Tridelta Meidensha

Offer Terms and Conditions for Supply of Goods

With reference to your inquiry regarding the project stated in the quotation we, Tridelta Meidensha GmbH (“Supplier”) submit our Quotation for the delivery of Equipment and performance of Works (hereinafter defined), for you (“Purchaser”).

§1 Definitions
“Contract” means the contract which states the final terms and conditions to be agreed and executed between Purchaser and Supplier (“Parties”) after the issuance of the award by Purchaser to Supplier.

“Goods” means goods, machinery, apparatus, materials, articles and technical documents (details are specified in the Quotation) to be provided by Supplier under Contract.

“Party” means a party to this offer terms and conditions (“T&C”).

§ 2 Contract Documents
Quotation, its attachments and this T&C shall be included in Contract. Unless otherwise agreed by Purchaser and Supplier in writing, Quotation and this T&C shall prevail against any conditions stated in the purchase order, Purchaser’s general conditions or its attachments, or other conditions agreed by Parties herein in writing.

§ 3 Scope of Works

Supplier shall deliver Goods in accordance with Contract.

§ 4 Contract Price and Terms of Payment

- The aggregate amount of the contract price (“Contract Price”) shall be paid by Purchaser in accordance with the terms of payment stated in Quotation. Price base is Incoterms 2020 EXW The payment shall be made by telegraphic transfer to Supplier’s bank account and the bank charges applicable for the payment shall be borne by Purchaser.
- In the event that Purchaser fails to pay any amount by its due date, Purchaser shall pay to Supplier an interest on such amount at the rate of 0.1% per week which shall accrue from the due date until the date upon which the payment is received in full by Supplier.
- Contract Price does not include value added tax/goods services tax, unless otherwise provided in Quotation. Except as otherwise specifically provided in Contract, all taxes, duties, levies and charges arising from performing Contract shall be borne and paid by the Purchaser.

§ 5 Purchaser’s Responsibilities

- Purchaser shall provide all the information and/or data reasonably required for the proper delivery of Goods at defined time. Purchaser shall ensure the correctness and exactitude of all information and/or data which Purchaser provides, and Supplier shall not be liable for the consequences of any discrepancies, errors, omissions or inaccuracies in such information and/or data.
- All costs and expenses involved in the performance of the obligations under this clause shall be borne by

§ 6 Liquidated Damages for Delay
If Supplier fails to achieve delivery of Equipment within the Time for Delivery due to a reason that is attributable to Supplier, Supplier shall pay to Purchaser 0.1% of the delayed part of Contract Price for each week of delay. The total aggregate amount of such liquidated damages shall in no event exceed 5% of Contract Price of Equipment. The payment of the liquidated damages for delay under this clause shall be Purchaser’s sole remedy with respect to all losses, damages or claims pertaining to delay in Time for Delivery.

§ 7 Transfer of Risk and Ownership/Legal Title
The risks of Equipment shall be transferred to Purchaser from Supplier upon delivery of Equipment in accordance with agreed INCOTERMS rule under Contract. If nothing is specified Incoterms 2020 EXW shall apply. Notwithstanding that the passing of risk to Purchaser, the legal title to Equipment will remain with Supplier until Purchaser has effected full payment of Contract Price.

§ 8 Test and Inspection

Supplier shall, at its own expense, carry out at the place of manufacture or the place designated by Contract all such tests and/or inspections of Works subject to Supplier’s standard. Purchaser shall be entitled to attend the aforesaid tests and/or inspections provided that Purchaser shall bear all costs and expenses incurred in connection with such attendance including, but not limited to, all travelling and board and lodging expenses.

§ 9 Completion of Delivery

- When Supplier finishes the delivery of Equipment in accordance with Contract and submits the test report of Equipment, the packing list (if any) and the bill of lading(if any), the delivery of Equipment shall be completed (“Completion of Delivery”).
- Purchaser shall not refuse to accept the delivery of Equipment without reasonable reasons and in case of refusal with due reason, any cost incurred by Supplier arising out of such refusal shall be borne by Purchaser.

§ 10 Warranty of Equipment

- - Supplier warrants that Equipment will conform to the specification designed by Supplier and approved by Purchaser under Contract. Warranty period of Equipment shall be 12 months after the the date of Completion of Delivery (“Warranty Period”).
  - If, during Warranty Period, any non-conformity to specifications/the requirement of Contract due to reasons attributable to Supplier (“Defect”) appears in Equipment, Supplier shall repair or replace such non-conforming parts at its cost, based on suppliers decision.
  - Purchaser shall give Supplier a notice stating the nature of any Defect in Equipment with the evidence thereof promptly following the discovery thereof and in any event no later than the expiry of the Warranty Period.
  - Supplier’s obligations under this clause shall not apply to any Defect to Equipment attributable to:
    - improper handling, storage or installation of Equipment or improper erection, operation or maintenance of Plant;
    - erosion or corrosion;
    - normal wear and tear;
    - Purchaser’s Supply;
    - any design, specifications or data which were designed, supplied or specified by or on behalf of Purchaser; or
    - any items of Equipment, which are normally consumed in operation or which have a normal life shorter than Warranty Period specified in Contract.
  - If Defect is repaired or replaced under this clause, Warranty Period for such repaired or replaced parts of Equipment shall extend for a period of 12 months from such repair or replace. For the avoidance of doubt, Warranty Period for the other parts of Equipment shall not extend. In no event shall Warranty Period of the repaired or replaced parts extend beyond 36 months after the date of Completion of Delivery.
  - The repairing or replacing obligation under this clause shall be in complete satisfaction of Supplier’s liability with respect to Defect as long as , any non-conformity, trouble, breakedown, failure or fault of Equipment or any part thereto and Supplier shall have no further liability or obligations whatsoever to Purchaser in respect thereof, whether arising under Contract or at law or otherwise howsoever, which is including but not limited to, warranty of merchantability, warranty of fitness for a particular purpose and conditions of satisfactory quality and fitness for purpose.

