General Terms and Conditions of Sale, Delivery and Payment
The sale of products from Panicongelados - Massas Congeladas S.A. ("seller") is governed by the conditions described below, in accordance with the practices in force in the industry and trade of bread and pastry. These conditions are accepted by the buyer and prevail over any other conditions of sale eventually used by the latter.
- The following General Terms and Conditions of Sale, Delivery and Payment are applicable to deliveries and sales by Panicongelados - Massas Congeladas S.A.. They shall apply exclusively to supplies and sales made within the territory of mainland Portugal and the Islands.
- The general terms and conditions of purchase of the Customer are excluded unless previously approved in writing by Panicongelados.
- Offers and proposals as well as data, prices, characteristics and all other information reproduced in Panicongelados catalogues, leaflets, price lists, circulars, etc are merely indicative in nature and can be altered without prior notice. The aforementioned elements will only bind Panicongelados in the event of explicit acceptance or confirmation of the order. Verbal statements made by representatives of Panicongelados will only be legally binding if explicitly confirmed in writing. Without prejudice to the aforementioned, the right is reserved to revoke any proposal in the event that the Customer does not accept it within thirty days of the date of receipt.
- Prices are those stated in the table or quotation previously presented and accepted, being always applicable the relevant VAT rate.
- Panicongelados reserves the right to adjust prices at any time, namely due to the increase in the cost of raw materials, manufacturing or transport, or others, should such an increase occur prior to the effective date of the order. The new prices will be applied to all orders pending at the date of the change. If the customer does not accept the new price, the order can be cancelled by informing Panicongelados in writing eight days after the date of notification of the price increase, after which time the customer is deemed to have tacitly accepted the new price.
- For orders for which no price has been agreed upon, the price list valid on the day of delivery will be applied.
- Confirmed prices will only apply if the confirmed quantities are accepted.
- Panicongelados reserves the right to make partial deliveries, which will be charged separately, unless otherwise stated in writing. Prices and other information contained in catalogues, tables and brochures, etc. are for informational purposes only. The prices in force at the time of delivery shall apply.
Conditions of Payment
- After the invoice is issued, payment must be made within 15 days. Payment is considered to have been made when the amount is available. Payment may be made by the following means: bank transfer, Multibanco reference, Paypal or cash.
- Cheques may be accepted with the explicit authorisation of Panicongelados. Charges relating to discounts and other expenses are borne by the Customer and will have to be paid immediately. .
- Irrespective of the Customer's other arrangements, all payments will invariably first be credited to the amount of interest and costs and only then to the amount of the oldest receivable.
- For late payments, interest may be charged at the statutory rate. Panicongelados reserves the right to make any other claim for compensation.
- All amounts receivable, even if an extension has been granted, will have to be paid immediately in the event of non-payment, bad cheques, interruption of payment, initiation of proceedings with a view to settling the debt, insolvency proceedings, non-compliance with payment terms, or if circumstances arise that negatively affect the Customer's credit rating.
- Panicongelados also reserves the right to make pending deliveries only against prepayment or after defining an adequate subsequent delivery period, and also the right to terminate the contract and demand payment of compensation instead of making the delivery.
Panicongelados reserves the right to specify packaging at its sole discretion.
Terms and Conditions of Delivery and Hindrances to the Delivery
- Delivery times are only indicative. Delivery periods shall commence on the date of order confirmation. Early and partial deliveries are permitted.
- If the Customer does not fulfil his duties of cooperation after a defined period of time, Panicongelados is entitled to take the necessary measures and to deliver the goods or to withdraw them from the part of the contract still pending delivery. The right to claim compensation for the damages resulting from the non-fulfilment or to claim compensation for the losses incurred instead of the fulfilment is safeguarded.
- Force majeure events which result in an extension of the delivery period and entitle Panicongelados to terminate the contract in full or in part.
- Failure to meet the delivery deadline will not, under any circumstances, entitle Panicongelados to compensation.
- If the goods are refused, delayed or found to be incomplete, Panicongelados shall be entitled to store or dispatch the goods at the risk and expense of the Customer. The goods shall, in this case, be deemed as accepted.
The return of orders after their delivery is subject to acceptance by Panicongelados and written communication addressed to the latter within eight days. Returns of perishable products are not accepted.
- If the product does not conform to the description given, the Customer has the right to have the product restored to conformity, free of charge, through repair or replacement, appropriate price reduction or termination of the contract.
- In the event that the Customer exercises this right, the Customer shall not be liable for any expenses necessary to restore the product to conformity, including transport costs.
- The warranty provided for in this clause covers only possible manufacturing defects of the products and does not include nonconformities that reasonably arise from an abusive or imprudent use of the products, such as not respecting the rules of conservation of food products.
- Given their particularities, the guarantee for perishable products coincides with the established expiry date.
Jurisdiction and Applicable Law
- For any dispute arising from these General Terms and Conditions of Sale, Delivery and Payments, the District Court of Leiria has jurisdiction.
- These General Terms and Conditions of Sale, Delivery and Payments are governed by Portuguese law.
In accordance with the provisions of the Personal Data Protection Act, as well as the regulations, legal advice and opinions issued by the National Data Protection Commission, the personal data received is duly processed for the purpose of managing invoicing, tax and accounting obligations. The Customer also authorizes that the data collected in the execution of any contract be transmitted to any entity with which Panicongelados may eventually establish any type of partnership, association or contract, and also authorizes that their data be used in any type of litigation, dispute, claim or audit of which Panicongelados forms part, carried out by any state or regulatory entity.
Panicongelados hereby undertakes to comply with the obligation of secrecy regarding personal data or the duty to keep them, as well as to adopt the necessary measures to prevent their alteration, loss, processing or unauthorised access, taking into account the state of technology at each moment.
The rights of access, rectification, cancellation and opposition can be exercised by means of a written request addressed to the Panicongelados headquarters, with the reference Personal Data Protection.
If a provision contained in these General Terms and Conditions of Sale, Delivery and Payment or a provision within the scope of other agreements concluded with the Customer is or becomes invalid, the validity of the remaining provisions or agreements shall not be affected.
The invalid provision shall be replaced by an agreement with a valid provision which comes as close as possible with regard to its economic result to that envisaged by the invalid provision.
Omitted cases shall be dealt with under the terms of the general law.