The Terms and Conditions herein, unless varied expressly in writing by agreement of Gustavo Cudell, Lda. and its contracting party, shall apply to all contracts entered into with the company, Gustavo Cudell, Lda. For the avoidance of doubt, these Terms and Conditions are prepared in both the Portuguese and English languages, however, in the event of any conflict, inconsistency or uncertainty, the Portuguese language version shall prevail.

I – Introduction

1. All orders taken to be fixed and accepted by Gustavo Cudell, Lda. (GC) mean that the Buyer is bound by these conditions of sale, which shall take precedence over all provisions included in the orders or any correspondence of the Buyers to the extent that the same contradict these General Conditions of Sale, unless accepted in writing by GC, and subject to the provisions of the law.
2. The sale of goods by GC is subject to the inclusion of the General Conditions of Sale herein in sole contracts and to their acceptance by the Buyer, who is deemed to have read, understood and accepted the same. GC is available to clarify all questions presented to it on the meaning of the same.
3. All orders addressed to GC are taken to be fixed and accepted after written confirmation is provided of the same by GC´s managements.

1. GC's prices are deemed to be entirely net in respect of existing goods in the respective warehouses, which goods shall be transported from its warehouse to the place of delivery at the expense and risk of the Buyer.
2. Even where the transportation costs are included in the price, the goods shall always be transported at the expense and risk of the Buyer, in respect of which GC shall not accept goods returns or claims which relate to damage in transit or the loading and discharge operations.
3. The net price agreed shall be subject to Value Added Tax (VAT) at the applicable rate in force on the date of sale or any other tax which, is or becomes legally, due to the State.

1. Save where expressly notified by GC, supply dates are provided on a merely indicative basis, subject to the provisions of the law.
2. Accordingly, the non fulfilment of merely indicative supply dates shall not be a ground for cancellation of the order by the Buyer nor reason for claimingb any form of compensation from GC, save as provided for by law.
3. Equally, GC shall not be liable for any delay or the late supply of goods, where the same arises from force majeure or unforeseen circumstances and where GC did not contribute towards this through any intentional or serious guilty act, which prevent the manufacture of the goods at their origin, their transit or delivery in Portugal and, furthermore, in circumstances relating to strikes, fire, flooding, serious accidents with goods and tools, wars, epidemics, acts of vandalism, sabotage, terrorism, interruptions in transport and abnormal climate conditions.

1. All credit sales shall me made with subject to the retention of title in favour of GC in respect of the goods sold until full payment of the respective price.
2. Consequently, title in the goods supplied shall only pass to the Buyer on full payment of the price, with the Buyer, until title passes, not being entitled to permit any usage of the goods, any encumbrance, assignment or to move them, as well as to deal in the same in any way under any circumstances without obtaining the previous consent of GC for this purpose.

1. GC warrants the performance of the goods supplied against all manufacturing defects for the period of one year from the actual delivery date of the goods to the Buyer. Notwithstanding this, whenever mandatory provisions of law impose a longer warranty period, the legally imposed period shall apply. If the goods are not immediately collected for reasons attributable to the Buyer, the warranty period shall begin from the date on which the respective invoice is issued.
2. The warranty provided for in the preceding paragraph shall not apply to substitutions and repairs effected as a result of normal wear and tear, from deterioration and accidents caused by negligent use, lack of supervision, maintenance or defective use, as well as using the goods in extreme conditions and conditions falling outside what are deemed to be normal conditions and, using the goods in different ways to that for which they were manufactured or sold. It shall also not apply when the Buyer intervenes in the goods, namely in their repair or attempt at repairing, in any way or for any other purpose.
3. The existence of a defect must be acknowledged by GC's technical services at the premises of the same. In the event of a defect, the Buyer shall be entitled to rely upon all rights arising under the law, namely the right to repair or substitution of the defective good, without any additional costs, during the period of the above referred to warranty.
4. Any parts which are to be substituted, under the terms of the abovementioned warranty, shall be returned to GC.
5. GC shall not be liable for any damage caused through the acts of its representatives and assistants, in the event of minor blame.

1. Subject to the Buyer´s rights, during the abovementioned warranty period, any technical assistance or services provided by GC shall be paid by the Buyer.
2. Subject to the Buyer's rights, during the abovementioned warranty period, all material which is to be substituted or repaired shall be delivered at GC's premises at the Buyer's expense.
3. A Buyer which requests the guidance or technical assistance of GC and makes available employees or personnel to the latter, whether these are subcontracted or temporary workmen and remunerated by the Buyer, shall have in force, in respect of these, valid insurance for accidents in the workplace, and shall observe applicable safety rules.
4. The Buyer shall, furthermore, oberve all applicable environmental law rules in force.

