Terms & Conditions

1. General terms and conditions

2. Definitions

3. Drafting of the contract

4. Obligations of the seller

5. Obligations of the buyer

6. Liability – warranty claims

7. Risks – Property

8. Cover for the risks of theft, fire and accident

9. Industrial property – copyright

10. Force majeure – dissolution – unforeseeable circumstances

11. Miscellaneous

1. General Terms and Conditions

These general terms and conditions of sale have exclusive contractual force between the buyer and the seller, to the exclusion of all other general or special conditions, unless the seller has expressly agreed in writing to certain exceptions.

2. Definitions

• Acceptance: acknowledgement by the buyer of the seller’s compliance with his obligations.
• Delivery: delivery of the order and/or order accordingly by the seller to the buyer.
• Delivery: material delivery of the order and/or purchase order to the buyer or his authorised representative.
• Quotations and specifications: description of the purchase to be made as accurately as possible.
• They are indicative only:.
• The validity of quotations and specifications is limited in time to a maximum of 15 days. They are subject to all the vicissitudes of a normal purchase: changes in the cost of labour, the price of raw materials, currency appreciation/devaluation, etc., and also the fulfilment of installation conditions by the buyer: preparation, installation, payment. They therefore have no binding value.
• The prices indicated in the quotations and specifications are always net prices, excluding discounts and taxes. They apply to work carried out during normal working hours.
• Acceptance: acceptance by the purchaser of the order and/or request expressly recognising it as being in conformity with the contract and the good practices inherent in the activity.

3. Drafting of the contract

3.1 Orders

All orders must be placed in writing (letter, e-mail, etc.) or by fax and will only be executed after express acceptance of the Seller’s general conditions.

4. Obligations of the seller

4.1 Delivery

4.1.1 Delivery – acceptance

The order must be delivered on leaving the seller’s warehouses or factories. Delivery immediately implies acceptance of the order.

4.1.2 Transport

All material is transported at the Buyer’s risk, regardless of the method and conditions of transport. It is the Buyer’s responsibility to ensure insurance, to carry out the usual checks on arrival and to exercise the right of recourse against the carrier. Customs, transport and handling costs are borne by the buyer. Under no circumstances does the seller guarantee the means of transport. If the Seller has to look for wagons, ships or lorries, he will do so only as a good service to the Buyer and without any liability, even if the material has been provided free of charge.

4.1.3 Delivery

Delivery is made by the Seller to the address agreed at the time of placing the order. The buyer is responsible for any transport to the final installation. However, if this obligation is expressly and contractually assumed by the buyer, the buyer must fulfil the obligations set out in Article IV. The unloading and installation of heavy or bulky material for which special machinery must be used is the responsibility of the purchaser.

These operations are carried out exclusively at his own risk.

4.1.4 Delivery times

Delivery times are indicative only. However, the seller will endeavour to respect them. They shall only come into force once the buyer has fulfilled his contractual obligations, in particular as regards payment of the advance or the price provided for. They shall be suspended as of right and without notice if the purchaser fails to fulfil his obligations, fails to respond to any request for information or fails to approve the projects submitted to him within the agreed time limit.

Any modification of the order sought by the purchaser during the period of performance of the contract will lead to an extension of the delivery period.

4.1.5 Exceeding deadlines

The violation of deadlines by the seller does not entitle the buyer to any right of compensation whatsoever.

4.2 Execution of the works

The Buyer shall inform the Seller of the exact location of the premises. The Buyer undertakes to ensure easy access and to make every endeavour to enable the Seller to perform the contract under normal circumstances, in particular, by way of example and in a non-restrictive manner, by providing, at his own expense, a suitable site with a supply of motive power, water, electricity, lighting, sockets, closed storage rooms, etc. If the seller has to dismantle the machines and appliances for their transport, handling or installation, these costs shall be borne by the buyer. Where the contract provides for assembly, the buyer undertakes to prepare the site for installation in good time. He also undertakes to make available to the assembly personnel all the means necessary to ensure that the work can be carried out properly until the installation is put into operation quickly and uninterruptedly.

