1.1 These General Conditions shall apply to any contract entered into between STET -Sociedade de Equipamentos e Tractores, S.A. (hereinafter referred to as "STET, SA"), having its registered office at Rua da Guiné, s/n, 2685-334 Prior Velho tax number 500237433, registered with the Land Registry Office of Loures with a share capital of 3.979.660 Euros and its Customers ("the Contract"). The term "Contract" encompasses any document agreed between STET, SA and its Customers (jointly, "the parties") implying one or several obligations to give, to do or not to do for one or both parties (enunciatively, obligations arising from contracts for the purchase and sale or rental of equipment or spare parts or the provision of repair or maintenance services), even if such document is not named "Contract", without any other name such as, for illustrative purposes only, "proposal", "estimate" or "evaluation", after being accepted by both parties.
1.2 If the Contract involves repairs or other technical service interventions by STET, SA, the "STET, SA Conditions of Engagement on Repairs and other Technical Service Interventions" mentioned in section B. of this document shall apply in addition. If the Contract involves the sale of spare parts and accessories, the "STET, SA Conditions of Engagement on the Sale of Spare Parts and Accessories" mentioned in section C. of this document shall apply in addition. If the Contract involves the rental of machinery without an operator, the "Conditions of Contract for the Rental of Equipment without an Operator" mentioned in section D. of this document shall apply in addition. All these General Conditions together are hereinafter referred to as the "STET, SA Terms and Conditions".
1.3 The Contract and STET, SA's Terms and Conditions constitute the entire agreement applicable to any Contract, and under no circumstances shall any clauses, terms and conditions that the Customer may incorporate into its documents (e.g. an order document or an acknowledgement of receipt) apply to it, unless they have been expressly accepted in writing by STET, SA. In no case shall this acceptance be considered granted by agreement through the sending of a simple e-mail. In no case shall this acceptance be deemed to have been tacitly accepted.
1.4 Any contradiction between the provisions herein and the conditions that, as the case may be, the Customer may include in the documentation relating to the goods or services that are the object of the Contract (when, in accordance with the provisions of the preceding paragraph, they are expressly accepted by STET, SA in writing), shall be resolved in favor of the provisions herein, unless otherwise expressly agreed in writing and initialed by the parties. Any clause contradicting the foregoing shall be considered invalid.
1.5. The Contract shall become effective upon the first of the following events:
- The signing of the Contract.
- The issue of an order document, after express acceptance by STET, SA, when the Contract has not been signed by the Customer.
- The acceptance by STET, SA of a total or partial payment made by the Customer.
- The delivery of material or the commencement of the provision of services by STET, SA.
1.6. Any technical specification, illustration, graph, plan, drawing, price list, coefficient of performance or tolerance or any other technical data provided by STET, SA in connection with any Contract, whether in writing or otherwise (the "Data"), does not form part of the Contract and shall be deemed to have been delivered to the Customer for information purposes only, except where the parties have expressly, unequivocally and in writing agreed or have given them contractual value. Under no circumstances does STET, SA guarantee the accuracy of the Data or the absence of errors therein. Data supplied by the Customer shall also not form part of the Contract, unless the parties have agreed expressly, unequivocally and in writing to give it contractual value. The authorization or approval of Data provided by the Customer by e-mail shall be considered null and void.
1.7 If there is any inconsistency between the documents that form part of the Contract, they shall be interpreted in the following order of priority:
- The Contract.
- STET, SA's Terms and Conditions
- In any case, the existence of a clause, term or condition of the Customer which is contrary to the provisions of this document, by integrating a different priority rule, shall be considered null and void, even if the Customer document which includes such clause, term or condition has been accepted by STET, SA, except if, in a specific way, the express and written agreement has been expressed, additionally, with the same.
- The Data, when in accordance with the above, has contractual value.
1.8. The deadlines established in the Contract, whether they are delivery deadlines or deadlines for the termination of repair and maintenance services, shall be considered approximate and shall not be understood as essential terms of the Contract, unless, expressly, unequivocally and in writing, the parties have attributed to them the character of essential.
2. LIMITATIONS AND EXCLUSIONS OF LIABILITY (YOU SHOULD CAREFULLY READ THIS CLAUSE)
2.1 Except in case of willful misconduct or serious fault or in case of extra-contractual property damage, the maximum global liability of STET, SA, in whatever capacity, including the contractual liability arising from this contract, and any sanctions that the buyer and STET, SA may have agreed upon, shall in no case exceed the lesser of the following amounts: 1st - 50% of the amount invoiced by STET, SA for the good or service from which this liability arises, excluding indirect taxes. 2nd - Three hundred thousand euros (300.000 euros). 3rd - In the case of periodic maintenance services, the amount resulting from the sum of six monthly payments, excluding indirect taxes. 4th - In the case of the sale of goods, 50% of their replacement cost. Any clause contradicting the previous global limit of liability will be considered ineffective.
2.2 STET, SA shall in no case be liable for present or future loss of profits, nor for indirect or consequential damages.
For the purposes of interpreting this clause, the following shall be understood as:
(a) direct damages or consequential damages shall mean all damages and losses suffered by the goods or equipment that are the object of the contract of sale, supply or the provision of repair services, which must be compensated to a claimant in order to restore them to the state they had before the damaging event or, as the case may be, to compensate for their loss.
(b) Indirect or consequential damages are all damages to property other than machinery or equipment sold, supplied or repaired, that is, any damage not affecting its substance or matter.
(c) Lost profits are the foreseeable future gains that have been lost as a result of the injurious event, such as any loss of income, benefit, productivity or production, business interruption, loss or diminution of goodwill or business opportunity, cancellation of contracts, diminution or loss in the value of shares, loss of opportunity or use or any losses arising from delay or delay.
2.3 STET, SA shall in no event be liable for any damages and losses, expenses or costs, which the Customer or its employees, directors or officers may have suffered as a result of STET, SA's activity carried out in accordance with the instructions given by the Customer in relation to the Contract. The Customer shall be solely responsible for any damages, losses, expenses or costs arising from any error, omission or defect in such instructions.
2.6 STET, SA is not responsible, in any way, for damages and losses arising, directly or indirectly, from the Customer's lack of maintenance or defective maintenance of the goods supplied, according to the tasks described in the OEM's manuals and technical information. The Customer's lack of maintenance or faulty maintenance of the supplied goods will entail the automatic loss of any type of warranty that may have been awarded, as well as the waiver, to the fullest extent permitted by law, to claim any type of liability from STET, SA related directly or indirectly to the lack of operation or faulty operation of the same, or any damage or loss caused by them.
2.7 STET, SA shall not be liable, under any circumstances, for any damages and losses that may arise, directly or indirectly, either from the Data supplied by STET, SA or from those supplied by the Customer, unless they have been assigned a contractual value by virtue of the agreement between the parties, as described in clause 1.6. In the latter case, the resulting liability shall also be subject to the exclusions and limitations of liability described in the preceding paragraphs.
2.8. The Client acknowledges and accepts that the foregoing provisions have been clearly expressed, that he/she understands and accepts them. The Customer acknowledges that STET, SA's price and contractual conditions are conditional on such acceptance, and that without it no good or service would have been offered.
2.9 The limitations and exclusions of liability contained in this paragraph are deemed to be granted also for the benefit of any employee, director, officer or company of the TESA Group.
2.10. Any clause contradicting the foregoing shall be deemed ineffective unless it is expressly and specifically agreed to be modified by the parties in writing.
3. Warranty and time to inspect what has been delivered
3.1 Unless expressly stated otherwise by STET, SA, and whenever permitted by law, the goods supplied shall be delivered or rendered without any guarantee.
