General Conditions of Sale | Turbo Business1.
DEFINITIONSIn these General Conditions of Sale, the following definitions apply: “Affiliate”
means any entity that directly or indirectly controls, is controlled by, or isunder common control with another entity.
“Buyer” the person or firm who purchases the Goods from the Seller.
“Conditions” the terms and clauses set out in this document.
“Contract” the Contract between the Seller and the Buyer for the sale andpurchase of the Goods in accordance with these General Conditions of Sale.
“Goods” the goods (or any part of them) set out in the Order.
“Order” the Buyer’s order for the Goods, as set out in the Buyer’s purchaseorder form.
“Seller” the supplying Voith entity having its registered office in England,
Scotland, or Wales and shall include all Affiliates of the Seller from time to time.
2.
TERMS OF CONTRACT AND ITEMISATION OF GOODS TO BE
SUPPLIED
2.1. The Order constitutes an offer by the Buyer to purchase the Goods inaccordance with these Conditions. The Order shall only be deemed to be
accepted when the Seller issues a written acceptance of the Order, at which
point the Contract shall come into existence. These Conditions apply to theContract to the exclusion of any other terms that the Buyer seeks to impose
or incorporate, or which are implied by trade, custom, practice or course of
dealing.
2.2. The Contract constitutes the entire agreement between the parties.
The Buyer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Seller which is not set out
in the Contract.
2.3. The Seller shall not be bound by any warranty, amendment of these
Conditions or any collateral agreement (no matter who is party thereto) unlessthe same shall have been specified in the written confirmation given by the
Seller. Any alteration, addition, or modification to the terms of the Contract
between the Seller and the Buyer thereafter shall be in writing.
2.4. The Buyer shall not be entitled to request from the Seller any parts,
items services or materials not specified in the written confirmation given by
the Seller. Any supplies of parts, items, services, or materials made by the
Seller though not so specified shall be made upon and subject to these
Conditions.
2.5. If customary trade terms are used in the Contract, then they shall beinterpreted in accordance with the “Incoterms 2020” Rules and any
subsequent amendments and modifications thereof unless otherwise
provided in these Conditions.
2.6. Any samples and dimensions, measurements, weights, capacities andother information contained in any document, illustration, drawing or
advertising material supplied by the Seller to the Buyer shall only be an
approximate guide and shall not constitute a term of the Contract or have any
contractual force nor shall the Seller represent the accuracy thereof to the
Buyer unless the Seller has declared in writing any such figures or information
to be accurate.
2.7. The Seller shall retain its property and copyright in any estimates,
documents, illustrations, and drawings supplied to the Buyer and unless the
Seller shall consent in writing the same, and any information in respect thereof,
shall not be copied, reproduced in any way whatsoever or made available toother persons. The Seller shall undertake similar obligations in respect of any
technical documents and supplied to the Seller by the Buyer which are, andare specified, to be confidential by the Buyer.
2.8. A quotation for the Goods given by the Seller shall not constitute anoffer. A quotation shall only be valid for such period as is stated in it.
3.
PRICE AND TERMS OF PAYMENT
3.1. The price of the Goods shall be the price set out in the Seller´s written
acceptance of the Order, or, if no price is quoted, the price set out in the
Seller’s published price list in force as at the date of delivery.
3.2. Unless otherwise agreed in writing the quoted price (“the Contract
price”) shall be for delivery ex-Works, inclusive of packing suitable for transport
within the United Kingdom but exclusive of Value Added Tax. Any amounts
indicated in any quote given by the Seller for transportation, insurance,storage, loading, unloading and installation shall not be binding on the Seller
who shall be reimbursed by the Buyer the actual amount paid by the Seller
therefore unless otherwise stated. The transportation of the goods F.O.B. andany special packing (e.g. for export) of the goods that may be requested by
the Buyer shall be at the Buyer’s expense.
3.3. The Seller may, by giving notice to the Buyer at any time before delivery,
increase the price of the Goods to reflect any increase in the cost of the Goods
that is due to:3.3.1. Any factor beyond the Seller’s control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, materials,
and other manufacturing costs). For the avoidance of doubt, this clause 3.3.1
3.4. shall not operate if a Contract for forward purchase of foreign currency
is entered into at the Buyer’s expense, the terms of which are acceptable to

the Seller.
3.4.1. Any request by the Buyer to change the delivery date(s), quantities ortypes of Goods ordered, or any specification; or3.4.2. Any delay caused by any instructions of the Buyer or failure of the Buyer
to give the Seller adequate or accurate information or instructions.
3.5. The Buyer shall be solely responsible for any surcharge, duty, tax, fee,or other charge imposed after the making of the Contract in respect of theimportation into the United Kingdom of any of the Goods the Buyer has
contracted to buy.
3.6. In respect of the export from the United Kingdom of any of the Goods
the Buyer has contracted to buy the Buyer shall be solely responsible for thefollowing:
3.6.1. Any taxes, duties, surcharges, fees, or other charges levied or payable
outside the United Kingdom in respect of the export thereof.
3.6.2. Any taxes, duties, surcharges, fees, or other charges imposed in the
United Kingdom after the making of the Contract in respect of the exporting
thereof.
