General Terms of Service

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01
General

A 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 labeling intended for consumption, taking into account the legal regime applicable to them in this matter, as well as the associated

  1. good practices (i) regulations governing services provided in the interests of governments, government bodies or any other public entity or (ii) local mandatory legal provisions, all proposals or services and all resulting contractual relationship(s) between the Company or any of its agents and the Customer (“Relationship Contractual(s)”), will be governed by these general conditions of service (hereinafter referred to as “General Conditions”).

  1. The Company may provide services to people or entities (private, public or governmental) that issue instructions (hereinafter referred to as “Client”) for short.

02
Services provision
  1. The Company will provide the services with reasonable care and diligence and following the Client’s specific instructions as confirmed by the Company or, in the absence of such instructions, with:

  1. the terms of any order form or standard specification sheet of the Society; and/or

  2. any relevant trade practice, usage or custom; and/or

  3. the methods that the Company considers appropriate on technical, operational and/or financial grounds.

(b) The Client acknowledges that the Company, when providing the services, does not take the place of the Client or third parties, does not exempt them from any of their obligations, nor does it assume, reduce, revoke or undertake to fulfill any obligation of the Customer to third parties or of third parties to the Customer.

03
Customer Obligations

The Client undertakes to provide the Company with all relevant information, instructions and sufficient or necessary documents, in order to allow the requested services to be performed. Any delay in making such documents, elements or instructions available will be exclusively attributable to the Customer, as well as the possible consequences of such delay.

04
Fees and Payment

(a) Customer at the time the order is placed or the contract is negotiated will correspond to the Company’s standard rates (subject to change) and all applicable taxes will be exclusively paid by the Customer.

(b) The Client will pay all fees owed to the Company for the services provided by the Company within a maximum period of 30 days from the date of issue of the invoice or within another period, if such period is established by the Company in the invoice ( the “Due Date”). Failure to pay will give rise to default interest at the legal rate from the due date up to and including the effective date of payment.

(c) The Client shall not be entitled to withhold or postpone payment of any sums due to the Company on account of any dispute, claim or compensation which the Client may assert against the Company.

(d) If the Client does not pay the amounts owed within the period established for this purpose, the Company may choose to initiate proceedings for the collection of unpaid fees in any court competent to do so.

(e) The Customer undertakes to pay all expenses disbursed by the Company relating to the collection of its credit, including lawyer’s fees, court costs and other related costs.

(f) If any unforeseen circumstances or unforeseen expenses arise during the execution of the services, the Company will endeavor to inform the Client and will have the right to charge additional fees to cover the extra time and extra costs incurred to complete the services.

(g) If the Company is unable to perform the services, in whole or in part, for any reason beyond the Company’s control, including the Customer’s failure to comply with any of its obligations set out in clause 3 above, the Company will have the right to payment of:

  1. the amount of all non-refundable expenses incurred by the Company; It is

  2. the part of the agreed fees proportional to the services actually performed

05
Suspension or Termination of Services

The Company reserves the right to suspend or cease, immediately and without charge, the provision of services, in the event of:

(a) failure by the Customer to comply with any of the obligations set out in these Conditions, if the obligation in question is not fulfilled within 10 days from the notification of the non-compliance in question made to the Customer; or

(b) any suspension of the Customer’s activity, debt negotiation between creditors and debtors, bankruptcy, insolvency or similar procedure, judicial liquidation or cessation of business by the Customer.

06
Liability and Indemnity

a) Limits of Liability

(1) The Company is neither an insurer nor a guarantor and assumes no liability in that capacity. Customers seeking a guarantee against loss or damage must obtain appropriate insurance.

(2) Reports are issued based on information and/or documents provided by the Client, or on its behalf, as well as applicable legal provisions, and exclusively for the benefit of the Client, who is responsible for acting in accordance with what he considers most convenient based on these Reports. Neither the Company nor any of its managers, employees, agents or subcontractors, shall be liable to the Client or any third party for any actions taken or not taken based on these Reports, nor for any resulting incorrect result of indeterminate, inaccurate, erroneous, incomplete, misleading or false information provided to the Company.

(3) The Company will not be responsible for any delay in execution, total or partial non-performance of services arising, directly or indirectly, from any situation beyond its control, including failure by the Customer to comply with any of its expected obligations in these Conditions.

(4) The Company’s liability in relation to any claim for loss, damage or charge of any nature whatsoever will under no circumstances exceed a total aggregate amount equal to 10 times the amount of the fees paid in respect of the specific service giving rise to the claim in question or the €5000 (or its equivalent in local currency), always being the lower amount.

(5) The Company will not be responsible for any indirect or consequential losses, including, without limitation, loss of profits, loss of business, loss of profitability, loss of notoriety or expenses resulting from the withdrawal of products from the market. The Company will also not be responsible for any losses, damages or expenses resulting from claims made by third parties (including, without limitation, product liability claims) that may be suffered by the Customer.

(6) In the event of any claim, the Customer must, within 30 days after its detection, notify the Company in writing, detailing the alleged facts that justify such claim. In any case, the Company will be exempt from any liability for all claims for loss, damage or charges, unless legal action is taken within a period of one year, counting from:

  1. the date of execution, by the Company, of the services that gave rise to the claim; or

  2. the date on which the service should have been completed in the event of an allegation of non-performance.

(b) Indemnity: The Client will guarantee, hold harmless and indemnify the Company, as well as its managers, employees, agents or subcontractors, with respect to all claims (actual or potential) made by third parties, for loss, damage or charge, whatever whatever the nature, including all legal expenses and related costs, and which in any way arise from the execution, alleged execution or non-execution of any service.

07
Several

If any of the clauses of these General Conditions are considered illegal or unenforceable in any respect, the validity, legality and applicability of the remaining clauses will not, in any way, be affected or impaired by this fact.

During the provision of services and for a period of one year following the cessation of provision of such services, the Client will not incite or encourage the Company’s employees, or make any offer, directly or indirectly, to them to leave their employment with the Company.

The use of the Company’s name or trademarks for advertising purposes is not permitted without the Company’s prior written authorization.


8. Applicable Law, Jurisdiction and Dispute Resolution

Except when specifically agreed otherwise in writing, all disputes arising out of or in connection with the contractual relationship(s) mentioned herein

08
Applicable Law, Jurisdiction and Dispute Settlement

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.