Privacy policy

General provisions

I. Applicability
1. The general terms of sale (“GTS”) below apply exclusively, so that are not accepted by any customer`s terms that conflict with or diverge from these GTS.
2. GTS applies for the complete future business relationship with all customers and replace any contrary or earlier.
3. Individual agreements reached with customers from case to case, have priority over these GTS, but such agreements must be set forth in a written contract or in written confirmation, from E.M..

II. Conclusion of contract
1. Offers of goods made by E.M are subject to confirmation and non-binding and the ordering of goods by customers is deemed a binding offer of contract.
2. Acceptance of goods offer, may be declared, either by acknowledgement of the order (orally or written), or by delivery of the goods to the customer.
3. The contracts of purchases and sales of merchandise, are only binding upon signature or otherwise by the unambiguous expression of the will of the contracting parties, in the manner there recorded.

III. Terms of payment
1. The prices of the merchandise are calculated as either "ex work, FOB, CFR or CIF".
2. In the event of default of total or partial payment, due to financial collapse of the customer E.M. is entitled to rescind the contract without notice.
3. Lack of payment as per contract conditions, customer is subject to pay all losses, including interests occurred.

IV. Guarantees
1. E.M. is entitled to require the buyer the issue of appropriate legal guarantees of credit covering the value of current and future supplies to claim the issuance of collateral of normal type and scope for receivables, even if they are conditional and limited.

V. Retention of title
1. E.M. retains title to the delivered goods, until unconditional and full settlement of the agreed price.
2. In the event of breach of contract by the customer, especially default of payment of the price, E.M. is entitled to take back the goods subject to retention of title in the same condition they were provided.
3. Taking back of the goods by E.M. does not imply any rescission of contract, save declared in writing.
4. Processing or transformation of the goods subject to retention of title, by the customer, is always done for E.M., without imposing any obligations.
5. If the goods are processed together with other merchandise not belonging to E.M. it acquires co-title to the new products or objects in the ratio of the value of the goods subject to retention of title.
6. Customer also assigns to E.M., the claims arising in its favor vis-à-vis a third party, from the combination or integration of the goods subject to retention of title, with or into a new product or merchandise, as collateral.

I. Delivery periods, delivery dates
1. Dates or periods for delivery of goods and services are only binding after written confirmation by E.M.
2. If the customer does not fulfill its contractual duties, e.g. opening of a letter of credit, presentation of local or foreign certificates, rendering of advance payment or the goods, on time, E.M. is entitled to defer the delivery periods and dates.
3. E.M. shall not be responsible for delays in deliveries and services due to force majeure and due to events that significantly complicate delivery or render same impossible – this includes particularly labor industrial disputes, official orders, transport delays, machine breakage and other circumstances for which neither party is responsible.
4. These circumstances entitle E.M. at its free discretion to defer the delivery or service for the duration of the impediment plus a reasonable start-up time thereafter or to resolve the contract in whole or in part regarding the part not yet fulfilled.
5. If the delivery periods are not kept, the customer is only entitled to reject acceptance of the delivery/service, after expiry of the deadline; the right to fulfillment is precluded after fruitless expiry of the deadline.
6. The customer must send a written reminder when default of delivery begins.
7. E.M. is entitled at all times to partial delivery of products, work and services in a reasonable scope.

II. Dimensions, weights, quality
1. Deviations in dimensions, weights and quality are permissible according to DIN or standard practice, unless E.M gives evidence, duly conformed, of the merchandise having been weighted, having the buyer the possibility of such control, at the delivery.
2. The weights are determined on the calibrated scales of E.M. or authorized third parties and are decisive for invoicing. If individual weighting is not normal practice, the respective total weight of the shipment shall apply.

III. Dispatch, packaging and passage of risk
1. Deviations in dimensions, weights and quality are permissible according to DIN or standard practice, unless E.M gives evidence, duly conformed, of the merchandise having been weighted, having the buyer the possibility of such control, at the delivery.
2. The weights are determined on the calibrated scales of E.M. or authorized third parties and are decisive for invoicing. If individual weighting is not normal practice, the respective total weight of the shipment shall apply.