3.2 When it is proposed to supply a certain good with a certain warranty, STET, SA guarantees that this good is free from defects with the content and exclusions that are mentioned in the OEM's certificate. The warranty will imply, exclusively and when applicable, at the discretion of STET, SA, the repair or replacement of the product. In no event shall the warranty include any indirect costs such as, but not limited to, travel expenses, maintenance, towing, crane and/or scaffolding rental, except in cases expressly provided for in the OEM's warranty.
3.3 The Customer shall have a period of one day from delivery to make an in-depth inspection of the Goods. After this full day (24 hours), the good or service shall be deemed accepted, and under no circumstances may the Customer claim that he has been delivered a good other than the one agreed upon (aliud pro alio). Any inconsistency or discrepancy of such good or service with that agreed upon must be declared within this period. The Customer acknowledges that the products supplied by STET, SA are complex, and sometimes comprise minor ancillary material (such as air lines) whose specifications may sometimes not exactly match the intended technical specification. It is therefore important that the Customer carries out the indicated inspections in depth, within this period, especially if any element is particularly important or relevant to its business. The Customer acknowledges and accepts that after this period, STET, SA will not correct or replace the delivered good or service, except if it has a defect under warranty, if this applies.
3.4. The Customer has an unextendable period of one week from delivery to check the existence of any hidden defect in the delivered good or service and waives the remedy for hidden defects beyond this period, without prejudice to the coverage of the respective warranty, when applicable.
3.5. The Customer is a professional in his sector of activity, and it is his sole responsibility to recognize whether what he buys is valid for the purposes of his activity. STET, SA merely delivers what has been requested, without guaranteeing in any way that the good supplied is valid or useful for that purpose or activity, even if it knows what the Customer's intention or activity is. In particular, by way of example, STET, SA does not guarantee the operation of locomotives, buses, forklifts or boats on which its engines are to be installed, since STET, SA is not a specialist in these sectors, but exclusively in the operation of its engines, under the particular conditions that are detailed in the operating and maintenance manuals and technical documentation provided by the OEM of the same.
3.6 In connection with the purchase and sale of engines, propulsion equipment and their ancillary equipment, such as, but not limited to, propellers, gearboxes, shaft lines, controls, soundproofing and mechanical and electrical installations, STET, SA may voluntarily perform engine inspection tests to verify that its installation has been carried out in accordance with the OEM's minimum recommendations. These tests reflect a situation and state, at the time and condition in which they are performed, and are limited to ensuring that such engine has been installed, under test conditions that are not or do not have to be those of actual operation, following OEM installation practices, and that it operates as expected under those particular on-site test conditions. The performance of these tests and the eventual validation of the installation, even express validation, by STET, SA, does not in any way guarantee the subsequent operation of the machine in which the engine is installed, nor that it meets the regulatory, legal or contractual requirements of any kind, something that is only up to the Customer, as a professional in the industry and solely responsible for knowing its operation, operation and requirements. Consequently, the Customer acknowledges that STET, SA expressly disclaims any liability that may arise from the performance of such voluntary tests.
3.7 To the fullest extent permitted by law, when the Customer purchases a used or remanufactured item from STET, SA, it shall be considered that no warranty is applicable to such item. STET SA does not guarantee the official certificates, authorizations or licenses accompanying used or remanufactured goods as suitable for use in a given territory or as may be required. In no case shall STET, SA pay the direct and indirect costs or the modifications necessary for such used or remanufactured goods to obtain such certificates, authorizations or licenses.
3.8 In no case shall be considered covered by the warranty, where applicable, the breakdowns that are due to the Customer's failure to comply with operation or maintenance recommendations given by STET, SA or the OEM, or contained in their operation and maintenance manual, or arising from the use of fluids not specified in such manual, or from the use of non-original spare parts, or from the failure to control alarms, review them, or failure to control their data record.
4.1. The Customer declares to have received and understood the manuals and technical information of the goods supplied to him. The Customer declares that he has been able to clarify any question concerning these manuals and information that he may not have understood. The Customer undertakes to follow the instructions and recommendations given by the OEM in such manuals and information and to perform, in accordance therewith and as applicable, the relevant periodic maintenance operations. The Customer will protect, indemnify and hold STET, SA harmless from any claims or damages and losses arising directly or indirectly from the failure of the Customer, its employees, directors, officers, agents or subcontracted third parties to follow such instructions and recommendations.
4.2. The Customer shall ensure that the goods supplied are installed, operated and maintained by qualified companies and personnel and shall indemnify and hold STET, SA harmless for any damages and losses arising directly or indirectly from a defective installation, operation or maintenance thereof, even if STET, SA has been present at such installation, operation or maintenance activities. Under no circumstances shall the presence of STET, SA personnel in installation, operation and maintenance activities carried out by the Customer, or by third parties subcontracted by the Customer, be construed as STET, SA having carried out technical advice, supervision or command of these activities. This presence shall only be seen as a support or commercial service activity, without any commitment to results or, therefore, assumption of responsibility.
4.3. The Customer shall ensure that the spare parts and materials he uses for possible maintenance or repair tasks of the supplied goods have been manufactured by the OEM or STET, SA, or recommended by them. STET, SA shall not be liable for damage to the supplied goods or to third parties resulting from the Customer's use of materials not manufactured by an OEM. The Customer's use of materials not manufactured by an OEM is cause for termination (for STET, SA only) of any maintenance or repair contracts in force between the parties. The Customer shall protect, indemnify and hold STET, SA harmless from any claims or damages and losses arising directly or indirectly from the Customer's use of spare parts and materials not manufactured or approved by an OEM.
4.4. The Customer shall protect, indemnify and hold STET, SA harmless from any claims or any damages, including personal injuries (death, psychophysical damages and moral damages in the strict sense) caused to third parties by the supplied goods as a result of the Customer's lack of maintenance or defective maintenance of the supplied goods. Defective maintenance is considered to be that which does not fully comply with the recommendations given in writing by the respective OEM or STET, SA or which does not comply with the provisions of the maintenance manual of the respective OEM.
4.5. The Customer shall protect, indemnify and hold STET, SA harmless from any claims or any damages and losses arising directly or indirectly from the Customer's use of used or remanufactured goods which do not have the required certificates, authorizations or licenses for their use in a given territory. The Customer shall hold STET, SA harmless from any damages and losses caused by such goods to third parties, or for any fines or penalties that may be imposed on STET, SA as a consequence of such use.
4.6. The Customer shall protect, indemnify and hold STET, SA harmless from any claims or any penalties and interest that STET, SA has had to bear because of the Customer's failure to pay any taxes, interest or penalties that may affect the supply of the goods or the provision of the service in question.
4.7. The Customer shall protect, indemnify and hold STET, SA harmless in respect of any claim directed to STET, SA relating directly or indirectly to the delay in the receipt, or lack of receipt, of the good or goods and services to be supplied by the Customer.
4.8. The indemnity benefits granted to STET, SA in this clause shall be deemed to be granted also to its employees, directors, officers, agents, and any company of the TESA group.
5. Form of Payment
5.1. The price shall be paid by the Customer in euros, without any deduction for bank or financial charges, in cash, by SEPA bank debit, irrevocable bank transfer, cash (with the limit established by law), bank or bank-guaranteed check payable to STET, SA, or credit card; once the delivery or provision of the service has been made by STET, SA, unless different terms have been expressly and individually agreed upon.
5.2 The price shall only be considered as having been paid when received by STET, SA without any possibility of cancellation or retraction by the Customer.
5.3 Even if STET, SA has accepted a particular method of payment, all risks arising from such method shall be borne by the Customer.
