General Terms of Sale and Delivery

1. DEFINITION AND SCOPE:
“We” in terms of these business conditions means Openvision, Lda. (VAT Nº. PT505607956) „Customer“ in terms of these business conditions are contractors and corporate bodies of the public law and separate assets regulated by public law. The following terms and conditions apply exclusively. Differing, conflicting or additional terms and conditions of the customer are not part of the contract, unless we have expressly agreed to in writing. This also applies when we, being aware of the terms and conditions of the client, deliver unconditionally. The contract is subject to the written agreements. Other agreements have not been made. Amendments or supplements are only effective if they are confirmed by us in writing. As “writing” also apply e-mail and fax. The following terms and conditions also apply to future business with the customer.

2. OFFER AND CONCLUSION OF CONTRACT:
Our offers are not binding. Acceptance, orders or other legal statements require our written confirmation to be legally binding. The same applies to supplements, amendments or additional agreements. The confirmation can be replaced by the delivery of the goods. After order placement by the customer, we reserve the right to demand partial or full prepayment before delivering larger quantities of goods or if the whole order amount is not secured by our credit insurance. If terms of payment are prepayment or partial payment in advance, the delivery lead-time will not start before we have received these payments in our accounts in Euro. Drawings, photographs, dimensions, weights or other performance data are only binding if this is expressly agreed to in writing. No responsibility shall be accepted for commercial or minor variations in quantity, quality, weight, size, shape and/ or shades of colour inherent in the nature of the products. Without precise knowledge of the technical and organizational environment and objectives of the customer it is not possible for us to determine whether a product ordered by the customer will in in general, partially or fully comply with customer´s requirements. Therefore it is up to the customer to ensure before ordering that the goods to be supplied by us correspond to customer’s intended purpose/ requirements. We are therefore not liable for defects or missing features, or any other failure or defects of goods which do not allow partial or complete usability of the ordered goods for the customer’s intended purpose. Excess or short deliveries of up to ten percent (10%) of the ordered quantity of goods can be considered as contractually agreed and thus, cannot in the absence of a written arrangement to the contrary, be rejected by the customer. Our employees shall not be authorised to make verbal ancillary agreements or to provide verbal assurances that go beyond the content of this written agreement. We shall not be bound to verbal ancillary agreements or commitments made by our employees.

3. PRICES, PAYMENTS, AND DELAYS:
Unless otherwise agreed, our prices are ex works in EUR excluding sales tax, duty, freight, insurance, etc. These costs shall be borne additionally by the customer. To the extent that nothing to the contrary results from the order confirmation, our invoices are due for payment in full (net/ without deduction) in Euro via bank transfer within 30 days from the date of the invoice. After this payment period, the customer is automatically in default, without the need for a reminder. Payments will in each case be set off against the oldest debt, independently of any other regulations of the customer. In the event of arrears against one order, all open invoices will become due without the period allowed for payment and in addition to our claim for damages interest of 10 % (ten percent) on arrears and any other costs incurred in the collection or attempted collection will be charged. Until the time of fulfilment of his obligations by the Buyer we are entitled to refuse any further deliveries despite order acknowledgement.

4. TERMS OF DELIVERY AND/OR DELIVERY DATES:
Terms of delivery and/or delivery dates mentioned by the customer shall only be binding to us after our written confirmation. Agreed terms of delivery will start on the date of confirmation. They will not start before clarification of the essential conditions for realization of the order, especially the performance of required assisting acts of the customer. Before production, customer will receive a physical pre-production sample for approval prior to bulk production. Pre-production samples must be approved and/or criticized in writing by email or fax no later than three (3) working days after receipt. Customer is responsible for any and all errors that may have been overlooked on approval. Any subsequent contract modifications, provided that the contract changes are technically feasible in bulk production and confirmed by us in writing, may result in additional costs and/ or in a reasonably extended delivery lead-time. Pre-Production samples will be sent via courier service to customer’s business address. The delivery time is met, if by the end of the delivery time the goods have left our installations or upon receipt of the notification that the goods are ready for dispatch. If observance of a binding delivery date is impossible owing to circumstances beyond our control, e.g. acts of God, natural disasters, war, riot, force majeure, shortage of energy or labour disputes at our or our suppliers’ works, the delivery date shall be automatically extended by the duration of such circumstances. Should these circumstances last longer than three months, each party to the contract is entitled to rescind. If we are responsible for the non-compliance with promised binding deadlines, the customer shall have a claim for the recovery of damages for the loss it has demonstrably sustained as a result of the our default in delivery, however only up to 1 % (one percent) for each completed week of the default, in total however not exceeding 10 % (ten percent) of the invoice amount of the deliveries and performances affected by the default. Further claims on the part of the customer are excluded. The client may only add up with claims which are undisputable and acknowledged by the company or which are legally recognized. The client can exercise any right of retention only when its counterclaim is based on the same contractual relationship. Unless expressly agreed otherwise in writing, our deliveries shall be made EX-WORKS (Portugal), including standard packaging, on the account and at the risk of the customer. Transportation and packaging materials cannot be returned. The customer is obliged to dispose of all transportation and packaging materials at his own expense. Unless otherwise agreed in writing, goods are delivered with heavy international trucks. If no loading dock is available, the customer must explicitly point this out on the order, so that the delivery of goods can be done with a smaller truck with a lifting platform. In such a case the customer shall bear any additional transport costs which result therefrom. The customer is liable to examine incoming deliveries for externally visible damages before accepting them from the forwarder, parcel service or other transport company, and – if necessary – claim it immediately. This can be made by a notice on the waybill or by refusing the complete consignment. After having acknowledged the receipt of the goods, it is not possible to claim anymore.