3.6.3. Any fees or charges in respect of the production or obtaining of any
documents or certificates necessary for the purpose of exporting the Goods.
3.7. The Seller may invoice the Buyer for the Goods on or at any time after
the completion of delivery.
3.8. Unless otherwise agreed in writing, the Contract price shall be paid
within 30 days of the date of the Seller’s invoice without deduction to the bankaccount nominated in writing by the Seller. Time of payment is of theessence.
3.9. The Buyer shall not be entitled to deduct from the Contract price any
set-off or counterclaim regarding the Seller.
3.10. The Seller shall be entitled to interest in line with the Late Payment ofCommercial Debts (Interest) Act 1988 and subsequent amendments thereof
on any invoices outstanding beyond the payment terms set out in these
Conditions. The Seller reserves the right to waive any interest due in respectof any particular late payment, but such waiver shall not be deemed to be a
general waiver of the Seller’s right to interest hereunder and shall only be taken
as a waiver in relation to a specific outstanding invoice at any one time.
3.11. Unless and until the Buyer complies in full with the obligation to makepayment the Seller shall not be under any duty to perform or observe any of
the clauses of the Contract.
3.12. Any failure by the Buyer to make a payment in full due under the clausesof the Contract or if in the opinion of the Seller the financial position of theBuyer is such that there is a serious risk that the Buyer will be unable to wholly
discharge the obligation to pay the Contract price in accordance with theclauses of the Contract then the balance of the Contract price outstanding
shall become immediately payable by the Buyer upon written demand being
made by the Seller.
3.13. A Contract price quoted in a currency other than sterling may be paidin that currency but the amount payable shall be the greater of:
3.13.1. The specified Contract price; or
3.13.2. The amount of the foreign currency required at the date of payment(or the due date of payment if different and the Seller so elects) to purchasefrom the Bank of England the same amount of sterling as could have beenpurchased with the specified Contract price at the date of the quotation givenby the Seller or the making of the Contract as the Seller so elects.
4.
DELIVERY
4.1. The period in which the Goods contracted for by the Buyer shall bedelivered by the Seller shall be that period specified in the written confirmation(“the delivery period”). The delivery period shall commence at the earliest date
at which all the following provisions shall have been satisfied:
4.1.1. Written confirmation has been given by the Seller.
4.1.2. The first downpayment, if any, has been paid.
4.1.3. All commercial and technical points and details concerning the Buyer’sorder have been clarified by the Buyer to the Seller’s satisfaction.
4.1.4. All necessary documents, certificates, licences, and permits have beenobtained in respect of the Goods and (where applicable) in respect of theimportation or exportation of the Goods by the Buyer and delivered to theSeller.
4.2. The Seller shall ensure that:
4.2.1. Each delivery of the Goods is accompanied by a delivery note whichshows all the relevant Buyer and Seller reference numbers, the type andquantity of the Goods (including the code number of the Goods, whereapplicable), special storage instructions (if any) and, if the Order is being
delivered by instalments, the outstanding balance of Goods remaining to bedelivered; and4.3. If the Seller requires the Buyer to return any packaging materials to theSeller, that fact is clearly stated on the delivery note. The Buyer shall makeany such packaging materials available for collection at such times as the
Seller shall reasonably request. Returns of packaging materials shall be at the
Seller’s expense.
4.4. Unless the Seller has undertaken to deliver the Goods to the Buyer’s

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General Conditions of Sale | Turbo Businesspremises or to such other place as the Buyer shall specify, the Seller shall beentitled to elect whether to:
4.4.1. Despatch the Goods to the Buyer; or
4.4.2. Give the Buyer notice that the Goods are ready for collection from theSeller’s premises,
and whichever is applicable shall be the delivery location (“Delivery Location”).
Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
Location. For the avoidance of doubt the Seller shall be treated as having
delivered the Goods at the date that the Goods are despatched to the Buyeror that notice is given to the Buyer that the Goods are ready for collection.
Where the Seller has undertaken to deliver the Goods to the Buyer’s premises
or to such other place as the Buyer shall specify the Goods shall not be treatedas delivered until the Goods have actually arrived at such place.
4.5. The Seller may deliver all the Goods at once or by instalments as it
thinks fit. Goods delivered by instalments shall be invoiced and paid forseparately. Each instalment shall constitute a separate Contract. Any delay indelivery or defect in an instalment shall not entitle the Buyer to cancel any
other instalment.
4.6. The Seller shall not be liable for delivering all or any of the Goods or for
any failure to deliver any or all of them at all if such delay or failure shall becaused by events outside the Seller’s control (which events shall, without
prejudice to the generality of the foregoing, include the breaking of any
essential castings or foregoing, delay in the delivery or failure to delivermaterials required to produce or in the production of the Goods, breakdownof machinery or plant, war, fire, accident, terrorism, sabotage, cyberattacks,
pandemics, epidemics, labour disputes, nuclear/reactor accidents,
embargo/sanctions or similar restrictions whether affecting the Seller or any
supplier, sub-contractor, agent, carrier), provided that the Seller notifies the
Buyer of such events and in the case of a delay specifies the extension of thedelivery period required as a result of the events (which such extended period
may be further extended if and as required in accordance with this clause).
