Supply Terms and Conditions
EUROPELTIER PRODUCT SUPPLY TERMS AND CONDITIONS - MBTE – EUROPELTIER THERMOTECNOLOGY, LDA.
1. Definitions and interpretation
1.1. In this Document, whenever starting with a capital letter, and except where the context clearly means otherwise, the following terms and expressions shall have the meanings given below:
(a) Document: means these terms and conditions and their amendments, within the scope of the supply of EUROPELTIER Products made by MBTE along to the Professional Client, according to the Proposal and Order.
(b) Professional Client: means the legal person or entity that, acting in its professional capacity, has entered into an agreement with MBTE for the supply of EUROPELTIER Products subject to these terms and conditions and Special Conditions, for the purpose of their application and integration into a production system;
(c) Special Conditions: means the conditions proposed by MBTE under a Proposal and which are reflected in the Confirmation Note;
(d) Order: means the act of confirming the contracting of the supply of EUROPELTIER Products made by the Professional Client, subject to a Confirmation Note to be issued by MBTE in accordance with this Document;
(e) Installation and Operating Manual: means the document containing the instructions for the operation of each of the EUROPELTIER Products ordered, provided in Portuguese and English;
(f) MBTE: means MBTE - Europeltier Thermotechnology, Lda., a company incorporated under Portuguese Law, with a nominal 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 with the competent Commercial Registry Office under the sole registration and corporate number 515492507;
(g) Confirmation Note: means the contractual confirmation issued by MBTE regarding the supply requested by the Professional Client and subject of the Order, by issuing a pro forma invoice.
(h) EUROPELTIER Products: means the set of products manufactured by MBTE and whose summary description will be included in the Installation and Operating Manual;
(i) Proposal: means the proposal for the supply of EUROPELTIER Products which contains Special Conditions and those contained in this Document.
1.2. The headings of the clauses present in this Document are included for convenience purposes and do not constitute support for its interpretation or integration.
1.3. The above expressions defined in their singular form may be used in their plural form and vice versa, with the corresponding change in their meaning.
1.4. If any provision of this Document is held to be null and void or in any way invalid, ineffective or unenforceable by a competent entity for such purpose, such nullity, invalidity, ineffectiveness or unenforceability shall not affect the validity of the remaining provisions of this Document, committing the parties to agree in good faith on a new provision that replaces the previous one and produces, as far as possible, the same effects.
2. Object
2.1. This Document is intended to regulate the supply relationship established between MBTE and its Professional Clients and applies generally to all supply agreements - at any stage - entered into or to be concluded with respect to EUROPELTIER Products, prevailing over any unwritten negotiations or commercial usages and customs
2.2. In this context, the contractual supply relationship is generally governed by this Document and the Special Conditions detailed in the Proposal and, ultimately, by the Confirmation Note.
2.3. Presentation documents of the EUROPELTIER Products (of corporate and/or advertising nature) are for information purposes, broadly presenting the characteristics of the EUROPELTIER Products.
2.4. The consulting services provided by MBTE are not governed by this Document unless it is substantiated in an Order and Confirmation Note
2.5. MBTE will not promote the sale or supply of EUROPELTIER Products to non-professional/consumer clients within the meaning established in Decree-Law no. 67/2013 of April 8th.
3. Proposal
3.1. Unless MBTE contacts directly with Professional Clients or provide thermal consulting services, the overall process of supplying EUROPELTIER Products begins with a quote request for supply initiated by a Professional Client before.
3.2. Within the maximum period of 10 (ten) days after receiving the quote request, MBTE will make its best efforts to submit a written Proposal, which shall tentatively contain the following essential elements:
(i) EUROPELTIER Products Designations;
(ii) Price and Terms of Payment;
(iii) Delivery Period;
(iv) Conditions of Carriage;
(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 applicable 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 amended 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. Following the issuance of the Proposal, MBTE may, at any time, revise the terms and conditions of the Proposal which will take effect as soon as it is transmitted in writing to the Professional Client, thereby substantiating an amendment to the Proposal.
