Terms and Conditions for Online Sales
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU CLICK THE “I accept the General Terms and Conditions for Online Sales” BUTTON.
In these Terms and Conditions of Sale, “Seller” means Solution Ozone®; “Buyer” means the person, firm, company or corporation by whom the order is given.
These General Terms and Conditions for Online Sales (hereinafter referred to as “General Terms”) apply to all purchase orders you place on the Solution Ozone® online store located at www.solutionozon.com (hereinafter referred to as “Website”) and your subsequent agreement with Gerozone, Lda., a limited liability company registered with the number 514 913 010 (VAT Nr) established in Incubadora da Universidade do Algarve, Campus de Gambelas, Pav. B1G15, 8005-226 Montenegro, Faro, Portugal and based at Rua dos Lírios, Nr. 2, Armazém 5E, 2860-274 Alhos Vedros, Moita, Portugal. (hereinafter referred to as “Solution Ozone®”) regarding your purchase of Solution Ozone® products or solutions.
The object of Gerozone Lda, is the research and development of ozone solutions and equipment (with Solution Ozone brand), with the aim of trading, importing and exporting them.
2. THE CONTRACT:
2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer shall be binding on Seller.
2.2 The Contract shall become effective only upon the date of acceptance of Buyer’s order on Seller’s Acknowledgement of Order Form. If the details of the Goods described in Seller’s quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.
2.3 No changes or variations to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.
2.4 Healthcare products will only be shipped according to the procedures in use at their destination. Thus, it may be necessary to present a license to use them. If the buyer does not present these documents within 60 (sixty) days, the sale will be canceled and the amount paid will be returned to the buyer with a 10 % (ten percent) fee to cover administrative costs and bank charges.
3. VALIDITY OF QUOTATION AND PRICES:
3.1 Unless previously withdrawn, Seller’s quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
3.2 Prices are firm for delivery within the period stated in Seller’s quotation and do not include any taxes (Value Added Tax, any similar and other taxes), duties or similar levies, now or hereafter enacted, applicable to the Products. Seller will add taxes, duties and similar levies to the sales price where Seller is required by law to pay or collect them and will be paid by Buyer together with the price.
3.3 The prices shown are for goods delivered, excluding freight, insurance and handling, unless otherwise stated in Seller’s order confirmation.
3.4 The Buyer may choose to take charge of the collection of the equipment sold in the Seller’s premises, being responsible for the collection, transport and packaging of the equipment that will be delivered in the original packaging.
Payment shall be made:
4.1 in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and
4.2 in the currency of Seller’s order confirmation (€ – Euro) within thirty days of date of invoice unless otherwise specified by Seller’s Finance Department. Goods will be invoiced at any time after their readiness for dispatch has been notified to Buyer. Without prejudice to Seller’s other rights, Seller reserves the right to:
(a) charge interest on any amounts in arrears in accordance with the stipulated by the Portuguese Commercial Code, pursuant to Decree-Law No. 62/2013 of May 10 and Decree No. 277/2013 of 26 August, §5 of article 102 of the Commercial Code, during the period of delay;
(b) suspend performance of the Contract (including with holding shipment) if Buyer fails or in Seller’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other contract; and
(c) at any time require such reasonable security for payment as Seller may deem reasonable.
4.3 The Buyer will be able to choose which payment method he wants. Thus, the Seller makes available to the Buyer the following means of payment for purchases made online: Bank Transfer, PayPal, Debit Card, Credit Card, Mastercard, Visa or MBWay. Bank or transaction costs shall be borne by the Buyer.
5. DELIVERY PERIOD:
5.1 Unless otherwise stated in Seller’s order confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.
5.2 Seller agrees to the delivery of the Goods in accordance with the indications of the Buyer, using the delivery service chosen by the Buyer. The Seller will be responsible for the fulfillment of the deadlines for ordering the goods and cannot be held responsible for delays or failures on the part of the carrier.
