General Terms of Sale

GENERAL TERMS AND CONDITIONS OF SALE

I. GENERAL PROVISIONS

1. By establishing a commercial relationship with INOVOCORTE SA. (hereinafter referred to as INOVOCORTE), the Client unconditionally and without reservation accepts these General Terms and Conditions of Sale, which prevail over any stipulations contained in the Client’s orders and/or correspondence, unless expressly accepted in writing by INOVOCORTE.

2. These General Terms and Conditions of Sale may be amended, suspended (in whole or in part), or supplemented by INOVOCORTE. Such changes shall take effect upon their disclosure and/or communication to the Client and shall apply to new commercial relationships established from that date onward.

3. INOVOCORTE is the sole entity authorized to make amendments, suspensions, or additions to the provisions set forth herein.

4. Any commercial transaction between INOVOCORTE and the Client is governed by Portuguese law, regardless of the Client’s domicile or registered office. The competent court for dispute resolution is the Court of Porto Este – Paredes.

5. INOVOCORTE adopts internal policies on ethics, sustainability, and compliance. The company reserves the right to suspend or terminate the commercial relationship if the Client engages in practices that violate essential legal or ethical principles or that may compromise INOVOCORTE’s reputation or liability.

II. PRICES

1. The prices indicated in the order correspond to the Incoterm defined in the specific conditions.

2. All prices are presented in euros (EUR) and do not include VAT or other legal taxes or fees.

3. Proposals or quotations are valid for 15 days.

4. The minimum order value is €100.

III. ORDERS

1. Orders must be submitted in writing by the Client or by a duly authorized representative, via email to encomendas@inovocorte.pt.

2. Only orders that comply with a proposal previously submitted by INOVOCORTE, or, in its absence, that meet these general terms of sale, will be accepted.

3. Order acceptance occurs upon the Client’s approval of the quotation. If the approval does not cover all items listed in the quotation, INOVOCORTE reserves the right to revise the previously presented prices.

The order must include:

a) Reference to the quotation

b) Item / Reference

c) Quantities

d) 2D technical drawings and 3D CAD models (e.g., STEP or IGES formats)

e) Requested delivery date (non-binding)

f) Delivery address (when applicable)

g) Contact details of the person responsible for the order

4. Upon receipt of the order, INOVOCORTE will issue an order confirmation containing:

a) Item

b) Description

c) Quantities

d) Price

e) Estimated delivery/shipment date

f) Incoterm

g) Delivery address

h) Client’s order reference

i) Internal order number

5. The Client must inform INOVOCORTE in writing of any discrepancy or objection to the order confirmation within 24 working hours of its receipt. In the absence of such notice, the order confirmation shall be considered fully accepted.

6. Orders will be produced and invoiced according to the specifications provided.

7. The Client may cancel the order until it is confirmed by INOVOCORTE. After this period, cancellation is only possible with INOVOCORTE’s approval, which may charge the Client for costs already incurred.

8. Unless otherwise specified, the delivery time is considered an estimate. Failure to meet this estimate does not justify order cancellation nor entitle the Client to compensation, unless legally required or contractually agreed.

9. INOVOCORTE shall not be liable for delays caused by force majeure events or other unforeseen circumstances that prevent production, provided that such delays are not attributable to wilful misconduct on the part of the company.

10. INOVOCORTE reserves the right to apply a minimum order processing fee, to be communicated in the specific conditions, regardless of the commercial value of the items.

IV. PRODUCT SPECIFICATIONS

1. INOVOCORTE shall not be liable for damages or alterations resulting from improper storage or use of the products.

2. INOVOCORTE shall not be liable for any direct or indirect consequences arising from misuse of the supplied products.

V. SHIPPING RESPONSIBILITY & WARRANTIES

1. INOVOCORTE will ship the order according to the Incoterm previously agreed with the Client.

a) Ex Works (EXW): INOVOCORTE’s responsibility is limited to storage and packaging costs and risks at its facilities. All risks of accident, damage, and/or destruction of the material, as well as transport costs, customs duties, taxes, and other charges, are the sole responsibility of the Client.

b) DAP: INOVOCORTE assumes full risks and costs up to the delivery location.

2. Collection of the ordered products by the Client shall be previously arranged with INOVOCORTE. If the Client fails to collect the goods on the agreed date, INOVOCORTE further reserves the right to charge storage costs or, alternatively, to dispose of the material after a minimum period of 15 days following notification with all associated costs to be borne by the Client.

3. The Client is responsible for inspecting the product immediately upon receipt. Any transport-related damages must be recorded on the carrier’s delivery documents and reported to INOVOCORTE within 24 hours, including any discrepancies between the order and the delivered product.

Defects not detectable at the time of receipt must be reported in writing within 6 months after delivery, unless otherwise specified.

The warranty covers only manufacturing or material defects, including:

a) Functional failures preventing normal product use

b) Structural or technical defects not caused by misuse

c) Non-compliance with agreed technical specifications

INOVOCORTE assumes no responsibility in cases of:

a) Improper, inappropriate, or negligent use

b) Product alterations without INOVOCORTE’s authorization

c) Natural wear resulting from regular use

d) Technical interventions by unauthorized third parties

e) Non-compliance with these conditions

4. Claims must be submitted in writing to qualidade@inovocorte.pt (with copy to the sales representative) and include:

a) Item reference

b) Order number

c) Delivery date

d) Description of the issue

e) Non-conforming quantities

f) Photos , whenever possible

INOVOCORTE reserves the right to request the return of the non-conforming product for analysis.

All claims will be registered, analysed - technically and commercially- and the conclusions will be communicated to the Client.

VI. PAYMENT TERMS

1. Orders must be paid by bank transfer.

2. INOVOCORTE exclusively defines the payment terms, as described in the specific conditions.

3. In case of non-compliance (invoices or accounts not settled within the agreed deadlines), INOVOCORTE reserves the right to:

a) Charge late-payment interest at the legally applicable rate for commercial credits

b) Claim compensation for damages and/or losses resulting from non-compliance

4. Until full payment is received, INOVOCORTE retains ownership of the goods indicated on the invoice.

VII. INTELLECTUAL PROPERTY & CONFIDENTIALITY

1. For orders of specific products, INOVOCORTE undertakes to manufacture according to the technical specifications provided by the Client, who assumes full responsibility for the authorship of drawings, models, and other technical elements, ensuring that no third-party rights are infringed.

2. INOVOCORTE shall not, under any circumstances, be liable for compensation arising from copyright or intellectual property violations.

3. All technical, commercial, visual, or strategic information exchanged between the parties — including drawings, plans, specifications, samples, prices, and conditions — is considered confidential.

4. Both parties agree to:

a) Use confidential information exclusively for contractual purposes

b) Not disclose, reproduce, or share such information without prior written consent from the disclosing party

c) Protect the information with at last the same level of care as that applied to their own sensitive information

d) Maintain confidentiality during the contract term and for a minimum of 5 years after its termination