TERMS AND CONDITIONS FOR THE SUPPLY OF EUROPELTIER PRODUCTS
MBTE – EUROPELTIER THERMOTECHNOLOGY, LDA.
1. Definitions and Interpretation
1.1. In this Document, whenever initiated by a capital letter, and unless a different meaning clearly results from the context, the terms and expressions indicated below shall have the following meaning:
(a) Professional Client: means the legal person or entity that, in the course of its professional activity, entered into the contract for the supply of EUROPELTIER Products with MBTE. The said professional activity is subject to these terms and conditions and the Special Conditions, for the purposes of relating and integrating the products into a production system.
(b) Special Conditions: means the conditions proposed by MBTE in the scope of a Proposal and reflected in the Confirmation Note.
(c) Document: means these terms and conditions and their amendments in the context of the supply of EUROPELTIER Products, promoted by MBTE to the Professional Client, in accordance with the Proposal and Order.
(d) Order: means the act of confirming the contracting of the supply of EUROPELTIER Products made by the Professional Client, subject to the Confirmation Order to be issued by MBTE under the terms of this Document.
(e) Technical Information of the Professional Client: means all technical information made available in writing by the Professional Client to MBTE, which must be used for the technical development and manufacture of EUROPELTIER Products. Such information is the sole responsibility of the Professional Client.
(f) Installation and Usage Manual: means the document containing the operating instructions pertaining to each of the EUROPELTIER Products subject to Order, provided in Portuguese and English;
(g) MBTE: means MBTE – Europeltier Thermotechnology, Lda., a commercial company incorporated under Portuguese Law, with a share capital of €500 (five hundred euros), with its registered office in Vendas Novas, Avenida 25 de Abril s/n, 7080-134 Vendas Novas and registered at the competent Commercial Registry under the unique registration number and corporate person number PT515492507;
(h) Confirmation Note: means the contractual confirmation issued by MBTE regarding the supply requested by the Professional Client and subject to the Order, through the issuance of a pro forma invoice.
(i) EUROPELTIER Products: means the set of products manufactured by MBTE and whose summary description will be included in the Installation and Usage Manual;
(j) Proposal: means the proposal for the supply of EUROPELTIER Products which contains Special Conditions and those set forth in this Document.
1.2. The expressions defined above in the singular may be used in the plural, and vice versa, with the corresponding change in the respective meaning.
1.3. If any provision of this Document is held to be null or otherwise invalid, ineffective or unenforceable, by a competent authority for that purpose, such nullity, invalidity, ineffectiveness or unenforceability shall not affect the validity of the remaining provisions of the Document, and the parties commit to agree, in good faith, to a provision that replaces that and which, as far as possible, produces the same effects.
2. Purpose
2.1. This Document aims to regulate the supply relationship established between MBTE and its Professional Clients and applies, in general terms, to all supply contracts – at any stage – entered into or to be entered into regarding EUROPELTIER Products, prevailing over any unwritten negotiations or commercial customs and practices.
2.2. In this context, the contractual relationship for supply is generally regulated by this Document and by the Special Conditions detailed in the Proposal and, ultimately, by the Confirmation Order.
2.3. Presentation documents (of a corporate and/or advertising nature) of the EUROPELTIER Products have an informative character, generally presenting the characteristics of the EUROPELTIER Products.
2.4. Consulting services provided by MBTE are not regulated by this Document unless they consist of an Order and Confirmation Order.
2.5. MBTE will not promote the sale or supply of EUROPELTIER Products to non-professional/consumer clients, as defined in Decree-Law No. 67/2013 of April 8.
3. Proposal
3.1. Unless contacts are made directly by MBTE with Professional Clients or thermal consulting services are provided, the overall process of supplying EUROPELTIER Products begins with a quotation request initiated by a Professional Client to MBTE.
3.2. Once the Technical Information of the Professional Client is provided, within a maximum period of 10 (ten) days after receipt of the quotation request, MBTE will make its best efforts to present a written Proposal, which should tentatively contain the following essential elements:
(i) Designation of the EUROPELTIER Products;
(ii) Price and Payment Conditions;
(iii) Delivery Time;
(iv) Transport Conditions;
(v) Notes;
(vi) Reference to the Document, to be made available at www.europeltier.com.
3.3. The Price included in the Proposal is net of any taxes or fees, which will be applied in accordance with the law.
3.4. In the absence of any of the above elements, the Proposal will remain valid and may be subject to addition at any time, upon request by the Professional Client.
