TERMS AND CONDITIONS

1. Applicability

1.1 The legal relationship between Stem parts Europe d.o.o. (hereinafter referred to as the “Seller”) and
the Buyer are subject exclusively to the General Terms and Conditions of Sale proper to each individual
sales transaction.
1.2 The General Terms and Conditions of Sale are binding upon confirmation by Seller of Buyer’s order
and are hereinafter collectively referred to as the “Agreement”.
1.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Agreement shall
not be construed as a waiver of any of its rights under the Agreement, at present or in the future.
1.4 Seller communicates its General Terms and Conditions of Sale to Buyer through a link to its
webpage, e-commerce system, e-mail or any other written notice.
1.5 Buyer cannot unilaterally or tacitly depart from the Agreement in any way whatsoever (e.g. by
simple conduct). The Agreement excludes the application of any of the Buyer’s general or special terms
and conditions. Buyer consequently recognizes that its general or special conditions do not apply to the
Agreement.
1.6 The Seller retains the right to modify the terms of the Agreement at any time, by announcement on
its dedicated webpage. Such modification is binding upon acceptance by Buyer of Seller’s order
confirmation dated fifteen (15) or more calendar days later than the modification date.
1.7 The Agreement supersedes all written or oral arrangements, contracts, proposals and commitments
related to the object described in the Agreement, entered into at a prior date.

2. Quotations and orders

2.1 Quotations are free of charge and are indivisible. Quoted prices are valid during fifteen (15) calendar
days, subject to availability. A quotation represents a mere proposal by the Seller and does not bind the
Seller, not even following acceptance by the Buyer. Only written acceptance by the Seller through order
confirmation creates an Agreement.
2.2 Buyer must place its orders through Seller’s e-commerce system, by e-mail or fax, and conduct all
ensuing communication relating to its order through one of these channels, unless indicated otherwise
in the Agreement.
2.3 The Seller assumes that the information, drawings and other data submitted by the Buyer are
correct and may use these as the basis of his quotation. Where the Buyer himself places an order by
citing himself references to the Seller, then the Seller shall assume that these correspond with the
Product effectively required.
2.4 Even though all illustrations, measurements, capacities, weights and other details regarding
machines and parts, price lists, offers included in the Seller’s catalogue or the Seller’s website or demo
models are compiled with the greatest possible care, they only constitute an approximation and are
purely informative and thus given free of obligation.

3. WHICH CATEGORIES OF PERSONAL DATA DO WE PROCESS?

We process following categories of personal data: technical information associated with the device
you use, your browsing preferences, basic identity information you provide us with, the content of
your communication, the technical details of the communication, your preferences regarding
receiving our e-mail communications, publicly available information of your profile, any other
personal data you choose to provide to us, your order and the details pertaining to the order itself.
Most of the personal data we process, we receive directly from you. However, from time to time we
may receive personal data from third parties.
2.1 Whenever you use our Website, Webshop and Social Media Channels, we collect:
– technical information associated with the device you use, such as your IP address, browser type,
geographical location and operating system;
– information concerning your browsing behavior, such as how long you visit, what links you click
on, what pages you visit and how many times you visit a page.
2.2 When you fill out the contact form on our Website, use the chat function or contact us via e-mail,
telephone, fax or Social Media Channels, we collect: 
– the basic identity information you provide us with, such as name, e-mail address, postal address,
telephone number, the company you work for, your function.;
– the content of your communication and the technical details of the communication itself (with
whom you correspond at our end, date and time, etc.); 
– your preferences regarding receiving our e-mail communications, such as newsletters,
promotions, advertisements, etc., if you have chosen to receive such communications and you
have indicated your preferences in the Preference Center.
– publicly available information of your profile on Social Media Channels;
– any other personal data you choose to provide to us.
2.3 When you place an order on one of our Webshop, as customer or supplier, we collect:
– the basic identity information we require to process your order, such as your name, company,
function, postal address and telephone number;
– details pertaining to the order itself.
2.4 All of the personal data listed above, we receive directly from you. It may happen that we receive
additional information about your preferences and surfing behavior from partners such as Google,
Facebook, Yandex and AddThis/Oracle. If you require more information about the personal data
these parties process about you and make available to others, you are kindly requested to consult
their respective privacy policies:
– Google:  https://www.google.com/intl/en/policies/privacy/
– Facebook:  https://www.facebook.com/about/privacy
– Yandex:  https://yandex.com/legal/privacy/
– AddThis/Oracle:  http://www.addthis.com/privacy/

4. Price

4.1 The price for the Products is determined in the Agreement (hereinafter referred to as the “Purchase
Price”). The Purchase Price is exclusive of VAT, taxes and levies, import or export duties. The Purchase
Price includes neither charges for delivery or collection of the Products nor the costs of any possible
assembly, installation and start-up or, as the case may be, putting them into service (hereinafter
referred to as the “Costs”). The Costs are at the Buyer’s expense and shall be separately invoiced, and
will themselves be exclusive of VAT, taxes and levies, which are payable in addition to the Costs.