4.7. If notice is given by the Seller under clause 4.5 above stating that theGoods cannot be delivered, then the Contract shall thereby terminate without
any liability save that the Seller shall repay any sum paid by the Buyer inrespect of any undelivered Goods in the same currency as the payment was
made.
4.8. In the event that there is a delay in the delivery of all or any of the Goods
for a reason not within clause 4.5 above then the Buyer may serve a written
notice on the Seller requiring delivery within a reasonable period and in theevent that the Seller does not comply with such notice for a reason not within
4.5 above the Buyer may then terminate the Contract by written notice(provided that the first mentioned written notice specified that the Buyer
intended to act in such manner).
4.9. A termination of the Contract pursuant to clause 4.7 above shall notentitle the Buyer to return any Goods delivered prior to the termination unlessthe same cannot be used without the undelivered Goods. The Buyer shallremain liable to pay the Contract price attributable to the Goods delivered
prior to the termination and the Seller shall repay any sum paid by the Buyer
in respect of any undelivered Goods in the same currency as the payment
was made. Subject to the foregoing and clause 4.9 below in this clause theBuyer shall have no other right, claim or remedy of whatsoever nature(including any claim for damages) against the Seller who shall only be liable asherein before provided.
4.10. If it has been agreed by the Buyer and Seller in writing that this Clauseshall operate as part of the Contract, then as an alternative remedy to the rightto terminate the Contract under clauses 4.7 and 4.8 above the Buyer may
claim compensation (which shall be deemed to be liquidated damages) fromthe Seller if delivery of all or any of the Goods is delayed for a reason not withinclause 4.5 above provided that such delay has actually caused the Buyer loss.
Such compensation shall be calculated at the rate for each full week of delayof 0.5% of the Contract price attributable to the undelivered Goods and those
Goods that have been delivered but cannot be used without the undelivered
Goods provided that the aggregate amount of compensation payable shallnot exceed 5% of the Contract price attributable to the aforesaid Goods. It isagreed between the parties that a payment under this clause shall satisfy infull any claim by the Buyer against the Seller in respect of delay in delivery, isa fair and adequate remedy in light of the commercial expectations of theparties and the Buyer shall not have any other remedy in respect thereof and,in particular, shall not be entitled to terminate the Contract.
4.11. The Buyer shall be liable to pay storage charges to the Seller in respectof any Goods not collected on the expiry of 2 months from the giving of noticeof readiness for collection to the Buyer unless the Seller shall be in breach of
its obligations under the Contract in respect of these Goods. Such charges
shall be as the Seller considers reasonable and shall not be less than 0.5%of the Contract price attributable to such Goods for each month after such
expiry.
4.12. In the event that the Buyer has failed to collect all or any of the Goodson the expiry of 3 months from the giving of notice of readiness for collection
to the Buyer then the Seller shall be entitled to sell the Goods to any otherperson or to otherwise deal with or use the same as it considers fit upon giving
7 days’ notice thereof to the Buyer and in such a case the delivery period for
the Contract shall be calculated from the expiry of the said 7 day notice.
4.13. The Seller shall not be bound to deliver any Goods during such time as
the Buyer is in breach of any clauses of the Contract relating to the Goods(including payment of any part of the Contract price) or any other contract
entered with the Seller and any such period shall be disregarded for the
purpose of determining the delivery period.
4.14. The Seller shall insure the Goods at the Buyer’s cost if the Buyer sorequests.
4.15. If the Buyer requires proof of delivery of the Goods, then a request forsuch proof must be made to the Seller in writing within 14 days of the date ofdelivery.
5.
PASSING OF RISK
5.1. The Goods shall be at the Buyer’s risk from the earlier of:
5.1.1. The time of their despatch from the works from which the Goods areto be delivered to the Buyer (whether of the Seller or that of any supplier, agent
or sub-contractor or any other person), or
5.1.2. The expiry of 14 days from the giving of notice of readiness of despatch
to the Buyer provided that during the said 14 days period the Seller shall nothave been in breach of these Conditions in failing to despatch the Goods.
5.1.3. The provisions of clause 5.1 above shall apply notwithstanding:
5.1.4. That Goods despatched or ready to be despatched are part only of theGoods the subject of the Contract, or
5.1.5. That the Seller has accepted obligations in respect of the Goods
continuing after their despatch or being made ready for despatch (such as
supervising or carrying out the installation of the Goods), or
5.2. Any contrary provision in the Incoterms 2020 Rules
5.3. Clause 5.1 will not apply if the Seller has undertaken to be responsible
for the actual delivery of the Goods to the Buyer’s premises or to such otherplace as the Buyer specifies (“Delivery Location”) and in such event the Goods
shall remain at the Seller’s risk until the Goods arrival at the Delivery Location.
6.
RESERVATION OF PROPERTY
6.1. Property in the Goods will not pass to the Buyer until such time as the
Buyer shall have discharged in full all the obligations imposed on the Buyer by
the Contract (including, in particular, payment of the full Contract price and allother sums due to the Seller under the clauses of the Contract) in cleared
funds and paid all sums due to the Seller from the Buyer howsoever arising incleared funds.