3.5. The Proposal will be valid for a period of no less than 30 (thirty) days.
3.6. After the issuance of the Proposal, MBTE may, at any time, revise the terms and conditions of the Proposal, which will take effect from the moment they are communicated in writing to the Professional Client, thus constituting an addition to the Proposal.
4. Order Processing
4.1. During the validity period of the Proposal, the Professional Client may use any of the means of contact available to present the technical information necessary for the development and manufacture of the EUROPELTIER Products and to promote the approval of the Proposal, providing MBTE with all other necessary data for the issuance of the respective contractual and accounting documentation (invoice).
4.2. The Professional Client will be fully responsible for the technical information provided, and such information must be written, accurate, and detailed as necessary for the development of the project, production, and manufacturing of the equipment. MBTE will be free from any responsibility arising from any misunderstandings, omissions, misinterpretations, or inaccuracies of any kind present in the information, data, and technical specifications provided by the Professional Client.
4.3. Regardless of how the Professional Client contacts regarding the approval of the Proposal, the Proposal is only considered approved and accepted after confirmation, in writing, by MBTE, through the issuance of the acceptance of the order which will occur, tentatively, within a maximum period of 5 (five) working days, through the issuance of the Confirmation Note.
4.4. After approval of the proposal, MBTE will make its best efforts to evaluate and decide, within the above-mentioned timeframe, the feasibility of the Proposal in accordance with the terms and conditions subject to approval, in conjunction with its suppliers and in accordance with its stocks.
5. Order
5.1. MBTE must, upon acceptance of the order and issuance of the Confirmation Note, promote to the definitive and final description of the Order:
(i) Designation of the EUROPELTIER Products to be supplied;
(ii) Price and Payment Conditions;
(iii) Delivery Time;
(iv) Transport Conditions;
(v) Notes;
(vi) Attachment of the Document.
5.2. The processing of the Confirmation Note will only begin after: (i) the concession of the Client's technical information with all the necessary technical data, in writing, accurate, and detailed as necessary for the development of the project, production, and manufacture of the EUROPELTIER Products; (ii) the provision of the necessary data for billing (business name, address, and tax identification number); and (iii) payment of the total amount indicated in the pro forma invoice sent by MBTE to the Professional Client, with payment to be made within 15 (fifteen) days following the issuance of the pro forma invoice unless other terms and conditions are defined in the Proposal.
5.3. The Confirmation Note becomes effective upon the cumulative verification of the requirements described in the previous item unless other terms and conditions are defined in the Proposal.
6. Payment and Late Payment
6.1. The payment terms and conditions will, as a rule, be those defined in the Confirmation Note. The price of the EUROPELTIER Products will not include packaging costs, which will be specified by MBTE and borne, as a rule, by the Professional Client.
6.2. As a rule, payment for the supply will be made prior to the issuance of the Confirmation Note or within the period granted for it to become final.
6.3. If the payment term is not as defined in item 5.2, and if any other term or payment method is defined in the Confirmation Note, non-payment by the Professional Client entails the application of commercial late payment interest, calculated in accordance with legal terms.
6.4. Only payments made through cash at MBTE's premises or through bank transfer to MBTE's bank account and IBAN indicated in the Confirmation Note will be accepted as payment methods.
7. Supply and Transport
7.1. All EUROPELTIER Products are supplied in standard packaging, the cost of which will be indicated in the Quotation Document and in the Confirmation Note, adding to the price of the EUROPELTIER Products. EUROPELTIER Products will display a serial number label and a security and tamper-proof ink applied to one or more screws, as described in the Installation and Usage Manual, to ensure the inviolability of the product.
7.2. Deliveries of the Confirmation Note may be made partially, unless expressly indicated otherwise by the Professional Client or instructions contained in the Special Conditions.
7.3. All EUROPELTIER Products are considered delivered to the Professional Client when delivered at MBTE's premises, or at CTT, or to the transport company contracted by the Professional Client, thereby ceasing MBTE's responsibility. MBTE may propose, in the Proposal, a different supply and transport procedure for EUROPELTIER Products, transferring the responsibility and risk for the transport of EUROPELTIER Products to the Professional Client.
7.4. The risks of theft, loss, or damage to the EUROPELTIER Products transfer to the Professional Client or transport company at the moment of delivery, unless otherwise defined in the Confirmation Note.
7.5. The terms and conditions of transport will be defined in the Confirmation Note. If this does not occur, transport will be the sole responsibility of the Professional Client, being subject to the INCOTERMS 2010 EXW regime.
