Terms and Conditions

 FLEX 2000 – PRODUTOS FLEXÍVEIS, S. A.
Version 03 effective as of 17 May 2021

 GENERAL TERMS OF SALE
1. Conclusion of the Contract
1.1. The contract of purchase and sale of goods supplied by FLEX 2000 – Produtos Flexíveis, S. A. (hereinafter referred to as Seller), is conclude with the formal acceptance of the order requested by the Customer (hereinafter referred to as Purchaser), not being valid any confirmation made by agents or other representatives.
1.2. The Seller reserves the right not to accept orders that are not formalized by the Purchaser .
1.3. The order acceptance act is accompanied by communication to the Purchaser of these “General Terms of Sale” which are an integral part of it, accepting them, fully and without reservation unless, within 24 hours of the acceptance of the order, the Buyer expressly declares to the Seller that he does not accept them, in which case the contract automatically ceases to have effect.
1.4. The quantities in the order confirmation equal or greater than 50 units are subject to a tolerance of +/- 10%, according to production profitability criteria depending on the dimensions of the foam blocks
1.5. The order can only be canceled by the buyer within 24 hours after the declaration of acceptance of the order by the seller.
1.6. Upon expiration of the 24-hour period stipulated in the previous number, the Buyer is obliged to comply fully and without reservation with these General Conditions of Sale, failing which, failing to do so, defaulting and failing to fulfill the contract, constituting an obligation to indemnify the Seller for the damages to which it has given cause and without right to recover the amounts that advanced to him as a result of the order made.
1.7. The Seller can legitimately refuse to fulfil na order, even after its acceptance, when or if i tis aware of the Purchaser’s financial difficulties or credit disability and/or when the assessment of the situation cannot provide the reliability of the payment.
1.8. The present General Terms of Sale and applicable legal standards are the only ones that regulate the contractual relations between the parties, any other commercial rules, usages or customs cannot prevail over these.
1.9. It is expressly agreed between the Seller and the Purchaser that they do not apply here any terms or conditions adopted or used by the Purchaser, even when they are mentioned in documents or correspondence of the Purchaser or of its representative or agent
1.10. In the event of any conflict, expressed or implied, of any nature, between the "General Conditions of Sale" and General Conditions of Purchase or other Purchase Conditions, namely the Special, Specific, Private or others Conditions used by the Purchaser, the present "General Conditions of Sale", which are the only applicable in the contractual relations established between the Seller and the Purchaser, always prevail.
1.11. Any changes to these General Terms of Sale must be written and on a document signed by both parties and filed in “Attachment” to be a part of the remaining document.
2. Goods and Special Features
2.1. The Purchaser is solely and exclusively responsible for the accuracy and correctness of the intended specifications of the product ordered and transmitted to Seller, namely its purpose, typology, design, quality and quantity
2.2. The Purchaser is solely responsible for providing the Seller with all necessary and adequate information in advance so that the manufacture of the product under orders complies with the legislation and legal requirements, namely of quality and safety, required by the country in which it is to be sold, either as a final product, as a product incorporated in a final product, or as a component of an end product.
2.3 The Seller reserves the right to modify at any time, and when considered necessary, the technical and aesthetic features of the goods covered by the contract, even when they are standard goods advertised in catalogues, brochures, other informational material or places of public exposure.
2.4. Any technical or aesthetic modifications of the goods carried out by the Seller after the order acceptance does not confer the Purchaser the right to demand the replacement of the goods that have already been delivered.
2.5. When the order is accepted, but the goods are not yet delivered, the Purchaser is not allowed to cancel the deal based on any changes, unless these involve elimination of the goods ‘essential functions; The Purchaser shall promptly notify the Seller of the intention of declining the deal within 5 days after the reception of the goods, otherwise, it will be considered as accepted.
2.6. Any technical specifications of goods sought by the Purchaser shall only be valid and worthy of consideration when specifically accepted by the Seller.
3. Prices
3.1. The sold goods are invoiced at a price stated by the Seller at the time of the order acceptance, plus the applicable tax value. The Purchaser shall pay the price written on the invoice and respect its due date
3.2. The Seller reserves the right to change, at any time, the price list as well as the terms of payment, having the responsibility to notify these changes to the Purchaser.
3.3. The Seller shall immediately notify the Purchaser when the amendment of price and/or the terms of payment take place between the time of the order acceptance and the delivery. In this case, the Purchaser may choose to cancel the order, seeing that he notifies the Seller of his/her intentions within 24 hours of knowing the price and/or terms of payment changes.
4. Delayed payment and Termination of Contract
4.1. Once the order has been accepted, the Seller will make out the invoice and cancel any pro-forma invoice or any other similar document delivered previously to the Purchaser.
