Terms & Conditions of Sale
1 – Definitions and Applicability
1.1 – In these terms and conditions of sale (these "Terms") the following words shall have the following meanings:
a) “Global Trade Laws and Regulations” means the customs, import, export, re-export, trade control and sanctions laws, regulations and orders applicable to a transaction, including but not limited to the customs and export control laws and regulations of the UN, USA, EU, UK, Switzerland, China and any country in which the Products are manufactured, received and used.
b) “Intellectual Property Rights” means all drawings, know-how, designs, specifications, inventions, patents, devices, developments, processes, copyrights, trademarks and other information or any other intellectual or industrial property disclosed or otherwise made available to the Purchaser by the Seller and all rights therein or appurtenant thereto;
c) "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation, without prejudice to any discrepancies which are customary in trade or in practice between the parties;
d) “Order Confirmation” means any method, including, but not limited to electronic communication, by which the Seller confirms, acknowledges, accepts or begins to fulfill the Purchaser’s order;
e) “Parties”: means the Seller and the Purchaser referred jointly, and individually by the “Party”;
f) "Products" means the articles to be supplied to the Purchaser by the Seller indicated on Sales Documents;
g) "Purchaser" means the organization or person who acquire Products from the Seller in the context and for the pursuit of their industrial, or other professional activities, and therefore, are not final consumers as per the applicable law;
h) “Sales Documents” means any document, physical or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents, Order Confirmations and shipping documents;
i) “Seller”or FLUIDINOVA” means FLUIDINOVA, S.A, public limited liability company incorporated under the laws of Portugal, headquartered at Rua de Rosa Jácome Felgueiras, n.º57, 4475-188, Maia, Portugal, with the registration and legal person identification number 507439384, who holds the website: www.fluidinova.com;
j) “Use Documents” means instructions, limitations, specifications, use statements, or conditions of use made available by the Seller, including but not limited to product data, product information, product application, safety data sheets and labelling.
FLUIDINOVA does not manufacture consumer products or any other type of end products for human or animal consumption, only ingredients that constitute raw materials to be incorporated into other products. The products sold by FLUIDINOVA are intended solely and exclusively for professional and industrial use and are, therefore, sold exclusively to professionals. By proceeding with the purchase (checkout on FLUIDINOVA’s website, the Purchaser declares that it met this requirement.
1.2 - These Terms, any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) entered into by the Seller with the Purchaser with respect to the purchase and sale of Products indicated on Sales Documents, and supersede all prior communications, proposals, agreements, or contracts, written or oral, between the Seller and the Purchaser. No understanding, agreement, term, condition, or trade custom contrary to the provisions of these Terms shall bind the Seller. Any amendment to these General Terms shall only be valid if agreed upon in writing and signed by a representative of the Seller. If the parties have signed a contract applicable to the sale of certain Products, the terms of such contract shall prevail to the extent they are inconsistent with these Terms and under the conditions therein agreed.
1.3 - These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfilment of the Purchaser's order does not constitute acceptance of any of the Purchaser's terms and does not serve to modify or amend these Terms.
1.4 - The Agreement between the Seller and the Purchaser is concluded with the Purchase Order and the Seller’s Order Confirmation. Purchase Orders delivered by the Purchaser and confirmed by the Seller cannot be canceled or modified by the Purchaser, except with the prior written consent of the Seller. In any event, the Purchaser shall indemnify the Seller for all costs and expenses already incurred by the Seller, as well as for any obligations assumed by the Seller, caused by or related to such cancellation or modification of the Purchase Order.
1.5 - By submitting a Purchase Order, the Purchaser accepts these Terms, becoming freely and consciously bound to them.
1.6 - These Terms are complemented by the Privacy Policy, the Cookies Policy, and the Legal Notice that should be read in full by the Purchaser before making a purchase, being considered to be included in these Terms for all legal purposes.