Unless otherwise specified, the purchaser shall bear the following costs:

• The supply of motive power, suitably protected, for the direct connection of the appliances, switchboards or control boxes. In the case of delivery by the seller of appliances normally connected to a socket, this socket must be placed in advance by the buyer, within one metre of the intended location, where it can be accessed directly.
• Installation of an earth connection in the vicinity of the premises which complies with the applicable regulations.
• The connection, flow and discharge of water in accordance with the legislation in force.
• The adaptation of rooms in the event of difficult or abnormal installation of appliances and materials (e.g. bringing up from outside, through windows, etc.).
• Any repairs to be carried out after the works (e.g. drilling of cables, pipes, tubes, etc.) …. on floors, ceilings and walls).
• Any hire of lifting and maintenance equipment, racking or ladders, which the buyer will operate themselves.
• The risks arising from the operation of these devices or machines, regardless of who operated them.
• The supply of water, fuel and electricity necessary for assembly and testing.

During the work, the Buyer must provide the Seller with a lockable room in which the workers’ clothing and personal belongings, as well as tools and materials, can be placed. In the absence of such a room, the buyer will be liable for disappearances, theft and damage. The Buyer must also ensure sufficient lighting of the site and all passage points. The buyer is fully liable to third parties, in particular neighbours, for damage resulting directly from the execution of the works, if the seller is not to blame. The buyer also assumes responsibility for the compliance of the installations with safety rules, taking into account the requirements, risks and legislation on the protection of workers. If the work is interrupted for a reason for which the seller is not responsible, the seller will be entitled to compensation equivalent to the cost of the working hours lost as a result of such interruption, per worker assigned to the site, plus any transport, travel or travelling expenses. In addition, the seller will be released from all his obligations and the installation will be considered completed and handed over if the interruption lasts more than 8 days. The Seller does not assume any of the obligations of the architect or the contractor. The Seller reserves the right to refuse to start or continue the work if the state of the site concerned does not allow shelter for personnel, machinery and equipment. In this case, the delivery deadline will be extended by the same period of time, plus the time required to restart the works. All additional costs such as storage, handling of goods, insurance, maintenance, transport, etc. arising from this delay shall be borne exclusively by the Buyer.

4.2.1 Delivery

The start of operation of the installation is considered as its final delivery.

5. Obligations of the purchaser

5.1 Advance payment of the price

Each order entails the payment of an advance of 30% of the value of the order, the total amount being paid at the time of delivery or on the due date of the invoice.

5.2 Collection

The buyer is obliged to collect his order within the agreed deadlines. If he has not done so 8 days after a written notice of default, the seller is entitled, without this conferring any right to damages or compensation of any kind, to the following:

• Cancel the order, even if only for the quantities not yet collected; or
• Sell these quantities under the conditions of immediate delivery (which is judged exclusively by the seller), or report them as lost, any difference between the conditions of loss and the conditions of the order being borne by the buyer and payable to the seller upon receipt of the declaration, which will be sent after the sale has been finalised. In either situation, the provisions of Article X.2. on penalties will apply.
  • If delivery is delayed through the fault of the buyer or for any other reason beyond the control of the seller, the material will be stored and handled by the seller at the buyer’s risk.

5.3 Updating of prices.

Prices are calculated on the basis of the current market situation and therefore take into account the cost of raw materials, currency, duties, taxes and other charges, as well as the value of labour and related charges. Any increase in one of these parameters authorises the seller, by virtue of the law, to adjust his prices proportionally on the day of delivery, at the expense of the buyer.

This objective update does not entitle the buyer to cancellation of the contract. Ownership of the goods delivered and the installation is acquired by the buyer and transferred to him only after full payment of the amounts due on the basis of the purchase, unless the initial price is exceeded by more than 30%.

5.4 Payment – Interest.

All invoices must be paid by bank transfer to the account indicated thereon. This provision is mandatory for any process or actor. Invoices automatically bear interest on late payment at the legal rate in force from the due date without prior notice.