5.3 For international shipments, Seller will not be responsible for the customs control that the goods can be subject, being possible customs clearance costs of the responsibility of the Buyer. Seller is not responsible for any delays caused by customs control.
5.4 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly.
5.5 If delivery is delayed due to any act or omission of Buyer, or if you have been notified that the Goods are ready for dispatch, Buyer no longer receives or provides appropriate shipping instructions, the risk in the Goods will pass to Buyer and Buyer shall pay the Seller accordingly.
6. FORCE MAJEURE:
6.1 Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails.
6.2 If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should the Seller’s suppliers fail to supply him in whole or in part, the Seller shall not be under obligation to purchase from other sources. In such cases, the Seller shall have the right to distribute the available quantities among his customers while at the same time considering his captive requirements.
7. DELIVERY, RISK & TITLE:
7.1 The delivery time of goods can reach in one hundred and eighty (180) days, since Solution Ozone has more than one warehouse and in order to guarantee the perfect dispatch of the articles, they should be dispatched from the Central Warehouse.
7.2 Products shall be delivered to Carrier or delivered in other facility designated by Seller, unless otherwise agreed in writing between Seller and Buyer. The Buyer, at the time of purchase, has the option of choosing which Carrier company prefers, among them, CTT, DHL or DPD. The transport costs are defined by the Carrier company, and Solution Ozone is not responsible for defining them, and Solution Ozone is only responsible for charging it to the Client and later settling it with the Carrier company.
7.3 Delivery dates communicated or acknowledged by Seller are approximate only, under the contractual conditions presented by the Carrier to the Seller, and Seller shall not be liable for, nor shall Seller be in breach of its obligations to Buyer, because of any delivery made within a reasonable time before or after the stated delivery date. Seller agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that Buyer provides all necessary order and delivery information sufficiently prior to the agreed delivery date.
7.4 In the event Buyer contests delivery, Buyer must request a proof of delivery from Seller within one hundred and eighty (180) days of the date of Seller’s invoice, otherwise delivery shall be deemed completed.
7.5 Unless expressly provided otherwise in the Contract, the Goods will be delivered to the destination indicated in the Contract, using the delivery service chosen by the Buyer. The risk of loss or damage to the Products shall pass to the Purchaser upon delivery as outlined above and Buyer shall be responsible for the insurance of the Products upon delivery. The terms of delivery used in the Contract shall be defined in accordance with the terms of the Buyer (transportation service, shipping type, delivery location, etc.) and of the Carrier companies (depending on the individual terms and conditions available on the respective websites – www. ctt.pt, www.dhl.com or www.dpd.com).
7.6 The Goods Title shall pass to the Buyer on delivery in accordance with Clause 7.5.
7.7 Claims for lack of quantity, due to incorrect delivery, damages (caused by transportation) will be considered null and void 14 days after receipt of the goods by the customer.
8. DEFECTS AFTER DELIVERY:
All our products have been manufactured to precise standards, with rigid quality control through every part of the manufacturing process. Our products are extremely reliable, but like all complex equipment, it is possible that faults can develop over time.
8.1 Seller warrants
(a) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods;
(b) that Goods manufactured by Seller and/or Seller’s Affiliates shall conform with Seller’s specifications therefore and be free of defects in materials and workmanship. Seller will make good by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller’s Affiliates’ manufacture and which are reported to Seller within 12 calendar months after the receipt (the “Warranty Period”) and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. Repaired or replacement items will be delivered by Seller at Seller’s cost to Buyer. Goods replaced in accordance with this Clause 11.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later.
8.2 Notwithstanding Clause 8.1, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller’s storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorized by Seller in writing. Seller’s costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall always remain solely responsible for the adequacy and accuracy of all information supplied by it.
