General Terms of Sale
geral@ota-abrasivos.pt
Tel +351 226 178 423 / 443
Call to national fixed network
[27.04.2026]
Definitions
1. The following definitions apply:
a) “Customer” means the person who purchases or agrees to purchase the Product(s) from OTA;
b) “Delivery Date” means the date or date range established, as specified by OTA, on which or within which the Product is to be delivered;
c) “Business Day” means weekdays, from Monday to Friday, excluding national public holidays in Portugal and municipal holidays in the city of Porto. Also excluded from this category are vacation days or closure days of OTA that are communicated or can reasonably be known by the Customer, for example, through a notice included in an email signature, with at least one week’s prior notice relative to the date in question;
d) “Delivery” refers to the moment when the Product(s) is/are loaded and dispatched from OTA’s warehouse or the date of commencement of the provision of services;
e) “OTA” means Organização Técnica de Abrasivos Lda., a company incorporated under the laws of Portugal, with registered office at Rua António da Silva Marinho, 157, 4100-064 Porto, Portugal, with company registration number and tax identification number 500.208.859;
f) “Party” means OTA or the Customer. OTA and the Customer are hereinafter collectively referred to as the “Parties”;
g) “Order” means each purchase order accepted for Products sold by OTA;
h) “Price” means the price quoted by OTA at which the Customer agrees to purchase the Product;
i) “Product” means the goods that the Customer agrees to purchase from OTA in the specified quantity;
j) “Terms” means the terms and conditions of sale set out in this document and any special terms and conditions set out in writing by OTA.
Interpretation
2. The following rules of interpretation apply to these General Terms and Conditions of Sale (“Terms”):
a) Words in the singular include the plural and vice versa, and words referring to any gender include all genders, and words referring to a person include any other legally recognized entity and vice versa;
b) Time periods set out in these Terms refer to calendar days, unless otherwise indicated;
c) Where the day on or by which any act or thing is to be done is a day other than a Business Day, such act or thing shall be done on the next Business Day, unless specifically provided otherwise in these Terms;
d) Headings and underlining are for convenience only and do not affect the interpretation of these Terms;
e) Headings define sections solely for purposes of organization and indexing.
3. These Terms apply to all contracts for the sale of Product(s) by OTA to the Customer and to any written agreement to which these Terms are underlying, to the exclusion of all other terms and conditions, including any terms or conditions that the Customer may seek to apply in any purchase order, order confirmation, or similar document.
4. All Orders for Products shall be deemed an offer by the Customer to purchase the Product in accordance with these Terms.
In the event of any conflict between the Terms set out herein and any written agreement to which these Terms are underlying, the more specific term shall prevail only to the limited extent of such conflict.
5. Both the interpretation of a proposal or offer by OTA and the acceptance of an Order by OTA are expressly conditioned upon the Customer’s acceptance of these Terms, and OTA objects to and rejects any different or additional terms that the Customer may seek to propose.
6. The placing of an order, the acceptance of a proposal, or the payment of an invoice implies full acceptance of these General Terms and Conditions of Sale.
7. Any variation of these Terms (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by OTA.
8. OTA reserves the right to amend these Terms at any time.
9. The date stated in the heading corresponds to the moment when the version of these Terms is made public on OTA’s website (www.ota-abrasivos.com).
10. Each version of the Terms applies to all Orders received after the respective date.
11. Upon acceptance of an Order in writing by OTA, whether by written notification or by actions including the dispatch of the Products, OTA shall supply the Product at the price indicated in the quotation provided by OTA or in another written contract, or, if none exists, at the prices set out in the most recent OTA Price List (collectively referred to as the “Quotation”).
12. Verbal agreements made prior to or at the time of conclusion of the contract shall, whenever possible, be confirmed in writing by OTA, taking into account the provisions of clause 15.
13. All orders are subject to Minimum Order Quantities (MOQ) and batch requirements, with a Minimum Order Value (MOV) of €50.00.
14. A variation in the quantity of the product of plus or minus 10% of the ordered quantity is permitted to the Customer when fulfilling an Order for any item subject to processing.
15. The Customer shall be invoiced for the value of the product actually delivered.
16. OTA reserves the right to review and amend the prices of the Products at any time, namely as a result of changes in the factors influencing underlying costs, such as wages, raw materials, energy, transport, exchange rates, or other production and supply costs.
