1. Preamble

Our General Terms and Conditions of Sale shall exclusively apply to all sales between us and our clients. Lemorau will provide all supplies of goods and services based on these terms and conditions of sale. These terms and conditions of sale also apply to all future supplies of goods or services made with Lemorau partners. Any differing conditions or terms of the buyer regardless of any specific or general conditions which may appear on the purchase order or other documents of the buyer shall not apply. Any agreement affecting the execution of this condition of sale must be in writing.

2. Offer and Conclusion of Sale

No offer will be binding on Lemorau, unless expressly agreed in writing to be binding and after payment of the down payment for the machine in question. Any quality data or information contained in data sheets, brochures and other oral or written information shall be deemed guidance on principles only and an invitation to treat as opposed to a firm offer.

The sale will only be binding when Lemorau confirms the order in writing after good receipt of the amount paid by the customer of the machine signal. If the buyer requests additional changes to the order data, Lemorau can adjust the respective terms of sale and the respective values. Any oral arrangements as well as any such additional modifications of the order data shall not be binding until Lemorau has confirmed them in writing.

3. Prices, Terms of Payment, Delay

Unless agreed otherwise, the prices are ex works without packing charges, transport, issuing export or other documents and exclusive of the valid VAT. The buyer bears the applicable VAT as well as all packing charges, transport costs, fees, other taxes and duties in conection with the deliveries.

We reserve the right to adapt prices, for confirmed orders as well, to reflect any increase in our costs, for any reason beyond our control, like force majeure, short-age of primary material or labor, strikes, official orders, transportation or similar problems, if this increase happens after confirmation of order but before delivery of goods.

Payments are not considered to be settled until Lemorau receives payment con-firmation from its bank. Lemorau may at its sole discretion require the buyer to pay for delivery in advance. The goods shall not be delivered to the buyer until full payment.

In case of order cancellation of a machine, be it standard and/or customized the value of the signal will not be returned to the customer, and the customer may be charged an additional cost depending on the stage where the order is, at the time of cancellation.

4. Property Reservation

Lemorau retains ownership of the goods, whether machines, accessories, goods in general delivered to all its customers until full payment of the invoiced amount. The refund of goods delivered unpaid may be demanded at any time by Lemorau, with the collection and transportation of the same at the customer’s expense. Under penalty of indemnity, the customer cannot avoid the refund.

If the shipment of a machine occurs without Lemorau having received the full amount, or part of the value of the same initially agreed on sale, Lemorau reserves the right to send the machine with the software in the form of a time-limited demonstration. that can be adjusted to each case. After a good charge, Lemorau will immediately inform the customer of the receipt of payment and will change the software to normal mode with no working hours limit.

In the case of transformation or incorporation of the delivered goods sold under reservation of ownership, the transformed, incorporated or integrated goods will become a pledge of Lemorau until the full payment of the price.

In case of non-compliance by the customer with its payment obligations, Lemorau has the right to make the amounts paid in advance or on account by the customer as compensation for damages, without prejudice to Lemorau’s right to claim additional amounts from compensation or compensation for damages.

After delivery, the customer assumes the risks related to the possession, custody and/or use of the products as incoterm applicable, and since that date the customer will be responsible for any damages caused to them, as well as during the transport of the machine if it is his sole responsibility.

In the event of a court decision or the liquidation of assets and claims, the advances received by Lemorau will be automatically owned, as a non-exclusive penalty for additional indemnities.

5. Machine Acceptance

The acceptance of machines by the customer can be made by FAT (factory acceptance test), that is, at Lemorau facilities or by STA (site acceptance test) at the customer’s facilities. This last option, in case of force majeure, it is not possible for Lemorau to move its technicians to the customer’s facilities, Lemorau will provide an option for acceptance at Lemorau’s facilities using digital technologies such as video calling.

If the customer chooses FAT and he does not provide Lemorau with all the necessary materials to carry out the machine acceptance tests such as paper, flexible dies, magnetic cylinders, inks, varnishes, clichés, etc. Lemorau will carry out the tests with own material and the acceptance test will be considered as approved in the conditions made. If the acceptance test is carried out at the customer’s premises previously agreed and under the agreed sales conditions, this must be done with the material provided by the customer.

It should be noted that training for customer operators is not considered machine acceptance and as such all materials necessary for training must be provided by the customer.

