Terms of Sale

Standard Conditions of Sale and Terms of Delivery of Advanced Material Handling

I. General Conditions

1. Scope of Application
   These Standard Conditions of Sale and Terms of Delivery (referred to as “Terms of Delivery”) apply exclusively to all goods and services provided by Advanced Material Handling. They are an integral part of every contract we enter into with our customers (referred to as “Purchaser”) concerning our products and services.
2. Exclusivity of Terms
   Our Terms of Delivery apply exclusively. Any differing, conflicting, or additional terms presented by the Purchaser will only become part of the contract if we have expressly agreed to them in writing. This also holds true if we carry out delivery without reservation, even when aware of the Purchaser’s terms that may deviate from or conflict with our own.
3. Future Transactions
   Our Terms of Delivery also apply to all future transactions with the Purchaser, even if not explicitly agreed upon at the time of each transaction.
4. Written Communication Requirement
   All relevant communications or notifications from the Purchaser following the conclusion of the contract (e.g., setting deadlines, reporting defects, cancellations, or claims for price reductions) must be submitted in writing to be considered valid. Written communication includes fax transmission. Transmission via email or other telecommunication means will only be deemed valid if we have expressly confirmed receipt of the communication by letter or email. Automatic read receipts are not considered sufficient confirmation.
5. Priority of Individual Agreements
   Any specific agreements made between Advanced Material Handling and the Purchaser on a case-by-case basis (including additional agreements, modifications, or amendments) will take precedence over these Terms of Delivery. The content of such agreements will be defined in a written contract or confirmed by us in writing.

II.Quotes and Conclusion of Contract

1. Non-Binding Nature of Quotes
   All quotes provided by Advanced Material Handling are non-binding and subject to change unless expressly stated as binding and containing a specified acceptance period. This applies particularly to product presentations on the Internet, in catalogues, technical documentation, or any other product descriptions provided to the Purchaser.
2. Order Acceptance
   Unless explicitly agreed otherwise, an order or job is considered accepted once a written order confirmation has been issued or when the ordered goods are delivered.
3. Approximate Specifications
   Any figures, drawings, weights, and dimensions provided in relation to our quotes are considered approximate unless specifically marked as binding or if their precision is essential for fulfilling the contractual purpose.
4. Rights to Documents
   Advanced Material Handling retains ownership and copyright to all documents related to our quotes, such as cost estimates, drawings, and other materials. These documents must not be shared with third parties without our express permission. Additionally, the Purchaser must return all documents at our request and destroy any copies if they are no longer needed for regular business or if contract negotiations do not result in an agreement.

III. Delivery Obligations

1. Scope of Delivery
   Our written order confirmation shall define the scope of the delivery. Unless specifically agreed otherwise, delivery will be made ex works, including packaging, with goods loaded at our facility. At the Purchaser’s request, and at their cost and risk, the goods can be shipped to a different destination. In the absence of specific agreements, Advanced Material Handling will determine the method of transport, including carrier, route, and packaging.
2. Partial Deliveries
   We reserve the right to make partial deliveries if:
   – The partial delivery can be used by the Purchaser within the scope of the contractual purpose.
   – The delivery of the remaining goods is assured, and the Purchaser does not incur significant additional costs (unless Advanced Material Handling agrees to cover these costs).

IV. Prices, Terms of Payment, and Delivery Terms

1. Prices
   Unless otherwise agreed, all prices from Advanced Material Handling are net prices, excluding packaging and shipping, but including loading at our facility. Once the goods are ready for collection at our facility, the Purchaser is responsible for all further costs and arrangements, including transportation and insurance.
2. Taxes and Fees
   Prices do not include statutory Value Added Tax (VAT), which will be added and shown separately on the invoice at the applicable rate. The Purchaser is also responsible for any fees, taxes, or other public charges related to the order. On some orders duties may apply.
3. Payment Offsets
   The Purchaser may only withhold or offset payments against counterclaims if such claims are undisputed or have been legally confirmed.
4. Payment Terms
   Unless otherwise agreed in writing, invoices must be paid in full within 30 days of the invoice date, without any deductions.
5. Default in Payment
   If payment is not made within the specified time, the Purchaser will be considered in default. Interest on the outstanding amount will accrue at the legal default interest rate applicable in the Purchaser’s jurisdiction (Canada or the United States) during the default period. Advanced Material Handling reserves the right to seek additional damages resulting from delayed payment.
6. Deterioration of Financial Situation
   If the Purchaser’s financial situation deteriorates (e.g., due to insolvency), and it threatens our outstanding receivables, we reserve the right, under legal provisions, to refuse performance and to rescind the contract after setting a grace period, if applicable. In cases involving custom-made goods, we are entitled to rescind immediately. Statutory provisions on waiving grace periods remain unaffected.
7. Changes in Tariffs and Duties
   In the event of any changes to applicable tariffs, duties, taxes, or fees after the acceptance of the order, Advanced Material Handling reserves the right to adjust pricing accordingly. The Purchaser will be notified of any such changes, and the adjusted pricing will apply to all outstanding orders and future transactions. This includes changes arising from changes in trade agreements or regulations that may affect the cost of goods and services provided.