5. Payment

5.1 Unless otherwise expressly agreed upon in writing in the Agreement, the Buyer shall pay the
Purchase Price and the Costs within thirty (30) days of the date of the Seller’s invoice, via a transfer to
the account number mentioned on the invoice, and mentioning the details as on the invoice. The Seller
does, however, have the right to ask for a deposit or even complete payment prior to delivery. Making a
complaint, in accordance with Art. 9.2 or 9.3, does not relieve the Buyer from his obligation to pay
within the stated period. Upon written request of the Buyer, for a period to a maximum of thirty (30)
days, the Seller will provide the Buyer with a copy of the consignment note issued when the Products
are delivered to the Buyer. The Buyer acknowledges that if it has not requested a consignment note
within thirty (30) days of the date of invoice, the Seller is not obliged to provide the consignment note
and the Products are deemed to have been delivered.
5.2 The Purchase Price and the Costs are only effectively paid from the moment they have actually been
received by the Seller.
5.3 The Buyer shall not be entitled to suspend and/or delay the payment of the purchase price, nor to
set off its debit towards the Seller, even in case of claims connected with this purchase and raised for
whatsoever reason, including in a judicial proceeding.
5.4 In the case of complete or partial non-payment of the debt on the due date laid down in Art. 5.1, the
Buyer is liable, without prior notice, to pay a default interest of 10% per annum on the total amount
outstanding from the day following the due date until complete payment. Further, in the
aforementioned case, the Buyer shall immediately and without prior notice pay a lump amount of
compensation of 15% of the balance due, for a minimum of 125 EUR, even where a respite term is
granted, and this in no way diminishes the Seller’s right to claim a higher amount of compensation.
5.5 In the case Seller becomes aware of any circumstance which may cause the financial status of the
Buyer to substantially deteriorate, then all outstanding amounts are immediately due, without the
requirement of serving notice. In the aforementioned case, the Seller also has the right, immediately
and without a period of notice, at his own discretion, to suspend or even terminate the Agreement by

sending a written notice, in case the financial conditions of the Buyer have become such as to endanger
his performance. In such a case, the Buyer shall be liable for any kind of compensation and subject to
the Seller’s right to compensation.
5.6 Should the Buyer request at the time of placing the order for invoicing to be passed to a third party,
the Buyer, in spite of invoicing to a third party, remains principally and indivisibly held to the fulfillment
of all commitments.

6. Transfer of ownership and risk

6.1 The Products are at the risk of the Buyer from the time of delivery.
6.2 The ownership of the Products remains with Seller until the moment of complete payment of the
Purchase Price and Costs, or until delivery, whichever occurs last. Consequently, the transfer of
ownership becomes deferred until delivery or full payment of the Purchase Price and the Costs,
whichever occurs last.
6.3 Until ownership of the Products has passed to the Buyer, the Buyer undertakes to:
6.3.1 Retain the Products in their original state and not to make the Products immovable by
destination, nor to mix the Products with another commodity,
6.3.2 Maintain the Products in satisfactory condition and do everything possible to protect the
Products against any form of partial or complete deterioration including – this enumeration
being in no way restrictive – arising from fire, water damage, risk of explosion, theft, etc. and
keep them insured on the Seller’s behalf for their full price against all risks to the reasonable
satisfaction of the Seller,
until complete payment of the Purchase Price and Costs.
6.4 In the ordinary course of business, Buyer is entitled to resell the Products of which the ownership
has not yet passed to Buyer. In such case, the Buyer automatically assigns to Seller all claims against its
customers that result from the resale of Products with respect to which ownership remains with Seller,
in the amount equal to the Purchase Price for those Products, for as long as ownership of such Products
has not passed to Buyer. Buyer has the authority to collect the claims resulting from the resale. Upon
Seller’s request, Buyer must notify its customers of the assignment of the claim and deliver all
information required to enforce Seller’s rights, to Seller.
6.5 The Buyer acknowledges that the Seller remains the exclusive owner of all the intellectual property
rights related to the Products and the name and logo under which they are sold by the Seller and
undertakes to make no claim on them, whatsoever.

