General Dispositions

During the business relationship with Viky & Pippa Unipessoal, Lda. (henceforth Viky & Pippa), the client accepts, without any objections, these Terms and Conditions, which shall prevail over the terms found in the client’s orders or correspondence, unless if they were accepted by Viky & Pippa through a written document, safeguarded by the terms of the Law.
These presents Terms and Conditions revoke the previous ones and are passible to modifications, suspension – partial or total – or complementation without previous notice and/or formalization through a written document issued by Viky & Pippa.
Viky & Pippa is the only entity able to change, to suspend (partially or totally) or to complement the dispositions in these General Sales Conditions.
Any business transaction between Viky & Pippa and the customer is subject to the Portuguese State Laws, wherever the client’s domicile is. The District Court of Paredes (Portugal) is the competent authority to resolve the litigation subjects between the parts.

1 Preços

a) The prices quoted correspond to Incoterm EXW (Ex-Works – Incoterms 2010), merchandise available to the customer upon leaving the facilities of Viky & Pippa.
b) The prices are quoted in Euros (EUR) and exclude Value Added Tax (VAT), which will be paid according to the rate in force in Portugal, at the date of the invoice. In case of exportation to a VAT taxable person, duly registered for VAT in another Member State of the European Union, the respective commercial transaction is exempt from this tax. In case the customer is registered for VAT purposes, he must use the respective identification number to carry out the acquisition and, if he is covered by a tax regime for intracommunity of goods, in accordance with the provisions of the Law. Extra-community transactions are exempt from VAT, under the current legal framework. It is the customer’s responsibility to settle VAT for cases of extra-community transactions which the goods do not leave the countries of the European Union (EU). The customer is also responsible for communicating his tax data to Viky & Pippa.
c) The prices are only considered valid when indicated on the Pro-Forma invoice issued by Viky & Pippa to the customer and confirmed by written.

2 Quotations

a) The specific conditions of each quotation, as its validity, inclusions and exclusions, quantities and prices are detailed in the quotation structure.
b) All the quotes submitted by Viky & Pippa are valid for 30 days unless there is communication to the customer of a rectification by writing before the 30 days.
c) By written agreement between the parts, the quantities and items specifications to be supplied may be changed, with a consequent adjustment of the prices indicated in the quotation.
d) The acceptance of the quotation must be communicated by the customer in writing, through a purchase order, with confirmation of the items to be produced, inclusions, exclusions and quantities.

3 Catalog Products

a) The prices presented in sales literature are not binding. These prices can be changed without the need of previous advice and/or written formalization issued by Viky & Pippa and must always be agreed in writing between the parts on the date of the business (business closure).
b) The prices shown in sales literature correspond to the models, general dimensions, materials and finishes indicated and they can’t be changed in any way. If the customer wants to modify any of the parameters pre-established, the order will be treated as a custom-made process, being subject to prices and delivery changes, which terms must be determined.
c) The dimensions and specifications of the products presented in the sales literature are approximate. Changes are periodically made to the models to improve their construction and design. For this reason, Viky & Pippa declines any responsibility for changes to improve the products, also reserving the right to discontinue any product without prior notification.
d) The fabrics presented in the sales literature are merely indicative. Viky & Pippa rejects any responsibility in the resistance, quality, differences between colour lots, fire retardant performance, anti-stain, permeability and maintenance of fabrics supplied by Viky & Pippa and/or by the customer. Viky & Pippa is not responsible for any stock breaks or cessation of production of different fabrics or materials. Viky & Pippa reserves the right to change the shape of the upholstery. Depending on the type of fabric to be applied, it may be necessary to add pleats, add/change seams, piping or trim.
e) The finishing colours presented in the sales literature are merely indicative and the final product may differ from these. Viky & Pippa declines any responsibility for colour variations resulting from application to different materials such as solid wood and veneer. Viky & Pippa reserves the right to change the finish colours present in the sales literature due to technical or practical constraints, without the need of prior notice.
f) Weights and cubic meters shown in sales literature may vary due to product improvements or the needs of the packaging and logistic department.

4 Samples and Prototypes

a) The samples are produced by demand of the customer in writing and will have a cost if the order is less than 1000 euros.
b) The prototypes are produced by formal order and are billed at double the normal price of the item.
c) In special cases, and upon written agreement with the customer, in the final order regarding the prototype(s), Viky & Pippa will issue a credit note of the surplus value for the prototype(s) at the time of final billing.