V. Delivery Deadlines

1. Delivery Timeframes
   Delivery times are estimates and may vary based on specific agreements between the parties, as well as the design and complexity of the ordered goods. To meet estimated delivery dates, all commercial and technical matters must be resolved, and the Purchaser must fulfill their obligations, such as providing technical approvals, securing necessary certifications, or making agreed-upon prepayments. If these requirements are not met, the estimated delivery dates may be adjusted accordingly, except in cases where delays are attributable to Advanced Material Handling.
2. Meeting Delivery Deadlines
   Delivery deadlines are considered met when:
   – If the goods are to be delivered to a destination, they are handed over to the carrier or made available for transport before the deadline.
   – If no destination is specified, the Purchaser is notified that the goods are ready for collection.
   If acceptance is required, the time of acceptance is decisive unless the Purchaser unjustifiably refuses to schedule acceptance. In such cases, the notification of readiness for acceptance becomes decisive.
3. Purchaser’s Delay in Acceptance
   If the Purchaser fails to accept the delivery or if delivery is delayed due to the Purchaser’s fault, Advanced Material Handling may claim damages, including additional costs. In such cases, we will charge a flat-rate compensation of 0.5% of the invoice value for each month or part thereof, beginning from the delivery deadline or notification of readiness for shipping. The right to claim higher damages and other statutory rights remains unaffected. The Purchaser can prove that no damage occurred or that the damage is significantly lower than the flat-rate charge.
4. Force Majeure
   If non-compliance with the delivery deadline is due to circumstances beyond our control, such as Acts of God or labor disputes, the delivery deadline will be extended accordingly. Advanced Material Handling will promptly inform the Purchaser of the beginning and end of such events. If such circumstances prevent performance and are not temporary, we are entitled to rescind the contract.
5. Non-Availability of Supply
   Delays in receiving goods from our suppliers will be considered non-availability of performance, as mentioned above, if we have arranged a covering transaction with them.
6. Make-and-Hold Orders
   For make-and-hold orders, the Purchaser must call off the agreed quantities on time. If the Purchaser fails to do so, we reserve the right to store the goods at the Purchaser’s risk or remove them from the reserved quantities.

VI. Passing of Risk

1. Transfer of Risk
   The risk of loss or damage to the goods shall pass to the Purchaser at the earliest of the following times: when the goods are transferred to the carrier, freight company, or any other designated party for transport, or when the Purchaser is notified that the goods are ready for collection. This applies equally to partial deliveries and any other services we may provide, such as shipping or delivering to the Purchaser’s location. If an acceptance process is required, the passing of risk will occur at the time of acceptance, which must be conducted promptly on the agreed date or after notification of readiness for acceptance. The Purchaser cannot refuse acceptance due to non-material defects.
2. Shipping Insurance
   At the Purchaser’s written request, we will insure the shipment against theft, damage during transport, fire, water damage, and other insurable risks at the Purchaser’s expense.
3. Delays Due to Purchaser
   If the shipment is delayed due to reasons attributable to the Purchaser, the risk will transfer to the Purchaser as of the day the goods are ready for shipping. We will arrange the requested insurance at the Purchaser’s expense.
4. Acceptance of Deliveries
   The Purchaser is required to accept our deliveries to their location even if there are non-material defects, without affecting the rights outlined in Section X.

