General conditions of Sale

The General Sales Conditions contained in this document regulate all commercial transactions between Pinto Brasil Renováveis S.A. hereinafter referred to as “PBR” and the buyer hereinafter referred to as “Customer”.


1.1. Every order presupposes that the customer is fully aware of these General Sales Conditions, so the customer expressly and irrevocably declares that he has received them on this date, accepts them and undertakes to comply with them.

1.2. The object of the supply is conditioned by the order confirmation by PBR or, failing that, by the customer's order form. Any changes, additions or total or partial cancellations of orders will only be valid after written acceptance by PBR.

1.3. The supplies, services and quotes provided by PBR are expressly carried out under the following conditions. These are equally applicable to all future business relationships, even if not expressly reiterated. Any deviation from these conditions requires our written approval.

1.4. The technical descriptions, drawings, photographs, images and other information contained in the catalogues, prices and technical/commercial brochures are for information purposes only, always prevailing the prices in force on the date of supply. PBR reserves the right to modify or change them without prior notice, without these changes causing changes in commercial contracts and orders in progress or pending delivery.

1.5. The validity of any exceptional situations or additional clauses depends on the acceptance by PBR, considering the usual practices as mere tolerance and not as a revocation of these general conditions.


2.1. The budgets presented are limited to those defined in the respective specifications / elements that gave rise to the preparation of the budget in question. Any and all changes will be subject to approval and re-budgeting.

2.2. Only the execution of the budgets approved by the Client may be attributable to PBR's responsibility.

2.3. Unless expressly stated otherwise, the quotes presented by PBR are free of any commitment. Models and samples constitute non-binding reference elements. Contracts or commitments are only binding upon written confirmation of the order or upon delivery. In this case, the invoice replaces the order confirmation.

2.4. Verbal and written technical support is provided without any commitment and does not exempt the buyer from carrying out a verification of the products as to their suitability for the means and purposes for which they are intended


3.1. Unless otherwise agreed, the prices are considered Ex-works at the factory gate, plus the cost of packaging and transport, as well as the legal VAT rate in force on the date of delivery, where applicable.

3.2. Unless expressly stated otherwise, prices are based on current cost factors and are not a binding factor. If, up to the date of delivery, there are changes in the cost factors, for example, due to the increase in the price of raw materials or wages, PBR reserves the right to proceed with the respective price adjustment.

3.3. Whenever there are changes in prices, the new values ​​will apply to all orders pending delivery on the effective date of the change. If the customer does not accept the new price, he may cancel the new order, notifying PBR in writing, within a maximum period of 8 days from the date of notice of the price change. After this period, it is understood that you give your full agreement to the new conditions.

3.4. For orders for which no prices have been agreed, the prices in force on the date of delivery apply.

3.5. Unless expressly agreed to the contrary, sales prices, as well as all quotations and calculations, are presented in euros (EUR).


4.1. Except in situations where other supply conditions are agreed, invoices will be issued for prompt payment. Payment must be made in cash, debit card, check, bank transfer, or other means of payment previously negotiated and accepted by PBR.

4.2. The supply on credit presupposes the analysis and agreement of PBR, with regard to conditions, amount and payment term, to be agreed in writing.

4.3. PBR reserves the right to charge interest on late payment, under the terms of paragraph 3 of article 102 of the Commercial Code, at the rate of 4%. If the delay exceeds 60 days, the rate indicated will increase by 4 p.p., rising to 8%. The aforementioned interest on late payment will be debited via a Debit Note.

4.4. Payment must be made regardless of any claims. The place of fulfillment for payments is the PBR headquarters.

4.5. PBR reserves the right to cancel supplies at any time, particularly in cases where credit limits, amounts or deadlines are exceeded.

4.6. The limits and criteria are established by PBR, based on available information regarding the Client. PBR reserves the right to request information from the Customer to substantiate the limit assigned. The Customer may, at any time, request a review of the allocated limit, and for this purpose, it must support the same with accounting/financial elements that support these same requests. The responsibility for the attribution/review of the same is assigned to PBR, without having to justify them to the Customer or third parties.

