i4Devices – Internet for Devices, Lda (i4Devices) is a private limited company registered in Portugal.
Unless otherwise stated, the purchase and sale / supply and provision of services with i4Devices are governed by Portuguese law and by these General Terms and Conditions of Sale.
Our sales are made exclusively on the basis of these General Terms and Conditions of Sale, which will form an integral part of the purchases and sales/supplies and provision of services, and therefore bind the contracting parties.
References by the Contracting Parties to General Terms and Conditions of Sale, whether in orders or in other documents preceding orders, which are different from these, shall not be considered under any circumstances, and these shall always prevail.
Any additions to this document must be agreed in writing between the parties and signed by those responsible for them.
1. Obligation to deliver
The written order confirmation issued by i4Devices is the only document that must be considered in the obligation to deliver.
Orders will only be deemed to have been accepted if they are confirmed by i4Devices in writing (by letter or e-mail).
Additional agreements, exceptional conditions and subsequent changes to the contract also require our written confirmation.
Any other Terms and Conditions of Sale that alter or contradict these General Terms and Conditions of Sale will only be recognized and accepted if they have been expressly confirmed in writing by i4Devices’ managers.
In the event of a change in circumstances and a reduction in the payment guarantees with respect to the buyer after the conclusion of the supply/order contract, i4Devices shall notify the buyer that it intends to terminate the purchase contract on the basis of said facts.
In the absence of a response within 5 working days, or in the event of a response deemed insufficient and/or unsatisfactory, i4Devices reserves the right to unilaterally terminate the contract and consequently release itself from the obligation to deliver, without this giving rise to the payment of compensation or indemnity to the buyer.
In the event that the buyer is already in default due to breach of contractual obligations (namely payment of the purchase price within the agreed payment period), i4Devices shall be entitled at any time to unilaterally amend the payment terms for future deliveries, which, without the right to object, shall be communicated to the buyer 5 days in advance of the delivery.
2. Delivery time
Delivery times shall only be binding if and when set out in the order confirmation, when expressly confirmed in writing as “fixed” or “binding”.
In the absence of any explicit “fixed” or “binding” information, our delivery times are subject to change.
The delivery deadline must be met, unless unforeseeable circumstances or circumstances that do not depend on the will of the contracting parties occur, such as any cases of force majeure that prevent compliance.
Such circumstances shall also include, without excluding any others, armed conflicts, interventions and prohibitions by official bodies and authorities, delays in manufacturing, transport or customs, loss in transit, shortages of energy or raw materials, or loss of a substantial or significant part of the workforce, labour disputes, or the loss of a major subcontractor who is difficult to replace; the same shall apply in the event of such circumstances occurring in relation to subcontractors or sub-subcontractors.
In the event of such impediments, i4Devices is expressly authorized to postpone deliveries and/or implementations for the period of the impediment, or to terminate the sales contract due to the impossibility of performance, in which case no indemnity or compensation whatsoever shall be payable to the purchaser.
In the event that the agreed delivery time is exceeded by more than 8 weeks, and it is proven that i4Devices is entirely to blame, then the buyer shall have the right to withdraw from the contract.
However, this right of unilateral withdrawal is subject to the buyer informing i4Devices of their intention by registered letter at least 14 days before the date on which it will take effect.
However, if the delivery of the good or service that is the object of the purchase and sale still takes place within the 14-day period, the rescission does not take effect.
3. Delivery
Delivery of the goods or services purchased from i4Devices will be made exclusively on the basis of these General Terms and Conditions of Sale, which the buyer accepts and acknowledges as binding.
Transportation of the goods is the responsibility and risk of the buyer.
Insurance for deliveries will only be taken out at the express wish of the buyer and is also their responsibility.
The weight of the goods determined at the point of departure must be considered binding on both parties.
i4Devices reserves the right to overdeliver or underdeliver by up to 10% of the quantity, without this giving rise to any claim on the part of the customer or determining a breach of contract.
Once orders have been placed by the customer and their receipt has been confirmed by i4Devices, they cannot be canceled, except with the express written acceptance of cancellation by i4Devices.
