1. PREVIOUS CONDITIONS:

1.1. The General Terms of Business about to be mentioned regulate the Sales, the Supplies, the Claims, the Deliveries and Payments of the Products sold by Valter Ferreira Arcanjo, Lda. (from now on named VFA).

1.2. These Conditions are in agreement with the Portuguese legislation in force and apply to all kinds of sales made by VFA.

1.3. The term Products also comprises Services rendered by VFA, in the applicable cases.

1.4. The term “Buyer” designates any client/potential client who intends to buy from VFA.

1.5. Any changes to the present Conditions will only be valid as agreed in writing between the Buyer and VFA.

1.6. The Buyer acknowledges and accepts the present General Terms of Business, and it will keep a copy of the document.

2. ORDERS:

2.1. The placing of an order by the Buyer must be preferably done in writing by e-mail ( info@golfinho.eu ) or fax (239838193) or, as an alternative, it can be done verbally by phone (239 823463) or directly to any Client Manager from VFA. The orders can be placed in any working day of the week, from 9.00 am to 1.00 pm and from 2.00 pm to 6.00 pm.

2.2. The orders placed by the Buyer are considered to be automatically formalized/processed/accepted if there is no other information in writing by the Commercial Department of VFA. After processing the order by the VFA, the Buyer will only be able to annul it by means of a mutual agreement.

2.3. The Buyer must indicate at the order placement moment if he/she wishes to pick up the package at the VFA facilities. Otherwise, VFA will have the right to send it over according to what is mentioned in point 5.

2.4. VFA hereby reserves the right not to process the order to the Buyer if his/her financial situation is not properly reconciled or if it is not possible to collect the payment.

2.5. All the orders placed with VFA are subject to the commercial terms in force in the company, at the time of their placement.

2.6. New Orders will only be accepted if the current account of the Buyer is duly reconciled.

2.7. Product samples sent over at the request of the Buyer, that are not sent back according to what is described in point 8.2, will be charged at the fixed price in force (per unit/reference).

3. CUSTOMIZED PRODUCTS/TAYLOR-MADE (with special characteristics from the Buyer):

3.1. The minimum order amount for customized Products/taylor-made varies with the reference of the intended Product.

3.2. In works with a customized printing manufactured for the first time or in changes of works already manufactured, costs associated to the opening process of tables/clichés will have to be added to the presented price.

3.3. The tables/clichés are owned by VFA and they are not for Sale.

3.4. VFA does not guarantee, at the printing, the exact tone of the colors, whenever there is a request for special colors (namely “pantones”), and there will be difierences of tones between the final model approved by the Buyer and the printed Product.

3.5. This type of Product is not subject to return by the Buyer by reasons that are not the responsibility of VFA (see point 8).

4. REQUESTS FOR TECHNICAL ASSISTANCE:

4.1. VFA ensures technical assistance for all the products that it sells, and the Buyer must ask for this service using the same addresses referred to in point 2.1.

4.2. VFA does not supply any kind of assistance outside the Cover without a previous presentation and approval of a Budget.

4.3. In case of need to intervene in the product to make a Budgeting concerning its repair, the VFA will have the right to charge the Buyer for the costs of labor force regarding that Budgeting, even if the Buyer decides not to go through with the repair.

4.4. After the assistance provided by VFA, the Buyer has a maximum time -limit of 3 months to pick up the product. After that time, VFA will not be held accountable for any damages in the product, and it can send the product to the Buyer’s address, without a notice period.

5. TERMS OF DELIVERY/DISPATCH:

5.1. The terms of delivery that prevail are mentioned by VFA in the budget/proposal and they can vary depending on the reference of the Product.

5.2. The terms of delivery can be extended every time that, due to reasons that are not the VFA’s responsibility, it is not possible to have a compliance, and this fact will not lead to any kind of compensations.

5.3. In the case of Products that are going to be printed, the terms of delivery can be subject by the delivery, by the Buyer to final artworks in a digital format converted into curves (example of compatible files: .cdr; .ai; .pdf; .fh10 or .eps) and to the approval of the final models or printed samples (whenever it is applicable).

5.4. VFA will have the right to supply the ordered amounts up or down by 5% per reference.

5.5. In orders with a value higher than 250 Euros (without TVA included) for the Mainland, the freight costs will be paid by VFA, unless there is a reference to the costs associated to the dispatch/transportation in the budget/proposal.

5.6. In the parcels collected on delivery the Buyer will be previously informed about the dispatch date. When the dispatch is made on the Buyer’s account, VFA will have the right to charge possible costs regarding extra packaging to protect the goods during transportation.

