1. Scope

These general terms and conditions exclusively define the terms and conditions under which QITCST supplies products and/or services to the CLIENT and apply to all sales and/or supplies made.
Any amendments to the General Terms and Conditions of Sale requested by the CLIENT shall only be valid upon written agreement formalized through an addendum signed by the legal representatives of QITCST expressly stating the parties’ intention to amend the General Terms and Conditions and defining the scope and extent of the amendment.
If any clause of these Terms and Conditions is, or becomes, illegal, invalid or unenforceable, this shall not affect the legality, validity or enforceability of the remaining clauses of the Terms and Conditions.

2. Prices and Orders

Due to the current pandemic situation and the fluctuation in raw material prices, the quotations (prices) presented by QITCST for goods and/or services may be subject to change, and there may also be production delays due to the widespread shortage of raw materials.
QITCST shall only be bound by an order from the moment it accepts it in writing or when it delivers the ordered products or services to the CLIENT.
The prices to be applied are those stated in the Proposal sent by QITCST to the CLIENT in writing.
The prices indicated exclude any customs duties and taxes, as well as all shipping, transport and delivery costs, which shall be borne by the CLIENT.
Prices are based on the costs of raw materials, production, packaging and transport at the time the price quotation is requested from QITCST. Should these costs increase during the period between the order date or contract signing date and the actual delivery date of the products or services, QITCST reserves the right to adjust prices to reflect any increases that have occurred, by sending an explanatory note to the CLIENT justifying the price change.

3. Payment

Payment shall be made in the currency specified on the invoice.
The CLIENT must make full payment for the supply or service upon receipt.
In the event of late payment, QITCST reserves the right to charge default interest on overdue amounts at the rate established by law for commercial debts.
The CLIENT shall indemnify QITCST for all expenses incurred in collecting overdue amounts, including legal costs, namely court fees and fees for lawyers, solicitors and enforcement agents.
If the CLIENT defaults by failing to fulfill the obligations arising from this or any other agreement between QITCST and the CLIENT, QITCST may terminate this contract by termination in writing and without the need for any prior notice.
The CLIENT may not withhold or deduct from amounts owed to QITCST under this contract any amounts arising from any claims it may have against QITCST under this contract or any other contract entered into with QITCST, unless the right to set-off results from a final court judgment.
QITCST’s obligation to deliver any PRODUCT or provide any SERVICE shall be without effect if the CLIENT fails to fulfill its payment obligations for all amounts due at the date of delivery, whether under this CONTRACT or any other previous contract entered into with QITCST, without this constituting QITCST in default or breach of this CONTRACT.

4. Delivery

PRODUCTS are delivered “Ex-works” (Incoterms 2000), at the location designated in this document.
The CLIENT undertakes to pay all expenses incurred by QITCST due to the frustration of delivery of PRODUCTS for reasons attributable to the CLIENT.
It is the CLIENT’s sole responsibility to obtain the necessary customs licenses and exchange documents, as well as authorizations of another nature, relating to the export, import, possession and use of the ordered PRODUCTS.
In the event of the CLIENT’s failure to obtain said licenses and authorizations, this shall not exempt the CLIENT from fulfilling its contractual obligations to QITCST.

5. Warranty

QITCST, as reseller of the PRODUCTS in Portugal, ensures under the warranty issued by the MANUFACTURER that they are manufactured with appropriate materials and comply with the technical specifications available at the date of purchase.
QITCST shall not assume any liability under this CONTRACT, whether contractual, tortious or otherwise, with respect to the specifications, quality and performance of the PRODUCT, or its suitability for the intended purpose, that does not result directly from the respective technical specifications.
QITCST’s Warranty shall not extend to any defect or damage occurring in areas or parts that, by their shape or location, are not reasonably accessible through normal repair means or that have been caused by mechanical damage, welding or other heat source, bacterial attack, pollution, electromechanical actions, damage during repair, deterioration occurring under the applied coating or abrasion not attributable to normal use.
QITCST’s maintenance of the Warranty is dependent on the CLIENT having cumulatively adopted the following procedures:
i. properly and adequately prepared the surfaces for application of the PRODUCT, maintaining them in suitable condition until application of the PRODUCT and keeping them in good condition after application;
ii. transported, stored, handled and used the PRODUCTS in accordance with the information and technical specifications provided by QITCST and with internationally accepted practices, customs and standards in the industry;
iii. submitted a written complaint documenting the alleged defects or anomalies in the PRODUCTS within ten (10) days from the date on which the CLIENT first became aware, or could reasonably have become aware, of them;
iv. granted QITCST a reasonable period to inspect the PRODUCTS and access to the area/location of their application;
v. fulfilled all its obligations under this CONTRACT, including payment of the PRODUCT price; and
vi. ceased use of the PRODUCTS from the moment the defect was or could have been detected.
This warranty automatically ceases upon expiry of the shelf life of the PRODUCTS or within 6 (six) months after the date of their delivery, whichever occurs first.
All PRODUCT defects must be claimed in writing addressed to QITCST within the warranty period, with no repair under warranty for defects claimed at a later date.

