1. INTERPRETATION 

For the purposes of these Conditions, the following definitions shall apply: 

"Customer": the person who accepts a quotation submitted by the Supplier for the sale of the Goods or whose order for the Goods is accepted by the Supplier, in accordance with Condition 2.1. 

"Goods": the goods that will be supplied by the Supplier in accordance with the these Conditions. 

"Supplier" as RECORDIGNITION, LDA, company headquartered at Rua Cidade de Bissau, nº 47-E 

– Office 32.3 – 1800-075 Lisboa, Portugal. 

"Conditions": the standard terms and conditions of sale stipulated herein, including any special terms and conditions specifically agreed in writing between the Customer and the Supplier. 

"Contract": the contract for the purchase and sale of the Goods. 

2. BASIS OF SALE 

2.1 The Supplier will sell and the Customer will buy the Goods, in accordance with the quotation submitted by the Supplier and accepted by the Customer or with the order placed by the Customer and accepted by the Supplier, subject in any event to these Conditions, which will govern the Contract and exclude any other terms and conditions, including, in particular, without limitation,  the terms and conditions contained in the Customer's Order, provided that in cases where the Customer has entered into an Agreement with the Supplier, in the event of a conflict between the terms set forth in this Agreement and these Terms,  the terms of that Agreement shall apply. 

2.2 No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and the Supplier. 

2.3 The Supplier's employees or agents are not authorized to make any recommendations or make any representations or warranties relating to the Goods unless confirmed in writing by the Supplier. By entering into the Agreement, you acknowledge that you are not relying on any such advice, representations or warranties, which have not been confirmed as stated above, and waive any claims for breach thereof 

2.4 Any omissions or typographical, material or other errors in the commercial documentation, quotations, price list, acceptance of offer, invoice or any other document or information issued by the Supplier shall be rectified without any liability of the Supplier. 

3. ORDERS AND SPECIFICATIONS 

3.1 No order placed by the Customer shall be deemed accepted by the Supplier until confirmed in writing by the Supplier's authorized representative. 

3.2 The Customer shall be liable to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specifications) placed by it and for providing the necessary information about the Goods to the Supplier in a timely manner to enable the Supplier to perform the Contract in accordance with its terms. 

3.3 The quantity, quality and description, as well as any specifications of the Goods shall be as set out in the quotation submitted by the Supplier (if this has been accepted by the Customer) or in the order placed by the Customer (if it has been accepted by the Supplier).  

3.4 The Supplier reserves the right to make any changes to the specifications of the Goods which are necessary to ensure compliance with any applicable safety or legal requirements and other changes which do not materially affect the quality or performance of the Goods. 

3.5 Accepted orders may not be cancelled by the Customer except with the written agreement of the Supplier and on the condition that the Customer fully indemnifies the Supplier for all losses (including loss of profits) as well as all costs (including all costs of labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation. 

4. PRICE OF GOODS 

4.1 The price of the Goods shall be the price indicated in the quotation submitted by the Supplier or, in the event that no price has been indicated (or the price indicated is no longer valid), the price indicated in the published price list of the Supplier current at the date of delivery. Unless otherwise agreed in writing, all prices indicated in the quotation are valid only for 30 days or until previously accepted by the Customer. 

4.2 The Supplier reserves the right, upon prior notice to the Customer at any time prior to delivery, to increase the price of the Goods to reflect any increase in cost to the Supplier which is due to factors beyond its control (such as, but not limited to, any currency fluctuations, currency regulation,  changes in taxes, etc.).  significant increase in the cost  of labor, materials, or other manufacturing costs), to any change in delivery dates, quantities, or specifications of the Goods requested by the Customer or any delay caused by any instructions from the Customer or Customer's failure to provide adequate information or instructions to the Supplier. 

4.3 Unless otherwise stated in any quotation or price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are stated by the Supplier on a "delivered duty paid" basis. 

4.4 The price shown on the purchase order/invoice includes Value Tax Added in accordance with the legislation in force at the time of issue. 

5. TERMS OF PAYMENT 

5.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier is entitled to charge the Customer the price of the Goods at or after the Goods have been dispatched. In the event that the Goods are intended to be collected by the Customer or the Customer, through its fault, fails to receive the Goods, the Supplier shall be entitled to collect the price from the Customer at any time after notifying the Customer that the Goods are ready for collection or (as the case may be) that the Supplier has dispatched the Goods. 

5.2 Normally, the Supplier will issue electronic invoices to the Customer and the Customer hereby agrees to accept electronic invoices and waives the right to receive a paper copy. Customer will take all reasonable steps and actions required by Vendor to facilitate Vendor sending electronic invoices. 

5.3 The Customer shall pay the price charged by the Supplier for the Goods within the applicable time specified on the face of the Supplier's invoice (including VAT), even though ownership of the Goods has not yet been transferred to the Customer. The deadline for payment of the price will be an essential part of the fulfillment of the contract. Payment receipts will be issued only on request. 

5.4 If the Customer fails to make any payment on the due date, the Supplier, without prejudice to all other rights or actions thereof, shall be entitled to: 

5.4.1 Void the Agreement or suspend any other deliveries to the Customer; 

5.4.2 appropriate any payment made by the Customer in respect of the Goods (or goods supplied pursuant to any other contract between the Customer and the Supplier) as the Supplier deems most appropriate (notwithstanding any alleged appropriation by the Customer); 

5.4.3 Forward any payment made by the Client to settle accrued interest; and 

5.4.4 Charge interest to the Client (before and after any legal decision) on the outstanding amount, at the interest rate allowed by the Portuguese Legislation in force, as well as any other amounts that may be required under the Legislation. 

5.5 If the customer's payment method is set to prepayment after once the order is placed, and if there is stock, a proforma will be submitted by email for payment. 

The deadline for proforma payments is five calendar days from of the day of issue. After the proforma is issued, the material is reserved and awaiting payment. When the customer makes the respective payment, he/she must send the Proof to the email financeira@recordignition.pt. If the payment is not made within the indicated deadline (confirmed by the Financial Department or proof received in the indicated email) 

The proforma will be voided and the material will no longer be reserved. The order will remain and will be agreed to keep or not to trade track. 

6. DELIVERY 

6.1 Unless otherwise stated in any quotation or price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, delivery of the Goods to a location notified by the Customer and agreed by the Supplier shall be made by the Supplier on a "delivered duty paid" basis.  

6.2 Any dates indicated for delivery of the Goods are approximate only and the Supplier cannot be held responsible for any delay in the delivery of the Goods, regardless of the causes. The time of delivery shall not be essential unless previously agreed in writing by the Supplier. The Goods may be supplied by the Supplier prior to the stated delivery date, after reasonable notice to the Customer, the Supplier reserving the right to make partial deliveries. 

6.3 Where the Goods are supplied by way of partial deliveries, each delivery shall represent a separate contract and the failure of the Supplier to supply any one or more of the deliveries in accordance with these Conditions, or any claim brought by the Customer in respect of any one or more of the deliveries, shall not entitle the Customer to repudiate the Contract in its entirety. 

6.4 The Supplier will use reasonable endeavours to supply the Goods ordered, but shall not be liable to the Customer, if any failure or delay in delivery occurs. 

6.5 If the Customer fails to take delivery of the Goods or to provide appropriate delivery instructions to the Supplier at the time indicated for delivery, then, without prejudice to all other rights or actions incumbent upon the Supplier, the Supplier may: 

6.5.1 Store the Goods until actual delivery and charge the Customer reasonable costs (including insurance) storage; or 

6.5.2 Sell the Goods at the best readily obtainable price and charge the Customer any difference below the price set out in the Contract.