Import/Export Second Hand Construction Equipments & Trucks PROXY CONTRACT TO SEARCH FOR PUBLIC WORKS EQUIPMENTS

Transcription

1 SODINEG France Import/Export Second Hand Construction Equipments & Trucks PROXY CONTRACT TO SEARCH FOR PUBLIC WORKS EQUIPMENTS Between Name : Address : Post Code : Town : Tel : Fax : Represented by : (full name and date of birth) : Who asserts to have all the powers for that purpose. Registered at the Trade Register in With number : VAT N : Thereafter called «the Principal» And SARL SODINEG (Ltd) Route de la Fère RN NEUVILLE ST AMAND Tel : Fax Registered at the Trade Register in ST QUENTIN 02, under number VAT N : FR Thereafter called «the Proxy» CLAUSE N 1 : OBJECT OF THE CONTRACT The present contract, in which the Principal gives power to the Proxy to represent it and to take steps in its name and on behalf of it, has for object to search for, negotiate, buy secondhand public works equipment, and should this happen, to get delivery on behalf of the Principal. The proxy commits itself, by all possible means he has at his disposal, to get the delivery of the equipment described in Clause n 2 and within the prescribed time limit in the Clause n 3 of this contract. The equipment which is looked for is described in the Clause n 2, thereafter. The Principal also gives power to the Proxy to do, and generally in its name and on behalf of it, all administrative procedures to put into circulation and if necessary to get the final registration of the equipment which is the object of the contract. This contract is a power of attorney contract, not a bill of sale. In all cases, if the equipment which is the object of the present power of attorney is invoiced for account by the supplier to the Proxy, in the case of an opaque power of attorney, and if the Proxy invoices it to the Principal, the contract doesn t change anyway, as parties have agreed that the present contract couldn t be a bill of sale between them. CLAUSE N 2 : INFORMATIONS ABOUT THE EQUIPMENT SOUGHT-AFTER MAKE : Model : Serial n : Year : Kilometres or hours «The Proxy doesn t guarantee them» Supplies :

2 The Proxy wants to remind here that export models sometimes have different supplies from models of the same make and types which are sold in France. The Principal is informed and accepts that equipment which are sought-after can have differences as well as for names, production supplies, options and administrative and technical characteristics. The Principal agrees that, at the delivery, the equipment could have these differences, without having the possibility to find there a way to appeal or to ask for an indemnification of all kinds against the Proxy. CLAUSE N 3 : PRICES CONDITIONS OF PAYMENT VARIATIONS A) THE PRICE and CONDITIONS of its PAYMENT The equipment described in the clause n 2 of the present contract, will be sought-after by the Proxy according to this power of attorney, in the name of the Principal, from the supplier or the manufacturer, for a price of : Euros plus VAT, the Principal being liable for the payment of this price to the Proxy. The principal pays, today, to the Proxy the amount of On will have to be paid at delivery. Euros, by. The out-standing balance The total price asked includes : - purchase price, not including tax, of the Equipment - VAT paid for the purchase price, lended or not by the Proxy - Transport costs - Fees for the material being placed at disposal - The Proxy s commission - The control of the Equipment at receipt - Test of roadworthiness fees - Certificate of conformity - Transport to Neuville St Amand Price doesn t include : - fuel - accreditation fees which must be paid by the Principal. At its expenses, the Principal can ask the Proxy to order it French written instructions. B) PRICE VARIATIONS 1) Parity variation In case of parity variation due to variations in monetary parity, if this variation is more than 5% from the contract had been signed and the delivery date, the Proxy will inform the Principal about this variation and its consequences on the agreed price, by recorded delivery letter. The Principal, being informed about these variations consequences on the price first agreed, will have the posssibility, within eight days from the reception of this letter, to cancel the power of attorney, or to accept this variation as well as its consequences on the price.

