Terms and conditions of use

ARTICLE 1 - GENERALITIES

VTS VITALSALE's activity is the distribution of network, computer and telecommunications equipment (hereinafter referred to as "Products").

The sale of Products offered by VTS VITALSALE, are subject to these general conditions (hereinafter referred to as "General Conditions of Sale") which form the basis of negotiation. 

All other services provided by VTS VITALSALE outside this scope, such as the sale of Software subscriptions and Licensing, Cloud applications, are governed by separate General Terms and Conditions of Sale.

You can consult and download these General Terms and Conditions on our website www.vts.pt. In case of a translation into a foreign language (e.g. English) it will be made available to the Customer by VTS VITALSALE upon request.

Any contrary clauses of particular conditions shall prevail over these General Conditions provided they are validated by VTS VITALSALE and the Customer.

By placing an order, the customer of VTS VITALSALE (hereinafter referred to as the "Customer") is deemed to have taken note of these.

The Customer's placing of an order with VTS VITALSALE implies its full adherence to these General Conditions and the express exclusion of any other conditions of the Customer or any document emanating from it and not signed by VTS VITALSALE, together with any specific conditions signed by the parties, shall constitute the only contractual documents between the parties.

If any of these General Conditions should prove to be invalid, the Parties undertake to negotiate in good faith to replace the invalid condition, the remaining conditions remaining in force.

If applicable, any new version of the present communicated by VTS VITALSALE to the Customer shall apply to any new order, regardless of the previous relationship between VTS VITALSALE and the Customer.

ARTICLE 2 - OPENING AN ACCOUNT

Each new Customer who wishes to open an account on the VTS VITALSALE WebShop must accept the terms and conditions imposed at the time of registration. To obtain the payment/delivery deadlines defined in point 5.2 you must make a prior notice through the contacts made available for customer support. 

This request should be sent to VTS VITALSALE, with order number and customer number. (to request the English version of the General Terms and Conditions of VTS VITALSALE, simply make the request in writing). 

For each request, VTS VITALSALE carries out a financial analysis, according to the information communicated to it, VTS VITALSALE reserves the right not to accept the opening of an account if the information is not satisfactory in relation to the objective criteria stipulated by VTS VITALSALE.

At the time of opening an account VTS VITALSALE determines, in accordance with the said criteria, an outstanding credit beyond which each order or part of an order shall be paid for promptly by transfer. 

VTS VITALSALE reserves the right to close and/or reduce the outstanding credit at any time in the event of late payment or new financial information that does not conform to the objective criteria stipulated by VTS VITALSALE for granting or maintaining an account.

ARTICLE 3 - ORDER

Any and all offers for sale of Products or Software and Licensing are made up to the limit of available stocks/capacities/equipment, unless otherwise stipulated, the duration of validity of an offer or proposal for Products and Software and Licensing as mentioned therein.

The contract shall be deemed to be definitively concluded upon VTS VITALSALE's dispatch of the acknowledgment of receipt of the order to the Customer. In accordance with the law, no order and no contract definitely concluded may be cancelled partially or totally by the Customer.

Each order shall contain the following information:

- Delivery and billing address;

- The exact references, designations and quantities of Products / Software and Licensing ordered;

- The net prices, if determinable at the time of the order, shall be deemed by the Customer to have been made aware of VTS VITALSALE's current price list;

Taking into account the activity, the minimum amount of an order may not be less than 400 euros excluding VAT. By way of exception, VTS VITALSALE may accept a lower order subject to the payment of administrative charges amounting to 30 euros excl.

ARTICLE 4 - CHOICE OF PRODUCT OR SERVICE

The characteristics of the Products are indicated in summary form on the price list of VTS VITALSALE, available to the Customer before placing the order and, in particular, in the Shop at www.vts.pt, which does not dispense with consulting the technical data sheets on the manufacturer's sites.

On the basis of a simple request, VTS VITALSALE can answer all questions concerning the characteristics of the Product.

This choice is therefore made under the sole responsibility of the Customer who assumes the risk. In the event that the Products are not suited to the needs of the Customer or his end customer, the Customer acknowledges that he alone is responsible for the choice made and assumes it with regard to VTS VITALSALE. 

