PERMIT NO. 61774
1. Scope of application
a) These general conditions apply to all orders accepted by Pentaline® and imply their acceptance by the Customer.
b) Any general conditions other than those described herein are only valid when included in a written document signed by both parties.
2. Orders
a) The order defines the scope of the supply.
b) An order is deemed accepted by Pentaline® when the company notifies the Customer of such acceptance in writing via a legal representative.
c) Once accepted, any desire the Customer may have to change the order must be sent in writing. This change can be accepted and the price amended accordingly, or the order can be rejected.
3. Prices
a) VAT at legal rate in force at the time of sale or any other tax due to the State under the law is always added to the price agreed.
b) Unless stated otherwise, prices described by Pentaline® do not include fees or taxes in force at the time, namely VAT.
c) The price is ex works, i.e. includes charges only up to the facilities of Pentaline®.
4. Delivery time
a) Unless stated otherwise in writing by Pentaline®, supply times are merely indicative.
b) This way, not complying with supply times may not considered reason enough to cancel the order, terminate the contract, or receive a compensation.
c) Irrespective of the above, Pentaline® undertakes to make all efforts to comply with delivery times.
d) Delivery times are those included in the specific conditions of each contract.
e) Where orders are being processed and there are delays in the compliance of an obligation by the Customer, delivery time is suspended and resumed only when the situation is remedied, without prejudice to Pentaline®, which can convert this delay into default.
5. Reservation of ownership
a) All products sold by Pentaline® to the Customer are the property of Pentaline until full payment is made, even if the products were delivered to the Customer or transferred to third parties.
6. Warranties
a) Pentaline® provides a one-year warranty for all products manufactured by the company against all manufacture defects. The warranty period starts when the goods are delivered to the Customer.
b) Products sold by Pentaline® which are not manufactured by the company are warranted only by the manufacturer in question.
c) Defects must be reported by the Customer to Pentaline® in writing within twenty-four hours after having been detected.
d) The Customer is obliged to check the goods for visible defects when receiving them and communicate them to Pentaline® within the next twenty-four hours.
E) This warranty does not apply if the Customer makes any intervention to the equipment that is outside the regular use without written authorization of Pentaline®, such as repairs or repair attempts or any other change to the equipment.
Pentaline® – Equipamentos Industriais, Lda. Taxpayer Identification No.: 506 867 218
Zona Industrial de Lordelo/Codal – Avenida dos Pousados, nº 99 – 3730-666 Vale de Cambra – Portugal
E-mail: pentaline@pentaline.pt Tel: +351 256 388 800 Fax: +351 256 388 809 2/4
PERMIT NO. 61774
F) Likewise, this warranty does not apply to any repair or replacement that arises from normal wear, accidents or damages caused by negligent use, lack of care or surveillance, maintenance, misuse or any other use
outside the regular functioning conditions, which also includes getting final products that are different from those for which the equipment was conceived.
7. Assemblies
If the supply includes assembly at the Customer’s premises, then the following conditions apply:
a) Civil construction works; accesses to assembly sites; water and electricity supplies or any other supplies that are needed for the good execution of this assembly are the responsibility of the Customer.
b) The Customer is responsible for making sure that the sites where equipment will be installed are adequate for such installation.
c) Any delays or work interruptions after Pentaline® personnel has arrived to make the assembly at the Customer’s premises which are not attributed to Pentaline®, imply the billing of this
time and respective costs, according to the pricing in force at the date of such events, without prejudice to the extension of the inherent time.
d) The Customer is not authorized to use the personnel sent by Pentaline® to execute any jobs that are not part of the supply. Their use is subject to prior written consent of Pentaline®.
8. Studies and projects
a) Studies and projects delivered to the Customer that concern the equipment supplied by Pentaline® are still the intellectual and industrial property of Pentaline®.
b) Customers must inform Pentaline® of any possible violation to the company’s intellectual and industrial property rights in writing within a thirty-six hours after they become aware of such violation.