8.3 The Limited Warranty does not cover:
(a) abuse, tampering modification and/or disassembling other than by Solution Ozone authorized personnel;
(b) negligent use and/or misuse (including improper storage, exposure to moisture, excessive temperature, sand, dust, dirt, other pollution or other environmental conditions and failure to follow recommended precautions and operating instructions);
(c) fire, flood, lightning, strike or other acts of God;
(d) the entry of water, sand, dust, etc., inside the equipment;
(e) accidental damage;
(f) loss or damage to Equipment arising from connection to parts, accessories and consumables not authorized or recommended by Solution Ozone (including re-conditioned, tampered, re-used and/or non-genuine Solution Ozone parts, accessories and consumables). In such event, Solution Ozone reserves the right to terminate the Limited Warranty immediately;
(g) consumable items, accessories and optional items (e.g. power adapter, cable, bottles, tubes, pipes).
(h) equipment with its serial number removed, defaced or altered;
(i) equipment with security seal removed, defaced or altered.
8.4 Subject to Clause 11.1, the foregoing constitutes Seller’s sole warranty and Buyer’s exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods.
8.5 The Limited Warranty is valid only for the original buyer (“Buyer”) of the Equipment and is not transferable. Lost or damaged Warranty Cards will not be re-issued.
9. CANCELLATION AND RETURN POLICY:
This policy is an integral part of our terms and conditions.
9.1 The product pictures presented on the website are merely illustrative. The Manufacturer/Seller reserves the right to upgrade the product without having to update the website immediately.
9.2 How to cancel a purchase? Within 14 (fourteen) days the buyer must inform the seller of his decision to return the product by email to firstname.lastname@example.org, indicating the date of receipt of the purchase, the reason for the return and the date on which he will proceed to return (within the legal time for return – fourteen days).
9.3 How to return? Products must be returned, properly packed and protected to the following address “Solution Ozone, Rua dos Lírios, Nr. 2, Armazém 5E, 2860-274 Alhos Vedros, Moita, Portugal” within the cancellation period. The products must not show signs of use and must be accompanied by the original packaging in perfect condition and the respective accessories and / or consumables, and, if they have been the target of any offer, it must be included in the return, as well as must be accompanied by a copy of the invoice. Failure to verify this condition may compromise full or partial reimbursement. It is up to the consumer to bear the cost of returning the product.
9.4 Refund – In the case of a return, the refund of the value of your purchase will be made after the validation of the fulfillment of the return conditions described above (9.3) has been validated, with Solution Ozone having a period of up to 14 (fourteen) days for the effect from the moment the receipt is received. equipment in our facilities. If the equipment meets all the return requirements, the refund will be equal to the purchase price of the product. In the event of damage, Solution Ozone reserves the right to deduct any additional costs. For example, if the buyer does not include a cable, or a gift product in the return, or presents damage (scratches, dents, breaks), Solution Ozone has the right to reduce the cost of replacement to the value to be reimbursed to the customer. The refund, if the original payment was made by bank transfer, will be made by return by bank transfer to the original account, if the customer has used other payment methods, the refund will be made through a Credit Note valid for 12 (twelve) months that can be used for other purchases in our store, after which it will have no effect and the customer will lose the right to claim it.
10. PATENT, ETC. INFRINGEMENT:
Buyer warrants that any design or instructions furnished or given by it shall not cause Seller to infringe any Intellectual Property Rights in the performance of Seller’s obligations under the Contract and shall indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.
11. CHANGES OR DISCONTINUATION OF PRODUCT:
11.1 The product pictures presented on the website are merely illustrative. The Manufacturer/Seller reserves the right to upgrade the product without having to update the website immediately.
11.2 Seller reserves the right to discontinue manufacturing and sale of Products at any time. If however at any time during the term of an Agreement under which Seller sells and Buyer purchases Products on a regular basis, such regularly sold and purchased Products are to be permanently discontinued (“Discontinued Product”), Seller shall use its reasonable commercial efforts to give Buyer prior written notice of such discontinuance and shall use reasonable commercial efforts to accept last-time-buy orders for such Discontinued Product all in accordance with Seller’s product discontinuation process and general information related thereto as published on Seller’s website.
