GENERAL TERMS AND CONDITIONS OF PURCHASE

1. Purpose and Scope
These general terms and conditions establish the requirements to be fulfilled by all suppliers of J.C Ramalho & C.ª, S.A, hereinafter referred to as the Buyer, in the supply of products and services.
By accepting an order from the Buyer, the Supplier fully adheres to these Conditions, which prevail over any other conditions, unless expressly agreed in writing.
 
2. Orders and Confirmation
2.1. All acquisitions of products or services shall be formalized through a purchase order issued by the Buyer.
2.2. The Supplier must confirm in writing the acceptance of the purchase order within a maximum period of three business days after its receipt.
2.3. The confirmation must expressly state acceptance of the conditions set out in the purchase order.
2.4. Failure to respond within the specified period may be interpreted by the Buyer as full acceptance of the purchase order and these general conditions.
 
3. Legal and Regulatory Compliance
3.1. The Supplier undertakes to ensure that all products and/or services supplied fully comply with applicable legislation, namely regarding health, safety, environment, quality, and taxation.
3.2. In the specific case of chemical products, the Supplier ensures compliance with current rules and regulations, including, among others:
•REACH Regulation (Registration, Evaluation, Authorisation and Restriction of Chemicals);
•CLP Regulation (Classification, Labelling and Packaging);
•Regulations on the transport of dangerous goods
3.3. For all chemical products supplied, the Supplier undertakes to deliver, together with each batch of product:
•Updated Safety Data Sheet (SDS) in Portuguese;
•Labelling and packaging in compliance with applicable legislation;
•Certificates of analysis
3.4. In the case of the provision of services, the Supplier guarantees that it holds all necessary licenses, certifications and authorizations, as well as compliance with applicable quality, safety and environmental standards.
 
4. Quality and Warranties
4.1. The Supplier guarantees that the products supplied are suitable for their intended purpose, free from defects, and in accordance with the agreed technical specifications.
4.2. The Buyer reserves the right to reject, return or claim any products that do not meet quality, safety or delivery deadline requirements, with costs borne by the Supplier.
4.3. The Supplier is liable for all damages resulting from non-compliant supplies, including collection costs, replacement, and any damages to third parties.

5. Delivery, Transport and Documentation
5.1. Delivery dates are binding, and the Supplier must immediately notify any risk of delay and propose corrective measures and alternative delivery arrangements.
5.2. The transport of hazardous chemical products must be carried out exclusively by licensed carriers, with drivers qualified in accordance with ADR or equivalent regulations.
5.3. Each delivery must be accompanied by all legally required documentation (ADR transport document, certificates of analysis, special licenses, among others).
 
6. Price and Payment Terms
6.1. The agreed prices include packaging, transport, and insurance to the designated place of delivery.
6.2. Payment shall be made in accordance with the conditions agreed with the Supplier and indicated in the purchase order.
6.3. The Buyer may suspend payments in the event of defective, incomplete or disputed supplies.
 
7. Force Majeure
Neither party shall be held liable for non-compliance resulting from unforeseeable and unavoidable circumstances, such as natural disasters, general strikes, wars or legal restrictions. If such events persist for more than thirty days, the Buyer may cancel the order without any penalty.
 
8. Confidentiality
All technical, commercial or strategic information provided by the Buyer to the Supplier shall be treated as strictly confidential and may not be used for other purposes without written authorization. This obligation remains in effect for three years after termination of the contractual relationship.
 
9. Termination and Withdrawal
The Buyer may immediately terminate any contract or order in the event of serious or repeated breach by the Supplier, unjustified delivery delays, and supply of non-compliant products. Termination on these grounds does not affect the Buyer’s right to be compensated for losses suffered.
 
10. Applicable Law and Jurisdiction
These Conditions are governed by Portuguese law. For the resolution of disputes, the competent jurisdiction shall be the courts of the district where the Buyer’s registered office is located, with express waiver of any other jurisdiction.


GENERAL TERMS AND CONDITIONS OF SALE
 

1. SCOPE OF APPLICATION
1.1. These General Terms and Conditions of Sale (hereinafter "GTC") apply to all sales and supply of products made by J.C. RAMALHO & C.ª, S.A (hereinafter "JC Ramalho") to its respective “Buyers”, under the conditions and terms described below.
1.2. By placing an order with JC Ramalho, the Buyer accepts these General Conditions without any reservation and undertakes to comply with them.