Once orders have been placed, the delivery date cannot be rescheduled at the customer’s request within 30 days of the confirmed delivery date.
Once orders have been placed, the delivery date can be rescheduled by the customer only once: up to a maximum of 30 days if the rescheduling request is received in writing between 120 and 30 days before the confirmed delivery date; up to a maximum of 60 days if the rescheduling request is received in writing more than 120 days before the confirmed delivery date.
Orders for goods or services whose offer and/or confirmation has explicitly stated “Non-Cancellable and Non-Returnable – NCNR” may not be canceled or rescheduled in any form or under any circumstances.
The buyer is obliged to accept delivery and/or provision of services on the confirmed or agreed date. In the event of goods being returned unduly because they are not defective, the buyer shall bear all shipping and eventual dispatch costs, the costs of appropriate storage, and the costs of additional packaging.
The return of goods or the failure to provide services does not release the buyer from the obligation to pay the invoice.
If the invoice has not been paid, if the goods are returned, if the buyer refuses delivery on the agreed date, or if the services are not provided, i4Devices reserves the right to debit the customer for all charges incurred (including bank, storage, judicial and extrajudicial charges, including lawyers’ fees and any other charges) as well as interest on late payment at the maximum legal rate in force, calculated on a daily basis from the due date of the invoice until the day of actual payment.
Returned or unaccepted goods will be stored at the buyer’s risk at our premises from the date of confirmed or agreed delivery or the date of return, and i4Devices has the right to charge storage costs.
After three months, the customer loses the right to the goods and i4Devices may use them freely. For this purpose, i4Devices must inform the customer in writing, indicating the amount owed for the goods, the respective costs and charges (banking, storage, interest and any others), as well as any loss of profits considered until the possible reuse.
4. Warranty and compensatory damages
The technical information provided should be considered as guidelines.
i4Devices reserves the right to make design changes or improvements at any time.
In turn, the client is responsible for implementing, applying, incorporating and/or installing the products and services into their final systems/products or networks, in terms of software and hardware.
Complaints about the quality, type or quantity of goods must be reported to i4Devices in writing within a maximum of 7 days immediately after receipt of the goods; hidden defects must be reported in writing within a maximum of 30 days immediately after their detection and within 6 months after delivery of the goods.
In the event of alterations to the goods after dispatch by i4Devices, breach of warranty seals, or misuse or defective installation, then any obligation of i4Devices shall lapse.
A warranty period of one year is agreed from delivery of the goods to the customer. In the case of goods manufactured or produced by third parties, the warranty periods are those of the manufacturer.
Goods purchased with a defect must be returned to us carriage and postage paid, or made available for our inspection, at i4Devices’ convenience. Upon receipt of the material and verification, if the complaint is justified, we will replace or repair it (at i4Devices’ discretion) free of charge including return transportation to the customer. i4Devices will attempt to rectify the defect if this is not impracticable. In the event that it is impossible or impractical to rectify the defect, in particular if it involves us incurring disproportionate costs, we reserve the right to settle the claim under warranty by means of a credit for the value of the material in question, a reduction in the price, or termination of the contract, always at the discretion of i4Devices.
Claims for compensation will not be granted.
Liability in the event of a defect shall not refer to natural wear and tear, damage resulting from incorrect or negligent storage or use, phenomena of nature, mishandling or incorrect installation, use of accessories, batteries or chargers other than those of origin, short circuits or overloads, mechanical damage, water damage, or excessive voltages/currents, or the action of chemicals or electricity, which occur without the intervention or responsibility of i4Devices or our suppliers.
The Buyer agrees that, if i4Devices acknowledges a claim within the warranty period, it (i4Devices) shall be entitled to repair or have repaired the defect detected by a specialized company of its choice, to be indicated to the customer, thereby fulfilling its legal and contractual obligations in this regard for all purposes.
Liability of i4Devices for acts of simple negligence, compensation for indirect damages such as production interruptions or production shutdowns, expenses for overtime work incurred by the buyer and related expenses, compensation for financial losses, lost profits, interest rate losses, compensation for damages arising from third party claims against the buyer is excluded.
