These Terms and Conditions shall apply to all supply agreements regarding products and/or service agreements entered into by L.E.F., S. A., with registered office at Rua Comandante Ramiro Correia, nº 5, 3º direito, 2700-205 Amadora, legal entity no. 513 518 266, registered at the Commercial Registry Office under the same number, with a share capital of EUR 7,974,615.00 (the "Company"), with the respective buyer (the "Buyer"). The products and services marketed by the Company are exclusively aimed at companies and professionals; therefore, these Terms and Conditions shall not apply to consumers. These Terms and Conditions, together with all other documents relating to the supply of products and/or the provision of contracted services, including purchase orders, order forms and order confirmations constitute the entire legally binding agreement entered into by and between the Company and the Buyer (the "Agreement"). No variation of these Terms and Conditions shall be binding unless if previously and expressly accepted in writing by both parties, and, therefore, no amendment to them shall be made by means of a mere order confirmation, order receipt from the Buyer’s purchase or any other form containing different terms and conditions from those established herein.
1. Acceptance and application
1.1 Any and all instructions and/or purchase orders sent by the Buyer and received by the Company for the supply of products and/or performance of services shall constitute an acceptance of the Terms and Conditions set herein, provided the Company has expressly informed the Buyer of their existence or otherwise guarantees an effective possibility of knowing their existence and content prior to or at the very moment of concluding the Agreement. These Terms and Conditions shall also be accepted by the Buyer if, subsequently to the conclusion of the relevant agreement, the Buyer expressly accepts them in writing. Upon acceptance by the Buyer, the Terms and Conditions shall become binding and final. 1.2 These Terms and Conditions and any subsequent terms and conditions issued by the Company shall apply to all orders for products and/or services placed by the Buyer after the date of their acceptance.
2.1 The Company presents its prices ("Price") by quotation, catalogue or price matrix. 2.2 The Price due for the goods or services to be purchased by the Buyer is that which appears in the relevant quotation, catalogue or price matrix at the time of placing the order or that which has been agreed between the parties and which is set in the Agreement, regardless of the form or nature it may assume. All taxes and duties whether now or hereafter imposed on the sale, use and shipment of the Company's products or the provision of services by the Company shall be borne by the Buyer. 2.3 The terms, method and deadline for payment for the Company's products and/or services shall be as set out in the Agreement. 2.4 Any additional costs in connection with the supply of products or the provision of services, such as costs relating to printing cylinders, engraving and proofing, transport costs and travel expenses, shall be invoiced separately as agreed with the Buyer.
3. Order Confirmation and subsequent modifications
3.1 The Company shall send confirmation of the order placed by the Buyer within 2 working days of receiving the order. 3.2 After the Company has confirmed the order, the order may only be modified –including with regard to the type, nature and quantity of products or services and the delivery period or provision thereof – or cancelled with the express agreement of both parties and, as the case may be, after the new Price and associated costs payable by the Buyer and/or the amounts payable by the Buyer for damages and losses resulting from the modification or cancellation of the order have been agreed between the parties. 3.3 The Company reserves the right to recover the costs it incurs in order to supply goods or services to the Buyer outside the agreed delivery dates or with less than 10 working days' notice after order confirmation, as well as to revise the agreed batches and order price accordingly.
4. Transport and delivery/service
4.1 The delivery times for products and services communicated by the Company are indicative, without prejudice to the Company making its best efforts to supply all of the products or services ordered at the agreed time. Notwithstanding the foregoing, and in the event that the impossibility to supply all of the products or services is due to objectively justified causes, including, without limitation, cases of force majeure or delays by the shipping company or suppliers, the Company may carry out partial deliveries of products and provision of services. In such a situation, the Buyer undertakes to accept partial deliveries/services and to grant an extension to the Company so that the Company may deal with the pending deliveries of products or provision of services as soon as possible, in which case the Buyer may not suspend the payment of invoices issued by the Company, the order or future orders on the grounds of the delay occurred. 4.2 In addition, the Company reserves the right to make the delivery of products to the Buyer partially, with a quantitative error margin of up to 10% of the quantity ordered (for quantities >10,000m2) or up to 20% (for quantities < / = 10,000m2). 4.3 Unless otherwise agreed, the products ordered from the Company shall be transported at the expense and risk of the Buyer, who shall be fully liable in case of damage or loss caused during transportation. 4.4 The cost of transportation, transfer and delivery of the products will be determined in the Agreement between the parties. In lack thereof, the Company reserves the right to select the means of transportation and carriers to the point of delivery, being said costs of transfer and delivery of the goods borne by the Buyer. 4.5 Where it has been agreed that the Buyer will provide transportation for the goods, the Company agrees to store the goods at its premises for a maximum period of 15 days from the date agreed for the respective collection. After such period, the Company reserves the right to send the products to the Buyer at the Buyer's expense. 4.6 If the Buyer, without just cause, refuses to accept the goods in accordance with the delivery terms specified in the Agreement, the Company may, at its sole discretion, postpone the delivery or cancel the sale of said goods, in which case it shall notify the Buyer thereof and charge all costs arising from the non-acceptance of the goods. 4.7 Containers and other transportation recipients to be returned, which have been sent by the Company, but not sold, remain property of the Company and the Buyer undertakes to return them undamaged to the place of destination within the period indicated by the Company. Any security deposit made by the Buyer in respect of such containers and other transportation recipients shall be forfeited if they are not returned undamaged within the period specified.
