Version: June 2025
1. Offer, Contract Formation, Amendment, and Entire Agreement
These General Terms and Conditions of Sale (“Terms”) shall apply to all proposals, quotations, order confirmations, contracts, invoices, or other communications issued by Ultra Controlo Internacional S.A. (“Seller”) to any purchaser or client (“Buyer”) and shall exclusively govern the sale of all goods and/or the provision of services. Seller’s acceptance of any order from Buyer is expressly conditioned upon Buyer’s unqualified acceptance of these Terms in their entirety. No variation, addition, deletion, or modification of these Terms shall be binding unless expressly agreed to in a written instrument signed by an authorised officer of Seller. Any terms or conditions proposed by Buyer, whether in a purchase order or otherwise, which are inconsistent with, add to, or modify these Terms are hereby expressly rejected and shall be of no force or effect.
In the event of any conflict between these Terms and any contractual document signed by both parties, the signed contract shall prevail solely with respect to the subject matter directly governed by that agreement. All prior oral or written communications, representations, understandings, or agreements with respect to the subject matter hereof are merged into and superseded by these Terms, which constitute the full, final, and exclusive statement of the terms and conditions of sale.
Seller reserves the right to revoke or amend any quotation prior to its formal acceptance of an order, and no agreement shall arise except upon Seller’s explicit written confirmation. The commencement of work, shipment of goods, or performance of services shall not constitute acceptance of any Buyer terms.
2. Scope of Services and Buyer’s Obligations
Where Seller agrees to provide services in addition to the sale of goods, such services shall be performed with commercially reasonable diligence and professional competence consistent with industry standards and Seller’s internal protocols. The performance of such services shall be subject to Buyer’s fulfilment of its obligations, including but not limited to:Providing timely access to facilities, sites, and personnel;Furnishing accurate technical specifications, drawings, and operational parameters;Ensuring all requisite permits, approvals, and legal consents are in place before commencement;Promptly responding to Seller’s requests for decisions, data, and authorisations;Ensuring workplace health, safety, and environmental compliance at all relevant locations.
Failure of Buyer to comply with these obligations shall relieve Seller of its service-related obligations to the extent performance is impeded or rendered commercially impracticable. Any delay caused by Buyer shall entitle Seller to a commensurate extension of time and reasonable compensation for standby or idle resources.3.
3. Acceptance of Orders and Jurisdiction
Orders submitted by Buyer shall not be binding on Seller unless formally accepted in writing by Seller’s authorised representative. Seller retains the right to decline any order, in whole or in part, without obligation or liability, in its sole discretion.
These Terms and any agreement between the parties shall be governed by and construed in accordance with the laws of Portugal, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the competent courts located in Lisbon, Portugal. Buyer expressly waives any objection based on venue or forum non conveniens.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980) is hereby excluded.
4. Shipping, Delivery, Title, and Risk of Loss
Unless otherwise specified in writing, all deliveries shall be made Ex Works (FCA – Incoterms® 2020) from Seller’s designated manufacturing facility. Title and risk of loss or damage to the goods shall pass to Buyer at the time of delivery to the first carrier.
Buyer is solely responsible for:Appointing a qualified carrier;Arranging insurance for goods in transit;Complying with applicable import/export laws, including obtaining permits and handling customs formalities.
Seller may, at Buyer’s request and expense, arrange shipping logistics on a Prepaid and Add basis, subject to applicable handling and administrative charges.
All delivery dates indicated by Seller are non-binding estimates unless expressly guaranteed in writing. Partial shipments shall be permitted at Seller’s discretion and shall not constitute a breach or give rise to any right of cancellation. Seller shall not be liable for any direct or indirect loss or damage arising from delay in shipment or delivery, regardless of cause, provided that such delay is not due to Seller’s gross negligence or wilful misconduct.
If Buyer fails to take delivery of goods within six (6) months of order confirmation without prior agreement, Seller shall be entitled to cancel the order and charge storage, handling, or cancellation fees. Long-term storage may be arranged at Buyer’s cost subject to availability and written agreement.
