1. Scope of application
a) These General Purchase Conditions set forth the rules that govern the purchases made and service provisions hired to third parties.
b) When Pentaline® accepts a purchase intention, the Supplier in question accepts these conditions, which, unless stated otherwise, take precedence over any other conditions defined by the Supplier, even if these are written or disclosed in any documents issued by the latter.
2. Orders
Any process that involves the acquisition of goods and services by Pentaline® must be complemented by a written document, signed by one of its legal representatives.
3. Inspection
Pentaline® reserves the right to inspect all goods and/or services included in the Order, namely in their manufacture, storage, execution, or development sites. To this end, free access to offices, technical facilities or plants of the Seller, its suppliers or subcontractors, where the referred goods and/or services are being manufactures, stored, developed, or executed must be granted at all times to the authorized representatives of Pentaline® or any persons specifically appointed by Pentaline® for this purpose during the period of execution of the Order and even after its completion.
On the other hand, the Supplier must require that its suppliers or subcontractors grant free access to the authorized representatives above, persons, or entities appointed by Pentaline®. All inspections must be made in order not to cause
any undue delay to works and/or deliveries of the Supplier.
The Supplier accepts to bear the costs of any tests or inspection that has not been included in the Order and that shows the non-conformity of the Goods and/or Services.
The inspection of any Goods and/or Services by Pentaline® does not mean that the company has accepted them and do not exclude the company’s right to report any defect.
4. Prices
Prices and payment methods are those written in the documents that formalize the orders and their acceptance.
Once accepted, they can only be changed upon written agreement signed by both parties.
5. Invoicing
a) In addition to legal requirements, invoices issued to Pentaline® must make reference to the corresponding order. Any missing element entitles Pentaline® with the right to return the orders and corresponding goods.
b) When receiving the goods, Pentaline® will check their conformity with the order, but only in regard to their presence and quantity, without prejudice to subsequently checking for conformity and good operation.
6. Delivery times
a) Deliver times are those written in the documents that formalize the orders and their acceptance.
b) Once accepted, they can only be changed upon written agreement signed by both parties.
c) Unless written otherwise, orders must be delivered to company’s facilities and up to one hour before the end of regular working hours.
Pentaline® – Equipamentos Industriais, Lda. Taxpayer Identification No.: 506 867 218
Zona Industrial de Lordelo/Codal – Avenida dos Pousados, nº 99 – 3730-666 Vale de Cambra – Portugal
E-mail: pentaline@pentaline.pt Tel: +351 256 388 800 Fax: +351 256 388 809 2/3
PERMIT NO. 61774
d) Unless otherwise stated and signed by both parties, the Supplier is responsible for all costs concerning the goods until they are unloaded at the premises of Pentaline®.
e) When there are no technical files or certificates of any nature or any ancillary and relevant documentation accompanying the supply, the delivery is only deemed made when accompanying by all those elements.
f) Where the supply implies the provision of services, the Supplier must prepare a daily record that must include the work completed and information about relevant actions.
7. Subcontractors
Subcontracting any orders by the Supplier is only accepted upon prior written consent of Pentaline® and does not exempt the Supplier from its responsibility for the supply in question.
8. Confidentiality
a) The Supplier undertakes to keep total and absolute secrecy about all commercial and technical information (namely, software, studies, drawings, projects, experiments, samples) concerning the supplies in question and communicated by Pentaline®.
b) The Supplier will use the information received from Pentaline® only for the purpose of cooperating. The Supplier should keep all information confidential and cannot disclose such information to any third parties, whether directly or indirectly, verbally, in writing or by any other mean, and is forbidden from using, copying, reproducing, disassembling, decompiling or converting any software received in the scope of this agreement or any other type of code or for any other purpose; open or dismantle packages, samples, or models received in the scope of this agreement, except when expressly authorized by whomever has given the information.
c) The Supplier and any other party which is legitimately involved in the order must take the maximum care and secrecy when dealing with information received from Pentaline® in the scope of the order in question, keeping total and absolute confidentiality.
9. Default
a) Where the Suppliers does not comply with times, Pentaline® is entitled to be compensated by the Supplier for the damages sustained, including those caused by delay or non-compliance before third parties.
B) Irrespective of the penalty above, occasional non-compliance with times by the Supplier further implies that the Supplier pays Pentaline® the amount equivalent to one per cent of the net price of the
order in question per each day of delay, whether these have elapsed or not, counting from the day immediately after the time agreed to the effective compliance, up to a maximum of ten percent of such total.
c) Material non-conformities or the non-compliance with any of the obligations set forth by the contract and/or stated above constitutes default.
d) Where the Supplier’s delay is converted into default, the Supplier is obliged to compensate Pentaline® under the terms set forth by point a) above and applicable legal terms.
10. Quality and warranties
The Supplier is responsible for the quality of supplies made, and guarantees their good operation and execution, undertaking the manufacturer’s civil, general, and private liability, under the legal terms.
11. Communication between parties
a) Communications between the Supplier and Pentaline® must be sent to the addresses described in the order, whether these are postal or electronic addresses, and they are deemed made when sent. The Supplier is the sole responsible for
any change to those addresses.
Pentaline® – Equipamentos Industriais, Lda. Taxpayer Identification No.: 506 867 218
Zona Industrial de Lordelo/Codal – Avenida dos Pousados, nº 99 – 3730-666 Vale de Cambra – Portugal
E-mail: pentaline@pentaline.pt Tel: +351 256 388 800 Fax: +351 256 388 809 3/3
PERMIT NO. 61774
b) Communications sent to Pentaline® by the Supplier must be sent to the company’s registered office and via electronic mail. The latter will only be valid if sent to pentaline@pentaline.pt.
12. Communication and information
a) These general purchase conditions are communicated to the Supplier via the portal www.pentaline.pt on first access and by constant reference.
b) Any issues that the Supplier would like to see clarified about these general purchase conditions must be sent by letter to the company’s registered office, or via e-mail.
13. Applicable law and jurisdiction
a) Any issues arising from these general conditions will be settled by the relevant court of Vale de Cambra, expressly waiving any other.
b) The Portuguese law is the applicable law.
