I – Introduction
1. All orders signed and accepted by Irmach - Woodworking Technology, Lda. implies for the Customer the adherence to the present conditions of sale, which prevail over all stipulations contained in the orders or in the correspondence of the Customers that are contrary to those contained in these General Conditions of Sale, unless accepted by Irmach in a written document, and with exception to the provisions of the law.
2. The sale of goods by Irmach is conditioned to the inclusion of these General Conditions of Sale in the individual contracts and their acceptance by the Customer, which presupposes their careful reading, understanding and prior acceptance. Irmach is willing to clarify any doubts that may be presented to it about its meaning.
3. Irmach cannot be held responsible for the consequences for the equipment and the production process of the Client that result from the application of the products and equipment supplied, with the exception of the provisions of the law.
4. Irmach cannot be held responsible for the services provided when they are adequate to guarantee the proper functioning of the equipment supplied.
5. Orders sent to Irmach are considered firm and accepted after written confirmation by its management.
II – Prices
1. The prices of the products will be those that appear in the Irmach Price List in force on the date of the order, unless others have been accepted and confirmed in writing.
2. Irmach 's prices are understood to be strictly net for the material existing in the respective warehouses, material that will be transported from its warehouse to the place of delivery at the risk and expense of the Customer.
3. Even if the freight costs are included in the price, the goods will always be transported at the risk and expense of the Customer, so Irmach will not accept returns or claims for goods damaged in transit or in loading and unloading operations.
4. The Value Added Tax (VAT) in force on the date of sale or any other tax that, under the terms of the law, is or will be due to the State will apply to the agreed net price.
5. In the event of extensions of delivery times due to the fault of the Customer or changes in economic or other circumstances, Irmach may adjust prices.
6. Prices may be changed by Irmach at any time, without prior notice.
7. Irmach , on orders equal to or less than €100.00, reserves the right to apply an administrative fee of €25.00.
8. In the case of special or urgent transport, an additional transport fee may be charged.
III – Delivery Time
1. Unless expressly informed by Irmach , delivery times are given for purely indicative purposes, subject to the provisions of law.
2. For this reason, non-compliance with merely indicative supply deadlines should not justify the cancellation of the order by the Customer, nor serve as a basis for claiming any compensation from Irmach , with the exception of the provisions of the law.
3. Likewise, Irmach declines any responsibility for delay or delay in the supply of goods, when this results from cases of force majeure or fortuitous events and for which any intentional act or serious fault by Irmach has not contributed , which prevent the manufacture of materials at origin, their shipment or delivery in the country of destination of the equipment, also, in situations of labor problems, damage or destruction in its facilities, wars, revolts, fires, earthquakes, explosions, floods, strikes, lockouts, pandemics, epidemics, decisions by public authorities, orders or failures in telecommunications, electricity supply or source of supply or unavailability of services, products or materials, difficulties in importing or preserving raw materials, or any other contingency beyond its direct control .
IV – Reservation of Ownership
1. All sales on credit are made with reservation of ownership of the goods sold in favor of Irmach , until full payment of the respective price.
2. Consequently, the right of ownership over the materials supplied will only be transferred to the Customer upon payment of the full price, and the Customer may not, until that moment, assign the use of the materials, encumber them, dispose of them or move them , as well as disposing of them in any other way, in any case, without obtaining prior authorization from Irmach for this purpose.
V – Warranties
1. Irmach will place the ordered products in perfect conditions of conservation and use.
2. Irmach guarantees the functioning of the goods supplied, against all manufacturing defects, for a period of three years, counting from the date of effective delivery of the goods to the Customer.
3. Whenever, however, mandatory law imposes a longer warranty period, the period imposed by law will apply.
4. If the goods are not picked up immediately for reasons attributable to the Customer, the period runs from the time of issue of the respective invoice or written information of availability for delivery of said goods.
5. The guarantee provided for in the previous number does not apply to replacements and repairs resulting from normal wear and tear of the material, deterioration or accidents resulting from negligent use, lack of supervision, maintenance or faulty use, as well as the use of products under extreme conditions and outside what are considered normal conditions, as well as a different use of the products in relation to the purpose for which they were manufactured or sold. It also does not apply in the event that the Customer intervenes in the equipment, namely through its repair or attempted repair, in any way or for any other purpose.
6. The existence of a defect must be recognized by Irmach 's technical services and at Irmach's facilities. In the event of a defect, the Customer has all the rights conferred by law, namely the right to repair or replace the defective product, which he may exercise, without any additional charges, within the guarantee period provided for above.
