TERMS AND CONDITIONS for STEPA Farmkran GmbH

Version: 1805, valid from 2018/05/01

1. GENERAL:

1.1 STEPA Farmkran GmbH (hereinafter either shortened to “STEPA” or included in the designation “STEPA”) works exclusively on the basis of these Terms and Conditions. They form an integral part of every contract and apply to all future business deals and agreements. Any business conditions that contradict these terms and conditions are expressly excluded.

1.2 Additional agreements or amendments require written endorsement from STEPA’s authorised representatives with the company’s authorised signature to be valid.

1.3 The purchaser confirms his/her understanding of the Code of Conduct, which is published on www.palfinger.com and states that he/she will comply with its provisions.

2. OFFERS, PRICES, TERMS OF PAYMENT

2.1. Special offer prices and discount rates from STEPA shall apply only to the individual order in question. Unless explicitly agreed otherwise in writing, the prices are net prices ex works, not including value added tax, packaging, delivery and discounts, quoted in euro. Prices are subject to possible price increases as a result of higher production costs, increases in customs duties, changes in official exchange rates or other expenses. Such price increases shall be borne by the purchaser. Such price increases may not be cited by the purchaser as grounds for rescinding the contract.  

2.2 Offers made by STEPA are subject to confirmation and are non-binding. The buyer is committed to his/her offers or orders for at least 30 days.  

2.3 All orders require our written confirmation to be binding. Similarly, subsequent amendments or cancellations require our written approval and can only be considered if the orders have not yet been executed or produced.  

2.4 STEPA is entitled to hold delivery until full payment of the total purchase price has been made.  

2.5 Outstanding accounts from Steindl-Palfinger are due on presentation of invoice. In the event of delayed payment, the purchaser is obliged to pay interest on arrears at a rate that is 8% higher than the valid base rate of the Austrian National bank.  

2.6 In the event of delayed payment, the purchaser is obliged to relay in full all expenses for reminders, costs and cash outlays with respect to the collection of the purchase price. STEPA may not under any circumstances incur costs of any nature in the collection of outstanding accounts.  

2.7 The practice of right of retention or setoff of counterclaims shall not be reserved for the purchaser. In particular, warranty or guarantee claims may not serve as reason for the retention of payments due. 

3. RIGHT OF OWNERSHIP:

3.1 Goods delivered shall remain the property of STEPA until complete payment of the purchase price including all additional charges, interest and costs has been made. With a current account arrangement, the right of ownership shall be retained until all receivables outlined in this point are paid and the entire balance is covered by the current account arrangement.

3.2 The resale of goods under retention of title shall only be permissible if retention of title is upheld. In this case, the purchaser shall relinquish all rights from this sale (purchase price receivables, retention of title, etc.) to STEPA. At STEPA’s request, the purchaser shall be obliged to forward all documents pertaining to the resale and to immediately render all outstanding accounts. In the event of a resale to a third party, STEPA shall be entitled to inform the third party immediately of the agreed assignment.  

3.3 For the duration of the retention of title, the purchase object is to be insured by the purchaser at its full new value against all risks, including fire, and the insurance amounts are to be vinculated in STEPA’s favour. The purchaser shall be obliged, during the retention of title period, to keep the purchase object in proper condition and to have all necessary repairs and maintenance work carried out professionally.  

3.4 The contractual parties expressly agree that, even in the event of the purchase object being installed in a barn (or other building), it shall not become an accessory of the aforementioned, instead the retention of title remains until the full purchase price has been paid. In the event of sale or seizure of the barn or other building, the purchaser is obliged to notify STEPA without delay so that the machine can be dismantled or recovered.  

3.5 In the event of assertion of retention of title, STEPA shall be entitled to collect the goods without further agreement and to initiate all necessary measures to do so. 

4. ACCEPTANCE, DEFAULT IN ACCEPTANCE:

4.1 STEPA shall deliver the products “ex works” (EXW) in line with Incoterms. The loading of products onto means of transport provided by the purchaser shall be carried out by STEPA at the purchaser’s risk. Where delivery or collection has been agreed, the risk for transport and unloading is also transferred to the purchaser immediately after leaving storage. 

4.2 Delivery dates are contingent upon the purchaser’s punctual fulfilment of all commitments. In the event of order changes or modifications of the purchase object, the delivery periods start anew. 

4.3 STEPA shall endeavour to adhere exactly to delivery and completion dates. The purchaser is, however, also obliged to accept the goods after the scheduled delivery date. If delivery is more than one month late, the purchaser has the right to rescind the contract after an additional 8-week period. Claims for damages related to late deliveries are, as with deliveries, excluded and may result in a fine.  