3 In all cases, it will have to make clear its position to the Proxy by recorded delivery letter. If the Principal doesn t answer to this information within the time limit fixed, it will be considered that it means it refuses the price variation it had been informed about. 2) Variation of manufacturer or supplier price The Principal acknowledges and agrees that in the case of an increase in manufacturer or supplier prices, from the sending of the power of attorney by the Proxy, and its receipt by itself, the Proxy has the right not to honour the power of attorney, the condition being to inform the Principal by recorded delivery letter within eight days from the date he has received the power of attorney signed by the Principal. Unless if the Principal agrees for the change in prices, the power of attorney will be canceled without any other procedure, within eight days from the reception by the Principal of the notification made by the Proxy about price increase described in the previous paragraph. 3) Consequences of a cancellation because of a change in the parity or in manufacturer or supplie prices. In case of a cancellation in the time limit prescribed before because of a change in the parity or in manufacturer or supplier prices, the Proxy will pay back to the Principal the down payment he did, except indemnity of all types if, of course, these changes haven t been accepted by the Principal. CLAUSE N 4 : TIME LIMIT, FULFILMENT AND CANCELLATION OF THE POWER OF ATTORNEY. This power of attorney is concluded for a maximum period of 90 days from the date of the signature of this contract. After the term of the time limit fixed at the previous paragraph, if the material isn t available at the proxy, by its delivery at the head office, this power of attorney will be cancelled, except in case of force majeure (fire at the Proxy or the supplier, strike at the supplier, the manufacturer, the hauler ) Apart from the case of force majeure, after the term specified in the first paragraph of this clause, the Proxy will pay back the down payment, should this happen, the Principal had payed when subscribing this contract. The Principal won t get any indemnity because of a delivery default within the time limit fixed, except in case of a Proxy error. If the cancellation is due to the Principal, this one loses its down payment and let the Proxy free to have the material available. In the case the Principal cancels this contract for any other reason, than these specified in the previous paragraph, the down payment done according to the third clause of this contract, will be kept by the Proxy as a cancellation indemnity and so won t be paid back. The Principal can t cancel this contract, except in case of force majeure, if the equipment sought-for is available at the Proxy within the contract time-limit agreed. If the principal refuses to take possession of the equipment, or to pay the agreed price at the delivery, for any reason, except from a Proxy error, this latter could have the possibility to warehouse this equipment in its car park, at the Principal s expenses. This service will be charged 150 not including tax by day, without prejudice to possible actions against it.

4 If it doesn t take possession of the equipment within the agreed time limit and after formal notification to take posssession within eight days, made by recorded delivery letter and without any answer, the Proxy will be free to propose the equipment to anyone interested in. CLAUSE N 5 : INFORMATION ABOUT GUARANTEES As it is second-hand equipment, the Principal is informed that the manufacturer guarantee has begun when it has first been put into service, the proxy being clearly informed about that, and that this date when it has been first put into service isn t a substancial condition of the contract. The Principal is also informed that any dispute about the commercial guarantee comes under its relationships with the supplier ot the manufacturer or any member of the registered retailers network concerned, the Proxy doesn t have any obligation for that purpose, except in case he wants to give a different guarantee which could only be egual or larger, and should this happen, it must be a written guarantee made by the legal leader of the Proxy, acting for that purpose. The Principal also acknowledges he has been informed that the Proxy couldn t be responsible for any responsability the seller, supplier or manufacturer has about hidden defects. CLAUSE N 6 : ADMINISTRATIVE PROCEDURES The Principal is informed that may be he will have to circulate with a foreign registration (if the equipment needs to be registrated) before the final registration that should intervene within a four month time limit, except in case of force majeure. The Proxy commits itself to do all the necessary steps to get the registration in France. In all cases, if the equipment has been invoiced for account by the supplier to the Proxy, that is to say in case of an opaque power of attorney, and if the Proxy invoices it to the Principal, the contract doesn t change anyway, as parties have agreed that the present contract couldn t be a bill of sale between them. CLAUSE N 7 : CREDIT RESORTING In the case a credit is asked to pay the purchase, this power of attorney will only take effect at the end of the retraction period (if the Principal can get one), or when it gets the financing agreement by the lender. The Principal commits itself by the Proxy, if the credit isn t proposed via it, to inform it about the retraction period expiry, or about the lender decision, depending the case, within five days afetr they have occured by recorded delivery letter. Upon this information, it will ask to be paid back of the amount it may have down paid. In the case in which the Principal retracts, or if it doesn t get its financing to buy, and if it has informed the Proxy in due form, this one commits itself to pay back it any down payment, no matter its qualification, or to give the withdrawal of a possible amount sequestration, within eight day time limit from the pay back request presented by the Principal CLAUSE N 8 : INSURANCES The Principal must get its equipment insured as soon as the Proxy gives it the serial numbers. In these conditions, in the case of a claim between the delivery by the hauler and the time the Principal takes possession of the equipment, the Proxy can t be considered as responsible.

