GENERAL TERMS AND CONDITIONS OF SALE
Barring any other written provisions expressly agreed in writing, every offer, quotation, order confirmation or agreement concluded between Canvas Co Algarve (the “Seller”) and the Buyer is governed exclusively by the present General Terms and Conditions of Sale (the “GTCS”), to the exclusion of any terms and conditions applied by the Buyer. Under no circumstances shall the Seller be bound by the Buyer’s terms and conditions.
1. DEFINITIONS
1.1 The Seller: Canvas Co Algarve, operating from Barão de São Miguel, Algarve, Portugal.
1.2 The Merchandise: all goods and/or services offered for sale by the Seller, including but not limited to: * stretch tents and tensile structures, * bell tents in 4 m, 5 m and 6 m sizes, * emperor bell tents, * bell tent awnings, canopy systems and extensions, * anchoring systems, accessories, spare parts and components, * installation, delivery and related services.
1.3 The Buyer: any natural person or legal entity placing an order with the Seller.
1.4 The Consumer: any Buyer acting for purposes outside their trade, business, craft or profession, as defined under applicable Portuguese and European Union consumer legislation.
1.5 The Company: any Buyer acting in the course of a professional, commercial or business activity.
1.6 The Manual: any installation, usage, safety, maintenance or weather-related instructions supplied with the Merchandise.
2. SCOPE OF APPLICATION
2.1 These GTCS govern all present and future contractual relations between the Buyer and the Seller. By placing an order, the Buyer expressly acknowledges having read, understood and accepted these GTCS in full.
2.2 Any deviation from these GTCS shall only be valid if expressly agreed in writing and signed by the Seller. Any such deviation shall not affect the validity of the remaining provisions.
2.3 The Seller reserves the right to amend these GTCS at any time. The version in force at the time of order placement shall apply.
2.4 The Manual forms an integral part of these GTCS and must be strictly complied with by the Buyer.
3. QUOTATIONS & ORDERS
3.1 Only written quotations are binding. Unless otherwise stated, quotations are valid for thirty (30) days.
3.2 Orders become binding only upon written confirmation by the Seller or upon execution of the order.
3.3 In the event of cancellation by the Buyer: * (a) Stock items: a cancellation fee of 20% of the order value (minimum €100) applies. * (b) Custom-made items: a cancellation fee of 100% of the order value (minimum €100) applies.
3.4 If the Seller is unable to deliver the Merchandise, the Buyer’s sole remedy shall be reimbursement of any advance payment made.
3.5 The Seller shall not be liable for delays or non-performance caused by force majeure, including but not limited to adverse weather conditions, supplier failure, transport disruption, strikes, pandemics or governmental actions.
4. DELIVERY & RISK
4.1 Delivery dates are indicative only and do not constitute a binding obligation.
4.2 Unless otherwise agreed, delivery is made Ex Works.
4.3 Risk transfers to the Buyer at the moment the Merchandise leaves the Seller’s premises or supplier.
4.4 The Buyer is responsible for ensuring suitable access and conditions for delivery and installation. Any additional costs arising from failure to do so shall be borne by the Buyer.
5. ELECTRONIC INVOICING
5.1 The Seller reserves the right to issue invoices electronically.
5.2 In the event of system failure, paper invoices shall be deemed valid and binding.
6. PRICES & PAYMENT
6.1 Prices are net and exclude VAT unless expressly stated otherwise.
6.2 Consumer prices include VAT where applicable.
6.3 Invoices are payable by the due date stated. Payment is deemed complete only once cleared funds are received.
6.4 Late payment by Companies incurs:
* a fixed penalty of 15% (minimum €125), and
* statutory late-payment interest under applicable law.
6.5 Late payment by Consumers follows Portuguese consumer debt regulations, including reminders and statutory fees.
6.6 The Seller reserves the right to suspend deliveries or terminate agreements in case of non-payment.
7. MANUFACTURE, OUTSOURCING & THIRD-PARTY TERMS
7.1 The Buyer expressly acknowledges that certain Merchandise supplied by Canvas Co Algarve — including stretch tents and related components — is outsourced and manufactured by a third-party factory located in Belgium.
7.2 The Buyer further acknowledges that bell tents, including 4 m, 5 m, 6 m and emperor bell tents, as well as bell tent awnings and canopy systems, may be manufactured by third-party suppliers in accordance with their own production standards and tolerances.
7.3 Any terms, conditions, technical limitations, tolerances, warranty provisions and usage requirements imposed by the relevant manufacturer are deemed incorporated into these GTCS and apply to the Merchandise supplied by the Seller.
7.4 These manufacturer terms are reflected within the present GTCS. In the event of interpretation, the manufacturer’s technical standards and tolerances shall prevail regarding construction, materials and performance.
7.5 Canvas Co Algarve shall not be liable for inherent manufacturing characteristics, provided the Merchandise conforms to manufacturer specifications.
7.6 Warranty claims involving manufacturing defects may require inspection or approval by the manufacturer, and timelines may be affected accordingly.
7.7 Nothing in this section limits mandatory rights granted to Consumers under Portuguese or European Union law.
8. RETENTION OF TITLE
8.1 The Seller retains ownership of the Merchandise until full payment has been received.
8.2 Risk remains with the Buyer from delivery, regardless of ownership.
8.3 The Seller may reclaim unpaid Merchandise at the Buyer’s expense.
9. WARRANTY
9.1 The Seller shall repair or replace defective Merchandise where reasonable and proportionate.
9.2 Warranty does not apply to defects caused by: * improper installation or use, * non-compliance with the Manual, * unauthorised modification, * normal wear and tear, * adverse weather conditions, wind, storms or vandalism.
9.3 Visible defects must be reported within fourteen (14) days of delivery.
9.4 Hidden defects must be reported within fourteen (14) days of discovery and within statutory limits.
9.5 Warranty is limited to the value invoiced for the Merchandise.
10. LIABILITY
10.1 The Seller is only liable for direct damage resulting from gross negligence or wilful misconduct.
10.2 Liability is strictly limited to the invoice value of the Merchandise concerned.
10.3 The Seller shall never be liable for indirect or consequential damages, including loss of profit, loss of use, event cancellation, reputation or revenue.
11. INSTALLATION
11.1 Installation is not included unless expressly agreed in writing.
11.2 The Buyer is responsible for permits, ground conditions and underground services.
11.3 The Buyer acknowledges that tents and canopies are temporary structures that require correct anchoring, monitoring and weather management.
11.4 Installation may inherently cause minor ground or surface disturbance, which is not compensable absent gross negligence.
12. RETURNS & REPAIRS
12.1 Returns are only accepted by prior written agreement and may incur a minimum 20% restocking fee.
12.2 Repair costs, transport and labour are borne by the Buyer unless covered by warranty.
13. DATA PROTECTION
The Seller complies with Regulation (EU) 2016/679 (GDPR). Personal data is processed solely for contractual and commercial purposes.
14. INTELLECTUAL PROPERTY
All designs, logos, manuals and technical documentation remain the exclusive property of their respective owners.
15. MISCELLANEOUS
15.1 Invalidity of any clause shall not affect the validity of the remainder.
15.2 The Buyer may not assign rights without the Seller’s written consent.
16. APPLICABLE LAW & JURISDICTION
These GTCS are governed by Portuguese law.
The courts of the Faro District, Portugal, shall have exclusive jurisdiction.