Terms of service

 

FLEETWOOD CONSULTING LDA, with its registered office in Lisboa - Portugal.

These terms and conditions have been filed with the Chamber of Commerce

in Lisboa.

1. Definitions In these Terms and Conditions:

a. FLEETWOOD CONSULTING LDA means the user of these General Terms and Conditions.

b. Customer means the other party of FLEETWOOD CONSULTING LDA, legal person, company or

natural person, who has accepted in writing or otherwise the validity of these General Terms and

Conditions.

c. A circumstance beyond the control of FLEETWOOD CONSULTING LDA means fire and water

damage, weather conditions, employee (representative organization) actions, machine defects, war,

disasters, energy failures, supplier delays etc.

2. Applicability

a. These General Terms and Conditions apply and form an integral part of all offers and agreements

between FLEETWOOD CONSULTING LDA and its Customers, in which FLEETWOOD CONSULTING

LDA delivers goods and/or services, even if these goods and/or services have not been further

described in the present General Terms and Conditions.

b. Variations to these General Terms and Conditions are valid only if expressly agreed by parties in

writing. Variations to provisions are valid only in respect of agreements for which such have been

accepted. In such case, the remaining provisions of the General Terms and Conditions of

FLEETWOOD CONSULTING LDA shall remain in full force.

c. Standard terms and conditions of Customer are valid only when expressly accepted in writing by

FLEETWOOD CONSULTING LDA

3. Offer and Agreement

a. Offers are made by FLEETWOOD CONSULTING LDA, free of any commitment, unless expressly

provided otherwise.

b. If a Customer accepts an offer made without any commitment by FLEETWOOD CONSULTING LDA

may nevertheless revoke the offer within 7 business days after receipt of the acceptance.

c. Agreements are concluded only after express acceptance or confirmation by FLEETWOOD

CONSULTING LDA Acceptance shall be made by means of a written order confirmation from

FLEETWOOD CONSULTING LDA or by the actual performance by FLEETWOOD CONSULTING LDA

of the agreement. The order confirmation is considered to be a true and complete representation of

the content of the agreement.

d. If an order for the delivery of goods or performance of services is not given to FLEETWOOD

CONSULTING LDA, it may charge Customer all costs that it has had to incur in order to be able to

make its offer.

4. Price

a. The prices stated in offers and agreements of FLEETWOOD CONSULTING LDA do not include VAT,

import duties, taxes or other government charges as well as transport and insurance costs, unless

expressly agreed otherwise in writing.

b. All prices are in Euros, unless indicated otherwise by further notice from FLEETWOOD

CONSULTING LDA

c. FLEETWOOD CONSULTING LDA may alter the agreed price if and to the extent that circumstances

occur, including increases in costs and changes in currencies, which could not have been reasonably

foreseen when

© FLEETWOOD CONSULTING LDA 2018

entering into the agreement. In the event of a price increase of more than 10% Customer may

terminate the agreement, to the extent that FLEETWOOD CONSULTING LDA has not yet

performed.

d. The content of brochures, printed matter and such does not bind FLEETWOOD CONSULTING LDA, unless express

reference is made thereto in the agreement.

5. Payment

a. FLEETWOOD CONSULTING LDA determines terms of payment on the basis of the nature and size of

the order.

b. Unless expressly agreed otherwise in writing, payments must be issued within a period of fourteen

days after invoice date.

c. If (partial) payment is not made on time, Customer is in default by operation of law and the entire

(remainder of the) claim is immediately due and payable.

d. FLEETWOOD CONSULTING LDA may require at all times payment in advance or further security

from Customer.

e. If FLEETWOOD CONSULTING LDA has partially complied with its obligations, it is entitled to a

proportional part of the agreed price.

f. The Customer’s right to suspend or set off payments to FLEETWOOD CONSULTING LDA,

regardless of reason, is expressly excluded.

6. Extrajudicial Costs and Interest

a. As from the moment Customer is in default, Customer shall pay interest in the amount of the greater

of (a) 1% for each month or part thereof or (b) the statutory rate (as further described in EC Directive

2000/35 or Article 6:120, as may be amended) on the outstanding invoice amount.

b. If in spite of written notice Customer again fails to comply with his/its payment obligations to

FLEETWOOD CONSULTING LDA and FLEETWOOD CONSULTING LDA gives the collection of the

payment to another agency, Customer is due to pay extrajudicial costs for an amount of 15% of the

outstanding invoice amount, subject to a minimum of€ 450, -.

c. Payments made by Customer shall always serve in the first instance for payment of interest and

costs due and subsequently for payment of the longest outstanding invoice, even if Customer

indicates otherwise in his/its payment order.