4. Request Processing
4.1. During the duration period of the Proposal, the Professional Client may use any form of contact available to communicate the approval of the Proposal, granting MBTE the necessary data for the issuance of the respective contractual and accounting documentation (invoice).
4.2. Irrespectively of the form of contact adopted by the Professional Client to communicate the approval of the Proposal, the Proposal is considered approved and accepted only after written confirmation by MBTE, through the issuance of the Confirmation Note, which will tentatively occur within 5 (five) business days..
4.3. Following the approval of the Proposal, MBTE will use its best endeavours to, within the period set forth above, assess and decide, along with its suppliers and according with their stock, on the feasibility of the Proposal against the approved terms and conditions.
5. Order
5.1. MBTE shall, upon acceptance of the order and issuance of the Confirmation Note, promote the definitive and final description of the Order:
(i) Designation of the EUROPELTIER Products to be supplied;
(ii) Price and Payment Terms;
(iii) Delivery Period;
(iv) Conditions of Carriage;
(v) Notes;
(vi) Attachment of the Document.
5.2. Processing of the Confirmation Note will only commence upon (i) the Professional Client providing detailed information to MBTE required to proceed with the invoicing (company name, address, and tax ID) and (ii) payment of the full amount indicated in the pro forma invoice sent by MBTE to the Professional Client, made within fifteen (15) days after the issuance thereof, unless other terms and conditions are defined in the Proposal.
5.3. The Confirmation Note becomes effective with the cumulative verification of the requirements described in the previous paragraph unless other terms and conditions are defined in the Proposal.
6. Payment and Default
6.1. Payment terms and conditions will, generally, be those set out in the Confirmation Note. The price of EUROPELTIER Products will not include the packaging price, which will be individualized by MBTE and borne, as a rule, by the Professional Client.
6.2. Generally, payment for the supply will be made prior to the issuance of the Confirmation Note or within the time limit granted in it to become definitive.
6.3. If the payment terms is not the one defined in number 5.2., and any other term or mean of payment is defined in the Confirmation Note, non-payment by the Professional Client entails the application of commercial default interest rate, calculated in accordance with the applicable law.
6.4. Payment will only be accepted when made by cash payment at MBTE premises or by bank transfer to MBTE bank account and IBAN indicated by MBTE in the Confirmation Note.
7. Supply and Shipping
7.1. All EUROPELTIER Products are supplied in standard packaging, the cost of which will be stated in the Quote Document and the Confirmation Note and shall accrue to EUROPELTIER Products. EUROPELTIER Products will include a serial numbering label and tampering proof bolts with security paint, described in the Installation and Use Manual, in order to ensure the inviolability of the product.
7.2. The deliveries substantiated in the Confirmation Note may be partially sent out, unless expressly stated otherwise by the Professional Client or instructions contained in the Special Conditions.
7.3. All EUROPELTIER Products are deemed delivered to the Professional Client at MBTE's premises terminating its liability as they are made available to the Professional Client, the CTT or a transportation company hired by the Professional Client. MBTE may suggest, in its Proposal, a different scheme for the supply and transport of EUROPELTIER Products, transferring risk for this transport of EUROPELTIER Products to the Professional Client.
7.4. The risks of theft, loss or damage of EUROPELTIER Products are transferred to the Professional Client or shipping company upon delivery, unless differently defined in the Confirmation Note.
7.5. Terms and conditions of carriage will be defined in the Confirmation Note. If this does not occur, the transportation will be the sole responsibility of the Professional Client, being subject to the INCOTERMS 2010 EXW framework.
7.6. In light of the foregoing, and without prejudice to any other conditions negotiated in the Confirmation Note, it will be the sole responsibility of the Professional Client to bear any and all obligations related to transportation and the need to ensure the optimal safety and conservation conditions of the EUROPELTIER Products, import / export EUROPELTIER Products and applicable product insurances. Unless otherwise defined in the Proposal and the Confirmation Note, the risk on EUROPELTIER Products is transfer with delivery of the EUROPELTIER Products at MBTE's premises.
