General Terms and Conditions for Sales
PREAMBLE
1. These General Conditions shall apply upon acceptance of this
Proposal or the placing of a purchase order for Goods which shallgovern any agreement resulting from this proposal and any
subsequent or further agreements, except otherwise agreed by theparties. Any modifications of or deviations from them must beagreed in Writing.
DEFINITIONS
2. In these General Conditions the following terms shall havethe following meanings: “ Contract”: the agreement in Writing
between the parties concerning supply of the Product and all
appendices, including agreed amendments and additions inWriting to the said documents; “Gross Negligence”: an act or
mission implying either a failure to pay due regard to serious
consequences, which a conscientious contracting party would
normally foresee as likely to ensue, or a deliberate disregard of
the consequences of such an act or omission; “in Writing”:
communication by document signed by both parties or by letter,
fax, electronic mail and by such other means as are agreed by
the parties; “the Product”: the object(s) to be supplied under theContract, including software and documentation.
DRAWINGS AND TECHNICAL INFORMATION
3. All drawings and technical documents relating to the Product or
its manufacture submitted by one party to the other, prior orsubsequent to the formation of the Contract, shall remain theproperty of the submitting party.
Drawings, technical documents or other technical information
received by one party shall not, without the consent of the otherparty, be used for any other purpose than that for which they
were provided. They may not, without the consent of thesubmitting party, otherwise be used or copied, reproduced,transmitted or communicated to a third party.
4. The Supplier shall, not later than at the date of delivery, provide
free of charge information and drawings which are necessary topermit the Purchaser to install, commission, operate and maintainthe Product. The Supplier shall not be obliged to provide
manufacturing drawings for the Product or for spare parts.
DELIVERY PASSING OF RISK
5. Any agreed trade term shall be construed in accordance with theINCOTERMS® in force at the formation of the Contract.
If no trade term has been specifically agreed, the delivery shallbe Ex-Works (EXW) at the place named by the Supplier.
If, in the case of delivery Free Carrier, the Supplier, at the requestof the Purchaser, undertakes to send the Product to its destination,
the risk will pass not later than when the Product is handed overto the first carrier. Partial delivery shall be permitted, unlessotherwise agreed.
Unless otherwise specified in the Proposal, any installation andassembly services are not included.
TIME FOR DELIVERY
6. If a date of delivery is mentioned to in the Proposal or in any
agreement resulting there from, it is estimated only and notguaranteed. However, Seller will make any reasonable effort toadhere to such delivery date. If any technical date, specifications,instructions, goods, materials or payments must be provided toSeller in advance, any delay therein will cause the delivery datepostponed accordingly
7. If the Supplier anticipates that he will not be able to deliver theProduct at the time for delivery, he shall forthwith notify thePurchaser thereof in Writing, stating the reason and, if possible,
the time when delivery can be expected.

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which are attributable to the Purchaser, then the Purchaser may
by notice in Writing to the Supplier terminate the Contract to theextent that has not yet been performed and to the extent that theSupplier cannot be reasonably expected to let the, as yet
unperformed, part of the Contract stand.
10. If the Purchaser anticipates that he will be unable to accept deliveryof the Product at the time for delivery, he shall forthwith notify theSupplier in Writing thereof, stating the reason and, if possible,
the time when he will be able to accept delivery.
If the Purchaser fails to accept delivery at the time for delivery, heshall nevertheless pay any part of the purchase price whichbecomes due at the time for delivery, as if delivery had takenplace at the time for delivery. The Supplier shall arrange for storageof the Product at the risk and expense of the Purchaser. The
Supplier shall also, if the Purchaser so requires, insure theProduct at the Purchaser’s expense.
11. Purchaser must visually examine the packaging upon receipt. If
any damage is detected, it shall be written in the carrier's delivery
document and report it in writing to the Supplier, if possible, withphotographic record. Purchaser must also make physicalexamination of the Goods immediately upon delivery and shallstate any incompleteness or unsounding of the goods in writing
within five working days after reception. Failure to do so will resultin extinction of all rights in connection with incompleteness,unsounding or defects Purchaser may have found.
PAYMENT
12. Payment shall be due as set forth in the Proposal or as mutuallyagreed upon in Writing.
13. Whatever the means of payment used, payment shall not be
deemed to have been affected before the Supplier’s account has
been irrevocably credited for the amount due.
14. If the Purchaser fails to pay by the stipulated date, the Suppliershall be entitled to interest from the day on which payment wasdue and to compensation for recovery costs, including any
currency price losses suffered by the Soppier. The rate of interest
shall be as agreed between the parties or otherwise 8 percentage
points above the rate of the main refinancing facility of theEuropean Central Bank. The compensation for recovery costs
shall be 1 per cent of the amount for which interest for latepayment becomes due.
In case of late payment and in case the Purchaser fails to givean agreed security by the stipulated date the Supplier may,after having notified the Purchaser in Writing, suspend his
performance of the Contract until he receives payment or, whereappropriate, until the Purchaser gives the agreed security.
If the Purchaser has not paid the amount due within three months
the Supplier shall be entitled to terminate the Contract by notice In
Writing to the Purchaser and, in addition to the interest andcompensation for recovery costs according to this Clause, to claim
compensation for the loss he incurs. Such compensation shallnot exceed the agreed purchase price.
RETENTION OF TITLE
15. The Product shall remain the property of the Supplier until paid forin full to the extent that such retention of title is valid under therelevant law.
The Purchaser shall at the request of the Supplier assist him in
taking any measures necessary to protect the Supplier’s title tothe Product.
The retention of title shall not affect the passing of risk under
Clause 8.