4.2. The seller holds claim to the legal rights over the goods sold until complete payment. In a situation where the send goods are not bound to an official registration, the retention of title is also enforceable against third parties and, therefore, its alienation or pledge to the Purchaser is forbidden, whatever its title, otherwise it will be considered as an unknown transmission or pledge.
If the payment is delayed in time or by a credited account, the lack of payment of an installment that exceeds the eight part of the price or lack of delivery of the amount or title for the respective credit in current account, give the Seller the right to terminate the contract or even close the current account and demand the immediate payment of the penalty clause or, alternatively, demand the corresponding balance with interest and its contractual penalty for the delayed installment.
4.3. In case of a delay, and until the Seller has not received the whole payment, the Purchaser is indulged to an extra 3% interest on the legal fixed tax; the Purchaser is also required to pay administrative costs and legal services, up to 10% of the invoice value Exceeding a 15 day delay, the Seller may terminate the contract.
4.4. The delay in payment of the price also allows the Seller the right to cancel all pending orders.
4.5. The termination of the contract must be communicated in a written format by either registered letter with acknowledgement of receipt or by fax or e-mail, and shall be done on the date of reception of such notifications, in which the Seller states that the termination is of his/her free will.
4.6. Terminated the contract by the Seller, who, apart from having the right to retrieve the delivered goods, is entitled to make theirs the amounts paid and may still obtain from the Purchaser, in a penalty clause, an amount equal to twenty per percent of the established price, without prejudice, and the right to full compensation of losses incurred, particularly if there has been depreciation and/or deterioration of the goods sold.
4.7. The Purchaser authorizes the Seller, without performing any subsequent formality, the access to its facilities during normal labour hours in order to recover the goods covered in the terminated contract if these are on the premises.
5. Delivery and Shipment
5.1. The goods are delivered by the Seller to the Purchaser, or to whom he/she has previously designated, who will carry out inspections and assess whether the goods meet the agreed terms, transferring the risk to the Purchaser.
5.2. The goods are considered perfect if the quality is not scrutinized by the Purchaser within 8 days after delivery.
5.3. If an immediate complaint does not arise, it is considered that the quantity supplied by the Seller complies with the document sent with the delivery and reception of the goods.
5.4. Any variation regarding quantities must be reported in the transport document at the time of delivery and reception of goods; the Seller reserves the right to verify or request verification of the discrepancy by a representative.
5.5. At headquarters, the terms and Concepts of the “Incoterms 2000” are regulated and form an integral part of these “General Terms of Sale”.
5.6. The Seller reserves the right to make partial deliveries of goods.
5.7. The Seller is not responsible for any delays caused in whole or in part, by natural disasters, adverse weather conditions, fires, floods or other acts of God, strikes or other labour disputes, tampering, explosion, wars, embargos, transport difficulties, unforeseen shortage or unavailability of fuel, cuts in power supply, unavailability of transport, raw materials or stock in storage. Inability or delay in obtaining governmental approvals, licenses and any other causes beyond the will and control of the Seller.
5.8. Eventual delays in the delivery of the goods, regardless of its nature, are only relevant when exceeding 30 days. The Purchaser cannot blame the Seller for any loss or damage in the operation of its business, only being given the right to terminate the contract.
5.9. In the existence of a failure on the part of the Seller as a result of a third party’s failure, who is necessary for the execution of the Sales Contract, such as subcontractors or suppliers, the Seller is relieved of any responsibility if the third party is also relieved of responsibilities, as mentioned in the application of the provisions of these General Terms of Sale.
5.9.0. When the Seller’s suppliers do not provide all or part of the raw material, the Seller is not obligated to turn to other suppliers.
6. Warranty
6.1. Seller warrants that the goods delivered meet all quality requirements and comply with the models, drawings and specifications of the Seller. The Seller provides no other warranty, expressed or implied written or oral, including resale guarantees as well as any particular application of the goods. Except under the circumstances stated by the Seller, the warranty prevails, for a period to 15 days starting from the date of delivery of the goods to the Purchaser or its representative.
6.2. All goods subject to complaints due to defect within the warranty period, referred to in the preceding paragraph of this clause, shall be delivered to the Seller at a location previously indicated for the purpose. The return should be carried out immediately after the formalization of the complaint. The Seller will examine the goods returned by the Purchaser, taking note of the reviews, results and conclusions of the examination, in order to decide whether to enforce, or not, the warranty. The Seller shall report to the Purchaser within 30 days from the reception date of the goods ordered, unless the analysis of the causes of the complaint, namely due to their complexity, requires a longer period. The Seller shall perform all tests and examinations considered appropriate for the assessment of the complaint. During the tests and examinations, the Purchaser shall fully cooperate with the Seller or its representative, in particular, to supply all information and data that are of direct or indirect knowledge. The Purchaser should also enable the Seller to closely examine other goods that were supplied, but were not subject to a complaint. The Seller has the right to charge the Purchaser with all the amounts expended directly and indirectly with the investigation process of the causes of complaint, when it is determine that the goods do not have any defect or that it is not chargeable to the Seller.
