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
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
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.
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
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.
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
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
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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
d. The content of brochures, printed matter and such does not bind FLEETWOOD CONSULTING LDA, unless express
reference is made thereto in the agreement.
a. FLEETWOOD CONSULTING LDA determines terms of payment on the basis of the nature and size of
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
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.
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/
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
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
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
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.
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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
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
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.
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.
© FLEETWOOD CONSULTING LDA 2018
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
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
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
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.