4.7. PBR reserves the right to cancel (without any liability) orders pending delivery, when the customer has not fully or partially fulfilled previous contracts or payments.

4.8. Unless otherwise agreed, payment retention and set-off are only permitted when the buyer's counter-claim is uncontested, validated and accepted by PBR or confirmed in court.

4.9. Failure to pay by the due date of the invoice leads immediately and without prior notice to a situation of default.

4.10. In case of delay in payment, all open invoices are immediately due and due payment can be claimed. In the event of non-compliance with the payment terms or in the event of circumstances that reduce the financial credibility of the buyer, PBR reserves the right to claim immediate payment of all credits, regardless of the due date. PBR also reserves the right to make future supplies against advance payment or presentation of guarantees. If the advance payments or the presentation of guarantees do not take place by the deadline previously established, PBR acquires the right to terminate the contract within the scope of services not yet provided, for reasons directly attributable to the customer, and consequently all the buyer's rights with respect to deliveries not made will be automatically cancelled.


5.1. Any commercial or quantity discount, abseiling, or additional bonus granted over list prices, is always subject to what has been previously agreed by PBR and to the full compliance with the individually contracted conditions.

5.2. In case of total or partial non-compliance with the aforementioned contractual conditions, lack of payment or delays thereof, PBR reserves the right to cancel all bonuses, discounts or abseiling.


6.1. The goods supplied are the property of PBR until they are fully paid (Article 409 of the Civil Code), with the Customer being responsible for the trustee of the material supplied by PBR until the full compliance with the contractual obligations assumed.

6.2. The buyer has the right to use and market the goods subject to the usual commercial procedures.

6.3. In case of breach of contract by the buyer, in particular delays in payments, PBR reserves the right to invoke the right of ownership, demanding the immediate delivery of the goods subject to reservation, appropriating directly or through representatives .

6.4. The buyer must take out adequate insurance, namely against fire and theft, for the merchandise with reservation of title.


7.1. The place of fulfillment of supplies is the PBR headquarters.

7.2. Unless previously agreed upon, partial deliveries are permitted.

7.3. The buyer may withdraw from the contract if it is not possible to deliver part of the order and if he has a legitimate reason to refuse to deliver part of the order. If this is not the case, the buyer must pay the contractual value of the partial supply.

7.4. As soon as the goods are ready to be collected, this must be communicated to the buyer, who must immediately proceed with the respective collection at the end of the indicated period; otherwise, PBR reserves the right to proceed with the shipment with a carrier of its choice or to proceed with the storage, the costs and inherent risks being the responsibility of the buyer. With the communication about the availability of the goods, it is considered supplied, and the respective invoice can be issued.

7.5. The shipment and transport of the goods always take place at the customer's expense and risk, even when at the customer's request, PBR coordinates the respective shipment. In this scenario, the type of transport, the means and the route, as well as the type and scope of the necessary means of protection and the choice of carrier or freight forwarder, as well as the packaging are at the discretion of PBR. The criteria and care usually in practice will be respected, under the exclusion of any liability. Transport charges will be added to the overall sales price, unless otherwise agreed.

7.6. Insurance will only be taken out for the goods at the express request of the buyer, and the respective costs will be charged to him.

7.7. In the event of loss, damage or damage to the goods, or even in the event of delay in their delivery, it is up to the Customer (or recipient) to describe, in detail, the general condition of the goods upon receipt, as well as , the basis for any reservation in the respective transport document. In the event of omission or insufficiency of this description, PBR will not be held responsible for any losses reported after receipt of the goods.

7.8. Only and when previously and individually agreed, on a case-by-case basis with the Customer, the conditions of transport and place of delivery may differ from those mentioned here.


8.1. Unless otherwise agreed, the transfer of risk takes place when the goods are delivered to the carrier or freight forwarder or when the goods leave the factory or warehouse.


