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General Terms and Conditions of Sale

Effective Date: July 2026

Overview 1. Orders and Order Confirmation   2. Prices and Payment Terms   3. Retention of Title and Subrogation    4. Delivery and Transport  5. Liability and Warranties 6. Inspections and Claims 7. Applicable Law and Dispute Resolution  

Overview

These General Terms and Conditions of Sale apply to all Business-to-Business (B2B) commercial relations established between Mecaltex ("Seller") and the contracting party ("Buyer") regarding Precision Metalworking and Custom CNC Services. The placement of an order implies the Buyer's full acceptance of these terms, which override any of the Buyer's own purchasing conditions.

1. Orders and Order Confirmation  

  • Binding Contract: An order is only considered legally binding when Mecaltex issues a written Order Confirmation.
  • Modifications and Cancellations: Any requested changes to the Order Confirmation must be submitted in writing and accepted by Mecaltex. Such modifications grant Mecaltex the right to alter agreed delivery deadlines and pricing.
  • Non-Refundable Deposits: In the event of an order cancellation by the Buyer after production has commenced, no deposits or prior payments will be refunded.

2. Prices and Payment Terms  

  • Tax Liability: Unless stated otherwise, prices in the Order Confirmation do not include taxes, customs duties, or other charges, which remain the sole responsibility of the Buyer.
  • Payment Default: A Buyer is in default if an invoice is not paid on its exact due date. Default grants Mecaltex the right to immediately suspend all ongoing or pending orders without prior notice.
  • Severe Late Penalties: In accordance with applicable commercial law, late payments automatically incur a fixed non-refundable administrative fee of €40.00, plus a penalty rate of 15% of the Order Confirmation value (with a minimum penalty of €300.00). Legal interest rates will also accrue daily until full payment is received.
  • Specific Guarantees: If a payment default occurs or if Mecaltex detects insolvency risks, we reserve the right to demand specific guarantees (e.g., upfront payment or bank guarantees) before continuing production or releasing goods.

3. Retention of Title and Subrogation   

  • Ownership: Mecaltex retains full property ownership of all manufactured goods until the agreed price is paid in full by the Buyer.
  • Transfer of Risk: Despite the retention of title, all risks associated with the goods transfer to the Buyer upon delivery/collection.
  • Subrogation of Credits: If the Buyer resells the goods to a third party before fully paying Mecaltex, Mecaltex becomes subrogated to the Buyer's credit rights against that third party up to the outstanding amount.

4. Delivery and Transport  

  • Delivery Terms: Unless agreed otherwise in writing, orders are considered completed and delivered when made available for collection at Mecaltex's facilities (Ex-Works).
  • Transport Risk: Transportation is arranged entirely at the Buyer's risk and expense. Mecaltex assumes no liability for damages, delays, or losses caused by the carrier.
  • Storage Fees: If the Buyer delays collecting the finished goods, Mecaltex reserves the right to charge appropriate storage and preservation fees.

5. Liability and Warranties

  • Limitation of Liability: Mecaltex's civil liability is strictly limited to the invoiced amount of the defective material. We are not liable for indirect damages, loss of production, or lost profits.
  • Exclusions of Liability: Mecaltex bears no responsibility for defects arising from:
    • Materials or raw stock supplied directly by the Buyer.
    • Errors in technical drawings, specifications, or engineering decisions imposed by the Buyer.
    • Normal wear and tear, or abnormal handling/usage contrary to industry standards.
  • Force Majeure: No penalties can be applied to Mecaltex for delays caused by circumstances beyond our control, including machinery breakdowns or transport delays.

6. Inspections and Claims

  • 48-Hour Claim Window: The Buyer must verify product conformity before the parts leave Mecaltex's facilities or immediately upon receipt. Any claim for non-conformity must be formally reported in writing within 48 hours of receiving the goods. Claims made after this period will be outright rejected.
  • 1% Tolerance Rule: Due to the complexities of custom machining, no non-conformity penalties or indemnities shall apply if the defect rate is equal to or less than 1% of the total Order Confirmation volume. 

7. Applicable Law and Dispute Resolution  

  • Confidentiality: Both parties are bound by strict professional secrecy regarding technical and personal data, complying fully with GDPR.
  • Jurisdiction: These terms are governed by Portuguese law. Any disputes regarding interpretation, execution, or validity shall be resolved exclusively by the Judicial Court of the District of Porto (Tribunal Judicial da Comarca do Porto), expressly waiving any other jurisdiction.