7.6. In light of the above, and without prejudice to other conditions negotiated in the Confirmation Note, it will be the sole responsibility of the Professional Client all obligations related to transport and the need to ensure the ideal conditions of safety and conservation for EUROPETLIER Products, import/export of EUROPELTIER Products, and applicable cargo insurance. Unless otherwise defined in the Proposal and Confirmation Note, the risk of the EUROPELTIER Products is transferred upon delivery of the EUROPELTIER Products at MBTE's premises.
7.7. Delays in delivery do not constitute grounds for cancellation of the order subject to the Confirmation Note, resolution of the present supply, do not constitute grounds for refusal of EUROPELTIER Products, claims for damages, or any other inherent losses.
8. Delivery Time
8.1. The delivery time for EUROPELTIER Products will be defined in the Confirmation Note and may only be altered in cases of force majeure or in the event of stock shortages or reasons outside the responsibility or foresight of MBTE.
8.2. If the delivery time for EUROPELTIER Products is not defined in the Confirmation Note, the general supply time of between 8 to 10 weeks will apply from the date indicated in the Confirmation Note.
8.3. Delays in delivery will not give rise to compensation or penalties and cannot constitute grounds for order cancellation, except under duly proven legal terms.
9. Responsibility for Defects and Claims
9.1. The Professional Client undertakes to verify, at the moment when the EUROPELTIER Products subject to the order are made available by MBTE, the condition and specifics of these products including, without limitation, serial number label and security and tamper-proof ink on the screw referred to in 7.1. At that moment, the Professional Client may refuse EUROPELTIER Products that do not meet the contracted specifications and object of the EUROPELTIER Products and/or appear not to be in the condition of a new product in perfect working condition.
9.2. After receiving the EUROPELTIER Products at the Professional Client's premises, if they do not meet the necessary technical standards of functioning and conservation required for their installation and to achieve the intended effects described in the Proposal, the Client may, within a maximum period of 5 days from receipt of the order, notify MBTE of the non-compliance of the EUROPELTIER Products, returning them according to the return rules set forth in the next item.
9.3. Returns of EUROPELTIER Products will only be allowed in cases of equipment defects indicated in the previous item. When EUROPELTIER Products present defects that effectively compromise their functioning, and this is duly substantiated in a relevant technical opinion, the Professional Client may return the EUROPELTIER Products at MBTE's expense and only after prior consultation.
9.4. MBTE shall not be responsible for material or bodily damage and any consequential losses caused to the Professional Client and/or third parties by acts or omissions that are not directly attributable to MBTE, including those stemming from the Technical Information of the Professional Client or resulting from actions listed in clause 12.1. MBTE's liability, under this contract, shall be limited to proven damages resulting from wrongful or negligent action or omission by MBTE.
10. Use and Training
10.1. Together with each of the EUROPELTIER Products, MBTE will provide an Installation and Usage Manual in Portuguese and English, which aims to ensure the Professional Client's knowledge regarding the operation of the EUROPELTIER Products, their safe and prudent use, maintenance, as well as the correct installation method to be followed for these products.
10.2. The Professional Client is solely responsible for the proper installation of the EUROPELTIER Products, committing to respect all technical standards and specifications of the manufacturers described in the Installation and Usage Manual, as well as to ensure good accessibility to the installed equipment, in case of any contracted repairs according to Clause 11.
10.3. MBTE may, if this is subject to autonomous contracting by the Professional Client and duly foreseen and budgeted in the Proposal and Confirmation Note, ensure directly or indirectly the execution of training sessions aimed at the installation and deinstallation of the EUROPELTIER Products and, to that extent, at the development of maintenance actions for the EUROPELTIER Products.
11. Warranty
11.1. MBTE guarantees to replace or repair, under this warranty, the EUROPELTIER Products sold and/or any parts or components of the products, if, within a period of 24 months from the delivery of the EUROPELTIER Products provided in Clause 8, a defect or usability problem not identified in the following number is identified by the Professional Client, which must be subject to written complaint notified to MBTE by registered letter with acknowledgment of receipt or equivalent means. Should any damage occur on the Professional Client's production line caused by a defect or usability problem of EUROPELTIER Products, MBTE shall be responsible for such damages if proven and directly resulting from EUROPELTIER Products under an active warranty according to this Clause.
