General conditions of Sale

GENERAL CONDITIONS OF SALE

Interpretation

For the purposes of these General Conditions of Sale, the following terms are to be understood as follows:

“PALBASE” is to be understood as Palbase – Equipamentos Industriais Lda., a company registered in Portugal with the Commercial Registry Office of Leiria under number 2752.
“Client” is to be understood as the person or entity that purchases the Goods and/or services and is accepted by PALBASE, in accordance with these Conditions.
“Goods” are to be understood as the Goods and/or services purchased.
“Price” is to be understood as the price of the Goods, excluding loading, transport, unloading, packing, delivery, insurance and VAT.
“Conditions” are to be understood as the General Conditions of Sale established in this document, including (unless otherwise specified) any special terms and conditions agreed in writing between the Client and PALBASE.
“Agreement” is to be understood as the purchase and sale agreement pertaining to the Goods.
“In writing” is to be understood as communicated by fax, email or any equivalent communication channel.

Introduction

Any order accepted and underwritten by PALBASE entails the observance by the Client of these General Conditions of Sale, which shall prevail over any other stipulations, as included in the order or in any correspondence with the Client, which may be contrary to these General Conditions of Sale, unless such stipulations are accepted by PALBASE, in the form of a written document, always in accordance with the applicable legislation.
The sale of Goods by PALBASE is conditional upon the inclusion of these General Conditions of Sale in all individual agreements and their acceptance by the Clients. In this sense, the Clients shall be required to careful read, understand and accept the aforementioned conditions. PALBASE is available to clarify any doubts pertaining to their interpretation.
Any orders sent to PALBASE shall be considered accepted and underwritten after written confirmation by the company Management.
Any proposal submitted prior to the corresponding order must include the general technical characteristics, delivery deadlines, prices, payment conditions and any other aspects deemed essential. The general technical characteristics indicated in the proposal submitted by PALBASE are not necessarily final, in which case a general outline should be produced and a review carried out, following which the final characteristics should be approved by the Client.
Should the payment conditions involve the payment in advance of any percentage of the total Price, the order shall only be considered accepted and underwritten by PALBASE after the agreed amount has been received.

Prices

PALBASE prices shall be understood as net prices and strictly refer to the materials in stock, which shall be transported from the PALBASE warehouse to the delivery location at the expense and risk of the Client.
Should shipping costs be included in the price, the Goods in question shall always be transported at the responsibility and risk of the Client. Therefore, PALBASE shall not accept any returns or complaints pertaining to damages occurred during transport or loading/unloading operations.
Value Added Tax (VAT) at the applicable rate on the date of sale shall apply to the net price agreed, as well as any other taxes presently or eventually due to the State, under the applicable legislation.
Unless otherwise indicated, the prices indicated in the proposal shall be considered as ex works prices, thus not including any assembly or commissioning of the equipment in question at the Client’s premises.
Prices may be changed by PALBASE, at any time, without prior notice.

Delivery deadlines

Unless other provisions are expressly indicated by PALBASE, delivery deadlines will be provided for indicative purposes only, thus not representing essential conditions for compliance with the contractual obligations undertaken, unless otherwise specified in the applicable legislation.
For the aforementioned reason, any failure to fulfil the delivery deadlines provided for indicative purposes only shall not represent a valid reason for cancellation of the order by the Client or constitute grounds for claiming any compensation from PALBASE, unless otherwise specified in the applicable legislation.
Similarly, PALBASE shall not be liable for any delay in the supply of Goods that may prevent the manufacturing of any products, or their shipment of delivery in Portugal, should the delay in question result from force majeure or any other cause not imputable to negligence or major non-compliance by PALBASE. In addition, PALBASE shall not be liable for any delays resulting from strikes, fire, floods, serious accidents involving materials or tools, war, epidemics, vandalism, sabotage, terrorism, transport interruptions, delivery service unavailability and/or failure, or abnormal weather conditions.
Delivery deadlines start on the sending date of the order confirmation, albeit not before the agreed advance payment is received.

Retention of title

All credit sales shall be made under the condition that PALBASE will retain the ownership of the Goods until the respective price has been paid in full.
Consequently, the ownership of the Goods in question shall only be transferred to the Client following full payment of the agreed price, until which the Client shall not be allowed to loan, lease, sell or move the Goods in question, or allow their use by any third parties, by any other means, without the prior authorisation of PALBASE for that purpose.

