TERMS AND CONDITIONS FOR THE SALE OF SPARE
PARTS
11.1.2010
1 APPLICATION OF THESE TERMS
These Terms and Conditions of Sale ("Terms") shall apply to
any contract of sale with regard to spare parts ("Contract"),
unless the parties agree otherwise in writing. Any spare
parts order placed by the Buyer shall be interpreted to
constitute an offer for contract. Modifications of or
deviations from these Terms must be agreed in writing. In
the event of any inconsistency between the Contract and
these Terms, the Contract shall govern.
2 SCOPE OF DELIVERY
The delivery of the products includes all parts and
documents expressly specified in the order confirmation
issued by the Seller ("Products").
The delivery includes Seller's standard technical documents.
The Seller shall not be obliged to provide manufacturing
drawings for the Products.
3 PACKING AND MARKING
The Products shall be packed in accordance with Seller's
standard packing procedures as required for transportation
under normal transport conditions. The Products shall be
clearly marked and carry the necessary information
concerning Buyer's identification and place of destination.
4 PRICE
In addition to the price set forth in the Contract, the Buyer
shall be responsible for additional charges as set forth in
these Terms.
If any part of the delivery of the Products is delayed due to
reasons caused by the Buyer or any third party under the
control of the Buyer, the Buyer shall compensate any
additional expenses incurred by the Seller due to the late
delivery.
Prices do not include any stamp duty, turnover or value-
added tax, bank charges or any other similar taxes, duties
or charges payable in the country into which the Products
are to be imported and where the installation is to be
carried out. In the event the Seller is required to pay any
such tax or charge, the tax or charge will be added to the
invoice as a separate charge and the Buyer shall reimburse
the Seller for the payment.
5 TERMS OF PAYMENT
The payments shall be made in accordance with the
payment schedule specified in the Contract.
Konecranes Finland Corporation, Crane Parts Center, P.O.Box 662, Koneenkatu 8, FI-05830 Hyvinkää, Finland, Tel +358 (0)20 427 11,
Fax +358 (0)20 427 3090, Business ID 0950895-1, VAT Reg No. FI09508951, Domicile Hyvinkää, www.konecranes.com
Whenever any part of the payment is to be made by means
of a Letter of Credit, Section 18 of these Terms shall apply.
If the Buyer delays making any payment or in establishment
the Letter of Credit, the Seller may postpone the fulfilment
of its obligations until such a payment is made or the Letter
of Credit is established.
The Seller shall be entitled to charge interest from the Buyer
if payment to the Seller is past due. The rate of the interest
is the highest rate permissible under the applicable law. The
interest shall be counted from the due date until the actual
date of the payment. The Buyer shall pay such interest
within thirty (30) days from the date of the respective
invoice.
If the Buyer has not paid the amount due, the Seller shall be
entitled to terminate the Contract by notice in writing to the
Buyer and to claim compensation for the loss it has
incurred.
6 STANDARDS OF MANUFACTURING AND DESIGN
The Products supplied shall be in accordance with generally
used European standards. Unless it is specifically agreed in
the Contract, the Seller shall not take into consideration the
laws and regulations prevailing in the country where the
Products will be situated after the delivery. The Buyer is
obliged to inform the Seller of the applicable safety
regulations. Any costs in excess of the costs of compliance
with generally used European standards resulting from
mandatory local laws and regulations shall be added to the
price and paid by the Buyer.
7 DELIVERY TERM AND PASSING OF THE RISK
Any agreed delivery term shall be construed in accordance
with INCOTERMS 2000. If no delivery term is specifically
agreed, the delivery term shall be Ex works the Seller's
manufacturing plant (EXW).
The risk of loss of or damage to the Products shall pass
from the Seller to the Buyer in accordance with the agreed
delivery term. If no delivery term is set forth in the Contract,
the risk of loss shall pass to Buyer Ex Works Seller's
manufacturing plant.
8 DELIVERY TIME
The delivery time shall start to run on the latest to occur of
a) the date of execution of the Contract by the Seller;
b) the date of receipt by the Seller of the agreed down
payment as set forth in the Contract;
c) opening of a Letter of Credit, if applicable; or
d) the date of receipt by the Seller of all agreed
information.
