The following general terms and conditions are deemed part of all quotations, Purchase Orders, acknowledgments of Purchase Orders, invoices, and other documents, whether electronic or in writing, relating to the sale of goods or services (jointly, the “Products”) by Frezite– Ferramentas de Corte, S.A. (“Seller”) to Seller’s customers [“Buyer(s)”]. These terms and conditions, together with the documents referred to above, constitute the entire contract of sale and purchase between the parties with respect to the Products, and supersede all previous communications, agreements, or contracts, written or verbal, between the Seller and the Buyer, and no understanding, agreement, term, condition, or trade custom at variance herewith will be binding on the Seller. In the event of a conflict between or among the terms of documents relating to the Products, the following order of priority will govern: (a) any applicable acknowledgment of a Purchase Order and corresponding invoice; (b) these General Conditions; (c) the applicable quotation; and (d) the applicable Purchase Order. No waiver, amendment or modification of the terms and conditions hereof will be effective unless in writing and signed by an officer of Seller.
SELLER OBJECTS TO, AND IS NOT BOUND BY, ANY TERMS OR CONDITIONS ON BUYER’S PURCHASE ORDER OR OTHER DOCUMENTS, WHICH ATTEMPT TO IMPOSE UPON THE SELLER ANY TERMS AND CONDITIONS AT VARIANCE WITH THE SELLER’S TERMS AND CONDITIONS OF SALE SET FORTH HEREIN.
All quotations by the Seller are subject to change or withdrawal without prior notice to the Buyer unless otherwise specifically stated in the quotation. Seller shall have no obligation to sell or deliver the Products covered by the Seller’s quotation unless and until the Seller issues the acknowledgement of the relevant Purchase Order submitted by the Purchaser.
Purchase Orders acknowledged or delivered by the Seller may not be canceled or modified by the Buyer except as otherwise agreed to in writing by the Seller. The Buyer will indemnify the Seller for all costs and expenses already incurred and commitments made by Seller related to any cancelled or modified Purchase Order.
Prices and other information shown in any Seller publication (including, without limitation, product catalogs, brochures, and price lists) or provided by the Seller verbally are subject to change without notice to the Purchaser. Published or quoted Product prices, irrespectively of the format or support in or by which they are presented, do not include any taxes that may be due, including value added tax. Those taxes are of the Buyer’s responsibility.
Unless otherwise expressly agreed to by the Seller in writing, payment of the price of the Products is to be made against delivery, by the means indicated in the relevant invoice. Nevertheless, the Seller is entitled to ask from the Buyer, before delivery of the ordered Products, a down-payment in the amount of 30% (thirty percent) of the relevant purchase price for any Purchase Order. Any invoice not paid within the agreed terms, is subject to a late payment interest, calculated on a daily basis, equal to the highest lawful rate permitted. The Buyer also agrees to indemnify the Seller for all collection costs incurred by the Seller in connection with the recovery of the due amount, including, without limitation, attorneys’ fees, and court costs. The inspection rights granted to the Buyer hereunder will not affect or alter the terms and obligations of the Buyer as regards payment of the Products. Under no circumstances will Buyer have a right of set-off.
If the Seller accepts making a sale on credit (which shall always be confirmed in writing by the Seller), all corresponding deliveries will be subject to the approval of the Seller’s credit department. All overdue amounts must be paid by the Buyer before additional deliveries are made, and the Seller reserves the right to cancel any Purchase Order or refuse to accept or suspend any Purchase Order then outstanding until all overdue amounts are paid in full. In the event that the Seller, in its sole and absolute discretion, deems Buyer’s credit to be unsatisfactory (notably in connection with any pending payment obligations), the Seller shall have the right, in addition to any of its other remedies, to (a) limit the amount of credit which the Seller extends to the Buyer and delay or suspend the delivery of Products based upon such limitations; (b) require full or partial payment in advance, (c); or cancel any Purchase Orders the from the Buyer then outstanding and / or refuse to accept any new Purchase Orders.
It is agreed that any information relating to the Products and their use, such as weights, dimensions, capacities, prices, colours and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations, price lists of the Seller, shall not take effect as terms of these General Conditions, unless expressly referred to in any document signed by the Seller.