§ 11 Force Majeure

Supplier shall not be liable for any failure of or delay in the performance of Works for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, terrorist acts, strike, sabotage, lock-out, labour disputes, embargoes, earthquake, volcanic activity, fire, flood or tidal wave, typhoon or other inclement weather condition, nuclear and government orders or any other force majeure event (“Force Majeure”).

§ 12 Suspension

- The cost incurred by Supplier arising out of any suspension instructed by Purchaser shall be borne by Purchaser.
- Supplier shall be entitled to suspend the execution of Works if payment is not made by Purchaser on or before the due date of the payment stipulated in Contract or Purchaser’s obligation under Contract is not performed at the proper timing.

§ 13 Termination

- Either Party may terminate Contract immediately by giving written notice to the other Party if (i) the other Party becomes bankrupt or insolvent, or has a receiving order issued against it, or if the other party takes or suffers any other analogous action, (ii) the other Party commits a substantial breach of Contract, which failure remains uncorrected for more than 14 days after receipt of a written notice specifying the breach.
- Supplier may terminate Contract immediately by giving written notice to Purchaser if Supplier’s performance of any of its obligations is suspended or prevented by one or more events of Force Majeure for an aggregate period of more than 90 days.
Party who terminates Contract under this clause shall be entitled to claim all costs and damages incurred as a result of such termination to the other Party.

§ 14 Confidential Information

Parties hereto shall keep confidential and shall not, without the written consent of the other Party, divulge to any third party, excluding Supplier’s subcontractors for Works any documents, data or other information furnished directly or indirectly by the other Party hereto in connection with Contract.The Parties hereto shall not use the same for any purpose other than the execution of Works or operation of Plant.

§ 15 Intelectual Property Rights

Ownership of any patent, trademark, design, copyright, know how or other intellectual property rights included in all drawings, documents, software, computer programs, Equipment and other materials containing data and information furnished to Purchaser by Supplier under Contract shall remain vested in Supplier.

§ 16 Limitation of Liability

- Supplier shall in no event be liable to Purchaser by way of indemnity or by reason of any breach of Contract or in tort or otherwise
- This does not apply if liability is based on:

(a) the German Product Liability Act (“Produkthaftungsgesetz”);

(b) intent; (c) gross negligence on the part of the owners, legal representatives or executives; (d) fraud; (e) failure to comply with a guarantee granted; (f) negligent injury to life, limb or health; or

(g) negligent breach of a fundamental condition of contract (“wesentliche Vertragspflichten”).

However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable direct damage which is intrinsic to the contract, provided that no other of the above case applies.

The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.
The aggregate liability of Supplier to Purchaser under or in connection with Contract shall not exceed 100 % of Contract Price.

§ 17 Language and Interpretation

The governing language of Contract shall be English. All Contract Documents and all correspondence and communications to be given and all other documentation to be prepared and supplied under Contract shall be written in the governing language and Contract shall be construed and interpreted in accordance with that language.

§ 18 Governing Law and Dispute Resolution

- Save than otherwise expressly provided, Contract shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).
- The courts for Supplier’s registered office shall have exclusive jurisdiction over all disputes under and in connection with the Contract, provided that Purchaser is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Purchaser has no place of business or ordinary residence in the Federal Republic of Germany.

§ 19 Miscellaneous Terms

- Third Party Beneficiaries: Nothing in Contract shall give any person, other than Parties, any legal or equitable right, remedy or claim under or with respect to Contract.
- Amendment: Contract can only be amended or modified by a written instrument signed by duly authorised representatives of both Parties.
- Entire Agreement: Contract constitutes the entire agreement between the Parties with respect to the subject matter of Contract and supersedes all communications, negotiations and agreements (whether written or oral) of the Parties with respect thereto made prior to the effective date of Contract.
- Non-Waiver: No failure or delay on the part of Purchaser and/or Supplier in exercising any right or power under Contract shall operate as waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder.
- Severability & Survival: If any condition of Contract is prohibited or rendered or held to be invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of Contract. All rights and obligations that ought to survive due to their nature shall survive expiry or termination of Contract