5. Payment, late payment, non-payment and consequences of non-payment
5.1 The Price is due on the date agreed between the parties, which will be indicated on the invoice, which is issued and delivered together with the products and/or the performance of the services. If no due date for payment is indicated on the delivered invoice, and unless otherwise agreed between the parties, the Price is due upon delivery of the products and/or performance of the services, in which case the Company may not proceed with the delivery if payment is not made. 5.2 Failure to pay the Price on the dates agreed upon shall automatically imply the Buyer’s default, without the need for any notification, and consequent payment of default interest at the legal rate in force for commercial operations. Interest shall accrue on any amounts outstanding under the Agreement as from the due date indicated on the relevant invoice. 5.3 Where the Buyer is in default, the Company shall be entitled to claim compensation from the Buyer for the costs of recovery of the debt and for damages suffered as a result of the default. In the event of the debtor's default, the Company is also entitled to demand the return of ordered and delivered products under the reservation of title referred to in clause 6 below. 5.4 Failure by the Buyer to comply with any of its obligations (including payment obligations) under the Agreement shall constitute grounds for termination of the Agreement if the Buyer fails to remedy the infringement after being notified by the Company to that effect. 5.5 The Company shall also be entitled to cancel all or part of the Buyer’s orders which it has not yet delivered, to refuse future orders and to demand all amounts due to the Company, whether due or not, in the event of the debtor's default or any of the following: a. The Buyer becomes insolvent, calls a meeting of its creditors or proposes or enters into an arrangement with its creditors, or makes an assignment for the benefit of its creditors; or b. If an insolvency administrator, manager or liquidator (even if provisional) or other similar person is appointed in respect of the Buyer or any assets of the Buyer; without prejudice to other remedies to which the Company is legally entitled to. 5.6 The Company shall not be liable to the Buyer for any loss or damage that the Buyer may suffer due to the exercise by the Company of the rights set out in this clause.
6. Reservation of title
6.1 Ownership and title to the products shall remain with the Company until the Price and any other amounts due by the Buyer have been paid in full. 6.2 Should a third party claim any rights over the goods subject to reservation of title pursuant to this clause, the Buyer shall without delay inform the Company of such occurrence and shall provide the necessary measures to assist the Company in protecting its rights. The transfer of ownership of the goods shall take place once the corresponding invoices have been paid in full. As long as the goods have not been paid for in full, the Buyer undertakes to keep the goods in the exact condition in which they were delivered and not to dispose of them in any way whatsoever. If the Buyer is late in making payments to the Company, the Buyer shall grant access to its premises to representatives of the Company so as to enable them to determine which of the goods that remain stored at the Buyer's premises belong to the Company and to arrange for their removal, at the expense of the Buyer, who shall in any event indemnify the Company against any damage to the goods.
7.1 The Company guarantees that the products are in conformity with the established in the respective technical specification for a period of 12 months from the date in which they were produced, provided that the products are maintained in good condition by the customer from the date of their receipt until the date of claiming non-conformity, in accordance with the conditions presented in the respective technical specification. Any non-conformities or deficiencies of the products must be claimed in writing during the 12-month period referred to above. 7.2 The Buyer is obliged to check the quantity and quality of the goods upon delivery. Should the Buyer detect any damage to the goods resulting from transport, liability for such damage shall be assessed in accordance with the Incoterms terms specified for the order. If the Company is responsible for the carriage, the claim for damage resulting therefrom shall only be accepted if the Buyer remits the delivery document describing the non-conformity found. 7.3 The Company is in no event responsible for the suitability of the goods for a particular purpose, nor does it extend its warranty on the goods to any third party. 7.4 Any attempt to repair non-conforming products by a person not belonging to or appointed by the Company, as well as the modification and/or incorrect storage, maintenance or use of the products, or claiming non-conformities after the period established in clause 9.1 above will prevent the exercise of the right of repair or replacement under the terms of the warranty provided herein.
To the extent permitted by law, the Company shall not be liable for losses or damages, in particular for indirect consequential damage, apart from the replacement or repair of products that do not comply with the agreed specifications. To the extent permitted by law, the Company shall not be liable for any losses or damages caused to the Buyer's employees, agents, contractors, Buyers, visitors, tenants or others.
9. Intellectual Property
All drawings, models, specifications or any documents, information or materials considered to be the intellectual property of the Company that are transmitted or provided to the Buyer: (i) shall remain the property of the Company; (ii) shall be treated by the Buyer as confidential documentation, material or information; (iii) shall not be disclosed to third parties nor to employees of the Buyer who have no direct involvement in the marketing of the products; (iv) shall be used only for the purposes expressly authorised by the Company and; (v) shall be returned to the Company upon request and the Buyer shall not maintain any type of reproduction thereof.
10. Force majeure
None of the parties shall be liable for the delay in performance or non-performance of the Agreement generated by a case of force majeure, being considered as such the fact of a third party to which the parties have contributed in no way, as well as any natural event or unforeseeable or inevitable situation whose effects occur regardless of the will or personal circumstances of the parties, such as acts of war, whether declared or not, acts of subversion, civil disturbances, revolutions, epidemics, cyclones, earthquakes, fire, lightning, floods, general or sector strikes or any events of the same nature that affect the performance of the Agreement. The affected party shall give written notice of the situation and its possible duration to the other party within five (5) days from the verification of the impediment.
11. Applicable Law and jurisdiction
11.1 The Company shall endeavour to resolve any disputes arising with the Buyer without recourse to the courts. Such attempts shall not affect the Company's legal rights. 11.2 These Terms and Conditions are subject to and shall be construed in accordance with Portuguese law. The courts of the district of Lisbon shall have exclusive jurisdiction over any disputes arising hereunder.