General Terms & Conditions of Sale of Goods
Article 1 – Definitions
1. In this document the following words shall have the following meanings:
“Ciela” means the organization who sells the products;
“Client” means the organization or person who buys the products;
“Estimate “means the offer send to the Client by CIELA;
“Order” means Client generated document that authorizes a sale transaction. When confirmed by CIELA through the Order Confirmation, it becomes a contract binding on both parties.
“Products” means items of outdoor furniture from CIELA.
Article 2 – validity
2.1. These General Terms & Conditions of Sale of Goods shall apply to and be incorporated into the sales agreement signed between CIELA MARE S.A. ( hereinafter “ The CIELA”) and the Client ( hereinafter “The Client”).
2.2. The application of any different term and condition whatsoever, even if applied by the Client pursuant to reference made to its own purchasing or contractual provisions, is expressly excluded.
2.3. Any modification to the conditions herein shall be endorsed by CIELA in writing, which will have the right to establish specific different conditions in each offer or order confirmation, and specific condition will prevail over the present general conditions.
2.4. Client acknowledges to be aware of the contents of these general sale conditions, available at www.ciela.pt
Article 3 – completion of the contract
3.1. The following procedure between CIELA and Client shall be taken to form a contract (Order):
3.1.1. Request for Quotation by Client;
Client shall submit a request for quote to CIELA specifying the name of the product, quantities of the product, finishes, details, fabric, job occupation and certificate of the company.
3.1.2. Issuance of Estimate by CIELA;
Upon receipt of a request for quote by the Client, CIELA shall issue and submit an Estimate to Client. The Estimate is valid only for the limited period of time set forth on the quotation or, if no such period is set forth, it is valid for 30 (thirty) days from the date of transmittal of the Estimate to the Client. The Estimate specifies the information of the Client, the quantities of the products, the name of the products, the final amount, the discount offered and the specifications of the products.
3.1.3. Issuance of Estimate Request by Client;
Client shall issue and submit an Estimate Request to CIELA if the Client accepts the general terms and conditions of the Estimate. Such Estimate Request shall specify the name of the product, quantities of the product, finishes, details and fabric. Client’s submission of an Estimate Request in response to any Estimate shall be deemed acceptance of these terms and conditions.
The Estimate Request shall be valid only if issued in writing and sent to CIELA at the following e-mail: email@example.com .
3.1.4. Issuance of Order Confirmation by CIELA.
CIELA shall issue an Order Confirmation if the Estimate Request is pursuant to the valid CIELA´s Estimate.
A contract (Order) shall be formed only upon CIELA’s written confirmation to the Client’s Estimate Request.
After the Order confirmation, the Client is allowed in the next 5 (five) days to cancel the Order.
If the Order concerns the sale of customized products (pillows, chandeliers, etc.), the cancellation period is within the 2 (two) days after the Order Confirmation.
Except as provided in the previous paragraphs, the Order cannot be cancelled without CIELA´s written consent, nevertheless all costs incurred by CIELA until the cancellation of the Order by the Client shall be supported by him.
Article 4 – characteristics of the productsy
4.1. Any information or data relating to features and/or specifications of the products contained in catalogues and similar documents are indicative and not binding.
4.2. CIELA reserves de right of making any change to the products, which, without altering their essential features, appear to be necessary and suitable.
4.3. In case of products not included in the catalogue, CIELA reserves the right of making approved in writing by the Client the project before starting the manufacturing.
4.4. Any costs or expenses due to any extra-catalogue changes of the products or subsequent to the approved project, as requested by the Client and considerer feasible by CIELA, will be totally borne by the Client.
4.5. The Client will bear also any other modification, integration, service or costs and expenses requested by the Client and not expressly included in the order confirmation.
Article 5 – characteristics of the products
5.1. All prices are established in CIELA´s price list.
5.2. The price list can be updated at any time by CIELA.
5.3. The prices can be subject of discount, which will be applied by CIELA´s Sales Representative.
5.4. The costs for packaging are included in the price, unless explicitly agreed otherwise.
5.5. Despite of the above, if the Client requests an extra packaging or a different packaging, its costs will be bear by the Client.
5.6. CIELA reserves the right to implement price adjustments, if, following the conclusion of the contract until delivery, costs change on account of the following factors which CIELA is not responsible for and which were not foreseeable with reasonable certainty: wage settlements, changes in raw material prices, other suppliers’ price changes or currency fluctuations. CIELA shall disclose the reasons for such price adjustments upon the Client’s request.
5.7. Additional services will be invoiced separately.
5.8. The payment terms are set out in the order.
5.9. Unless otherwise agreed, invoices shall be paid by the Client within 30 (thirty) days from its issuance and are payable via cash, credit card (Visa or MasterCard), check or bank transfer into one of the accounts indicated by CIELA. Unless otherwise agreed, payments shall be made in Euro. Place of fulfillment shall be the registered office of CIELA.
5.10. Any default of the agreed payment terms will lead to the application of interests from the payment due date to the date of payment at the maximum amount allowed by applicable law, plus reasonable attorneys’ fees and collection costs, if applicable.
Article 6 – characteristics of the products
All taxes and excised taxes of any nature required by a governmental authority, state or local, either directly or indirectly, upon the sale or transportation of the products included in the invoice, shall be supported by the Client.