If the Seller and the Buyer have agreed that the Buyer is entitled to inspect the Products before delivery, the Seller must notify the Buyer within a reasonable time before the delivery that the Products are ready for inspection at the agreed place.
Title to the Products delivered to the Buyer shall remain with the Seller until full payment for such Products is made by the Buyer. The Buyer shall indemnify the Seller for all loss, liability, expenses, costs, and damages relating to or arising from the Products prior to transfer of title to the Products pursuant to the terms hereof.
Unless otherwise agreed, delivery shall be Ex works Incoterms®2010, in the Seller’s facilities.
Unless otherwise agreed, the Buyer must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.
Any delivery time or date included in any document are deem to be nothing more than an estimate, except if otherwise stated in a document signed by the Seller. The Seller shall not be held responsible for failure to meet estimated delivery dates, and in no event, shall Seller be liable for any loss, cost, damage, or expense whatsoever incurred by Buyer or its customers that may result therefrom. The seller will be entitled to deliver before the expiry of the estimated delivery date and to deliver in partial deliveries, unless agreed upon otherwise in writing.
The Buyer shall examine the Products after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the Products in 15 (fifteen) days after delivery. The Products will be deemed to conform to the Agreement despite minor discrepancies which are usual in the trade or through course of dealing between the parties, but the Buyer will be entitled to any abatement of the price usual in the trade or through course of dealing for such discrepancies. Where the Products are non- conforming (and provided the Buyer has given notice of the lack of conformity in compliance with the rules above), the Seller shall at his option: (a) replace the Products with conforming goods, without any additional expense to the Buyer, or (b) repair the Products, without any additional expense to the Buyer, or (c) reimburse to the Buyer the price paid for the non-conforming Products and thereby terminate the relevant sale and purchase agreements as regards those Products.
The Seller shall not be liable for failure to perform or delay in performance or delivery of any Products due to (a) fires, floods, strikes, or other labor disputes, accidents, sabotage, terrorism, war, riots, acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any other cause beyond the control of Seller. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform.
All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to the Buyer by the Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of the Seller and will be kept confidential by the Buyer in accordance with this Agreement. The Buyer shall have no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to the Seller upon written request from the Seller. Buyer acknowledges that no license or rights of any sort are granted to the Buyer hereunder in respect of any Intellectual Property.
All information furnished or made available by the Seller to the Buyer in connection with the subject matter of these General Conditions or any other document related therewith shall be held in confidence by the Buyer. The Buyer agrees not to use such information or disclose such information to others without the Seller’s prior written consent. The obligations in this paragraph will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Buyer of any obligation herein, or (b) is legally made available to the Buyer by or through a third party having no direct or indirect confidentiality obligation to the Seller with respect to such information.
Buyer shall and shall, through an appropriate compliance program, ensure that its personnel and other third parties acting on its behalf conduct their activities in compliance with applicable anti-bribery laws1 (the "ABC Laws"). In addition, the Buyer undertakes to comply with the Seller's Code of Conduct, available at: Business Partner Code of Conduct. Any failure by the Buyer to comply, in whole or in part, with the ABC Laws or the said Seller's Code of Conduct shall be considered a breach of these General Terms and Conditions of Sale, which shall entitle the Seller to terminate them with immediate effect if the breach cannot be remedied and in accordance with Article 22(b)(ii). The Seller shall be under no obligation to make any outstanding payments or deliveries or to accept any order under the Purchase Agreement, if the Seller has reasonable grounds to suspect that such payments, deliveries, or transactions may be used in - or contribute to a - violation of any ABC Laws or constitute a criminal offense. The Seller shall be entitled to withhold such payments, deliveries, and transactions until it is proven that such payments, deliveries, or transactions will not be used for - or contribute to - a criminal offense. Buyer shall indemnify Seller from and against any and all liabilities suffered or incurred in any jurisdiction in connection with any failure by Buyer to comply with the ABC Laws.