17. Where nothing is agreed between the Parties regarding the Price for a given Order:
a) The last price applied to the Product shall apply, provided that the supply occurred within the same calendar year;
b) If the last Price refers to a previous year, the Price shall be updated in accordance with the policy established by OTA for the period between the two dates, provided that such policy has been communicated by OTA, for example through a percentage increase applied to the Product or the range of Products to which it belongs;
c) In the two previous cases, OTA is exempt from prior communication of the Price, insofar as it already forms part of the commercial relationship between the Parties;
d) For new Products, OTA must communicate the Price in writing prior to Delivery, and the Customer may refuse or conditionally accept it if such communication has not occurred.
18. Orders for immediate dispatch are invoiced at the price in force on the date of receipt of the order. For scheduled deliveries or any others specifying shipments at a future date, where nothing has been specifically agreed between the Parties, the price in force on the date of dispatch shall apply.
19. Unless previously withdrawn, OTA quotations are available for acceptance within the period specified therein or, where no such period is specified, for two (2) weeks from their date of issue.
20. If the Customer is part of a group of companies or a purchasing group and is therefore entitled to discounts and/or associated conditions, the Customer must indicate which group of companies/purchasing group terms it wishes to apply to its account with OTA.
The Customer may not claim more than one discount or associated condition for the same financial transaction with OTA.
21. If the Customer does not designate a purchasing group/company for the applicable discount or associated conditions, OTA shall assume that the Customer is not affiliated with any group.
22. Unless otherwise agreed between OTA and the Customer, the shipping costs for the Products are determined according to the volume and weight of the Product and its packaging.
23. In the absence of any special agreement, prices shall be considered EXW (Incoterms® 2020), excluding packaging.
24. OTA may establish MOQ and/or batch requirements for each Product upon notification to the Customer. Orders below the MOQ and/or batch requirements may be charged at a higher price or may be rejected by OTA at its sole discretion.
25. OTA shall use commercially reasonable efforts to ship the Products in accordance with the Product shipping schedule or delivery deadlines established by OTA.
26. For orders for which OTA does not have sufficient product to fulfill the Order in full, OTA reserves the right to ship partial quantities and to dispatch the remaining balance at a later date.
27. OTA shall not be liable for failure to ship an Order within the specified timeframe. The delivery conditions indicated are provided for informational purposes only and are not binding on OTA.
28. The quantity and description of the Product(s) shall comply with what is set out in the respective offer, purchase contract, or Order confirmation and as described in the product specifications issued by OTA.
29. The Customer shall accept the Product offered, notwithstanding that the quantity delivered may be greater or less than the quantity purchased, taking into account that:
a) The Customer must notify OTA in writing of any discrepancy in quantity within 24 (twenty-four) hours following Delivery;
b) Such discrepancy in quantity (above or below) does not exceed 10% (ten percent) of the quantity stated in the Offer, in the case of a processed product.
30. If the Customer does not notify OTA in accordance with the previous paragraph, the Product shall be deemed, in all respects, to be in accordance with these Terms, and the Customer shall be obliged to accept and pay for the Product accordingly.
31. Processed or custom-made Products cannot be cancelled after production has commenced.
32. Delivery times communicated to the Customer or indicated in the Order confirmation are merely indicative and do not constitute a contractual obligation, and do not entitle the Customer to compensation, cancellation, or penalties.
33. The delivery period refers to the time from the acceptance of an Order by OTA until the Order is ready to be dispatched from OTA’s facilities.
34. The applicable dispatch location shall be determined by OTA. The “Delivery Period” does not include the transit time of the products from the relevant OTA location to the Customer’s premises.
35. OTA shall not be liable for any losses and/or expenses, including loss of profits, damages, or delays caused to the Customer or its customers arising from delay or non-delivery or late installation of the Product.
36. OTA may, at its discretion, deliver the Product to the Customer in any number of installments, unless it has been previously agreed that the Customer will not receive delivery in installments.
37. If OTA delivers any Product in installments and any one of those installments is defective for any reason:
a) This shall not constitute grounds for repudiation of the contract of sale formed by these Terms;
b) The defective performance shall be a separable breach that only gives rise to a claim for correction or compensation.
