USED CONTAINERS TERMS AND CONDITIONS
1. Delivery.All containers subject to this invoice (the “Containers”) are sold “AS IS, WHERE IS”, for use in international trade. SELLER shall have no liability whatsoever for loss or damage due to late delivery or non-delivery of the Containers. Furthermore, in the event that SELLER’s performance of this sale is, in whole or in part, prevented or hindered by any cause whatsoever, SELLER shall have the right to cancel, without liability on its part, the entire or any portion or portions of this order so effected.
2. DISCLAIMER OF WARRANTIES.BUYER IS AWARE THAT ALL CONTAINERS ARE USED AND ARE SOLD “AS IS”. SELLER DISCLAIMS, AND BUYER WAIVES AND RELEASES SELLER FROM, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (A) THE DESIGN, CONDITION, AVAILABILITY, OPERATION, MERCHANTABILITY OF THE CONTAINERS OR FITNESS OF THE CONTAINERS FOR ANY PARTICULAR USE OR PURPOSE OF BUYER OR ANY OTHER USE OR PURPOSE; AND (B) THE CONFORMITY OF THE CONTAINERS TO THE SPECIFICATIONS REQUIRED BY ANY COUNTRY OR SUBDIVISION WITHIN WHICH THE CONTAINERS MAY BE USED. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY THE CONTAINERS, OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THERIN, OR BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH WHETHER ARISING IN STRICT LIABILITY OR OTHERWISE.
3. Taxes/Domestication.BUYER agrees to assume exclusive liability for and to pay, indemnify and hold SELLER harmless from all sales or use taxes, transfer, title and registration fees, Value-added Taxes (VAT), domestication, personal property taxes or other taxes, tolls, levies, imposts, duties or governmental charges imposed in connection with the sale, delivery, import and/or domestication of the Containers, or any services
rendered by SELLER in connection with this invoice, including any penalties, fines or interest thereon. If BUYER chooses to import Containers in order to convert them to domestic use, BUYER shall do so entirely at BUYER s cost any by declaration to the appropriate customs and/or tax authorities.
4. CONSEQUENTIAL DAMAGES.UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE HEREUNDER FOR ANY LOST PROFITS OR FOR SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Remedies.The remedies reserved to SELLER herein shall be cumulative and in addition to any other or further remedies provided by law.
6. Waiver.SELLER’s failure to insist on performance of any of the terms of this invoice, or SELLER’s waiver of any breach, shall not act as a waiver of any other term or condition or any subsequent breach.
7. Assignment.BUYER may not assign any of its rights or obligations herein without SELLER’s prior written consent, which consent may be withheld for any reason.
8. Governing Law/Jurisdiction.This sale and the terms thereof shall be governed by and construed in accordance with the laws of Istanbul/Turkey. SELLER and BUYER each hereby agree that (i) any claim or controversy, directly or indirectly arising out of or relating to this sale, may be litigated in the courts of Istanbul/Turkey and (ii) consent to be subject to the juristiction of such courts.
9. Entire Agreement.It is understood that this invoice embodies the complete undestanding of BUYER and SELLER relative to this sale and that the terms and conditions of this invoice may not be revised or modified in any way except by a written instruction specifically purporting to do so, signed by BUYER and SELLER.
10. Markings and ID Plates.BUYER, at its cost, will remove all existing ownership markings and identification plates (including container prefix and identifying number) from the Containers upon release of the Containers to BUYER.
11. Title.SELLER hereby agrees to transfer to the BUYER the title to the Containers, on receipt of payment in full of SELLER’s invoice.