IV. Claims for defects
1. The goods are considered and defined according to the contract, if they at the time of the passing of risk, do not deviate from the agreed specification.
2. The contractual conformity and faultlessness of the goods is determined exclusively by the explicit agreements on quality and quantity of the ordered goods. E.M. is not liable for deterioration or loss or improper treatment of the goods after the passage of risk.
3. If the delivery or service is defective, E.M. is entitled at its free discretion to eliminate the defects or to affect a replacement delivery. The customer only has a right to claims for defects, upon notification, in writing, of a defect within 5 workdays, after the date of delivery at the warehouse.
4. Defects that cannot be detected immediately after the delivery, in spite of careful inspection, are to be reported to E.M. immediately 24 hours after they are discovered.
5. In the event of a claim, the customer must grant E.M. the opportunity to inspect the goods concerned without delay.
6. In the case of unjustified claims E.M. may charge the customer the freight and handling costs as well as the inspection costs.
7. The limitation period in the case of defective delivery ends – after expiry of 10 workable days from delivery at customer's warehouse.
8. If there is a complaint that requires the displacement of an employee of E.M for the monitoring and evaluation of the same material, cost will be supported by E.M if only if it is determined that the material does not conform to the offer. Otherwise all the costs will be paid by the buyer.

1. If not regulated otherwise in these terms, E.M. is liable without restriction:
 a) For every intentional or grossly negligent cause of damage;
 b) For intentional or negligent harm to life, body or health; and
 c) For claims under the product liability law or if E.M. has maliciously concealed the defectiveness of the goods or gave an explicit guarantee of quality.
2. Apart from that, E.M. is only liable in cases of simple negligence for breach of contractual duties and restricted to the typically foreseeable loss.
3. Contractual duties in the sense of this clause are those, whose fulfillment is the basis for the proper execution of the contract and on whose fulfillment the other party relies and may relay.
4. The parties to the contract agree that the typically foreseeable loss is limited to a maximum of € 5,000.00 for pecuniary losses. If the complaint is above this amount E.M review the case to reach an agreement between the supplier, E.M and the client.
5. The aforesaid liability regulations also apply to the personal liability of employees, representatives and agents of E.M..

I. Secrecy
1. The customer is obligated to treat all commercial and technical information and knowledge that becomes known from the business relationship between E.M. and the customer as business secret and so confidential, including print 1918 or Annex VII, which cannot be used for any other private purposes.
2. The customer may only advertise the mutual business relationship after receiving the prior written consent of E.M..
3. The obligation of confidentiality may be breached, in breach of law to review the information imposed by the states parties, to which the parties are bound.

II. Applicable law/Language of contract
1. The Portuguese Law shall apply exclusively.
2. The UN Convention on Contracts for the International Sale of Goods is precluded.
3.Staying between the contracting parties that the contract will be written in Portuguese, can be translated into Mandarin or English, being certain that the Portuguese language and the law will apply to resolve any emerging issues or the interpretation or execution of the contract;
4. The parties to the litigation may subject them to arbitral Tribunal, based in Lisbon, according to the rules of the Arbitration Institute of the Bar, to be installed in that city, according to Portuguese law process and substantive.
5. This contract is written in Portuguese, English and Mandarin, so that the contracting parties are on an equal footing, as to the understanding of the regime and the obligations of the same emerging
6. In the event of litigation and the use of arbitral tribunal to resolve any conflicts, the parties undertake to translate all the forensic pieces, including this contract, the official language of the country where it is installed.
7. All questions concerning the interpretation or performance of this contract shall be resolved by arbitration using the Arbitration Center of OA of Lisbon. or to the Arbitration Centre of the International Chamber of Commerce of Paris, assuaging their national regulations and laws.

III. Place of jurisdiction

1. The exclusive place of jurisdiction is the registered seat of E.M..

IV. Severability clause
1. Should one or more provisions of these GTS be or become ineffective or unenforceable, this shall not affect the validity of the remainder of these GTS.
2. The parties undertake to replace ineffective or unenforceable provisions of these GTS immediately with effective provisions coming as close as possible to the commercial objective of the ineffective.

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