These general terms and conditions apply to all contracts concluded between WIDINOVATIONS and the contractual partner (hereinafter referred to as “Customer”), excluding any commercial conditions of the Customer, unless the contractual parties have expressly agreed otherwise in writing. Hereinafter, the customer and WIDINOVATIONS will be jointly referred to as “Parties”.
These general conditions apply exclusively to transactions with business entities. Transactions that cannot be attributed to a professional or commercial activity (“consumer transactions”) are expressly excluded here. The Customer expressly declares that he is an entrepreneur and that business is carried out exclusively by his company.
Contracts can only be concluded under these general conditions. Any divergent, conflicting, restrictive or complementary terms, conditions and regulations of the Customer must be expressly approved by WIDINOVATIONS, in writing, to become part of the Agreement. In particular, the fulfillment of contract acts by WIDINOVATIONS does not constitute consent to any conditions that deviate from these general conditions.
Conclusion of the contract
The Contract is concluded when the Customer places an order and WIDINOVATIONS accepts it.
The order is accepted when WIDINOVATIONS confirms it in writing (namely by email) or sends the corresponding delivery to the Customer. WIDINOVATIONS may also send an automated electronic order confirmation. Acceptance does not require a signature in either case.
If WIDINOVATIONS presents an offer, it is always non-binding, subject to change and revocable.
The information contained in catalogues, brochures and the like, as well as other written or oral statements, is only relevant if this is expressly mentioned in the information and order confirmation. Otherwise, such information is considered an invitation to submit an offer. WIDINOVATIONS has the right to reject such invitations or offers without any other justification.
With the exception of the WIDINOVATIONS webshop, the customer may submit an order in writing, by telephone or – if provided for certain products – electronically.
Based on European measures to combat money laundering and terrorist financing, WIDINOVATIONS reserves the right to initiate a process to obtain information about its client.
Prices and Payment Conditions, Compensation and Attributions
The prices set do not include packaging, loading and VAT. If duties, taxes or other charges are charged in connection with delivery, these will be borne by the Customer. If any transport insurance requested by the Customer is agreed upon for delivery to the destination, this will also be charged separately. The packaging will only be returned by express agreement.
Unless expressly agreed otherwise in writing, payment must be made within 7 (seven) days from the date of issuance of the invoice, free of deductions. WIDINOVATIONS also has the right to make the acceptance of an order dependent on the provision of a security deposit or advance payment (e.g. advance, bank guarantee, etc.), in particular, but not exclusively, if WIDINOVATIONS takes knowledge of circumstances related to the Customer’s economic situation, whereby WIDINOVATIONS is no longer or appears to be no longer sufficiently certain as to the fulfillment of its claims, or if the Customer is in default of payment.
To settle the invoice, payments must be made by bank transfer to the specified WIDINOVATIONS bank account or, if provided for certain products, by credit card.
If payment in installments is agreed, the entire amount outstanding will become due if an installment is not paid.
Checks and bills of exchange are only accepted by special arrangement and only on account of payment, not in lieu of payment. Checks and bills of exchange are only valid as payment after they have been definitively and irrevocably withdrawn, that is, on the value date on which they are credited to WIDINOVATIONS by the bank. WIDINOVATIONS may refuse payments offered by check or bill of exchange without having to give reasons.
If the payment deadline is exceeded, the Customer defaults without the need for special notification from WIDINOVATION. Unless expressly agreed otherwise in writing, the Customer must pay legal default interest set for commercial transactions. For the first notification for payment, after the due date, €50.00 (fifty euros) Euros will be charged. Extrajudicial and judicial expenses arising from failure to pay on time, including the intervention of a legal advisor, lawyer, solicitor or a debt collection agency, will be borne by the Customer.
In the event of non-payment by the Customer, WIDINOVATIONS has the right, even after acceptance of the order and without setting a grace period, to refuse the agreed service (partial) or delivery (partial) until the full payment is made.
The execution of counterclaims for compensation or the exercise of retention rights by the Customer is excluded unless the counterclaim has been legally established or is expressly recognized by WIDINOVATIONS.
Under no circumstances is the Customer authorized to assign to third parties a claim to which the Customer is entitled against WIDINOVATIONS.
Any cost or price estimates are prepared to the best of WIDINOVATIONS’ knowledge, but their accuracy cannot be guaranteed. If there is an increase in costs after placing the order, WIDINOVATIONS will immediately notify the customer of this fact. If costs are exceeded by up to 15%, these costs can be invoiced without further delay. If costs are exceeded by more than 15%, the parties must enter into new price negotiations with the aim of agreeing on an amicable price adjustment.