2 - Delivery and Performance
2.1 - The Seller will not ship any Product until payment has been verified and/or formalized.
2.2 - The list of countries to which FLUIDINOVA does not do shipping may be found here: Comoros, Cuba, Falkland Islands, Iran, Johnston, Kiribati, Arab Republic of Yemen, Syria, Sierra Leone, Guinea-Bissau, Equatorial Guinea, Central African Republic, North Korea, Mayotte, Myanmar, Nauru, Niue, Saint Helena, Saint Pierre and Miquelon, São Tomé and Príncipe, Solomon Islands, Somalia, Sudan, Tajikistan, Tokelau, Tuvalu, Wake Island, Russia, Ukraine and Belarus.
2.3 - Delivery dates provided by the Seller are indicative and non-binding. The Seller shall not be liable for any failure to meet estimated delivery dates, including but not limited to delays caused during transport, processing times at customs or regulatory authorities, bad weather conditions and any other unforeseen delays caused during the transport of the merchandise or by any other force majeure event as per Clause 10 below. The Seller shall not, under any circumstances, be liable for any loss, cost, damage, injury or expense of any kind incurred by the Purchaser or its customers as a result thereof. The Seller shall have the right to deliver the Products prior to the estimated delivery date, as well as to make partial deliveries, unless otherwise agreed in writing.
2.4 - Products are shipped using the Seller's standard shipping and packaging methods. Products will be supplied under DAP conditions Purchaser's Country of Destination (INCOTERMS® 2020). Unless otherwise agreed, the Purchaser must provide the documents (if applicable) indicated in, or required by, the applicable Incoterm.
2.5 - The Seller will ship the Products using the methods it deems appropriate to fulfill its commitments.
2.6 - It is the Purchaser's responsibility to inspect the Products upon receipt and to note any reservations or complaints on the delivery receipt or contact our customer service.
2.7 - The delivery of the purchased Products will be made to the address designated by the Purchaser. The Seller assumes no responsibility if delivery cannot be completed due to:
a) the data provided by the Purchaser being false, inaccurate, or incomplete;
b) the delivery cannot be completed for reasons not attributable to the carrier, such as the absence of the Purchaser.
In such cases, the Seller reserves the right to charge the corresponding amount for a second delivery or to offer the Purchaser the option to collect the shipment at the location and within the deadlines indicated in the carrier’s notice.
If the collection is not made within the specified period, the shipment will be returned to the Seller, who will have the right to claim compensation for damages caused by the breach of contract.
2.8 - The Purchaser may check the status of its order at any time by requesting information via phone at +351 220119746 or by sending an email to sales@fluidinova.pt.
3 - Use of Products
3.1 - The Purchaser is solely responsible for the choice of the Product, as well as for its use or intended function. Consequently, and in accordance with the information provided on FLUIDINOVA’s website, catalogs, prices, and/or general product information, FLUIDINOVA is neither responsible for nor guarantees that the Product is suitable for the applications intended by the Purchaser, nor for achieving, in whole or in part, the purposes intended by the Purchaser when purchasing the Products.
3.2 - The Purchaser shall (a) comply with the Use Documents, and (b) properly test, use, manufacture and market Products and/or materials produced with Products.
3.3 - The Purchaser is solely responsible for: (a) obtaining any necessary intellectual property permission related to the use of Products, (b) compliance with all applicable regulatory requirements and generally accepted industry standards, and (c) conducting all necessary testing and verification, including for fitness for the intended purpose.
4 - Inspection and Rejection of Nonconforming Products
4.1. - Without prejudice to the provisions of Section 2.5 above, the Purchaser shall inspect Products no later than five (5) days after receipt ("Inspection Period"). The Purchaser will be deemed to have accepted the received Products unless it notifies the Seller in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if required.
