General supply conditions

Clause 1 – Application scope

1.These General Conditions (GC) regulate the relationships between LEUK SOLUTIONS UNIP. LDA. and the CUSTOMER, being applied to all the orders, instructions and deliveries respecting goods, equipment’s, materials and services provided by LEUK SOLUTIONS UNIP. LDA. prevailing over any uses or agreements in a non-written form.

2.Addendums, exclusions or alterations to these GC, particular conditions (PC) and to the orders that originate the execution and delivery of goods, materials and services will only be valid if they have been fully accepted by LEUK SOLUTIONS UNIP. LDA. in written document even if in the form of mail exchange.

3.Catallogues, pamphlets or advertising material have a merely informative character, not possessing a contractual or binding nature.

Clause 2 – Orders and Particular Conditions

1.The orders of goods, equipment’s, materials and services provided by LEUK SOLUTIONS UNIP. LDA. will only be valid when transmitted in written form through purchase orders or signed and stamped budgets received at LEUK SOLUTIONS UNIP. LDA. through fax, mail or electronic mail with the reference/budget number correspondent to LEUK SOLUTIONS UNIP. LDA. with the indication of the price, validity and general supply conditions or particular conditions duly dated and subscribed.

2.By “particular conditions” or “orders” we understand the formalized agreements in the purchase order with the express acceptance of LEUK SOLUTIONS UNIP. LDA.

3.The relationships between LEUK SOLUTIONS UNIP. LDA. and the CUSTOMER will be exclusively governed by the particular conditions of each order and by the dispositions of these general conditions.

4.The cancellation of orders received by LEUK SOLUTIONS UNIP. LDA. will imply for the CUSTOMER the payment of all consequent expenses and losses as well as of lost profits, namely raw material already acquired for the execution of the equipment’s, hour payment for the preparation work already done or for the immobilization of the machines and other production means.

Clause 3 – Budgets

1.The budgets are valid for thirty days as of the date of their emission, being thus subject to revision after the reception and analysis of the files and other needed communications for the supply of goods, equipment’s, materials and services, the CUSTOMER being informed of any update on them.

2.The constant values of the budgets of LEUK SOLUTIONS UNIP. LDA. do not include the due rates and taxes currently in force.

Clause 4 – Materials and information’s

The CUSTOMER commits to provide in the established deadline, when sending the budget to LEUK SOLUTIONS UNIP. LDA. in its installations, through direct delivery or through electronic mail, all the needed elements for the good and correct execution of the order, namely all needed and destined elements to the production of the equipment’s and materials present in the order.

Clause 5 – Deadlines

1.The deadline for the execution of the order has its start after LEUK SOLUTIONS UNIP. LDA receives the purchase order or, if applicable, the instructions and other due information’s by the CUSTOMER that the latter has compromised to deliver depending on what will yet be agreed on.

2.The deadline will start from the date of the effectiveness of the order as is stipulated in the first article of this clause.

3.No indemnification shall be demanded to LEUK SOLUTIONS UNIP. LDA., by any eventual loss that is a result of an extension of the execution deadlines, by a non-compliance of the CUSTOMER with agreed obligations in what the provision of instructions is concerned, or by difficulties in using the provided elements.

Clause 6 – Price

1.The prices are fixated on the budget.

2.With grounds on the modification of circumstances that have made more onerous for itself the execution of the order, LEUK SOLUTIONS UNIP. LDA. is reserved the right to proceed to the revision of the price that, it not being accepted by the CUSTOMER, frees it from executing the order with any responsibilities being imputed to it.

Clause 7 – Payment conditions

1.The payment will be made within the deadline fixated in the invoice according to the terms and conditions established in the general or particular conditions.

2.Until other conditions are established, transactions with new customers will be carried out in the act through a bank transfer, in cash or by check issued by the CUSTOMER.

3.The payment of all the invoices will be made at the location of LEUK SOLUTIONS UNIP. LDA., in the city of Barcelos; at the establishment in the same county, or by bank transfer to any of the indicated IBAN.

