Sales Terms & Conditions
To all sales agreements, amendments thereof and/or supplementary and/or accessories agreements related to equipment supplied by ADIRA shall apply the present General Sales Conditions, as well as the terms contained in the Initial Offer to Sell, in the Particular Sales Conditions and in the Order. In case of contradiction between these documents, the following order of prevalence will apply:
Particular Sales Conditions;
b) Initial Offer to Sell;
c) General Sales Conditions;
1.1. Sales agreement: contract by which ADIRA (seller) undertakes before the buyer to deliver, at a certain time, the equipment object of the contract and by which the buyer undertakes to pay the respective price.
1.2. Initial Offer to Sell: document presented by ADIRA to potential buyers, which, concerning the equipment object of the potential contract, states the technical specifications, the description of the standard equipment and of the supplementary equipment, as well as the special conditions of the sale.
1.3. Particular Sales Conditions: document presented by ADIRA, after negotiations with the buyer, which states the terms and conditions definitely agreed upon between the parties, such as delivery deadline, duty holder of the transportation, insurance and unloading, warranty and payment conditions, which may not correspond to the conditions initially proposed by ADIRA along with the Initial Offer to Sell, in case there were negotiated between the parties different conditions, prevailing, in case of contradiction, the ones contained in the Particular Sales Conditions.
1.4. Buyer: natural or legal person contractually bound before ADIRA to the payment and fulfillment of further obligations, which they have committed, contained in the Particular and General Sales Conditions, in the Initial Offer to Sell, as well as in the Order and in the applicable provisions.
2.1. ADIRA commits to deliver the equipment object of the sales agreement in accordance with the Particular Sales Conditions, the present General Sales Conditions and with the applicable provisions.
2.2. To be considered validly made and in force, all orders must be confirmed by ADIRA, through its signature of the Particular Sales Conditions, as well as of the present General Sales Conditions, this moment being considered the Order Acknowledgement.
2.3. The delivery deadline of the equipment established by the parties and specified in the Particular Sales Conditions is subject to a grace period of 15 business days, during which no compensation in this respect shall be payable by ADIRA to the buyer.
2.4. Any change to an order, whose Order Acknowledgement has already been issued by ADIRA, will require a written agreement between the parties.
2.5. The commissioning of the equipment object of the sales agreement in Portugal Continental will be carried out by ADIRA technicians or technicians certified by ADIRA without costs for the Buyer, once the latter informs ADIRA, within a maximum of 3 (three) months, in writing that the equipment is properly installed, leaded to the ground and has an electric and hydraulic oil current to operate. If the said three-month period is exceeded, ADIRA will be exempted from this equipment commissioning obligation.
3.1. The total price corresponding to the purchase of the equipment object of the contract, equipment commissioning and 8 work hours of formation, will be paid by the buyer as follows: 30% within 5 business days after the issuance of the Order Acknowledgment by ADIRA as a deposit and down payment; and 70% at the time of the delivery of the equipment at ADIRA’s premises.
3.2. For the purposes of the previous paragraph, ADIRA sends to the buyer, together with the Order Acknowledgement, the invoice corresponding to 30% of the price, with a payment term of 5 (five) business days. The buyer acknowledges and accepts that ADIRA will not start the production of the equipment subject to the contract until the invoice is fully paid by the buyer. If it is not paid within the aforementioned period, ADIRA will be entitled to immediate termination of the contract or, alternatively, ADIRA will have the right to review the proposed contractual conditions, in particular as regards delivery times and price of the equipment.
3.3. For the purposes of paragraph 3.2 of the present Clause, ADIRA will send to the buyer the invoice corresponding to 70% of the price with 10 days prior to the date of delivery of the equipment subject to the contract. ADIRA will only allow the delivery of equipment whose price has been fully paid by the buyer.
3.4. Payments will be made by bank transfer to the account opened on behalf of ADIRA, in the Bank BPI, with the IBAN PT50 0010 0000 4622 4140 0026 9.
4. Retention of title
ADIRA, pursuant article 409 of the Portuguese Civil Code, reserves the ownership of the equipment object of the sales agreement until the buyer fully pays the respective price.
5.1. The equipment object of the supply agreement bears a warranty against manufacturing defects of 12 months or 2000 work hours, whichever comes first, which shall commence from the commissioning date, provided that it takes place within a maximum period of 4 (four) months from the expedition date of the equipment object of the contract from ADIRA’s facilities, in accordance with ADIRA’s Warranty Certificate.