The Customer undertakes to take out any and all insurance policies necessary to hold VTS VITALSALE harmless from any liability in the event of disputes with its own customers.

VTS VITALSALE shall make available, free of charge, to its Customers the data and technical specifications concerning the Products as well as the level of stocks of Products and the computerized ordering system.

ARTICLE 5 - PRICE - PAYMENT

5.1 Price

The prices of the Products are fixed, as the case may be, by the standard VTS VITALSALE rates in force on the day of the order or under a specific VTS VITALSALE offer.

VTS VITALSALE reserves the right to modify its rates (excluding specific offers during the period of validity). It is up to the Customer to find out about the rates in force at the time of ordering.

Orders over 400€ excluding VAT are exempt from shipping costs for delivery within mainland Portugal, (via email or at the shop www.vts.pt), with the exclusion of larger products (size and or weight out of the standard and/or products that require a specific mode of transport or means of delivery), which should be subject to a specific valuation which will be submitted to the Customer's approval. For orders (via email or in shop www.vts.pt), under 400€ without VAT to be delivered in mainland Portugal, shipping costs are applied according to the price list indicated in the proposal, (see shipping rates) will be added to the invoice.

For any other area outside Continental Portugal, it must be valued and accepted by the customer.

Prices are considered "EX WORKS" (according to Incoterms of CCI 2020).

VTS VITALSALE will automatically apply, in accordance with the applicable regime, any new tax or any increase in existing tax rates.

5.2 Payment

In the event of opening a Customer account in accordance with the conditions laid down in ARTICLE 2 - of the present, payments shall be made at the time of the order by transfer to the bank details indicated on the invoice.

In the event of the opening of a Customer account in accordance with the conditions laid down in ARTICLE 2 - of the present, and within the limit of the credits in progress, the payment deadlines are defined by VTS VITALSALE, without exceeding 30 days, the end of the month or 45 consecutive days as from the date of issue of the invoice. Payments shall be made to the payment bank account communicated by VTS VITALSALE.

VTS VITALSALE reserves the right to make invoices available On-Line via the Store, sending them electronically upon request, a fact which the Customer expressly accepts, thus waiving the receipt of a paper invoice.

 Under no circumstances may a claim authorise the Customer to suspend or refuse all or part of an invoice, to withhold all or part of sums due, or to operate compensation.

In the event of non-payment of all or part of an overdue invoice, even in the case of fractional payments, VTS VITALSALE reserves the right, until full payment of the outstanding invoice(s), to suspend any and all deliveries or contracts in progress, as well as to terminate any and all contracts in progress.

A VTS VITALSALE, não assume qualquer responsabilidade por perdas e danos derivada da rescisão e não fornecimento do respetivo contrato, sem direito a reclamação por parte do Cliente.

Adicionalmente, qualquer outra fatura que ainda não tenha vencido tornar-se-á imediatamente exigível, reservando-se a VTS VITALSALE ao direito de exigir o pagamento imediato de todas as faturas e alterar as condições de crédito para pré-pagamento. 

Aos montantes das dívidas serão acrescidas as despesas resultantes do atraso de pagamento. Em caso de dívidas, as faturas deverão ser pagas a pronto no ato de encomenda

Na falta de pagamento na data de vencimento acordada, o Cliente deverá pagar, além do montante principal: 

- Sanções de mora aplicáveis por dia de atraso e calculadas a partir da data de vencimento da fatura em

causa à taxa de refinanciamento do Banco Central Europeu em vigor no primeiro dia de cada semestre

civil, acrescida de 10 pontos percentuais, que não podem ser inferiores a três vezes a taxa de juro legal

aplicável, de acordo e em conformidade com o Código Comercial Português em vigor.

- A taxa de indemnização pelos custos de recuperação (atualmente fixada em 50 euros) por fatura,

- Quaisquer danos e juros que a VTS VITALSALE possa reclamar.

Em caso de cobrança judicial ou através de oficial de justiça, além do montante principal, o Cliente deverá pagar a título de cláusula penal o montante de 15% das somas em dívida, sem prejuízo dos juros convencionais, bem como todas as despesas e honorários de cobrança.

