1.1. In an international framework, the supply of equipment and components (IT equipment) by JP Sá Couto, SA (hereinafter referred to as jp.ik) is governed by these general conditions of sale, with the exception of anything otherwise expressly agreed to, in writing, with the buyer (hereinafter referred to as the client).
1.2. Clients are deemed to be aware of these general conditions once they have been informed of the online address where they can be viewed, without prejudice to that information being accompanied by a copy of these general conditions.
1.3. If clients have previously received these general conditions as part of their business relations with jp.ik, said clients shall, to all intent and purposes, be deemed to be aware of these when they place an Order.
1.4. Any other conditions that have not been expressly agreed by jp.ik shall not be valid.
2.1. All orders must be made in writing and addressed to the sales department by email.
2.2. They may also be placed over the phone directly to the Account Manager, provided that there is subsequent confirmation in writing through the means set out in the preceding paragraph.
2.3 Upon submission by the client, all orders must be confirmed, in writing, by jp.ik.
2.4 Orders cannot be cancelled or changed by the client without prior agreement provided by jp.ik.
2.5 For any order cancellation or change, jp.ik reserves the right of charge to the client all incurred cost at the moment of client order cancellation or change request, unless stated otherwise by jp.ik..
The sale price for the client and the payment conditions are set out in jp.ik’s pricing Supply Guidance, in force on the date of placing the order, and properly written in the Order. In the event of any conflict between the price referred to in the supply price guidance and/or any other information and the order, the price set out in the order (or Proforma invoice) shall prevail.
4.1. Products shall only be delivered on payment and/or following confirmation of the payment terms previously contracted and agreed to.
4.2. Unless new conditions have been otherwise expressly stated and agreed, a deposit of 30 % ( thirty percent ) must be paid in advance for all orders made and the remaining 70% ( seventy percent ).
4.3. All payment methods normally agreed for international business transactions are accepted (including, but not limited to: bank transfers, documented remittances and letters of credit).
4.4. Any bank transaction that may arise from this international business, in favor of jp.ik, is subject to prior approval (by jp.ik) and, to this end, a draft term of issuance should be made available in good time.
4.5 In all operations where third parties assure payment of business transactions, the corresponding transport documentation shall be issued in the name of that third party, unless otherwise agreed beforehand.
4.6. All payments must be made in the currency of the Proforma Invoice and/or Invoice, unless stated otherwise. Any exchange differences resulting from payments made in a different currency shall be invoiced to the client, with an additional 10% charged for administrative costs.
4.7. All expenses arising from the client’s chosen means of payment are the responsibility of same, including any expenses incurred outside the country of the client.
4.8. jp.ik reserves the right to accept and/or refuse any third parties involved in any international business operations, taking into account the risk analysis carried out on these at any time.
4.9. Should jp.ik incur costs arising from the receipt of any sum, this shall be invoiced to the client and debited from their current account, subject to the conditions above and below.
4.10. The subsequent communication of terms of credit (including, but not limited to fee payment deadlines and credit limits) must not be regarded as permanent and may be changed at any time without prior notice from jp.ik.
4.11. Should any late fees be incurred by the client, jp.ik reserves the right to request the payment of default interest, at the rate legally set out for business transactions, from the date of maturity to the effective date of payment in full.
4.12. If a client fails to make a designation, jp.ik may allocate any sums paid by the client to offset any pre-existing debts the client may have.
4.13. Any payment made by the client and which does not cover the amounts that are due shall be allocated to the account, along with any expenses incurred with collection, arrears and interest payable on account of outstanding debts.
4.14. In the event of non-compliance with the agreed payments, the client shall be liable to pay jp.ik for any costs and/or charges arising from possible legal recovery of the debt, including fees owed to Lawyers and/or Enforcement Agents.
5. Right of Ownership
Ownership of the products provided by jp.ik can only be transferred to the client following full payment of the amount owed and, where applicable, of any interest on arrears and/or compensation.
6.1. Delivery deadlines are set out in jp.ik’s pricing Supply Guidance and confirmed within each Order, in force on the date of the order and according to the incoterm agreed between jp.ik and the client.