9.1. Delivery and service delivery deadlines are considered fulfilled when, by the deadline, the object to be supplied leaves the factory or when the carrier is informed or the provision of the service is completed.

9.2. Delivery times requested by the customer are considered merely indicative and subject to confirmation when requested. PBR cannot be held responsible for damages resulting from delivery delays or any type of penalties, except when these are duly indicated in the contract.

9.3. The delivery period can only be considered from the date of clarification of all the technical and/or commercial conditions, the delivery by the customer of all the elements necessary for the execution of the order and after the advance payment has been made, when it has been awake.

9.4. The delivery and/or supply period is considered to have been met, provided that the customer is informed that the goods are ready to be shipped, or, if the goods leave PBR's warehouses within the stipulated period.

9.5. Failure to comply with the delivery deadline, which gives rise to a customer complaint, will cause PBR to analyze it for treatment and subsequent corrective action.

9.6. The deadline for delivery and provision of the service increases proportionally in situations of labor disputes, namely strikes and blockages, as well as unforeseen circumstances and to the PBR of others, which will constitute a Force Majeure factor provided for in the terms of paragraph 1 of article 790 of the Code Civil, provided that these impediments significantly and demonstrably influence the performance of the supply or the provision of the service. This is also applicable if these circumstances occur with PBR's suppliers or if the supply of raw material is insufficient for reasons beyond PBR's own control. Any delays resulting therefrom will not constitute just cause for the cancellation of the order by the Customer. In relevant situations, the buyer will be informed, as soon as possible, of the start and end date of the impediments.

9.7. Supplies and services (fulfillment of the contract) are subject to reservation as long as there are no impediments to their fulfillment based on national or international regulations, namely export control, as well as embargoes or other sanctions. The parties undertake to provide all information and documents necessary for export/transfer/import. Delays related to export controls or the granting of licenses suspend the deadlines set for supply. If the necessary licenses are not granted, the contract is considered not to have been fulfilled in relation to the articles in question; any rights to compensation for failure to meet deadlines are therefore excluded.


10.1. Complaints regarding incomplete, damaged or incorrect supplies must be made immediately and in writing within fifteen days of receipt of the goods. Otherwise, the supply will be considered accepted.

10.2. Claims will only be accepted for manufacturing defects of the equipment supplied and for the period indicated in the product warranty, provided that they have been used under normal conditions and for the purposes for which they were designed, if they are correctly installed in accordance with the regulations in force. and have been used within the characteristics expressly indicated for that purpose.

10.3. Unless the defect is obvious and visible, PBR will only accept the claim definitively (by exchanging the equipment or issuing the respective credit note) after a period of up to two weeks, counting from the date of the claim, for verification and confirmation of the claimed defect.

10.4. Any other claims can only be considered valid when duly substantiated and presented within fifteen days from the date of delivery of the equipment.

10.5. All items that are defective during the warranty period are repaired or replaced at no cost to the buyer, provided that there is a cause for the defect at the time of transfer of risk.

10.6. First of all, PBR must be given a reasonable period of time to correct the defect.

10.7. Claims based on slight deviations from the agreed quality and characteristics, on slight limitations to the use of the product, as well as on natural wear and tear or damage occurring after the transfer of risk and as a result of incorrect or negligent use or excessive or inappropriate use will not be accepted.

10.8. PBR reserves the right to reject any claims if the buyer fails to present the damaged material within 4 weeks of the request. This does not apply in cases where the presentation of the article becomes impossible due to its characteristics or its installation.


11.1. Returns will only be accepted after prior agreement by PBR and on condition that the equipment and/or goods are returned in good condition and packed in their original packaging. In these cases, PBR will depreciate an amount corresponding to 10% of the value of the initial sale, to cover any expenses incurred, such as: transport, reception, inspection, etc.