5.7. In case of a transportation repetition and if it is the Buyer’s responsibility (closed facilities, parcel refusal, incorrect address, changes in delivery points, lack of payment or other), without a previous agreement, VFA will have the right to charge the Buyer for the inherent costs.

5.8. In the receiving of goods, the Buyer must, before signing the Delivery List of the carrier, physically check the number of parcels and compare them to what is mentioned in the List and the condition of the boxes/packages. If it finds some kind of abnormality, namely the violation/opening of the packages, the Buyer must mention/register it in the List, with the date and signature of the responsible person for its receiving.

6- PRICES AND PAYMENT TERMS:

6.1. To the prices displayed in the VFA tables, the TVA must be added to the tax in force.

6.2. The prices mentioned in the budgets/proposals sent by VFA take into account the TVA in force at the date of the sending of the budgets/proposals. VFA will have the right to change those values at the date of the invoicing if there is any updating in the TVA rates in force.

6.3. During the validity of the presented Budget, if any estimate error is detected, VFA will have the right to rectify or annul the respective budget.

6.4. The conditions presented in the budgets/proposals will only be ensured by VFA if the order is placed until the validity date of the budget/proposal. After that date, VFA will have the right to proceed to their alterations.

6.5. VFA advises the Buyer to previously request the Budget/Proposal before the order placement, to the formerly mentioned addresses.

6.6. The Buyer will have to comply with all the terms and payment deadlines mentioned in the respective Budgets/Proposals after the award of contracts.

6.7. In case of the value of the order is paid by bank cheque, it will only be considered fully closed after the cheque has been cashed in.

6.8. Lack of payment at the date of the invoice’s falling due gives VFA the legal right to collect interest at a 5% rate over the due amount (art. 559 of the Civil Code with the art. 102 of the Commercial Code).

7. METHODS OF PAYMENT:

7.1. If the Buyer decides to pay with a bank cheque, he/she must issue it to order of “Valter Ferreira Arcanjo, Lda.”. As an alternative, he/she will be able to opt b y bank transfer, supporting any kinds of expenses inherent to this type of payment, and sending the transfer supporting document to VFA (preferentially by email).

7.2. Information for Bank Transfer:

7.3. BPI > IBAN: PT50 0010 0000 3525 8550 0014 9

8. DEVOLUTIONS/COMPLAINTS:

8.1. The Complaints and/or Devolutions for Product exchange or refund will only be accepted by VFA if they are presented in writing, by fax (239838193) or e-mail (info@golfinho.eu ), in a maximum term of 5 CONSECUTIVE DAYS from the date of delivery of the respective Products. After that term, the Order is considered to have been accepted for all intents and purposes.

8.2. VFA will not be held accountable for any damages and/or defects of the Products caused by neglectful acts from the Buyer and/or misuse of those Products regarding to what is stipulated in the Catalogue, in the Operations Manuals and/or Conditions/Certificates of Guarantee in force and available to the Buyer.

8.3. VFA will have the right not to accept any Complaints/Devolutions of Products without previous notice, according to the above-mentioned, and that do not comply with the same compliance conditions at the date of their delivery to the Buyer (namely products that have sufiered any type of use, transformation, damages and/or lack of the original package/fittings/complements).

8.4. The samples offered by VFA to the Buyer are regarded as gifts and cannot be the object of devolution.

8.5. The devolution of the reclaimed Products is mandatory and is the Buyer’s responsibility, and they must carry with them the respective Devolution Notice (with reference to the number of the Invoice) within the above-mentioned deadline.

8.6. In the cases where the reason for Complaint/Devolution is not the exclusive responsibility of VFA, all costs inherent to the devolution will be supported by the Buyer.

8.7. If the motive for the Devolution is exclusively due to the unacceptability of the Products by the Buyer (discontinuance/purchase cancellation), VFA will be able to chose charging the Buyer for 10% of the full invoiced value.

8.9. VFA will also have the right not to accept any devolution due to discontinuance of the order by the Buyer in the cases of Products manufactured/sold specifically to the Buyer and that are not foreseen in the stock system in force at VFA.

9. RETENTION OF TITLE:

9.1. The Products delivered to the Buyer are owned by VFA until their full payment, under art. 409 of the Portuguese Civil Code.

10. JURISDICTION:

10.1. In case of disagreement and/or dispute between VFA and the Buyer, the presuppositions mentioned in the present General Terms of Business prevail, and it is agreed that the only competent Court of Law is the District Court of Coimbra (Portugal), refusing any others.