7. In order to exercise the rights conferred by this Clause, the Customer must report the lack of conformity to the seller within a period of 30 days or two months from the date on which the defect was detected, depending on whether he uses the goods for commercial or personal purposes. , respectively.
8. The parts to be replaced, under the terms of the aforementioned guarantee, must be returned to Irmach .
9. Irmach is not responsible for the consequences of the inoperability of the equipment where the component to be repaired or replaced under warranty is integrated, nor does it assume responsibility that may eventually arise for the Customer due to the lack of this equipment, namely breaks in its production, penalties that attributable to it for delays or any other reasons that result from the lack of equipment during the repair or replacement under warranty, with the exception of the provisions of the law.
10. Warranty repairs will be carried out at Irmach facilities .
11. Irmach will not be liable for damages caused by the acts of its representatives or assistants, in case of slight negligence.
VI – Technical Assistance
1. Subject to the Client's rights, during the aforementioned warranty period, any technical assistance or provision of services provided by Irmach must be paid by the Client.
2. With the exception of the Customer's rights during the aforementioned guarantee period, all material that is susceptible of replacement or repair must be delivered to Irmach workshops at the Customer's expense.
3. A customer who requests management or technical assistance from Irmach and places employees or collaborators at its disposal, whether they are subcontractors or contractors contracted and paid by the customer, undertakes to have valid insurance contracts for them against work, as well as respecting applicable safety standards.
4. Irmach is not responsible for the consequences of the inoperability of the equipment where the component to be repaired or replaced is integrated, nor does it assume responsibility that may eventually arise for the Customer due to the lack of this equipment, namely breaks in its production, penalties imputed by delays or any other reasons resulting from the lack of equipment during repair or replacement, with the exception of the provisions of the law.
5. The customer is also obliged to respect the environmental, health, hygiene and safety rules that are in force.
VII – Studies, Projects and Intellectual and Industrial Property Rights
All studies, drawings, projects and documents, of whatever nature, provided by Irmach to the Client, are the property of Irmach, being the holder of all intellectual property rights and that exist on them, and the Client may not reveal them to third parties or use them for any other purpose, other than the one that Irmach assigned to them, without obtaining its prior written consent, and such studies, drawings, projects and documents to be returned to Irmach , as soon as it requests it from the Client, in writing.
VIII – Credit
1. Credit supplies will only be made after the Customer has requested to open a current account and provided the necessary identification elements, as well as all the information requested for analysis and approval by the credit insurer and by the services of Irmach 's credit control .
2. The credit limit is the maximum amount that can reach the amount of supplies awaiting payment, including liability for letters or dated checks, which are considered settled only after effective payment. The assigned credit limit is communicated to the Customer.
3. If the Customer does not respect, individually or repeatedly, the terms and conditions of payment agreed, or has reached the defined credit limit, supplies will be automatically suspended, with the credit being immediately blocked in Irmach 's computer system .
4. The purchase and sale contracts cannot be considered functional or otherwise linked to the credit agreement, being independent from each other.
IX – Payments
1. All invoices must be paid, with the exception of the provisions of law, at the headquarters of Irmach .
2. If payment must be made in installments, the lack of timely payment of a single installment, by the Customer, determines the immediate maturity of the following installments, without prejudice to mandatory law that provides otherwise.
3. Non-payment of an invoice, in accordance with the contractually stipulated conditions, gives Irmach the right to immediately suspend any new supplies.
4. If the Customer is in arrears in fulfilling any installment, on the amount owed, and during the period in which it is in arrears, interest will be charged at the supplementary legal rate for commercial obligations, plus five percentage points.
5. For supplies with a value equal to or less than €100.00, payment must be made upon delivery of the products, regardless of whether the customer has credit or not.
6. In the event of non-payment of the price corresponding to the agreed conditions, the Customer will bear all judicial and extrajudicial expenses, namely, the fees of its legal representatives, related to the filing of the competent legal actions.
7. Under no circumstances may the Customer refuse to pay Irmach for the goods and services provided, or make any reduction or compensation, without prior written authorization from Irmach.
X - Insolvency of the Buyer
1. Whenever Irmach has justified reasons to believe that the Customer is experiencing financial difficulties, with the risk of insolvency, it may refuse delivery of the products and terminate the purchase and sale contract.
XI – Receipt of Material
1. Whatever its destination, the risk of deterioration or perishing is transferred to the Customer as soon as the goods leave Irmach 's premises , without prejudice to the provisions of the law on the Customer's rights during the period warranty. However, if the material remains at Irmach 's premises for the Customer's convenience, or because the latter is late in picking it up, the risk is transferred immediately.