5. REPRODUCTIONS RIGHTS:
The customer will at all times protect, indemnify and hold us, our suppliers and our and their directors, employees, harmless from and against claims based on infringement of intellectual and/or industrial property rights in the case of production or reproduction in accordance with the order and the instructions of the customer and/ or materials and/or texts, trademark designs, logos, messages, etc. made available to us by the customer or on behalf of the customer by third parties. The customer will indemnify us against damages awarded by a court of competent jurisdiction with respect to any such claim. Submittals, samples, images, drawings, designs and other offer documents, even digital data, prepared by us for the order remain our property even if the customer has contributed to their creation.

6. RETENTION OF OWNERSHIP:
We reserve the right of ownership in the items to be delivered until the purchase price has been paid in full. The customer shall be liable for all detriment incurred by us in the assertion of the retention of ownership. The customer shall insure the goods supplied against any damage during the period of retention of ownership. The customer may sell or further process the goods within the bounds of a proper business. Any claims against third parties arising from the sale of the goods, including from the insurance contract for the goods, shall herewith expressly be ceded to us by the customer. The proceeds of the sale replace the goods and shall be kept separately. The customer is obliged to pass on the sum of such receivables and the names of such garnishees to us should we so wish. The customer shall be entitled to collect the debt himself, as far as not otherwise instructed by us. Any contractual mortgaging of the goods to third parties requires our agreement and shall be notified to us immediately. Any executive distrait of the goods by third parties shall be notified to us immediately and the distrait protocol be forwarded to us by registered mail to enable us to assert our claims from the retention of ownership.

7. WARRANTY, RETURN OF GOODS:
Customer must inspect the goods supplied for defects, correctness and completeness without delay after their receipt. This applies in particular if it is intended to change, re-process or re-sell the goods supplied. Warranty claims against us are excluded if the customer does not comply with this obligation. Customer must notify recognisable defects in writing within 10 (ten) days from receipt of the goods. Otherwise no warranty claims will be recognized. On-time shipment suffices for complying with the deadline. We shall initially, at our discretion, rectify defects in the goods by rework or by making a replacement delivery. Should subsequent fulfilment fail, the customer can in principle demand, at its discretion, a price reduction or cancellation of the contract. The customer has no right of withdrawal, however, if the infringement of contract is only minor, in particular concerning solely minor defects. In the event of delayed acceptance, warranty claims for hidden defects shall also be void. Returns by the customer can only be made after our written approval. Payments due may not be withheld due to any claims under the warranty. For repeat order we accept no liability for uniformity of colour and quality with the initial delivery. We reserve the right to have deviations and tolerances that are customary in the trade. We give no warranty that the goods supplied are free from intangible, legal claims of third parties (intellectual property) and/or do not infringe the intellectual property of third parties in another way. This applies in particular in regard to the design and designation of the goods, including the brand rights, copyrights, registered samples, prints, labels and patents of third parties.

8. CONCLUDING PROVISIONS:
The contractual relationship is governed by Portuguese law. The provisions of UN commercial law do not apply. For all disputes arising from this contract and for all legal relationships between us and the customer – 4800 Guimarães (Portugal) is the exclusive place of jurisdiction. We can nevertheless, at our discretion, pursue our claims at the court responsible for the customer’s residence or headquarters. If individual provisions of the contract of these terms of payment and delivery are declared to be partly or fully void or inexecutable, or if they are declared to be ineffectual by a judicial or governmental decree, the validity or executability of the remaining provisions of this agreement or these terms of payment and conditions remain unaffected thereby.