or implied warranties or representations regarding the Machines than those stated in this Section 5. Neither party shall be liable in contract, tort or otherwise, whatever the cause thereof, for loss of business or goodwill, loss of revenue or loss of profits, loss of production, claims by the other party's customers or any indirect, special, punitive or consequential damage incurred by the other party and arising under or in connection with this Agreement. The aggregate liability of Cramo shall always be limited to the price of the liability causing Machine.
6. Confidentiality
Buyer shall keep confidential any Cramo' technical, commercial, business related, financial or company information received in connection with this sale. Buyer shall protect all such information from improper, unauthorized, negligent, or other inadvertent transfer to any third party.