Risk Transfer and Location
Shipping is always at the Customer’s expense and risk (Incoterms 2020).
Use and risk pass to the Customer when delivery is dispatched from the place of fulfillment. This also applies if it is a partial delivery, if the delivery takes place as part of an assembly or if the transport is carried out or organized and managed by WIDINOVATIONS.
The place of delivery and payment is WIDINOVATIONS’ headquarters, even if delivery takes place at a location different from that agreed.
Delay in Acceptance and Delivery
As a special customer service, WIDINOVATIONS offers to organize transport on behalf of the Customer, at the Customer’s own risk and expense. Unless otherwise agreed in detail, delivery and mode of delivery are exclusively at the discretion of WIDINOVATIONS.
WIDINOVATIONS will only bear the transport packaging costs. Additional costs, such as insurance costs, special packaging, additional costs for individual shipments, etc., are borne exclusively by the Customer.
The agreed delivery period starts from the date of written or electronic confirmation of the order by WIDINOVATIONS. However, it is suspended while and until all details of the execution are clarified (e.g. all commercial and technical issues, provision of necessary official certificates or approvals by the Customer, payment of an agreed deposit or advance payment) or, in the case of finishing measures to be carried out by WIDINOVATIONS, until the flaw-free primary material arrives.
The delivery deadline is considered to have been met with timely notification of readiness for shipping. Products ready for delivery must be picked up immediately. Delivery deadlines and dates are always subject to change due to possible bottlenecks in the production capabilities of upstream suppliers.
If unforeseeable circumstances or circumstances independent of the intention of a Party arise, such as all cases of force majeure, which prevent compliance with the agreed delivery deadline, it must, in any case, be extended for the duration of these circumstances. This includes natural disasters, armed conflicts, official interventions and prohibitions, delays in transport and customs clearance, damage to transport, shortages of energy and raw materials, labor disputes (in particular strikes), epidemics, pandemics and the bankruptcy of a large supplier difficult to replace. The circumstances mentioned above also give the right to have the delivery time extended if this occurs with suppliers.
WIDINOVATIONS has the right to make partial and early deliveries.
The amount of compensation for any damage caused to the Customer by a delay for which WIDINOVATIONS is responsible and which must be specifically proven is limited to 0.5% for each full week of delay, but not more than 3% of the value of the part of the global delivery that could not be used on time or in accordance with the Contract as a result of the delay.
If, in the event of a partial delay, there is no loss of interest in relation to the entire Contract, but only in relation to the remaining part, the Customer may not terminate the entire Contract, but rather reduce its consideration in the ratio between pending partial performance and global performance.
Other claims related to delays are excluded.
If shipping is delayed at the Customer’s request or due to circumstances for which WIDINOVATIONS is not responsible, the Customer will be charged for storage costs, starting one month after notification of readiness for shipping, but at least 1.5% of the invoice amount for storage at WIDINOVATIONS facilities for each month or part thereof.
If the Customer does not accept or violates its duty to cooperate and the Customer is therefore responsible for the circumstances of the delay in delivery, WIDINOVATIONS is entitled to demand compensation for the damages incurred, including any additional expenses. In this case, the price and performance risk, as well as the risk of accidental loss or accidental deterioration of the object of purchase, are already transferred to the Customer when notification of readiness for dispatch is sent by WIDINOVATIONS.
Delivery to Third Parties
If, within the framework of an order that the Customer has placed, the Customer wishes for the delivery in question or parts thereof to be delivered and invoiced to a third party (e.g. Customer’s subsidiary, sales partner, etc.), the Customer continues to be jointly and severally liable as a contractual partner, in addition to the third party. WIDINOVATIONS also has the right to invoice separately for any additional packaging and transportation costs.
The Customer must disclose its economic connection to third parties.
In the case of goods delivered by WIDINOVATIONS to be transferred or sold to third parties, the Customer cannot transfer rights such as installation, maintenance, etc. without the prior consent of WIDINOVATIONS.
Warranty, Defect Notification
WIDINOVATIONS guarantees that the goods are free from material defects, manufacturing or assembly defects at the time of delivery.
The warranty period is generally 12 months and begins with the transfer of risk. Individual products may be subject to a shorter warranty period.