After machine acceptance by the customer, made in person at Lemorau’s facilities, or by video call, the customer has a maximum of 5 (five) business days to proceed with the respective payment of the remaining amount. The amount will be informed by Lemorau in writing (via email). It is advisable for the customer to send proof of payment to the usual communication email between the customer and Lemorau’s sales representative. Sending a receipt of payment does not provide proof of payment. Upon confirmation of payment (credited into account), Lemorau will inform the customer in writing. The latter has a maximum of 7 (seven) working days to collect the machine at Lemorau’s facilities, if transport is at his expense. If transport is carried out by Lemorau, it has the same period of time, except for force majeure events that prevent it from doing so. In the event of these force majeure events, Lemorau must inform the customer in writing of the maximum time they will need to send the machine. Sending the machine is understood as the collection date at Lemorau facilities by the transport company.

In the event that the customer does not make the remaining payment for the machine by the maximum date of 5 working days, Lemorau will inform the customer that he has a maximum of 15 (fifteen) working days to make the payment. If after this period of time Lemorau does not receive the missing amount, it will take possession of the goods and retain the total payment received to date in order to recover any expense and loss suffered. In addition, Lemorau reserves the right, if it deems it so, to ask the customer for monetary compensation for additional damages.

If the customer does not collect the machine within the stipulated maximum period, Lemorau reserves the right to charge the customer the amount of 50EUR/square meter (fifty euros) per day. The floor measurement will be calculated based on the packaging measurement(s). The value will be calculated from the 8th day of waiting for collection to the actual day of collection. The customer must settle the amount in question before collecting the respective machine at Lemorau’s premises.

6. Delivery and Passing of Risk

Unless otherwise agreed, Lemorau shall choose the mode of dispatch and the dispatch is at the buyer’s risk and expense. The packing shall be determined upon confirmation of the order. Transportation insurances shall only be concluded upon the buyer’s explicit instruction and at its own expense.

Lemorau’s written confirmation (including by e-mail) of the order shall be authoritative for Delivery time, mode and quantity. Estimated Delivery time upon confirma-tion of order may vary due to the number of machines in production, number of orders and any case of force majeure (see below).

We reserve the right to postpone delivery in the case of force majeure for the duration of the obstruction plus a reasonable period of recuperation. Should delivery have become impossible by an act beyond our control we reserve the right to partially or completely rescind the Sale. Strikes, unforeseeable events or interruptions of operations are considered force majeure, should we have no influence over these events. Failure to comply by a supplier only gives us the right to rescind the contract, if a replacement deal was made and failed to comply.

We reserve the right to partial deliveries unless the client has no interest in them. Unless failure to comply or delay of delivery was caused by us, our lawful represen-tatives or auxiliary persons by gross negligence or intentional acts, we will not be liable for noncompliance.

The risk of loss or damage shall pass to the buyer at the latest upon dispatch of the goods. If Delivery is delayed due to circumstances within the buyer’s reasonable control, the price risk shall pass to the buyer at the date of notification of readiness for Delivery.

7. Warranties and Liability

The delivered goods must be carefully checked after reception by the customer or a third party designated by him. They will be considered approved by the customer if Lemorau does not receive a written notification mentioning visible defects or other defects in a quick check, or a complete examination within a maximum period of seven working days after receiving the goods.

In case of notification from the customer with the information that the product has a defect, Lemorau may require that:

1- The defective part is returned to Lemorau for repair and subsequent return to the customer. Both shipping costs will be borne by the customer (even during the warranty period).
2- The customer keeps the defective part available and a Lemorau technician is sent to the customer for repair. All costs inherent to this process (with the exception of the parts in question) are borne by the customer (even during the warranty period).

In the same period, the replacement of parts for the use of the guarantee is reduced only with the replacement of material for Lemorau’s account. Any intervention of our technicians at the client’s premises will be at their own expense, and Lemorau will only be obliged to make available as soon as it is allowed its replacement parts.

The warranty covering defects is limited to defects in workmanship or defects attributed to the manufacturer. The warranty does not cover worn parts such as rubber, sleeves, straps, etc. For the silicone covering the rollers, the guarantee is only applied to the adhesion of the rubber to the metal. Consumables are not covered by the warranty. The warranty is only applicable to the original parts. 

Lemorau will not be liable in the event of failure, malfunction or reduced performance caused by external factors such as tampering, modifications or repairs carried out by unauthorized technicians, as well as incorrect use of voltage. Lack of maintenance previously defined in the Operator’s Manual that causes malfunction of the machine will not be the responsibility of Lemorau.