Adicionalmente, a VTS VITALSALE pode solicitar ao Cliente o fornecimento de garantias de pagamento, nomeadamente por caução bancária, quando aplicável, a VTS VITALSALE pode reter a entrega dos Produtos Software e Licenciamento até à apresentação da garantia. O crédito concedido e atribuição é uma decisão da VTS VITALSALE, a qual se reserva o direito de o modificar a qualquer momento em função das informações financeiras do Cliente.

Em caso de não acordo sobre o montante faturado, o Cliente dispõe de um prazo de sete (7) dias a contar da data da fatura para notificar a VTS VITALSALE, por carta registada com aviso de receção, do seu não acordo, incluindo todos os documentos comprovativos correspondentes. 

Caso contrário, a fatura é considerada irrevogavelmente aceite pelo Cliente. Em caso de contestação, o Cliente compromete-se a pagar as quantias não contestadas sem demora. A VTS VITALSALE informará o Cliente do seguimento que pretende dar a esta contestação. A recusa da contestação por parte da VTS VITALSALE implicará o pagamento imediato dos valores restantes devidos.

ARTICLE 6 - DELIVERY - TIME LIMITS - FORCE MAJEURE

6.1 Delivery

6.1.1 For deliveries in Portugal mainland and islands

Deliveries in mainland Portugal (except islands) are made within 24/48h from our location.

Deliveries under our free carriage conditions are without appointment, delivered to the address indicated by the customer, at the door and during daytime. Deliveries that require special, particular conditions, may be subject to additional costs. Delivery of the Products shall be deemed to have taken place upon arrival of the Products at the address indicated on the order form and according to proof of delivery from our carriers.

6.1.2 For deliveries outside mainland Portugal and islands

In the event that VTS VITALSALE performs or arranges for transportation, such transportation shall be carried out on behalf of and at the expense of the Customer. In this latter case, the Customer must indicate the place of delivery. Failing this, delivery will be made by making the products available at VTS VITALSALE warehouses.

Deliveries shall be "EX WORKS" or "DAP / DAT" (according to the edition of JRC Incoterms 2020) as provided for at the time of the creation of the Customer record created at the time of the first order and unless otherwise agreed in writing and between the Parties.

For "EX WORKS" deliveries, delivery of the Products shall take place on the date and at the place of availability of the Products in the warehouses of VTS VITALSALE and, for CIP deliveries, on the date and at the place of delivery to the first carrier of the Products in the warehouses of VTS VITALSALE. In both cases, the corresponding data shall be communicated in advance by VTS VITALSALE.

6.1.3 VTS VITALSALE is authorised to make partial deliveries.

Any partial delivery accepted by the Customer shall be invoiced from the time of dispatch of the products

6.2 Time Limits

6.2.1 The delivery times for the Products, Licensing and Software are provided only as an indication and without prejudice to VTS VITALSALE's provisioning possibilities and the delivery forecasts received from others by VTS VITALSALE. 

Consequently, if they are exceeded, this shall not give rise to cancellation of the order or payment of any damages.

6.2.2 In the case of deadlines duly confirmed and accepted by VTS VITALSALE, these shall only commence from the date of confirmation for delivery of the order by VTS VITALSALE.

6.2.3 When the Customer is required to submit, Letter of Credit or the declarations issued by domestic or foreign administrative authorities, the delivery times shall be updated accordingly.

6.2.4 Timely delivery can only take place if the Customer is up to date with its obligations to VTS VITALSALE.

6.3 Force Majeure

In addition to the events normally foreseen by Portuguese jurisprudence, in cases of force majeure, the Parties' obligations will be automatically suspended in case of events beyond the control of one of the Parties, which could not reasonably have been foreseen when the Contract was concluded and whose effects cannot be avoided through appropriate measures, and which prevent the performance of its obligation towards the affected Party. The Party affected by the event shall as soon as possible inform the other Party of its inability to perform its obligation and shall justify it.

If the impediment is temporary, performance of the obligation will be suspended, except if the resulting delay does not justify termination of the Agreement.

If the impediment is definitive, the Contract shall be terminated by right and the Parties shall be released from their obligations under the conditions provided for in the Portuguese Civil Code.