6.1.1. Until such time as the property in any Goods delivered to the Buyer
shall pass the Buyer shall not without the written consent of the Seller store
such Goods in such a manner that the Goods cease to be identifiable as theGoods of the Seller.
6.1.2. Use such Goods for any purposes whatsoever.
6.1.3. Deal in any way whatsoever with such Goods so as to create any rightor interest in or over the same.
6.1.4. In the case of the Goods being delivered to the Buyer in any part of theUnited Kingdom shall not move the same outside the United Kingdom.
6.1.5. Remove, deface or obscure any identifying mark or packaging on or
relating to the Goods.
and the Buyer shall:
6.1.6. Maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery.
6.1.7. Notify the Seller immediately if it becomes subject to any of the events
listed in clause 12.1; and6.1.8. Give the Supplier such information relating to the Goods as the Supplier
may require from time to time.
6.2. If the Seller terminates the Contract pursuant to clause 12 below theBuyer shall immediately return the Goods delivered to the Buyer pursuant to
the Contract in which the property has not passed to the Buyer.
6.3. Without prejudice to clause 6.3 above if any sum is due from the Buyer
to the Seller and unpaid then the Seller shall be entitled to require the returnof any Goods delivered to the Buyer in which the property has not passed to
the Buyer and shall be entitled to sell the same (whether or not the Goods
have been redelivered by the Buyer) provided that the Seller shall only sellsuch Goods as are necessary to ensure that the sums then due from the
Buyer to the Seller together with the cost of selling such Goods are satisfied
from the sale price. If after such satisfaction a balance of the sale priceremains this shall be paid to the Buyer.
6.4. In the event that the Seller gives its written consent to any Goods
delivered by the Seller in which property has not passed to the Buyer being
used in such a way that such Goods form part of, or become a constituent ofa larger object or are mixed in any way whatsoever with other goods then solong as such Goods are delivered by the Seller can be removed and arecapable of having a separate identity, property therein shall not pass to the
Buyer and upon any sale which shall not be made without the consent of theSeller of the larger object or mixture the Buyer shall act as the agent of theVoith General Conditions of Sale | United Kingdom | Turbo Business | Version 03/2024

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General Conditions of Sale | Turbo BusinessSeller in respect of such Goods delivered by the Seller and shall account to
the Seller for that part of the sale price which is attributable to such Goods(which shall be the Contract price for such Goods).
6.5. Until property in the Goods passes to the Buyer the Goods shall beheld by the Buyer in a fiduciary capacity for the Seller, and the Buyer shallnotify the Seller of any intended dealings with or use of the same or any
intended change in the storage thereof (which the Seller may prohibit at any
time within 7 days of such notice).
6.6. A sale by the Buyer of any Goods delivered by the Seller in which theproperty has not passed to the Buyer shall not affect the sums due to theSeller from the Buyer save to the extent that the sale price is applied indischarging the liability to pay such sums.
6.7. If any Goods are delivered to the Buyer elsewhere than in the United
Kingdom and the law of the country or jurisdiction in which they are delivered
does not recognise the reservation of property by the Seller but under suchlaw the Seller is entitled to reserve such other rights in the Goods to protect
its position then the Seller shall be entitled to exercise such rights and theBuyer shall be bound to take all such steps as are necessary and requestedby the Seller to ensure such rights can be exercised by the Seller.
6.8. Without limiting any other right or remedy the Seller may have, if theBuyer fails to deliver up the Goods when required to do so, the Seller may
enter any premises of the Buyer or of any third party where the Goods are
stored in order to recover them.
7.
NOTIFICATION OF DEFECTS
7.1. Without prejudice to the rights and remedies of the Buyer under clause
8 below the Buyer shall not be entitled to refuse acceptance of any of theGoods by reason of a minor defect which does not prevent the use of theGood or Goods.
7.2. The Buyer shall inspect the Goods immediately on receipt thereof andshall within 14 days from the receipt of the Goods give written notice of any
matter or thing by reason whereof it is alleged the Goods are not inaccordance with the Contract save that any defect which could notreasonably be discovered by an inspection shall be notified in writing to theSeller within 14 days of the date on which it was discovered or oughtreasonably to have been discovered if earlier.
7.3. If the Buyer fails to give written notice in accordance with clause 7.2
above then the Goods shall be deemed to be in all respects in accordancewith the Contract and the Buyer shall be bound to accept and pay for thesame accordingly.
7.4. Notice under this Clause must be given to the Seller and no agent orsales office of the Seller is authorised to receive such notice on behalf of theSeller.
8.
LIABILITY OF SELLER IN RESEPCT OF DEFECTS
8.1. The liability of the Seller in respect of defects in the Goods (including
the failure of the goods to fulfil the written warranties given by the Seller) shallbe as provided in these Conditions which shall apply in place of and to the
exclusion of any statutory or other rights or claims which would otherwise exist(save to the extent that such rights and claims cannot be excluded byagreement).
