1. TERMS AND CONDITIONS
1.1 – In the course of the business relationship with Bemsentar, the Client accepts, without reservations, these Terms and Conditions, which shall prevail over the terms found in the Client’s orders or correspondence, unless otherwise accepted by Bemsentar in writing, safeguarded by the terms of the Law.
1.2 – These Terms and Conditions repeal the previous ones and are subject to alteration, suspension – partial or total – or complementation, without previous notice and/or any formal written document being issued by Bemsentar.
1.3 – Bemsentar is the only entity entitled to alter, suspend – partially or totally – or complement the provisions presented in these Terms and Conditions.
1.4 – Any business transaction between Bemsentar and the Client is subject to the Laws of the Portuguese State, regardless of the domicile of the client, being the local court of Bemsentar headquarters the competent authority to resolve the subjects between the two parties.
2. PRICES
2.1 – The prices quoted in the sales literature (technical specifications) are not binding. These prices may be altered without previous notice and / or any formal written document being issued by Bemsentar.
2.2 – The prices quoted in the sales literature correspond to Incoterm EXW (Ex-Works – Incoterms 2020) – which means that prices won’t include transportation costs, that is, Bemsentar will consider that goods will be handed over to the client who will collect them from Bemsentar facilities.
2.3 – The prices are quoted in Euros (EUR) and exclude Value Added Tax (VAT), which will be paid according to the rate in force in Portugal, at the date of issue of the invoices. In case of export to a VAT taxable person acting as such, duly registered for VAT in another Member State of the European Union, the respective commercial transaction is exempt from this tax. If the Client is registered for VAT purposes, he must use his ID number to make the purchase, in order to be covered by a tax regime of intra-Community acquisitions of goods, according to the Law. Transactions outside the European Union are exempt from VAT under the current legal framework. The Client is the only responsible for the communication of his tax data to Bemsentar.
2.4 -The prices are only considered valid when displayed on the Proforma Invoice/Confirmation order, issued by Bemsentar, referring to the respective order.
3. QUOTATIONS
All quotations submitted by Bemsentar are valid for 90 days.
4. SAMPLES
The samples are produced by formal order and must be charged. A credit note of the sample will be issued when an order of a minimum of 24 units of the same model is placed, within 120 days after the issue date of the sample invoice. This credit applies only to chairs and armchairs.
In the case of outdoor furniture products, no samples will be produced.
5. ORDERS
5.1 – Orders should be placed in writing by the responsible of the purchasing entity and are subject to approval by Bemsentar’s sales department.
5.2 – After receiving the order form, Bemsentar will issue a Proforma Invoice / Order Confirmation, indicating the characteristics of the product, exact prices and the specific terms of the transaction. The Client is responsible for the verification and validation of this document, providing information such as model, dimensions, quantity, type of wood, colour, fabric, foam, gliders, delivery time, payment terms, etc.
5.3 – The Pro-Forma Invoice / Order Confirmation needs to be returned to Bemsentar, duly signed and stamped, within 2 workdays of its receipt. After this period, if no confirmation is given by the Client, Bemsentar considers the respective order as accepted.
5.4 – The orders involving prepayment will only be scheduled for production after that payment is received.
5.5 – The orders will be produced and charged in accordance with the specifications indicated in the Proforma Invoice / Order Confirmation.
5.6 – The orders involving the use of fabrics / colours provided by the Client – COM – will only be scheduled for production after receipt of all of the materials.
5.7 – The delivery dates are given for information purposes only. Bemsentar declines any liability for delays in delivery of the merchandise, when such is the result of force majeure or unforeseeable circumstances which preclude the manufacture of products. For this reason, the breach of terms of delivery shall not justify cancellation of the order by the Client, nor shall it serve as a ground for claiming any compensation.
5.8 – If, for any reason, a delay or non-delivery of goods, a defect of quantity, species or any inaccuracy in the description of goods on the Pro-Forma Invoice, although because of fault or neglect of Bemsentar, responsibility for this will not cover, in any case, the indirect damage suffered by the Buyer, such as the loss of a resale transaction, or other similar business profits or lost profits.[1]
5.9 – The order is only valid after receiving the advanced payment.
In case the client doesn’t meet the conditions to receive or load the material up to 30 days after the agreed loading date, the full payment of the order must be made on the expiration of the 30 days.
Bemsentar does not have a storage space for the final product. If the Client does not accept to collect or receive the goods on the date on which these are ready for shipment, Bemsentar reserves the right to transfer the product to an external warehouse and store them on the Client’s own account, cost and risks.
Following the 30 days after the agreed loading date, a daily feed of 2ˆ/m3 will be charged for storage of the goods.
6. CHANGES AND CANCELATION
6.1 – Alterations to confirmed orders should be communicated in writing and are subject to approval. Bemsentar reserves the right to charge administrative, labor as well as materials costs that had already been purchased at the time of the request.
6.2 – The request for cancellation of the order shall be communicated in writing to Bemsentar within
4 business days, after issuance of the respective Proforma Invoice. Cancellations will not be accepted in the following situations: production has started, fabrics have been cut or raw materials have been ordered.
