1. Definitions
For the purposes of this contract, the expressions contained in this clause are strictly assigned the following meaning:
- The following definitions shall apply in these terms and conditions:
- "Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out.
- "Company" means botnroll is a trademark of SAR - Soluções de Automação e Robótica, LDA, with registered address at Rua Dr. João Afonso de Almeida, 390 - Azurém - Guimarães and NIF 507410823.
- "Conditions" means these terms and conditions.
- "Contract" means any contract between the Company and the Customer for the sale and purchase of any of the Supplies.
- "Customer" means the person(s) or company whose Order for any of the Supplies is accepted by the Company.
- "Goods" means any goods (including any Software) supplied or to be supplied by the Company to the Customer.
- "Order" means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Company’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via telephone, fax, email or the Company’s online ordering facility.
- "Services" means any services supplied or to be supplied by the Company to the Customer.
- "Supplies" means any Goods and/or Services.
- Any reference within these Conditions to "in writing" includes electronic communications.
2. Conditions of Sale
All Orders are accepted by the Company subject to and in accordance with these Conditions.
The Conditions of Sale replace and exclude any terms or conditions established or mentioned in negotiations between the Company and the Client or set out in the Standard Client's Conditions of Sale. In case of conflict between other provisions of this Catalog and these Conditions of Sale or between the conditions of the order and these Conditions of Sale, these will prevail, unless the Company, in writing, agrees otherwise. Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
3. Prices
The prices of the Products are expressed in euros, with VAT included. Prices are normally established for the entire duration of the Catalog, but Botnroll reserves the right to change prices without prior notification. The prices charged are those that are in force at the time of acceptance of the order. If deliveries are subject to a Scheduled Delivery Program, the price due is the one in force at the time of order acceptance. However, if the Scheduled Delivery Program continues for more than 90 days, Botnroll reserves the right to charge additional amounts to the Customer if the price of the Products increases before the end of that period.
4. Payment
Payment must be made at the time of ordering. In the case of sending to collection, payment will have to be made to the carrier upon delivery. If the Client fails to make the payment, Botnroll, without prejudice to any other right or compensation, may:
- cancel the Order or suspend any further deliveries or performance;
- appropriate any payment made by the Customer to such of the Supplies (or any of the Supplies made under any other contract) as the Company may think fit; and
- charge interest on the amount owed, from the date of default until full and effective payment, at an annual rate of 5%, plus EURIBOR.
Botnroll reserves the right to charge 2 Euros for each copy of invoices or credit notes, in case the original is lost due to the Client's fault.
5. Orders
Botnroll reserves the right to refuse to do business with any person or company.
The mere written confirmation of orders placed by telephone must contain the express mention “Confirmation”. Botnroll will not be responsible for orders not identified in the previous terms and repeated orders will be invoiced accordingly.
Once accepted, the order cannot be canceled or canceled without the prior consent of a Botnroll administrator. Without limiting this generality, orders for Goods that are not in the catalog cannot be canceled.
Botnroll will be deemed to have accepted the order of goods when their dispatch takes place. Orders for certain Goods, in particular Goods that are not in the catalog, may be subject to a minimum order quantity or a minimum order amount, and Botnroll will use reasonable efforts to notify said minimum to the Customer before accepting the order.
6. Delivery
The Company will use all reasonable endeavours to despatch Tangible Goods ordered before 4:30 pm, Monday to Friday, on the same day or, if the order is placed after that time, the next business day, provided that the Goods are in stock. The postage is borne by the Client, although the Company will pay the postage onwards to the Client with the costs they incur.
Those items that are very large, heavy or hazardous, and the Company reserves the right to charge for delivery as standard on certain accounts. Any such charge will be notified to the Customer at the time of establishment of its account or placing of the Order to which such charge applies.
When the ordered goods are not in the catalog or are items out of stock, you will not be able to organize their delivery to the next business day, but Botnroll will use all reasonable efforts to notify the delivery deadlines of said Goods, when known.
Deliveries will be made to the address indicated by the Client.
The delivery of the Goods will be understood to be made when they are placed at the disposal of the same, at the address indicated by the Client and the provision of the Services object of the supplies will be understood as made at the address indicated by the Client. The Company reserves the right to organize the delivery of the Goods directly from the manufacturer or supplier of the Goods, to the address indicated by the Client.
The Company will be able to ship the Goods by any form of delivery available. The Company will seek to comply with the delivery or service provision estimates but, except in the situation provided for in Clause 7 below.