4. To the prices it will be added the VAT calculated at the legal rate in full force at the moment.

5. The transfer of the property of the ordered goods will only be considered done after the effective and full payment of the price.

Clause 8 – Interest on Late Payment and Non-Compliance

1.In the case of a delay in a payment regarding the dates indicated in the invoice, the CUSTOMER is obliged to pay LEUK SOLUTIONS UNIP. LDA. interests on late payment calculated at the legal rate in full force, without loss of the right of LEUK SOLUTIONS UNIP LDA. to the immediate suspension of the supplies and to compensation for eventual damages that might have been caused by such non-compliance.

2.Without affecting the previously disposed, the lack of payment of the price by the CUSTOMER gives LEUK SOLUTIONS UNIP. LDA., in addition to the rights defined by law or particular condition, the right to immediately and without further warnings suspend any other supplies agreed on until the full liquidation of the overdue debt.

Clause 9 – Packaging, expedition, shipping and reception

1.It is of the competence of LEUK SOLUTIONS UNIP. LDA. whenever necessary, the packaging of the equipment’s mentioned in the order so that they are protected from the normal manoeuvring that takes place during shipping and so that they can be identified as LEUK SOLUTIONS UNIP. LDA.’s merchandise intended for the CUSTOMER.

2.All and any other packaging for the equipment’s mentioned in the order will have to be agreed with the Commercial Department of LEUK SOLUTIONS UNIP. LDA. and expenses incurred to special packaging conditions might be demanded to the CUSTOMER by the company.

3.The delivery deadlines provided by LEUK SOLUTIONS UNIP. LDA. are the resultant of Clause 5 of these general conditions, being that LEUK SOLUTIONS UNIP. LDA. cannot be held accountable for delivery delays attributable to third parties intervenient in the logistic flow.

4.The expedition is considered done from the hour when it is communicated to the CUSTOMER that the merchandise is ready for shipping or, in case contact is not possible, from the date of the Delivery Note referent to the merchandise.

5. If ten days after the communication referred above the merchandise is not received by the CUSTOMER, LEUK SOLUTIONS UNIP. LDA. will proceed to the emission of the respective invoice, reserving to itself the right to charge storage costs.

6. Unless agreed differently in written form, the shipping of the merchandise or equipment’s present in the purchase order is of the CUSTOMER’s responsibility even when asked to LEUK SOLUTIONS UNIP. LDA. for its providence, being in that case charged to the CUSTOMER.

7. At the CUSTOMER’s request, LEUK SOLUTIONS UNIP. LDA. may make an insurance for the shipping, the cost of which will be supported by the CUSTOMER.

8. The orders will always be accompanied by the respective shipping document with the clear and express indication of the nature and quantity of the shipping objects.

9. All goods and equipment’s shall be object of verification by the CUSTOMER or receiver indicated by him. For all legal and contractual effects, the verification of the goods and equipment’s provided will be considered as carried out under the terms presented by LEUK SOLUTIONS UNIP. LDA. if the CUSTOMER does not sign or return to LEUK SOLUTIONS UNIP. LDA. the respective declaration in a maximum of forty-eight hours as from the date of its delivery.

Clause 10 – Limited Warranty

1.THE LEUK SOLUTIONS UNIP. LDA. guarantees for two years all the products provided under the terms of their Limited Warranty, repairing, replacing or refunding the CUSTOMER at his exclusive choice every time there are defects that prevent or limit its use for the end they are destined.

2.For such, any verified reservation, complaint or deficiency must be communicated in writing to LEUK SOLUTIONS UNIP. LDA. within the warranty’s deadline, accompanied by the respective justification.

3.After an analysis of the complaint, and if it is deferred, LEUK SOLUTIONS UNIP. LDA. will proceed, at its free choice, to the repair and free replacement of the equipment’s that are object of complaint or even to the refund of the CUSTOMER.