6.3 – The failure to expressly reject an order, within 48h after its reception, implies the tacit acceptance of all its terms and conditions.
7. SPECIFICATIONS
7.1 – The dimensions and specifications of the products displayed on the sales literature are approximate.
Changes to the models in order to improve their design and construction are periodically made. For this reason, Bemsentar accepts no claim for changes, when they are made for improvement of products, also reserving the right to discontinue any product without previous notice.
7.2 – The fabrics shown in sales literature correspond to samples of material and are merely decorative since Bemsentar is not a fabrics manufacturer. Bemsentar disclaims any liability for the resistance, quality, differences in the colour lots, fire retardancy and anti-stain performance, waterproofing and maintenance of fabrics supplied either by Bemsentar or by the Client. Bemsentar is not responsible either for any disruptions of stock or cessation of production of different fabrics or materials. Bemsentar reserves the right to change the shape of the upholstery, depending on the type of fabric to be applied, may it be necessary to add pleats or add / change seams.
White polyurethane fabrics, being a delicate colour itself, may stain easily with beverage spills that are not promptly removed.
Denim fabrics tend to discolour and stain, especially light polyurethane, for which Bemsentar shall not be liable.
7.3 – The wood finish can be changed by Bemsentar due to technical or practical constraints, without prior notice. Colour samples are merely indicative; the final product can differ from these. Bemsentar accepts no responsibility for colour variations resulting from the application of finishes in different materials such as wood and veneer. When orders with this specificity are intended to complement previous orders, the Client is responsible for providing the samples, in order to avoid colour differences between the products supplied in different periods.
7.4 – For technical, economical and / or security reasons, some products – e.g. tables / relax sofas – will be delivered disassembled. Bemsentar disclaims any responsibility for consequences resulting from defective assembly of these products.
Bemsentar warns that upholstered polyurethane models may present some wrinkles caused by its packaging.
8. RISK AND RESPONSABILITY OF SHIPMENT
8.1 – The weights and cubic meters shown on sales literature may vary due to product improvements or the needs of the packaging and logistics department.
8.2 -The goods sold by Bemsentar are, by default, issued in accordance with the Incoterm EXW (Incoterms 2020) – Bemsentar is only responsible for the costs and risks of packaging on its premises. The risk of accident, damage, loss, and the associated transportation costs, customs fees, taxes, recycling of used packaging and other related costs are the exclusive responsibility of the Client.
8.3 – Bemsentar may deliver an order in accordance with another incoterm if expressly agreed with the Client and confirmed by written document. However, the Client is responsible for reimbursing the costs associated with this procedure, which shall be added to the payment of the final invoice. Bemsentar undertakes to distinguish these costs in the respective invoice. These costs do not include unloading, unpacking or installation.
8.4 – By statutory requirement, all pallets leaving Bemsentar have treatment with heat shock, and have the proper markings proving this. If, during transportation, the material is transferred to other pallets, Bemsentar has no responsibility of noncompliance with this measure. It is mandatory that all pallets supplied by the Client have the same treatment and marking. Failure to comply with this measure implies fines of more than 10,000.00, imposed by the relevant government department.
8.5- When transportation is hired by Bemsentar, this assumes no responsibility for the costs, delays or deadlines established by the carrier, that is, for any facts which is not of the responsibility of Bemsentar. Hence the customer is entitled to claim such damages compensation against the carrier.
8.6 – All products shipped by Bemsentar are carefully inspected and packed. The client must examine all merchandise prior to accepting it. If there is any visible damage to the packaging a note should be placed in the shipping documents before they are signed. The occurrence must be reported to Bemsentar within 3 business days, after the receipt of the goods, in order to activate the shipping insurance. If the transport document contains no such information, we will not accept any subsequent claim.
8.7 – Any discrepancies between the client’s order and the received goods – quantities, colours and fabrics – shall be communicated to Bemsentar in writing, within 8 working days from receiving those goods (whenever the Client was not able to examine the material upon delivery). Bemsentar assumes no liability for repairing or replacing the goods of which we do not receive the claim after the expiry of this deadline. The claim shall only be filed after the alleged non-conformities are duly proven by the sending of photos of the concerned items. However, if such non-conformities are not discernible through the photographs, the client shall be entitled to send the goods back to Bemsentar for physival evaluation. The claim will be considered submitted upon reception and evaluation of these goods by Bemsentar.
8.8 – No agent, representative or employee of Bemsentar has the individual legitimacy to give warranty for the traded goods, unless a written permission is provided by Bemsentar.
8.9 – In case of acceptance of the complaint, Bemsentar will be the sole responsible for the choice of either repairing or replacing the goods. The replacement will only be carried out if the repair is not technically or economically sustainable. If products have manufacturing defects or flaws, the Client undertakes not to use them, under penalty of losing the legitimacy to make the respective claim.
8.10 – Goods returns need to be formalised by the Client in writing but is subject to express acceptance by Bemsentar. All the costs of the return must be borne by the Client. Bemsentar shall not accept products which have undergone modifications or increases of its value.
8.11- Outdoor products that shall need extra drilling or adjustments as the result of a customer error will entail an additional fee of 25% on the total selling price of the product.