6. Liability in Case of Technical Assistance and Provision of Other Services

In cases where QITCST or a representative identified as such by QITCST has provided technical advice, given instructions or other information regarding the handling, application and/or use of the PRODUCTS, or provided other services related to the supply of the PRODUCT, QITCST shall only assume liability to the extent that the CLIENT demonstrates that:
i. the damage or defect claimed resulted directly, solely and exclusively from the advice, instruction or information provided in writing; and, cumulatively:
ii. it fully complied with the advice, instruction or information given to it in writing by QITCST.
The CLIENT accepts that QITCST’s liability to the CLIENT shall not exceed, in any case, the invoiced value of the PRODUCTS, as this would be manifestly disproportionate and abusive.
The CLIENT accepts that QITCST is not liable for indirect losses, including losses related to loss of profits, loss of time or loss of use of any vessel(s), machinery, equipment or installation.
In the event that the CLIENT, in the application, handling or use of the PRODUCT, damages the property or physical integrity of third parties, this shall not imply any liability for QITCST.
The CLIENT must observe the indications contained in the respective Technical Data Sheet and on the packaging label, as well as any specifications or indications provided by QITCST.
Any deterioration caused by natural wear, accidents, or use not in accordance with the specifications and information given by QITCST or not contained in the respective technical data sheet, shall not be the responsibility of QITCST.
Any defects or damage arising from deficient use of the PRODUCT, deficient handling or application, handling or application under unfavorable physical or chemical conditions, as well as storage of the PRODUCT in inappropriate places or subjected to any type of physical or chemical severity, or due to lack of adequate transport conditions, shall be the sole responsibility of the CLIENT.

7. Assignment of Rights and Obligations

The CLIENT may not transfer any of the rights and obligations contained in these General Terms and Conditions to third parties without the prior express authorization of QITCST.
The CLIENT gives its consent to QITCST to transfer the credits resulting from supplies or services provided under the General Terms and Conditions to third parties, and likewise consents to the assignment of the contractual position in favor of a group company or third-party acquirer.

8. Fortuitous Events or Force Majeure

QITCST is exonerated from fulfilling this contract and from paying any compensation to the CLIENT when, due to causes not directly attributable to it, fortuitous situations or force majeure occur that make the performance to which it is obliged more onerous, partially or totally impossible, such as fires, strikes, inclement weather, stock shortages, abnormal price increases, quality control, wars, floods, epidemics, seizures, loss or misplacement of orders, among others.

9. Confidentiality

The Parties undertake to maintain and treat as confidential and not disclose to third parties any specifications, information, projects, samples, technical, financial, marketing, sales, pricing and other information provided within the scope of the commercial relationship covered by these General Terms and Conditions without the express consent of the other party.
Both the Parties and their legal representatives, directors, employees, agents and consultants, including lawyers, auditors and financial consultants, are subject to the duty of secrecy and confidentiality provided herein.
The Parties acknowledge that any breach of confidentiality may cause damage to the other party in an amount not readily measurable, giving rise to compensation to be determined once the damages suffered have been ascertained.
The confidentiality provisions shall survive and remain fully valid even after the fulfillment, termination or possible termination of the contract.