8.2. The Seller shall only be liable for any defects caused by reason of theuse of defective materials or by reason of defective workmanship for which
the Seller is responsible in respect of which notice has been given pursuant
to clause 7 above and a claim made within the relevant guarantee period (ashereinafter defined).
8.3. The Seller shall not be liable for any defect caused by:
8.3.1. Unsuitable or improper use of Goods.
8.3.2. Incorrect assembly, installation or operation of the Goods by any
person other than one acting on behalf of the Seller (including failure to comply
with any instructions or directives given by the Seller in respect thereof);
8.3.3. Fair wear and tear.
8.3.4. Handling of the Goods without due care and attention by any person
other than an agent or servant of the Seller.
8.3.5. By any materials, design, products, or information supplied by the
Buyer or any person other than one acting on behalf of the Seller or by any
steps requested by the Buyer or any person acting on behalf of the Buyer.
8.3.6. Corrosion (e.g. through halogens), chemical, electro-Chemical orelectrical influences thereon;
8.3.7. The Buyer making any further use of the Goods after giving notice inaccordance with clause 7.
8.3.8. If the Buyer intends to export or transfer the Goods to the RussianFederation or any country or territory against which the United Nations, theEuropean Union (EU), the United States of America or the country in which
the Seller has his principle place of business (“Seller’s Country”) has imposed
or implemented an embargo or any other export or re-export restrictions or
intends to use the Goods in such country or territory, the Buyer shall notify the
Seller of the same in writing before the Contract between the Seller and theBuyer is entered into. If the Buyer adopts such an intention after the Contract

is entered into, such export, transfer or use shall be subject to the Seller's
prior written approval. Notwithstanding anything to the foregoing, the Buyer
represents and warrants that it will comply with all applicable export control
regulations and with EU, UN and Seller’s Country’s export control regulations
including embargoes and other sanctions. If the Goods is resold by the Buyer,
the Buyer shall (i) enter into agreements to ensure that the obligations set forthin this clause are transferred through to the entire delivery chain and to thefinal customer ultimately holding the Goods, and (ii) reasonably monitor thecompliance. In the event of a violation of the obligations set forth in this clause
8.3.8, the Seller shall be entitled to terminate the Contract with immediate
effect and to claim damages and indemnification.
8.4. In respect of the Goods manufactured by someone other than the
Seller the Buyer shall only have the same rights as against the Seller (save forsuch statutory rights as cannot be excluded by agreement) as the Seller has
against the person from whom the Seller purchased the Goods and if such
Goods shall have a defect the Seller shall assign such rights to the Buyer. The
Buyer shall only be entitled to enforce its rights against the Seller under thisclause if the Buyer shall first have enforced the assigned rights against theperson from whom the Seller purchased the Goods by obtaining, if necessary,
judgment and enforcing such judgment. The liability of the Seller shall belimited to the extent to which the person from whom the Seller purchased theGoods does not discharge the liability imposed by the agreement between
that person and the Seller.
8.5. No liability shall arise in respect of any structural drawings or erectionplans supplied by the Seller save that the Seller guarantees the accuracy ofthe measurements therein.
8.6. Following notification of the defect to the Seller a reasonable period
shall be allowed by the Buyer to the Seller in which the Seller shall be given
the opportunity to investigate the causes of the defect and to examine thedefective part. And such inspection shall take place at the Seller’s premises
if the Seller so requires in which case the Buyer shall be responsible fordelivering the defective part to such premises. If the Buyer fails to allow suchan opportunity to the Seller, then the Seller shall cease to be liable in any way
whatsoever for the defect.
8.7. The Seller shall be entitled at its option to repair or replace any defective
part of the Goods for which the Seller is liable such option to be exercised
after an investigation and examination pursuant to clause 8.6 above.
8.8. If the Seller shall exercise the option contained in clause 8.7 above infavour of repairing the defective part the Seller may require the Buyer to deliver
the defective part to the Seller’s works for repair.
8.9. In those cases where it is not practical to return the defective part to
the Seller’s works to be repaired the Seller shall send an engineer or engineers(as is appropriate in the circumstances) to repair the defective part but in sucha case the Buyer shall be responsible:
8.9.1. for removing the Goods supplied by the Seller which requires repair
from any vehicle, assembly, plant, or larger unit in which it has been installedso as to enable the same to be repaired.
8.9.2. Providing all such personnel (other than qualified engineers) andequipment as shall be required to assist to carry out the repairs; and8.9.3. If the repairs shall be carried out at a place outside the United Kingdom
for the living and travel expenses outside the United Kingdom of the engineer
or engineers sent by the Seller.
8.10. The Seller’s liability for any defective part shall cease if:
8.10.1. The Buyer shall not have paid in full all invoices for Goods suppliedby the Seller.
8.10.2. The Buyer shall be in breach of any obligation owed to the Seller
under the Contract or otherwise.
8.10.3. The Seller’s representatives are denied full and free right of access tothe defective Goods.
8.10.4. The Buyer permits persons other than the Seller or those approved
or authorised by the Seller to effect any replacement of parts or repairs to theGoods;
8.10.5. The Buyer has not properly maintained the Goods in accordancewith instructions, pamphlets or directions given or issued by the Seller fromtime to time.