5.4 The Customer authorizes STET, SA to allocate a sum of money received from the Customer to pay, in the first instance, the Customer's debts corresponding to goods or services provided in the past (including the payment of any penalties or liabilities).
5.5. The proposed prices do not imply any discount, unless STET, SA has expressly stated so in writing. The granting of discounts in one or several contracts in the past cannot be considered in any way as a commitment to grant discounts in future operations.
5.6 Any discounts shall be considered granted, unless otherwise agreed upon, on the price of the good or service, excluding taxes, and shall not apply on any other charges that may additionally relate to the supply of the good or provision of the service in question.
5.7. Any discounts that may have been granted shall be considered automatically revoked in case of default or delay in payment of the price.
5.8. STET, SA may request the Customer, prior to the delivery of the good or service in question, to provide sufficient funds to cover the cost of the same, the amount of which will be applied in the final invoice issued in due course.
5.9 In case of the purchase and sale of new engines and their auxiliary material, as well as new or used public works and construction machinery, the purchase and sale price shall be paid according to the following steps, unless otherwise expressly agreed in writing:
- 20% with the signing of the Contract by the Customer. This 20% will be considered as down payment or down payment. After the Contract has been signed, the cancellation or termination of the sale, for any reason not attributable to STET, SA will entail the irrevocable loss of the deposit, without prejudice to the fact that there may be a claim for the full payment of the price and compensation for the corresponding damages and losses, if applicable.
- 80% prior to delivery or at the time the engine or machine was made available.
5.10. STET, SA may agree with Customers postponements of payment by mutual agreement, which may not exceed 60 days, in accordance with the provisions of Decree-Law 62/2013 of 10 May to combat late payment in commercial operations. Any postponement of payment exceeding the maximum periods established in the legislation in force at any given time will have a financial cost for the Client, which will be fixed in the respective postponement agreement.
5.11. The price agreed between the parties, regarding the sale of engines involving the charges of a Classification Society only includes the expenses necessary for the inspection of the engines within the premises of STET, SA. The price agreed between the parties does not include, in any case, the approval of documents, plans, inspections or any other expenses required by the respective Classification Society, outside STET, SA's facilities.
6.1 The prices quoted by STET, SA are always considered to be net of any taxes, such as, for example, VAT or IGIC, which will be added to the final invoice to be paid by the Customer.
6.2 It is the Customer's responsibility to pay any taxes that affect the supply of the goods or the provision of the service in question. The Customer undertakes to pay STET, SA any taxes, interest and penalties that STET, SA has had to bear because the Customer has not done so.
7. Delivery, transmission of risks
7.1 Unless otherwise stated in the Contract or expressly agreed in writing between the parties, the goods supplied for the domestic market will be made available to the Customer and delivered to STET, SA's premises on a truck, being the Customer responsible for all expenses and risks inherent to the transport and its subsequent unloading.
7.2 Goods for countries belonging to the European single market will be made available to the Customer and delivered to the Customer on a truck at STET, SA's premises, being the Customer responsible for all expenses and risks of transportation, as well as the issue of documentation proving that the goods have left the national territory, which the Customer is obliged to provide to STET, SA .
7.3 Goods destined for third countries or territories of European countries which are not part of the territory with common tariff treatment (including Ceuta and Melilla) will be made available to the Customer on the side of the ship or aircraft at the port or airport agreed for the shipment of the same. STET, SA will be the exporter of the goods and will issue the corresponding export declaration before the agreed customs, and the loading and loading of the goods onto the means of transport leaving the territory with common tariff treatment will be at the Customer's expense. The Customer is not authorized by STET, SA to issue any export declaration in which STET, SA or any of the TESA Group companies are included as exporters. The Customer shall be liable to and hold STET, SA, or any of the companies in the TESA Group or Caterpillar Group, harmless in the event of non-compliance with the provisions of this paragraph.
7.4 Even though the ownership of what has been delivered is considered to have been transferred with the delivery (and not with the eventual start up, when applicable, even if it is to be done by STET, SA), STET, SA reserves the right to rescind the sale in the event of non payment of the price, the Customer undertaking to return the goods supplied, at the Customer's expense and expense, to STET, SA's premises, in the same condition as when received.
7.5 Unless expressly agreed otherwise in writing, the Customer must collect the good(s) to be delivered within a maximum of five consecutive days from the moment STET, SA notifies the Customer that the good(s) are available for delivery.
7.6 Once the period mentioned in the previous paragraph has elapsed, the goods shall be deposited at STET, SA's premises, with the Customer assuming the risks of deterioration or loss. The Customer shall pay STET, SA the reasonable costs of the deposit and a penalty equivalent to the rental price, according to the retail price (rental PVP), of the good or goods to be supplied or, when there is no such price because they are goods that do not rent, a penalty for each day of delay, equivalent to 0.1% of the retail PVP of the good or goods to be supplied.
7.7 At the time of delivery, the Customer shall make a thorough visual inspection of each and every visible element of the object of delivery. To this end, an employee, representative or agent of the Customer shall be present at the time of delivery, with sufficient knowledge to be able to acknowledge receipt of what is delivered, and to communicate, in situ, any observations, declarations or non-conformities to be declared. Receipt by the Customer of the good(s) to be supplied, without having communicated observations, declarations or non-conformities, shall imply acceptance of the supply, in such a way that the Customer may only then claim, as the case may be and within the conditions and deadlines set out in this document, the hidden defects or defects, but may under no circumstances claim the existence of manifest or visible defects or defects. Hence, it is important to the Customer that this visual inspection be carried out in depth. The Customer's failure to inspect or the absence of qualified Customer personnel to perform the inspection shall be the sole responsibility of the Customer.
7.8 Physical delivery with no manifestation of non-conformities will constitute evidence that the Customer has received the good(s) in perfect condition, complete and in accordance with the provisions of the Contract (or with non-essential deviations accepted by the Customer). If STET, SA so requires, the Customer will have to sign an acknowledgement of receipt, confirming the lack of non-conformities in what he has received.
7.9 With the delivery of the good or goods to be supplied, the respective manuals and technical information are also delivered. However, in the case of used equipment or spare parts (new or used), these manuals and technical information may not always be delivered to the Customer. It is the Customer's responsibility to ensure receipt of this documentation, and to keep it throughout the useful life of the delivered good(s). Unless otherwise stated by the Customer at the time of delivery, such manuals and technical information are deemed to be delivered together with the delivered good(s), and the Customer may not subsequently claim that he has not received them, unless STET, SA expressly acknowledges that he has not delivered them. The Customer is obliged to provide such manuals and technical information to all those who need them for their use, operation and maintenance, as well as to third party purchasers.
7.10 STET, SA shall be responsible for contracting the loading, transport or unloading services and insurance on behalf of the Customer, unless expressly agreed otherwise, STET, SA may freely choose the company or companies to be subcontracted. Similarly, and unless expressly agreed otherwise, in these cases the loading, transport and unloading risk shall be borne exclusively by the Customer. The Customer hereby waives any liability to STET, SA arising directly or indirectly from STET, SA contracting on behalf of the Customer for the loading, transportation or unloading services. The Customer shall indemnify and hold STET, SA harmless from any claim arising directly or indirectly from the appointment by STET, SA on behalf of the Customer, of the company or companies in charge of providing the loading, transportation or unloading services, and/or the failure of such company or companies to perform their obligations, including but not limited to delay in delivery.
7.11. After six months from the communication of the availability of the goods object of supply without physical delivery having taken place, for any reason not attributable to STET, SA, the latter may decide to terminate the Contract, making the goods object of supply its own, and return the price, discounting from the same the amounts it should retain for damages, losses, costs, expenses and penalties, as provided in the previous paragraphs.