5.2. The use of equipment and / or tools in the equipment object of the sales agreement that are not approved by ADIRA immediately ceases the warranties contained in 5.1.
5.3. Failure by the purchaser to comply with the maintenance plan for the equipment sold, as set out in the respective manual, shall also terminate the guarantees referred to in point 5.1 above.
5.4. If, after 30 days from the commissioning date of the equipment object of the sales agreement, the equipment is not deemed by the buyer as received and the detachable of the Warranty Certificate is not returned to ADIRA, the effects of the contained in 5.1. shall cease.
6. Passing of risk and liability
ADIRA’s liability for the equipment object of the contract will pass to the buyer on the date it is made available at ADIRA's premises for delivery, in accordance with incoterm Ex Works (Incoterms 2010).
7. Expedition, transportation, unloading and related insurances
The equipment object of the contract will be shipped in accordance with the Incoterm Ex Works (Incoterms 2010), and therefore ADIRA is not responsible for its transportation, unloading and related insurances.
8. Force majeure
8.1. It will be considered reason of force majeure any third party or natural, unpredictable and / or inevitable, event, whose effects are produced irrespective of the will or personal circumstances of the parties, such as war or subversion, epidemics, cyclones, earthquakes, fire, thunderbolt, floods, riots, strikes, lock-out, which affects, directly or indirectly, the sale of the equipment, either by ADIRA or by one of its suppliers.
8.2. Once the reason of force majeure has been verified, ADIRA will inform the buyer in writing within a maximum of eight days from the date of such occurrence or its knowledge.
8.3. In that case, the agreed delivery deadline shall be automatically extended for the same period of time for which the reason of force majeure lasts, during which no compensation in this respect shall be payable by ADIRA to the buyer.
9. Transmission of the contract position
9.1 ADIRA may, without the buyer’s prior consent, transmit its contract position to direct or indirect subsidiaries of Efanor, SGPS, S.A. upon written notice to the buyer.
9.2 The buyer may not transmit his position in the contract without ADIRA’s prior written consent.
10. Intellectual Property
10.1. All intellectual property rights in respect of designs, models, patents, utility models, distinctive trade signs, projects or any other documents of which the buyer may be aware of or which may be supplied to him under the sales agreement concluded, are deemed ADIRA’s property, and may not be used for other purposes or assigned to third parties without ADIRA’s express authorization.
10.2. In case of violation of the provisions of the preceding paragraph (10.1.), the buyer shall be responsible for indemnifying ADIRA for all damages caused.
11.1. In the event of a serious breach of the obligations of the sales agreement by ADIRA, the buyer may terminate the sales agreement with a 15 days’ notice, provided that in a previous written notice he has identified the non-compliance in question and has given ADIRA a minimum period of 30 days for the regularization of the situation without it having taken place.
11.2. In addition to the legally established situations and the breach of the buyer of any of the obligations imposed by virtue of the concluded contract, ADIRA may terminate the contract if the delay in the payment referred to in paragraph 3.3 lasts for more than 30 days from its expiry date. In this case, the buyer will lose to ADIRA the amount of the deposit paid, notwithstanding being the buyer also obligated to indemnify ADIRA for all damages caused, including those related to the assembly and dismantling of the equipment object of the contract.
11.3. Without prejudice on point 11.2, the parties agree that, after a tolerance of 15 days, for each day of delay by the Buyer to pick up the machine from ADIRA’s premises, the same will pay to ADIRA as penal clause, the value of 100€ (one hundred euros).
11.4. ADIRA may also terminate the sales agreement if the buyer is declared insolvent or submits itself to the special revitalization process.
12. Governing law and jurisdiction
12.1. The Portuguese law will regulate the contract.
12.2. If it is not possible to reach an amicable solution to the dispute, it will be territorially competent to appraise and decide any dispute or doubt arising from the validity, interpretation and / or execution of the contract, which is not consensually overcome, Oporto's Court Jurisdiction, to which the parties agree and expressly waive to any other.
13.1. To each and every cases omitted, the general principles of Orgalime (European Engineering Industries Association) and of Incoterm Ex Works (Incoterms 2010) shall be applicable, which the parties declare to know and accept.