10. Jurisdiction

The supply of the product and/or service provided shall be exclusively governed by Portuguese law, with the Court of Justice of the Seixal District having exclusive jurisdiction over all disputes possibly arising from or related to this CONTRACT.
However, the CLIENT expressly agrees and accepts that QITCST may bring actions in any other jurisdiction it deems appropriate to ensure its recovery of any credits arising from or related to this CONTRACT.

General Terms and Conditions for Equipment Rental and Respective Accessories

Clause 1
Object

1. This contract has as its object the rental of equipment and respective accessories available for rental from QITCST Lda.

Clause 2
Term

1. The rental period established in the particular clauses of this contract is an essential condition thereof, and the leased goods must be returned on the date on which the rental term expires.

2. The contract term is counted in consecutive days, including the day of delivery of the equipment to the lessee and the day of its return.

3. Non-use of the equipment or its early return do not imply any price reduction.

Clause 3
Price

1. The rental price does not include any expenses related to the use of the rented equipment, namely those relating to equipment operators, cleaning, maintenance acts and transport of the rented equipment, which are the sole responsibility of the lessee.

Clause 4
Invoicing and Payment Terms

1. QITCST, Lda. invoices are issued monthly and in accordance with the period agreed in the particular clauses of this contract.

2. Invoices are issued monthly.

3. Non-payment of any invoice, under the terms set out above, grants QITCST, Lda. the right to immediately terminate the contract and to demand from the lessee payment thereof plus default interest at the legal rate, calculated from the invoice due date until full payment thereof.

Clause 5
Delivery and Transport

1. Delivery of the equipment to the lessee and its return shall always take place at the premises of QITCST, Lda.

2. In the absence of a document in which the parties have described the condition of the leased equipment at the time of delivery, it is presumed that it was delivered to the lessee in good maintenance and conservation condition.

3. All equipment transport costs are the sole responsibility of the lessee.

Clause 6
Working Periods

1. The rented equipment must be used in accordance with the working periods agreed in the particular clauses of this contract.

Clause 7
Lessee’s Obligations

1. The lessee’s obligations are: a. To use and keep the equipment diligently, strictly complying with the instructions and prescriptions for starting, operating and maintaining the equipment; b. To prevent the equipment from deteriorating due to inclement weather or other causes; c. Not to apply the equipment to a purpose other than that for which it is intended; d. To keep the equipment always in perfect clean condition; e. To immediately notify QITCST, Lda. whenever it becomes aware of defects in the equipment, or knows that any danger threatens it or that third parties claim rights in relation to it; f. To appear at the time of return of the equipment to QITCST, Lda., or to be represented by a delegate with sufficient powers to attend the verification of its condition and missing or deteriorated parts; g. To return the equipment to QITCST, Lda., at the end of the rental period, in the condition in which it was when delivered, except for what derives from its normal and prudent use.

Clause 8
Prohibited Acts

1. The lessee may in no case: a. Transfer the equipment or allow others to do so, without written authorization from QITCST, Lda.; b. Paint the equipment or place inscriptions or advertisements on it or, through its fault or negligence, allow others to do so; c. Modify, in any way, the mechanics of the equipment or its characteristics or, through its fault or negligence, allow others to do so; d. Sublease the equipment; e. Give the equipment as security for any act or contract of its own or of a third party.

2. The lessee’s fault is presumed for the purposes of the provisions of the preceding paragraphs.

Clause 9
Responsibilities
The lessee is solely responsible for:

1. All consequences inherent to the use of the equipment, especially those arising from accidents that may be suffered by the lessee, its personnel or even third parties.

2. All repairs that the equipment may require, unless the lessee proves that they were not caused by its negligence or that of its personnel or by irregular use of the equipment.

3. All missing or deteriorated parts after use of the equipment.

Clause 10
Maintenance and Repairs

1. QITCST, Lda. shall ensure compliance with scheduled maintenance plans and provide technical assistance in the event of breakdowns during its normal operating hours, unless otherwise stipulated. In the event of a stoppage or malfunction of the equipment, QITCST, Lda. shall provide technical assistance under the terms set out in the preceding paragraph, however proceeding to replace the equipment if it is not possible to resolve the problem at the location where the equipment, under the terms provided in the contract, is being used by the lessee.

