1. General

These General Terms and Conditions of Sale apply to all products and services traded between ACL. S.A. (as supplier) and its customer, and therefore prevail over any General or special Conditions of the customer. Placing an order in respect of any proposal submitted implies the automatic and immediate acceptance of these General Terms and Conditions of Sale, which accompany and form an integral part of the proposal submitted by ACL. S.A.

2. Offer

Supply by proposal. The conditions of the proposal/quotation refer only to the supplies specified therein, individually negotiated, and do not apply to any additional supply. ACL. S.A.'s proposal is valid for the period stipulated therein. The customer may under no circumstances rely on standards, specifications, prescriptions, regulations and customs that have not been expressly accepted and confirmed by ACL. S.A.

3. Confidentiality

All documents, studies and plans, regardless of their nature, such as sketches, drawings, calculations, projects, descriptive reports and other similar items, provided to the customer and owned by ACL. S.A., are confidential. The customer may not use them for purposes unrelated to the agreement, nor communicate them to third parties, and undertakes to take the necessary measures to prevent this from happening.

4. Orders

  • The execution of any order will only begin after the formal award of the proposal/quotation sent by e-mail and, in cases subject to advance payment, after receipt of the agreed amount;

  • The customer must check the material at the time of delivery. Complaints regarding damaged or missing material not recorded in the transport document will not be accepted;

  • Orders for non-standard (made-to-measure) products shall be accompanied by an advance payment of 30% of their value;

  • All costs related to the study, preparation and development of non-standard productions are, unless otherwise indicated, borne by the customer;

  • ACL. S.A. reserves the right to invoice and demand payment for orders not collected within 30 days from the moment their availability is communicated to the customer;

  • Customer complaints will be taken into account provided they fall within the General Terms and Conditions of Sale or the particular conditions.

5. Order annulment and cancellation

  • The total or partial cancellation of orders will only be valid after express written acceptance by ACL. S.A.;

  • The acceptance of any cancellation or annulment of an order by ACL. S.A. does not oblige this company to accept an identical order under the conditions previously established;

  • ACL. S.A. reserves the right to annul orders pending delivery for lack of payment under the conditions referred to below;

  • In all cases not covered by the preceding paragraphs, payments made as a deposit and on account of the price, and any additions thereto, shall always be deemed forfeited in favour of ACL. S.A., which may also demand compensation for any losses caused by the annulment or cancellation of the orders.

6. Prices, payment terms and taxes

  • Prices, unless otherwise indicated, are exclusive of VAT or other taxes. Invoicing will always be at the rate in force on the date of supply;

  • Whenever price changes occur, the new prices will apply to all orders pending delivery, and such change will be immediately communicated to the customer;

  • If the customer does not accept the new price, they may cancel the order by informing ACL. S.A. within a maximum of 8 days from the date on which they were notified of such change. After this period, the customer is deemed to fully accept the new conditions without reservation;

  • In the case of corrective maintenance, the amount of the call-out fee and the team's hourly rate will be presented in advance. Any components to be replaced require the customer's prior approval of their cost;

  • Unless expressly stipulated otherwise, materials, supplies and services shall always be paid for immediately, at the invoice amount;

  • In the event of late payment in relation to the fixed dates, the amounts due shall be subject to default interest under the legislation in force, plus 5 percentage points, as a penalty clause;

  • All obligations assumed by ACL. S.A. upon confirmation of the order cease immediately if the customer fails to comply with the agreed payment conditions, with the customer being responsible for any expenses for reconditioning or, where applicable, replacement of the goods covered by the terminated agreement;

  • ACL. S.A. may at any time cancel the supply of products and services where credit limits or payment deadlines are exceeded;

  • Partial deliveries and partial invoicing of orders and services are permitted.