Warranties

PALBASE guarantees the correct operation of the Goods supplied and covers the latter against all manufacturing defects for a period of one year from the effective delivery date of the Goods to the Client.
Should a longer warranty period be specified in imperative legislation, the period therein defined shall apply.
Should the Goods not be immediately picked up for a reason imputable to the Client, the warranty period will start on the date of issue of the respective invoice, or the date of communication in writing of the availability of the Goods for delivery.
The warranty mentioned in the previous points shall not apply to any repairs or replacements resulting from normal wear and tear, namely with respect to belts, blades, bearings, electrical parts, etc., or to any deterioration or accidents resulting from negligent, inattentive or inadequate use, defective maintenance, use under extreme, abnormal conditions, or use of the products for any purposes other than those for which they were manufactured or sold, as well as second-hand Goods. Moreover, this warranty shall not apply should any alterations be made to the equipment by the Client, namely any repairs or attempts to repair the equipment or change it by any other means or for any other purposes.
The existence of any defect must be confirmed by the PALBASE technical support services, at the premises of the latter, unless otherwise agreed between the Client and PALBASE. In case of defect, the Client shall be entitled to all the rights granted upon them by Law, namely the right to the repair or replacement of the defective product, which they are allowed to exercise within the warranty period defined above, at no additional charges. This warranty applies only to the repair or replacement of defective parts, not including transport and labour expenses.
In order to exercise the rights granted by this Clause, the Client shall be required to report the defect to the Seller within 30 days.
The parts to be replaced, under the terms of the aforementioned warranty, should be returned to PALBASE.
PALBASE shall not be liable for any consequences arising from the inability to use the equipment whose part or parts are being repaired or replaced under this warranty, nor shall it be liable for any losses or damages eventually suffered by the Client as a result of equipment unavailability, namely loss of production, penalties applied as a result of delays, or any other issues related to equipment unavailability during the repair or replacement period, unless otherwise specified in the applicable legislation.
Any repairs undertaken during the warranty period shall be carried out at the premises of PALBASE.
PALBASE shall not be liable for any damages caused by their representatives or assistants, in case of minor con-compliances.

Technical support

Any technical support or services provided by PALBASE during the aforementioned warranty period shall be paid by the Client, unless otherwise stipulated under the Client’s rights.
Any parts whose repair or replacement is required during the warranty period should be returned to the premises of PALBASE, at the expense of the Client, unless otherwise stipulated under the Client’s rights during the warranty period.
Any Client placing their employees, paid contractors or subcontractors at the disposal of PALBASE in connection with any request for guidance or technical support by the latter shall be required to have valid occupational accident insurance policies in place and to comply with the applicable safety regulations.
PALBASE shall not be liable for any consequences arising from the inability to use the equipment whose part or parts are being repaired or replaced under this warranty, nor shall it be liable for any losses or damages eventually suffered by the Client as a result of equipment unavailability, namely loss of production, penalties applied as a result of delays, or any other issues related to equipment unavailability during the repair or replacement period, unless otherwise specified in the applicable legislation.
The Client shall also undertake the obligation to comply with all health, safety, hygiene and environmental regulations in effect.

Studies, projects and intellectual and industrial property rights

All studies, drawings, projects and documents, of any nature, provided to the Client by PALBASE are the property of the latter, which shall retain ownership of all intellectual and industrial property rights pertaining thereto. In this sense, the Client shall not be allowed to disclose such items or use them for any purposes other than those specified without the prior written authorisation of PALBASE. Moreover, the aforementioned studies, drawings, projects and documents must be immediately returned to PALBASE upon written request by the latter to the Client.

Credit

Credit sales shall only be underwritten after the Client has requested the opening of a current account and provided all the identification data required, as well as any other information requested for analysis and approval by the credit insurer and the PALBASE credit control services.
The credit limit shall correspond to the maximum value of any supplies awaiting payment, including liability for dated cheques or payable notes, which will only be considered settled after their effective payment. The credit limit granted is communicated to the Client.
Should the Client fail, on any individual occasion or repeatedly, to comply with the payment deadlines and conditions agreed, or reached the credit limit granted thereto, supply will be automatically suspended and credit immediately blocked.
The purchase and sale agreement cannot be considered functionally or otherwise linked to the credit agreement, as both agreements are independent.

Payments

All invoices should be paid at the PALBASE head office, unless otherwise specified in the applicable legislation.
All payments shall be made in Euros, irrespective of any variations in exchange rates. No reductions or discounts apply.
In cases where payment is to be made in instalments, failure by the Client to pay any instalment shall cause all payable instalments to become immediately due, unless other provisions are specified in imperative legislation.
Failure to pay any invoice under the agreement conditions established shall entitle PALBASE to immediately suspend any new supplies.
In case of late payment of any instalment by the Client, interest at the statutory commercial rate, plus an additional five percent, shall apply to the overdue amount during the overdue period.