7.12. Sometimes, the delivery of propulsion engines entails the delivery of a lifting beam, owned by the OEM, and which is delivered on a loan basis to the Customer to perform the loading and unloading operations of the same. Such lifting beam shall be kept by the Customer in perfect condition, and be returned to STET, SA within a maximum period of 24 weeks from its delivery.
7.13. Sometimes, the Customers themselves provide material, in order to be assembled in the engines at the factory. In such cases, the material supplied by the Customers shall meet the conditions specified in the OEM's document "Customer Supplied Equipment", or the one replacing or modifying it at each moment, which the Customers declare to know.
8. Delay or lack of payment
8.1. Late or non-payment of part of the agreed price will give STET, SA the possibility to consider as due in advance any future deadlines agreed upon for the total payment of the same.
8.2 Late or non-payment of all or part of the price will entitle STET, SA to
- Charge the Customer interest on the outstanding debt (being also considered as outstanding debt that which results from the early maturity of future terms, when STET, SA exercises the faculty referred to in the previous point), as well as the costs of collection as provided for in Decree Law 62/ 2013 of May 10.
- Withhold the delivery of the goods to be supplied, delay the provision of the services, or interrupt them if they have already been started. In this case, the Client shall pay the reasonable costs of depositing the goods withheld, or the materials required to provide such services, the Client assuming the risk of deterioration or loss thereof.
- require the Customer, at STET, SA's discretion, to perform the Contract or to terminate the Contract, with compensation in both cases for damages and losses.
8.3 The acceptance by STET, SA of partial instruments of payment, such as, for example, bills of exchange, checks or promissory notes, shall in no way be considered indicative of the granting of any postponement of payment, nor shall it imply a waiver by STET, SA of the exercise of the powers it has under the terms of the preceding paragraphs.
9. Grounds for termination
9.1 Unless otherwise expressly agreed in writing by the parties, the Contract may be terminated at the request of STET, SA, for the following causes, among others, that occur subsidiarily, under the terms of the law:
- The declaration of Insolvency (or what legally replaces it), unless the automatic termination is imperatively prohibited by law.
- The Customer's inability to pay its current obligations, even if it has not become Insolvent.
- The Customer's failure to perform any of its contractual obligations.
- Failure by the Customer to pay its tax and social security obligations, or failure to deliver the respective certificate of non-debt when so requested by STET, SA.
- The suspension of the Customer's activity for any reason.
- The Customer's criminal liability for any of the offenses provided by law. 9.2.
9.2 Termination for any of the above causes shall imply payment by the Customer of any damages, losses, costs and expenses, which it has caused to STET, SA.
10. Ethics and Compliance
10.1 The Customer acknowledges that STET, S.A. is bound by the strictest international standards regarding the prevention of money laundering, financing of terrorism and anti-corruption. STET, SA requires its Customers to comply with the binding rules on these matters and, in particular, with the sanctions in force in the European Union and the United States against certain countries and persons, to whom the Customer shall refrain from providing goods and services.
10.2 The parties state that, to the best of their knowledge, neither STET, SA, nor the Customer, nor any of its employees, directors, officers or agents, has offered or promised any kind of compensation or premium with a view to obtaining the signature of the Agreement, other than the commissions that, as the case may be, STET, SA's vendors or agents are contractually entitled to charge STET, SA.
10.3 The Customer undertakes to notify STET, SA in the event that it comes to its knowledge that STET, SA, the Customer or any of its employees, directors, officers or agents has offered or promised any type of compensation or premium among those referred to in the preceding paragraph.
10.4 The Customer shall protect, indemnify and hold STET, SA harmless from any claim or any damages and losses arising from the Customer's failure to comply with the obligations to which it has committed itself in the preceding paragraphs.
11.1 Whenever the supply of goods or the provision of services is to take place off STET, SA's premises, the Customer shall be obliged to carry out, at its own expense, the correct management of all waste generated, in accordance with the standards in force applicable to it.
12.1 The Parties agree that the invalidity of any of the clauses of the Contract or STET, SA's Terms and Conditions shall not imply the invalidity of the Contract or STET, SA's Terms and Conditions, but only that of the clause affected by the invalidity.
13. Joint and several liability
13.1 If, for any reason, the Contract is signed between STET, SA and two or more Customers, the responsibility that falls to the latter under the terms of the Contract or these Terms and Conditions of STET, SA shall be joint and several.
14.1. The Customer shall not assign, delegate or transfer its rights and obligations under the Contract, without the prior written consent of STET, SA
15. Intellectual and Industrial Property
15.1. The intellectual and industrial property rights concerning the goods, documentation and information that are supplied to the Customer (among others, brands, patents, drawings, models or industrial designs, plans or graphics) belong, as the case may be, to STET, SA or to the respective OEM.
15.2 Under no circumstances shall the supply of goods, documentation and information be construed as a tacit transfer to the Customer of the rights referred to in the preceding paragraph. The Customer acknowledges that he has no intellectual and industrial property rights in relation to the goods, documentation and information supplied to him by STET, SA
15.3 The Customer will not manifest itself to the outside, in any case, as owner or holder of the rights referred to in the preceding paragraphs.
15.4 If it comes to the attention of the Customer that any person alleges that the supply of goods or the provision of services which are the object of the Contract infringes any third party intellectual or industrial property rights, he must immediately inform STET, SA
15.5 All documentation and information delivered to the Customer shall be deemed to be for the proper performance of the parties' obligations under the Contract. Furthermore, such documentation and information shall be considered confidential, and may not be transmitted in any way to third parties, except what is inherent to the goods supplied, such as the operation and maintenance manuals.
16. Telemetry Systems
16.1. The supplied goods may have telemetry systems incorporated with the purpose of transmitting to STET, SA or to the respective OEM certain data relative to these goods, such as, among others, the model and series of the goods, the location of the same and operational information of all kinds (for example: emissions, alarms, hour meter).
16.2. The Customer authorizes STET, SA and the respective OEM to activate said telemetry systems and to process the resulting information, with the following objective:
- To improve service to the Customer.
- To help the Customer to manage his equipment.
- To provide information for statistical purposes for market research.
- To allow STET, SA or the OEM to advise the Customer on the acquisition of new goods or services related thereto.
16.3 STET, SA will take reasonable precautions to protect the Customer's privacy when handling the information referred to in the preceding paragraphs, and undertakes to use such information solely for the purposes described in the preceding paragraph.
17.1. Unless the parties expressly agree otherwise in writing, communications from the parties in connection with the Agreement shall be valid and effective only if made in writing.
17.2. In no case shall cross-communications through the use of digital social communication tools or instant messaging applications such as WhatsApp, Facebook, Instagram, Snapchat and similar applications be contractually valid.
17.3 The addresses of the parties communicated in the Agreement, whether or not they constitute the registered offices of the same, are valid addresses for the purposes of communications related to the Agreement.
18. Independent Parties
18.1 The parties express that each party, its employees, agents or subcontractors are independent of the other party, and that the provisions of the Agreement may not be construed as constituting a partnership, temporary or permanent union, joint venture, agency or association of any kind.
18.2 Each party shall be responsible for the administration and management of its personnel and employees for technical, professional or employment purposes, without in any way the personnel of one party being considered to have been under the supervision, control or administration of the other party by reason of the fact that the latter was present during the provision of services or work by such personnel.
19. Non-Waiver of Rights
19.1 Commercial concessions or waiver of rights, benefits or penalties by STET, SA in relation to a given Contract shall in no way be considered as constituting a tacit agreement, for future contracts, by which STET, SA undertakes to grant the same or similar concessions, or to waive such rights, benefits or penalties.