7. Suspension

a. FLEETWOOD CONSULTING LDA may suspend performance of the agreement if Customer fails to

make (timely) payment, fails to provide at the request of FLEETWOOD CONSULTING LDA security

within the meaning of Article 5. d) of these terms and conditions or fails in any other way to comply

with his/its obligations to FLEETWOOD CONSULTING LDA

b. FLEETWOOD CONSULTING LDA may also suspend compliance with the agreement, without being

in default, if due to a circumstance beyond the control of FLEETWOOD CONSULTING LDA and/or

due to amendment of the (terms and conditions of the) agreement FLEETWOOD CONSULTING LDA

cannot be required to (timely) comply with the agreement.

8. Delivery and Risk; Special Made-to-Measure Orders

a. Customer acknowledges and agrees that the production of products to be delivered by

FLEETWOOD CONSULTING LDA will commence only after the receipt by FLEETWOOD

CONSULTING LDA of the entire amount of the first (partial) invoice in respect of the to be delivered

goods. Furthermore, Customer acknowledges and agrees that, without prejudice to the other Terms

and Conditions set out herein, including the applicable delivery time, deliveries of goods will take

place only after the receipt by FLEETWOOD CONSULTING LDA of the entire amount of the

subsequent final invoice in respect of the to be delivered goods.

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b. Delivery times given are to be regarded as approximate and shall in no event be regarded as

deadlines, unless such has been expressly agreed in writing. In the event of non-timely delivery

Customer must notify FLEETWOOD CONSULTING LDA in writing of its default, and a reasonable

period of at least 7 business days must be set to as yet comply.

c. Customer is obliged to fully cooperate with the delivery. Customer is in default without further notice

if after the first request of FLEETWOOD CONSULTING LDA Customer fails to take up goods and/or

services to be delivered by FLEETWOOD CONSULTING LDA

d. Unless expressly agreed otherwise, the delivery is made to the place where Customer conducts his/

its business.

e. Loss of and damage to things, which the agreement between Customer and FLEETWOOD

CONSULTING LDA deals with, are for the risk of Customer the moment such have been placed in

the actual possession of (an agent of) Customer or from the moment Customer refuses to cooperate

with the delivery.

f. If the delivery of the goods to be delivered by FLEETWOOD CONSULTING LDA is delayed due to a

circumstance for the account of Customer, Customer is obliged to compensate the damage incurred

by FLEETWOOD CONSULTING LDA as a result thereof, including costs of transport and storage.

g. In the case of Customer specific, “made–to–measure order” or non-stock products that Customer

orders, there is a possible deviation in actual production and delivery of products ordered by

Customer, by a margin of +/- 10% of the ordered quantity. The actual amount produced will be

invoiced to the Customer. Nevertheless, although FLEETWOOD CONSULTING LDA cannot guaranty

the exact quantity ordered for such products, FLEETWOOD CONSULTING LDA shall use

commercially reasonable efforts to produce and deliver such non-standard order. Further

information regarding deviations may be obtained by contacting Customer Order Service

9. Claims Information Department.

a. Customer is obliged within 3 business days after delivery to inspect the goods delivered by

FLEETWOOD CONSULTING LDA for defects or for deviations from that which has been agreed in

writing and to immediately notify FLEETWOOD CONSULTING LDA in writing of any deviations or

defects.

b. Customer may not assert any further right against FLEETWOOD CONSULTING LDA if any deviations

or defects have not been notified in writing to FLEETWOOD CONSULTING LDA within a period of 3

business days after the time that the deviation(s) or defect(s) has/have been detected or could have

been detected.

c. Customer may not assert in any case any further right if he/it has had the things delivered by

FLEETWOOD CONSULTING LDA put into use, processed or treated or has delivered such things or

given such things for use to third parties.

d. In addition to this, Customer may not invoke defective delivery or compliance if Customer has not

given FLEETWOOD CONSULTING LDA the opportunity to repair, supplement or replace any defects

or deviations, at the option of FLEETWOOD CONSULTING LDA

10. Termination/Amendment

a. If circumstances occur of which FLEETWOOD CONSULTING LDA was unaware on conclusion of the

agreement and as a result of which compliance with the agreement is not possible, FLEETWOOD

CONSULTING LDA may demand of Customer that the content of the agreement is amended in such

a way as to enable performance.

b. Customer may terminate the agreement only if FLEETWOOD CONSULTING LDA has imputably failed

to comply with its obligations and has been notified of its default in writing by Customer, and

FLEETWOOD CONSULTING LDA has been given a reasonable period of time to remedy this failure.