Article 7 – delivery and transport
7.1. The delivery date is set out in the Order. Unless agreed in writing, this date is indicative and not binding.
7.2. Unless otherwise agreed in writing, delivery of the products shall take place at the address specified by the Client. The validity of the delivery address is the Client’s responsibility.
7.3. The dispatch of products is made on account and at the risk of the Client. The risk passes to the Client at the time the products are handed over to the carrier.
7.4. The costs of transport are included in the price of the products. The price of the products remains unchanged even if the Client does not intend the transport.
7.5. In the event of loss or damage during the dispatch, Client’s claim shall be against the carrier only.
7.6. If CIELA, for reasons not depending by its will, is unable to deliver temporally or permanently the products because of an event of force majeure and/or Act of God (i.e.: earthquake, strikes, lock-out, lack of means of transportation, authority ordinance, floods, etc.) CIELA will promptly inform the Client, for the entire duration of the period in which the impediment and its effects last.
7.7. If the Client will not comply with any of the terms and conditions of the sale, even in part, or if it changes its name and/or its ownership, or in case the Client delays payments, even towards other creditors, CIELA shall have the right to stop any delivery, even for confirmed orders, and to change the payment terms.
7.8. In the Order confirmation is indicated if a packaging of the products is provided, and, unless differently indicated, the packaging is standard.
7.9. Extra packing has to be required previously by the Client and be confirmed in the Order.
Article 8 – inspection and acceptance
8.1. Client shall inspect the products immediately upon delivery and within 1 (one) day after delivery give notice in writing to CIELA of any alleged shortages or of any damage to the products or of any other matter or thing by reason whereon Client alleges that the Products are not in accordance with the Order.
8.2. If the Client shall fail to give such notice in time, then the products shall be deemed to be in accordance with the Order in all respects and the Client shall not thereafter be entitled to reject the products or to claim from the CIELA in respect of any shortage, damage or other defect in the Products except the extent of Warranty defined below.
Article 9 – Warranty
9.1. CIELA gives a generic warranty for manufacturing fault of its products, for 24 (twenty four) months from the delivery date.
9.2. The warranty consists on the repairing or substitution of the defective component or of the single defective part of the products.
9.3. The warranty does not cover and is not extended to defects or damages caused by the transport or caused by negligence in the use or by products direct or indirect manumission or caused by repairing, single components substitution, upkeeps made by non CIELA authorized subjects, or due by way of any circumstances independent from CIELA will.
9.4. The Client, pain the forfeiture of the guarantee, has to notify to CIELA the defectiveness or the defects eventually found, within 30 (thirty) or 60 (sixty) days from their discovery, depending on whether the product is used for commercial or personal purposes, respectively.
9.5. The warranty decays if the Client does not observe the payment conditions or if the breakdowns are caused by the Client itself, its employees or third person.
9.6. Any liability arising from or connected to the products and due to any events subsequent of the delivery, included damages to persons or goods will be exclusively born by the Client.
Article 10 – goods returned
10.1. Except for specific cases accepted in writing, CIELA does not accept any products return.
10.2. Cost and expenses of the return are born by the Client and the products are carriage paid to CIELA’s warehouse.
Article 11 – internet policy
11.1. The Client´s website may neither advertise, nor in any way, display CIELA´s name, logo, product images or any other CIELA´s emblems or information without prior written consent from CIELA.
11.2 CIELA, despite its effort to display images of the products as accurately as possible, does not ensure perfect similarity between photographs/images and the products.
Article 12 – intellectual property
12.1 The Client expressly recognizes that trademarks, commercial names or other distinctive marks on the products are in the exclusive property of the CIELA and will not be altered, changed, removed or cancelled in any manner.
12.2.The Client has the limited right to use trademarks, commercial names or other distinctive marks, as well as other industrial exclusive right or Know how (productive or commercial) associated with the products – which nonetheless remain in the exclusive property of CIELA – to the limited purpose of the resale of the goods to the final consumer. Any other utilization of the CIELA Intellectual Property by the Client, if not expressly granted by CIELA in writing, will be considered an infringement of the exclusive rights of CIELA, and a breach of contract, and will be therefore prosecuted.
Article 13 – industrial property
The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Client, remain exclusive property of CIELA and constitute a support for a better representation of the product and are significant of the general performances of the product itself. The Client engages itself not to reproduce them, neither to disclose them to a third party, and he engages himself to undertake the proper precaution towards staff in order to grant the above protection.
Article 14 – sales with property reserve
CIELA reserves the ownership of the products, paid by instalments or deferred and the ownership will be transferred to Client only on completion of the entire payment in accordance with the article 409 of the Portuguese Civil Code.
Article 15 – assignment
Client shall not assign its rights or its obligations under this terms and conditions without prior written consent of CIELA.
Article 16 – notices
All notices required or authorized by these terms and conditions shall be given in writing and shall be deemed effective upon receipt. Notices to Client shall be sent to the address shown in Client’s Order. Notices to CIELA shall be sent to Zona industrial da Taboeira, Lote 51A, Armazém 4, 3800-055 Aveiro.
Article 17 – confidentiality
Unless otherwise expressly stipulated in writing, no information provided to CIELA in connection with orders shall be regarded as confidential, unless their confidential nature is obvious.
Article 18 – governing law – jurisdiction
The contract shall be governed and construed in compliance with Portuguese law. The Court of Aveiro – Portugal – shall have the exclusive jurisdiction in any dispute arising from or in connection with the sale relationship, its agreement, performance or breach whatsoever.