2. Whether during the rental period or after the contract has ended, only QITCST, Lda. technicians shall be competent to carry out any repairs to the rented equipment.

3. Repair of the rented equipment carried out in violation of the provisions of the preceding paragraph shall cause the lessee to incur the obligation to indemnify QITCST, Lda. in an amount equal to the value of the damage or deficiency that may be ascertained by its services during the term of the contract or upon return of the equipment, plus the amount corresponding to the rental cost during the entire period in which the equipment is inactive.

4. The lessee expressly waives any compensatory indemnity for consequential damages and loss of profits due to stoppage or malfunction of the equipment not attributable to it.

Clause 11
Insurance

1. The lessee undertakes to establish and maintain an insurance contract for all rented equipment against qualified theft, fire and accidents.

2. The lessee must immediately report to QITCST, Lda. any type of claim, and must also report in a timely manner to the competent authorities all claims involving third parties, providing copies of the reports to QITCST Lda.

3. In the event of theft, the lessee is obliged to report it immediately to the competent authorities, describing with accuracy and rigor the conditions in which the equipment was kept and the circumstances in which the theft occurred, namely to prove the careful custody of the equipment, and must also provide QITCST with a copy of the complaint filed by it.

4. In the event of total loss or serious wear of the equipment, the lessee undertakes to pay QITCST, Lda. compensation equivalent to the total value of the equipment, in which case the equipment becomes the property of the lessee.

Clause 12
Return of Equipment

1. Upon return of the equipment, a QITCST, Lda. employee shall ascertain its condition, verifying damage or missing and deteriorated parts, preparing a list with the respective retail sale costs, which shall be signed by the lessee’s representative.

2. The signature of the lessee’s representative shall, for this purpose, be deemed acceptance of the list referred to in this clause, both as to unit and total prices and as to the lessee’s responsibility for payment thereof.

3. If the lessee is not present or is not represented by a delegate with sufficient powers, the determination of missing or deteriorated parts and the preparation of the list with the respective retail sale costs shall be made by QITCST, Lda., with the lessee accepting the value of this determination.

4. Identical procedure and consequences shall occur if the lessee or its delegate with sufficient powers to represent it, being present, refuse to sign the referred list.

5. The absence or deterioration of parts confirmed under the terms of the preceding paragraphs determines for the lessee the obligation to pay QITCST, Lda. the amount determined for restoring the equipment to its original condition, plus compensation corresponding to the rental cost during the entire period in which the equipment was inactive.

Clause 13
Compliance and Guarantees

1. All rentals and respective ancillary services imply acceptance, without reservation, of these terms and conditions by the lessee, who has taken full knowledge thereof.

2. The lessee undertakes to give QITCST Lda a guarantee that ensures punctual and full compliance with the obligations arising from the conclusion of the rental contract, namely through deposit, bank guarantee or any other means considered suitable by QITCST, Lda.

Clause 14
Non-Compliance and Termination of Contract

1. Without prejudice to the provisions of clause four, the lessee’s failure to fulfill any of its obligations is cause for immediate termination of this contract, with QITCST, Lda. not having to indemnify the lessee for such fact.

2. The termination referred to in the preceding paragraph shall take effect upon its communication to the lessee, by sending a registered letter or hand delivery.

3. Upon termination of the contract under the terms stipulated in the preceding paragraphs, QITCST, Lda. has the right to, without any formality, recover the equipment, removing it from the location where it is located or demanding its delivery from the lessee, with the lessee being responsible for all costs relating to this operation.

Clause 15
Dispute Resolution

1. At the lessee’s option, when a consumer under Law No. 144/2015 of 8 September, it may resort, in the event of a dispute, to an Alternative Consumer Dispute Resolution Entity (RAL). The Consumer Information, Mediation and Arbitration Center of Lisbon, website www.consumidoronline.pt, has jurisdiction to resolve disputes relating to contracts concluded in the district of Setúbal. More information on the Consumer Portal: www.consumidor.pt.

2. Either Party may also submit the resolution of disputes of any nature, arising from or related to this contract, to the competent courts.

3. QITCST, Lda. and the lessee agree to establish domicile: they are deemed domiciled, for the purposes of service of process in the event of litigation, at the addresses they respectively indicated upon conclusion of this contract.