5. Prices
Prices in EURO, unless another currency is expressly mentioned, apply ex warehouse (ex-works Alfragide), including packaging, to which is added any other tax or duty which, under the terms of the law, is or will be due to the State, in addition to the Value Added Tax (VAT) in force on the date of sale.
Prices must include costs and are calculated according to the exchange rates applicable at the time of our proposal or order confirmation; in the event of changes in costs and/or changes in exchange rates resulting from the delivery date, i4Devices is authorized to pass them on in the price.
In the event of the business transaction being concluded in a foreign currency, the conversion will be made on the basis of the exchange rate for the foreign currency (purchase price) published by the Bank of Portugal on the date of our confirmation of the order, or on the date of delivery, at i4Devices’ discretion, with the exchange rate risk being borne by the customer.
In the event of disagreement with the pricing in accordance with the criteria set out herein, the buyer is obliged to inform us immediately by registered letter or e-mail, stating the reasons for their disagreement.
Then, whether or not the reasons given are taken into account, i4Devices will definitively set the price and currency.
6. Payment
Unless otherwise communicated in writing, payments will be made exclusively in the manner and at the locations indicated on the invoice.
Payment terms are also those stated on our invoice. If the invoice is silent, full payment is considered to be due with the order.
The costs of payments made to i4Devices by bank transfer are borne in full by the customer, so that the amount credited to i4Devices’ account is the exact amount of the invoice.
If payment is made by means other than bank transfer, the costs of any negotiation and collection will be borne by the buyer.
The buyer is under no circumstances or for any reason entitled to withhold or set off payments, whether in court or out of court.
If the agreed payment dates are exceeded, and without the need for a reminder, the buyer will be in default and interest will be due, which the buyer agrees to pay to i4Devices per day of delay at the maximum rate in force for default interest, plus five percentage points, and to reimburse all costs of notice and collection procedures. Such interest shall be charged by i4Devices at such intervals as it deems fit.
Non-payment allows i4Devices to withdraw all sales obligations that have not been executed.
In the event of a breach of the contractual obligations by the buyer, or in the event of non-payment, even for only a portion of the deal, i4Devices reserves the right to change the payment terms for all operations/transactions still in progress (for example, to consider the debt overdue and to demand the remaining payment in advance).
In the event of manifest difficulty on the part of the buyer in making payment(s), in particular in the event of default or judicial seizure of the buyer’s assets, i4Devices reserves the right to make subsequent deliveries and/or services only against payment in advance and to demand immediate payment of all invoiced and outstanding amounts, even if a payment plan has previously been put in place or a postponement of the payment date has been granted.
i4Devices, without prejudice to its rights arising from non-payment and breach of contract by the purchaser, also reserves the right to demand cash payments or additional guarantees, whether real or not, as a way of guaranteeing payment of the amounts owed.
7. Property reservation
i4Devices retains ownership of the goods sold until receipt of the last payment under the supply contract.
In the event of the buyer’s breach of contract, in particular with regard to payment, after setting a reasonable period of 30 days for the buyer to remedy the situation leading to the breach, i4Devices is entitled to take back the goods sold, and the buyer is obliged to deliver them to i4Devices.
Returning the goods automatically terminates the contract but does not exempt the customer from paying the seller’s costs, losses and lost profits.
If the buyer of i4Devices hands over the goods sold in pledge to a third party before full payment has been made, this will also result in termination of the sales contract.
In the event of delivery in pledge or other seizures by third parties, the buyer must immediately inform i4Devices in writing in order to enable i4Devices to take appropriate judicial and extrajudicial measures.
If i4Devices is not reimbursed by the third party for the judicial and extrajudicial costs it has to bear, such costs will be charged to the buyer who will have to bear them.
