FLUPOL – Surface Engineering S.A
General Conditions of Sale of Products and/or Services
1. Scope of application
1.1. Contracts for the purchase and sale of products and/or the provision of services by FLUPOL – Surface Engineering, S.A., hereinafter referred to as FLUPOL, shall be governed by these General Sales Conditions, in all respects not specifically agreed upon in the particular conditions contained in any written contracts concluded between FLUPOL and its customers.
1.2. FLUPOL informs the Customer of its General Terms and Conditions of Sale from the time the proposal for the supply of products and/or services is sent until the sale is completed, whose full content is transcribed on the website www.flupol.pt, and the latter is available to provide any clarification as requested.
1.3. By purchasing products and/or services from FLUPOL, the Customer accepts these FLUPOL General Sales Conditions, abiding by them in an informed, free, conscious, and unreserved manner.
2. Information and negotiating proposals
2.1 The products and/or services offered by FLUPOL are generically advertised on the website www.flupol.pt, indicating some of their technical characteristics; however, for each specific situation, FLUPOL shall provide all the information necessary for the Customer to be fully informed of the expectations that can legitimately be expected from their provision.
2.1.1 The Customer shall inform FLUPOL of all details relevant to the process.
2.2 At the Customer’s request, FLUPOL shall indicate, in the form of a supply proposal, according to the availability at the time, the sale price, conditions, and delivery dates of the products and/or services.
2.3 The information and proposals submitted by FLUPOL are based on the assumption that the order formalized by the Customer, if verified, shall concern the products and/or services – in type and/or quantity – included in the proposal. Therefore, if the products and/or services ordered are different or of a different quantity, FLUPOL may restate the information or the proposal submitted or, if it deems it appropriate, communicate that it does not accept the order.
2.4 The information provided or the proposals submitted by FLUPOL before the products and/or services are ordered by the Customer or before the Customer accepts the order are merely indicative in terms of delivery time, and are, therefore, not binding on FLUPOL as to compliance with said time limit.
2.5 The proposals submitted by FLUPOL are based on the information and specifications available on the proposal date. Any changes occurring after this date must be formally accepted by FLUPOL and may cause changes to the proposed conditions.
3. Ordering Products and/or Services
3.1 Orders for products and/or services must be placed by means of written communication addressed to FLUPOL, preferably by e-mail.
3.2 The order is considered contractually accepted by FLUPOL once the order confirmation has been sent, which should preferably be by e-mail.
3.3 When placing an order, the Customer must have all the legal authorizations and licenses to sell products in Portugal.
4. Selling Price
4.1. Products and/or services are invoiced according to the prices charged by FLUPOL on the date of order confirmation.
4.2. Between the date of submitting the supply proposal and the date of the order, FLUPOL may freely change the prices, unless the proposal submitted includes a validity period and the order is placed within this period, concerning the items and quantities expressed in the proposal.
4.3. The prices of products and/or services shall be subject to Value Added Tax (VAT) at the legal rate in force and according to the respective regulatory code.
5. Payment Terms
5.1. The payment terms are agreed upon with the Customer and referenced on the invoice.
5.2. Invoices fall due within the period agreed upon by the parties. In the event of non-compliance, FLUPOL reserves the right to immediately suspend the supply of products and/or services until the situation has been effectively remedied by the Customer.
5.3. Payment must be made in accordance with the previously stipulated payment method, which may be cash, bank check or bank transfer order to the account with the Bank Identification Number (BIN) stated on the invoice.
5.4. If the Customer fails to pick up the products and/or services sold or, for any reason attributable to the Customer, the products and/or services are not delivered or are delivered after the due date, the Customer shall remain obliged to pay the respective invoice on the due date.
5.5. Any amount not paid by the deadline stated on the invoice shall give rise to interest on arrears at the legal rate in force until the day of payment.
5.6. FLUPOL reserves ownership of the goods and products until full payment has been made. However, the risks inherent in the goods sold are passed on to the Customer upon receipt, and it is up to the recipient to check the condition upon receipt.
6. Delivery of Products and/or Services
6.1 The products and/or services sold are considered ready for collection, in the event that the sale is made EXW (Ex Works) or FCA (Free Carrier), when they are placed at the Customer’s disposal for dispatch and the Customer is notified of this pursuant to INCOTERMS 2020.
6.2 From the date of communication of the disposal of the products and/or services for collection and for as long as they remain on FLUPOL’s premises, the risk of deterioration of the goods shall be deemed to have passed to the Customer, and FLUPOL shall be entitled to fair and reasonable compensation from the Customer for the time the goods have been stored.
6.3 The products and/or services corresponding to an order shall be the subject of a single delivery, except for reasons of force majeure or when other conditions are agreed upon by both parties.
6.4 If the order is delivered in installments, an invoice shall be issued for each delivery, and the contractual obligations to pay the price, pick up and deliver the goods, warranty and other general sales conditions shall apply to the transaction that each invoice represents as if it were a single transaction, without prejudice to the obligations that apply to the purchase and sale as a whole arising from the order and the order confirmation.
6.5 The delivery times for the products and/or services provided by FLUPOL may be altered as a result of its process, for reasons of force majeure or otherwise. FLUPOL undertakes to notify the Customer, preferably by e-mail, of any changes to the delivery deadlines.
6.6 Any discrepancy in invoicing due to qualitative or quantitative non-conformity of the products delivered must be reported in writing to FLUPOL within 15 days of the date of issue of the invoices. Under no circumstances may the Customer make a deduction from the payment without a credit note to that effect.