7. Deliveries, shipping, reservations and exclusions

  • Deliveries are made to the customer's address, unless otherwise indicated;

  • Where, at the customer's request, the goods are delivered to a worksite, the customer undertakes to ensure the physical presence of someone to receive and check the delivery; otherwise, the goods will not be delivered. The costs associated with a second delivery of the same goods shall be borne and paid exclusively by the customer;

  • Orders are delivered by semi-trailer, and it is the customer's responsibility to ensure vehicle access as well as the payment of any fees or permits required to carry out unloading;

  • Unloading may not exceed one hour;

  • If the items are transported on pallets, a cost of €15/pallet will be added; these may, at the customer's expense, be returned to our facilities for reimbursement of the respective amount;

  • If shipment is delayed for any reason beyond ACL. S.A.'s control, the supplies shall be deemed to have been delivered at the agreed place and date, with the risks and costs of upkeep and storage borne by the customer;

  • Delivery times are provided for guidance only;

  • Delivery times are counted from the latest of the following dates: (1) confirmation of the order, (2) payment of the advance provided for or agreed by the parties, or (3) the supplies the buyer has undertaken to provide;

  • In the event of delay in the payment instalments due, up to the total value of the supply, ACL. S.A. reserves the right to withhold its performance, postponing the delivery date of the supply;

  • Delivery times may be extended in duly justified cases, as well as for reasons of force majeure, namely difficulties in the acquisition, production, transport or import of goods and, in general, for reasons beyond ACL. S.A.'s control. In any of the above cases, ACL. S.A. undertakes to inform the customer of any situation deviating from what was initially planned by the parties;

  • Material reservations are only accepted for a maximum period of 8 days and upon full payment of the value of the reserved material;

  • If, under the agreement concluded, the installation of the material on the premises is the responsibility of ACL. S.A., the customer shall ensure that all necessary conditions are in place, namely providing access to the site, supplying all plans and projects that prove necessary, and the existence of water and electricity supply and all necessary licences;

  • Whenever the work involves dismantling materials previously existing on site, ACL. S.A. is only responsible for the dismantling and assembly of the materials it supplies, excluding all civil construction work, namely masonry, plastering, painting, opening and closing of chases and holes, foundations for the installation of the equipment, metal structures for the installation of the equipment and for access for future maintenance, waterproofing, opening of ducts for the routing of infrastructure, etc.;

  • During the execution of work in small indoor spaces, and in order to safeguard the health and safety conditions of its employees, ACL. S.A. reserves the right to require that the space remain temporarily unoccupied, undertaking, in this case, to carry out the work in the shortest possible time;

  • Also excluded from ACL. S.A.'s responsibility are work outside working hours, processes entailing costs with inspection, certification and distribution entities, and equipment maintenance during the warranty period.

8. Second-choice products

  • For the purposes of these General Terms and Conditions of Sale, “Second-Choice Products” are those which, although suitable for use and for the fulfilment of their normal function, present characteristics, technical specifications, dimensions, shades, finishes, aesthetic defects, irregularities or other non-conformities in relation to first-choice products of the same range, as identified by ACL, S.A. in the proposal, order, invoice, delivery note or any other document accompanying the supply;

  • The customer declares that they acknowledge that the price of Second-Choice Products precisely reflects the diminished characteristics, imperfections or non-conformities referred to above, as well as the possible limitation of the respective warranty;

  • By purchasing Second-Choice Products, the customer declares that they had prior knowledge of their specific characteristics and of the non-conformities distinguishing them from first-choice products, expressly accepting them and taking them into account in their purchase decision;

  • The customer waives, to the maximum extent permitted by applicable law, the right to invoke any defect, lack of quality, fault or non-conformity of the Second-Choice Products resulting, directly or indirectly, from the characteristics, imperfections or non-conformities identified and communicated by ACL, S.A. in the contractual documents referred to in paragraph 1 of this clause, and may not, on the basis of those characteristics:

    • refuse to accept delivery of the Second-Choice Products;

    • demand their replacement with first-choice products;

    • terminate the contract or request a price reduction;

    • claim any compensation for damages arising from those same accepted characteristics or non-conformities.