4.It is hereby agreed that regardless of the kind of defect, its communication will not cause the resolution of the supply contract signed between the CUSTOMER and LEUK SOLUTIONS UNIP. LDA. the responsibility of LEUK SOLUTIONS UNIP. LDA. being thus limited to, once the complaint is accepted and at its free choice repair, replace the faulted goods or refund the CUSTOMER.

5. The Limited Warranty agreed by LEUK SOLUTIONS UNIP. LDA. ends every time the installation and mounting of the products is carried out by an installer that is not certified by LEUK SOLUTIONS UNIP. LDA.

6. The CUSTOMER has no right to retain the payment of invoices or to make non-conventional deductions for faulted goods or equipment.

7. The wholesale of the products provided by the CUSTOMER immediately ceases the Limited Warranty accorded by LEUK SOLUTIONS UNIP. LDA.

8. The orders will always be accompanied by the respective shipping document with the clear and express indication of the nature and quantity of the shipping objects.

Clause 11 – Faulted Products

1.For effects of the Limited Warranty referred in the previous clause, the products will not be considered faulted when the following situations are verified: a) Normal wear or natural aging of lamps and LEDs. b) Natural variations of colour and texture of the ends. c) Colour variations in the lacquering of the aluminium’s. d) Products that have been modified by the CUSTOMER. e) Products mounted or installed not accordingly to the mounting instructions provided by LEUK SOLUTIONS UNIP. LDA. f) Products supplied by third parties who are not incorporated in products supplied by LEUK SOLUTIONS UNIP. LDA. g) consumables.

2.In any case, the products shall be used in a dry, ventilated environment, protected against natural elements and at a temperature between the 18º C and the 22º C, with relative humidity between 50% and 70%.

Clause 13 – Force Majeure

1.It is considered force majeure the unpredictable or unforeseeable fact, independent of the will of LEUK SOLUTIONS UNIP. LDA. that given proof, prevents the punctual fulfilment of its contractual obligations.

2.Are considered cases of force majeure, provided that the conditions predicted in number 1 are met, the following facts: a) War or hostilities, riots or public order alterations, robberies, earthquakes, floods, fires or any natural catastrophe; b)Accidents, labour disturbances such as strikes that prevent the use of the means of transportation, the manufacturer’s installations or equipment, and thus, difficulties of transportation, severe mechanical breakdowns with no replacement equipment, or lack of compliance by the suppliers, namely power breaks.

3.In the cases of force majeure that prevent the fulfilment of the obligations taken by LEUK SOLUTIONS UNIP. LDA., the latter is reserved the right to proceed, without further warnings and effective immediately, to the suspension of the deliveries or to cancel the CUSTOMER’s order, being still exonerated by the delivery of the part already carried out, with the price being proportionally reduced.

Clause 14 – Confidentiality

1.The CUSTOMER is obliged to maintain in strict confidence the data, intel, registers, processes and “know-hows” that have been received by LEUK SOLUTIONS UNIP. LDA. with the mention of being confidential, not being allowed to give information’s to third parties of its content without the previous consent of the latter.

2.The confidentiality obligations previously predicted will not be applicable to the data, intel and registers that: a) Are already in the public domain at the time of their reception or that will be according to the applicable law after their reception; b) The CUSTOMER proves to have already been in its legitimate possession when received, without them having been directly obtained by LEUK SOLUTIONS UNIP. LDA.

Clause 15 – From the competence to litigations

1.The contract modelled by these General Supply Conditions and by the particular conditions of each order is regulated by the Portuguese Law and by the dispositions of the treaty that regulate the European Union under the terms defined by the EU’s law.

2.Without affecting the power of the parties to stipulate a free commitment under the terms of the Directive 2013/11/EU of the EP and of the Board of 21.05 (in Portuguese, the Diretiva RAL, meaning Alternative Litigations Resolution), all and any emerging questions of these general conditions and of the particular conditions including those regarding its interpretation, validity or efficacy will be of the exclusive competence of the court of the county of Barcelos with express renouncement to any other except for a clause of judicial disengagement.