1. Subject Matter
These current General Terms and Conditions of Sale aim to define the terms and conditions of sale of products and services from Vinomatos, Lda.
Any sale presupposes the careful reading, understanding, and prior acceptance of these conditions by the Customer.
Our sales are subject to these General Terms and Conditions of Sale, which prevail over any other purchase condition, except for formal and express derogation by Vinomatos, Lda.
Vinomatos reserves the right to change these Conditions at any time, with the General Terms and Conditions of Sale in effect on the date of the quote/proposal being applicable. These Conditions were revised and updated on 01/09/2019.

2. Intellectual Property
In accordance with the laws and conventions governing intellectual property and/or other similar rights, all trademarks, designs, models, texts, photographs, illustrations, logos, plans and other documents are the exclusive property of Vinomatos, Lda. Their reproduction, use and image capture is expressly prohibited, and they may not be made available, modified or otherwise exploited, in whole or in part, for any purpose whatsoever, unless duly authorized by Vinomatos, Ltda.

3. Contract Formation
Any changes proposed by the client based on our quote/proposal will only be considered accepted by Vinomatos, Lda, with these Specific Conditions prevailing over these General Conditions, if submitted in writing and duly signed.

4. Order Receipt – Transportation
Unless otherwise agreed, goods are delivered to the premises of Vinomatos, Lda. Transportation, packaging, insurance and customs costs, if any, as well as those related to the shipment of materials, are the responsibility of the Client. If, for the Client’s convenience, the material remains at the premises of Vinomatos, Lda. after being made available, the risk of deterioration or spoilage is immediately transferred to the Client.
Unless expressly stated by Vinomatos, Lda., delivery times are given for informational purposes only, subject to the provisions of the law.

5. Retention of Title
All installment sales are subject to retention of title of the goods sold in favor of Vinomatos, Lda until full payment of the respective price. Until full payment, the Customer may not assign their use, encumber them, sell them or move them without prior authorization from Vinomatos, Lda.

6. Payments
Unless otherwise indicated, goods or services are paid for in full upon issuance of the respective invoice or equivalent document.
The prices established by Vinomatos, Lda are subject to VAT calculated at the legal rate in force on the date the invoice is issued.
All sales not settled on their due date are subject to late payment interest at the legal rate of 12% plus 1.5%.

7. Warranty
Vinomatos, Lda undertakes to remedy any deficiencies detected in the operation of the equipment that are caused by defects or flaws in design, material or workmanship, up to 12 months from the delivery of the goods. The warranty does not include: – Defects in material or design originating from the buyer; – Changes in operation caused by normal wear and tear of the goods or negligence/lack of maintenance on the part of the buyer; – Changes in operation resulting from force majeure; Under warranty, Vinomatos, Lda will replace, at no cost to the customer, the parts/components recognized as defective by its technical services. The replacement of parts does not result in an increase in the warranty period specified above. This warranty does not cover labor costs and those resulting from disassembly, assembly and transport operations. Vinomatos, Lda is not responsible for the payment of any compensation relating to losses, damages or harm to persons or objects outside the scope of the supply, nor for lost profits, production losses and others.

8. Unfair Competition
It constitutes an act of unfair competition carried out by clients/competitors operating in the same market, the enticement and diversion of Vinomatos workers with experience and in key positions for the development of its economic activity (specialized technicians and equipment operators) practiced during the period of 2 years after the issuance of the last invoice. By adopting such conduct, the client/competitor causes the loss of a significant market share and clientele acquired through merit by Vinomatos, and at the expense of this appropriation, obtains gains for itself, translated into a substantial reduction in Vinomatos’ revenue. Consequently, the client/competitor undertakes to indemnify Vinomatos, Lda in the amount of 500,000 euros, corresponding to the expenses incurred by it in the recruitment and integration process, the investment in the training/specialization of the worker, as well as the losses due to the abusive use of the know-how and innovation acquired by Vinomatos.

9. Material Returns
The verification/acceptance of the indicated quantities of each product or service in this quote is entirely the client’s responsibility. Once the material has been shipped or delivered, there will be no right to return any products.

10. Jurisdiction
For all matters arising from this contract, the competent court shall be the District Court of Ourém (Portugal).
The law applicable to purchase and sale contracts concluded under these General Terms and Conditions of Sale is Portuguese law.