8. If delay in delivery is caused by any of the circumstances
mentioned in Clause 34, by an act or omission on the part of thePurchaser, including suspension under Clauses 17 and 34, or any
other circumstances attributable to the Purchaser, the Suppliershall be entitled to extend the time for delivery by a period which
is necessary having regard to all the circumstances of the case.
This provision shall apply regardless of whether the reason for thedelay occurs before or after the agreed time for delivery.

LIABILITY FOR DEFECTS
16. Pursuant to the provisions of Clauses 20-32, the Supplier shallremedy any defect or nonconformity ( hereinafter termeddefects(s)) resulting from faulty design, materials or workmanship.

9. If the Supplier still fails to delivery within a reasonable amount oftime which shall be at least within 10 working days after theexpected date of delivery and this is not due to any circumstances

18. The Supplier shall only be liable for defects which appear under
the conditions of operation provided for in the Contract and underproper use of the Product.

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17. The Supplier shall not be liable for defects arising out ofmaterials provided or a design stipulated or specified by thePurchaser.

1General Terms and Conditions for Sales
19. The Supplier shall not be liable for defects caused bycircumstances, which arise after the risk has passed to thePurchaser, e.g. defects due to faulty maintenance, incorrect
installation or faulty repair by the Purchaser or to alterations carriedout without the Supplier’s consent in Writing. The Supplier shallneither be liable for normal wear and tear, deterioration or
corrosion of wetted parts.
20. The Supplier’s liability shall be limited to defects which appear
within a period of twelve months from Product start-up but notlater than eighteen months from the delivery.
21. When a defect in a part of the Product has been remedied, theSupplier shall be liable for defects in the repaired or replaced part
under the same terms and conditions as those applicable to theoriginal Product for a period of one year.
22. The Purchaser shall without undue delay notify the Supplier in
Writing of any defect which appears. Such notice shall under nocircumstances be given after the expiry of the period given in
Clause 23 or the extended period(s) under Clause 24, whereapplicable.
The notice shall contain a description of the defect.
If the Purchaser fails to notify the Supplier in Writing of a defectwithin the time limits set forth in the first paragraph of this Clause,
he shall lose his right to have the defect remedied.
Where the defect is such that it may cause damage, thePurchaser shall immediately inform the Supplier in Writing. ThePurchaser shall bear the risk of damage to the Product resulting
from his failure so to notify. The Purchaser shall take reasonablemeasures to minimize damage and shall in that respect complywith instructions of the Supplier.
23. On receipt of the notice under Clause 25 the Supplier shall at
his own cost remedy the defect without undue delay, as stipulated
in Clauses 20-32. The time for remedial work shall be chosen inorder not to interfere unnecessarily with the Purchaser’s activities.
Repair shall be carried out at the place where the Product islocated unless the Supplier deems it more appropriate that theProduct is sent to him or a destination specified by him.
If the defect can be remedied by replacement or repair of adefective part and if dismantling and re-installation of the part donot require special knowledge, the Supplier may demand that thedefective part is sent to him or a destination specified by him. Insuch case the Supplier shall have fulfilled his obligations in
respect of the defect when he delivers a duly repaired part or apart in replacement to the Purchaser. Supplier shall not bear any
cost unless Purchaser is instructed to do so in Writing.