12.1. PBR's liability is limited to the goods and services contained in the purchase order / specifications, not being responsible for goods supplied by third parties or for services that were not provided by PBR.

12.2. PBR cannot be held responsible for lost profits resulting from repairs to supplied goods, whether due to malfunctions, delivery delays or malfunctions.

12.3. To the extent permitted by law, all claims for damage caused to third parties arising from the normal operation of the purchased equipment are excluded.

12.4. PBR assumes no responsibility for the correct operation or defects of products manufactured in accordance with the customer's instructions.

12.5. Any intervention not validated/authorized by PBR in the equipment supplied, releases PBR of any responsibility for the same, immediately terminating the warranty


13.1. The Customer authorizes the assignment of the claims that PBR holds over it, resulting from current commercial activity, to Financial Institutions or Factoring companies, legally constituted and registered for this purpose, pursuant to the provisions of article 577 of the Civil Code.

13.2. As a result of the good commercial relationship, PBR is committed to safeguarding potential commercial issues from future attempts at coercive collection by financial operators, on invoices that present pending commercial disputes.

13.3. It is the Customer's responsibility to make the proper and timely payment of the invoices to PBR or to whom it indicates, as a result of the assignment of credits authorized above.


14.1. PBR reserves all industrial property rights and intellectual rights relating to designs, models and similar information, which may only be made available to third parties with their prior consent.

14.2. Regarding the sketches and drawings developed by PBR, the exclusive right to manufacture is safeguarded in all cases regarding the corresponding article. The transmission or reproduction of this documentation, as well as the tools, evaluation and communication of its content is not allowed, whenever it is not expressly authorized. The transgression requires compensation for damages and losses. All rights are reserved in respect of patent granting cases. The buyer assumes the guarantee that the manufacture and delivery of objects, which are carried out according to his/her instructions, do not violate the protection rights of third parties. The molds, patterns and other devices remain our exclusive property, even if the purchaser bears the expenses.

14.3. Whenever PBR manufactures or produces the models or molds at the customer's request, it will charge part of the costs separately on the invoice. As this cost-sharing does not cover expenses relating to sketching, initial construction or technical expertise and maintenance, the models and molds, as well as tools, including accessories, remain the property of PBR. Mold costs, among others, are paid upon presentation of the invoice plus the legal tax, when applicable. After 3 years from the last delivery of the manufactured article, PBR's conservation obligation ceases.

14.4. If the supply must correspond to drawings, models, samples or parts provided by the purchaser, the purchaser must ensure that this does not violate the industrial property rights of third parties. Buyer shall hold PBR harmless against third party claims and pay for damages caused. If we are prevented by a third party from producing or supplying a certain product, based on the invocation of a property right held by it, PBR has the right to interrupt the works, without verification of the legal issue, until it is duly clarified by the buyer. and by the third. It also reserves the right to terminate the contract if the delay makes it impossible for the work to proceed properly.


15.1. Any conditionality to the order, demanded or claimed by the customer, that does not fit the general conditions of sale, or the particular conditions of each product, will be considered null and void, unless confirmed in writing by PBR.

15.2. The total or partial nullity of any of the conditions expressed in these general conditions of sale will not affect the full validity of the others.


16.1. The Client undertakes to treat with secrecy and absolute confidentiality any and all information received from PBR, as well as to make use of it for the purposes for which it derives.

16.2. The Client is responsible for defending the good name of PBR with third parties, arising from the normal commercial relationship. Any situation that may jeopardize the image or good name of PBR gives it the right to be compensated for the losses and lost profits that such a situation may cause


17.1. The Judicial Court of the District of Guimarães is competent for the judgment and appreciation of all issues arising from these general conditions of sale, including their validity, interpretation and application, with express waiver of any other, if other than the legal obligation. imposed.

17.2. The Court of the Comarca de Guimarães is also established as an exclusive forum, for the resolution of disputes between the parties arising from the commercial relationship.

17.3. These general conditions of sale are governed by Portuguese and European legislation applicable to the matter.