5 Orders

a) Orders must be realized in writing form by the person in charge of the purchasing entity and are subject to approval by the sales department of Viky & Pippa.
b) After the reception of the order, Viky & Pippa will issue the respective Pro-Forma invoice / Order Confirmation indicating the characteristics of the products, the exact prices and the specific terms and conditions of the transaction. The customer is responsible for the verification and validation of this document, namely model, dimensions, quantity, materials, delivery times, payment terms, etc.
c) The order is only valid after reception of the adjudication payment described in the Pro-Forma Invoice, by bank transfer.
d) The orders will be produced and invoiced according to the specifications indicated in the Pro-Forma Invoice / Order Confirmation and technical drawings approved by the customer.
e) The orders involving the use of fabrics, finishes, hardware, electrical equipment, etc. provided by the customer will be scheduled for production only after reception of all these materials.
f) Delivery times are given for information purpose only. Viky & Pippa declines any responsibility for delays in the supply of the goods when this results from reasons of force majeure or unforeseen circumstances that prevent the manufacture of the products. For this reason, the non-compliance with the deadlines should not justify the cancellation of the order by the customer, nor serve as a basis or claiming any compensation.
g) If, for any reason, there is a delay or a non-delivery of the goods, a defect in quantity, type, or any inaccuracy in the description of the goods on the Pro-Forma invoice, even if due to guilt or negligence by Viky & Pippa, its liability will not, under any circumstances, cover indirect damages suffered by the customer, such as loss of a resale transaction, business or other similar profits or lost profits.
h) If the customer is not able to receive or charge the material within 30 days after the agreed charging date, the full payment of the order must be made on the expiry of these 30 days. Viky & Pippa does not have a storage space for finished products. If the customer does not agree to collect or receive the goods on the date they are ready for dispatch, Viky & Pippa reserves the right to transfer the products to an external warehouse and store them on account, costs, and customer’s risks. At the end of the 30 days after the agreed charging date, a daily fee of 2€/m3 will be charged for storing the goods.

6 Changes and Cancellation

a) Requests for changes to confirmed orders must be communicated in writing and are subject to approval. Viky & Pippa reserves the right to charge administrative, labour and material costs already purchased.
b) If the customer requests the cancellation of the order, it must be notified to Viky & Pippa by written form. Viky & Pippa reserves the right to charge administrative, labour and materials costs that are already purchased. Cancellation of orders after the start of manufacturing, ordering of raw materials or cutting of the materials are not accepted.

7 Product Specifications

a) Viky & Pippa declines any responsibility for colour variation resulting from the application of finishes on different materials such as solid wood and veneer, when orders with this specificity are intended to complement previous orders, the customer is responsible for the supply of samples, made in the same material that is requested when ordering, to avoid colour differences between the products supplied in the two periods.
b) For technical, economic and/or safety reasons, some products (tables, sofas, etc.) will be delivered disassembled. Viky & Pippa disclaims any responsibility for consequences resulting from faulty assembly of these products.

8 Shipping Risks and Responsability

a) The goods sold by Viky & Pippa are shipped according to Incoterm EXW (Incoterms 2010) and Viky & Pippa is only responsible for the costs and risks of packaging at its premises. The risk of accident, damage, loss and the costs associated with transportation, customs fees, taxes, recycling of the used package and other associated expenses are the responsibility of the customer.
b) If the customer requires palletized shipping, that must be informed in writing, and the associated costs must be charged.
c) By legal requirement, all the pallets leaving Viky & Pippa are certified and treated with thermal shock (fumigation) and properly marked. If during transport the material is transferred to other pallets, Viky & Pippa has no responsibility for non-compliance with this measure.
d) When transportation is contracted by Viky & Pippa we do not assume responsibility for the deadlines or delays updated by the carrier.
e) All products shipped by Viky & Pippa are carefully inspected and packed. The customer must examine all the goods before accepting them. If there is any visible damage into the package, a note must be placed on the shipping documents before they are signed. The occurrence must be reported to Viky & Pippa within 3 working days after receiving the material, to activate the transport insurance. If the transport document does not contain that note, we do not accept any claims.
f) Viky & Pippa may ship the order according to another Incoterm if expressly agreed with the customer and confirmed by written document. However, the customer shall be responsible for reimbursement of the costs associated with this procedure at the time of payment of the order value. Viky & Pippa undertakes to itemize these costs on the respective invoice. These costs do not include unloading, unpacking or installation.
g) Any disagreements between the client’s order and the delivered material – quantities, colours, and fabrics – must be communicated to Viky & Pippa in writing within 8 working days after receiving the goods. Viky & Pippa is not responsible for the repair or replacement of the material whose claim is submitted after the expiration of this period. The complaint will be valid after receiving the photos and videos of the product in question.
h) No agent, representative or employee of Viky & Pippa has individual authority to make any warranty regarding the products transacted except through a written authorization by Viky & Pippa.
i) In case of acceptance of the complaint, it is the exclusive responsibility of Viky & Pippa to choose repair or replacement of the material. Replacement will only be carried if the repair is not technically possible or economically sustainable. If the products present manufacturing defects, the customer undertakes not to use them, under penalty of losing the legitimacy to make the respective claim.
j) Merchandise returns must be formalized by the customer in writing but are subject to express authorization by Viky & Pippa. Viky & Pippa does not accept products that have undergone alterations and/or increase in value.
k) If the return of the goods is accepted, they must be clean and must be sent back in their original packaging in perfect condition, without any kind of damage.