4.2 - If notified in accordance with Section 4.1, the Seller shall activateits internal procedures to validatethe Purchaser's claim. If non-conformity isverified, the Seller shall, in its sole discretion (a) replace suchNonconforming Products with conforming Products, or (b) credit the price forsuch onconforming Products or (c) reimbursethe Purchaser the price paid for the Products and terminate the contract inrespect of the Products concerned. The Seller reserves the right to inspect Products. The Purchaser acknowledges agrees that the remedies set forth herein are the exclusive remedies fordelivery of Nonconforming Products.
5 - Price and Payment
5.1 - The Purchaser shall purchase Products from the Seller at the prices offered by the Seller, including but not limited to prices in avalid quotation or prices on a published price list, including the ones showed in FLUIDINOVA’s website valid as of date of the applicable Order Confirmation. Prices are expressed in euros (€). Payments and refunds will be made in euros (€).
5.2 - All prices are excluded from all taxes, other charges, customs services, tariffs and any other similar fees or expenses of any kind on the sale, use, or consumption imposed by any governmental authority or para-governmental authority on any amounts paid or to be paid by the Purchaser. The Purchaser will be responsible for all such fees and expenses. It is of utmost importance that when making purchases through FLUIDINOVA's website, the Purchaser correctly fill in the 'Region' field during checkout with Purchaser’s current location, as this information is used to calculate the applicable taxes for the purchase. Correctly filling in this field with Purchaser’s actual region will help avoid invoicing errors.
5.3 – For order placed in FLUIDINOVA’s website payments can only be made by Credit Card. Payment will be transferred on the date of order. The final price of any product will be the price shown on the date and time of order. If your credit/debit card is not denominated in euros, the exchange rate will be applied by the corresponding banking institution according to the market exchange rate, and it may vary from the price shown. The Purchaser warrants that all details provided at the time of ordering are correct and valid. The Purchaser ensures that the credit/debit card has sufficient funds to cover the cost of the order. The Seller reserves the right to obtain validation of Purchaser's credit/debit card prior to processing any order. Seller reserves the right to deny any order placed by the Purchaser without prior proof of payment.
5.4 - If any invoice issued by the Seller is not paid within the period stated therein, the Purchaser shall be charged interest for late payment, calculated on a daily basis at the highest rate permitted by law. In addition, the Purchaser agrees to indemnify the Seller against all expenses incurred by the Seller in collecting the outstanding amount, including, without limitation, court costs and lawyers' fees. The rights to inspect the Products granted to the Purchaser by these Terms shall under no circumstances affect or alter the Purchaser 's conditions and obligations with regard to payment forthe Products.
6 - Limited Warranties
6.1 - The Seller warrants to the Purchaser that the Products conform to the Seller's published specifications.
6.2 Except for the above warranties, theSeller offers no warranty with respect to the application, handling and/or use of the Products beyond their intended industrial applications. Anysuggestions by the Seller regarding the use,selection, application or suitability of the Productsshall not be construed as an express or implied warranty. The Seller assumes no responsibility or liability forany use of the Products that falls outside their typical or specifiedapplications.
6.3 - The limited warranties set forth above do not apply unless: (a) the Purchaser gives written notice of the defect(s) to the Seller within thirty(30) days of detection and throughout case, within six (6) months of delivery; (b) the Seller is given reasonable opportunity to examine the relevant Products and (c) the defect(s) are verified by the Seller.
6.4 - The limited warranty referred to in Section 6.1 does not apply when: (a) a defect arises as a result of a breach of obligations under Section 3; (b) any unauthorized changes, updates, other revisions to the Products occur; or (c) the Products are used after the expiration date or expiration date as disclosed in the applicable Use Documents.
6.5 - Seller will not - irrespective of the legal basis of Purchaser’s claim, or cause of action, whether based in contract, negligence, strict liability or otherwise - be liable for any special, punitive, incidental, consequential or indirect damages, including but not limited to losses due to delays or loss of data, loss of production, lost profits (“lucros cessantes”), loss of use, damage to reputation or loss of agreements, missed savings and penalties forfeited by the Purchaser.