8.12 – In case of acceptance of the return of the goods, it should be sent as received by the customer, in its original packaging, clean and in perfect faultless conditions, without any kind of damage or signs of use.
9. PAYMENT CONDITIONS
9.1 – Orders invoiced by Bemsentar must be paid by: cash (for a maximum of 1000 €), cheque or bank transfer via SEPA. In the latter case, with the corresponding bank proof copy being sent to Bemsentar. Both cheque and bank transfer payments shall only be considered after deposit validation into Bemsentar bank account.
9.2 – The decision about the terms of payment is made solely by Bemsentar.
9.3 – The right to ownership of the materials provided by Bemsentar will only be transmitted to the Client with the full payment of the invoice. Until that moment, the Client shall not grant the use of these materials, charge them, dispose them or move them without obtaining a prior authorization from Bemsentar for this purpose.
9.4 – In the case of invoices, cheques or bills which have not been paid within the stipulated terms, Bemsentar reserves the right to charge a supplementary fee of default interest for commercial loans in force at the date of issue of the documents, in accordance with the provisions of the Law. Bemsentar may also require the payment of damages and / or losses arising from the breach of the terms of payment, such as claiming a compensation for the costs incurred with the debt collection.
10. WARRANTY
10.1 – The products have a 2 year warranty for manufacturing problems, under normal condition of use. The warranty starts from the date of invoice.
10.2 – The warranty covers only manufacturing defects, including:
A) Unsticking;
B) Incorrect drilling or application of dowel pins;
C) Wrong wood finish;
D) Wrong fabric colour;
E) Wrong foam;
F) Unsticking piping ;
G) Badly sewn seams.
10.3 -The warranty is NOT applicable if:
10.3.1 – You do not comply with the recommendations for the use and maintenance of the furniture:
A) Use the furniture in places with high humidity and / or high temperatures;
B) Use the furniture outside (exposed to water and sunlight);
C) Use the furniture with and without wheels on uneven pavement;
D) Use cleaning agents and / or other inappropriate chemicals;
E) Use the furniture abusively (climbing, kneeling, jumping, dropping, and hitting);
F) Use of dyed fabrics, denims, newspapers, magazines in contact with white or light upholstery;
G) Use plastic or metal glides over wooden floor;
H) Place inappropriate objects (knives, keys, cutlery, bags, locks, trouser buttons, animals’ claws, etc.) on the furniture;
I) Do not periodically check the tightening of the screws;
J) Do not periodically check the condition of glides.
10.3.2 – There are changes in the furniture resulting from the continuous process of product improvement, such as:
A) Alterations in dimension;
B) Alterations to the visual aspect (eg placing stretch rails, cover strips on battens, changes to the height of upholstery, either the back or seat or both);
C) Changes of the wood finish due to technical or practical constraints;
D) Changes in the upholstery (eg double piping, seams, webbing);
E) Wrinkles or pleads due to the production process and application of stretches or round shapes fabrics;
10.3.3 – There are changes in the furniture as a result of nature:
A) Variation of shade and texture originated by the natural characteristics of the wood / veneer;
B) Changes in fabric colours due to the use of different lots;
C) Opened joints resulting from differences of temperature (weather changes) throughout the year;
D) Defects in the real leather such as scars, scratches, stains etc., caused by the natural condition of the leather;
E) Store the furniture in cartons, in moist areas, over long periods of time.
F) Natural characteristics of the wicker: threads chipping, breaking of the wicker, alteration in tonality (the same production can have different tonalities), etc…
10.3.4 -There are flaws in the quality of fabrics, in their resistance, fire-retardant or anti-stain traits, transpiration and waterproofing. Fabric provided by the client or by Bemsentar is a responsibility of the fabrics’ manufacturer.
10.3.5 – Use the bar stools without the stainless steel protection.
10.3.6 – The information about which side should be used is not on the fabric.
10.3.7 -The real leather or velvet is not delivered in rolls.
10.3.8– There is damage caused by shipping, mishandle while discharging, incorrect assembly andinstallation.
10.3.9 -The merchandise is not checked immediately upon receipt.10.3.10– The claim is not sent on the stipulated period of 8 days.
10.3.11 – The furniture is repaired by personnel not authorised by Bemsentar
10.3.12 – Defects or wear caused by the normal use of the product.
10.3.13 – Force Majeure – strikes, storms, fires, wars, etc.
11. INTELLECTUAL PROPERTY
11.1 – Bemsentar holds the exclusive intellectual property rights over the models it commercialises.
11.2 – Orders for products which are not part of Bemsentar catalogue only oblige Bemsentar to deliver the goods in accordance with the technical and / or visual specifications provided by the Client, its agents or representatives. In no case is the responsibility of Bemsentar to compensate the Client and / or other parties (owners, architects, designers, prescribers, etc.) for issues related to intellectual property rights. The Client shall be liable even for authoring and applying techniques and / or visual specifications for the product concerned, indemnifying and exempting Bemsentar from any claims, liabilities and expenses (including costs and attorneys’ fees) in everything related to such violation.