5.5 Non-payment and penalties

In the event of non-payment of invoices on the due date, the total sums due will be automatically and without prior notice increased by a conventional flat rate of 15%, with a minimum of EUR 250. The Buyer may not invoke claims as a pretext to suspend, reduce or postpone payment of invoices. If the buyer fails to pay or to honour the payment terms, the seller reserves the right to suspend deliveries and the performance of all other contracts in force between the parties. The seller shall also be entitled, if necessary, to invoice all orders placed and all amounts due shall automatically become due and payable without notice of default.

6. Liability – warranty claims

6.1 Invoice.

Claims relating to invoices shall only be admissible if they are submitted in writing and within 8 days of the date of despatch of the invoice.

6.2 Guarantee for hidden defects.

6.2.1 Complaints

Any complaint must be submitted in writing and must state precisely the nature and the grounds for the complaint.

6.2.2 Warranty

The Seller is responsible for the guarantee of its installations and deliveries, in accordance with the provisions of the guarantee certificate, the provisions of which the Buyer accepts and acknowledges having received a copy. The material delivered is guaranteed for a period of 12 months from delivery. The installation is guaranteed for a period of 12 months from delivery. If the assembly of the installation or its commissioning is delayed for reasons beyond the seller’s control, the start date of the guarantee remains the date of delivery.

6.3 The warranty does not apply:

In respect of defects, preventive maintenance, malfunctions or damage that result directly from or occur within the scope of one of the cases of exclusion listed below, which are given by way of example and in a non-restrictive manner:

• Any negligence on the part of the purchaser: incorrect connection, incorrect operation, use of materials/equipment that do not correspond to the technical specifications, the manual or, more generally, faulty or incompetent use;
• Any intervention, adjustment, repair or operation that can be assimilated to maintenance work carried out on the material or equipment by a person not belonging to the seller’s services;
• Any addition, any use of the technical installation or of an additional or ancillary instalment of the materials/equipment which does not comply with the technical specifications or for which prior written agreement has not been obtained from the Seller;
• Any consequence of fire, water damage, accidents, malice, thunderstorm or meteorological phenomenon;
• Any act of vandalism;
• The defect, even if temporary, of the physical environment of the (electrical) installations and in particular the fact that they do not conform to the legal requirements of the supplier or the seller. The material to be replaced under warranty must be returned to the seller in its original condition. Failure to fulfil this obligation will result in the invoicing of the items supplied as replacements.

6.4 Conditions of the guarantee

Under no circumstances may the Seller be held liable for damage the cause and extent of which could not have been foreseen when the contract was concluded. The seller is authorised to refuse any intervention during the warranty period if the buyer has not fulfilled all his contractual obligations.

All interventions by the seller are obligations of means and not obligations of result. The buyer is deemed to have all the technical expertise necessary to verify the proper functioning of the operations and to assess whether the material and equipment correspond to his needs. Under no circumstances can the seller be held liable if the services do not meet these needs.

7. Risks – Property

7.1 Transfer of risks.

All risks related to the order automatically pass to the buyer from delivery or storage at the buyer’s premises.

7.2 Transfer of ownership.

Ownership of the goods and premises delivered shall only be acquired and transferred to the Buyer after full payment of the amounts due for the purchase.

8. Cover for the risks of theft, fire and accident

The buyer expressly declares to take out insurance for the premises in which the seller and its employees are to provide their services, as well as for their contents, against all risks of theft, fire and all types of accidents.
This insurance is absolutely necessary and must be sufficient to fully indemnify the seller for any damage suffered in the event of a claim.
The buyer releases the seller from any liability whatsoever and undertakes to include in his insurance contracts the same obligation on the part of his insurers towards the seller.
The risk of the parcel on the premises where the seller and his employees provide their services shall be borne exclusively by the buyer. If the order is destroyed or disappears in any way before acceptance, its loss will be borne by the buyer, both in terms of material and labour.
The seller shall be solely and exclusively liable for damages and expenses arising from breaches of contract or non-contractual obligations in the event of wilful misconduct or gross negligence, for physical injury or damage to health, in the event of wilful concealment of a defect, or in accordance with the legislation in force, for damage to property or personal injury.
If liability is accepted by the seller, it will be limited to covering the damage under the terms and within the limits set out in the special and particular conditions of the civil liability insurance policy taken out by the seller with the respective insurer.

