GENERAL TERMS OF SALE
Law no. 92.1442 of 31 December 1992 and no. 95.12 of 29 January 1993 modifying the ruling of 1 December 1986 regulating the terms of payment.
No discount for advance payment. Penalties: failure to respect the indicated payment date will incur monthly late payment penalties equal to 1.5 times the legal interest rate.
RETENTION OF TITLE CLAUSE
In compliance with the law dated 12 May 1980, the goods remain the property of the seller until complete payment of the price in principal and accessories. It is however understood that the simple sending of a bill creating an obligation to pay, draft or other, does not constitute a payment in the sense of the present clause, the original credit of the seller to the buyer continues with all the attached guarantees, including retention of title until the said title has been actually paid for. The above dispositions do not prevent, as from delivery of the goods, the transfer to the buyer of the risks of loss or deterioration of the goods subject to retention of title as well as the liability they may occasion. The purchaser must have taken out insurance to cover the risks pertaining to the goods delivered by the seller and this as from the moment the goods leave the cellars and warehouse of the seller in order that they be insured until complete payment of the price.
Until the price has been completely paid, the buyer must individualise the goods delivered as of the present contract and not mix them with other goods coming from other suppliers. If individualisation is not carried out, the seller may demand refunding or take back goods remaining in stock. In the case of attachment or any other intervention by a third party on the goods, the buyer must imperatively inform the seller about it without delay, in order to enable him to block the intervention and preserve his rights. The purchaser cannot furthermore give ownership of the goods as security or pass them over as a guarantee. The purchaser is authorised, within the normal running of his business, to resell the goods, subject to the present contract. However, he is compelled, in the case of resale, to pay the sales price owed to the seller and in the case of resale with staggered payment dates to inform on the first request of the seller the names and addresses of the purchasers as well as the amount that may remain to be paid by them.
In the hypothetical situation whereby the buyer is subject to a receivership procedure, he agrees to inform the seller about it by registered letter with acknowledgement of receipt within fifteen days of the court judgement certifying the state of cessation of payments so that the seller may be able to claim the goods in kind among the assets of the purchaser or in the event the sale price.