8.10.6. The Buyer uses any spare parts or replacements not manufactured
by or on behalf of the Seller and supplied by it or fails to follow the Seller’s
instructions for the use of same.
8.10.7. The Goods differ from their description, or any specification provided
by the Buyer as a result of changes made to ensure they comply withapplicable statutory or regulatory requirements.
8.11. The Buyer shall be entitled to have repairs or adjustments carried out
by persons other than those authorised by the Seller to Goods supplied by
the Seller if such repairs or adjustments shall be required urgently to ensure
the safety of the persons using the Goods. The Seller shall not be liable forany defect in the Goods resulting from such repairs or adjustments carriedout by such third parties.
8.12. In the event that the Seller shall fail to repair or replace any defective
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General Conditions of Sale | Turbo Businessthe Buyer of the defect then the Buyer may serve notice on the Seller requiring
the replacement or repair of the defective Good within a specified time (whichtime shall be a reasonable period) and if the Seller fails to comply with such
notice the Buyer may have the replacement or repair carried out by someother person and shall be entitled to recover the cost thereof from the Seller
subject to the deduction therefrom of any amount attributable to a matter forwhich the Buyer is responsible under clause 8.9 above.
8.13. The Seller will be responsible for any Goods or part thereof repaired or
replaced by it pursuant to this Clause in the same way as if those Goods orpart had been originally delivered in such a state to the Buyer save that the
warranty period provided for in clause 9 in respect thereof shall run from thedate of the original delivery of the repaired or replaced Goods and not fromthe date of replacement or repair but the duration of the warranty period will
be extended by the time that it took for the Goods to be repaired or replaced.
These Conditions shall apply to any repaired or replacement Goods suppliedby the Seller.
8.14. To determining the performance and qualities of the Goods sold by the
Seller the results obtained from tests carried out on the Seller’s test equipment
shall be conclusive and binding on the Buyer.
8.15. Except as provided for in clause 8, the Seller shall have no liability to
the Buyer in respect of the Goods’ failure to comply with the warranty set out
in clause 9.

11.1.3. If there is a defect in any Goods delivered which is not capable ofbeing repaired or replaced or the Seller fails to repair or replace any defective
Goods after the Buyer has given notice under clause 8.12 within the time
therein specified and the cost to the Buyer repairing or replacing such
defective Goods is out of proportion to the benefit thereby gained by the
Buyer.
11.2. The exercise by the Buyer of the right to terminate the Contract shallbe in lieu of and exclude any further or other rights, claims or remedies against
the Seller (including any claim for compensation or the reduction of thepurchase price) save that the Buyer shall be entitled to recover from the Seller
any payments made prior to the termination insofar as the payments do not
relate to any Goods retained by the Buyer or any other benefit provided by
the Seller pursuant to the Contract. Such payments shall be recovered in thecurrency in which they were made.
11.3. Upon termination of the Contract pursuant to this Clause the Buyer
shall be required to return to the Seller any Goods previously delivered under
the Contract or to pay the Seller for any retained.

12. SELLER’S RIGHT TO TERMINATE CONTRACT
12.1. The Seller shall be entitled to terminate the Contract and any othercontract between the Buyer and the Seller without incurring liability to the
Buyer upon the giving of 28 days’ notice to the Buyer if the Buyer shall makedefault in or commit any breach of its obligations under the Contract.
12.2. If the Buyer becomes subject to any of the events in clause 12.2
9.
WARRANTY
9.1. Subject to the following provisions, the Seller warrants that the Goods (“Insolvency Event”), or the Seller reasonably believes that the Buyer is about
will correspond with their specification at the time of delivery and will be free to become subject to any of them and notifies the Buyer accordingly, then,from defects in material and workmanship for the specified warranty period without limiting any other right or remedy available to the Seller, the Seller may
and subject to restrictions detailed in the order confirmation, beginning on the cancel or suspend all further deliveries under the Contract or under any othercontract between the Buyer and the Seller without incurring any liability to theearlier of:
Buyer, and all outstanding sums in respect of Goods delivered to the Buyer
9.1.1. The date of dispatch by the Seller; orshall immediately become due where:
9.1.2. The date of the invoice to the Buyer.
9.2. The warranty period will be 12 months unless otherwise detailed in the 12.2.1. Any distress or execution shall be levied upon the Buyer its property
or assets.
order confirmation or agreed by the Seller in writing.
9.3. The above warranty is given by the Seller subject to the following 12.2.2. The Buyer shall make or offer to make any arrangements orcomposition with creditors or commit any act of bankruptcy, or if any petition
provisions:9.3.1. The Seller shall be under no liability in respect of any defect arising from or receiving order in bankruptcy shall be presented or make against him, or if
fair wear and tear, wilful damage, negligence, abnormal working conditions, the Buyer shall be a limited company and any resolution or petition to wind up
failure to follow the Seller’s instructions, misuse or alteration or repair of the such company’s business shall be passed or presented otherwise than forreconstruction or amalgamation or if a receiver of such company’s
Goods without the Seller’s approval.
9.3.2. The Seller shall be under no liability under the above warranty if the total undertaking, property or assets or any part thereof shall be appointed.