7. Inspection, Defects and Non-Delivery
The Customer shall check the Products as soon as possible, after delivery or, in the case of provision of services, after their performance, and, except in the case provided for in Clause 13 below, the Company will not be responsible for defects in the Products if this is not communicated to you in writing within 10 days of becoming aware of the defect. The Company is not responsible for the software included in the Goods and it is the Customer's sole responsibility to check for the presence of computer viruses prior to the use of the Goods and the Client is solely responsible for the existence of said viruses.
The quantity of Goods, as confirmed by the Company at the time of shipment, will be conclusive proof of the quantity received by the Customer at the time of delivery, unless the Customer provides evidence to the contrary. the Company will not be liable for non-delivery of Goods or non-provision of Services if this is not communicated in writing within 10 days from the date on which they should have been delivered or provided. In these cases, the Company, according to its convenience, may, under the terms of these Conditions of Sale, replace the goods or provide the services or, alternatively, refund the price.
8. Returns
Before proceeding with the return of any Goods, the Customer must contact Botnroll in order to obtain a return authorization number (“RMA”). All risks and costs related to the return of the Goods are borne by the Client, and must be in perfect condition and in the original packaging. The Customer will be responsible for returning the Goods and must be able to provide proof that he has returned them. The return of the Goods must be made within 21 days from the date of dispatch. Goods must be returned to the address we send you in writing, clearly indicating the Customer account number, order number and RMA on the outside of the package.
Botnroll will be able to freely accept or refuse the return of Goods after the expiration of 21 days. In case of acceptance, the returned Goods will be subject to a 20% restocking fee on the value of the material with a minimum of 10 €.
Botnroll will also apply this same rate when the return is due to a Customer error, including when it is made before 21 days.
Under the terms of this Clause, in no case will returns of Goods consisting of software, or that have been specifically built or that contain any harmful substance in accordance with the legislation in force, be accepted.
- Any Goods that are not in the catalog cannot be returned based on the provisions of this Condition 9.
- Any antistatic Goods or moisture sensitive components, supplied in a sealed package, cannot be returned if the “easy opening” package in which they were sent has been opened, tampered with or damaged.
9. Marketing of Goods at a Distance
If the Customer is buying as a “consumer”, as defined in Decree-Law No. 143/2001, he may, as long as he keeps the Goods in good condition, return them, being refunded at the price paid, within 14 days from the delivery date, indicating the Customer account number and order number. Goods must be returned by mail with proof issued by the post office, the Customer being responsible for the shipping costs. Upon receipt of the Goods (in accordance with this Clause), Botnroll will reimburse the Customer, within 30 days. This Clause does not apply to software opened by the Customer or with the seal removed.
10. Description
All instructions, drawings, illustrations and specifications for weights, dimensions or capacity or other information including, without limitation, statements about compliance with applicable legislation or regulations (hereinafter referred to as “Descriptions”), wherever they appear (including, without limiting it, in this Catalog, delivery notes, invoices or packaging) are only intended to provide a general idea about the Goods, but are not an integral part of the Contract. In case of divergence between the Descriptions contained in any correspondence from Botnroll or in this catalog, on the one hand, and the Descriptions made by the manufacturer, on the other, the latter will be considered correct for the purposes of the contract.
Botnroll will endeavor to ensure the conformity of the Descriptions, but accepts as true the information given to it by its suppliers and does not assume any responsibility, in any way, for any error or omission.
Botnroll may make changes to the Products as part of a program for their improvement or to comply with the legislation.
11. Transfer of Risk and Transfer of Ownership
The risk of loss or deterioration of the Goods is transferred to the Client upon delivery of the same, by Company carriers, at the Client's premises. Ownership is only transferred after receipt of all amounts due by the Client to Company. Until the moment of the transfer of ownership, the Client is considered to be a loyal depositary of Company's Goods.
In cases of full and punctual non-payment of the price, bankruptcy of the Client, appointment of administrator for all or part of its assets or judicial enforcement against it, Company will have the right to claim, by any process that it deems appropriate, the possession and ownership of the same Goods.
This Catalog is, at all times, the exclusive property of Botnroll.
12. Functioning and Adaptation to the End
The Company does not assume responsibility for information about the performance, tolerances or characteristics of the Goods, except when these have been expressly guaranteed in writing by a Company administrator. It is the Customer's sole responsibility to ensure that the Products ordered are suitable for the purpose for which they are eventually intended.
Except as provided in Clause 14, in the event that a statement by the Company, confirmed under the terms set out in this Clause, proves to be incorrect or inaccurate, Company's liability to the Customer will be limited to the refund of the price paid or, if the Company so understand, the replacement of the Products.
13. Warranty
Botnroll will attempt to transfer to the Customer the benefit of any warranty granted by the manufacturer of the Goods.