The suspension of obligations may in no case be cause for liability for non-performance of the obligation in question, nor induce the payment of damages and interest or penalties for delay. However, when the cause for the suspension of mutual obligations disappears, the Parties shall make every effort to restore normal compliance with their contractual obligations as soon as possible.

ARTICLE 7 - TRANSFER OF RISK - RETENTION OF TITLE

7.1 The transfer of risks of the Products from VTS VITALSALE to the Customer for sales with free delivery takes place upon arrival of the Products at the place of delivery after being unloaded. 

For all other sales, the transfer of risks takes place when the order is made available at the VTS VITALSALE warehouses and, for CIP sales, on delivery to the first carrier.

Consequently, the Customer undertakes to take all precautions concerning the safekeeping of the Products and to take out an insurance policy covering all damage and claims likely to be incurred to or by the Products until delivery or collection. Once the risks have been transferred, the risks of loss, theft, degradation or destruction shall be borne by the Customer.

7.2 Transfer of ownership of the Products supplied to the Customer shall only take place upon full payment of the main price, interest and accessories. 

Payment shall only be deemed effective upon receipt of the outstanding sums.

Failure by the Customer to perform its payment obligations, regardless of the cause, shall entitle VTS VITALSALE to claim the Products and demand immediate return of the Products supplied at the Customer's expense and at its own risk.

7.3 The Customer undertakes, in the event of a judicial liquidation affecting its business, to participate actively in the preparation of an inventory of the Products in its stocks of which VTS VITALSALE claims ownership. 

Failing this procedure, VTS VITALSALE may request a bailiff to draw up an inventory at the Customer's expense. 

The Customer is prohibited from reselling, transforming or incorporating the Products supplied as from the date of the judgment pronouncing the judicial liquidation or liquidation of assets of its company. 

VTS VITALSALE may prohibit the Customer from reselling, transforming or incorporating the Products in the event of late payment.

7.4 The Customer may assign to VTS VITALSALE, in the event of resale, the credits to its advantage resulting from the resale to a third party purchaser, but remains obliged towards VTS VITALSALE, as a principal, to ensure full settlement of the invoices relating to the initial sale.

ARTICLE 8 - PROCEDURE FOR THE PURCHASE OF MATERIAL EXEMPT FROM VAT ANDOTHER RATES

8.1. For the purchase of Products on a VAT-exempt basis for a Customer whose registered office is not located in mainland Portugal and Islands and who wishes to import the Products, the Customer undertakes to previously formulate a request for opening a Customer account in accordance with the conditions of ARTICLE 2 - of the present, tax-exempt with VTS VITALSALE. After opening the Customer account, the latter undertakes to send before any delivery, the following documents by registered mail with acknowledgement of receipt only:

- A photocopy of the annual visa waiver for the current year, issued by the tax office of the

customer who is the subject of a conformity check.

E - An annual declaration of purchase under non-quantified VAT exemption, with the original issued on Customer letterhead.

In addition, the Customer undertakes to mention the VAT-exempt invoice when placing his order.

If one of these conditions is not met, invoicing without VAT shall not be possible and an invoice for VAT shall be issued.

8.2 For the purchase of VAT exempt Products made by a Customer whose registered office is located outside Portugal and Islands but within the European Union, the Customer undertakes to make a prior request for the opening of a Customer account with VTS VITALSALE and to accept that the choice of carrier be made by VTS VITALSALE.

8.3 Procedure for purchase of Licensed Duty Free Product: any purchase subject to an individual export licence issued by the Portuguese and European administrative authorities requires a lead time of 60 days prior to order validation. 

The Customer undertakes to obtain from its end customer the "sales obtain end user undertaking EUU form" duly completed and to forward it to VTS VITALSALE.

8.4 In the absence of the latter, the order is cancelled. Moreover, the Customer undertakes, at his own responsibility, to comply with the export and re-export regulations in the destination country and, in particular, not to resell the Products to customers or in countries subject to restrictions.

