These general terms and conditions of payment and delivery are:
1. These general terms and conditions of sale and delivery apply to all offers and agreements of purchase/sale of goods by Best Machines established in Jordan, unless provided otherwise in the offer or agreement.
2. Supplementary or varying provisions or conditions shall apply only if agreed in writing; these supplementations and departures shall apply only to the agreement in respect of which they have been made.
3. The rights and obligations arising between Best Machines and the buyer under the agreements may not be transferred by the buyer to third parties without the prior written consent of Best Machines.
4. The general terms and conditions of the Buyer are hereby explicitly excluded.
II. Offers Any offers/quotations by Best Machines are strictly without engagement, unless otherwise agreed in writing. An offer with a deadline for acceptance may nevertheless be withdrawn by Best Machines, even after receipt of the order, provided this is done within five days of receipt of such order.
III. An agreement shall not be deemed to have been validly concluded until Best Machines has confirmed the order in writing or has commenced with the implementation of the order. The content of the agreement is determined by Best Machines’s offer, as well as by the provisions in these general terms and conditions of payment and delivery.
IV. Amendments 1. Amendments and stipulations to these general terms and conditions of sale and delivery and/or the contract of sale with the buyer shall apply only in so far as agreed in writing between the buyer and Best Machines. 2. If the changes lead to an increase in the costs, Best Machines is authorized to pass on any resultant change in the purchase price to the buyer.
V. Prices 1. All quotations and prices charged by Best Machines are the prices excluding VAT and other levies and taxes relating to the contract applying at the time the agreement was concluded, unless expressly agreed otherwise. 2. If a change takes place in one of the price-determining factors after the offer has been issued, Best Machines is authorized to adjust the prices correspondingly, even if the contract has since been concluded. 3. Price changes in excess of 10% provide the buyer with the right to dissolve the agreement, provided this is done in writing and within seven days of receipt of the relevant notification by Best Machines. Such a dissolution does not provide the buyer with any entitlement to compensation for any loss whatsoever. VI. Payment 1. The buyer is obliged to settle all invoices before delivery of the goods in question, unless agreed otherwise in writing, in accordance with paragraphs 2 and 3 of this clause. 2. The buyer is obliged to pay the purchase price within the period stated on the invoice. The buyer is not authorized to set off the purchase price or to suspend payment on account of any counterclaim. 3. The payment term shown on the invoice is a firm date. If invoices are not paid within the payment term, the buyer shall be in default without requirement for any written notice of default, irrespective as to whether the non-compliance can be attributed to the buyer. 4. Without prejudice to its other rights, Best Machines is authorized to claim interest on the outstanding amount at 1.5% per month, calculated from the due date in question. 5. All legal and extrajudicial costs incurred by Best Machines in relation to a dispute with the buyer, both as plaintiff and defendant, shall be for the buyer's account. The extrajudicial collection costs shall amount to at least fifteen percent of the principal. 6. Payments by the buyer shall be assigned to the oldest outstanding items, including interest and costs, even if the buyer declares differently. 7. The buyer shall have no right to reclaim down-payments. 8. In the event of late payment any adverse exchange difference shall be for the buyer's account. The reference dates shall be the due date on the invoice and the date of payment. 9. Payments shall be made in euros, unless otherwise agreed in writing. 10. Late delivery by Best Machines shall accordingly not count as breach of contract until after written notice of default has been served. 2. The specified/agreed delivery period shall at any event, but not exclusively, be automatically extended by the period(s) during which: - arrival and/or dispatch its delayed and/or there are any other circumstances temporarily preventing implementation, irrespective as to whether this may be attributed to Best Machines; - the buyer fails to discharge one or more of its obligations vis-à-vis Best Machines or there are well grounded fears that it will fail to do so; - the buyer does not enable Best Machines to implement the agreement; this situation arises for example if the buyer fails to advise the place of delivery or to make available the details, equipment or facilities required for implementation. 3. Equally, the buyer may not refuse to receive or pay for the goods and/or demand compensation for direct or consequential loss or for costs incurred by him or by third parties in the event that the agreed delivery period is exceeded. 4. Delivery shall be made in the country where the goods are located at the point of delivery. Delivery shall be deemed to have taken place at the point at which the goods have been placed at the buyer's disposal by Best Machines. Unless otherwise agreed delivery shall be made “ex Free Zone - Jordan “ All goods are transported and loaded at the buyer's cost and risk, even if the consignment is sent carriage paid. 5. If Best Machines arranges consignment of the goods at the buyer's request, the time, method of consignment and consignment route shall be at Best Machines’s choice. 6. Transport insurance will only be taken out by Best Machines at the express request of the buyer; all the associated costs will be for the buyer's account. 7. If Best Machines has provided any equipment for the transportation or arranged for this to be done by a third party, where appropriate after payment of a deposit, the buyer shall be obliged to return the equipment to the address specified by Best Machines, in the absence of which the buyer will be liable to pay Best Machines compensation. 8. Any equipment within the meaning of the previous paragraph must be returned in the condition in which it was received before transportation. Best Machines is authorized to have the equipment inspected by an expert after use. The buyer is obliged to pay compensation for any damage to the equipment provided to it. 9. Premature and/or partial deliveries are permitted; in this regard the buyer is obliged to settle the invoice in question as though it concerned a separate transaction. VIII. Exchange/Guarantee 1. The goods delivered by Best Machines will comply with the specifications as laid down in the relevant contract of sale. 2. Purchased goods may not be exchanged or returned. 3. Best Machines does not provide any guarantee for goods that have been sold and delivered. 4. The buyer accepts the good in the condition it was in at the time of inspection. IX. Inspection The buyer has the right to inspect the goods before delivery at a place and time determined by Best Machines. The costs of such inspection shall be for the buyer's account. X. Non-compliance/dissolution/suspension 1. Best Machines is authorized to dissolve the contract with immediate effect, without legal intervention, in full or in part, or to suspend its implementation, without prejudice to its other rights to compliance and/or compensation, in the following instances: - the buyer acts at variance with any provision in the agreement between the parties; - the buyer seeks a (temporary) postponement of payment or files for bankruptcy; - bankruptcy proceedings are instituted against the buyer; - the buyer's business is shut down or liquidated; - a private composition is offered. 2. Any claim on the buyer in the instances referred to in paragraph 1 shall be immediately due and payable, without Best Machines being obliged to pay compensation. 3. The provisions of clause X (1) shall apply mutatis mutandis if the buyer, having been invited in writing to do so, fails within seven days to provide security regarded by Best Machines as adequate. 4. If the buyer remains in default for more than fourteen days as regards payment and/or acceptance Best Machines shall be authorized without further notification to resell the goods sold, in which case the down payment made to Best Machines shall lapse in compensation for the loss incurred by it, unless the buyer is able to produce evidence showing that the loss was lower. XI. Retention of title 1. Delivery is made subject to retention of title. This reservation applies to claims in respect of payment for all goods delivered or to be delivered by Best Machines to the buyer and/or to activities performed or to be performed in respect of the delivery, as well as in respect of claims on account of failure to perform on the part of the buyer, on whatever grounds.