6.2. The deadlines set out under the preceding paragraph are subject to change in accordance with stock production and/or availability.
6.3. At the time of delivery of the products, it is the responsibility of the client to carry out a quantitative and qualitative inspection of the items delivered, at which time any anomalies should be recorded on the delivery document. It will be the client decision if the quantitative and qualitative inspection is to be made. All costs related to this inspection will be entirely supported by the client.
6.4. Unless otherwise agreed, the International Commercial Terms (Incoterms 2020) for the delivery of the procured equipment and components shall be Ex Works (EXW). Hence, jp.ik shall only be responsible for the delivery of the products into jp.ik headquarters (or into jp.ik direct supplier, as the case may be), whereupon title to the products shall pass to the client.
6.5. jp.ik. is entitled to perform partial deliveries and to deliver the equipment separately.
6.6. All delivery dates mentioned by jp.ik are given for indicative purposes only. Therefore, in no event shall jp.ik. be held liable for any failure to meet any delivery date neither such event may determine the termination, with just cause, of this general conditions.
6.7. Failure to record any anomalies detected during the inspection provided for in the preceding paragraph shall entitle jp.ik to refuse any claim submitted.
7. Export Control
7.1. The fulfillment of jp.ik duties is subject to the condition that there is no impediment to such fulfillment resulting, without limitation, from customs or foreign trade regulations, embargoes and/or other national or international sanctions or restrictions.
7.2. If the client is requested to perform export control checks, he shall promptly provide to jp.ik, whenever jp.ik requires, all information regarding the specific end client, the destination and intended use of the equipment, as well as that regarding the existence of export control restrictions.
7.3. Failure by the client to comply with the provisions of the preceding paragraph determines the obligation to indemnify jp.ik. for all costs and damages incurred including, without limitation, fins, penalties and court costs, provided that the failure was caused by the client.
8.1. Unless otherwise expressly agreed, the products produced by jp.ik are guaranteed for the period provided by law, according to the country mentioned on the invoice to which the products are being shipped.
8.2. The products produced by jp.ik may receive an extended warranty under the terms established in jp.ik’s pricing supply guidance, in force on the date of the order.
8.3. Unless otherwise agreed, jp.ik general terms and conditions for the warranty of equipment are as follows:
- Products supplied by ik are guaranteed against manufacturing defects for the agreed period from the date of purchase, as per previous agreement between both parties;
- The warranty may not be provided under the following cases:
- If the serial number or warranty seal on the product is illegible, defaced or has been removed;
- If there is no proof of purchase that proves the validity of the warranty;
- Repair or replacement of a product or component may involve the use of a functionally equivalent reconditioned unit;
- This warranty covers only the hardware components of the equipment (excluding software delivered with or as part of the product).
The warranty does not cover defects or damage resulting from:
- Usage and normal wear and tear of the product;
- Any type of disassembly, repair, alteration or modification carried out by services not authorized by jp.ik;
- Damage caused by accidents, natural disasters, intentional or accidental misuse;
- Abuse, neglect or inadequate maintenance, or its use under abnormal conditions;
- Damage or malfunctions due to improper storage, use or installation, including use of the product under conditions for which it was not previously designed and manufactured, as mentioned in its product manual;
- Damage caused by an external electrical failure or any type of accident;
- Damage or damage caused by inadequate ventilation;
- Damage or defects caused by viruses or any software not originally provided with the product;
- Consumable parts, namely parts that require periodic replacement during the normal period of use of the product;
- Issues arising from product incompatibility or technology limitations.
Warranty Terms Applied to Batteries and Screens:
The battery is a component of the product that wears out over its use, having a lifetime of 300 charge/discharge cycles. After these 300 cycles, its capacity may be less than 80%. A cycle is the period in which a battery discharges below a certain level and recharges. When a battery check is performed, the cycle count is taken from the battery firmware. The battery warranty only covers failures resulting from defects in materials or workmanship. Warranty does not cover the following:
- Decrease in capacity that occurs over time and with the use of batteries;
- Failure or diminished capacity resulting from accidents, misuse, abuse;
- contamination or other external causes;
- Failure or decreased capacity resulting from improper or inadequate maintenance;
- storage or use in non-recommended environmental conditions.