VII. Retention of Title

1. Retention of Title
   Advanced Material Handling retains ownership of the delivered goods until all payments under the delivery contract and any related business transactions have been fully received. Until invoices are settled, the retained title secures the outstanding balance (goods under retention).
2. Processing and Use
   Any processing or use of the goods by the Purchaser shall not result in the transfer of ownership under applicable laws. We will remain the owners of any goods created through processing, which will also serve as goods under retention to secure our claims as outlined in this section.
3. Processing with Third-Party Goods
   If the goods under retention are processed or mixed with other goods not owned by us, the provisions regarding joint ownership will apply. As a result, our shared ownership in the new goods will also constitute goods under retention as defined in this policy.
4. Sales of Goods Under Retention
   The Purchaser may only sell goods under retention in the ordinary course of business and must ensure that their customers also agree to a retention of title consistent with this policy. The Purchaser is not authorized to dispose of the goods under retention in any other manner, including pledging them or transferring them as security.
5. Assignment of Claims
   If the goods under retention are sold, the Purchaser hereby assigns to us all claims from such sales, along with all related rights, until the contract is fulfilled. The Purchaser agrees to provide us with any necessary information and documents to assert our claims against their customers upon request.
6. Sale After Processing
   If the Purchaser sells the goods under retention after processing or in conjunction with non-owned goods, the assignment of the purchase price claim will only apply to the portion equivalent to our invoice price for the goods under retention.
7. Release of Securities
   If the value of our retained securities exceeds our total accounts receivable by more than 10%, we will release securities of our choice at the Purchaser’s request.
8. Notification of Third-Party Actions
   The Purchaser must promptly notify us of any pledges or seizures of goods under retention by third parties. Any costs incurred by us in intervening will be the responsibility of the Purchaser.
9. Breach of Contract and Return of Goods
   In the event of a breach of contract by the Purchaser, Advanced Material Handling reserves the right to request the return of the goods after sending a reminder without response or if the Purchaser is in default of payment. This request for the return of goods does not constitute a rescission of the contract; rather, it is a request for the return of the goods while reserving our right to rescind the contract. The Purchaser must allow us access to their business premises as necessary to collect the delivered items. If we choose to rescind the contract, the goods under retention will be returned in exchange for the profits generated, not exceeding the agreed delivery price. We also retain the right to pursue additional claims for damages, including loss of profit.
10. Insurance of Goods
    We have the right to insure the delivered goods against theft, damage, fire, water, and other risks at the Purchaser’s expense unless the Purchaser can provide proof of adequate insurance coverage.

VIII. Warranty

Advanced Material Handling provides the following warranty for defects in quality and title, excluding any additional claims:

1. Notification of Defects
   The Purchaser must fulfill their legal obligations to inspect the goods and report any defects as outlined by applicable regulations. Any defects discovered during inspection or later must be communicated to us in writing immediately. A notice will be considered timely if sent within 5 working days. Additionally, any obvious defects, such as incorrect deliveries or missing parts, must also be reported within 5 working days of delivery. Failure to properly inspect or report defects will result in the exclusion of warranty for those defects not reported or reported incorrectly.
2. Remedies for Defects
   If a defect is confirmed, we may choose, at our discretion, to either remedy the defect or provide a replacement. Our right to refuse the requested type of remedy according to applicable laws remains intact. The location for any remedial action will be determined by us and may be at the agreed delivery site or the Purchaser’s business location. The Purchaser is required to return any replaced parts to us upon request. We may condition our remedial obligations on the Purchaser fulfilling their payment obligations, although they can retain a portion of the purchase price in relation to the defect.
3. Return of Defective Goods
   If remedial actions at the agreed delivery location or the Purchaser’s site are not feasible for us, and we do not fully refuse to perform these actions, the Purchaser agrees to send the defective goods or parts to our facility in Abbotsford, BC or Stockbridge, GA.
4. Right to Self-Remedy
   The Purchaser must provide us with sufficient time and opportunity to complete any required repairs or replacements. In urgent situations where operational safety is at risk or to prevent significant damage, the Purchaser may rectify the defect themselves or hire a third party and seek reimbursement for necessary expenses from us. We must be notified immediately of any self-remedy actions, preferably in advance. The right to self-remedy does not apply if we are entitled to refuse the equivalent remedy under applicable laws.
5. Costs of Inspection and Repair
   We will cover the costs associated with inspection and remedial actions, including transportation, labor, and materials, provided a defect is confirmed. However, any additional costs incurred from moving the goods to a location other than the agreed delivery site will not be covered. If a request for remedial action is found to be unjustified, we may seek reimbursement from the Purchaser for the costs incurred.
6. Right to Rescind or Reduce Purchase Price
   If remedial actions fail, or if an appropriate grace period set by the Purchaser passes without resolution, the Purchaser may rescind the purchase contract or reduce the purchase price. However, rescission is not permitted if the defect is non-material.
7. Exclusions from Warranty
   Warranty claims will be denied in cases of improper or incorrect use, incorrect installation or commissioning by the Purchaser or third parties, normal wear and tear, negligent treatment, unsuitable operating conditions, inadequate construction, inappropriate foundation materials, or exposure to chemical or electrical influences unless we are responsible for these issues.
8. Modifications and Warranty
   Warranty will not be granted if the Purchaser modifies the goods without our consent, resulting in the impossibility or undue difficulty of remedying defects. The Purchaser will be responsible for any additional costs incurred due to such modifications.
9. Infringement of Rights
   If the use of the goods infringes on any industrial property rights or copyrights, we will, at our discretion and cost, either modify or replace the goods to avoid infringement while maintaining contractual functionality, or obtain the necessary rights for the Purchaser through a licensing agreement. If we cannot achieve this in a reasonable timeframe, the Purchaser may rescind the contract or reduce the purchase price accordingly. Warranty under this provision will not apply if the Purchaser fails to notify us immediately in writing of any infringement upon discovery.
10. Limitation of Claims
    Any claims from the Purchaser for damages or reimbursement of expenses related to defects in quality or title are subject to the limitations set forth in Section IX of these Terms of Delivery.