12.2.3. The financial position of the Buyer is or becomes such that the Seller
price for the Goods has not been paid by the due date for payment.
9.3.3. The above warranty does not extend to parts, materials or equipment reasonably believes there is a risk that the Buyer will default in the performancenot manufactured by the Seller in respect of which the Buyer shall only be of its obligations under the Contract.
entitled to the benefit of any such warranty as is given by the manufacturer to 12.3. The termination of the Contract pursuant to this Clause shall be without
prejudice to any claim or right against the Buyer if the termination shall be due
the Seller.
9.3.4. The Seller shall be under no liability where any defect arises due to the to any default or breach by the Buyer then the Buyer shall remain liable to pay
Goods differing from their description or any specification provided by the the full Contract price.
Buyer as a result of changes made to ensure they comply with applicable 12.4. Instead of terminating the Contract by reason of any default or breachon the part of the Buyer or where the Buyer becomes, or the Seller reasonably
statutory or regulatory requirements.
9.4. The Seller shall be under no liability where the Buyer makes any further believes the Buyer is about to become subject to any of the Insolvency Eventsuse of the Goods after giving notice in accordance with clause 7. The in 12.2, the Seller may treat its obligations hereunder (including its obligations
foregoing warranties are in lieu of all other expressed and implied warranties to deliver Goods) as being suspended until such time as the default or breach(except title), including without limitation the implied warranties of satisfactory is made good by the Buyer or the Insolvency Event has ceased. Any exerciseof this right shall be without prejudice to the right of the Seller to subsequently
quality and fitness for a particular purpose.
9.5. Seller’s liability with respect to breaches of warranty shall be limited as terminate the Contract.
provided in the warranty section above. The parties agree that the remedies 12.5. The right of termination herein contained, and its exercise shall notprovided in the warranty clause above constitute fair and adequate remedies affect or prejudice the operation of clause 6 above.
in light of the commercial expectations of the parties and the risks between
13. FORCE MAJEURE
them.
13.1 In the event of war, invasion, act of foreign enemy, hostilities (whether
war has been declared or not), civil war, rebellion, revolution, cyberattacks,
10. SPARE PARTS AND USED MACHINERY
epidemics,
pandemics,
nuclear/reactor
accidents,
10.1. The sale of spare parts shall be governed by these Clauses save that insurrection,
the guarantee period shall be (subject to clause 8.13 above) 6 months from embargo/sanctions or similar restrictions, labour disputes shortage of raw
materials, materials, components and means of transport, military or usurped
the date of the passing of risk therein to the Buyer.
10.2. The guarantee period for used machinery of any nature shall be 6 power or any occurrence outside the control of the Seller which so alters themonths from the date of delivery of same and in respect of the conversion of financial position of the Seller that it cannot reasonably continue with themachinery manufactured by someone other than the Seller the guarantee Contract or any occurrence outside the control of the Seller makes it
period shall be 6 months from the completion of the conversion and the Seller impossible for the Contract to be fully performed by both parties then theshall only be liable for the parts supplied by the Seller in carrying out such Seller shall (subject to clause 4.5) above be relieved of all liabilities andobligations incurred under this Contract of whatsoever nature and to theconversion.
extent to which the fulfilment of such obligations is prevented, frustrated or
impeded as a consequence of any such event or by any statute, rules,
11. BUYER’S RIGHTS TO TERMINATE CONTRACT
11.1. The Buyer shall be entitled to terminate the Contract upon the giving of regulations, orders or requisitions issued by any government, department,
council or other duly constituted authority or from strikes, lock outs,
28 days’ written notice to the Seller in the following circumstances only:
11.1.1. If the Contract has become incapable of performance due to an act breakdown of plant or any other causes (whether or not of a like nature)or omission of the Seller but if notwithstanding this the Seller is able to partially beyond the Seller’s control.
perform the Contract, then the Buyer shall only be entitled to terminate the 13.2 If circumstances which became the basis of the Contract havesignificantly changed since the Contract was entered into and if the parties
Contract if such partial performance is of no benefit to the Buyer.
would not have entered into the Contract or would have entered into it with
11.1.2. If clause 4.6 above applies.
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General Conditions of Sale | Turbo Business
different contents if they had foreseen this change, adaptation of the Contract
may be demanded to the extent that, taking account of all the circumstancesof the specific case, in particular the contractual or statutory distribution ofrisk, one of the parties cannot reasonably be expected to uphold the Contract
without alteration.
13.3 It is equivalent to a change of circumstances if material conceptions
that have become the basis of the Contract are found to be incorrect.
13.4 If adaptation of the Contract is not possible or one party cannot
reasonably be expected to accept it, the disadvantaged party may terminate
the Contract in writing with immediate effect.
13.5 In case of any changes in applicable export clearance requirements or
new export clearance regulations shall come into force since the date of theconclusion of the Contract with the effect of an increase of costs or expenses,
the Buyer shall be obliged to bear such additional costs and expenses.
