TERMS AND SALE CONDITIONS I. SCOPE
1. All sales and deliveries made by ALCOBRE- Condutores Elétricos, S.A. (hereinafter referred to as supplier) will be subject to the general commercial conditions in this document presented, however, its change may be made at any time without prior notice.
2. This document is configured as a legally binding contract, signed by the supplier and the customer, whose terms and conditions apply to all sales made by the former, except in situations in which the contrary is agreed in writing.
3. Any sale or supply made by the supplier to the customer assumes that the latter accepts, without reservation, all the conditions set out in this document and in the proposals that originate his orders for material.
4. The parties agree that they will maintain confidentiality in relation to any information arising from the established commercial relationship, as well as in relation to the products sold by the supplier, with the exception of those that must be provided to judicial and / or government authorities.
5. In the event that any of the terms or conditions set out herein contradicts either the legislation to which the parties are subject or public order and, consequently, will be considered null or impracticable, this situation is considered to have no effect on all the others conditions presented here, nor any other contract that has been established between the parties and that is based on this document.
II. PRODUCTS
1. All information that corresponds to publications that are owned by the supplier are purely informative and do not compromise without acceptance of the proposal and, consequently, creation and confirmation of the order.
2. The supplier ensures that all products will be produced in accordance with the required technical standards and specifications, so the customer cannot be held responsible for the results achieved by the customer without any participation or influence in its use process.
3. The guarantee of products manufactured by the supplier covers only manufacturing defects that result directly or indirectly from its production process, not extending to cases of natural phenomena, errors in installation, storage and handling thereof. Direct or indirect damages resulting from these situations are not covered by the product warranty.
III. PROPOSALS
1. All proposals must be requested by the client in writing and by email.
2. All proposals are purely informative and not binding until they become material orders accepted by the supplier. They can be changed by the supplier at any time, until their acceptance by the customer.
3. Whenever the proposal is accepted by the customer and converted into an order, its validation must be formalized in writing by email.
4. All proposals are valid for 5 working days, counting from their presentation to the client.
IV. ORDERS
1. All orders must indicate the reference or name of the product, the desired quantity and the delivery direction.
2. They are considered accepted with their formalization in writing through email, except in cases where the supplier expressly indicates that they were rejected.
3. With the confirmation of the customer's order, it is subject to the availability of stock from the supplier.
4. Any change or cancellation of pending orders must be communicated to the supplier in writing via email as soon as possible.
5. The minimum coil cut to be considered will always be 50 meters for copper (Cu) and 100 meters for aluminum (Al).
V. PRICES
1. All prices shown are in € / km (euro / kilometer) and do not include coils, unless the contrary is expressly agreed between parties or the customer indicates in the body of their order.
2. Prices may change at any time, except for all orders that have already been placed by the customer and accepted by the supplier.
3. The prices indicated in the orders include the delivery of material to the customer's premises, and it should not be assumed that these remain for deliveries to locations other than that.
4. During the production process, the quantities supplied may vary from the quantities initially requested by +/- 2% (plus or minus two percent), so if the cables are within these limits (higher or lower) you will not be able to the customer alleges non-compliance or holds the supplier responsible.
5. The invoiced amount will always reflect the quantities actually delivered. VI. PAYMENT CONDITIONS
1. All invoices must be counted from their date of issue.
2. Payment of the same must be made according to the term indicated therein, respecting the respective commercial conditions agreed with the client, and interest on late payments calculated under the legal terms will be charged whenever the client does not meet the stipulated term.
3. Customers should benefit from credit insurance, based on true financial information, which must later be accepted by the supplier. In cases where the assignment of the same is not possible, the manufacturer is not obliged to assign it to the customer, and he must make advance payment for all his orders.
4. The revaluation of credit insurance may be carried out at any time.
5. In cases where there was evidence / market information that demonstrates the client's lack of capacity to fulfill its tax and / or financial obligations, overdue documents with late payments or insolvency, the supplier reserves the right to suspend the current contract, in writing and without prior notice.
6. Whenever there are late payments, any amount that is made available to the supplier will be allocated first to the payment of interest or indemnities outstanding, and finally to the outstanding capital.
7. Payments by credit card are not authorized under any circumstances.
VII. PROPERTY RESERVATION
1. All goods remain the property of the supplier, until their full payment or loading at their premises is made.
2. The buyer may proceed with the transformation of the purchased product, whenever he performs it within the scope of his industrial activity.
3. In these cases, the retention of title remains in full force and extends proportionally to new products that have emerged from the transformation process carried out by the customer.
4. If, in 30 days after the supplier's communication, the goods that are ready to be loaded remain on its premises and there are no indications on the part of the customer when to deliver them, the first will proceed as follows:
a) it will store the goods in its facilities or in any other place that it considers opportune and fulfills the same purposes, allocating costs to the customer and adding them to the value of the goods to be paid;
b) The costs mentioned in the previous paragraph will be calculated at 20% of the total value of the sale, and the payment of the respective invoice must be made within a maximum period of 15 days after its dispatch;
c) For all cables considered to be standard, the supplier reserves the right, and by unilateral decision, to cancel all pending orders, allocating the respective material produced to other orders from other customers.