38. OTA shall not be liable to the Customer or to any other person claiming through the Customer for any loss or damage to the Product in transit caused by any event of any kind by any person, even if OTA is legally responsible for the person who caused or contributed to such loss or damage.
39. The Customer shall be deemed to have accepted the Product at the time of its Delivery.
40. The Customer may not refuse Delivery due to minor defects.
41. After acceptance, the Customer shall not have the right to reject the Product on the grounds that it does not comply with these Terms.
42. Ownership of the Product shall pass to the Customer at the time of its Delivery, from which point it shall be managed at the Customer’s risk and responsibility.
43. Notwithstanding that Delivery has already been made, ownership of the Product may be claimed and reverted to OTA until:
a) The Customer has paid the Price in full; or
b) No other amount is owed by the Customer to OTA.
44. Unless otherwise agreed in writing between OTA and the Customer, all payments are due immediately, that is, upon Delivery of the Product and following the prior issuance of the invoice by OTA.
45. OTA reserves the right to amend the payment terms or, where granted, the credit limits at any time, upon written notice to the Customer.
46. If the Customer fails to pay for any Product when due, or if the Customer’s financial condition becomes unsatisfactory to OTA, at its sole discretion, OTA may, in addition to other remedies, require cash payments or guarantees satisfactory to OTA before shipment of the Product, cancel an Order and/or suspend deliveries under an Order.
47. OTA may, at its discretion, charge late payment fees and interest at the maximum legal rate on all overdue amounts.
48. Any delay in payment shall automatically, and without notice of default, give rise to the obligation to pay, from the due date, default interest at a rate of 3-month Euribor +10% per annum, with a minimum amount of €25.00.
49. In the event of non-payment by the invoice due date, the amount due under the invoice shall, by operation of law and without notice of default, be increased by damages calculated as the higher of 10% of the outstanding amount or €50.00. Such damages relate to the costs, expenses, or disbursements incurred by OTA in recovering any outstanding amounts, including debt collection agency fees or legal fees, and shall be recoverable from the Customer on an indemnity basis, as acknowledged and agreed by the Customer.
50. Except in cases of defects in the quality of the abrasive material or its processing, as confirmed by OTA, OTA shall not accept the return of Products.
51. OTA and the Customer are committed to promoting effective Product management and to properly managing the environmental, health, safety, and regulatory aspects related to the Product(s).
52. OTA assumes that, in the processing and sale of the Product(s), it complies with all applicable local laws.
53. The Customer shall be solely responsible, and at its own expense, for complying with all applicable local laws, including but not limited to those related to occupational health, safety, and the environment, and shall obtain all necessary authorizations or approvals applicable to the operations, purchase, handling, transport, storage, use, processing, disposal and/or treatment of the Product(s), and the distribution, marketing, sale, and use of products made using or containing the Product(s).
54. The Customer shall provide appropriate environmental, health, safety, and regulatory information related to the Products to its employees and to its customers of resulting products or products using or containing the Product(s). The Customer is solely responsible for ensuring that its employees use appropriate Personal Protective Equipment (PPE) when handling and working with the Products.
55. OTA labels and packages its industrial/professional products for resale to industrial/professional customers for industrial/professional use. Unless otherwise indicated on the packaging or in the applicable Product literature, OTA’s Products are not intended, labelled, or packaged for sale or use by consumers, i.e., the general public.
56. Where Products are intended for the general public, OTA shall issue specific recommendations.
57. Many factors outside OTA’s control and solely within the knowledge and control of the Customer may affect the use and performance of the Product(s) in a specific application. The Customer is solely responsible for evaluating the Product(s) and determining whether the Product(s) is/are suitable for a particular purpose and appropriate for the user’s method of application.
58. OTA shall not be responsible for any improper use of the Product, and the Customer is responsible for testing the suitability of the Product for the intended application.
59. The Product(s) is/are sold or supplied to the Customer primarily for internal use or consumption. The Customer may, however, at its own and sole responsibility, repackage, resell, or redistribute the Product(s), providing all necessary information and support to the end users of the Product(s).
60. Technical information, recommendations, and other statements provided by OTA are based on tests or experience of the Product manufacturers, which OTA believes to be reliable, but the accuracy or completeness of such information is not guaranteed. Such information is intended for persons with sufficient technical knowledge and skills to evaluate and apply their own informed judgment.