7.7. Delivery delays are not grounds for cancelling the order substantiated in the Confirmation Note, termination of the supply contract, refusal of EUROPELTIER Products, claim for damages or any other inherent damages arising thereof.
8. Delivery Period
8.1. The delivery period for EUROPELTIER Products will be defined in the Confirmation Note and may only be changed in case of force majeure or in case of stock rupture or any reasons beyond MBTE's responsibility or forecast.
8.2. If the delivery time of the EUROPELTIER Products is not set in the Confirmation Note, the general delivery period of 8 to 10 weeks from the date of effectiveness in the Confirmation Note will apply.
8.3. Delays in delivery shall not give rise to the application of compensation or penalties and may not constitute grounds for cancellation of the order, except in accordance with duly supported legal terms.
9. Liability for Defects and Complaints
9.1. The Professional Client undertakes to verify, at the moment when MBTE makes available the EUROPELTIER Products subject of the order, their state and specificities, including, but not limited to, serial numbering label and the inviolability painted bolt mentioned in paragraph 7.1. At this time, the Professional Client may refuse EUROPELTIER Products that do not meet the specifications contracted and subject of the EUROPELTIER Products and / or do not appear to be in perfect and new working condition.
9.2. Upon receiving the EUROPELTIER Products at the Professional Client’s premises, if these do not show the technical standards of operation and maintenance required for their installation and to achieve the intended effects described in the Proposal, the Client may, within a maximum of 5 days counted from the receiving of the order, notify MBTE of the non-conformity of the EUROPELTIER Products, returning them according to the return provision provided for in the following paragraph.
9.3. Returns of EUROPELTIER Products will only be allowed in cases of equipment defects indicated in the previous paragraph. When EUROPELTIER Products exhibit faults that effectively compromise their operation, and this is properly grounded in relevant technical report, the Professional Client may return the EUROPELTIER Products at MBTE's expense and only after prior inquiry.
10. Operating and Training
10.1. Together with each of the EUROPELTIER Products, MBTE will provide a Portuguese and English Installation and Operating Manual which will aim at ensuring the Professional Client’s knowledge of the EUROPELTIER Products’ operation and their prudent operation and maintenance, as well as how to install them on production lines.
10.2. The Professional Client is the sole responsible for the proper installation of the EUROPELTIER Products. The Professional Client is obliged to comply with all the manufacturers’ technical standards and specifications described in the Installation and Operating Manual, as well as to ensure an adequate access to the installed equipment, in case of any reparations contracted under Clause 11..
10.3. MBTE may, if this is individually contracted by the Professional Client and duly foreseen and budgeted for in the Proposal and Confirmation Note, directly or indirectly, ensure the execution of training sessions for the installation and uninstallation of the EUROPELTIER Products and, to that extent, in the development of maintenance actions for EUROPELTIER Products.
11. Warranty
11.1. MBTE warrants to replace or repair under this warranty the EUROPELTIER Products sold and / or any parts or components thereof, if within 24 months of the delivery of the EUROPELTIER Products provided for in Clause 8., it is identified by the Professional Client a defect or use problem not identified in the following paragraph, based on a technical report, which must then be subject to written complaint notified to MBTE by registered letter with acknowledgement of receipt or any equivalent means. In the event of any damage to the Professional Client's production line due to a defect or problem with the use of EUROPELTIER Products, MBTE will be liable for such damage if it is proven that it is directly resulting from EUROPELTIER Products with warranty under this Clause.