7 - Limitation of Liability
To the extent legally permitted, Seller’s liability foracts or omissions of its legal representatives, its employees, collaborators,subcontractors and suppliers which determine the non-compliance of itscontractual obligations before the Purchaser, is limited to the amount of theglobal price of the Products object of the sale and purchase agreement and,therefore, no other amount may be claimed from the Seller on the grounds ofdamages and/or loss of profit in excess of the said value, whether for loss ofincome, use and production, capital costs, equipment costs, facilities orservices costs, or for delay costs or complaints presented by the purchaser'scustomers, costs related with the interruption of the operation or any othertype of damage.
8 – Returns
8.1 – Except for Nonconforming Products as per section 4.1 and 4.2 above, the Purchaser shall not return Products without the Seller’s prior written consent and provided no more than 15 calendar days have passed since the purchase date. The Seller reserves the right to inspect Products at the Purchaser’s site and/or require disposal instead of return. All returns must be in compliance with the Seller’s instructions. All returning costs shall be born by the Purchaser, exception made to
8.2 - Any returned Products must be in their original, intact packaging with the original label affixed, and unaltered in form and content and has not been used.
9 – Termination
In addition to any other remedies provided hereunder, the Seller may immediately terminate the contract upon written notice if the Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
10 - Force Majeure
10.1 - In the event of an occurrence or circumstance deemed as a force majeure event that prevents either Party from timely fulfilling the obligations, dates, and deadlines agreed, the fulfillment period shall be extended by the corresponding duration of the delay caused by such event, without prejudice to both Parties making all reasonable efforts to mitigate the consequences of the event.
10.2 - For the purposes of these Terms, a force majeure event is defined as any unforeseeable, unavoidable, and irreversible event beyond the will or control of the Parties, which wholly or partially, temporarily or permanently, prevents them from fulfilling their obligations. Without limitation, events such as acts of war (declared or undeclared), hostilities or invasion, riots, rebellion or terrorism, epidemics and pandemics, atomic radiation, fire, lightning, severe floods, cyclones, earthquakes, and other natural disasters directly affecting the activities under this Agreement shall constitute force majeure (“Force Majeure”).
10.3 - The Party wishing to invoke Force Majeure must notify the other Party in writing as soon as it becomes aware of the event, providing evidence of the event and its effects on the execution of the contract. The Parties shall cooperate reciprocally.
10.4 - If a Force Majeure event permanently prevents either Party from fulfilling the contract or extends beyond a period of [60 days], the contract shall be terminated. Any payments for non-delivered Products shall be refunded, with no liability for breach of contract.
11 - Confidential Information
All non-public, confidential or proprietary information, including but not limited to, specifications, documents, data, business operations, pricing, discounts, or rebates, disclosed by the Seller to the Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form of media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by the Purchaser for its own use or in the interest of any third party, unless authorized in advance in writing by the Seller. Upon request, the Purchaser shall promptly return or destroy all documents and other materials received from the Seller. The Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to the Purchaser at the time of disclosure; or (c) rightfully obtained by the Purchaser on a non-confidential basis from a third party and without the violation of any confidential obligation.
12 - Data Protection
12.1 - The Parties undertake to comply with all legal and regulatory data protection rules, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the General Data Protection Regulation (GDPR). In particular, the Parties shall adopt appropriate technical and organizational measures to protect the personal data against any unauthorized or unlawful processing, as well as against accidental loss, destruction, and alteration of data. Furthermore, the Parties must ensure that such data is collected lawfully and that the processing is carried out with due diligence, care, and professionalism, in accordance with applicable law.
12.2 - The Seller will process personal data (e.g. contact name, email, tax details and business addresses) from Purchaser, namely, to enter the contract and fulfil its obligations under the contract and for the continuing relationship management with the Purchaser. The Seller’s processing activities shall be governed by its Privacy Policy posted at fluidinova.com/privacy-policy.
