Equippo AG / V004 last updated: 9th of June, 2020

 

 

Listing Terms & Conditions

  1. 1. Scope of Application

These Listing Terms & Conditions (“Listing Terms & Conditions”) shall apply to and govern the relationship between you (“Seller”) and Equippo AG, Baarerstrasse 141, 6300 Zug, Switzerland (“Equippo”, together with the Seller the “Parties”) as the Seller’s Undisclosed Sales Agent, appointed by Seller by oral, written or other agreement, to from time to time sell and promote used equipment owned by the Seller (each and collectively “Equipment”, as applicable) in accordance with the provisions contained herein (“Services”).

As part the Services provided by Equippo, the Seller can list Equipment on Equippo’s electronic platform, which is designed as a virtual marketplace for the sale of industrial equipment to buyers in various countries around the world, and accessible via the following link: www.equippo.com (the “Marketplace”, and the “Website”, as applicable), in accordance with the listing rocedure set out in section 2.2 (“Listing”, “List” or “Listed, as the context may require).

These Listing Terms & Conditions apply in addition to Equippo’s general terms and conditions for the use of the Website, accessible via the following link: http://www.equippo.com/en/content/website_terms_conditions (“Website Terms & Conditions”). In the event of discrepancies between the Website Terms & Conditions and the Listing Terms & Conditions, the latter shall prevail.

  1. 2. Sales, Listing and Orders
    • 2.1. Sale as Undisclosed Agent
  1. 3. Sales Commission
    • 3.1. Definitions

Where any Listed Equipment is sold via the Marketplace, Equippo is entitled to a sales commission (“Sales Commission”) of:

  1. 4. Payment of Invoices
    • 4.1. Payment of Buyer Payment; Provision of Security

Equippo will pay the Selling Price to the Seller within five (5) Business Days of Equippo’s receipt and acceptance of the applicable Invoice, subject to the remaining terms of the Listing Terms &

Conditions, by wire transfer to the Seller’s bank account, for which the Seller shall provide Equippo the details via email or in its invoice.

All transactions under this Agreement shall be conducted in Euro, unless a different currency is agreed between the Seller and Equippo in the Listing Proposal and acceptance process.

The Seller hereby grants a power of attorney to Equippo in its capacity as the Seller’s Undisclosed Sales Agent for the limited purpose of appointing a customs broker for export of the Equipment; executing all related export documents; entering into sales contracts with any Buyer; transferring ownership and possession of the Sold Equipment to the Buyer, collecting the Buyer Payment from the Buyer and self-billing of the Selling Price – as necessary to perform its duties under the Listing Terms & Conditions; or enable the Seller to perform its duties contained herein.

Ownership of any Sold Equipment shall transfer directly from the Seller to the Buyer at the point when Equippo receives the applicable Buyer Payment or Security from the Buyer; and all risk of loss relating to any Sold Equipment shall pass directly from the Seller to the Buyer the moment the Seller has carried out all of the Seller’s delivery obligations under a specific Offer Notice (that has been accepted), Order Notice or Buy Now Notice (as applicable). In case Equippo conducts a sale under different terms regarding Risk of Loss, for example under standard Incoterms, Equippo assumes the Risk of Loss until it has passed to the Buyer.

The Seller hereby represents, warrants and guarantees in the sense of an independent guarantee pursuant article 111 of the Swiss Code of Obligations to Equippo, that the statements under section 5

are true, correct and accurate in all respects for the term of the Listing Terms & Conditions, unless specifically stated otherwise in the Listing Proposal:

The Seller shall:

The Seller (the “Indemnifying Party”) shall indemnify, defend, and hold harmless Equippo (the “Indemnified Party”), its employees, officers and contractors against any and all third party claims or demands for damages, liabilities, losses, actions and/or suits, including reasonable attorney’s fees and court or arbitration costs (hereinafter referred to as “Losses”) arising directly or indirectly as a result of the Seller’s breach of a provision of the Listing Terms & Conditions or breach of a warranty by the Seller given herein, except to the extent that any such Losses are directly caused by the gross negligence or intentional misconduct of Equippo.

The Seller agrees not to contact, not accept any contact from, and to inform Equippo of any contact made by a prospective Buyer or a Buyer (each a “Contact”) identified and/or introduced (as applicable) by Equippo via the Marketplace, and shall refrain from taking any action that directly or indirectly leads to a sale to the Contact off the Marketplace without the prior written approval of Equippo (to be provided in its absolute discretion).

Equippo reserves the right to amend the Listing Terms & Conditions at any time with effect for any future Listing.

Neither Party shall be entitled to assign or transfer any rights resulting from a binding contract among the Parties or any of the rights or obligations thereunder to any third­party without the prior written consent of each other Party. Transfers or assignments in accordance with the Listing Terms & Conditions shall remain reserved.

If any part or provision of the Listing Terms & Conditions shall be held to be invalid or unenforceable, the other provisions of the Listing Terms & Conditions shall nonetheless remain valid. In this case, the invalid or unenforceable provision shall be replaced (by court order, as the case may be) by a substitute provision that best reflects the intentions of the invalid or unenforceable provision without being unenforceable. The same shall apply in case of any gap in the Listing Terms & Conditions.

The relationship between the Parties and/or the Listing Terms & Conditions shall be governed by substantive Swiss law (to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980).

Any dispute arising out of or in connection with the relationship between the Seller and Equippo and/or the Listing Terms & Conditions shall be exclusively referred to the courts competent for the city of Zug, Switzerland.

The Listing Terms & Conditions may be translated into other languages; the English version however shall be the superseding and sole legally binding language version.