19.2 The fact that STET, SA has temporarily allowed, in relation to any Contract, the total or partial non-fulfillment of obligations by the Customer, or has not demanded such fulfillment, shall not be interpreted to mean that STET, SA waives to demand the partial fulfillment or full fulfillment of such obligations.
19.3 Likewise, the fact that STET, SA has not made use of its faculty to demand the payment from the Customer of amounts for contractual or extra-contractual civil liability, costs, expenses, interest or penalties shall not be interpreted as meaning that STET, SA has waived its right to demand such payment from the Customer.
19.4 The termination of the Contract, for any reason whatsoever, shall not imply a waiver by STET, SA to demand the payment by the Customer of any amounts due for any reason whatsoever, including contractual or extra-contractual liability, costs, expenses, interest or penalties.
19.5 The establishment of penalty clauses for the benefit of STET, SA does not imply a waiver of the Customer's contractual civil liability or non-contractual liability for the excess damage.
19.6 The establishment of penalty clauses for the benefit of the Customer shall imply a waiver to demand contractual civil liability or non-contractual liability from STET, SA for the excess damage, unless otherwise expressly agreed in writing.
20. Jurisdiction and applicable law
20.1 The Parties agree that these STET, SA Terms and Conditions and any Contract entered into between them subject to these Terms and Conditions shall be governed by Portuguese Law. The Customer and STET, SA expressly submit to the District Court of Lisbon for the resolution of any differences that may arise between them with express waiver of any other.
1. Scope of application
1.1. These general conditions apply to any repair Contract and any other technical service provision entered into by STET, SA with its Customers.
2. Applicable prices
2.1. The price of the accessories, spare parts and labour shall be as indicated in the official price list in force by STET, SA at the time of providing the Customer with the work carried out.
2.2 Interruptions in the repair work due to causes beyond STET, SA's control will be invoiced as hours worked. These interruptions will also imply the consequent modification of the execution time estimated in each proposal, budget or evaluation.
3. Repair contract or relating to other interventions of the technical service
shall be valid for thirty consecutive days from the date of their communication. The costs incurred in preparing the proposal, estimate or evaluation (estimate, diagnosis, working hours of disassembly and assembly of elements, among others) will be borne by the Customer if he finally chooses not to perform the corresponding repair or technical service, within thirty calendar days from the date of communication of the proposal, estimate or evaluation.
3.2 If, during the performance of the services, the need arises to perform additional or different work, or to use additional or different materials from those initially contemplated, the Client will be informed in advance so that he/she may decide whether to continue the performance of the services, paying, as the case may be, in addition to the price contemplated in the Agreement, the price corresponding to such additional services or materials, or to interrupt the performance of the services, paying proportionally the price corresponding to the services already performed or materials already delivered. Nevertheless, if the amount of such additional or different works or materials does not exceed 10% of the proposed price, STET, SA may terminate the execution of the contracted services without the need to obtain the Customer's prior authorization.
3.3 The execution time foreseen in each proposal, estimate or assessment may vary if, during the execution of the services, it becomes necessary to carry out additional or different works, or to use additional or different materials to those initially contemplated.
3.4. Except as expressly provided for in the Contract, it is the Client's responsibility to replace the necessary protection and regulation elements (such as sensors, thermostats, thermocouples and/or manometers) to leave the goods object of the service provision operational and well protected, once the tasks described in the Contract have been completed, as well as the insulation of hot spots, the placement of flammable fluid piping protections, the use of double piping in high-pressure fuel systems, as well as full compliance, if applicable, with the SOLAS standard in effect at all times, or the one that replaces it.
4. Payment method
4.1 Within the limits established by law, the price will be paid by the Customer in cash (by bank transfer, in cash, bank cheque, cheque guaranteed confirmed by the bank or credit card) before the respective repair or intervention by STET, SA technicians, unless, expressly and individually, different conditions have been agreed upon.
5. Service outside STET, SA's premises
5.1 Whenever the service provision object of the present regulation must be carried out outside STET, SA's premises, the Customer will be obliged to:
- Confirm the request for the intervention of the technical personnel he/she needs, in writing.
- Make available to STET, SA personnel, at times within working hours, the goods that must be the object of their intervention.
- Remove the solid, liquid or gaseous waste (oils, brake fluids, hydraulic fluids, batteries) always respecting the applicable norms.
5.2 If, in the opinion of STET, SA technical service, the repair or intervention requested cannot be carried out at the place designated by the Customer and the Customer chooses to have the equipment transported to STET, SA workshops, the Customer will bear the risks of the transport and will incur the expenses arising therefrom at their own expense.
5.3 When the service is carried out on boats, under no circumstances does the price include the embarkation and disembarkation expenses for the materials and tools needed to carry out the repair services and other interventions by STET, SA's technical service, nor the staff time spent moving the parts to and from the engine room or inside it.
5.4 STET, SA shall be responsible for sending the spare parts required for the provision of the repair services and other interventions of STET, SA's technical service, unless expressly agreed otherwise in writing. It is the Customer's sole responsibility to arrange the necessary access routes for STET, SA to provide the repair services and other interventions of its technical service as well as to arrange the premises to enable STET, SA to provide them. In particular, when the respective services are provided on a vessel, the Customer undertakes to arrange a clean and sufficiently large space, both in the engine room and in the space used for the storage and movement of spare parts. It is also the Client's responsibility and at its own expense to provide the electricity, water, gas, fuel and compressed air necessary for the provision of these services. Likewise, it is the Customer's responsibility to inform STET, SA technicians of any particular personal risks in the place where the services are provided, such as gases, asbestos, toxic products, falling objects, work at elevation and height, as well as any personal risks that may arise from the use of tools provided by the Customer. Any points or elements of risk on the premises where the services are to be provided must be duly signposted. The Customer will provide the necessary safety means in everything related to the work that STET, SA technicians are going to carry out. STET, SA technicians may interrupt the provision of the service if they consider that the continuity of the work involves any personal risk. Any interruptions or suspensions of the work for the reasons contemplated above will not be considered interruptions or suspensions caused by STET, SA, but by the Customer. Under no circumstances will the costs required to repair the aforementioned roads and installations be considered included in the price.
5.5 The price of the repair services or other interventions of the technical service of STET, SA does not include the cost of obtaining and/or using specialized and specific tools for the intervention on goods owned by the Customer that have not been supplied by STET, SA, that are not part of the common tooling for the performance of the requested intervention or that, being part of it, cannot be reasonably transported by the technical service of STET, SA to the place of performance of the requested intervention. It is the Customer's responsibility to make these tools available to STET, SA.
6. REMAN parts or rebuilt assemblies
6.1 The Customer shall give a favourable opinion on the fitting of REMAN reconstructed parts or sets.
6.2 If REMAN rebuilt parts or assemblies are used in a particular service, the Customer shall return the replaced parts or assemblies (hereinafter, "colors"), for which he shall receive a payment, provided they are original and their condition meets the minimum OEM acceptance requirements. Payment to the Customer for the delivered defective part or assembly will be made, after passing the inspection controls at STET, SA's facilities, in the amount due to him, according to the acceptance criteria issued by the OEM supplier. The period for receipt of "colors" will be 15 days from the delivery or installation by STET, SA of the respective rebuilt part or assembly; after this period STET, SA reserves the right to accept or reject them. The costs and management of sending the colors to STET, SA shall be borne by the Customer.
7. Return of replaced accessories and spare parts
7.1 The parts that have been replaced by STET, SA as a consequence of any intervention of its technical services in STET, SA workshops will be at the Customer's disposal for a period of 15 days from the date of the respective invoice, unless the parts used in the intervention are rebuilt. After the indicated period has elapsed without the customer having claimed the replaced parts, STET, SA may proceed to scrap, destroy, recycle or dispose of them, as applicable to each case and type of waste.