5 The Proxy can allow the Principal to benefit by insurance guarantees for equipment (less than 5 years old) at its usual insurer it can ask : Cabinet Eric DUBOIS, AXA Insurances 4 rue de Flavy FLAVY LE MARTEL. In particular for damages cover that could happen, mainly : - external events : fall, foreign body introduction, smoke, liquids or gaz contact, theft, vandalism, clumsiness, malevolence, negligence, lightning, fires, explosions ; - working events : jamming, malfunction, vibration, mechanical over-heating, failure of the regulation or security devices ; - electric current effects : over-heating, short-circuits, overvoltage or voltage decrease, over intensity, electric arc, insulation failure ; - internal events : error in the design or construction, material defect - natural events - for moving equipments on site and transpotable materials these damages can also happen : collision, ground falling down or subsidence, derailment, road accident ; CLAUSE N 9 : END OF THE POWER OF ATTORNEY At the end of the power of attorney, the Proxy commits itself to give to the Principal a presentation of account with all the different expenses exposed for the Principal and precised in the Clause n 3. As soon as this document is received and after express consent, the Proxy is discharged. It must be reminded that the Proxy is only responsible for its errors and that in case of nonconformity or hidden defects of the vehicle, the Proxy can only act against the supplier or the manufacturer. CLAUSE N 10 : JURISDICTION It is understood between the parties that in case of contesting about this contract interpretation or fulfilment, the Commercial Court in SAINT QUENTIN will be competent. In Neuville St Amand, on The Principal The Proxy Stamp + Signature Preceded by «Read and approved»

6 Import/Export second hand Construction Equipments & Trucks Between BILL OF SALE FOR EQUIPMENT (specific terms of sale) SARL SODINEG (Ltd) Address : Route de la Fère RN NEUVILLE ST AMAND Tel : Fax Registered at the Trade Register in ST QUENTIN 02, under number VAT N : FR Thereafter called «the Seller» And Name : Address : Tel : Fax : Represented by : Who asserts to have all the powers for that purpose. Registered at the Trade Register in With number : VAT N : Thereafter called «the Buyer» Which acknowledges to be informed, before signing this contract, about effective general terms of sale which are written overleaf of these 2 pages of contract. On that point, the parties agree about the following : 1/ The Seller sells by this contract to the Buyer who agrees, the second hand equipment thereafter described : - Make : - Model : - Year : - Serial n : - Other references or supplies : 2/ This sale is meant to be perfect between the Buyer and the Seller. They acknowledge they have agreed today about the thing and the price, according to the article 1583 of the Civil Code. 3/ The sold equipment, is a second hand equipment, sold for parts and the Seller couldn t be responsible for any problem linked with a different use by the buyer than parts reclaiming. So this equipment is sold in its state, known by the Buyer, who personnaly, or someone he has chosen, examined it, where it is.

7 For that purpose, the Buyer acknowleges he is acting as a professional 4/ As the agreed sale for parts is done to a professional, the Buyer doesn t commit itself to any guarantee, of any type. The buyer expressly acknowledges this guarantee exclusion and so can t claim anything for that purpose which hadn t been provided in the conditions and terms of the general terms of sale written overleaf of the present contract. He acknowledges he concomitantly approves the content of these general terms of sale. 5/ The price they agree about, that is to say not including tax, is a total and lump price. This price is for a departure at «RN 44 ROUTE de la Fère Saint Quentin» or The Buyer commits himself to pay as follows : It is agreed to be paid as follows : - down payment on the day of the contract, set to 20% of the amount (not including tax), written on the previous point 5 : by on - out-standing balance, on the delivery date, at the same address. 6/ The equipment removal is expected on at or by the Buyer according to the followings : The buyer already commits itself to do, at his expenses this removal «RN 44 ROUTE de la Fère Saint Quentin» or Any other mean to remove the equipment could only be asked by the Buyer if it has been expressly agreed by : - this contract - an amendment to this contract, accepted by the Seller and asked in his establishment by the Buyer, by recorded delivery letter, at least one month before the delivery date written on this contract. It is specified here that whatever the conditions of transport are, even if they are the object of an amendment made according to the conditions set before, the Buyer accepts to assume the risks linked to the ownership transfer which takes place when the equipment is taken away from «RN44 Route de la Fère NEUVILLE ST AMAND» For that purpose, he commits himself to get this equipment insured this very day. 7/ A down payment of 20% of the price (not including tax) has been paid today as a down payment for the price. This down payment is a reservation for the equipment described in this contract. 8/ It is agreed by the parties that the removal date by the Buyer is an imperative deadline. So,

8 Eight days after the agreed removal date, the Seller will have the right, without any previous formal notification, to invoice to the Buyer parking fees, guard and other expenses linked to the security of the equipment ordered, for a lump sum of 200 euros (not including tax) per day. After a 30 days period after the agreed removal date, and except in case of force majeure which must be proved by the Buyer within this deadline, this contract cancellation will be granted to the Seller without any other procedure. The Seller will then have the right to sell the equipment described in this contract to other potential buyers. The Seller will keep the down payment done as damages. 9/ Any change about conditions of this contract could be opposable to the parties only if it was done by an amendment to this contract signed by the parties 10/ In case of contesting about this contract interpretation or fulfilment, the Commercial Court in SAINT QUENTIN will be competent. In Neuville St Amand, on The Seller Read and approved For purchasing The Buyer Stamp + signature