For the purposes of this Agreement: a) "“Global Trade Laws and Regulations” means customs, import, export, re-export, trade control and economic or financial sanctions laws, regulations and orders, always including such laws, regulations and orders of the UN, US, EU and UK, but also, as applicable, such laws, regulations and orders of any country in which the Products are manufactured, received, used, exported from, imported to, or as otherwise applicable.; b)- “Prohibited Countries” means Afghanistan, Belarus, Iran, North Korea, Russia, Syria, Crimea and non-government controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine. Supplier reserves the right to amend the list of Prohibited Countries by written notice to the Buyer; c) “Listed Person” means any person or entity, specially designated, blocked or otherwise individually listed or targeted under Global Trade Laws and Regulations. Buyer represents and warrants that: a) the Buyer, its affiliates, or any of their respective officers or directors, is a Listed Person, or is owned to 50 % or more, directly or indirectly, individually or in the aggregate, or is otherwise controlled by one or more, Listed Person(s; b) the Buyer has not engaged in, is not engaging in, and will not engage in any business involving a Listed Person, or any entity owned to 50% or more, directly or indirectly, individually or in the aggregate, or otherwise controlled by one or more, Listed Person(s); and); c) the buyer has not engaged in, is not engaging in, and will not engage in any transaction that circumvents, evades, or avoids, or has the purpose or effect of circumventing, evading, or avoiding, or attempts to violate, any Global Trade Laws and Regulations. Buyer agrees to observe and comply fully, and use the Products in full compliance, with all Global Trade Laws and Regulation. Buyer agrees that no Products provided by Supplier shall be, directly or indirectly, sold, exported, re-exported, transferred, retransferred or otherwise released or disposed to any person or entity, legal or natural, in breach of Global Trade Laws and Regulations. Buyer shall not take any actions in furtherance of this Agreement that would cause Supplier to violate any Global Trade Laws and Regulations to which Supplier is subject. Without limiting the generality of the foregoing, the buyer shall not, directly or indirectly, sell, export, re-export, transfer, retransfer or otherwise release or dispose of any Products: a) without securing all licenses and/or authorizations necessary under the Global Trade Laws and Regulations from the relevant governmental authority; b)to, or for the benefit of, a Listed Person; c)to, via, or otherwise for use in, Prohibited Countries; d) for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, or for any nuclear explosive or unsafeguarded nuclear fuel cycle activity; or e)-for military end-use or to a military end-user, including military intelligence end-uses and end-users, without obtaining Supplier’s prior approval. The Buyer shall impose the obligations above in this Section in all subsequent transactions involving the Products. Further, Buyer shall establish and maintain adequate internal controls and mechanisms to (i) detect conduct by third parties in its downstream commercial chain, including possible resellers, that violates, or frustrates the purpose of, Global Trade Laws and Regulations; and (ii) ensure it obtains sufficient knowledge about end-user to determine whether for each contract, the Products, could be destined for an end-use which is not permitted under this Agreement. Buyer agrees , agrees to, as promptly as possible and in any event within five (5) business days, notify Supplier in writing of actual or suspected breaches of any of the obligations above in this Section and shall to the best of its abilities, cooperate with Supplier to facilitate compliance with Global Trade Laws and Regulations and will upon request, provide Supplier with copies of all documentation relating to any business dealings involving the Products, including but not limited to, end-user certifications. In addition, Buyer shall provide all information relating to requests for any Products, that the Buyer suspects could violate or circumvent Global Trade Laws and Regulations, or where the provision of Products would breach the Buyer’s commitments under the obligations above in this Section, including requests from or on behalf of a Listed Person or attempts to acquire any Products in violation of Global Trade Laws and Regulations. If Buyer, in whole or in part, breaches any of the obligations above in this Section or (to the furthest extent permissible under applicable law) in Supplier’s reasonable opinion any such breach is likely to occur, the Parties agree that: (i) Supplier shall be under no obligation to fulfil outstanding payments, deliveries, orders or alike; (ii) Supplier shall be under no obligation to fulfil outstanding payments, deliveries, orders or alike; and (iii) that the Buyer shall indemnify and hold Supplier harmless from any claims or losses relating to such non-performance. Any failure by the Buyer to comply, in whole or in part, with this Section, is to be considered a material breach of this Agreement which will entitle Supplier to terminate the Agreement with immediate effect. Further, Supplier is entitled to terminate the Agreement with immediate effect upon written notice if either Party’s ability to fulfil an obligation under this Agreement is materially affected by the imposition of restrictions in Global Trade Laws and Regulations.
This Agreement is governed and construed in accordance with Portuguese law. The application of the United Nations Convention on Contracts for the International Sale of Goods