We will also not be held responsible for any defect in the machine parts that are caused by external factors such as humidity, due to the location where the machine is working. Therefore, it is highly recommended that the machine be placed in a ventilated, dry, moisture-free (non-condensing) place with a height of less than 2000 m above the sea, far from gates / doors leading to the outside even more if it is in areas risk of humidity, such as by rivers / sea. All parts produced by Lemorau or its partners, are subjected to surface treatments of oxidation / phosphating / painting in order to prevent corrosion of the same protecting them. Even with these protection treatments, if the machine is found in unsuitable places, the appearance of rust is possible. Lemorau is oblivious to these circumstances and does not accept, even during the warranty period, a claim, the cost of repairing them being borne by the customer. The recommended suitable temperature is + 10- + 35ºC (+ 50- + 95ºF). Air humidity is recommended between 40-80%, without condensation. In case of impossibility of fulfilling the referred conditions, it is mandatory to consult Lemorau before purchasing the equipment.

For all electronic components such as switchgears, servo motors, inverters, whether during warranty or not, the verifier must send to Lemorau the original component in the original packaging or equivalent. The use of improper packaging eliminates the warranty, resulting in the full payment of the component by the customer.

Defective products must be kept available for Lemorau inspections for 30 days from the date of notification and must not be returned to Lemorau before. At Lemorau’s request, specimens of goods found to be defective must be sent back to Lemorau. If the purchaser does not comply with this clause negligently, he will not have the right to reject the merchandise and Lemorau will have no responsibility for such defects or incompleteness.

The buyer must immediately notify Lemorau if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Lemorau based on the defective goods, nor shall Lemorau be obliged to indemnify it.

If the goods or services do not comply with the warranty, Lemorau’s only obligation is to make the necessary adjustments or other repairs necessary to complete the work, repair or replace the defective products.

Lemorau guarantees that the goods manufactured by it correspond to the specification agreed with the customer. It guarantees that it will provide services in a professional manner and that the goods manufactured by it, under normal use, will be free from defects in material, workmanship and manufacture for a period of 12 months from the reception of the goods. During this 12-month period, any defective parts will be provided free of charge by Lemorau, however, the respective transport will be made at the expense of the buyer and at his cost. Travel, hotel accommodation, meals and hour of service of the technician (s) (travel time is counted) is the total responsibility of the customer during the warranty period. This guarantee is given subject to other express conditions established in these general conditions of sale.

8. Technical Advises

Our technical advises are given according to our best knowledge and experience. Buyer is obliged to apply due diligence in verifying applicability of our advice to his special conditions of production or application.

Concerning our technical advises, which are given free of charge, we will only be liable for damages caused by gross negligence or deliberate acts from our part or by our lawful representatives or auxiliary persons. Unless intentional violation of conditions of sale has been proven, we will only be liable for damages that occur foreseeable and typically.

9. Miscellaneous

Any of Lemorau’s conditions of sales obligations may be fulfilled by any other company within the Lemorau group which is expressly accepted by buyer.

The buyer must not assign any of its rights or obligations without Lemorau’s prior consent.

Lemorau may cancel the Sale with immediate effect if the buyer enters a voluntary arrangement with its creditors, is subject to a bankruptcy proceeding, suffers an administration order, goes into liquidation or has a receiver appointed.

If any part of any provision of these conditions is deemed illegal, void or unenforceable it shall be deemed severed from the remainder of these Conditions which shall remain in force.

No waiver of any provision by Lemorau shall be deemed a waiver of any subsequent breach by the buyer.

No variations to these Conditions shall be binding unless agreed in writing by Lemorau.

10. Lemorau Design Changes

Lemorau reserves the right to make changes to the projects so that they are for the benefit of both parties. However, Lemorau will not be obliged to make such changes on machines already delivered.

11. Confidentiality

Unless expressly agreed otherwise in writing or by means of General Terms and Conditions, the information provided to Lemorau in conjunction with the order requisition will not be considered confidential.

LEMORAU – Serralharia Mecânica Unipessoal, Lda.

Rua Professor José Francisco da Hora, 298 • 4455-868 Santa Cruz do Bispo, Matosinhos, Portugal

+351 229 957 317 (Call to national landline) | geral@lemorau.com | www.lemorau.com

NIPC: PT 501 798 048 | C.R.C. Matrícula No 43587 | Capital Social 5 000,00 Euros