No warranty is provided for minor defects, regardless of whether they can be corrected or repaired.
Obvious and hidden defects must be reported as soon as they are detected, but within a maximum period of 14 days after receipt. Notifications of defects must always be made in writing and must be specified. If the Customer does not notify in time, the goods are considered approved.
Rejected goods must be properly stored and kept available until the matter has been clarified. Alternatively, rejected products may be returned at the Customer’s expense and risk after consultation with WIDINOVATIONS. If the complaint is justified, the return costs will be reimbursed by WIDINOVATIONS. Warranty claims expire six months after written rejection by WIDINOVATIONS.
The Customer may only invoke the warranty if it immediately notifies WIDINOVATIONS in writing and provides proof of the defects that occurred, including a detailed description of them. The Customer must always prove that the defect existed at the time of delivery. If there is a defect subject to warranty, WIDINOVATIONS may choose between:
a) repair defective goods on premises;
b) return defective goods or defective parts for repair;
c) replace defective parts of the goods;
d) replace defective goods;
e) offer a reasonable price reduction.
During the warranty period, the Customer is entitled to reinstatement of the contractual condition free of charge. WIDINOVATIONS must bear the necessary repair and replacement costs, in particular transport, labor and material costs.
Under no circumstances does WIDINOVATIONS guarantee whether changes to the goods were made by the Customer or third parties without its express authorization. Likewise, as long as the Customer does not use original WIDINOVATIONS parts, parts recommended by WIDINOVATIONS or proven equivalent third-party products, claims for damages of any kind are excluded.
Furthermore, WIDINOVATIONS does not guarantee and is not responsible for any defects and the lack of guaranteed specifications, features and possible uses, if the cause for this is in the documents and materials made available to WIDINOVATIONS by the Customer (including, for example, plans of project).
The legal presumption of lack of conformity provided for in DL no. 84/2021, of October 18th, does not apply.
Rectification of defects does not imply an extension of the original warranty period.
Costumized Products and Minimum edida e Quantidades Mínimas de Compra
In the case of custom-made products that are individually created by WIDINOVATIONS for the Customer (e.g. cut to size, adhesive films, etc.), the Customer cannot return or exchange them.
All deliveries of panel products are subject to a minimum purchase quantity of entire panels. In the case of cuts, these can only be returned or exchanged with the express consent of WIDINOVATIONS and only if the cut panels are returned to WIDINOVATIONS complete (e.g. 4/4), undamaged and unprocessed.
Indemnity and Liability, Limited Liability
With the exception of personal damages and to the extent permitted by law, WIDINOVATIONS is only liable for direct damages incurred by the Customer in connection with delivery and performance in the event of willful misconduct and gross negligence. WIDINOVATIONS’ liability for slight negligence is excluded. The Customer must prove the existence of gross negligence. Unless otherwise provided by law, WIDINOVATIONS is only responsible for the total amount of the respective delivery or order, except for intentional action.
In any case, the liability of WIDINOVATIONS for collateral and indirect damages, particularly loss of profits or consequential damages due to defects or claims of third parties, is completely excluded. WIDINOVATIONS is also not responsible to third parties.
Liability for damages caused by delay is, in any case, limited.
The instructions given by WIDINOVATIONS, particularly regarding the use, maintenance, storage and care of the delivered goods, must always be followed.
If WIDINOVATIONS’ instructions or the respectively applicable regulations for the use, maintenance, storage and care of the delivered goods are disregarded, WIDINOVATIONS’ liability is excluded to the extent permitted.
All claims relating to damage by the Customer expire within a maximum period of three years from the occurrence of the damage.
For all work relating to the installation, commissioning, configuration, operation, changes to operating conditions and operating modes, maintenance, inspection and repair of a laser system, the operating instructions must be followed and security instructions. Furthermore, the instructions given by WIDINOVATIONS specialized workers must be followed. If these instructions are violated or not fully complied with, WIDINOVATIONS’ specialized workers have the right to suspend or completely stop work for safety reasons, at the Customer’s expense. WIDINOVATIONS has the right to compensate all costs arising therefrom (such as fixed travel expenses, specific time required by workers). WIDINOVATIONS cannot be held responsible for any damage resulting from such suspension or cancellation of the required work.
In case of non-compliance with any operating and safety instructions or other instructions given by WIDINOVATIONS or official approval requirements, any compensation by WIDINOVATIONS is excluded.