9. Retention of title

  • ACL. S.A. retains ownership of the goods and equipment supplied until full payment of the respective price. The return of goods and equipment delivered and unpaid may be demanded at any time once the debtor (customer) is in default of payment, and all costs of collection and transport of the material supplied shall be borne by the customer;

  • Ownership of the goods and equipment supplied by ACL. S.A. only transfers to the customer when their value has been paid in full;

  • However, from the date of delivery of the products, the customer shall bear the risks of loss or deterioration of those supplies, as well as liability for damages or defects that may result from them, thereby acting as faithful depositary and lawful possessor of the material supplied by ACL. S.A.;

  • Under penalty of compensation, the customer may not refuse to return the goods and equipment supplied, whether to ACL. S.A. or to any other person expressly mandated for that purpose by its management;

  • In the event of a court decision, attachment of assets or insolvency of the customer, advances received by ACL. S.A. shall automatically become its property, as a penalty, without prejudice to other applicable obligations/compensation.

10. Transport. Customs.

  • Any and all transport and insurance operations and customs expenses are at the customer's expense, and supplies are made at the customer's own risk, notwithstanding the provisions on retention of title. It is for the customer to notify the carrier, even if chosen by ACL. S.A., within the legal deadlines, of any reservation regarding the condition of the supplies;

  • In the case of shipment by ACL. S.A., and in the absence of stipulation to the contrary, shipment shall always be made with carriage payable on arrival.

11. Warranty

  • The warranty granted to natural persons falling within the category of consumer corresponds to the legislation in force, in particular Decree-Law no. 84/2021, of 18 October;

  • The warranty for legal persons or natural persons acting within the scope of their professional or business activity applies as follows:

    • New materials: 2-year warranty;

    • Second-choice materials: 1-year warranty;

    • Installation: 2-year warranty;

    • Repairs: no warranty.

  • The warranty period begins upon issue of the invoice or provisional acceptance;

  • The warranty provided does not include labour and travel costs inherent to the replacement of parts and/or equipment, which shall be borne by the customer;

  • The warranty granted ceases immediately in the event of:

    • Lack of preventive maintenance;

    • Tampering with the installation and/or equipment;

    • Intervention in the installation and/or equipment by entities other than ACL. S.A.

12. Civil liability

  • ACL. S.A. shall bear no liability whatsoever for any personal injury or material damage arising from an accident occurring as a result of the improper use or tampering with the material supplied, or resulting from repair, upkeep or maintenance work carried out by the customer or by third parties on their behalf;

  • The customer is solely responsible for any personal injury or material damage arising from their failure to comply with general rules or with express instructions given by ACL. S.A. or its personnel during assembly, repair, upkeep or maintenance work on the material supplied;

  • ACL. S.A. shall likewise not be liable for any damage or loss, even accidental, that the product or its use may cause to the customer or third parties, nor for consequential damages, loss of profit, loss of business and/or loss of production resulting from any of its supplies and/or services.

13. Returns

  • No return will be accepted without ACL. S.A.'s prior express acceptance regarding the sending of the material for expert examination. Shipping costs shall always be borne by the customer;

  • Returns will only be accepted if the goods are packed in their original packaging and in perfect condition. If anomalies, missing parts or damaged material are found, ACL. S.A. reserves the right to apply a devaluation of up to 40%, depending on the severity of the situation, or even to refuse the return;

  • Returns of non-standard (made-to-measure) products will not be accepted, except in cases of proven manufacturing defect and within the warranty periods.

14. Suspension

  • In the event of the customer's breach of the terms of the agreement, ACL. S.A. reserves the right to suspend the agreement and postpone the deadline for delivery or provision of services, without any breach being attributable to it or any liability for the payment of sanctions, penalties or performance obligations (such as bank guarantees or other performance by ACL. S.A.);

  • The maximum period of suspension of the agreement shall be 90 (ninety) days. After this period, ACL. S.A. reserves the right to terminate the agreement by registered letter with acknowledgement of receipt;

  • Where the agreement is suspended, regardless of the reason for the suspension:

    • The costs of mobilisation or demobilisation of ACL. S.A. personnel shall be borne by the customer, at a minimum amount of 20% of the study hours;

    • A storage fee of 1% of the value of the stored goods is due for each month of storage, with a minimum amount of €100.