In the instances referred to in clause
X, Best Machines is authorized to repossess the delivered goods that have remained its property in accordance with paragraph 1. Such repossession shall qualify as dissolution of the agreement(s) concluded with the buyer. 3. In so far as necessary for its normal business operations, the buyer is authorized to make use of the goods that are subject to retention of title. If the buyer makes use of this right, it will be obliged to make delivery to third parties of the goods subject to similar retention of title by Best Machines. The buyer is also required to provide Best Machines at first request with an undisclosed pledge on the claims that it has or will obtain on those third parties. Should the buyer refuse to do so, this provision shall constitute irrevocable authority on the part of Best Machines to institute such an undisclosed pledge. 4. The buyer is not authorized to sell the goods subject to the retention of title other than part of its normal business operations, to pledge them or in any way whatever to infringe Best Machines 's retention of title by the establishment of a restricted real right.
XII. Right of retention Best Machines is authorized to suspend the performance of the obligation to surrender the property of the buyer that is in its possession in connection with any order, until the claim by Best Machines in relation to such property has been paid in full including interest and costs.
XIII. Trade-ins if the buyer continues to use a traded-in product in anticipation of delivery of the product purchased by it, any costs in relation to the aforementioned product and any reduction in value shall be for its account.
XIV. Liability 1. Best Machines is not liable for any loss due to any failure to comply with its obligation(s) vis-à-vis the buyer. Any claim for compensation is expressly excluded, except in the case of willful intent or gross negligence on the part of Best Machines or supervisory subordinates. 2. Equally, Best Machines is not liable for the loss arising from willful intent or negligence/gross negligence of supervisory/non-supervisory subordinates or of others engaged by it for the purposes of implementing the agreement. 3. Best Machines is not liable for incorrect kilometer readings/years of construction/time readings and/or other incorrect specifications of the products. 4. Best Machines does not accept any liability for any advice submitted by it or on its behalf. 5. If the exclusions/limitations of liability in the preceding paragraphs should fail to stand up in court for whatever reason, Best Machines’s liability for non-compliance or non-timely or inadequate compliance shall in no circumstances exceed the net sales amount or net invoice amount of the goods in question.
XV. Force majeure 1. In the event of force majeure Best Machines is authorized to dissolve the contract in full or in part, or alternatively to suspend the implementation thereof, without any liability to pay compensation. 2. By force majeure in the sense of these general conditions of sale and delivery is understood any circumstance outside the will and beyond the doing of Best Machines that may or may not have been foreseeable at the time of the conclusion of the agreement, as a result of which compliance could not be reasonably demanded of Best Machines, such as war, governmental measures, lack of raw materials, factory stoppages or traffic disruptions, as well as transport difficulties of whatever nature, work stoppages, lock-out or lack of personnel, quarantine, epidemics, time lost through frost, failures on the part of third parties engaged by Best Machines for the implementation of the agreement and any other circumstances seriously complicating compliance with the agreement. 3. If Best Machines has already partially discharged its obligations upon commencement of the force majeure, it shall have the right to charge separately for goods already delivered and the buyer shall be bound to settle the invoice in question as though this concerned a separate agreement.
XVI. Storage 1. If for whatever reason the buyer is not in a position to take receipt of the goods at the agreed time and the goods are ready for delivery, Best Machines will, storage facilities permitting, store and secure the goods at the buyer's request until they are delivered to the buyer. 2. The buyer is obliged to reimburse Best Machines for the costs of storage according to Best Machines’ s customary rate from the time at which the goods are ready for delivery or, if later, from the delivery date agreed in the contract of sale. 3. Storage shall take place solely at the risk of the owner of the product.
XVII. Partial nullity if one or more provisions in these general terms and conditions of payment and delivery and/or the contract of sale with the buyer proves invalid, the remaining provisions shall continue in full force and effect. The invalid provisions will be replaced by an appropriate regulation approximating the intention of the parties and the economic result being aimed at by them as closely as possible in a legally effective manner.
XVIII. Applicable law these general terms and conditions of sale and delivery and/or the contract of sale with the buyer are subject to Jordan law.
XIX. Disputes 1. Any disputes arising under these general terms and conditions of sale and delivery and/or the contract of sale with the buyer this agreement or other agreements in implementation hereof will be resolved exclusively by the competent Jordan court in Amman.
2. A dispute shall be deemed to exist as soon as one of the parties so declare
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