IX. Liability

1. Limitation of Liability
   Our liability for damages, regardless of the legal basis, is limited as outlined in this Section IX.
2. Unlimited Liability for Intent and Gross Negligence
   We will be fully liable for damages resulting from willful misconduct or gross negligence as required by applicable laws.
3. Liability for Simple Negligence
   In cases of simple negligence, our liability is restricted to damages arising from the violation of a material contractual obligation essential for the proper execution of this contract. The Purchaser can reasonably expect us to fulfill these obligations. In such cases, our liability is limited to compensation for damages that could be reasonably anticipated at the time the contract was formed and that typically occur.
4. Exceptions to Liability Limitations
   The limitations on liability stated in subsection 3 do not apply in instances where we have intentionally concealed a defect or have guaranteed the quality of the goods. These limitations also do not apply to claims under applicable product liability laws or for damages resulting from violations related to life, bodily injury, or health, as well as for other mandatory liability cases established by law.

X. Period of Limitation

1. General Limitation Period
   Diverging from standard provisions, the general limitation period for claims arising from defects in quality and title shall be one year from the date risk passes for the goods. If acceptance is required, the limitation period will commence upon acceptance.
2. Special Limitation for Building Materials
   If the goods are classified as building materials or used in the construction of a building that has become defective, the limitation period shall be five years from the date of delivery, in accordance with statutory limitations.
3. Exceptions to Limitation Period
   Special statutory provisions regarding claims for the restitution of property, malicious acts by the Seller, and supplier recourse claims in cases of final delivery to consumers shall remain unaffected by the limitation period outlined in subsection 1.
4. Applicability of Limitation Periods
   The statutory limitation periods for sales shall also apply to contractual and extracontractual damage claims from the Purchaser based on defects in the goods unless the regular statutory limitation would result in a shorter period in specific cases. The limitation periods specified in the Product Liability Act shall remain unaffected. Additionally, all damage claims from the Purchaser as outlined in Section IX that do not relate to defects in quality and title shall be subject to the statutory limitation periods.

XI. Miscellaneous

1. Jurisdiction
   Our business location shall be the jurisdiction for any disputes arising from this contract between us and the Purchaser, provided they are a merchant, legal entity under public law, or special property under public law. This does not apply to claims relating to matters outside property law or those assigned to district courts, irrespective of the value in dispute, or for which an exclusive jurisdiction exists. We also reserve the right to initiate action at the Purchaser’s general place of jurisdiction.
2. Place of Fulfillment
   Unless specified otherwise in the order confirmation, our facility in Abbotsford, BC shall serve as the place of fulfillment.
3. Governing Law
   The laws of Canada and the United States shall apply in the same manner as they would between domestic entities.