Terms and Conditions of Sales

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:

1. The signing of the Contract.
2. The issue of an order document, after express acceptance by STET, SA, when the Contract has not been signed by the Customer.
3. The acceptance by STET, SA of a total or partial payment made by the Customer.
4. 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:

1. The Contract.
2. STET, SA's Terms and Conditions
3. 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.
4. 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. Indemnification

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.  Taxes

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

1. 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.
2. 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.
3. 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:

1. The declaration of Insolvency (or what legally replaces it), unless the automatic termination is imperatively prohibited by law.
2. The Customer's inability to pay its current obligations, even if it has not become Insolvent.
3. The Customer's failure to perform any of its contractual obligations.
4. 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.
5. The suspension of the Customer's activity for any reason.
6. 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. Environment

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. Annulment

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.  Assignment

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:

1. To improve service to the Customer.
2. To help the Customer to manage his equipment.
3. To provide information for statistical purposes for market research.
4. 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. Communications

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.