2. Without prejudice to the Customer's rights during the warranty period, transport, packaging, insurance and customs costs, if any, as well as those relating to the shipment of materials, are the responsibility of the Customer.
3. The materials sold, even if shipped with postage paid, will be transported at the risk and expense of the Customer, who must exercise his rights, in the event of shortage, loss, damage or delay, against the carrier.
4. All goods and equipment must be checked by the Customer or the recipient indicated by him.
5. In case of lack, loss or damage to the material, its condition must be verified at the time of unloading, and the applicable reservations must be made immediately, on the waybill, against the signature of the carrier or its legal representative , under the terms of the applicable legislation.
6. Reservations must be confirmed, by the Customer, by registered letter to be sent to the carrier, within eight calendar days, counting from the date of receipt of the goods.
7. If the above formalities are not complied with, Irmach will not be liable for any damages.
8. Whenever the goods sold by Irmach are not delivered to the Customer at Irmach's warehouses, but elsewhere, the clauses of these General Conditions of Sale will be interpreted, for all purposes, as referring to Irmach 's warehouses .
XII - Cancellation and/or Return of Orders
1. Without prejudice to the provisions regarding defects in the products sold, if the Customer intends to cancel or return an order, he will always have to communicate this first and in writing to Irmach , who has the faculty to accept the respective cancellation or return.
2. If Irmach accepts the respective cancellation or return, it will communicate, in writing, to the Customer under which conditions such requests will be accepted, being able to debit up to 20% of the total of the order referring to administrative costs, as well as debiting other costs related to the cancellation or return of the order.
3. Irmach may deny the cancellation or return of the order, in certain situations, namely, when:
a) The material is manufactured exclusively for the Customer;
b) The material is not in stock and was purchased exclusively for the Customer;
c) The material was supplied more than 15 days ago;
d) The material has been used or shows signs of poor handling;
e) The material is in poor condition when received at Irmach 's facilities .
XIII – Duty of Information
The Client who exports, intends to export or resell to third parties the goods purchased from Irmach to the United States of America, Canada, Mexico or Russia must previously inform the latter of that resale/export purpose, so that Irmach can conform the sale of the goods with the conditions of its insurance policy and inform the Customer accordingly.
XIV – Communications Between the Parties
Written notifications sent by Irmach to the Customer will be sent to the address indicated in the order, and Irmach must be immediately informed of any changes. Written notices sent by the Customer to Irmach must be sent to the registered office of the latter. When registered, written communications from one party to another are presumed to have been received, unless there is evidence to the contrary, on the third day after dispatch, or on the first following business day, if that is not the case.
XV – Termination of the Contract
1. The purchase and sale agreement may be terminated by Irmach if the Client does not pay any of the installments of the price to which he is bound, without prejudice to mandatory law that provides otherwise.
2. In such a situation, the Customer is obliged to return the material supplied, within a period of eight calendar days, counting from the date on which Irmach informs him, in writing, of the decision to terminate the contract, as well as reimburse the Irmach for any transport costs and for any losses suffered by the material in question.
XVI – Jurisdiction and Applicable Law
1. The jurisdiction of the District of Porto will be competent to resolve any issues arising from these general conditions, with express waiver of any other, without prejudice to mandatory law that provides otherwise.
2. The law applicable to purchase and sale contracts entered into pursuant to these General Conditions of Sale is Portuguese law.
XVII - Protection of Personal Data
1. In the case of transmission of personal data by the Client to Irmach , or from Irmach to the Client, the Client guarantees to have complied with the applicable national legislation in terms of privacy and protection of personal data, as well as, compliance with the general data protection regulation (GDPR).
2. Irmach ensures compliance with the national legislation in force on the protection of personal data and Regulation 2016/679 of April 27, 2016. Personal data is preserved with appropriate technical/organizational safeguards and measures.
3. In compliance with the provisions of Law No. 67/98 of October 26 (Personal Data Protection Law), the holder may at any time exercise the right of access, rectification, cancellation of his data.
XVIII – Communication and Information
1. These General Sales Conditions are communicated to the Customer through their inclusion in the proposal, in the order confirmation or in the transport and sales documents (delivery note and invoice).
2. Any questions that the Customer wishes to have clarified about the terms of these General Sales Conditions should be addressed to Irmach by letter sent to its registered office, by email to the address geral@irmach.pt, by telephone to the number + 351 255 864 160.