In lieu of warranty rights, damages for non-performance cannot be claimed unless this is not contrary to imperative law.
If contractual penalties have been agreed, other claims by the customer regarding the same facts are excluded.
Reservation of Title and Extended Reservation of Title
The goods remain the property of WIDINOVATIONS (“reserved goods”) until paid in full (including interest and charges).
WIDINOVATIONS retains ownership even if the item is permanently connected or installed on the Customer’s property. If the asset is inseparable from the property, this will result in co-ownership.
The customer assigns to WIDINOVATIONS its right to credit for the resale of reserved goods to guarantee its credits, even if the goods have been processed, transformed or mixed, and undertakes to make a corresponding note in its books or invoices. Upon request, the customer must inform WIDINOVATIONS about the assigned credit and its debtors and provide all information and documents necessary to collect the credits and notify the third party debtor of the assignment. In the event of attachment or other claims, the Customer is obliged to indicate WIDINOVATIONS’ ownership right and notify it immediately.
The seizure or assignment as security of the goods delivered by WIDINOVATIONS or the assignment of credits arising from the resale of these goods to third parties is not permitted.
Own and Third Party Copyright, Intellectual Property
WIDINOVATIONS reserves all industrial property rights and intellectual property rights, namely over its products, software, manufacturing processes, user manuals, technical documents, catalogues, brochures, drawings, etc.
The Customer does not have the right to change the appearance of the goods. Furthermore, the Customer does not have the right to change WIDINOVATIONS trademarks, to separate them from products, packaging or accompanying documents or to use them.
In relation to goods that are designed by the Customer or manufactured by WIDINOVATIONS in accordance with the Customer’s specifications, the Customer warrants freedom from third party rights or that the Customer has all necessary rights, patents, designs or other intellectual property rights . The same also applies to all materials (e.g. project plans) that the Customer sends to WIDINOVATIONS.
The Customer must fully support WIDINOVATIONS in the event of a claim or legal action from third parties alleging that their rights have been violated and compensate WIDINOVATIONS in full.
If, in the course of the provision of services by WIDINOVATIONS, doubts arise regarding the existence of the necessary rights of the Customer and the Customer is unable to prove such rights, WIDINOVATIONS has the right to cancel the provision of services and refuse delivery. The Customer must reimburse WIDINOVATIONS for the costs and expenses incurred up to that point.
WIDINOVATIONS grants the Customer a non-exclusive and non-transferable right to use any software delivered in connection with the goods, insofar as this is absolutely necessary for the functioning of the delivered goods.
Confidentiality, Data Protection
If the Parties exchange confidential information or personal data subject to national or European data protection regulations, they must conclude separate agreements.
WIDINOVATIONS has the right to save, send, review and delete the Customer’s personal data in the course of commercial transactions, to the extent necessary to fulfill the contractual relationship. WIDINOVATIONS will comply with the necessary data security measures and confidentiality obligations in accordance with art. 10th of the Personal Data Protection Law or will ensure compliance with them. Confidentiality agreements concluded separately are not affected. Any questions about data protection should be directed to [email protected]
Applicable Law, Place of Jurisdition
Only the substantive law of the Portuguese Republic is applicable to this contract.
The Parties will endeavor to amicably resolve any disputes regarding or arising from the implementation of the Agreement. If it is not possible to reach an amicable agreement, all disputes or claims arising from or related to the Contract, including disputes about its validity, violation, dissolution or nullity, will be decided by the court of the District of Braga.
Final Provisions
If certain provisions of the Contract or these general conditions are or become ineffective, the effectiveness of the remaining provisions will not be affected. The ineffective provision must be replaced by a valid provision that comes as close as possible to the intended objective.
The Customer agrees that WIDINOVATIONS may transfer the contractual relationship as a whole to another company directly or indirectly affiliated with WIDINOVATIONS. Upon written notification, the affiliated company assumes all obligations and claims arising from this legal relationship and assumes all adjacent rights.
The Customer has no right, without express and written authorization, to use in its products, advertisements, advertising and commercial documents, etc., the name of the WIDINOVATIONS company or part of the WIDINOVATIONS company name or any other reference to the name of the WIDINOVATIONS company or companies affiliates.
Changes and additions to the Contract or these general conditions are only effective if they are recorded in writing, including by email.
Agreements concluded separately prevail over these general conditions to the extent that they contradict them. The unaffected provisions of these terms and conditions remain in force.