11.2. MBTE shall not be responsible for the replacement or repair, under warranty, of the EUROPELTIER Product sold and/or any parts or components of the product, if the defects observed in the equipment, in its parts, or in its operation demonstrate violation of the tamper-proof screw or result from:
(i) Action or omission attributable to the Professional Client;
(ii) Technical intervention on the equipment carried out without MBTE's consent;
(iii) Wear or damage due to negligence, lack, or error in maintenance and/or storage or safekeeping, by the Professional Client, of the equipment, its parts, or other elements that come into contact with it and that may generate the type of damage observed;
(iv) Defective installation and/or non-compliance with the technical provisions of the Installation and Usage Manual of the EUROPELTIER Product;
(v) Use of the EUROPELTIER Product for purposes other than those that promoted its development and marketing in the market, purposes mentioned in the Proposal and in the Installation and Usage Manual.
11.3. The warranty only covers the repair of the EUROPELTIER Product under warranty, not including the costs related to disassembly, transport, and installation of the part/component at the place of operation.
11.4. MBTE will be responsible, in cases of requests for repair or replacement under warranty made by the Professional Client, for covering the costs of transporting the equipment to its facilities upon prior confirmation. After receipt of the goods, MBTE's technical team will inspect the state of the equipment to determine whether the repair or replacement is covered or not by the warranty agreed under this Document, the Special Conditions or the Installation and Usage Manual. In the first case, if the defect is covered by the warranty, the Professional Client will be notified of the free service and the equipment may be picked up at MBTE's premises. Alternatively, the equipment may be sent to another location, chosen by the Professional Client, provided that the respective transport and other obligations defined in Clause 7 are ensured.
11.5. In the event that the warranty is inapplicable, MBTE may, if requested by the Professional Client, promote the repair or modification of the EUROPELTIER Product, for which it will present a budget according to the current price list. The execution of any work will be conditioned to the fulfillment of the conditions defined in the budget and acceptance thereof, in writing, by the Professional Client. In any case, for the Professional Client to benefit from the warranty provided in this Clause, the EUROPELTIER Products must maintain the serial number label and a security ink on the screw referred to in 7.1. fully inviolated.
11.6. Repairs, modifications, or replacements of equipment or their parts do not in any way imply an extension of the previously agreed warranty period.
12. Intellectual Property
12.1. The Installation and Usage Manual and other content available on the site (texts, images, graphic design, and other information) are the property of MBTE or, when belonging to third parties, their association, use or reproduction has been duly authorized by the respective owners.
12.2. All MBTE partners allow the association, use or reproduction of their distinctive trade signs on their site, reserving the necessary authorization.
12.3. MBTE does not assume any responsibility regarding the existence of intellectual, industrial property, patents, or other rights concerning the EUROPELTIER Products and, similarly, concerning the improper use of intellectual property rights of third parties, not guaranteeing being the holder of any legally protected rights over the mechanism or functionality of the marketed equipment.
13. Miscellaneous Provisions
13.1. The contractual relationship between MBTE and the Professional Client is subject to the Special Conditions and the terms and conditions set forth in the Document, with the former prevailing when conflicting.
13.2. This Document constitutes, together with the Special Conditions, the entirety of the agreement verified between the Parties regarding the supply contract for the EUROPELTIER Products, thereby prevailing and expressly excluding any other agreement existing between them that is prior to this.
14. Confidentiality
14.1. MBTE and the Professional Client undertake to maintain absolute and total confidentiality regarding the terms and conditions contained in the documentation underlying the supply of EUROPELTIER Products, as well as past or future negotiations related to it.
14.2. The Client agrees not to undertake any type of disassembly of EUROPELTIER Products, in whole or in part, or any other conduct, with the intent to carry out actions that may, directly or indirectly, allow the implementation of any reverse engineering mechanisms.
15. Communications
15.1. Communications made under the contractual relationship must be made by registered letter with acknowledgment of receipt or email with proof of receipt, to the addresses specified in the Order and Confirmation Note.
15.2. Communications made by registered letter with acknowledgment of receipt are presumed to be received on the day of subscription of the respective acknowledgment of receipt.
15.3. Communications made via email are considered received on the date of delivery receipt on the recipient's server.
16. Applicable Law and Venue
16.1. This Document and the respective commercial supply relationship is governed by and will be interpreted according to Portuguese Law.
16.2. Any dispute arising from the interpretation, execution, or validity of this Document and the respective commercial supply relationship will be subject to the jurisdiction of the Lisbon District Court, with express waiver of any other.
TCEPPT2024AGO
MBTE - EUROPELTIER THERMOTECHNOLOGY, LDA
Revision: 08/20/2024