5. The manufacturer also reserves the right to cancel any incomplete order or suspend its delivery in cases where the customer does not comply with the obligations imposed on him and arising from this contract.
6. The manufacturer also reserves the right to cancel or suspend the delivery of material in cases where it has evidence / information from the market or credit insurers that demonstrate the customer's inability to meet payments with its suppliers. VIII. RESPONSIBILITY
1. The supplier's liability is limited, exclusively, to the replacement or repair of the product, which is proven to contain a manufacturing defect.
2. The supplier ensures that in cases where any defect in its products is verified and proven, it will proceed to total or partial replacement, as well as repair, whenever they are claimed within a maximum period of 30 days after receipt.
3. For the replacement or repair of the products to be carried out, the customer must prove that their handling and installation were carried out correctly, complying with all the standards to which they are bound. In these cases, and after authorization by the supplier, the customer must return them immediately and in the original packaging.
VIII. a) The supplier shall not be responsible for:
1. Storage of products in unauthorized or inappropriate places for their storage, as well as recycling centers, scrap or other places that are the responsibility of the customer.
VIII. b) It will be the customer's responsibility:
1. Sign, stamp and date at the time of unloading, all documents accompanying the shipped goods, mentioning any situation that affects the product and deems necessary. All of these documents will later be sent to the supplier.
2. If the customer does not indicate anything in these documents, the products sent are considered accepted and received in perfect conditions and in full compliance with the orders placed (except for the warranty period for any manufacturing defects resulting from the production process) ;
3. The final destination of the packages, regardless of their type, format or material.
IX. DELIVERY TIMES
1. The delivery dates for the requested material are confirmed at the time of validation and sending the order confirmation to the customer, and will be extended for the necessary time whenever there are reasons of force majeure.
2. They are established in accordance with the rules of good faith, whereby the supplier will make every effort to ensure that the orders are delivered on the fixed date.
3. Any delay that is considered reasonable for the manufacture or delivery of the order, can never blame the supplier as being in breach of contract.
4. The supplier cannot be held responsible for losses that directly or indirectly result from the extension of the delivery period, except in cases where there is a written and express agreement to that effect and which results in the acceptance of penalties.
X. TRANSPORT, INSURANCE AND DOWNLOADS
1. The minimum mandatory weight for sending goods is fixed at 100 Kg.
2. In cases where the transport is provided by the supplier and the products are destined for markets outside Portugal, the risk of circulation is due to the regime expressly indicated on the invoice (Incoterms agreed in advance between the parties).
3. The customer is responsible for the entire process of unloading the goods, as well as the availability of the necessary means to carry them out. XI. COMPLAINTS AND RETURNS
1. All complaints must be communicated to the supplier in writing, within a maximum period of 30 days from receipt of the material, and no product can be returned without prior consent.
2. All complaints must be made in writing, indicating the complete product reference, the order number, the delivery note, the invoice (as well as the packaging number - corresponding registration in the case of reels), including all photos and / or videos that support the incidence.
3. The supplier will only accept returns whose complaints are made within the previously stipulated period and of products that are in perfect condition and accompanied by their original packaging.
4. Returns can only be accepted in cases where it is proven that the products have a manufacturing defect or damage that is not attributable or the responsibility of the customer, or in cases where there has been an error in the supply process and consequently, mistake by the supplier. It reserves the right to inspect them before proceeding with the authorization of their return.
5. All returns that are incorrectly made by the customer or that relate to products that are not part of the supplier's portfolio, will be sent back to the customer and all the inherent costs will be charged.
6. In cases where a new supply of material is made, with a view to replacing the products initially shipped (and in the meantime, returned) the supplier will only ensure their delivery and never their installation.
7. Whenever the damage verified on the product is the responsibility of the carrier that made its delivery, the customer will have a period of 48 hours (counted from the delivery of the goods) to inform the supplier of this situation, formalizing his claim in compliance with the provisions in paragraph 2.
XII. FORCE MAJEURE
1. Whenever the supplier's performance of the contract is prevented, as a result of facts or circumstances outside the same, such as the lack of raw materials, fuels and energy, wars, orders from judicial or governmental entities, that cannot be responsible for its non-compliance.
XIII. LITIGATIONS
1. Without prejudice to the rights related to the fulfillment of the obligations they assume, the breach of this contract or any other obligations arising from contracts for the purchase and sale of products established between the supplier and the customer, presuppose the immediate suspension of new supplies of material. .
2. This contract is subject, under all circumstances, to Portuguese law.
3. The parties establish that, in the event of a dispute, the competent forum for judicial action will be the Ovar Court.
XIV. DATA PROTECTION
1. In compliance with the provisions of the European Regulation 2016/679 of the Parliament and the Council of 27 April 2016, each party to the contract undertakes to:
a) Inform the holders of personal data that are necessary to use for its execution;
b) The purpose and methods used to treat them;
c) Obtain prior consent by giving them the opportunity to exercise their rights;
d) Apply technical and organizational measures that guarantee their security (confidentiality, integrity and availability).
XV. FINAL DISPOSITIONS
1. This contract is valid until there is information to the contrary.
2. It will take effect immediately on the date of its communication to the customer.