13 - Intellectual Property Rights
All Intellectual Property Rights shall remain the property of the Seller and shall be kept confidential by the Purchaser in accordance with these Terms. The Purchaser shall not be entitled to claim ownership of any Intellectual Property Rights, any material containing Intellectual Property Rights, in whatever form, shall be immediately returned to the Seller upon the Seller's request. The Purchaser acknowledges that it is not granted any licenses or rights of any kind under these Terms in respect of any Intellectual Property Rights.
14 - Compliance With Laws And Export Regulations
14.1 - The Purchaser shall ensure that its personnel and other third parties acting on its behalf conduct their activities incompliance with applicable anti-bribery and anti-corruption laws. Any failure by the Purchaser, in whole or in part, to comply with applicable anti-bribery and anti-corruption laws shall be deemed a breach of these Terms, which shall entitle the Seller to terminate the contract with immediate effect if the breach cannot be remedied. The Seller shall be under no obligation to make any outstanding payments or deliveries or to accept any Purchase Order, if the Seller has reasonable grounds to suspect that such payments, deliveries or transactions may be used for - or contribute to - a violation of anti-bribery and anti-corruption legislation or constitute a criminal offense. The Seller shall be entitled to withhold such payments, deliveries and transactions until it is proven that such payments, deliveries or transactions will not be used for - or contribute to - a criminal offense. The Purchaser shall indemnify the Seller from and against any and all liabilities suffered or incurred in any jurisdiction in respect of any failure by the Buyer to comply with the said legislation.
14.2 - The Purchaser hereby agrees to fully observeand comply with all applicable Global Trade Laws and Regulations. The Purchaser agrees that none of the Products supplied by Seller covered by any applicable Global Trade Laws and Regulations shall be transferred to any person or organization, unless such transfer is in compliance with applicable Global Trade Laws and Regulations or is expressly permitted by applicable governmental licensing or authorization. The Purchaser will not take any action under these Terms that would cause the Seller to violate any Global Trade Laws or Regulations to which the Seller is subject. The Purchaser shall not use, export, re-export, transfer or retransfer the Products for any purpose related to chemical, biological or nuclear weapons, or missiles capable of carrying such weapons, or for any unsafeguarded nuclear explosive or nuclear fuel cycle activity. Where prohibited by applicable Global Trade Laws and Regulations, the Purchaser shall not use, re-export, transfer or retransfer the Products for a military end use or to a military end user, including military intelligence end uses and end users, without obtaining a license or authorization from the applicable governmental authority. The Purchaser shall not, directly or indirectly, sell, export, re-export, transfer, retransfer or otherwise release or dispose of any Products to or through a sanctioned person or territory without having obtained a license or authorization from the relevant governmental authority responsible for enforcing any applicable Global Trade Laws and Regulations. If the Purchaser breaches any of the above [or if, in Seller's reasonable opinion, such breach is likely to occur], the Seller shall not be liable to the Purchaser or any third party for any subsequent breach by Seller under the contract and that the Purchaser shall indemnify and hold the Seller harmless from any claims or losses related to such breach.
15 - Governing Law
15.1 - These Terms, as well as the interpretation, integration and execution of the sale and purchase agreements entered into under them, shall be governed by and construed in accordance with Portuguese law (without reference to conflict of laws principles). The application of the 1980 United Nations Convention for the International Sale of Goods is excluded.
15.2 - All disputes arising out of or in connection with these Terms shall be definitively settled by the Judicial Courts of the District of Porto, in Portugal, with express waiver of any other.
16 - Miscellaneous
16.1 - No waiver by the Seller of any provisions of these Terms is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof.
16.2 - The Purchaser shall not assign any of its rights or delegate any of its obligations under the contract without the Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves the Purchaser of any of its obligations hereunder.
16.4 - If any term or provision of these Terms shall be deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