61. No license or intellectual property rights of OTA or any third party are granted or implied by this information.
62. OTA’s liability for Products processed by it is limited to repairing any defects or, at OTA’s discretion, ensuring their full or partial replacement within a period not exceeding three (3) calendar months after shipment of the Product, provided that:
a) The defects have arisen exclusively from defective materials or processing;
b) The Product has not been subjected to misuse, neglect, or interference;
c) Any accessories used by the Customer are manufactured or approved by OTA;
d) The packaging of the goods remains intact; and
e) The defective parts are promptly returned.
63. If the Product is not manufactured by OTA, the warranty and/or guarantee of the manufacturer of such goods is accepted by the Customer and is the only warranty or guarantee given to the Customer in relation to the Product. OTA agrees to assign to the Customer, upon the Customer’s request, the benefit of any warranty or rights relating to the goods that the manufacturer has granted to OTA under any contract or by implication or operation of law, to the extent that the benefit of any such warranty or right is assignable.
64. OTA shall not be liable, and the Customer releases OTA from any claims, in relation to the defective design of any product supplied, unless such design has been wholly developed by OTA and liability for any such claim has been specifically accepted by OTA in writing. In any case, OTA’s liability under this paragraph shall be strictly limited to the replacement of defective parts in accordance with these Terms.
65. Unless a different warranty is specified in the applicable Product literature or packaging leaflet, OTA warrants that each Product meets the applicable Product specification at the time OTA delivers the Product.
66. Any performance results provided by OTA are estimates only. OTA shall not be liable for damages resulting from the Product’s failure to achieve such values unless they are specifically guaranteed in writing. Any written guarantees are subject to recognized tolerances applicable to such values.
67. OTA makes no other warranties or conditions, express or implied, including, but not limited to, any implied warranty or condition of merchantability or fitness for a particular purpose, or any implied warranty or condition arising from a course of dealing, custom, or trade usage.
68. If the Product(s) do not conform to this warranty, the sole and exclusive remedy shall be, at OTA’s discretion, the replacement of the Product(s) or the refund of the purchase price of the non-conforming Product(s).
69. The compensation referred to in the previous clause is subject to the number of units returned by the Customer without any use, plus a maximum of 10%, which may not exceed the total number of units supplied.
70. Where defects are found in a given Product, OTA shall only be responsible for replacing a quantity of less than 10% of the quantity supplied in the relevant batch, and the remaining quantities must be returned intact, free from any use, failing which OTA may require payment for such portion.
71. OTA shall have no obligation under this warranty with respect to any Product(s) that have been modified or damaged through misuse, abuse, accident, negligence, or improper handling by the Customer.
72. OTA excludes any further liability to the Customer for physical or financial damages, losses, or damages, or for consequential losses or damages of any kind, arising from the supply, layout, assembly, installation, or operation of the Product or arising from negligence or otherwise.
73. Failure to notify OTA within 30 days after Delivery that the Product(s) do not conform in any respect shall be deemed a waiver of any right or claim in respect of such non-conformity.
74. The foregoing warranty and remedy do not apply to experimental or developmental Product(s) that are sold “as is” and without any warranty.
75. Except where prohibited by law, OTA shall not, under any circumstances, be liable for any losses or damages or any other remedy arising out of or in any way related to the Product(s) or the sale of Product(s) by OTA, whether direct, indirect, special, incidental, or consequential (including, but not limited to, loss of profits, revenue, business, opportunity, or goodwill), regardless of the legal or equitable theory under which such losses or damages or other remedy are sought, including warranty, contract, negligence, or strict liability.
76. OTA shall not be liable for any failure to perform its obligations under these Terms due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm, or any other event beyond its reasonable control.
77. Neither OTA nor the Customer shall be liable for non-performance (except for payment by the Customer for Product(s) received) if performance is prevented, restricted, or interfered with by reason of fire or earthquake or other casualty or accident; inability to procure materials, energy, or supplies; war, terrorism, or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, court, or intergovernmental body; a situation in which OTA has insufficient capacity to manufacture or deliver the scheduled Order across any product line; environmental, health, safety, or regulatory reasons as reasonably determined by OTA; or any other event or condition beyond its reasonable control.
78. A Party, when affected and upon notice, shall be excused from such performance to the extent of such prevention, restriction, or interference; provided that the affected Party uses reasonable efforts to avoid or remove such cause of non-performance and resumes performance promptly whenever such cause is removed.
