These General Terms and Conditions of Purchase (“Terms”) govern the purchase of goods and/or services by ASD – Bath, S.A. (“ASD Bath”) from any supplier or service provider (the “Supplier”).
These Terms apply to all commercial relationships established by ASD Bath, unless otherwise expressly agreed in writing, and constitute the contractual framework applicable to all purchase orders, requisitions and contracts.
The express or implied acceptance of any purchase order issued by ASD Bath shall constitute full and unconditional acceptance of these Terms.
All purchases by ASD Bath shall be made by means of a contract, requisition or purchase order.
All supplies shall be provided in strict compliance with the agreed terms. No modifications or deviations shall be permitted without the prior written consent of ASD Bath.
Goods shall be delivered during ASD Bath’s receiving hours, from Monday to Friday, between 08:00– 12:00 and 13:30–16:30, unless otherwise agreed in advance.
All deliveries must be accompanied by a delivery note or transport document indicating the relevant purchase order or requisition number.
All risks relating to the transportation and storage of the goods shall remain with the Supplier until delivery and acceptance by ASD Bath.
Where the goods cannot be fully inspected at the time of receipt, ASD Bath reserves the right to make subsequent claims regarding the quantity and/or quality of the goods supplied.
All supplies are subject to inspection and approval by ASD Bath and may be rejected if they do not fully comply with the purchase order specifications.
Where applicable, supplies must be accompanied by the relevant quality, test or conformity certificates. In the case of equipment supply, the Supplier shall provide:
a) Operating instructions in Portuguese;
b) CE marking;
c) Declaration of conformity;
d) Compliance with applicable European and national legislation.
For product supply:
a) A REACH compliance declaration and, where applicable, a Safety Data Sheet must be provided with the first delivery;
b) Updated Safety Data Sheets must be provided whenever changes occur;
c) All products must be labelled in accordance with the CLP Regulation.
In the provision of services, the Supplier shall submit a service report detailing the work performed, which must be validated and signed by an authorised representative of ASD Bath.
The Supplier shall maintain strict confidentiality regarding all information accessed during the contractual relationship.
This obligation extends to its employees and subcontractors, for whose actions the Supplier shall remain fully responsible.
Subcontracting shall only be permitted with the prior written approval of ASD Bath.
Service providers shall be responsible for ensuring appropriate health, safety and environmental conditions in the execution of their work.
When operating at ASD Bath’s facilities, they must comply with all applicable internal rules and use appropriate personal protective equipment.
Any incident must be immediately reported to ASD Bath. All costs required to restore the original condition shall be borne by the service provider.
The abandonment of waste or the discharge of effluents into stormwater or domestic drainage systems is strictly prohibited.
All goods and services supplied are subject to inspection and approval by ASD Bath.
Non-compliant supplies must be replaced by the Supplier at its own expense, including all associated costs.
ASD Bath reserves the right, upon reasonable prior notice, to visit the Supplier’s premises to verify compliance with the agreed conditions, including technical, legal, quality, safety and environmental requirements.
Such visits shall not constitute periodic audits or continuous supervision and shall not limit or affect the Supplier’s full responsibility for compliance with its contractual obligations.
Any defect or breach may give rise to a formal claim.
The Supplier shall implement corrective actions within the deadlines defined by ASD Bath.
Failure to remedy non-conformities shall constitute grounds for termination of the purchase order or contract.
The Supplier undertakes to strictly comply with agreed deadlines.
If any delay is anticipated, the Supplier must notify ASD Bath in writing, indicating the reasons and the expected revised delivery date.
Neither party shall be liable for failure to perform its obligations where such failure results from events beyond the reasonable control of the parties, including unforeseeable and unavoidable circumstances.
If a force majeure event persists for more than thirty (30) days, either party may terminate the contract without entitlement to compensation.
In the event of delay attributable to the Supplier, ASD Bath may apply a penalty corresponding to 3% of the purchase order value per day of delay, up to a maximum of 100% of the total order value. Such amount may be deducted from any sums due.
ASD Bath may terminate the purchase order or contract, without liability, in the event of contractual or legal breach, insolvency of the Supplier, or non-compliant supplies.