© FLEETWOOD CONSULTING LDA 2018

c. FLEETWOOD CONSULTING LDA may terminate the agreement in part or in whole without prejudice

to its right to compensation of costs and loss of profit and without prior notice or judicial

intervention if:

i. Customer is granted a moratorium of payments, files a petition for bankruptcy, debtor

relief or other protection from creditors, or Customer’s enterprise is liquidated (other than

on behalf of reorganization or combination of enterprises or assets).

ii. Customer fails to provide the security required by FLEETWOOD CONSULTING LDA as

referred to in Article 5.4 of these General Terms and Conditions.

iii. Customer fails to comply with any other of his/its obligation arising from the

agreement.

ci. In the event of partial termination Customer cannot claim annulment of performances already made

by FLEETWOOD CONSULTING LDA and FLEETWOOD CONSULTING LDA shall be fully entitled to

receive payment in this respect.

11. Liability

a. FLEETWOOD CONSULTING LDA is only liable for damage that is the direct and exclusive

consequence of intent or gross negligence of FLEETWOOD CONSULTING LDA and to the extent

that it has been properly notified in writing of its default by Customer, and FLEETWOOD

CONSULTING LDA has been given a reasonable period of time to provide repair or replacement.

b. FLEETWOOD CONSULTING LDA does not accept in any case whatsoever liability for trading loss or

other indirect damage within the broadest sense of that term incurred by Customer, including

consequential loss, loss of profits and cost savings, regardless of cause.

c. The total liability of FLEETWOOD CONSULTING LDA does not exceed in any case whatsoever

compensation of the damage up to an amount equal to the price excluding VAT stipulated for the

agreement concerned, up to a maximum of 10% of the order amount, excluding sales taxes.

12. Retention of Property Rights

13. FLEETWOOD CONSULTING LDA remains owner of the goods delivered by it or to be delivered by it until

Customer has paid all claims of FLEETWOOD CONSULTING LDA in respect of the consideration, including

interest and extrajudicial costs, arising from the order or agreement. Until the Customer has paid all

outstanding claims, including interest and extrajudicial costs, the Customer has the right to dispose of the

purchased goods under the retention of title and property rights of FLEETWOOD CONSULTING LDA, to

transfer the goods in whole or in part to third parties only under the following conditions that

a. this right of disposal is granted to the Customer only if it is necessary for the Customer, in its normal

course of business, to operate,

b. this right of disposal is granted to the Customer only if the Customer demands and receives

immediate payment from its Customers, and

c. the Customer never has the right or authority to charge, encumber, pledge or allow a lien to be

placed upon the goods that have been sold under the retention of title and property rights. The

Customer covenants to assign or pledge, upon demand and at the choice of FLEETWOOD

CONSULTING LDA, all accounts receivable that are created or to be created from the sale of goods

under the retention of title of FLEETWOOD CONSULTING LDA, to third parties.

14. Confidential Information

a. FLEETWOOD CONSULTING LDA as well as Customer warrant that all information, which is

exchanged between parties within the framework of the agreement concluded between parties, is of

a confidential nature and shall remain secret. Information is regarded in any case confidential if this

information has been designated as such by one of the parties.

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b.

15. Intellectual/Industrial Property

a. Customer may not remove, alter or conceal any designations concerning trademarks, trade names or

other rights of intellectual and/or industrial property from or of the things delivered by FLEETWOOD

CONSULTING LDA

b. All rights of intellectual or industrial property on things delivered to Customer by FLEETWOOD

CONSULTING LDA, including drawings, descriptions, advertising matter etc., remain at all times the

property of FLEETWOOD CONSULTING LDA and may not be reproduced, published or released in

any other way to third parties without the express written consent of FLEETWOOD CONSULTING

LDA

16. Penalty

a. In the case of a breach of Article 13 and/or 14 of these terms and conditions and/or in all other cases

in which Customer fails to comply with his/its obligations to FLEETWOOD CONSULTING LDA,

Customer shall forfeit to Sigma SA an immediately due and payable penalty of 10% of the ordered

amount not subject to moderation by the court or set off, without prejudice to the right of Sigma SA

to seek compliance or full damages.

17. Final Provisions

a. If any provision of these General Terms and Conditions is null and void or unenforceable, the

remaining provisions shall remain in full force.

b. All agreements as well as all disputes arising therefrom shall be exclusively governed by the laws of

The Netherlands.

c. All disputes arising from offers and agreements between Sigma SA and Customer shall be submitted

to the adjudication of the District Court in Lisbon.