79. Unless otherwise agreed in writing by OTA, the Products are sold for use or consumption only within the European Union.
If the Customer exports the Products, namely outside the European Union, the Customer assumes full responsibility for determining export licensing requirements and for obtaining any required export licenses or other authorizations applicable to the Products.
80. If the Products are exported from Portugal by OTA or by the Customer with OTA’s authorization, the Customer shall be solely responsible for determining whether any subsequent re-export requires export authorization. The Customer and OTA must comply with applicable export control laws.
81. The Parties acknowledge that OTA’s ability to obtain or maintain applicable export control authorization is not guaranteed and does not constitute a breach of any provision of these Terms, an Order, or any agreement between the Parties.
82. Unless otherwise stated in writing by OTA, the Customer may terminate or cancel an Order, in whole or in part, for its convenience, by providing immediate written notice to OTA specifying the extent of the termination and its effective date.
83. As soon as reasonably practicable after receipt of such notice, OTA shall cease all work on the affected Order.
84. In the event of such termination, OTA reserves the right, at its discretion, to invoice the Customer, and the Customer agrees to pay OTA a percentage of the price of the terminated Order reflecting the percentage of work performed prior to the effective date of termination, which may include the costs of all raw materials and intermediate products related to the Product(s) subject to the affected Order, as well as a reasonable allowance for profit on work completed, provided that such amount shall not exceed the total price of the Order for the cancelled Order. This provision does not grant the Customer any right to audit OTA’s records or production process in relation to any Order or invoiced amount.
85. OTA may terminate an Order or contract, in whole or in part, if the Customer breaches a material obligation and fails to remedy such breach to OTA’s reasonable satisfaction within ten (10) days of written notice of OTA’s intention to terminate due to the Customer’s breach.
86. OTA may terminate or modify these Terms and Conditions applicable to an Order or contract immediately and without prior written notice to the Customer due to the Customer’s insolvency, the filing of a voluntary or involuntary bankruptcy petition by or against the Customer, the occurrence of an assignment for the benefit of creditors, or a significant change in the ownership or control of the Customer.
87. The purchase price does not include any use, goods, services, excise, ad valorem, value-added, consumption, or other taxes, duties, fees, or similar charges imposed by any governmental authority on the purchase of Product(s) (“Transfer Taxes”), which OTA is required by law to collect from the Customer.
88. Transfer Taxes shall be stated separately on OTA’s invoice, and the Customer shall be responsible for their full payment.
89. OTA shall not collect or remit, and the Customer shall not be responsible for, any Transfer Taxes for which the Customer provides a valid tax exemption certificate.
90. Each Party is solely and exclusively responsible for reporting and paying its respective net income, franchise, or similar taxes (“Income Taxes”) that arise from or relate to transactions subject to these Terms and Conditions, and neither Party assumes any responsibility or liability of the other Party with respect to Income Taxes.
91. If any provision of these Terms is, for any reason, held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severable, and such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, which shall be enforced in accordance with the intent of this agreement.
92. Any failure or delay by either Party in exercising any right or remedy provided by or related to these Terms, on one or more occasions, shall not constitute a waiver and shall not prevent such Party from subsequently exercising such right or remedy or from exercising any other right or remedy available.
93. The Parties agree that these Terms shall be governed by the laws applicable in Portugal.
94. OTA provides a translation of these Terms into languages other than Portuguese solely to better clarify their content to the Customer, and OTA shall not be responsible for any failure, error, or omission in such translation; for contractual purposes, only the Portuguese version shall be valid.
95. Any and all disputes arising between the Parties from these Terms and any Order or agreement shall be resolved in the following order:
a) By good faith negotiations conducted within 60 days from the request for such negotiations between duly authorized representatives of each Party;
b) As a last resort, if mediation is not successful, through judicial proceedings. Any dispute relating to this agreement shall be brought exclusively before the Judicial Court of the District of Porto, with express waiver of any other jurisdiction.
96. Additionally, OTA may, at its discretion, resort to the courts of the Customer’s locality.
97. The Customer agrees to submit to the jurisdiction of the courts where OTA has its registered office in the event of any dispute relating to any aspect of this Agreement.
98. This section does not prevent either Party from taking other measures if necessary to avoid immediate and irreparable harm to that Party’s interests.