1. All studies, drawings, drafts and documents, of any nature, supplied by GC to the Buyer, are the property of the former, who shall own any intellectual and industrial proporty rights which may exist over the same, with the Buyer not being permitted to disclose these to third parties or use them for any purpose, other than that which GC attributes to them, without obtaining the latter's prior written consent, with the studies, drawings, drafts and documents being returned to GC immediately upon the latter requesting the same in writing.
2. GC is the legitimate owner of the registered marks "Gustavo Cudell", "Cudell", "Loja de Rega", "Cudell Engenharia e Serviços" and "Cudell Outdoor Solutions".

1. All invoices shall be paid, without prejudice to applicable legal provisions, at the registered offices of GC, in the city of Oporto.
2. In the event that payment is to be effected in instalments, the failure to promptly make one payment, by the Buyer, shall result in all subsequent payments becoming immediately due for payment without prejudice to mandatory law which provides otherwise.
3. The failure to pay a single invoice, in accordance with the contractually provided for conditions, confers upon GC the option to immediately suspend any new supplies.
4. In the event that the Buyer delays in meeting any instalment, interest at the statutory commercial rate plus five percentage points, shall be applied to the amount outstanding for the period that the delay continues.

1. Independently of the destination, the risk of the goods deteriorating or perishing passes to the Buyer as soon as the goods leave the premises of GC, without prejudice to the legal provisions on the Buyer's rights during the warranty period. However, if the goods remain at GC's premises at the Buyer's convenience, or because the latter is late in collecting the same, the risk passes immediately.
2. Without prejudice to the Buyer's rights during the warranty period, the transportation, packaging, storage and customs expenses, if any, as well as those relating to delivery of the goods, shall be borne by the Buyer.
3. The goods sold, even where the delivery expenses have been paid, shall be transported at the expense and risk of the Buyer, which should exercise its rights, in the event of non delivery, loss, damage or delay against the carrier.
4. In the event of non delivery, loss or damage to the goods, their condition shall be recorded at the time of discharge, with the applicable reservations effected immediately, in the bill of carriage, with the signature of the carrier or its legal representative, under the terms of the applicable legislation.
5. The reservations shall be confirmed, by the Buyer, by registered letter to be sent to the carrier, within eight calendar days, from the date of receipt of the goods.
6. In the event that the above formalities are not complied with, GC shall not be liable for any damage.
7. Whenever the goods sold by GC are not delivered to the Buyer's warehouses, but to another location, it shall be deemed, for all purposes, that the provision of these General Conditions of Sale refer to the warehouses of GC.

A Buyer which exports or intends to export the goods acquired from GC to the United States of America, Canada or Mexico, shall provide GC with prior notice of this re-sale / export purpose, so that GC may conform the sale of the goods with the conditions of its insurance policy and inform in turn the Buyer of this fact.

1. Written notifications addressed to the Buyer from GC shall be sent to the address given in the order, and GC shall immediately be notified of any change. Written notifications addressed to GC from the Buyer shall be sent to the former's registered office. When registered, written communications between the parties are deemed to have been received, unless the contrary is proven, on the thrird day after having been sent, or the first subsequent business day, if that day is not one.

1. The sale and purchase contract may be terminated by GC, in the event that the Buyer fails to pay any of the payment instalments which it is obliged to, without prejudice to mandatory legal provisions stating otherwise.
2. In these circumstances, the Buyer shall return the goods supplied within eight calendar days from the date on which GC notifies it in writing of GC's decision to terminate the contract, as well as reimbursing GC for all possible transportation costs, as well as for any reduction in value suffered by the goods in question.

1. The Oporto District ("Comarca") Courts shall have jurisdiction to determine any questions arising from the general conditions herein, with the jurisdiction of all other Courts expressly renounced, without prejudice to mandatory provisions of law providing otherwise.
2. Portuguese law shall be the applicable law to all sale and purchase contracts executed under the terms of these General Conditions of Sale.

1. The General Conditions of Sale herein shall be communicated to the Buyer through their inclusion in the proposal, the order confirmation or sale documents (delivery note, invoice, cash sale).
2. Any questions which the Buyer seeks be clarified regarding the terms of these General Sale Conditions shall be addressed to GC by letter to its registered office, by electronic mail to the address info-serv@cudell.pt , by facsimile to +351 22 615 8010 or by telephone to the number +351 22 6158090.

Sep/2007 Version