ARTICLE 9 - CONTROL UPON ARRIVAL OF THE PRODUCTS - CONTROL OF SERVICES

9.1 In the case of carriage under the Customer's responsibility (see article "ARTICLE 7 - TRANSFER OF RISKS - RESERVATION OF OWNERSHIP"), all Product transportation operations are at the Customer's expense and risk, and it is the Customer's responsibility to check the Products on arrival and issue, if necessary, complete, motivated and as specific reservations as possible and to exercise recourse against the carrier.

9.2 In the case of carriage under the responsibility of VTS VITALSALE, in the event of loss, replacement or damage connected with carriage, the Customer must mention these on the Delivery Note which he will also give to the representative of the carrier and confirm his reservations to the carrier within a legal period of three days, by registered letter with acknowledgement of receipt or by extrajudicial act under the Portuguese Commercial Code.

9.3 A copy of the letter sent to the carrier shall also be sent to VTS VITALSALE, as well as the reservations mentioned in the Shipping Document of the carrier. In the absence of the issue of such reservations, under these conditions, the Products shall be considered in good condition and faultless.

ARTICLE 10 - RESPONSIBILITY OF VTS VITALSALE

VTS VITALSALE undertakes to implement all means at its disposal to offer the Customer the best quality of service and safety in accordance with the applicable professional standards. 

No liability of VTS VITALSALE may be invoked when non-execution, poor execution, delay in execution or suspension of the contract is the result of a foreign cause, unforeseeable circumstances or force majeure, carried out by a third party or by the Customer itself.

ARTICLE 11 - OBLIGATIONS OF THE CUSTOMER

In addition to paying the price of the Product(s)/Service(s) and any other obligations imposed hereby, the Customer undertakes to apply all technical, human and material means necessary for the proper functioning and execution of the contract.

In particular, it undertakes to provide VTS VITALSALE promptly with all information requested of it in connection with the execution of the contract and to cooperate actively in the execution of the contract.

The Customer undertakes to respect all legal and regulatory requirements in force, in particular those relating to information technology, files, freedoms and intellectual property, as well as the rights of third parties.

ARTICLE 12 - COMPLAINT / PRODUCT CONFORMITY

12.1 Complaints

12.1.1 Upon receipt of the Products, the Customer shall immediately check their conformity with the order. Thus, all claims concerning an inaccuracy concerning quantities or wrong references with respect to the order must be formulated to VTS VITALSALE within two days of receipt of the Products, without neglecting recourse against the Carrier in accordance with the conditions of article 9 of these, after this period, no claim of this type shall be possible.

If the complaint is well founded and has been lodged within the aforementioned period, VTS VITALSALE shall endeavour to regularise the situation as soon as possible together, where appropriate, with the manufacturers concerned.

12.1.2 In the event of non-conformity of the Products themselves (i.e. defective Products), the guarantee of ARTICLE 13 - will be applied in accordance with the procedure provided in this same article and in articles 12.2 and ARTICLE 14 - of these

12.1.3 In the context of any complaint, the Customer shall grant the Manufacturers or VTS VITALSALE everything possible to proceed, if necessary, to verify the complaints and communicate all useful information/documents when requested.

12.1.4 Any refusal by the Customer to take delivery of the Products without cause shall result in the Customer paying VTS VITALSALE compensation of at least the administrative management costs of 50 Euros, notwithstanding any claim for damages and complementary interest.

12.2 Request for return due to non-conformity of the Products No return of Products under a Product guarantee provided for in ARTICLE 13 - shall be accepted without the prior and express agreement of VTS VITALSALE. The request for return must be made to the VTS VITALSALE Online-Shop Support.

Covered products can be sent in the same way as other products not covered by the guarantee.

The analysis of the warranty period is done automatically by the invoice and serial numbers or others that identify the equipment, the process should be initiated with the opening of RMA in the online shop.

The Products will be returned at the Customer's risk.

ARTICLE 13 - WARRANTY

13.1 Warranty on new products

Unless particular conditions are expressly stated, the Products sold by VTS VITALSALE follow the unique guarantees of the manufacturers from the date of invoicing, as defined herein. 

It is the Customer's responsibility to become aware of the applicable manufacturers' warranties prior to any purchase. The Customer shall be deemed to have become aware at the time of ordering.