5. Inspection and Acceptance of Goods
Buyer shall inspect all goods immediately upon receipt and conduct any necessary testing to verify conformity with the applicable specifications and warranties. Any claim for non-conformity, shortage, or visible damage must be submitted to Seller in writing within ten (10) calendar days of delivery, accompanied by all relevant evidence and documentation.
Failure to notify Seller within this period shall constitute a waiver of any claim and shall be deemed irrevocable acceptance of the goods. Buyer shall bear all costs related to testing, inspection, and return of non-conforming goods unless the goods are found to be defective due solely to Seller’s fault.
Seller shall have the right to inspect the goods in question and to verify any alleged non-conformity. If such goods are confirmed to be defective under the warranty provisions herein, Seller shall remedy the defect in accordance with the applicable warranty clause.
6. Insurance
Both parties shall maintain in full force and effect, at their own cost, such insurance coverage as is reasonably sufficient to protect their respective liabilities and obligations under these Terms. Upon written request, each party shall furnish the other with certificates of insurance evidencing coverage, including but not limited to product liability, general commercial liability, and professional indemnity insurance, as applicable.
Notwithstanding any coverage, Seller shall not be required to name Buyer as an additional insured, nor waive any rights of subrogation unless explicitly agreed to in writing.
7. Warranty
Seller warrants that all goods manufactured by Seller shall, for a period of twelve (12) months from the date of shipment, be free from material defects in materials and workmanship under normal use and service, provided that the goods are operated and maintained strictly in accordance with Seller’s published instructions and the conditions of installation were as specified at the time of order.
For any breach of warranty properly notified within the warranty period, Seller’s sole and exclusive obligation shall be, at its option:To repair the defective goods at its facility or Buyer’s site (excluding installation labor);To replace the goods with new or refurbished equivalent goods;Or to issue a credit or refund of the original purchase price.
This warranty excludes third-party components or goods not manufactured by Seller, which are subject only to the original manufacturer’s warranty. Seller shall not be liable for:Normal wear and tear;Damage arising from accident, misuse, or abuse;Improper installation, operation, or maintenance;Repairs or modifications by unauthorised personnel;Use of the goods in unsuitable or unapproved environments.
Buyer is solely responsible for assessing the suitability of goods for its intended use. Seller disclaims any warranty of fitness for a particular purpose unless explicitly stated in writing.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, OR INTERRUPTION OF OPERATIONS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SELLER’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE GOODS OR SERVICES THAT GAVE RISE TO THE CLAIM.
These limitations shall not apply to liability arising from Seller’s gross negligence, willful misconduct, or death or personal injury resulting directly from Seller’s acts or omissions where such limitation is prohibited by applicable law.
9. Export Control Compliance
Buyer acknowledges that goods and related technical data supplied under these Terms may be subject to applicable export control laws and regulations of Portugal, the European Union, the United States, and other relevant jurisdictions. Buyer represents and warrants that it shall not, directly or indirectly, export, re-export, transfer, or make available such goods or technical data in violation of any applicable law, sanction, or embargo.
Buyer shall be solely responsible for obtaining all necessary licenses, approvals, and authorizations, and shall indemnify Seller from any costs, penalties, or liabilities resulting from non-compliance.
10. Intellectual Property and Confidentiality
All intellectual property rights associated with the goods, documentation, drawings, designs, software, and technical data provided or developed by Seller, whether registered or unregistered, remain the sole and exclusive property of Seller. Nothing in these Terms shall be construed as granting Buyer any rights, title, or interest in or to any of Seller’s intellectual property.
Buyer agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by Seller, including technical specifications, pricing, and commercial terms. Such information shall not be disclosed to any third party without Seller’s prior written consent and shall be used solely for the purpose of performing under these Terms.
The obligations in this clause shall survive termination or expiration of the parties’ relationship for a period of five (5) years.