2. ORDERS
2.1. All orders from Buyers and/or Proposals, as well as any possible changes, must be communicated to JC Ramalho by any appropriate and verifiable means.
2.2. The contract is concluded upon acceptance of the Buyer's order by JC Ramalho.
2.3. If JC Ramalho and the Buyer have entered into a specific contract, it shall prevail over these GTC, which shall be complementary where applicable.

3. DELIVERIES
3.1. Deliveries shall be made on the dates agreed in the order, unless otherwise agreed by the parties through any verifiable means.
3.2. In the absence of an agreed delivery date, delivery shall take place according to JC Ramalho's availability.
3.3. Any date or time indicated for delivery is only an estimate; JC Ramalho cannot be held liable for failure to deliver within the specified time, nor shall such failure be considered a breach of these GTC.
3.4. Each delivery shall be considered a separate and independent transaction, giving JC Ramalho the right to be fully paid by the Buyer, regardless of any other deliveries.
3.5. The party responsible for delivery of the product must use legally required means of transport for each specific case, with particular respect for legislation regarding the transport of dangerous goods and environmental laws.

4. CLAIMS
4.1. Any claim must be made by the Buyer within five days from the date of the invoice.
4.2. After the period mentioned above has elapsed without any claim being registered, it shall be considered that the Buyer has accepted the product without any reservation, and any right to claim shall expire.

5. WARRANTY
5.1. If there is any defect or proven non-conformity of the product that renders it unsuitable for use by the Buyer, JC Ramalho may, at its discretion, replace the delivered product or refund the amount corresponding to the quantity of non-conforming product.
5.2. JC Ramalho does not provide any warranty for improper use, storage, or handling inconsistent with the information contained on the packaging labels and/or in the respective technical and safety data sheets.
5.3. The application and use of the products supplied by JC Ramalho are the sole responsibility of the Buyer, and after such use, the Buyer may not claim non-conformity of the product.

6. PAYMENT
6.1. The Buyer must make payment for the deliveries made by JC Ramalho within the deadlines and conditions agreed in the order and/or specified on the respective invoice.
6.2. Failure to pay an invoice constitutes a contractual breach by the Buyer and authorizes JC Ramalho to suspend future deliveries as well as to consider these GTC terminated due to a reason attributable to the Buyer.
6.3. In the event of late payment, JC Ramalho shall have the right to charge interest on arrears on the outstanding amount, at the applicable rate defined by specific legislation.
6.4. If the Buyer’s financial situation raises justified concerns of possible non-compliance, JC Ramalho reserves the right to demand immediate payment or advance payment for delivery.

7. PACKAGING
7.1. It is the responsibility of the Buyer to follow the handling instructions for the product contained on the packaging labels and/or technical documentation of the product.
7.2. The Buyer shall also be responsible for complying with the following provisions, as applicable:
a) Returnable packaging loaned by JC Ramalho: these remain the property of JC Ramalho and are intended exclusively for the products sold. They must be returned in good condition within the shorter of the following deadlines: once the product contained has been used up, or within the time stipulated by JC Ramalho. In case of non-return, destruction, or deterioration of the packaging, JC Ramalho reserves the right to invoice the Buyer without prior notice, transferring ownership of the packaging to the Buyer.
b) Packaging transferred to the Buyer’s ownership: these will be invoiced and included in the Buyer’s account and must be paid within the payment terms agreed in the product order. The Buyer undertakes to use the packaging for appropriate purposes, in accordance with legislation on dangerous goods and environmental laws, or, in the case of destruction, to send it to the competent authorities. If returned in good condition, JC Ramalho will issue a Credit Note transferring ownership of the packaging back.
c) Packaging provided by the Buyer: the Buyer will be responsible for the choice and quality of the packaging in accordance with applicable legislation.
7.3. JC Ramalho cannot be held responsible for packaging modifications, transfers, or any alterations to the original product/packaging.

8. LIMITATION OF LIABILITY
8.1. JC Ramalho’s liability is limited, at its discretion, to replacing or refunding the value of missing or non-conforming products. This limitation does not affect the Buyer’s right to request termination of these GTC. JC Ramalho shall not be liable for compensating the Buyer for loss of profits or other direct or indirect damages.

9. RETENTION OF TITLE
9.1. The products supplied shall remain the property of JC Ramalho until full payment is received.
9.2. If the Buyer breaches the contract, JC Ramalho may reclaim possession of the products by virtue of the retention of title, regardless of whether or not the contract has been terminated.

10. GOVERNING LAW AND JURISDICTION
10.1. These GTC are governed by applicable Portuguese law.
10.2. Any dispute shall be settled in the courts of the district where JC Ramalho is located, with express waiver of any other jurisdiction.