The Company will, free of charge, repair or, at the Company’s option, replace Tangible Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:
- if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
- because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Goods;
- because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Goods;
- if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period.
Any replacement Supplies provided or Goods repaired under this condition will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this condition. The Customer shall ensure that the Company’s employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making backup copies of any information on such computers or processors before the arrival of the Company’s employees, agents or representatives on the Customer’s premises.
Except in the cases provided for in clauses 7 above and 14 below, is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
14. Exclusion of Liability
Except in the situations provided for in Clauses 7 (Inspection, Defects and Non-Delivery), 12 (Operation and Adequacy at the End) and 13 (Warranty), the Company cannot be held responsible for any damage or damage to property, direct or indirect (including emergent damages) , loss of profits and other losses) with respect to:
- The. Resale, by the Customer or by third parties, of Goods or use and resale of components of these or any other articles developed from them;
- Any acts or omissions at the Customer's premises;
- Any declaration, advice or instruction, or the mere absence thereof, made without complying with the formalities prescribed in these Conditions.
Except for cases of personal injury or death caused by a culpable event attributable to Botnroll, your liability is limited, according to your convenience, to repair or replacement of
the Goods or, in the case of Services, their new provision or the refund of amounts paid under the terms of these Conditions of Sale.
15. Product Watch and ProductFind services
Without prejudice to the provisions of Clause 14:
The Company will endeavor, free of charge, to inform the Client about Products that it considers obsolete and to assist it in the search for Products that may correspond to its needs. However, it is the Customer's sole responsibility to ensure that the suggested Products are actually suitable for the purpose for which they are intended.
16. Intellectual and Industrial Property
The Products included in this Catalog may be protected by the rules of intellectual and industrial property, specifically but not exclusively with regard to patents, trademarks and copyrights.
The Company cannot be held responsible, in any way, in case of violation by the Client or any third party of any rights in this matter.
The Company owns the copyrights related to this Catalog, and its total or partial reproduction is not allowed, unless Company's previous written authorization.
17. Personal Data
“Personal Data” means, in relation to any Customer or Customer representative who is an individual, any data from which (alone or with other information in its possession) the Company can identify that Customer or representative, regardless of the form and time when this data is known. The Company may process Personal Data for all purposes set out in these Sales Conditions or that arise within the scope of the relationship between the Company and the Client, namely:
- Decision on entering into a contract with the Client. This may include searches for credit information relating to the Customer or its representative;
- Order fulfillment, administration, customer service, identification of customers' purchasing preferences and as support for the review, development and improvement of Company's business and the Goods and Services that the Company offers;
- Direct marketing about Botnroll and / or third party products and services that the Company considers to be of interest to the Client or its representative, under the terms of the legislation in force;
- Crime prevention or detection.
Data processing may involve:
- Communication of Personal Data to teh Company agents, consultants and representatives;
- Communication of Personal Data to other companies of the SAR Group whose products and services the Company considers in the interest of the Client or its representative;
- Communication of Personal Data to third parties that the Company considers in the interest of the Client or its representative, under the terms of the legislation in force.
The Client or its representative must notify SAR - Automation and Robotics Solutions, LDA Rua Dr. João Afonso de Almeida, 390 - Azurém - Guimarães if they want their data to be no longer used for any of the purposes set out in this clause.
18. Promotions
In the case of sending promotional material to the Customer regarding products and services available on the Company, these Conditions of Sale will apply to all Goods acquired from that material.
19. Country of Origin
Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacture or production of the Goods or any part of them.
20. Exports
Exports are subject to specific Sales Conditions that can be obtained from the Company's export department. The Client assumes the responsibility of obtaining, at his own expense, all necessary licenses and complying with the legislation in force on exports, both in Portugal and in the country of destination of the Goods. Certain Goods imported from the United States of America by the Company are subject to specific restrictions.
The Company reserves the right not to supply certain customers or countries and to ask the Customer for data on the end and final destination of the Goods.
21. Age requirements for certain Goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
22. Prohibited Applications
The Goods are not designed, authorised or warranted to be suitable for use in anti-personnel landmines, nuclear facilities or weapons, chemical or biological weapons, missile technology, space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage. Use or inclusion of the Goods in any such equipment, system or applications is strictly prohibited (unless the Company agrees in writing that such prohibition does not apply to a particular product) and any such use will be at the Customer’s own risk. The Customer will indemnify the Company and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.
23. Force Majeure
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under a Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
24. Recording Phone Calls
The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to or from its premises for training, security and quality purposes.
25. Legal construction
All Contracts will be regulated and interpreted according to Portuguese law. The competent jurisdiction for the interpretation and execution of this Contract is that of the District of Guimarães.
26. Final Provisions
Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.
[January] 2020