15. Data protection

15.1. For the purposes of data protection legislation, ACL. S.A. is the controller of the personal data collected in the context of the commercial relationship, with the contact details indicated in the header of these General Terms and Conditions of Sale, and data subjects may contact the Data Protection Officer via the email dpo@aclweb.pt. ACL. S.A. declares that it complies with Regulation (EU) 2016/679 (GDPR), Law no. 58/2019 and other applicable legislation on data protection and privacy.

15.2. ACL. S.A. processes the identification, contact, invoicing and contract-performance data of the customer and of its representatives or contact persons, strictly necessary for the commercial relationship.

15.3. The data are processed for the following purposes and lawful bases:

  • 15.3.1. management of the contractual relationship, orders, deliveries and provision of services - performance of the contract (Article 6(1)(b) GDPR);

  • 15.3.2. invoicing and compliance with legal, tax and accounting obligations - compliance with a legal obligation (Article 6(1)(c) GDPR);

  • 15.3.3. debt collection management, fraud prevention and the exercise or defence of rights - legitimate interest of ACL. S.A. (Article 6(1)(f) GDPR).

15.4. The sending of commercial communications and information about ACL. S.A.'s products, services and campaigns is based on the data subject's consent (Article 6(1)(a) GDPR), which is free and optional, does not condition the conclusion or performance of the contract and may be withdrawn at any time, without retroactive effect, through the contact details indicated or the unsubscribe mechanism provided in each communication.

15.5. The data may be communicated to entities subcontracted by ACL. S.A. (namely providers of IT, transport, invoicing or debt-collection services) and, where there is a legal basis, to competent public authorities. ACL. S.A. ensures that its processors act under a written contract complying with Article 28 GDPR.

15.6. Whenever data are transferred to a third country or international organisation, ACL. S.A. ensures the existence of an appropriate transfer mechanism under Articles 44 to 49 GDPR.

15.7. The data are kept for the duration of the contractual relationship and, after its termination, for the periods required by applicable legislation, namely the 10-year period applicable to supporting accounting and tax documentation (Article 40 of the Commercial Code and Article 130 of the Corporate Income Tax Code), after which they are deleted or anonymised. Data processed on the basis of consent for marketing purposes are kept until such consent is withdrawn.

15.8. Within the legal terms and limits, the data subject may exercise the rights of access, rectification, erasure, restriction, portability and objection, as well as withdraw the consent given for marketing purposes, by request addressed to the contact details indicated, and lodge a complaint with the Portuguese Data Protection Authority (CNPD).

15.9. ACL. S.A. adopts the appropriate technical and organisational measures to ensure the confidentiality, integrity and availability of personal data, protecting them against unauthorised or unlawful processing and against accidental loss, destruction or damage.

15.10. In the event of a personal data breach likely to result in a risk to the rights and freedoms of data subjects, ACL. S.A. shall notify the CNPD within a maximum of 72 (seventy-two) hours after becoming aware of it, pursuant to Article 33 GDPR, and, where the risk is high, shall also communicate it to the affected data subjects, pursuant to Article 34 GDPR.

16. Jurisdiction

  • If the parties fail to reach an amicable agreement, it is expressly established that all disputes shall fall within the exclusive jurisdiction of the Court of the Judicial District of Braga (competent instance and section), to the exclusion of any other, even in the case of appeal or plurality of litigants;

  • In the event of a dispute, the consumer customer may resort to an Alternative Consumer Dispute Resolution Entity, namely the Consumer Conflict Arbitration Centre - Porto (CICAP), headquartered at Rua Damião de Góis, no. 31, loja 6, 4050-225 Porto, website www.cicap.pt, which has general competence and national territorial scope. More information at the Consumer Portal (www.consumidor.pt).

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