Goods receipt / transport

Irrespective of destination, the risk of deterioration or damage shall be transferred to the Client as soon as the Goods leave the premises of PALBASE, unless otherwise stipulated under the Client’s rights during the warranty period. However, the risk shall be immediately transferred should the Goods remain at the premises of PALBASE at the convenience of the Client or due to a delay in pick-up by the latter.
All Goods are delivered ex works, i.e. the Client shall be liable, without prejudice to their rights, for all shipping, transport, packing and insurance costs, as well as any customs duties, if applicable.
The transport of Goods shall always take place at the expense and risk of the Client, even if shipping fees are included in the respective price. In this sense, the Client’s rights in case of absence, loss, damages or delays shall be exercised against the transport company.
In case of absence, loss, damages or defects, the state of the Goods should be inspected upon unloading and any non-compliances immediately documented in the transport note, which should be signed by the carrier or their legal representative, under the terms of the applicable legislation.
The aforementioned non-compliances should be confirmed by the Client through a letter sent to the transport company by registered post, within eight calendar days from the Goods receipt date.
In case of failure to comply with the provisions specified in the previous points, PALBASE shall not be liable for any damages.
Whenever the Goods sold by PALBASE are not delivered to the Client at the PALBASE warehouse, but at a different location, the Clauses included in these General Conditions of Sale shall be interpreted, for all purposes, as referring to the PALBASE warehouse.
Goods acceptance tests shall be performed in compliance with the agreement. In case of non-compliance with the agreement, PALBASE shall be required to adopt all remedial measures required, provided these are requested by the Client. PALBASE shall be liable for all costs associated with the acceptance tests, which should be performed at the respective premises.

Order cancellation / returns

Without prejudice to the provisions established with respect to any defects found in the products sold, the Client shall be required to notify PALBASE in advance, in writing, of any intention to cancel or return an order, in which case PALBASE shall be entitled to accept or refuse the cancellation or return in question.
Should a given cancellation or return in question be accepted, PALBASE shall inform the Client in writing of the acceptance conditions, reserving the right to charge a fee amounting to up to 20% of the total price of the order, in order to cover administrative costs, as well as any other cancellation or return expenses.
PALBASE shall be entitled to refuse the cancellation or return of an order in certain situations, namely the following:
1. If the items have been exclusively ordered for the Client.
2. If the items are not in stock and have been exclusively purchased or manufactured for the Client.
3. After 15 days of the supply date.
4. If the items have been used or show any signs of mishandling or misuse.
5. If the items are inadequately packed upon receipt at the premises of PALBASE.
Should the delay in delivery be longer than 120 days, provided that it does not result from force majeure, whose circumstances are not imputable to PALBASE (as previously stipulated, in Clause IV, point 3), the Client shall be entitled to request the cancellation of the order. Cancellation or return of the order by the Client does not exempt the latter from paying the order confirmation price previously agreed. Once paid, this amount shall not be returned to the Client, even in case of cancellation or return. Any request to cancel or return an order must be accepted by PALBASE. For this purpose, the Client shall be required to present valid grounds for the cancellation or return of the order in question.
In case of delivery delays, PALBASE shall not be liable for any losses or damages eventually suffered by the Client as a result of equipment unavailability, namely loss of production, penalties applied as a result of delays or any other issues related to equipment unavailability, unless otherwise specified in the applicable legislation.

Duty of information

Any Client intending to export or resell any Goods purchased from PALBASE to the United States of America, Canada or Mexico shall be required to inform the latter of their intention to resell/export the Goods in question, such as to allow PALBASE to align the sale with the respective insurance policy conditions and, on their turn, inform the Client of this fact.

Communications between the parties

Any written communications addressed by PALBASE to a Client should be sent to the address indicated in the respective order; PALBASE should be immediately informed of any alteration. Any written communications addressed by a Client to PALBASE should be sent to the head office of PALBASE. When sent with recorded delivery, any written communications between the parties shall be deemed received, unless proven otherwise, on the third day after the sending date, provided it is a business day, or the following business day.

Agreement termination

The purchase and sale agreement may be terminated by PALBASE if the Client fails to pay any of the instalments agreed, unless other provisions are specified in imperative legislation.
In the aforementioned situation, the Client shall be obliged to return the Goods supplied within eight calendar days of the date of communication by PALBASE, in writing, of their decision to terminate the agreement, as well as reimburse PALBASE for any transportation costs eventually incurred and any loss in value of the Goods in question.

Applicable law and court

Any disputes arising in connection with these General Conditions of Sale shall be resolved by the Court of Marinha Grande, both Parties expressly waiving any other jurisdiction, unless other provisions are specified in imperative legislation.
All purchase and sale agreements signed under the terms of these General Conditions of Sale shall be governed by Portuguese Law. The Client shall be responsible for the analysis and implementation of applicable foreign trade legislation and other legislation applicable outside Portugal.

Communication and information

These General Conditions of Sale are communicated to the Client through their inclusion in the proposal, the order confirmation or the transport and sale documents (dispatch note and invoice).
Should they have any doubts or questions concerning the terms of these General Conditions of Sale, the Client should contact PALBASE by letter, at the company’s head office; or by email, at info@palbase.pt; fax, on +351 244 872 042; or telephone, on +351 244 871 293 / +351 244 550 591.