7. Shipping
7.1 Unless otherwise agreed, products and/or services are sold by EXW or FCA at FLUPOL’s premises, in which case the transportation of the goods is the responsibility of the Customer, and the risk of loss, deterioration or destruction is transferred to the Customer as soon as the loading operation is completed.
7.2 The Customer must make reservations about the lack of or damage to the goods or their packaging in the following circumstances:
7.2.1 Transport within national territory by EXW or FCA – in the event of apparent damage at the time of loading at FLUPOL’s premises, on the transport or delivery document against the signature of the Customer or their representative; in the event of non-apparent damage, the Customer has eight days from the date of acceptance of the goods. Reservations must be communicated in writing to FLUPOL, failing which no claims or possible liability for such damages shall be accepted.
7.2.2 International transport by EXW or FCA – at the time of loading at FLUPOL’s premises, on the transport or delivery document against the signature of the Customer or their representative, notifying FLUPOL thereof in writing within a maximum of seven days of receipt of the goods at its premises, failing which no claims or possible liability for such damage shall be accepted.
7.2.3 Transport within national territory on behalf of FLUPOL – upon delivery to the Customer’s premises or those designated by the Customer, on the transport or delivery document against the signature of the Customer or their representative, notifying FLUPOL thereof in writing within a maximum period of eight days, failing which no claims or possible liability for such damages shall be accepted.
7.2.4 International transportation on behalf of FLUPOL – upon delivery to the Customer’s premises or those designated by the Customer, on the transport or delivery document against the signature of the Customer or their representative, notifying FLUPOL thereof in writing within a maximum period of seven days, failing which no claims or possible liability for such damages shall be accepted.
8. Warranty and Complaints Handling
8.1 The terms of the guarantee and the respective period granted to the products and/or services sold by FLUPOL are negotiated with the Customer at the proposal stage.
8.2 FLUPOL guarantees the correct functioning of the products and/or services sold under the terms and for the period agreed upon from the date of issue of the respective invoice.
8.3 Any defect or lack of quality in the product and/or service must be reported by the Customer in writing to FLUPOL as soon as it is detected, preferably by e-mail, with a description of the problem and evidence (e.g., photographs), during the warranty period. A representative sample or samples of the product and/or service complained about must be sent to FLUPOL, mentioning the number of the respective invoice.
8.4 Once FLUPOL has checked the product and/or service complained about, and it is found to be defective or lacking in quality, it shall be repaired or replaced at no cost to the Customer and no new warranty period shall be granted, with only the remaining warranty period being valid.
8.5 FLUPOL assumes no liability whatsoever and the established guarantee automatically ceases if the Customer: carries out repairs or modifications on its own initiative; fails to allow any defects detected to be corrected; fails to follow FLUPOL’s instructions regarding the operating conditions of the products and/or services; disregards any prior information or technical warning provided by FLUPOL.
8.6 The time taken to replace or repair the products and/or services complained of is agreed upon between FLUPOL and the Customer.
9. Return of claimed products and/or services
9.1 Returns of products and/or services by the Customer must be made after prior acceptance by FLUPOL and with indication of the invoice number on which the product and/or service was purchased.
9.2 In cases where, after returning the products and/or services, it is proven that they do not meet the criteria for accepting the return, FLUPOL shall return the material to the Customer without any intervention and with all the inherent charges being borne by the Customer.
9.3 Any claims for supplies already made shall not under any circumstances justify refusal to pay for other supplies.
10. Limitation of liability
10.1 FLUPOL cannot be held responsible for delays in delivering products and/or services, when this is the result of force majeure or fortuitous events, to which it has not contributed with any intentional act, which prevent the manufacture of the products at source, their shipment or delivery, or in situations of strikes, lack of workmanship, collective conflicts at its own facilities or those of third parties, breakdowns in manufacturing machinery, shortages of raw materials, merchandise and materials, fire, floods, serious accidents with materials or tools, wars, epidemics, blockades and mobilizations, acts of vandalism, sabotage, terrorism, interruption in transport or abnormal weather conditions. The deadline for delivery of the products and/or services shall be extended until such time as fulfillment of the obligation is possible.
10.2 FLUPOL cannot be held responsible for any damage that may occur during its processing of the Customer’s products due to a lack of information on their characteristics or other information that is deemed pertinent and that should have been communicated to FLUPOL.
10.3 FLUPOL cannot be held responsible under any circumstances for loss of profits or other consequential damages, whatever the cause.
11. Confidentiality and protection of personal data
11.1 The parties undertake to keep confidential all commercial and contractual information whereof they become aware in the course of the business relationship.
11.2 In order to implement the best commercial response, the Customer authorizes FLUPOL to process their personal data.
11.3 The data collected by FLUPOL shall be processed for the purpose of developing, promoting and managing the communication and execution of the commercial relationship, and shall, therefore, not be made available to external entities, unless expressly authorized by the Customer. The data shall be stored for the duration of the commercial relationship and shall remain for the maximum legal period after the commercial relationship has ended.
12. Industrial and intellectual property
12.1 The industrial and intellectual property rights (trademarks, logos, documents, drawings, specifications and others) related to the products and/or services belong solely to FLUPOL. The respective copying, transformation, distribution or public disclosure, as well as any other act of disclosure, are strictly prohibited, unless expressly authorized by FLUPOL.
13. Applicable law and jurisdiction
13.1 These General Sales Conditions are subject to Portuguese law.
13.2 Any failure to comply with the provisions of these general terms and conditions of sale shall entitle FLUPOL to terminate the sales process and the Customer shall be duly informed.
13.3 For the resolution of any disputes arising from these General Sales Terms and Conditions, both parties agree to the jurisdiction of the Court of Porto, Portugal.
