Scope of Application
We supply our contractual partners (hereinafter referred to as "Orderer") exclusively based on these delivery conditions. We do not recognize any opposing, differing, or supplementary conditions of the orderer, even if we do not specifically object to them in individual cases. These conditions also apply if we carry out the delivery without reservation, knowing of opposing, differing, or supplementary conditions of the orderer.
Only the delivery and performance conditions of Pintosupersonic Lda apply to orders.
These delivery conditions apply to all future transactions with the orderer, even if their application was not expressly agreed upon again.
Offers, Scope of our Deliveries, Product Details
Our offers are non-binding and subject to change. We reserve all property and copyright rights to our offers, cost estimates, calculations and all other documents provided by us or third parties. This includes tools, aids, drawings, samples, pictures, descriptions, models, calculations and other documents. Without our consent, the purchaser may not make these materials accessible to third parties, disclose them, use them himself or have them used by third parties. He may also not copy them. The purchaser must return these materials and any copies in full upon our request if they are no longer required in the normal course of business or if negotiations do not lead to the conclusion of a contract.
The presentation of our products in our price book does not constitute a binding offer to conclude a sales contract. The order of the products by the customer is a binding offer. The customer will receive a confirmation about his order made by phone, fax, email or online shop. This confirmation does not yet constitute an acceptance of his offer, unless acceptance is declared at the same time. A contract is only concluded with our order confirmation or delivery of the ordered products. A change after placing the order or a cancellation is possible until our order confirmation. Should delivery of the ordered goods not be possible, for example because the corresponding goods are not in stock, we will refrain from accepting the offer. In this case, a contract is not concluded. We will inform the customer immediately and refund any services already received immediately.
Documents handed over by us and information provided, such as illustrations, drawings, weight and dimension specifications, are only binding insofar as we expressly list these as part of the contract or expressly refer to them in the contract, insofar as the usability for the contractually intended purpose requires an exact match.
All information about suitability, processing and application of our products, any technical advice and other information are given to the best of our knowledge, but do not exempt the customer from his own tests and investigations.
There is no obligation to check the customer's order, particularly with regard to the compatibility of the products or a corresponding obligation to provide information. If we point out discrepancies in the customer's order in individual cases, this does not create an obligation to do so in the future.
Our product descriptions and information do not constitute a guarantee of quality or durability, unless we have expressly assumed a guarantee in this regard in writing.
Prices, Payment
Our prices are net prices, DAP, within Portugal. Unless otherwise legally regulated, sales tax at the current rate at the time the tax liability arises, duties, fees, other public charges, packaging and loading costs, and transport insurance will be added.
Deliveries desired by the customer within a specific time window or as expedited delivery require our confirmation and are only carried out at an additional cost.
For deliveries that are agreed to take place more than four months after the conclusion of the contract, we reserve the right to charge any wage and/or material price increases that occur after the submission of the offer with a customary surcharge.
Payment is made either in advance or after delivery, depending on the agreement.
If we have made a discount agreement with the customer, the discount period begins with the receipt of the invoice.
The customer only has a right of retention if his counterclaims have been legally established or are undisputed and these are based on the same contractual relationship. He can only assert offsetting rights if his counterclaims have been legally established or are undisputed and are in close reciprocity to our claim (e.g., in the case of defect claims from the same contractual relationship).
Reservation of Ownership
We retain ownership of all items we deliver until all claims arising from the business relationship are paid. In case of contractual breaches by the buyer, especially in case of default of payment, we are entitled to rescind the contract after a reasonable grace period and demand the return of the reserved goods.
As long as the ownership is reserved to us, the buyer must conduct necessary and customary inspection, maintenance and preservation works at his own expense and sufficiently insure the reserved goods against fire, water and theft damages at replacement value at his own expense. He hereby assigns to us his corresponding claims in case of damage. We accept the assignment. During the period of reservation of ownership, the buyer may neither pledge the reserved goods nor assign them as security. Third-party access to the reserved goods as well as damages or destruction must be reported to us immediately in writing. The buyer must bear all costs necessary to lift the access and to re-procure the reserved goods that the third party cannot reimburse.
The buyer is entitled to resell the reserved goods in the ordinary course of business; however, he already now assigns to us all claims including all balance claims from current account amounting to the purchase price agreed between us and the buyer (incl. VAT) including bills of exchange and cheques, which accrue to him from the resale to his customer or third parties, regardless of whether the reserved goods have been resold without or after processing. We accept the assignment.
The buyer is authorized to collect the claims assigned to us even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the buyer meets his payment obligations properly. In particular, in case of default of payment, cessation of payments, opening of insolvency proceedings or protest of a bill of exchange, we are entitled to revoke the buyer's collection authority. In this case, we can demand that the buyer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment.