11.2. MBTE is not responsible, under the warranty, for the replacement or repair of the EUROPELTIER Product sold and / or any parts or components thereof if the defects in the equipment, its parts, or its operation, revealing a breach in the inviolability bolt, or result from:
(i) Action or omission attributable to the Professional Client;
(ii) Technical intervention on equipment performed without the consent of MBTE;
(iii) Wear or damage arising from the Professional Client's negligence, lack of or error in the maintenance and / or storage of the equipment, parts of it or others that come into contact with it and which may generate the type damage verified;
(iv) Faulty installation and / or non-compliance with the technical provisions of the EUROPELTIER Product Installation and Use Manual;
(v) Use of the EUROPELTIER Product for purposes other than those that promoted its development and marketing; those purposes being mentioned in the Proposal and in the Installation and Operating Manual.
11.3. The warranty only covers the repair of the EUROPELTIER Product and does not include the cost of disassembly, transport and installation of the part / component at the place of operation.
11.4. MBTE will be responsible, in the case of warranty claims for repair or replacement made by the Professional Client, to cover the cost of transporting the equipment to their premises upon prior confirmation. Upon reception of the goods, the MBTE technical team will inspect the condition of the equipment to determine whether or not the repair or replacement is covered by the warranty agreed upon in this Document, in the Special Conditions or in the Installation and Operating Manual. In the first case, being covered by the warranty, the Professional Client will be given notice of the complementary nature of this service and the equipment may be collected at MBTE's premises. Alternatively, the equipment may be shipped to another location, at the discretion of the Professional Client, as long as it is in accordance with what was set forth in Clause 7 regarding transportation and other obligations.
11.5. In case of inapplicability of the warranty, MBTE may, if requested by the Professional Client, promote the repair or modification of the EUROPELTIER Product, for which it will present a budget proposal in accordance with the existing pricing. The execution of any work will be conditioned to the fulfilment of the conditions defined in the budget and its acceptance, in writing, by the Professional Client. Regardless, to benefit from the warranty provided for in this Clause, EUROPELTIER Products must maintain the serial numbering label and safety paint in bolt referred to in paragraph 7.1. entirely inviolate.
11.6. Repairs, modifications or replacements of equipment or parts of the equipment do not in any way extend the previously agreed warranty period.
12. Intellectual Property
12.1. The Installation and Operating Manual and other content available on the website (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 their respective owners.
12.2. All MBTE partners allow MBTE to associate, use, or reproduce their distinctive trademarks on its site, giving it the necessary permission.
12.3. MBTE assumes no liability for the existence of intellectual or industrial property rights, patents or other rights regarding EUROPELTIER Products, as well as the misuse of third party intellectual property rights, and does not guarantee to be the holder of any kind of legally protected right 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 application of the Special Conditions and the terms and conditions contained in the Document, the former prevailing when conflicting.
13.2. This Document constitutes, together with the Special Conditions, the entire agreement between the Parties with respect to the contract for the supply of the EUROPELTIER Products, and therefore prevails and supersedes any other prior agreement between them.
14. Confidentiality
14.1. MBTE and the Professional Client undertake to maintain in full and complete confidentiality the terms and conditions contained in the documentation underlying the provision of EUROPELTIER Products, as well as related past or future negotiations.
14.2. The Professional Client undertakes not to disassemble any EUROPELTIER Products, in whole or in part, or practice any other conduct, or to promote the execution of actions that may, directly or indirectly, allow the application of any reverse engineering mechanism or practise.
15. Communications
15.1. Communications made under the contractual relationship must be made by registered letter with acknowledgement of receipt or email with acknowledgement of receipt, to the addresses in the Order and Confirmation Note.
15.2. Communications made by registered letter with acknowledgement of receipt are presumed to be received on the day of the subscription of the respective acknowledgement of receipt.
15.3. Communications by e-mail shall be deemed received on the date of the delivery receipt on the recipient's server.
16. Governing Law and Forum
16.1. This Document, and its commercial supply relationship, is governed by and will be construed in accordance with Portuguese Law.
16.2. Any dispute arising out of the interpretation, execution or validity of this Document and its related supply relationship is subject to the jurisdiction of the Lisbon District Court, with express waiver of any other.
TC_EN_EP – 2019OUT
MBTE - EUROPELTIER THERMOTECHNOLOGY, LDA