VTS VITALSALE recalls that it is up to the manufacturer to apply the warranties to the delivered product as well as to the missing elements. Under no circumstances shall VTS VITALSALE be bound by a guarantee if the defect found is not covered by the manufacturer's guarantee.

VTS VITALSALE, applies warranty provided by the manufacturers and undertakes to apply the terms of the same to its customers, subject to the conditions that they provide and present, VTS VIALSALE, being subject to the warranty conditions that the manufacturers provide.

13.5 All products

13.5.1 Exclusions from warranty

13.5.1.1 VTS VITALSALE may not give manufacturer's warranty in the following cases:

- Products that are damaged or have become defective after:

- A use not in accordance with the use for which it was created;

- Virus infections or the use of the Product with Software and Licenses that were not supplied or installed correctly;

- Inadequate transportation or packaging when the Product is returned by the Customer;

- A modification of the Product;

- An improper installation of third party products (e.g. memory card).

- An unprotected storage or in inadequate conditions.

- Negligence, misconnection or mishandling, storage and use of the Product not in accordance with the technical specifications of the manufacturers/VTS VITALSALE or, more generally, a faulty or careless use (e.g. misuse, fracture, excessive heat, corrosion, oxidation, handling with excessive force, etc.)

- Addition of a complementary or accessory device to the Product, or the use of any part necessary for the operation of the Product that does not conform to the technical specifications of the manufacturers/VTS VITALSALE;

- Abnormal use of the Product, the Products being intended for normal commercial use only, shall not be subject to application in safety critical systems, in life support applications, in the nuclear field and in weapons production, unless written approval is obtained from the manufacturer of the Products.

The warranty does not cover:

- Damage caused by use with another product: use of accessories or devices whose type, condition and standards do not correspond to the manufacturer's recommendations;

- Consumables, in particular batteries, as well as accessory cables;

- Aesthetic defects, including scratches, signs of shocks, defects of the protective plastics of the connection ports, cracks or scratches on the LCD screen and covers;

- Replacements of parts due to wear and tear from normal use;

- Loss or damage to Software and Licensing, data or removable storage media. Customer is responsible for saving all software, data or removable storage media. All Customer data will be systematically erased during tests and repairs,

-malfunctions associated with the operator (availability, coverage, services, network capacity),

- Damage associated with a watertightness failure.

The warranty does not apply:

- If the product has been opened, modified or repaired by a third party;

If the mobile terminals have not been previously changed by the Customer and if the serial number or the IMEI number has been erased, removed, degraded, modified or made illegible in any way on the Product;

- If the battery of the Product is short-circuited, if the seals of the battery compartment or the cells have been damaged or show signs of forced opening;

- If the Product's moisture detector shows red. The warranty does not cover failure or damage resulting directly or indirectly from the conditions of transport (e.g. inadequate packaging, breakdown during transport, etc.) of the Products from the Customer to VTS VITALSALE or the Manufacturers

13.5.1.2 If a case of exclusion of warranty, described above, is found and excluding the case provided for in the Article VTS VITALSALE may, at its discretion: Propose, in the context of a return for repair, a quote for repair. For the presentation of an estimate an invoice is made for the diagnosis, deducted in the case of acceptance of the estimate. 

In case of refusal by the customer, the material will be returned as is, at costs previously available to the Customer and after payment of the diagnostic fees.

Issue, in the case of prior exchange (sending of a new Product by VTS VITALSALE before return), an invoice corresponding to the repair costs. VTS VITALSALE reserves the right to invoice management fees of 50€ without charge in case of unjustified return.

13.5.2 The expiry of the guarantee period puts an end to all contractual obligations of VTS VITALSALE. 

In this respect, the guarantees specified in ARTICLE 13 - of the present are the only data provided to the Customer, to the exclusion of any other guarantee of a particularly legal nature.

ARTICLE 14 - RETURN OF PRODUCTS

14.1 Acceptable returns

No returns will be accepted after a period of 30 days from the date of the invoice and prior express agreement of VTS VITALSALE through the RMA process.

Product returns always require validation by the manufacturer(s) and will give rise, in accordance with the manufacturer(s) terms, to a repair, replacement or alternative solution with a value equal to that initially invoiced.