12. LIMITATION OF LIABILITY:
12.1 The aggregate liability of Solution Ozone for all Buyer’s claims arising out of or in connection with the sale or use of any Product shall not exceed the amount that Buyer has paid to Solution Ozone for such Product during the twelve (12) months immediately following the effective date of sale.
12.2 Seller shall not be liable for any failure or delay in performance if:
(a) such failure or delay results from the fact that Seller’s manufacturing volume of the Products concerned is lower than anticipated due to interruptions in the manufacturing process; or
(b) such failure or delay does not result from its fault; or
(c) such failure or delay is caused by Force Majeure as defined below or by law; or
(d) In some cases, Seller may promote certain Products for use in safety-related applications. Seller’s goal is to educate customers so that they can design their own end-product solutions to meet applicable functional safety standards and requirements. Buyer makes the ultimate design decisions regarding its products and is solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning its products, regardless of any information or support that may be provided by Seller. Accordingly, Buyer will indemnify and hold Seller harmless from any claims, liabilities, damages and associated costs and expenses (including attorneys’ fees) that Seller may incur related to Buyer’s incorporation of any Product in a safety-critical application or system.
12.3 In case of such a non-attributable failure, the performance of the relevant part(s) of the Agreement will be suspended for the period such non-attributable failure continues, without Seller being responsible or liable to Buyer for any damage resulting therefrom.
13. RELATIONSHIP OF PARTIES
The parties hereto intend to establish a relationship of buyer and seller and as such are independent contractors with neither party having authority as an agent or legal representative of the other to create any obligation, express or implied, on behalf of the other.
14. STATUTORY AND OTHER REGULATIONS:
If Seller’s obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller’s quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller’s obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.
15. COMPLIANCE WITH LAWS
15.1 Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of goods.
15.2 In no event shall Buyer use, transfer, release, export or re-export any such goods in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, permissions or license exceptions relating thereto.
15.3 If the Buyer sells Products directly to third parties including governments or public, state, local, foreign or international entities, private parties, or indirectly through a contractor or subcontractor with such entities, Solution Ozone (Gerozone, Lda) is not responsible nor make representations, certifications or cover the warranty.
15.4 Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier.
15.5 Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.
16. DEFAULT, INSOLVENCY AND CANCELLATION:
Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Buyer, if
(a) Buyer is in default of any of its obligations under the Contract and fails, within 30 (thirty) days of the date of Seller’s notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or
(b) on the occurrence of an Insolvency Event in relation to Buyer.
17.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
17.2 If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.
17.3 Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.
17.4 Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract.
17.5 GOODS PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer
(a) accepts Goods in accordance with the foregoing restriction,
(b) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and
(c) agrees to defend, indemnify and hold harmless Seller from any and all claims, losses, liabilities, suits, judgments and damages, including incidental and consequential damages, arising from use of Goods in any nuclear or nuclear related applications, whether the cause of action be based in tort, contract or otherwise, including allegations that the Seller’s liability is based on negligence or strict liability.
17.6 The Contract shall in all respects be construed in accordance with the laws of Portugal excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods and to the fullest extent permitted by law, shall be without regard to any conflict of laws or rules which might apply the laws of any other jurisdiction. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Portuguese courts.
17.7 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.
17.8 All notices and claims in connection with the Contract must be in writing.
IMPORTANT: Solution Ozone® (Gerozone, Lda) is making all the effort to comply with the deadlines established by these Terms and Conditions, however, due to the current situation caused by the pandemic COVID-19, we cannot be responsible for our raw material suppliers necessary for the development of our equipment, which can lead to a lack of raw material. Since this is an extraordinary situation, we commit ourselves, if after 180 (one hundred and eighty) days the equipment has not been properly delivered, we will contact the customer in order to together find a way to solve this. This does not invalidate the Ozone Solution effort to honor their commitments of their clients together, however, Solution Ozone is oblivious to the fulfillment of the deadlines established for the supply of raw materials, and therefore cannot be held responsible for them.
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