9 Assembly and Installation by Viky & Pippa Responsibility

a) Viky & Pippa is entirely responsible for the good execution, quality and safety inherent in all work necessary to carry out the discharging and installation of the products.
9.1 Viky & Pippa’s obligations:
a) Viky & Pippa compromises to provide the best collaboration for simultaneous executions of other necessary works for the project, namely those essential for the good and normal progress of the assembly.
b) It is the responsibility of Viky & Pippa, the distribution and installation of all items after their delivery, as well as all leftover materials in the waste containers on site.
c) Viky & Pippa undertakes to accept without restrictions the indication of departure of any employee who takes manifestly harmful attitudes to the project or to the safety of those involved in the shipyard.
d) Viky & Pippa undertakes that all personnel who intervene in the site of the work are obliged to comply with schedules, rules and customs current in there.
e) Viky & Pippa undertakes to comply with all current health and safety norms and with those that may be part of the contract.
f) Under the direction of the Work Management, charging and discharging, as well as the assembly, may be carried out simultaneously during the day and the night.
9.2 Customer’s obligations:
a)
Accessibility in due time of the installation site in the proper conditions that follow the discharging and assembly without constraints of the products supplied by Viky & Pippa.
b) Provision of a closed place and with appropriate conditions for the storage of tools, hardware and other materials necessary for the execution of the installation work, being responsible for their respective safety.
c) Provision of a closed place and with appropriate conditions of temperature, humidity and ventilation for the storage of the delivered goods that cannot be immediately installed in the definitive places, being responsible for the respective safety and packaging.
d) Guaranteed free access to all places where Viky & Pippa will execute its works.
e) Guaranteed access to electricity points for the use of electrical tools and utensils.
f) Provision of trash containers for use by Viky & Pippa.
g) Provision of a forklift or a circuit with easy access to the place of discharging and transporting of the items to their final location.
h) Provision of a representative, belonging to the Construction Inspection, to proceed with the provisional or definitive reception of the products and services delivered and provided by Viky & Pippa.

10 Payment Terms

a) Orders invoiced by Viky & Pippa must be paid by wire transfer and a copy of the corresponding bank receipt must be sent to Viky & Pippa.
b) It is the exclusive domain of Viky & Pippa to decide about the payment terms of orders.
c) In the case of invoices not settled within the stipulated terms, Viky & Pippa reserves the right to charge the additional default interest rate for commercial credits in force at the date of issue of the documents, in accordance with the provisions of the Law. Viky & Pippa may also demand payment for damages and/or losses arising from non-compliance with the terms of payment.

11 Claims

11.1 Upon reception, all the merchandise must be inspected and in case of complaint, it must be made in writing within 8 working days to the person in charge of the project. The complaint will only be accepted after being analysed by Viky & Pippa by receiving photos, videos or in person, and if it meets the following parameters:
a) Design, measurements and finishes are different from those contained in the technical drawings and/or samples previously approved;
b) Hardware, glasses, stones, woods or seams other than those contained in the approved technical drawings;
c) Use/location of the fabric different than that contained in the approved technical drawings;
d) Finishing defects, if they are not the result of transport, unpacking, installation and/or assembly damage, carried out by an external team not recruiting by Viky & Pippa.
11.2 Complaints will NOT be accepted if are constated the following parameters:
a)
If the complaint is made after 8 working days from the date of the reception of the goods;
b) They are the result of damage caused by transport, unpacking, installation and/or assembly, carried out by an external team not recruiting by Viky & Pippa;
c) Fabric applied inside out, if it does not have a mark on the face to be used and both sides are difficult to identify;
d) Leather defects such as scars, scratches, blemishes, etc., caused by the natural condition of the leather;
e) The fabric has colour differences caused by the use of different batches.