7. Delivery

7.1 Delivery to a Buyer who is established within the European Economic Area occurs EXW Stem parts
Europe d.o.o. (Incoterms 2010), and to a Buyer who is established outside of the European Economic
Area occurs FCA Stem parts Europe d.o.o. (Incoterms 2010), unless otherwise agreed upon in writing
between the Seller and the Buyer in the Agreement. Where, contrary to the aforementioned, it is agreed
upon in writing that the Products shall be delivered to the Buyer or to an address specified by the Buyer,
then this delivery may occur in the absence of the Buyer. In that case, subject to Art. 5.1, the
consignment note is valid as proof of delivery.

7.2 In the event of damage to the packaging and/or an insufficient number of packages, the Buyer shall
record this on the consignment note at the moment the Products are delivered, where it is available. He
shall inform the Seller in writing, by e-mail sent within fourty-eight (48) hours following delivery of the
Products.
7.3 Delivery periods are merely indicative and are not of the essence for the Buyer. Late delivery or
material impossibility to execute the Agreement cannot be a reason for compensation at the Seller’s
expense, or refusal by the Buyer to take delivery of the Products.
7.4 A possible expressly agreed delivery period only starts from the time when the Seller is in possession
of all information and documents required to implement delivery.
7.5 Where the Seller has committed himself expressly and in writing to compensation in the case of late
delivery in the Agreement, this compensation is only due where the Buyer advises the Seller by
registered letter, within the essential term of five (5) calendar days as from the expiry of the delivery
period, to be in default because of exceeding the delivery period, enclosing proof of the damage
suffered. The Seller shall, nevertheless, not be bound to compensation where late delivery is the result
of Force Majeure, or is the fault of the Buyer. In the last case the Buyer is liable for the damage suffered
and expense incurred. Force Majeure is defined as, without this summary being limiting: order from the
authorities, mobilization, war, epidemic, lock-out, strike, demonstration, defects, fire, flood, explosion,
lack of raw materials or labor forces, changed economic circumstances, vandalism, exceptional weather
conditions and all circumstances which are outside the Seller’s control and disturb the ordinary course
of business, without the Seller being required to demonstrate the unexpectedness of these
circumstances. In any case, the potential compensation as a result of late delivery is limited to 0.5% of
the Purchase Price for each complete week following the 21st working day after the delivery date, with a
maximum amount equal to 5% of the Purchase Price.
7.6 The Buyer cannot invoke late delivery by the Seller to terminate the Agreement.
7.7 When partial delivery has already taken place and the Buyer refuses to accept further delivery, or
when the Buyer makes further delivery impossible, the invoiced amount of the Products already
delivered becomes immediately due and the Buyer is liable to pay compensation, laid down as a
minimum of 35% of the Purchase Price of the unexecuted part of the Agreement, which does not
diminish the Seller’s right to prove greater damage.

8. Right of retention

8.1 In the event of non-payment, in whole or in part, by the Buyer, of the Purchase Price and/or Costs,
the Seller has a right of retention of all items and documents which were handed to him by the Buyer
until complete payment of the outstanding amount, plus interests and expenses.

9. State of the Products and guarantee by the Seller

9.1 Second-hand Products are received by the Buyer in their state at the time of the delivery. The
receipt of the secondhand Products by the Buyer at the moment of delivery, laid down in the Incoterm
in Art. 7.1, implies acceptance of the Products.
9.2 Should the Buyer be of the opinion that the new Products do not conform to the order or have been
visibly damaged, the Buyer shall submit a written complaint to the Seller within 48 hours of delivery of

the Products. Should the Seller not have received a written complaint from the Buyer within the
aforementioned time limit, the Buyer is presumed to have accepted the Products.
9.3 Hidden defects must be reported to the Seller by the Buyer within a period of eight (8) working days
after they have been discovered by the Buyer or normally should have been discovered, by registered
letter to the Seller, and in any case within a period of three (3) months following the date the Products
were delivered.
9.4 As far as Products which have been made to size and reconditioned Products are concerned, the
Seller shall furthermore only be responsible for hidden defects which affect the essential components of
the Products and which oblige the Buyer to undertake radical repairs to an extent that the Buyer would
never have signed the Agreement had he known about these hidden defects.
9.5 The Seller does not need to indemnify the Buyer where:
9.5.1 The Buyer or any third party has carried out repairs or alterations to the Products or has
attempted to do this; or
9.5.2 The defects are the result of incorrect or abnormal use, for instance, the use of the
Products for purposes other than those for which they might reasonably be suited, overloading,
inexpert use in a manner which does not match the instructions for correct use, assembly,
maintenance, installation or use that is not conform to the technical or safety norms valid for
the location where the Products are used; or
9.5.3 Any damage occurs which is related to usual wear, to failures caused by inexperience and/
or negligence of the Buyer, to overburdens, to non-authorized interventions, to fortuitous
events and Force Majeure.; or
9.5.4 The defects are not timely (i.e. within the periods mentioned in Art. 9.2 and 9.3 above)
reported in detail in writing to the Seller.
9.6 Where Products present any lack of conformity, visible damage or hidden defect as mentioned
above, and, after the examination by the Seller’s technicians, the Products result to be affected by the
defects, the lack of conformity or the visible damages notified by the Buyer, it is explicitly agreed upon
that the Seller, according to his expert insight and according to his choice, may either repair the
Products or may replace the Products, or permit a price reduction, or that the Agreement should be
terminated with refund of the Purchase Price and return of the Products. The Buyer does not have the
right to ask for additional compensation.
9.7 The ownership of Products which the Seller has refunded or replaced shall automatically be
transferred to the Seller. All costs for transport, customs, assembly, disassembly, travel and
accommodation expenses of Seller’s representatives remain at the Buyer’s expense.
9.8 All implied warranties or conditions are excluded to the extent permitted by law.