The Seller shall be entitled to a reasonable extension of the
delivery time (which shall not be less than the length of the
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delay) if the delivery is delayed due to the Buyer's actions or
actions by a third party under the control of the Buyer, such
as modifications requested by the Buyer or delay in
payments.
9 DELIVERIES OUTSIDE NORMAL OFFICE HOURS
All deliveries shall be made during normal office hours if not
agreed otherwise. If the Seller and the Buyer agree that the
Products shall be delivered outside normal office hours, the
Seller shall be entitled to charge all extra costs, including
but not limited to compensation for holiday and/or overtime
work and Konecranes Group’s internal transportation costs
from the Buyer.
10 TRANSFER OF PROPERTY
Notwithstanding anything contrary in Section 7, the Products
shall remain the Seller's property until the total purchase
price has been paid. In the event the applicable laws do not
permit the Seller to retain title, the Seller shall be entitled to
a security interest or charge in the property. The Buyer shall
give the Seller all assistance in securing an interest in the
property or taking any measure required to protect the
Seller's title or such other rights. The retention of title,
security interest or charge shall not affect the passing of
risk of loss under Article 7.
The Seller shall retain title to any software and
documentation. To the extent that such software and
documentation are included in the scope of delivery, the
Buyer shall receive a royalty-free, non-exclusive and non-
transferable license to use such software and
documentation only in connection with the Products and for
no other purpose whatsoever.
11 WARRANTY
The Seller warrants that to the best of its knowledge the
Products are free from defects caused by faulty design,
materials or workmanship, which would prevent the
electrical or mechanical functioning of the Products.
However, should such defects occur during the period of this
warranty, the Seller will, at its option, either repair the
defects or supply the correct parts free of charge on FCA
(INCOTERMS 2000) basis. The cost of disassembling and
installing a repaired or replaced part furnished under this
warranty is excluded.
The period of the warranty for any part of the Products is six
(6) months from the date of the first shipment of the
Products, unless the mandatory rules of the applicable law
stipulate otherwise.
The warranty period for replaced or repaired parts is six (6)
months from the date of repair or replacement. However, no
warranty for any parts shall apply after twelve (12) months
from the date of first shipment of the Products.
The Buyer shall without delay give written notice to the
Seller of defects in the Products which the Buyer has
discovered and requires to be corrected under this warranty.
This warranty is given on the condition that the Products are
in all respects operated, handled, serviced and maintained
properly, in accordance with the Seller's instructions and
under specified operating conditions.
Excluded from the warranty are those parts
a) to which repair or replacement becomes necessary
due to normal wear and tear or due to vandalism;
b) which are exhaustible items, including but not
limited to such items as bulbs and fuses;
c) on which repairs, alterations or adjustments have
been performed or begun by the Buyer or any third
party without the Seller's previous consent;
d) on which failures are not promptly reported to the
Seller within the warranty period above;
e) on which failures or damage are due to negligence
other than that of the Seller, accident, abuse,
improper installation (other than installations made
by the Seller), improper operation, or abnormal
conditions of temperature, moisture, dirt or
corrosive matter;
f) which have been damaged otherwise without the
fault of the Seller.
THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY
SELLER TO BUYER WITH RESPECT TO THE PRODUCTS.
THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED
ARISING BY OPERATION OF LAW OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
12 RETURN OF PRODUCTS
Return of non-defective Products is only accepted if agreed
with the Seller in advance and provided that the returned
Products are in “as new” condition, together with their
original packing material. Custom designed Products may
not be returned. In case of accepted return, the Buyer shall,
without no costs to the Seller, deliver the Products to a
place designated by the Seller. Minimum charge for
restocking is 20% of the sales price of the returned Products
or 50 EUR per each returned batch, whichever is higher.