4.4 STEPA reserves the right to implement changes in the design and shape during the delivery period, so long as the modification does not fundamentally change the purchase object. It is expressly stated that data provided in leaflets and price lists with regard to performance, measurements, weights, speeds, etc. are to be considered approximate values and are thus non-binding. Drawings are our own intellectual property.  

4.5 In the event of default in acceptance or the storage of the goods by STEPA, the purchaser shall forfeit his right to dispatch. He/she shall only have a right to recovery of the goods upon payment of all outstanding accounts, in particular, total storage costs. Default in acceptance may also arise if there are grounds to doubt the creditworthiness of the purchaser or his/her capacity to pay. In this instance, STEPA is entitled to require a bank guarantee at the purchaser’s expense.  

4.6 In the event of non-performance on the part of the purchaser, for whatever reason, STEPA shall be entitled to demand a cancellation charge of 20% of the gross value of the goods. 

5. WARRANTY, LIABILITY:

5.1 The warranty period shall be 12 months from the date of delivery from the factory. Warranty is expressly excluded for second sales or second hand goods.  

5.2 The purchaser is obliged to make an immediate and thorough inspection of goods delivered. Any defects discovered shall be reported immediately by telephone and registered letter. Should the purchaser not meet this obligation within the time stipulated or in a thorough manner, then a warranty claim for such defects is excluded. The same legal implications also apply for defects occurring at a later date whereby STEPA shall also be notified by telephone and registered letter. All warranty claims shall be invalidated if alterations to the goods are made by third parties or if extraneous parts are fitted. Warranty claims are only valid if the purchaser fully follows all instructions from STEPA regarding handling the purchase object. A further condition is proper use and storage of the object by the purchaser. The purchaser shall be obliged to provide proof of this in the event of dispute.  

5.3 In the event of a warranty claim the purchaser is obliged to allow a period of at least 6 weeks for improvements to be made. Claims for price reductions or cancellation of the sale may only be made where all attempts at rectifying the goods within an appropriate period are unsuccessful. The purchaser is obliged to support STEPA, where practicable, in the implementation of its warranty obligations and to observe all directives from STEPA in this regard. The place of performance for warranty claims is Salzburg.  

5.4 Natural wear and tear and damage attributable to negligence, improper handling and accident are strictly excluded from warranty cover. Warranties cease to exist in the event of resale or change of hands even during the warranty period.  

5.5 Compensation claims against STEPA shall occur only in the case of grossly negligent or deliberate action on STEPA’s part. STEPA’s liability for consequential damages of any kind is fully excluded. In the event of unavoidable events or force majeure such as work stoppages, strikes, shutdowns, transport problems, etc. STEPA may cut deliveries accordingly or withdraw from the contract altogether without the purchaser being entitled to claims for damages. In the event of such temporary disruptions, STEPA shall be entitled to effect delivery within an appropriate time period after the disruption is over.  

5.6 If the defect is rectified by STEPA, there shall be no extension of the originally agreed warranty period of 12 months. The warranty period only recommences as of the date of delivery for original replacement parts that were exchanged.  

5.7 Removal of seals other than those approved by STEPA in writing shall void any warranty. Additionally, STEPA is entitled to refuse corrective actionsfor as long as the purchaser has not fulfilled or not fully fulfilled his/her obligations. Compensation for indirect damage is expressly excluded.  

5.8 Claims for damages deduced from Austrian product liability law, Austrian Federal Law Gazette 1988/99 including any subsequent or supplementary provisions, and any product liability claims for damages to the company’s operationally used objects deduced from other regulations, are excluded. The goods are bought or rented by the buyer within his enterprise.  

5.9 The products offer only such safety as can be expected with a careful and diligent approach based on approval specifications, operating instructions, stipulations from the factory or company regarding handling, prescribed checks, and other information. It is forbidden for the purchaser to present the goods in a way that could result in an additional safety expectation. 

6. DATA PROTECTION DECLARATION:

6.1 By entering into a contract with STEPA the contract partner consents to the collection and utilisation of personal data by STEPA and its contract partners (e.g. assembly companies, trading partners) to such extent as this data is required for providing the agreed services.

6.2 More information on the data protection declaration is available at www.stepakran.com and on request from office@stepakran.com.

7. JURISDICTION:

The competent court in the City of Salzburg shall be the venue for all legal disputes arising from business relations between the contractual parties.
Austrian substantive law applies to the business relations between the two contractual parties. The UN sales convention and regulations regarding international private law
are excluded.