If the Buyer wishes to sell the goods sold/supplied to him by i4Devices through a credible and appropriate commercial transaction before payment of the full price, he undertakes to assign to i4Devices the credits (gross invoiced amount) that he obtains from the third party, whether or not he is a customer, which are necessary and sufficient to settle the outstanding price with i4Devices, regardless of the time of supply and whether the goods were sold without or after processing or installation.
i4Devices’ right to reclaim its receivables remains unaffected, but may not be exercised as long as the buyer meets its payment obligations in due form and is not in arrears with payment.
However, i4Devices reserves the right to require the purchaser to disclose existing credit and the debtor, and the purchaser must provide all the information requested and the documents relating to the deal, including any assignment of credit/financing to the third-party purchaser.
The transformation, modification, assembly or installation of the object supplied by the buyer, for the duration of the reservation of ownership, will always be carried out on behalf of i4Devices.
In the event that the material supplied is processed with other objects, not belonging to i4Devices, i4Devices acquires full/joint ownership of the new good in proportion to the value of the material supplied, compared to the other materials/components of the new good produced at the time of processing.The same conditions apply to the good created by processing, as for goods subject to retention of title.
In the event that the object of purchase and sale becomes indissolubly connected or mixed with other objects that do not belong to i4Devices, i4Devices shall acquire joint ownership of the new good at a price calculated on the basis of the proportion of the value of the object of supply to the other objects connected or mixed at the time of the connection or mixing.
If the connection or mixing occurs in such a way that the good must remain the property of the buyer because he considers himself the owner of the main good, then the buyer must be deemed to have agreed to assign joint ownership (to him and to i4Devices) in due proportion.
In this case the Purchaser shall safeguard the right of full ownership or joint ownership on our behalf.
In order to guarantee the exercise of i4Devices’ rights against the buyer, the latter must also exercise its rights from the date of installation/sale of the material supplied or the new item.
At the request of the buyer, i4Devices undertakes to partially release the guarantees obtained by it to guarantee payment of the price, when their value exceeds the amount of the outstanding amounts by 10% and to the extent that these have not yet been settled.
8. Studies, Projects and Intellectual and Industrial Property Rights
All studies, drawings, projects and documents of any kind provided by i4Devices to the Buyer are the property of i4Devices, and i4Devices is the owner of all the intellectual and industrial property rights that exist over them, and the Buyer may not disclose them to third parties or use them for any purpose other than that assigned to them by i4Devices without obtaining the prior written consent of i4Devices, and such studies, drawings, projects and documents must be returned to i4Devices as soon as i4Devices so requests in writing to the Buyer.
9. Communications between the parties
Written notifications addressed by i4Devices to the Buyer will be sent to the address indicated in the order, and any change must be communicated in writing to i4Devices.
Written notices addressed by the Buyer to i4Devices shall be sent to the registered office of i4Devices.
When registered, written communications from one party to another shall be presumed to have been received, unless proven otherwise, on the third day following dispatch, or on the first working day thereafter, whichever is the later.
10. APPLICABLE LAW AND JURISDICTION:
Portuguese law shall apply to sales and supply contracts entered into with i4Devices, of which these Terms and Conditions form part, regardless of the nationality of the purchaser/buyer.
All questions and disputes arising therefrom, as well as the application and interpretation of these Terms and Conditions shall be subject to the jurisdiction of the Court of Greater Lisbon Northwest – Amadora Courts.
11. Obligations under the contract
In the event that any/all of the provisions of the General Terms and Conditions of Sale are deemed invalid in whole or in part, the validity of the remaining conditions shall not be affected.
If this is possible, the invalid provision must be replaced by another that is more similar to it, according to the law or commercial usage.
12. Communication and information
These General Terms and Conditions of Sale are communicated to the Buyer through their inclusion in the offer, in the order confirmation or in the sales documents (delivery note, invoice, cash sale) and may be consulted by written indication/reference from the website.
Any questions that the Buyer wishes to have clarified regarding the terms of these General Terms and Conditions of Sale should be addressed to i4Devices by letter sent to its registered office or by email to info@i4devices.pt.
13. Final provisions
Additional agreements must be in writing, otherwise they will not be valid.
Any agreement entered into previously, even if written, is expressly revoked and these TERMS AND CONDITIONS take effect.