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guilty of Gross Negligence.
ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE
PRODUCT30. The Supplier shall not be liable for any damage to property causedby the Product after it has been delivered and whilst it is in thepossession of the Purchaser. Nor shall the Supplier be liable for any
damage to products manufactured by the Purchaser or to productsof which the Purchaser’s products form a part.
If the Supplier incurs liability towards any third party for suchdamage to property as described in the preceding paragraph, thePurchaser shall indemnify, defend and hold the Supplierharmless.
FORCE MAJEURE
31. Either party shall be entitled to suspend performance of his
obligations under the Contract to the extent that such performanceis impeded or made unreasonably onerous by Force Majeure,meaning any of the following circumstances: industrial disputes
and any other circumstance beyond the control of the parties
such as fire, war, extensive military mobilization, insurrection,requisition, seizure, embargo, restrictions in the use of power,
currency and export restrictions, epidemics, natural disasters,
extreme natural events, terrorist acts and defects or delays indeliveries by sub-contractors caused by any such circumstancereferred to in this Clause.
A circumstance referred to in this Clause whether occurring prior toor after the formation of the Contract shall give a right tosuspension only if its effect on the performance of the Contract
could not be foreseen at the time of the formation of the Contract.
32. The party claiming to be affected by Force Majeure shall notify
the other party in Writing without delay on the intervention and on
the cessation of such circumstance. If a party fails to give such
notice, the other party shall be entitled to compensation for any
additional costs which he incurs and which he could haveavoided had he received such notice.
If Force Majeure prevents the Purchaser from fulfilling hisobligations, he shall compensate the Supplier for expenses
incurred in securing and protecting the Product.
33. Regardless of what might otherwise follow from these General
Conditions, either party shall be entitled to terminate the Contract
by notice in Writing to the other party if performance of theContract is suspended under Clause 34 for more than six months.

24. The Purchaser shall at his own expense provide access to theProduct and arrange for any intervention in equipment other thanthe Product, to the extent that this is necessary to remedy thedefect.

ANTICIPATED NON-PERFORMANCE
34. Notwithstanding
otherprovisions
intheseGeneralConditions regarding suspension, each party shall be entitled tosuspend the performance of his obligations under the Contract,
where it is clear from the circumstances that the other party is
not going to perform his obligations. A party suspending hisperformance of the Contract shall forthwith notify the other party
thereof in Writing.

25. Unless otherwise agreed, necessary transport of the Product orparts thereof to and from the Supplier in connection with theremedying of defects for which the Supplier is liable shall be at therisk and expense of the Supplier. The Purchaser shall follow theSupplier’s instructions regarding such transport.

CONSEQUENTIAL LOSSES
35. Save as otherwise stated in these General Conditions there shallbe no liability for either party towards the other party for loss ofproduction, loss of profit, loss of use, loss of contracts or for any
other consequential or indirect loss whatsoever.

26. Unless otherwise agreed, the Purchaser shall bear any
additional costs which the Supplier incurs for remedying the defectcaused by the Product being located in a place other than thedestination stated at the formation of the Contract for the Supplier’s
delivery to the Purchaser or – if no destination has been stated –the place of delivery.

DISPUTES AND APPLICABLE LAW
36. All disputes arising out of or in connection with the Contract shall befinally settled under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed inaccordance with the said Rules.

27. Defective parts which have been replaced shall be madeavailable to the Supplier and shall be his property.

37. The Contract shall be governed by the substantive laws ofPortugal.

28. If the Purchaser has given such notice as mentioned in Clause
25 and no defect is found for which the Supplier is liable, theSupplier shall be entitled to compensation for the costs he incurs
because of the notice.
29. Save as stipulated in Clauses 19-31, the Supplier shall not be liablefor defects. This applies to any loss the defect may cause including
loss of production, loss of profit and other indirect loss. This
limitation of the Supplier’s liability shall not apply if he has been
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