Battery life expectancy depends on product configuration and usage, including but not limited to product model, running applications, power management settings, and product features. Careful reading of the corresponding product manual is recommended.
9. Product Returns and Claims
9.1. The products produced by jp.ik feature a DOA warranty of 15 (fifteen) days for upon jp.ik invoice date, under the terms established by ‘8. Warranties’, in force on the date of the order, unless otherwise agreed.
9.2. The deadlines set out in the preceding paragraph are from the date of issue of the invoice by jp.ik.
9.3. Under the scope of the warranty, the conditions for returns are established in jp.ik’s website in the Support section SaC – jp.ik (jpik.com), in force on the date of the order.
9.4. Any other claims relating to products supplied by jp.ik must be communicated by email, to firstname.lastname@example.org.
10. Force Majeure
10.1. Neither the client or jp.ik shall be liable to the other for its failure to perform any of its obligation, except for payment obligations, if such failure is due to a Force Majeure Event.
10.2. A “Force Majeure Event” means any event or situation beyond the control of the Parties and not involving the Parties’ fault or negligence or lack of care and shall include, but is not restricted to, force of nature, landslide, lightning, earthquake, flood, fire, explosion, storm or storm warning, tidal wave, shipwreck and perils to navigation, act of war (declared or undeclared) or public enemy, general strike, revolutions, acts or threats of terrorism, piracy and freight embargos, act or omission of sovereign state or those purporting to represent sovereign states, blockade, embargo, quarantine, restrictions, epidemics, pandemics, acts of god, public disorder, sabotage, rebellion, insurrection, invasion, military or usurped power, civil war, mobilization, requisition, mud spill, contamination by radio-activity, riots, lock outs or disorder, route barricade or obstruction, shortages of raw materials or components used to manufacture the Products, which causes a Party to default with all or a material part of its obligations under the supply made. Parties agree that the COVID-19 (including any present or future mutation or other virus or wave) is a Force Majeure Event to the extent that it may have an impact on the implementation on this general conditions of sale.
10.3. The party affected by a force majeure event shall promptly give notice, in writing and within three (3) business days of the occurrence of a force majeure event, to the other party and shall do all things reasonably possible to remove the cause and mitigate its effect.
10.4. Following notification of a Force Majeure Event in accordance with this the Parties shall meet without delay with a view to agreeing an acceptable course of action to minimize any effects of such occurrence.
10.5. If any Force Majeure Event causes suspension of the supply of Products for a continuous period of 3 (three) months, either Party shall have the option to terminate the supply by issuing a thirty (30) day notice to the other party, provided that the effects of the Force Majeure Event subsist and prevent the affected party from performing the concerned obligations.
10.6. Immediately after the cessation of a Force Majeure Event, the Party affected by the Force Majeure Event shall provide in writing the other Party with details of the Force Majeure Event and its impact on the performance of its obligations (if any). Failure to provide this written notice shall preclude the Party affected by the Force Majeure Event from relying on the Force Majeure Event to excuse or exclude its liability in respect of any resulting delay or hindrance to the proper performance of all or any part of its obligations under this general conditions of sale.
10.7. In the event a Force Majeure Event causes a significant increase in the expenses or costs of the Party affected by the Force Majeure Event, the Parties shall negotiate an equitable solution to mitigate the situation.
11. Intellectual and Industrial Property Rights
11.1. Jp.ik holds title to intellectual and industrial property rights, which mean all form of protection of intellectual and industrial property rights provided by then current legislation, including, but not limited to, patents (including utility models), designpatents, and designs (whether or not capable of registration), copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing, as well as any trade secrets and know how.
11.2. Accordingly, intellectual property rights shall include models, software, ideas, works, quotations, proposals for adjustments, and research results as well as drawings, layouts of Products, tooling, and any documents related to the before mentioned.
11.3. Any drawings, samples, technical specifications and other know-how and any other similar rights shall not be used, expressed, copied, imitated, solicited, communicated or otherwise made available to a third party without prior written consent of jp.ik.