9. Industrial property – copyright

9.1 Plans and documents.

The technical data, weights, dimensions, contents, returns, prices and other indications contained in the catalogues, brochures, circulars, advertisements, prints and price lists of the Seller or its suppliers only provide approximate estimates that do not bind the Seller in any way, unless expressly referred to in the contract; these indications replace those contained in the specifications.

9.2 Industrial and intellectual property.

All documentation communicated to the Buyer, such as plans, specifications, prints, files, etc., remains the exclusive property of the Seller, even if the Buyer has paid all or part of the costs. Without the express written authorisation of the seller, this documentation may not be used, copied, reproduced in any way, in whole or in part, and may not be passed on or communicated to third parties, whoever they may be, even after the contract has been fully executed.

10. Force majeure – dissolution – unforeseeable circumstances

10.1 Force majeure.

Circumstances such as strike, fire, breakdown of machinery, delay of suppliers, problems of internal organisation of the company, government regulations, forced closure of factories, lock-out, riot, shortage of fuel or raw materials, prolonged interruption of transport, as well as anything that prevents or hinders the production or movement of goods, may be considered force majeure, by way of example and in a non-restrictive manner, when they delay or hinder delivery.

The seller does not have to prove the unforeseeability or irresistibility of the circumstances or the impossibility of performing the contract. The seller must immediately inform the buyer of the occurrence of the disruptive event. In such a case, either party may suspend the contract, if its performance can still be useful, or, failing that, terminate it without compensation. In any event, the contract shall be suspended and not dissolved if delivery is less than 6 months late.

10.2 Express resolutive clause

The seller reserves the right to consider the contract terminated without notice of default and/or to immediately claim any amount still owed by the buyer and/or to demand the return of the goods delivered but not yet paid for, which are his property, all without prejudice to his right to compensation for costs, in particular pursuant to Article V.5. in the following cases:

• When the buyer is declared insolvent, is in liquidation, applies for a court settlement or when all or part of his goods have been seized;
• When the buyer dies or is placed under guardianship;
• If the buyer does not fulfil his obligations, does not pay an invoice or part of it, despite a notification sent by registered letter which has remained without effect for 5 days;
• When the buyer ceases or transfers its activities or a large part of them;
• In the event of winding up (or termination as referred to in particular in Article V.2) to the detriment of the Buyer, for each contract, in addition to the amounts normally due in connection with the performance of the contract and in particular the amounts referred to in Article V.1;
• In addition, the sums already paid by the buyer become the definitive property of the seller by way of compensation, without prejudice to the sums due for deliveries already made.

10.3 Unforeseeability

If unforeseeable circumstances arise which cannot be attributed to one of the contracting parties and which lead to a significant change in an essential obligation of the contract, the contracting party affected by this change is entitled to request an adjustment of its obligations in accordance with the economies of the contract and this subject to an express exception to these general conditions.

11. Miscellaneous

11.1 Applicable law

All sales, including international sales, are exclusively governed by Portuguese law.

11.2 Disputes

For any and all disputes arising from these General Terms and Conditions of Sale, Deliveries and Payments, the Court of the District of Madeira is competent or, alternatively, if it is deemed more convenient, the use of arbitration, when applicable.
These General Terms and Conditions are governed by Portuguese law.

11.3 Nullity

The possible nullity of one of the clauses of these general conditions does not affect the validity of the remaining conditions.

11.4 Loss of interest

The Buyer is aware that the goods included in his order are not products in stock and are exclusively ordered for him; the Buyer expressly authorises the Seller to order these products, so the Buyer cannot invoke the loss of interest in the order.