The processing or transformation of the reserved goods by the buyer is always carried out for us. If the reserved goods are processed, combined or inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (invoice final amount, incl. VAT) to the other processed, combined or mixed items at the time of processing, combination or mixing. If the combination or mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is deemed agreed that the buyer transfers co-ownership to us proportionately. The buyer keeps the sole or co-ownership arising from processing, transformation, combination or mixing for us. The same applies to the item resulting from processing, combination, transformation or mixing as for the delivered item subject to reservation.
To secure our claims against him, the buyer also assigns to us the claims arising from the combination of the reserved goods with a plot of land against a third party. We accept the assignment.
We undertake to release the securities to which we are entitled at the buyer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is at our discretion.
If the validity of the reservation of ownership in the destination country is tied to special conditions or special formal requirements, the buyer must ensure their fulfillment.
Execution of Deliveries, Deadlines, Delay
Partial deliveries are permitted if they are usable for the purchaser within the framework of the contractual purpose, the delivery of the remaining ordered goods is ensured and this does not cause the purchaser any significant additional effort or additional costs, unless we agree to bear these costs.
Agreed delivery periods do not begin before all technical questions have been clarified, procurement of the documents, approvals and releases to be procured by the purchaser, and receipt of an agreed down payment or advance payment.
If the non-compliance with deadlines is due to force majeure, e.g., mobilization, war, riot, epidemic or pandemic, or similar events, e.g., strike, lockout, delay in receiving government approvals or other events beyond our control, the deadlines are extended by the duration of the obstruction. This also applies if such circumstances occur at subcontractors or pre-suppliers.
In the event of intentional delay in delivery, we are fully liable for any delay damage. In the case of gross negligence, our liability is limited to the foreseeable, typically occurring damage. Otherwise, our liability is limited to 1% of the net contract price.
If the dispatch is delayed due to circumstances for which the purchaser is responsible, the risk is transferred to him from the day of readiness for dispatch. However, we are obliged to effect the insurances demanded by the purchaser at his request and expense.
Claims for Defects
As a rule, only the product description in the order confirmation is agreed upon regarding the quality of the delivery. Public statements, praises, or our advertising do not constitute a contractually binding description of the quality of the delivery, unless such a description is expressly agreed upon in writing between us and the buyer.
If we are obligated to warranty for defects, we will provide a replacement part for the defective component free of charge. The buyer himself or a third party will carry out the installation. Without prior agreement with us, the buyer is not entitled to install or have replacement parts installed. Costs incurred as part of the subsequent performance due to the product being moved to a location other than the place of performance are to be borne by the buyer.
Contrary to the above provisions of clause VI, we are liable in accordance with legal regulations, provided we have assumed a guarantee of quality, or a defect has been fraudulently concealed by us, or if the buyer holds us liable for the defectiveness of a product we have delivered to the buyer, which has been resold to a consumer.
If an examination of our delivery carried out on the occasion of a complaint or upon return of goods reveals that the buyer's complaint was unjustified, we are entitled to demand from the buyer both the costs of shipping and a reasonable fee for the inspection of the goods.
As part of the subsequent performance, the buyer must hand over and transfer ownership of replaced parts to us at our request.
We do not guarantee in the following cases: Unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties, non-compliance with the usage and environmental conditions described in the technical documentation, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, faulty or unsuitable power supply, operation with incorrect current type or voltage, operation under aggressive media (water, air, etc.), defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, provided they are not our responsibility.
Any improper changes or repair work carried out by the buyer or third parties without our prior consent does not absolve us of liability for the resulting consequences.
We assume no liability for free sales support measures (technical advice, preparation of plans, designs, and calculations, etc.)
Compensation, Liability
We are liable in accordance with the statutory provisions, provided the customer asserts claims for damages that are based on intent or gross negligence, including intent and gross negligence by our representatives or vicarious agents, or if we negligently breach a significant contractual obligation. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on the compliance of which the contracting party regularly relies and may rely on. Insofar as we are not accused of intentional breach of contract, the liability for damages in the cases mentioned in this paragraph is void for the foreseeable, typically occurring damage.
Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Claims for damages that go beyond the liability mentioned in paragraphs 1 and 2 are excluded. This limitation of liability also applies if the customer demands compensation for futile expenses instead of a claim for compensation for the damage instead of the performance.
Insofar as the liability for damages is excluded or limited with respect to us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
We do not assume any responsibility or liability for production failures that may occur at the customer or at third parties. This includes any interruptions, delays or failures in production resulting from the use of our products.
Final Provisions
The assignment of all claims arising from the contract, including warranty claims, is only permissible with our consent.
The termination of the contract must be in writing.
If the buyer is a merchant, a public-law legal entity, or a public-law special fund, the court responsible for our company's headquarters is exclusively competent. However, we reserve the right to sue the buyer at his general place of jurisdiction.
The buyer agrees that we may name him in our advertising as a reference.
If a provision of these conditions or part of a provision is or becomes invalid, the remaining provisions or the remaining part of the provision remain valid.
Portuguese law applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.