14. LIMITATION OF LIABILITY
14.1. Nuclear Event Indemnity
14.1.1. The Buyer agrees to indemnify and hold harmless the Seller and theSeller Representatives from and against any claim (including any third party
claim whatsoever and any environmental damage claim), liabilities, costs,
expenses, losses and damages whatsoever suffered or incurred by the Seller
or any Seller Representative in direct or indirect connection with any Nuclear
Event however such event is caused including where the Nuclear Event iscaused by the contributory or sole and exclusive negligence, breach ofcontract or statutory duty or strict liability of the Seller and/or Seller’sRepresentatives and irrespective of the legal basis.
14.1.2. The Buyer has accepted this indemnity on the basis that the Seller
has priced its goods and services assuming this indemnity is present, and theSeller is unable to obtain insurance in respect of losses arising from a Nuclear
Event at a commercially viable price or at all.
14.1.3. This clause 14.1 takes precedence over all other clauses in thisContract. Nothing in this Contract shall limit or exclude in any way whatsoever
the Buyer’s liability under clause 14.1.
14.1.4. Background to the limits and exclusions on the Seller’s liability The
Seller is unable to obtain insurance in respect of losses arising from a Nuclear
Event at a commercially viable price or at all.
14.2. The rights and remedies expressly conferred on the Buyer under theterms of this Contract shall (so far as is permitted) be in lieu of and exclude anyother rights, claims and remedies of whatsoever nature against the Seller or
any servant or agent of the Seller.
14.3. Except in respect of death or personal injury caused by the Seller’s
negligence the Seller shall not be liable to the Buyer for reason of any
representation (unless fraudulent), or any implied warranty, condition or otherterm, or any duty at common law, or under the express terms of the Contract,whether in contract, tort (including negligence), breach of statutory duty, orotherwise, for loss of profit or for any indirect, special or consequential loss ordamage, costs, expenses or other claims of compensation whatsoever(whether caused by the negligence of the Seller, its employees agents orotherwise) which arise out of or in connection with the supply of the Goods(including any delay in supplying or any failure to supply the Goods inaccordance with the Contract at all) or their use or resale by the Buyer andthe entire liability of the Seller under or in connection with the Contract shallnot exceed the price of the Goods except as previously provided in these
Conditions.

15.6. The Buyer shall indemnify the Seller against all liabilities, costs,
expenses, damages and losses (including any direct, indirect of consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal andother reasonable professional costs and expenses) suffered or incurred by the
Seller in connection with any claim made against the Seller for actual or alleged
infringement of a third party’s intellectual property rights arising out of or inconnection with the Seller’s use of any specification provided by the Buyer.
The Clause shall survive termination of the Contract.
15.7. Any notice required to be given pursuant to the Contract shall be inwriting and shall be delivered personally, or by commercial courier, or by
prepaid post (by airmail post if to be an address outside the country of posting)to the relevant party at its registered office (if it is a company) or its principal
place of business (in any other case) or any other address as either party
notifies to the other from time to time. Any notice given according to the above
procedure shall be deemed to have been given at the time of delivery (ifdelivered by hand), on the date and at the time of signature of the courier’s
delivery receipt (if sent by commercial courier), or 5 business days after posting(if sent by prepaid post).
15.8. A waiver of any right or remedy under the Contract is only effective if
given in writing and shall not be deemed a waiver of any subsequent breachor default. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it preclude or restrict the further exercise ofthat or any other right or remedy. No single or partial exercise of such right orremedy shall preclude or restrict the further exercise of that or any other rightor remedy.
15.9. A person who is not a party to the Contract shall not have any rights
under or in connection with it.
15.10. The Buyer acknowledges that save for any intellectual property rightsof the Buyer in any specification provided by the Buyer to the Seller, the Seller
is the legal and beneficial owner (or licensee) of the intellectual property rights
in the Goods and that no rights are granted to the Buyer in respect of theGoods other than for the use of the Goods in accordance with these
Conditions.

15. GENERAL PROVISIONS
15.1. The Contract, and any dispute or claim arising out of or in connection
with it or its subject matter or formation (including non-contractual disputes orclaims), shall be governed by, and construed in accordance with, English law,and the parties irrevocably submit to the exclusive jurisdiction of the courts ofEngland and Wales. The Uniform Law on the Formation of Contracts for theInternational Sale of Goods shall not be applicable in this context.
15.2. The Buyer shall not without the written consent of the Seller assign its
rights or the benefit of the Contract to any other person.
15.3. If any court or competent authority finds that any clause of the Contract(or part of any clause) is invalid, illegal, or unenforceable, that clause or partclause shall, to the extent required, be deemed to be deleted, and the validity
and enforceability of the other clauses of the Contract shall not be affected. If
any invalid, unenforceable or illegal clause of the Contract would be valid,
enforceable, and legal if some part of it were deleted, the clause shall apply
with the minimum modification necessary to make it legal, valid, andenforceable.
15.4. The instructions and directions concerning the erection or installationof Goods delivered by the Seller contained in the Directives for Erection andInstallation Work of the Seller or the Manufacturer of those Goods if not the
Seller shall apply and be treated as terms of the Contract as if the same wereexpressly incorporated herein.
15.5. All rights and remedies relating to Goods sold by the Seller to the Buyer
shall be governed by these Conditions and in particular clauses 7 to 12.
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