9. Confidentiality
a) The Customer undertakes to keep total and absolute secrecy about all commercial and technical information (namely, software, studies, drawings, projects, experiments, samples) concerning the supplies in question.
b) Pentaline® and the Customer will use the information received from each other or any third parties involved in the order only for the purpose of cooperating. They should keep all information confidential and cannot disclose such information to any third parties,
whether directly or indirectly, verbally, in writing or by any other mean, and they are forbidden from using, copying, reproducing, disassembling, decompiling or converting any software received in the scope of this agreement or any other type of code or for any other purpose; open or
dismantle packages, samples, or models received in the scope of this agreement, except when expressly authorized by whomever has given the information.
c) Pentaline®, the Customer and any other party which is legitimately involved in the order must take the maximum care and secrecy when dealing with information received in the scope of the order in question, keeping total and absolute confidentiality.
10. Technical support
a) Pentaline® will provide the Customer with the technical support needed for starting-up the equipment and may keep on providing support upon contract to enter into with the Customer.
B) During the warranty period and except for the Customer’s warranty rights, any technical support or service provision carried out by Pentaline must be paid by the Customer, as well as all replacement or repair materials.
Pentaline® – Equipamentos Industriais, Lda. Taxpayer Identification No.: 506 867 218
Zona Industrial de Lordelo/Codal – Avenida dos Pousados, nº 99 – 3730-666 Vale de Cambra – Portugal
E-mail: pentaline@pentaline.pt Tel: +351 256 388 800 Fax: +351 256 388 809 3/4
PERMIT NO. 61774
11. Payment
a) All invoices issued by Pentaline® must be paid via bank transfer or certified/bank check at the companies registered office.
b) Payments should be made within the periods set forth in the supply contract. Lack of payment of any parcel implies the suspension of works and supplies by Pentaline® and the payment of interest on arrears at the legal rate in force, without prejudice to Pentaline®, which can convert this delay into default with the respective legal consequences.
12. Reception of material
a) The reception of material or equipment supplied by Pentaline® must be made by the Customer upon written declaration, dated and signed by them.
b) Where something is missing or the material is visibly damaged, this must be noted on delivery and mentioned in the delivery slip, signed by the carrier or its representative.
c) For equipment supplied and assembled by Pentaline®, the company is only responsible for the assembly of the material supplied. The Customer bears and is responsible for all other elements required.
d) In this case, the good operation of the equipment is verified via a written document, dated and signed by the Customer.
13. Cancellation and return of orders
a) Cancellation of orders placed with Pentaline® without just cause require that the Customer compensates Pentaline® for the damage caused, including any lost profits.
14. Contract Termination
a) If the Customer does not comply with any of the obligations set forth by the contract, including full payment or the payment of any parcel, Pentaline® is entitled to terminate the contract, without prejudice to the other applicable civil liability
regulations.
b) Contract termination with just cause by Pentaline® requires that the Customer returns any and all materials delivered by the company within the next ten days, namely, but not limited to, equipment, projects, and
drawings. The Customer is also responsible for bearing the costs concerning the removal and transportation of such elements, or any decrease in the value of the materials in question.
15. Subcontractors
Notwithstanding the company’s liability before the Customer at all times, Pentaline® can hire third parties to execute contracts and include third-party goods in company supplies.
16. Communication between parties
a) Communications sent to the Customer by Pentaline® must be sent to the addresses described in the order, whether these are postal or electronic addresses, and they are deemed made when sent. The Customer is the sole responsible for any change
to those addresses.
b) Communications sent to Pentaline® by the Customer must be sent to the company’s registered office and via electronic mail. The latter will only be valid if sent to pentaline@pentaline.pt.
17. Communication and information
a) These general sale conditions are communicated to the Customer via the portal www.pentaline.pt on first access and by reference made in our offers.
b) Any issues that the Customer would like to see clarified about these general sale conditions must be sent by letter to the company’s registered office, or via e-mail.
Pentaline® – Equipamentos Industriais, Lda. Taxpayer Identification No.: 506 867 218
Zona Industrial de Lordelo/Codal – Avenida dos Pousados, nº 99 – 3730-666 Vale de Cambra – Portugal
E-mail: pentaline@pentaline.pt Tel: +351 256 388 800 Fax: +351 256 388 809 4/4
PERMIT NO. 61774
18. Applicable law and jurisdiction
a) Any issues arising from these general conditions will be settled by the relevant court of Vale de Cambra, expressly waiving any other.
b) The Portuguese law is the applicable law.