13 FORCE MAJEURE
Either party shall be entitled to suspend performance of its
obligations under the Contract to the extent that such
performance is impeded by circumstances beyond the
control of the party, including but not limited to war (whether
declared or not), revolution, national strikes, lockouts,
failure of supplies of power, fuel, transport, Products or
other goods or services, natural disasters, acts of
government, export or import prohibitions, fire, explosions,
floods, accidents, sabotage, civil commotion, riots, and
breakage or loss during transportation or storage as well as
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delays of deliveries by the subcontractors (when caused by
Force Majeure as herein defined).
14 LIQUIDATED DAMAGES FOR DELAY
The Buyer is entitled to liquidated damages for delay from
the date on which the delivery should have taken place in
case the delivery is delayed due to the Seller's fault
provided that the Buyer has actually incurred certain
damages. The liquidated damages shall be 0,5 per cent of
the price of the delayed portion of the Products for each
complete week of delay. In no event shall the liquidated
damages for delay exceed 5 % of the price of the delayed
portion of the Products. The Liquidated damages referenced
in this Article shall be the sole and exclusive remedy for
such delay. The parties agree that such liquidated damages
are a reasonable estimate of the damages the Buyer is
likely to incur as a result of such delay.
15 LIMITATION OF LIABILITY
THE SELLER'S LIABILITY UNDER THE CONTRACT SHALL BE
LIMITED TO THE AMOUNT OF THE ACTUAL DIRECT DAMAGES
INCURRED BY THE BUYER OR TO THE PRICE PAID BY THE
BUYER TO THE SELLER FOR THE PRODUCTS OR TO THE
REPLACEMENT OF THE PRODUCTS, WHICHEVER IS THE
LOWEST.
IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY
SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO, LOSS OF PRODUCTION, LOSS OF PROFIT, LOSS OF USE,
OR LOSS OF CONTRACTS.
16 APPLICABLE LAW AND SETTLEMENT OF DISPUTES
These Terms and the Contract shall be governed by and
construed in accordance with the laws of the Seller's place
of incorporation.
All disputes arising out of or in connection with the present
Contract shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by
three (3) arbitrators appointed in accordance with the said
Rules. The arbitration shall take place in the capital city of
the Seller's country. The language of the arbitration
proceedings shall be English.
Notwithstanding the above, the Seller shall be entitled to
take action for collecting its receivables from the Buyer at
the courts of the Buyer's place of domicile.
17 LANGUAGE
All documents and correspondence between the Seller and
the Buyer shall be in English.
18 LETTER OF CREDIT
The Letter of Credit shall be irrevocable and transferable, it
shall allow partial shipments, charter party Bill of Lading and
transhipments. The Letter of Credit shall be established in a
form acceptable to the Seller not later than 30 days from
the date on which the Contract is executed by the Seller and
it shall remain valid for a period of at least 30 days after the
date of last shipment.
The Letter of Credit shall be issued and confirmed by a first
class international bank acceptable to the Seller and it shall
be payable at sight at the counters of a bank nominated by
the Seller against presentation of appropriate transport
documents and a commercial invoice or other documents
specified in the Contract. The Letter of Credit shall provide
that the rules in the "Uniform Customs and Practice for
Documentary Credits (2007 Revision) ICC Publication No.
600" are applicable to the Letter of Credit. If the Seller is
unable to ship the goods due to any reason outside of its
control, the Letter of Credit shall be payable against the
forwarding agent's receipt, or, should the Buyer fail to name
the forwarding agent, against the warehouse receipt.
The Buyer shall pay all expenses including but not limited to
those arising from the opening, confirming and extending of
the Letter of Credit.
19 NO WAIVER
No course of dealing between either party and no failure or
delay on the part of either party in exercising any right or
remedy under the Contract shall operate as a waiver of any
such right or remedy and no single or partial exercise of any
other right or remedy of either party.
21 SEPARABILITY; REFORMATION AND AMENDMENTS
The invalidity or enforceability of any provisions of the
Contract shall not impair the validity or enforceability of any
other provisions; provided, however, that the Contract shall
be reformed to the maximum extent permitted by law to
carry out the parties’ original intention. The Contract may be
amended only in writing signed by both parties.