12 Garantia

a) The products are guaranteed for 2 years against manufacturing problems, if used normally.
b) The warranty starts from the date on which the invoice is issued. The products are at the customer’s full disposal at the time the invoice is issued.
12.1 The warranty only covers manufacturing defects, namely:
a)
Detachment (veneer, edges, piping, etc.) as long as it is not caused by misuse by the client;
b) Hardware malfunction/failure as long as they are not caused by the customer’s misuse;
c) Structural failures, as long as they are not caused by misuse of the client, bad use in transport, storage and installation;
d) All manufacturing defects described above and covered by the warranty are only valid if the customer, after advice from Viky & Pippa and/or its partners, accepts the proposed changes and recommendations to the design, structure, finishes, etc. In case the customer, after advice from Viky & Pippa and/or its partners does not accept the proposals/recommendations regarding design, structure, finishing, etc., all future defects and/or problems resulting from the mentioned points will be excluded from warranty.
12.2 The warranty is NOT applicable if the customer does not comply with the furniture use and maintenance recommendations, and/or there are changes because of the daily use or from nature, namely:
a)
When there are damages caused by transport, bad use in the discharging, incorrect assembly and installation;
b) When the merchandise is not verified after its reception and in case of complaint, it is not sent within the stipulated period of 8 working days;
c) When the furniture is used in places with high humidity and/or high temperatures (except outdoor furniture);
d) When the normal and wheeled furniture is used on uneven pavement;
e) When there is the use of inappropriate cleaning products and/or other chemicals agents;
f) When the furniture is used abusively (climbing, kneeling, jumping, dropping, hitting, etc.);
g) When dyed fabrics, jeans, newspapers, magazines are in contact with white or light upholstery;
h) When inappropriate objects (keys, cutlery, bags, pants fasteners/buttons, animal claws, candles, cigarettes, etc.) are placed on the furniture;
i) When there is not a periodically verification of the sliders status;
j) When there are damages and stains on stones, veneer, woods, etc., derived from the misuse by the client, even when they are protected by a sealant, water repellent, varnish, etc. The goods must be protected with towels tableware, coasters and bases for dishes and pans;
k) When soaked cloths are used on woods and wood derivatives;
l) When furniture is repaired by personnel not authorized by Viky & Pippa;
m) When defects or wear are caused by the normal use of the product and/or direct exposure to the sun;
n) Majeure force (strikes, storms, fires, wars, pandemics, etc.);
o) When there are tonality and texture variations caused by the natural characteristics of woods and veneers;
p) When there are variations in fabric colours caused by intensive use/wear;
q) When there are open wood joints resulting from the different temperatures of the year;
r)
When there are changes in the stone’s hue;
s) When furniture is stored in cardboard packaging, in humid areas for long periods of time;
t) When furniture is stored in a depot at high temperatures;
u) When there are quality defects in the resistance of the fabric, fire-retardant or anti-stain feature, sweat and waterproofing, whether the fabric is from the client or from Viky & Pippa. In this case, the responsibility will always be the fabric’s manufacturer.

13 Intelectual Property

a) Viky & Pippa holds the exclusive intellectual property rights to the models developed by it. These rights also cover prototypes based on these models.
b) Orders for products that are not part of Viky & Pippa catalogue only oblige Viky & Pippa to deliver the goods according to the technical and/or visual specifications provided by the customer, its agents or representatives. In no event shall Viky & Pippa be responsible for indemnifying or defending the customer and/or other parties (owners, architects, designers, prescribers, decorators, etc.) with respect to intellectual property rights issues. The customer shall even be responsible for authoring and requesting technical and/or visual specifications regarding the product in question and shall indemnify and hold Viky & Pippa harmless from any claims, liabilities and expenses (including expenses and attorneys’ fees) in anything related to such violation of rights.
c) Technical designs as well as virtual images and other design material developed and/or designed by Viky & Pippa are the property of Viky & Pippa and cannot be used by the client for productions outside Viky & Pippa except by written agreement between the parties.