In the particular case of a request for acceptance, the original packaging of the material to be returned must not be open and with

- Any markings or labels, notably transport labels;

- In any other box than the original.

- Other than with the factory settings.

Any Product returned that does not respect these requirements will automatically result in refusal of acceptance.

In case of an advanced exchange (before returning the defective Product), the Customer must send the equipment to be replaced within the mentioned period. After this period, an invoice will be automatically created with the value of the product to be replaced.

The Customer shall be responsible for the shipping costs of the defective Product. Thus, the packaging must ensure the preservation of the material during transport. The costs and risks of return are the responsibility of the Customer (VTS VITALSALE suggests that the Customer takes out insurance to cover the risks inherent in transport).

14.2 Non-acceptable returns

When Products are returned without the express and prior agreement of VTS VITALSALE, they will be systematically refused and returned at the Customer's expense. In this case, the corresponding invoice will obviously be paid on the due date. The risk for Products returned without the express and prior agreement of VTS VITALSALE shall be borne by the Customer. 

This 14.2 shall apply in cases of returns made after the due date. Failure to pay within 30 days the amounts set out in Article 13.5.1.2 by the Customer in case of exclusion of the guarantee, storage costs will be invoiced where applicable. 

After notification by letter with acknowledgement of receipt, VTS VITALSALE shall proceed to destroy the materials not removed within a period of one month. The Customer may not claim any compensation of any nature whatsoever from VTS VITALSALE

ARTICLE 15 - TERMINATION OF THE CONTRACT

In the event of non-compliance by the Customer with any of its obligations, and after a period of 48 hours from the summons sent by registered letter with acknowledgement of receipt, without the same taking effect, the corresponding sale shall be terminated as of right and to the detriment of the Customer. 

In this case, the Products sold shall be returned to VTS VITALSALE at its discretion and without prejudice to any losses and damages it may claim. In any and all circumstances, the total amount of the order or the ongoing contract shall remain outstanding by the Customer.

ARTICLE 16 - INTELLECTUAL PROPERTY

16.1. The Products delivered by VTS VITALSALE are protected by intellectual property rights and remain the exclusive property of their owner. Consequently, any act of copying shall be liable to constitute a counterfeit.

16.2. The Customer acknowledges that all data, images, photographs and texts including in particular the product sheets made available by VTS VITALSALE on its website remain the exclusive property of VTS VITALSALE and are exclusively reserved to the relations between the Customer and VTS VITALSALE. Accordingly, the Customer is prohibited without the prior written permission of VTS VITALSALE from:

- Duplicating, copying, printing or publishing such data, images, photographs and texts and, more generally, using them for any commercial purpose;

- To extract data, images, photographs and texts;

- Use such data, images, photographs and texts as a basis for preparing catalogues or other marketing and commercial tools.

ARTICLE 17 - CONFIDENTIALITY

The Client acknowledges that any information given, technical formulae or concept of which he/she may have knowledge in the course of the present contract are strictly confidential and, consequently, he/she is prohibited from disclosing or using them. 

With a view to implementing this clause, the Client shall be liable for himself/herself and his/her employees. However, the Customer may not be held liable for any disclosure if the disclosed elements are in the public domain or if he/she became aware of them or obtained them through an intermediary and by legitimate means.

ARTICLE 18 - PROCESSING OF PERSONAL DATA

In the framework of the execution of the Contract, the Parties, as data controllers, are obliged to process, in their own name, personal data of employees, managers, subcontractors, agents and/or service providers of the other Party (for example: name, surname, e-mail, telephone, etc.).

In this capacity, each Party undertakes, in this context, to respect the confidentiality and security of such personal data, in accordance with the provisions laid down in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016

The employees, managers, subcontractors, agents and/or service providers of each of the Parties whose data have been collected and processed by the other Party may at any time exercise their rights over their personal data (rights of access, rectification, erasure, objection, limitation of processing, portability of personal data and not to be the subject of an automated individual decision) by sending their request to info@vts.pt 

The latter have the possibility to lodge a complaint with the competent regulatory body at www.cnpd.pt. These personal data are kept in accordance with the legislation in force by applying them.