8.1. The warranty period for spare parts and accessories sold, when the spare parts and accessories sold are guaranteed under the terms of the Contract, and always with the content and exclusions of the warranty granted by the respective OEM, will be: (i) 12 months on Caterpillar brand new or REMAN spare parts and accessories, ii) 6 months on MaK brand new spare parts and accessories, iii) 6 months on sets from the respective STET, SA Exchange Program, iv) 60 days on used spare parts and accessories, v) 1 month on turbochargers, iv) 1 month on injection systems (injectors, pumps). The labor will be three months from the date of completion of the respective technical service, unless a longer period is expressly agreed upon in writing. However, the warranty period for the labor on turbochargers and injection system shall be one month.
8.2 Spare parts and accessories that are replaced under warranty conditions will be covered for the remaining warranty period of the initial supply. The Customer acknowledges that the warranty work will be performed within STET, SA's working hours. If, at the Customer's request, work has to be carried out outside working hours, STET, SA will charge the difference between the standard warranty and the one applicable in such a case, according to the official rates applicable at each moment. 8.3.
8.3 In no case are the faults of spare parts or accessories not replaced or not supplied in an intervention by STET, SA's technical service, nor those reused, manipulated or installed by the Customer himself or by third parties, considered to be covered by the warranty, where applicable.
8.4 Any deterioration or breakage of spare parts and accessories that have not been kept in the appropriate conditions, or that do not comply with the instructions of the OEM or STET, SA, or with the provisions of their respective manuals, is excluded from the warranty. In any case, unsuitable conditions are considered to include, but are not limited to, environments that are saline, corrosive, or otherwise negatively affect the substance or form of such parts and components. Likewise, STET, SA disclaims all liability for damages directly or indirectly resulting from the breakage or failure of spare parts and accessories which have been kept in unsuitable conditions or contrary to the said instructions or manuals. Also not covered by any warranty are those spare parts or accessories which, during the warranty period, have been manipulated by the Customer without the prior authorization of STET, SA
8.5 Should the Customer request the intervention of STET, SA's technical service during the warranty period, whether or not they are under warranty, the Customer must request such intervention in writing. Upon receipt of this request, STET, SA will carry out a diagnosis, the cost of which will be borne by the Customer, unless, as a result of the same, the respective warranty is applied.
8.6 Under no circumstances will STET, SA pay for work carried out by third parties, even if they are under warranty, without having previously given its assent to them.
8.7 For the exclusive purpose of this clause, REMAN rebuilt spare parts and accessories will be considered new spare parts and accessories.
9.1 The goods which are subject to intervention by STET, SA's technical service in STET, SA's workshops will be delivered on a truck in the same workshops, being the Customer responsible for contracting the transport.
9.2 If the Customer requests that the goods subject to intervention by STET, SA technical service are sent to the home or place designated by him, he will bear the costs and risks of transport, STET, SA fulfilling its delivery obligation at the time of placing the goods at the disposal of the carrier who will deliver them to the Customer.
10. Subsistence expenses
10.1 Once the Customer has been informed that the intervention requested from STET, SA's technical service has been carried out, if five working days have passed and the Customer has not removed the goods from our premises, STET, SA will receive for each repair, as subsistence expenses, the higher of the amount of 15 euros (fifteen euros) per day or 3 euros (three euros) per m2 of occupied surface area per day.
10.2 These subsistence expenses will also apply when, after the Customer has been notified of the repair estimate, three working days elapse without the Customer accepting the estimate or removing the property to be repaired from STET, SA's premises.
11. Authorizations and licences
11.1 Whenever the intervention of STET, SA technical service at the place designated by the Customer requires the request for any type of authorization, license or concession from any public or private entity, it will be the Customer's responsibility to obtain such authorization, license or concession, and the costs incurred for this reason shall be borne by the Customer.
12. International service and shipping services
12.1 For international services, meaning all those not provided in Portuguese territory, STET, SA will invoice a minimum of 10 hours of work per day for each technician involved in the respective work.
12.2 When the services are to be provided while sailing, "service while sailing" being understood as that which is provided on any vessel outside the port (or in port, when the services require overnight stay), even if it is within Portuguese territorial waters or the exclusive economic zone, or on any maritime platforms, STET, SA shall invoice a minimum of 12 hours of work per day for each technician involved in the respective work, and each hour invoiced shall imply an increase of 10 € on the official hourly rate.
12.3 The Customer shall always bear the travel, maintenance and accommodation costs of STET, SA personnel (both outward and return). The travel hours of the technicians involved in providing the services will be considered working hours, and will consequently be invoiced. For services in navigation, the Customer will allow STET, SA technicians to use the dining room of the vessel, and will provide them with the cabins they need to stay overnight, without under any circumstances having to share a cabin with people outside STET, SA
12.4 It is the Customer's responsibility and at his own expense to ship and handle the administrative, customs (at the destination customs) and logistical arrangements of the materials, spare parts and tools to the premises where the respective technical service will be provided.
12.5 STET, SA is not obliged to provide technical service, even when it is a service arising from the application of a guarantee, at facilities located in regions for which the Ministry of Foreign Affairs of Portugal or the respective Ministry or applicable body abroad has published security recommendations. In the case of services on board (including vessels in port), STET, SA technicians will not board if the sea state forecast during the trip, according to the National Institute of Meteorology or the local service in its absence, is of swell and winds above force 4. If the sea state reaches these levels after navigation has begun, these technicians will have no obligation to remain in the engine room.
12.6 In services under navigation, the captain of the respective vessel shall mention the STET, SA technicians by name in the list of persons on board.
12.7 For safety reasons, under no circumstances shall STET, SA technicians work in the engine room without the direct supervision of the Customer's personnel. If STET, SA has appointed only one technician to provide services in a particular engine room, he shall always go accompanied by at least one crew person.
1. Scope of application
1.1 These conditions shall apply to any contract for the sale of spare parts and accessories concluded between STET, SA and its Customers.
2. Applicable prices
2.1. The price of the spare parts and accessories shall be that indicated in the official price list in force by STET, SA at the time of delivery to the Customer of the spare parts.
3. Return of spare parts or accessories
3.1. STET, SA reserves the right to accept returns of spare parts or accessories sold for reasons other than the defect or guarantee of the spare part or accessory in question. In cases where STET, SA accepts the return of spare parts or accessories previously purchased from it, the presentation of the respective delivery note or invoice, the correct state of the packaging of the spare parts or accessories to be returned, the fact that they have not been used and that they are in perfect state of repair will be essential. In general terms, the return of the material supplied will not be accepted after 15 days have passed since the delivery was made; in any case, the return of spare parts or accessories will be subject to a reduction of the price due to them, at the expense of the returning Customer, according to the type of spare part or accessory in question, which is identified on the delivery note and, at the time elapsed since the delivery, according to the following table:
|TYPE OF ACCESSORY or SPARE PART||PRICE REDUCTION PERCENTAGE PER RETURN|
|UP TO 15 DAYS||BETWEEN 16 AND 30 DAYS||BETWEEN 31 AND 90 DAYS|
|Supply STOCK /|
National / Factory
Fábrica / Camião
Factory / Aircraft
Part (NS) / Non Returnable (*)
Part (non-returnable) is identified on the packing slip and invoice with an asterisk (*) next to the reference.
Part or accessory (NS) is a product or reference, without normal consumption or availability at national level.
accessories sold are warranted under the terms of the Agreement, and always with the content and exclusions of the warranty granted by the respective OEM, shall be twelve months from the date of delivery, except for the sale of used parts, which shall be 60 days, and for the sale of MaK parts, which shall be 6 months.
