General Sales Conditions
1.1 These General Terms and Conditions shall apply to all contracts/sales. The language of the contract/sale shall be Portuguese or English.
1.2 The place of jurisdiction shall be the court responsible for our domicile in Braga – Portugal. We are also entitled to call upon the court responsible for our customer’s domicile.
1.3 Portuguese law is applicable
1.4 The fact of the customer not receiving the General Terms and Conditions of Sales in his language of origin does not move away the application from the same one.
2.1 Place of performance shall be our factory in Braga – Portugal. Except if specifically agreed “CIF” for the delivery of the products to the destination, the risk shall be transferred to the Customer when the delivery leaves the ramp in our factory. This shall apply also to partial deliveries and where we have undertaken additional services such as costs of transporting, packing or insurance; exportation; and installation.
2.2 Where we have accepted Orders on Call, Standing or Blanket Orders, the Customer must call up the entire order quantity within 6 months. If there be any delay in the Customer’s acceptance of a shipment, we may, at our own discretion, have the products stored at the Customer’s expense or, after providing a warning and setting a deadline, sell the products for account of the customer.
3 Deficiency claims
3.1 The Customer shall be obliged to promptly and carefully check incoming products – also for product safety – and to notify us of any apparent deficiencies in writing, any hidden defects as soon as they are found. The Customer must notify the carrier immediately of any transport damage. Non-observation of the obligation to check and give notice of defects, within 8 days following the reception of the products, will void any and all warranty claims for those deficiencies.
3.2 The devolution of any merchandise must solely be effected after our assent.
4 Retention of Title and Assignment of Future Claims
4.1 Goods delivered shall remain our property until the complete and unlimited payment of all of our debt claims against the Customer. If we still have further claims against the customer, we reserve our property rights until the payment of this.
4.2 The Customer may neither use conditional goods nor merge nor combine them with other objects, to which a third party may have rights. If, however, conditional goods become a component of a new object, then we shall be a direct proportional co-owner of this object even if it constitutes a new legal entity. Our proportion of co-ownership shall be based on the relation of the invoice value of the conditional goods to the value of the new object at the time of the connection.
4.3 The Customer may resell the conditional goods in his normal course of business as long as his claims from the resale have not been assigned, pledged or otherwise encumbered.
4.4 The Customer shall assign to us in advance as collateral any claims against his customers from the resale of the conditional goods (see clause 4.3) and/or newly formed objects (see clause 4.2) to the value of our invoice for the conditional goods. If the Customer is not in default of payment for the conditional goods, he may collect the assigned claims in his normal course of business. However, he may only use the proportional proceeds for the payment to us for the conditional goods.
4.5 The Customer is required to immediately inform us of any attachments, confiscation or any other right to disposal of a third party with regard to the conditional goods or the goods co-owned by us.
4.6 In the case of failure to pay in exchanges or checks, or if debit requests or direct debit authorizations are not carried out or are retroactively cancelled, or if the Customer or the end user become insolvent or suspend payments, the Customer shall lose all rights as per clause 4.3. The Customer must immediately notify any subsequent purchaser of our extended retention of property rights. He may only use the proportional proceeds, which are based on the assignment, for the payment of the goods delivered.
4.7 If default of payment occurs or in those cases covered in clause 4.6, we shall be authorized to withdraw from the contract/sale, and/or to demand the return of any conditional goods, even without withdrawal, in the possession of the Customer and/or to collect the assigned debt claims directly. In order to determine our rights, we shall have the right to have the Customer’s documents and books concerning our reserved rights examined by a person who is subject to the professional duty of confidentiality.
5 Legal reservation, industrial proprietary rights, secrecy
5.1 We reserve ownership in any of the moulds, tools or other appliances, samples, diagrams, commercial or technical documents produced or provided by us as well as all copyrights, proprietary and intellectual property rights in any such item. This applies also if the Customer has wholly or partly borne the costs of this. The use of any such item by the Customer is subject to our prior written approval. The Customer is neither entitled to manufacture the subjects of this agreement nor to have them manufactured on his behalf, without our approval in writing.
5.2 If we deliver goods according to designs or other requirements specified by the customer (models, samples etc.), he is liable by default for ensuring that through the production and delivery of these products industrial property rights or other rights of third parties are not infringed. He shall be obligated by default to provide compensation for all damages resulting from such legal infringements.
5.3 All information acquired through the business relationship with us which is not deemed to be public knowledge shall be deemed proprietary and may not be disclosed by the customer to any third party.
General Sales Conditions