6.3. The Seller will not compensate nor provide any other warranty, expressed or implied, beyond what is provided under this heading, in particular warranties of merchantability or suitability of the goods to carry out a particular purpose. The Seller is not responsible or obligated to refund any damage suffered by the Purchaser, in particular payment of interest for delayed payment or compensations, penalty clauses and allowances due to third parties, even when predictable and previously reported to the Seller. The Seller will not consent to any additional compensation, nor provide consent to any written or verbal confirmations that are contrary to its interests.
6.4. The Seller warrants the replacement of defective goods, however, he/she can choose to revoke the contract, making the contractors return all that has been provided by releasing themselves from their obligations to each other.
6.5. This warranty is valid only when the goods have had a normal use, have not suffered any damage as a result to poor handling, or suffered any accident, and as long as the features listed in data sheets have not undergone any changes.
6.6. The complaints of defects formally made by the Purchaser will only be considered within eight days from the date of the awareness of the defect.
6.7. The warranty is not applicable if the defect results from an act of god, unforeseeable circumstances, negligence in the handling of goods by the Purchaser or the final customer, the non-compliance of instructions and in cases where goods have been used in conditions for which they have not been designed.
7. Technical Support
7.1. In general the goods’ features are only those that are listed in its description, its technical specifications and in the Seller’s labeling and, therefore, any advertising, public announcements or publicity statements cannot be acknowledged as properties or features of the Seller’s goods.
7.2. The technical support provided verbally or in writing by the Seller is given in good faith and therefore does not provide any warranty, even though there may be third party rights involved. The technical support provided by the Seller will not relieve the Purchaser of his/her duty to test the goods supplied by the Seller, regarding his/her ability to fulfill the purposes for which they are intended. The application, the usage and processing of goods by the Purchaser are beyond the control of the Seller, thus everything concerning these issues is of sole responsibility of the Purchaser. The Purchaser cannot remove any label or hazard warning indicated on the goods and cannot change, in any way, the instructions or the Seller’s instructions manual.
8. Industrial property
8.1. Any studies and documents delivered to the Purchaser are to be considered property of the Seller, as its intellectual owner.
8.2. The brands belonging to the Seller’s may only be used by others after previous written consent.
8.3. Avery tie goods are produced according to drawings, procedures or specifications given by the Purchaser or elaborated according to the request made by the Purchaser, any judicial or extrajudicial procedures, namely of compensatory nature for loss or damage based on the violation of the copyrights protected by the industrial or intellectual property, as for example, concerning brands, patents, drawings, production methods or processes, trade secrets, are of the Purchaser’s exclusive responsibility. The Seller cannot be held responsible for these issues.
9. Materials
9.1. When the Purchaser supplies the Seller with some material intended for the goods related to the order, namely tools, packages, fasteners, fabrics, plastics, ornaments or props, they continue to be property of the Purchaser. The Seller will not be eld responsible for any damage, deterioration or loss of such materials when they are beyond his/her control or when they are a result of wear.
9.2. Damage or injury caused to people or items by the materials stated in the previous clause are exclusive responsibility of the Purchaser.
9.3. The costs related to maintenance, repair or replacement of materials are exclusive responsibility to the Purchaser.
9.4. The Purchaser should take on na insurance policy that covers all risks associated to the materials that are delivered to the Seller, namely deterioration, destruction, damage, theft, keeping ir fully valid and efficient. The Seller can demand that the Purchaser present or deliver a copy of the corresponding insurance policy, including all the relevant conditions.
9.5. Whenever requested by the Purchaser, and as long as it does not prevent full conformity and execution of the Sales contract, the materials will be returned. All expenses regarding the return are charged to the Purchaser.
10. Conformity
The Purchaser is fully and exclusively responsible for the carrying out of all national and international laws, regulations and other import disciplinary measures, transport, storage and usage of the goods present in the Sales Contract agreed upon with the Seller.
11. Transfer of Rights and Obligations
11.1. The Purchaser can only legitimately convey any right or duty arising from the law or contract with the seller’s prior written consent. In spite of the transfer of the terms previously referred to, the Purchaser assumes the role of a co-bounding party when the transferee fails to meet the obligations to which it was linked to by the transfer.
11.2. The Seller may freely and unconditionally transfer all or parto f its credit to third parties.
12. Disputes and Jurisdiction
To settle any arising dispute concerning the sales contract enclosed in the Seller’s “General Terms of Sale”, or concerning the recovery of debts, deliberation is given by the court of Aveiro. The seller may also decide on the Purchaser’s district Court.