All deliveries and services shall be subject to these general conditions of supply and payment, to which the customer agrees upon placing orders, as well as to any future business, even if no explicit reference is made to them and they have been provided to the customer with an order that we have confirmed. If an order is placed in such a way that it deviates from our terms of delivery and payment, then our terms shall still apply, even if we do not dispute them. Any deviating trading i.e. purchasing conditions used by the customer shall only be recognized if explicitly agreed upon by us in writing. Ancillary agreements or additions to the contract shall have no legal validity, unless they have been confirmed in writing by Amabilidade, Lda. We shall be entitled to assign our claims to payment from our business relationships. We reserve the right to sell only to the specialist dealer and industry customers exclusively.
Offers and prices
All prices shall be defined as strictly net, and as ex-warehouse Praia do Carvoeiro. The statutory VAT shall be added. We reserve the right to alter prices. The buyer undertakes to accept the ordered goods. The duty to accept the goods shall be of the essence of the contract. In the event of the buyer refusing to accept the goods, we shall be entitled to all rights under Articles 286, 280 et seq. of the Code of Commercial Law, in particular entitlement to damages including forgone profits, which shall be deemed to amount to at least 18% of the purchase price plus the applicable Value Added Tax unless the customer is able to prove that the loss incurred is lower. Our offers shall be defined as being free of obligation and without commitment unless otherwise agreed.
Consignment, postage and packaging
The risk shall pass to the buyer as soon as the consignment has been handed over to the carrier or freight forwarder but in no case later than when it leaves our warehouse, even if the seller carries out the shipment personally. The seller shall insure the goods against transport risks at the customer‘s request and expense. In case of dispatch outside Portugal the international terms of delivery defined by the currently applicable version of the Incoterms shall apply in addition to these terms and conditions. Postage and packaging costs shall be charged separately.
Payment shall be due, regardless of any complaints, within 14 days of date of the account, net and without deduction, unless otherwise agreed. In the event of the customer failing to pay within 14 days, interest on arrears can be charged at a rate 5 percentage points above the base lending rate at the material time unless we can prove that we have suffered any greater loss. Payment shall not be deemed to have been made until the money is at our disposal. In the case of cheques, payment shall be deemed to have been made when the payment has reached our account and is at our disposal. Our invoices for services and special orders shall be payable net without any deduction, any other fees involved is to be paid by the customer ahead of the delivery. First deliveries shall be made cash on delivery. Should the customer fall into arrears of any kind of payment to us, all outstanding claims to payment shall become due for immediate payment.
|Reservation of title
Until all claims to payment (including claims to the payment of the balance on a current account) that are due to us on any legal grounds whatever from our customer now or in the future have been made, we shall be granted the following sureties, which we will release on request or installation shall always carried out on behalf of us as the manufacturer but without our being placed thereby under any obligation; should our right of (shared) ownership expire as a result of the goods being combined or blended with other it shall be deemed to have been agreed here and now that the customer‘s (shared) rights of ownership shall be transferred to us to the extent of the value of the uncombined and unblended article (based on invoice value); the customer shall store our goods free of charge. Goods that are under our (shared) rights of ownership shall hereinafter be referred to as retained goods. Our customer shall be entitled to process or sell the retained goods in the regular course of business as long as he is not in arrears of payment. The retained goods shall not be pledged or given as collateral, nor shall agreements on the prohibition of transfers be made. Claims for payment (including claims to payment of the balance on a current account) arising from the resale or processing of the retained goods or arising from other legal reasons concerning the retained goods (insurance, unlawful acts) shall be deemed to have been assigned to us in full here and now by the customer. All our rights of ownership (retention of basic, expanded, and extended rights and over current accounts) shall not be affected by the acquisition of our goods by another buyer as long as this buyer has not paid us for the goods. This shall in particular apply in the case of affiliated companies. We hereby authorize the customer until further notice to collect payments that have been assigned to us for our account but in their own name. This collection authorization shall not be revoked unless the customer fails to fulfill his payment obligations in the correct and proper manner. In the event of a third party attempting to acquire the retained goods, the customer shall inform him of our ownership rights and shall notify us immediately. In the event of a breach of contract on the part of the customer - meaning in particular arrears of payment - we shall be entitled to repossess the retained goods and if necessary to demand that the customer relinquish his right of restitution from a third party. The repossession and the attachment of reserved goods by us shall not be construed as a cancellation of the contact unless the Consumer Credit Act dictates otherwise. If requested to do so by us, the customer shall be under an obligation to inform us of the names of his customers, to inform them of the repossession, to provide us with the necessary information in order for us to be able to enforce our legal rights over this customer, and to hand over all relevant documents. We shall also be entitled to inform our customer‘s customer of the assignment of rights.
Defects and liability
Complaints shall be made within eight (8) days of receipt of goods. If the complaint is justified, we shall be entitled either to correct the fault, to accept return of the goods against credit of the invoiced amount, to provide replacement free of charge within a reasonable time or to credit the purchaser with the equivalent of the reduction in the value of the goods. The customer shall have no claim to damages on the grounds of culpa in contrahendo, breach of secondary contractual obligations, or unlawful acts unless they are be due to action with willful intent or grossly negligent behavior on the part of the seller, his representatives or vicarious agents or to any failure to provide assured properties. Parts that have already been used, and in particular those that have been fitted, shall not be exchanged.
Place of performance and place of jurisdiction
Should any provision of these terms of supply and payment be or become invalid, the validity of the other provisions shall not be affected by this. The contractual relationship shall be explicitly subject to Portuguese law, and specifically the Codes of Civil and Commercial Law. The place of jurisdiction shall be our place of business.
Descriptions and technical details are based on manufacturers‘ specifications. We reserve the right to make alterations. We accept no responsibility for any printing errors. Reproduction, in any form, or photo copies of our catalogues even as extracts are only permitted with our express consent.
Status, October 2012
Pricing, products, design, wiring and colors can change without prior notice.
Amabilidade, Lda, Apt. 1173, Algarve Portugal, Zip: 8401-909 Praia do Carvoeiro
Tel.: 00351-282-358138, Fax.: 00351-282-358138