1 - Applicability
1.2 - These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between FLUIDINOVA, S.A. thereof ("Seller") and the purchaser (“Purchaser”) with respect to the purchase and sale of products (“Products”) indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.
1.3 - These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfillment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.
1.3 - The Agreement between Seller and Purchaser is created when Seller confirms, acknowledges or begins to fulfill Purchaser’s order. Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.
2 - Delivery and Performance
2.1 - Delivery dates provided by Seller are indicative and non-binding. Seller shall not be liable for any delays, other than its sole responsibility, namely, it will not be responsible for delays caused during transport, processing times at customs or regulatory authorities, bad weather conditions and any other unforeseen delays caused during the transport of the merchandise or by any other force majeure event.
2.2 - Products are shipped using Seller's standard shipping and packaging methods. Products will be supplied under DAP conditions Buyer's Country of Destination (INCOTERMS® 2010).
3 - Use of Products
3.1 - Purchaser shall (a) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including but not limited to product data, product information, safety data sheets and labelling (“Use Documents”), and (b) properly test, use, manufacture and market Products and/or materials produced with Products.
3.2 - Purchaser is solely responsible for: (a) obtaining any necessary intellectual property permission related to the use of Products, (b) compliance with all applicable regulatory requirements and generally accepted industry standards, and (c) conducting all necessary testing and verification, including for fitness for the intended purpose.
4 - Inspection and Rejection of Nonconforming Products
4.1 - Purchaser shall inspect Products no later than five (5) days after receipt ("Inspection Period"). Purchaser will be deemed to have accepted the received Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation.
4.2 - If notified in accordance with Section 4.1, Seller shall activate its internal procedures to validate Purchaser's claim. If non-compliance is verified, the Seller shall, in its sole discretion (a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products. Seller reserves the right to inspect Products. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products.
4.3 - Any returns, if authorized, shall be handled in accordance with Section 7 below.
5 - Price and Payment
5.1 - Purchaser shall purchase Products from Seller at the prices offered by Seller, including but not limited to prices in a valid quotation or prices on a published price list valid as of date of the applicable Order Confirmation
5.2 - All prices are excluded from all taxes, other charges, customs services, tariffs and any other similar fees or expenses of any kind on the sale, use or consumption imposed by any governmental authority or para-governmental authority on any amounts paid or the be paid by the Purchaser. Purchaser will be responsible for all such fees and expenses.
5.3 - Payments can be made by Paypal, Bank Transfer or Credit Card. Payment will be transferred on the date of order. The final price of any product will be the price shown on the date and time of order. Purchaser warrants that all details provided at the time of ordering are correct and valid. Purchaser ensures that the credit/debit card has sufficient funds to cover the cost of the order. Seller reserves the right to obtain validation of Purchaser's credit/debit card prior to processing any order. The contract is only complete when the amounts are received and confirmed by the Seller. Seller reserves the right to deny any order placed by Purchaser. The Seller ensures that the entire payment process is done with complete security.
6 - Limited Warranties
6.1 - Seller warrants to Purchaser that Products will conform to Seller's published specifications.
6.2 - Except for the warranties set forth above, Seller makes no warranty whatsoever with respect to Products (including any uses thereof. Any suggestions by Seller regarding use, selection, application or suitability of Products shall not be construed as an express or implied warranty.
6.3 - The limited warranties set forth above do not apply unless: (a) Purchaser gives written notice of the defect(s) to Seller within thirty (30) days of detection and throughout case, within six (6) months of delivery; (b) Seller is given reasonable opportunity to examine the relevant Products and (c) the defect(s) are verified by Seller.
6.4 - The limited warranty referred to in Section 6.1 does not apply when: (a) a defect arises as a result of a breach of obligations under Section 3; (b) any unauthorized changes, updates, other revisions to the Products occur; or (c) the Products are used after the expiration date or expiration date as disclosed in the applicable Usage Documents.
7 - Returns
7.1 - Purchaser shall not return Products without Seller’s prior written consent. Seller reserves the right to inspect Products at Purchaser’s site and/or require disposal instead of return. All returns must be in compliance with Seller’s instructions.
7.2 - Any returned Products must be in their original packaging with the original label affixed, and unaltered in form and content.
8 - Termination
In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice if Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
9 - Confidential Information
All non-public, confidential or proprietary information, including but not limited to, specifications, documents, data, business operations, pricing, discounts, or rebates, disclosed by Seller to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Purchaser for its own use, unless authorized in advance in writing by Seller. Upon request, Purchaser shall promptly return or destroy all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.
10 - Force Majeure
Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.
11 - Miscellaneous
11.1 - No Waiver. No waiver by Seller of any provisions of the Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof.
11.2 - Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves Purchaser of any of its obligations hereunder.
11.3 - Governing Law and Venue. All matters arising from or related to the Agreement are governed by and construed in accordance with Portuguese law, and no other law or regulation will be considered effective. Any action, appeal or proceeding arising out of or relating to the Agreement shall be instituted in courts located in Lisbon and each party shall irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
11.4 - Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing and sent by courier service with tracking or registered or certified mail to the other party at its registered office or principal place of business or such other address as indicated by the receiving party.
11.5 - If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.6 - Data Protection. Seller will request, process and use personal data (e.g. contact name and business addresses) from Purchaser to fulfill its obligations under the Agreement and for the continuing relationship management with Purchaser. Seller’s processing activities shall be governed by its privacy policy posted at fluidinova.com/privacy-policy