4.2 In the event of a failure of a particular spare part or accessory, the Customer will be provided, free of charge, with another spare part or accessory to replace the previous one. Spare parts and accessories that are replaced under the warranty conditions will be covered for the remaining warranty period of the original supply. If there is no stock of the part to be replaced under warranty in STET, SA's spare parts and accessories warehouse, the Customer will be refunded the price corresponding to the purchase amount. The warranty period for the assembly of the spare parts or accessories supplied will be three months from the date of completion. In any case, STET, SA's liability for the breakdown of the spare parts or accessories sold or for their assembly will be limited to the warranty period and to the price paid by the Customer to STET, SA for the spare part or accessory that breaks down or for their assembly, without STET, SA being liable for any other damage or loss, emergent or consequential, or loss of profit.
4.3 For the exclusive purposes of this clause, REMAN rebuilt spare parts and accessories shall be considered new spare parts and accessories.
5.1 All spare parts and accessories sold by STET, SA shall be delivered at STET, SA's premises Should the Customer request that the requested material be sent to the address designated by him, the Customer shall bear the expenses (according to the table of transport / national service and islands in force) and risks of transport, STET, SA fulfilling its delivery obligation when placing the goods at the disposal of the carrier on a truck at STET, SA's premises, which will then deliver them to the Customer. The Customer, or the entity responsible in accordance with the applicable law, shall be fully responsible for compliance with all local regulations applicable to it in matters of waste management.
6. REMAN Rebuilt Parts or Assemblies
6.1 In the sale of REMAN reconstructed parts or sets in which the Customer delivers the defective part or set, payment to the Customer for the delivered defective part or set will be made, after it has passed the inspection controls at STET, SA's facilities, in the amount due to him, according to the acceptance criteria issued by the OEM supplier.
6.2 The period for receipt of the defective parts or assemblies will be 30 days from the delivery of the rebuilt material, after which time STET, SA reserves the right to accept or reject them.
7. Exchange Program Sets
7.1 When it is agreed between the parties to be subject to the Exchange Program, STET, SA will replace the Customer's defective set by another, already repaired or new, of the same class.
7.2 The Customer will assume the set received from STET, SA, by the simple fact of delivering to STET, SA the defective set and paying the amount for its repair.
7.3 The Customer will have a period of 10 days from the date of the delivery note of the repaired set to deliver the defective set to STET, SA. If, after this period, the Customer has not done so, STET, SA will invoice 90% of the retail price of the new set, or this price in full, depending on whether the set delivered is repaired or new.
7.4 If the Customer's faulty set is technically or economically impossible to repair, STET, SA will also invoice the set it has provided, i.e. 90% or 100% of the retail price, according to the above, depending on whether it is a repaired set or a new one. In addition, STET, SA will make the faulty set available to the Customer during a period of 10 days from the date of notification, after which time STET, SA will consider that the Customer has abandoned the faulty set and, for waste management reasons, will dispose of it in the manner it considers appropriate, without the Customer being able to claim any compensation or indemnity of any kind.
1. Security deposit
1.1 As a guarantee for its obligations under this agreement (hereinafter the Agreement), the Tenant shall hand over to the Lessor before taking delivery of the property that is the subject of the Agreement (hereinafter the Equipment) the amount specified in the Agreement as a surety. The surety shall be returned to the Tenant within 8 days following the last payment of the amounts due by the Tenant, in application of the provisions of the general and specific conditions of this agreement.
1.2 If the deposit is applied to the liabilities of the agreement, the Tenant must pay it back within two working days. If it fails to do so, the Lessor may terminate this agreement.
2. Rental duration and rate
2.1 The minimum duration of the contract is one MONTH. Once this period or, as the case may be, the duration time specified in the Contract has elapsed, it may be extended:
- Expressly by further agreement between the parties, or
- Tacitly by the simple fact that the Lessee continues in possession of the Equipment with the permission of the Lessor.
2.2 Unless expressly agreed otherwise between the parties, the rental comprises a maximum use of 8h/day, 40h/week or 160h/month. At the end of the rental, the Lessor shall invoice the hours exceeding this limit at the price established in the Agreement for the extra hour or, failing that, in proportion to the established price.
3. Delivery of the Equipment, start-up and maintenance
3.1 Unless the Lessor objects in writing within 24 hours after delivery of the Equipment, the Lessee declares to have received the Equipment in perfect conditions of use, operation, safety and external appearance, as well as a copy of the operation and safe operation manual, and shall contact the Lessor to resolve any doubts about its use, maintenance or safety, by telephone, mail or through its website ( https://www.stet.pt/en/company/contacts).
3.2 The cost of replacing the contact key for reasons attributable to the Lessee shall be 150 euros, payable in cash.
3.3 It is the Lessee's responsibility that the handling of the Equipment is always carried out by an operator duly qualified and legally authorized for its operation and the application for which the Equipment is intended in each case.
3.4 The Lessor shall be responsible for the periodic overhaul and maintenance of the Equipment in order to keep it in the correct state of use and operation, and shall be responsible for the amount of such overhaul, as well as for the repairs that must be made to the Equipment, whenever they are the result of normal breakdowns resulting from its proper use by a qualified operator, and the Lessee shall be responsible for making the Equipment available to the Lessor to carry out the necessary maintenance.
3.5 When the Equipment breaks down or suffers any malfunction, it will be mandatory to notify the Lessor by phone immediately, ratifying the notice in writing within 24 hours after the first notification. The stoppage due to malfunction will only be considered from the moment such notification, ratified in writing, is received; no other claim will be accepted.
3.6. The Lessee must inform the Lessor, as soon as possible, of all breakdowns or damage that the Equipment may suffer and proceed to its stoppage when so instructed by the Lessor, either to avoid aggravating the breakdown or for safety, the Lessee being responsible for any damage caused by the non-stoppage of the rented Equipment.
3.7 The Lessee shall bear the fuel, wear and tear material and all lubricants, oils, greases, electrolytes and consumables required by the Equipment for its normal operation, as well as the performance of daily maintenance, in accordance with the operation manual, which includes:
(a) Check and maintain daily the oil levels of the engine, gearbox, hydraulic system and other parts of the Equipment, electrolyte levels in the battery and coolant level in the cooling system, according to the manufacturer's specifications.
(b) Check and maintain the manufacturer's recommended air pressure in the tires of the Equipment (if any) on a weekly basis.
(c) Properly repair any punctures or other breaks in the tires of the Equipment (if you have them), bearing the expense of replacing those damaged by you or your employees.
3.8. Similarly, the Lessee shall bear the amount of repairs it has to make to the Equipment for damage and breakdowns which may arise from the misuse, negligence or unskillfulness of the Lessee or the personnel authorized by it to use the Equipment.
4.1. The Lessor has taken out an insurance policy that guarantees "Civil Liability" for the damage that the equipment subject of this contract may cause to third parties as a result of a manufacturing defect, and it is the Lessee's responsibility to include such equipment in its civil liability policy in order to cover the damage that, as a result of its use, it may cause to third parties or to the rented equipment itself.
4.2. The rented vehicles have the corresponding Mandatory Vehicle Insurance (SOV), which does not cover damage in processes other than circulation. The Lessee acknowledges that this insurance does not cover its own damage and/or to third parties in operating processes, maneuvers and locations other than those established by the legislation governing motor vehicle circulation insurance, and that, therefore, any damage or failure in work will be at the Lessee's expense. Without prejudice to the above, the Lessee shall be liable for any damage it causes to third parties or for any damage to the rented equipment.