The Supplier shall comply with the General Data Protection Regulation (GDPR) and ensure that any processing of personal data is strictly limited to what is necessary for the performance of the contractual relationship.
These General Terms and Conditions of Purchase shall be governed by and construed in accordance with Portuguese law.
Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Judicial Court of the District of Aveiro, Portugal.
Suppliers and Service Providers may be periodically evaluated concerning quality, compliance and environmental and safety practices.
These General Terms and Conditions (“Terms”) govern all sales of goods and/or services carried out by ASD – Bath, S.A. (“ASD Bath”) to professional clients.
These Terms apply to all orders, contracts and supplies, unless otherwise agreed upon in writing. The placement of an order constitutes full and unconditional acceptance of these Terms.
Orders must be submitted in writing (via email, digital system, or other agreed-upon means). An order shall only become binding upon written confirmation by ASD Bath.
The client shall provide all information necessary for invoicing and delivery.
Any cancellation or modification of an order after confirmation shall be subject to prior written approval by ASD Bath.
Unless otherwise stated:
a) Prices are stated in euros (€).
b) Prices exclude VAT.
c) Transport and related costs are not included unless expressly agreed.
ASD Bath reserves the right to amend its prices at its discretion, subject to a minimum prior notice period of 1 month.
Price changes shall not affect orders already confirmed in writing.
Unless otherwise agreed in writing:
a) Payment terms shall be as agreed between the parties.
b) The products shall remain the property of ASD Bath until full payment of the purchase price, including any accrued interest and related charges, even if the products have been delivered, installed, or incorporated into other goods.
c) Failure to comply with agreed payment terms shall entitle ASD Bath to suspend ongoing deliveries without prior notice.
d) In the event of late payment, default interest shall automatically accrue at the statutory rate applicable to commercial transactions, without the need for prior notice, and ASD Bath shall be entitled to recover any collection costs in accordance with applicable law.
e) ASD Bath reserves the right to require advance payment or additional guarantees where the client’s financial situation deteriorates.
Deliveries shall be made to the location specified by the client.
Delivery times are indicative unless expressly agreed in writing as binding.
ASD Bath shall not be liable for delays caused by events beyond its reasonable control.
Risk of loss shall pass to the client upon delivery of the products at the agreed location, irrespective of the retention of title.
The client shall inspect the products immediately upon delivery.
Any visible damage, discrepancies in quantity, or incorrect items must be recorded on the delivery document.
Claims relating to visible defects must be notified in writing at the time of delivery.
Claims relating to hidden defects must be submitted in writing within eight (8) days of their discovery.
Failure to submit a claim within the stated deadlines shall constitute final and irrevocable acceptance of the products.
Products sold by ASD Bath are subject to the applicable statutory warranty. Specific warranty conditions are set out in a separate document provided by ASD Bath.
The warranty covers manufacturing defects only and excludes:
a) Misuse or improper handling;
b) Incorrect installation;
c) Normal wear and tear;
d) Damage caused by third parties.
In the event of a verified defect, ASD Bath may, at its sole discretion, repair or replace the product.
In no event shall ASD Bath’s total liability exceed the amount effectively paid by the client for the product concerned.
ASD Bath shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profit, loss of business, or loss of production, except where such limitation is prohibited by mandatory law.
ASD Bath shall not be liable for failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to:
a) Strikes or labour disputes;
b) Supply chain disruptions;
c) Natural disasters;
d) Armed conflicts;
e) Government actions or regulatory changes.
If such circumstances persist for more than thirty (30) days, either party may terminate the affected contract without liability.
All catalogues, drawings, specifications and technical materials remain the exclusive property of ASD Bath.
Their reproduction, disclosure or use without prior written consent is prohibited.
Personal data shall be processed in accordance with the General Data Protection Regulation (GDPR) solely for the purposes of the commercial relationship.
These Terms constitute the entire agreement between the parties and supersede any prior agreements, communications or understandings relating to the subject matter herein.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Failure by ASD Bath to enforce any provision of these Terms shall not constitute a waiver of its right to enforce such provision at any time.
These General Terms and Conditions of Sale shall be governed by and construed in accordance with Portuguese law.
Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Judicial Court of the District of Aveiro, Portugal.