10. Liability

10.1 The following provisions set out the entire liability of the Seller (including any liability for the acts or
omission of its employees, agents, representatives and sub-contractors) to the Buyer in respect of any
breach of the Agreement and any representation, statement or tortuous act or omission, including
negligence, arising under or in connection with the Agreement.

10.2 Without prejudice to the damage resulting directly from the breach by the Seller of his explicit
commitments undertaken by virtue of this Agreement, the Seller’s liability is limited to the liability which
is mandatory in accordance with the applicable law.
10.3 Should the Seller be liable in accordance with Art. 11.2, the Seller can never be held liable to the
Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in
each case whether direct, indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
10.4 Should the Seller be liable according to Art. 11.2, the maximum amount of his liability is in any case
explicitly limited to the amount of the Purchase Price.
10.5 The Buyer, who is approached by third parties as a result of damage caused by a defect in the
Products which were delivered by the Buyer to third parties in any form, is in no instance entitled to
make a claim for redress against the Seller.

11. Suspension and dissolution

11.1 In the case of non-payment or incomplete payment of the invoice relating to a running individual
sales transaction on the due date laid down in Art. 5.1, the Seller has the right to refuse to enter into a
new individual sales transaction or to suspend the fulfillment of his commitments under any running
individual sales transaction with the Buyer.
11.2 Without prejudice to Art. 11.1, the Seller has the right to suspend fulfillment of his commitments
where, after entering into the Agreement, Seller becomes aware of any circumstance which may cause
the financial status of the Buyer to substantially deteriorate. If the Seller suspends fulfillment of his
commitments under the Agreement, he must advise the Buyer immediately of the Suspension.
11.3 Where it is clear to the Seller that the Buyer will make himself guilty of a serious shortcoming
before Seller’s fulfillment of his commitments under the Agreement, the Seller has the right to declare
the Agreement dissolved.

12. Miscellaneous

12.1 In the event one or more provisions of the Agreement is declared void, this shall in no way affect
the validity of the other provisions. The parties undertake to do their utmost to replace such voided
provision by a valid provision which has the same or largely the same economic effect as the voided
provision, by mutual consent.
12.2 For the duration of the Seller-Buyer business relationship, the Seller is storing information
communicated by the Buyer (hereinafter referred to as the “Data”), in its customer relations database in
accordance with the applicable data protection legislation. If the Buyer wishes to consult and correct the
Data, it must request so by sending a registered letter to the Seller’s sales department.
12.3 For the application of the present Agreement, working days are considered as: Monday to Friday
inclusive, except where this day is an official public holiday in the country of the Seller.

13. Assignment

13.1 The Seller may assign the Agreement or any part of it to any person, firm or company.

13.2 The Buyer shall not be entitled to assign the Agreement or any part of it without the prior written
consent of the Seller.

14. Applicable law

14.1 With respect to what is not explicitly provided for in the General Terms and Conditions of Sale, the
parties refer to the law of the country in which Seller is established, which governs this Agreement. The
application of the Vienna Convention on International Sale of Goods is explicitly excluded.

15. Competent court

15.1 All disputes concerning the interpretation and enforcement of the Agreement shall be submitted to
the exclusive jurisdiction of the competent Courts nearest to the registered office of the Seller, with the
express exclusion of any other competent Court.
15.2 Article 15.1 shall operate for the benefit of the Seller and accordingly the Seller shall be entitled, at
its own discretion, to waive the exclusive jurisdiction set forth in Art. 15.1, and therefore take
proceedings against the Buyer in its domicile and in any other court or courts having jurisdiction.

Stem parts Europe d.o.o.