Thomas & Bradshaw – International, Lda. (henceforth briefly designated as the ‘Company’) is a trading society which, among other things, dedicates itself to the technical appreciation of product labelling intended for consumption, taking into account the legal regime applicable to them in this matter, as well as the associated good practices.
(a) All offers or services and all resulting contractual relationship between the Company or any of its agents and the Client will be ruled by these general terms of service (from this point forward referred to as ‘General Terms’), except when they are at variance with (i) the regulations that rule services performed in the interest of governments, government agencies or any other public entity or (ii) local mandatory legal dispositions.
(b) The Company may pay services for people or entities (private, public or governmental) that emit instructions (from now on abbreviated as the ‘Client’).
(a) The Company will provide services with reasonable care and skill and according to the Client’s specific instructions as confirmed by the Company or, in the absence of such instructions, the following elements will be considered:
(1) the terms of any order form or standard specification sheet of the company and/ or
(2) any business practice, custom and usage or relevant and/or
(3) methods that the Company considers appropriate on technical, operational and financial fundaments.
(b) The Client acknowledges that the Company, by providing services, does not take the place of the Client or of a third party. Moreover, the Company neither exempts the Client from any of its obligations nor assumes, abridges, abrogates or undertakes to comply with any duty of the Client to a third party or a third party to the Client.
The Client undertakes to provide the Company with all relevant information, instructions and documents necessary or sufficient in order to enable the required services to be executed. Any delay in providing such documents, information or instructions will fall solely upon the Client, as well as the eventual consequences providing from such delay.
(a) The fees that have not been defined between the Company and the Client at the time the order is placed or the contract is negotiated will correspond to the standard rates of the Company (subject to change) and all applicable taxes shall solely be paid by the Client.
(b) The Client will pay the Company all due fees for services by it rendered within 30 days from the date of the invoice or within another deadline if defined by the Company in the invoice (the maturity date). The lack of payment will lead to interest at the legal rate from the due date up to and including the effective date of payment.
(c) The Client will not be granted the right of retaining or deferring the payment of any amount owed to the Company on account of any dispute, claim or compensation that the Client may come to allege against the Company.
(d) If the Client fails to pay the value in debt within the established deadline for this purpose, the Company may activate a charging process in order to recover unpaid fees.
(e) The Client undertakes to pay all expenses disbursed by the Company related to the collection of their claims, including lawyer fees, court expenses, as well as other incurred charges.
(f) If any unforeseen or unanticipated expenses take place during the execution of the services, the Company will endeavor to inform the Client and will be granted the right to charge additional fees to cover the extra time and the extra costs involved to complete the services.
(g) If the Company fails to execute the services, in whole or in part, for any reason unrelated to the Company’s control, including failure by the Client regarding its obligations under the clause 3, previously mentioned, the Company will be entitled to the payment of:
(1) the amount of all non-refundable costs incurred by the Company and;
(2) the proportional part of the agreed fees for the services that were carried out effectively.
The Company reserves the right to suspend or terminate, immediately and without charges, the provision of services in the case of:
(a) the Client´s noncompliance of any of the obligations set out in these Terms, if it is not performed within 10 days counting from the formal notification of the default made to the Client or
(b) any suspension of the Client’s activity, debt negotiation between creditors and debtors, bankruptcy, insolvency or analogous proceedings, judicial liquidation or business cessation by the Client.
(a) Liability Limits
(1) The Company is neither an insurer nor a guarantor and assumes no responsibility for these functions. Clients who seek a guarantee against loss or damage shall obtain an appropriate insurance.
(2) The Reports are issued based on the information and / or documents provided by the Client or on its behalf, as well as on the applicable legal dispositions, and exclusively for the benefit of the Client, who is responsible for acting as it sees fit according to such Reports. Neither the Company nor any of its officers, employees, agents or subcontractors will be responsible to the Client or any third party for any actions taken or not taken on the basis of those reports or for any incorrect results arising from indeterminate, inaccurate, erroneous, incomplete, misleading or false information provided to the Company.
(3) The Company will not be responsible for any delay in execution, partial or total of non-performed services resulting, directly or indirectly, from any situation beyond its control, including the failure by the Client of any of its obligations under the present conditions.
(4) The Company’s liability in respect of any claim for loss, damage or expense of any nature will not exceed a total aggregate sum equal to 10 times the amount of fees paid for the specific service that has given rise to such claim or € 5000 (or its equivalent in local currency), whichever is the lower amount.
(5) The Company will not be responsible for any indirect or consequential damages, including without limitation, loss of profits, loss of business, loss of profitability, loss of goodwill or expenses resulting from the withdrawal of products from the market. The Company will not be accountable for any loss, damage or expense arising from claims made by third parties (including, without limitation, claims for responsibility regarding the complaints on the product) which may be faced by the Client.
(6) In the event of any claim, the Client shall notify the Company in writing, within 30 days after its detection, detailing the alleged facts to justify such request. Nevertheless, the Company will be exempt from any liability for all claims concerning loss, damage or expense unless legal action is brought within one year starting from:
(i) the execution date, by the Company, of the services that originated the claim; or .
(ii) the date when the service should have been completed in the case of nonperformance.
(b) Indemnity: The Client will guarantee, exempt from responsibility and indemnify the Company and its officers, employees, agents or subcontractors, with respect to all claims (real or potential) done by any third party for loss, damage or expense regardless of its nature including all legal and related costs, and those originated in the allegation, execution or non-execution of any service.
If any of the clauses found in these General Terms is considered to be illegal or unattainable under any aspect, the validity, legality and applicability of the remaining clauses will not be affected or impaired thereby.
During the provision of services and for a one year period from the cessation of such services, the Client shall not incite or encourage the Company’s employees, or make them any offer, directly or indirectly, to leave their jobs from the Company.
The use of the Company’s name or trademarks for advertising purposes is not allowed without a prior written permission.
All the disputes arising out of or related to a contractual relationship mentioned herein will be ruled by the Portuguese law, and the competent courts of the district of Lisbon, unless otherwise expressly agreed in writing.