11.4 No intellectual or industrial property right of jp.ik shall be transfered to the client unless specifically agreed separately and in writing.
11.5 Jp.ik shall be entitled to claim compensation from the client in case of breach of jp.ik property right caused by the client or any of its affilliates.
11.6. Title to all drawings, technical specifications and any documentation delivered to the client shall be returned to jp.ik upon request. The client shall gain no rights to such documentation and data/information thereof.
11.7 The client undertakes not to dissemble, deconstruct, decompile, alter, reverse engineer, modify, adapt, decode, decrypt, create derivateworks, translate, deface or convert all or any part of the materials or information provided by jp.ik unless authorized to do so, in writing, by jp.ik, nor will the client permit the same to be done by any other person.
11.8. The client undertakes not to manufacture or have manufactured by a third party any Products on the basis of materials or information provided by jp.ik and hereby declares that he will abstain from using and registering any intellectual property right, without any limitation whatsoever, held by jp.ik.
11.9. Client shall not and shall not allow any other person to assign, transfer, sub-licence, lease, charge, mortgage or in any other way dispose of or seek to share the right to use any Intellectual Property Rights.
11.10. The client undertakes not to use jp.ik trade names or trademarks without the advance and written consent of jp.ik.
11.11. The client recognizes that if a new know- how or a new invention rises from any Product delivered by jp.ik or, in any manner whatsoever, derives from the performance of any order submitted by jp.ik, all intellectual property rights shall be exclusively owned by jp.ik.
11.12. The client will not do and will not permit to be done anything which could destroy, harm, undermine or in any other way prevent the protection of the jp.ik’s intellectual Property or any third party Intellectual Property nor shall the client assert any claim over, register or attempt to register, challenge the registration or ownership of, or in any other way attack jp.ik’s intellectual property rights.
11.13. The client acknowledges that the Products may contain third party Intellectual Property. Save where specifically stated in the Contract, no warranty, representation or indemnity is given in respect of any third party Intellectual Property incorporated in the Products nor is any warranty, representation or indemnity given that the Products do not infringe any third party Intellectual Property.
11.14. Where the client receives any claim that the Products infringe any third party intellectual property right, the client shall not settle or compromise such claim but shall notify jp.ik immediately and the latter shall be at its liberty to conduct through its own lawyers and experts all negotiations for the settlement of the same and to adopt any measures that may be considered necessary to cease such infringment.
11.15. The client will will immediately cease to use any Intellectual Property if instructed to do so by jp.ik.
12. Law and Jurisdiction
12.1. These general conditions of sale and any additional clauses included in specific supply contracts are governed by Portuguese law.
12.2. jp.ik and the client shall use their best efforts to amicably settle any dispute, controversy or claim arising out of this general conditions of sale. If not resolved by amicable settlement within 30 (thirty) days form such dispute, then the aggrieved Party may approach the District Courts of Lisbon («Tribunais da Comarca de Lisboa»). These general conditions of sale shall be governed by the laws of Portugal.
13. General Provisions
13.1. These general conditions of sale are available for online consultation, at www.jpik.com.
13.2. jp.ik reserves the right to either accept a client under the abovementioned conditions or to indicate the conditions required.
14. Anti-Bribery and Anti Money Laundering Laws
14.1 jp.ik and the client shall comply with all Anti-Corruption laws and shall ensure that its directors, employees, representatives, agents and sub-contractors do not violate any anti-bribery laws. Therefore, both parties shall observe and and have procedures in place that are, to the best of their knowledge and belief, designed to prevent the commission of any offense of such legislation by any member of its organization or by any person providing services on its behalf.
14.2. jp.ik and the client have, and will continue to have, policies, processes and procedures concerning bribery, corruption and anti money laundering in place. Such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.
14.3. jp.ik and the client must keep accurate and complete records and supporting documentation to demonstrate that it complies with all applicable laws relating to the supply or performance of the services/deliverables, anti-corruption and anti-money laundering legislation.
14.4. The breach of any anti-money laundering, anti-bribery or anti-corruption legislation shall be deemed as a material breach of this general conditions and shall entitle the non-defaulting party to immediately terminate the agreement without incurring any liability into the other party.