4.3 In the event of total loss of the rented equipment, its value shall be deemed to be that stated on the face; failing that, the replacement value for goods less than 18 months old and 70% of their new value for goods older than 18 months.
4.4 If the Tenant requests the Lessor, he may take out a Worker's Compensation Insurance policy plus the contract value, at the Lessor's expense, for accidental damage suffered by the leased equipment with the following exclusions: misuse, negligence or unskillfulness in the use of the leased equipment, theft or robbery without force or violence of the unit or any of its components, acts of vandalism, terrorism or sabotage. This coverage will entail an excess of 10% of the compensable damages of at least 2,500 euros. Alternatively, if the Tenant does not wish to take out damage cover, he must provide the Lessor with satisfactory proof of the validity of insurance policies covering damage to and loss of the Equipment for the amount stated in the Contract. The insurance referred to must be valid for the period of the rental.
4.5. The Lessor reserves the right to terminate the rental agreement, even before it begins, if it believes that the insurance coverage is insufficient or that its validity period has expired without having been validly extended or replaced. In any case, it is the Lessee's responsibility to include the equipment in its civil liability policy, in order to cover damages that, as a result of its use, it may cause to third parties.
5. Use of the equipment
5.1. The Equipment may only be used for the place and application indicated in the Contract and, in any case and unless expressly authorized by the Lessor, only in the Portuguese territory, without prejudice to the damage suffered by the Equipment due to the Tenant's responsibility, shall entitle the Lessor to terminate the agreement under the terms set forth in clause eight and/or, at the Lessor's discretion, to apply a surcharge of up to 400% on the rents received or pending receipt until the equipment is terminated and returned to the Lessor. The Equipment shall be used exclusively by the Lessee, without any possibility of assignment or sublease to third parties without the express authorization of the Lessor.
6. Transporting the Equipment
6.1 Unless otherwise agreed, the transport of the Equipment from the Lessor's premises to the workplace, its unloading and its return to the Lessor's premises shall be the responsibility and at the expense of the Lessee and must comply with all applicable legislation. The Lessee shall be liable for damage to the Equipment during its transportation and shall also be responsible for insurance from the beginning to the end of such process.
7. Ownership of the Equipment
7.1. The Lessee at all times acknowledges STET, SA's ownership of the Equipment. Therefore, in the event of a seizure or other act that, coming from the judicial or administrative authorities and even private individuals, disturbs the ownership or possession of the Equipment subject of this contract, the Tenant shall be obliged to declare its status before such third parties and to clearly notify the Lessor, as soon as possible, of the facts in question.
7.2 If the Tenant is declared bankrupt by a court, the Lessor as owner of the Equipment may request the separation of the Equipment from the assets seized at the order of the bankruptcy estate.
8. Termination of the agreement
8.1. The Lessor may unilaterally terminate the agreement when the Lessee fails to pay the agreed rent, uses the Equipment for an application other than those stated or fails to comply with any of the obligations he has undertaken in this agreement, without further requirement other than his express notification by the Lessor at the address stated in the Agreement. Termination shall entitle the Lessor to hold and remotely immobilize the Equipment, to recover it immediately and to retain the rents already received. Similarly, the Lessor shall be entitled to claim the rents pending payment up to the moment of termination of the contract and 50% of the rents remaining until the scheduled end of the contract and the costs of removal of the Equipment.
8.2 In the event of early termination of the contract by the Tenant's unilateral will, the Lessor is entitled to receive 50% of the rentals outstanding until the scheduled end of the contract and the removal costs.
In the event of non-payment of the amounts due under this contract, default interest shall be added as soon as they are due, in the monthly amount of 1.5%.
9. Return of the material and penalty clause
9.1 Upon expiration of the contractual term or in case of termination of this Agreement, the Lessee shall be obliged to return to the Lessor the Equipment clean and in the same condition in which it received it, except for normal wear and tear due to use, which for the undercarriage and tires is set at 3% for every 200 hours of work for machines on wheels and 3.5% for every 200 hours for machines on chains. The washing and disposal of any sludge will be borne in full by the customer, at the following rates that will be included in the final invoice:
- Standard washing, included in the rate
- Medium wash EUR 200 + VAT
- Heavy washing € 400 + VAT
9.2 Without prejudice to the Tenant's obligation to return it and transport it to the Lessor's premises, the Lessor may choose to remove it by its own means from the place where it is in the Tenant's care, the Tenant authorizing the Lessor to enter its premises for this purpose.
9.3 If the Tenant, once the agreement is terminated or terminated, refuses to return the Equipment to the Lessor, without prejudice to the actions which in such case are incumbent upon the Lessor for the recovery of the Equipment, the Tenant shall be obliged to indemnify the Lessor in an amount equal to three times the fixed monthly rent, for each month or fraction that it has wrongfully retained the Equipment.
10. Waste Management Fee
10.1 The Tenant will be charged 1% of the monthly rental amount as a waste management fee, to be included in the last invoice.
11. Breakdowns, breakdowns and theft
11.1 When the Equipment breaks down or suffers any malfunction, damage or theft, it is mandatory to notify the Lessor by telephone immediately, ratifying the notice in writing within 24 hours. The stoppage due to breakdown will only be considered from the moment such notification, ratified in writing, is received; no other claim will be accepted.
11.2 No claim will be accepted for downtime, including, in particular, downtime resulting from poor or adverse conditions of the terrain on which the Equipment operates, those resulting from weather conditions, the stoppage of the work for any other reason, those resulting from acts of God or those that may be the responsibility of the Lessee. If the stoppage occurs due to the Lessor, the Rental Agreement shall be suspended for the time it persists.
11.3 The loss of the Equipment due to theft, robbery or its inability to be used due to damage caused by criminal activities shall not suspend the term of the Contract, nor produce its termination until the Tenant delivers to the Lessor a copy of the respective report before the police or judicial authority of the criminal facts that justify such damage or disappearance.
12. Inspection and control
12.1 The Tenant shall allow the Lessor, at all times and without the need for prior notice or authorization, access to the place where the Equipment is located for its revision, repair, inspection and maintenance operations. The Lessee's refusal to grant this authorization will give the Lessor the possibility to terminate the Contract and releases it from all liability for damages suffered by the Equipment or that it may cause to persons or houses arising from the lack of such maintenance, revisions and controls.
13. Compliance with legal regulations
13.1 The Lessee is responsible for complying with the legal and administrative regulations for the safe use of the Equipment and the use of authorized fuel, and shall bear the damages and penalties caused by their non-compliance.
14.1 All taxes that may apply to the rental of the Equipment shall be borne by the Lessee, except those which, by law, applicable must be paid by the Lessor. According to the Law, the generation of electricity is subject to Electricity Tax. STET, SA is not, under the law, a producer of electricity, and is therefore not subject to this tax. The Tenant shall be solely responsible for the obligations relating to said tax, including payment thereof, only to the extent that, according to law, it is to be considered a producer of electricity and/or in cases of self-consumption.
I declare that I have read and understood the STET, SA Terms and Conditions, which are governed by Portuguese Law, which I accept, and I declare that I have authority to represent the Customer, undertaking to indemnify STET, SA for any damages and losses that may arise from the lack of truthfulness of the foregoing statement.
I declare that I have taken the liberty to seek legal advice for the purpose of understanding the nature and effect of all the provisions of these Terms and Conditions of STET, SA, and that I have sought such advice, or have waived it of my own volition, because I do not consider it necessary.
I expressly acknowledge having received, prior to signing the contract, information about the general conditions of the contract; I also acknowledge having analyzed and understood the content and scope of all the clauses of this contract and express my agreement and acceptance of them, especially of those that imply a limitation of my rights and an imposition of responsibilities.