General Terms and Conditions of Sale (Portugal)
1. Definitions. “Buyer” means a party purchasing any Product from Seller. “GTC” means these General Terms and Conditions of Sale (Portugal). “Parties” collectively refers to Seller and Buyer, and “Party” means either of them, as the context requires. “Product” means any product or service sold by Seller. “SDS” means Safety Data Sheet. “Seller” means ACI – Automotive Compounding Industry, Unipessoal Lda. and/or ICM – International Compounders Madeira, Unipessoal Lda. (Zona Franca da Madeira), and their associated companies within the Westlake group. “Westlake group” means Westlake Corporation, as ultimate parent company, together with any legal entity which, at the relevant time, directly or indirectly controls, is controlled by, or is under common control with Westlake Corporation, within the meaning of applicable corporate and accounting law.
2. Applicability of these GTC; language versions. Any agreement between the Parties for the sale of Products will be governed by these GTC. The GTC are deemed communicated to and accepted by the Buyer upon receipt of Seller’s order confirmation or, at the latest, upon acceptance of delivery, in accordance with Decree-Law 446/85 of 25 October, as amended (Standard Terms Regime). Even if Buyer sends Seller another form of agreement, Buyer’s general terms and conditions or modifications to these GTC, these GTC, without any modification, will govern the agreement between the Parties, even if Seller does not expressly object against any such other form of agreement, Buyer’s general terms and conditions or modifications to these GTC. Neither course of performance or dealing, nor usage or trade, nor prior writings or agreements shall be used to qualify, explain or supplement any of these GTC. The invalidity, in whole or in part, of any provision of these GTC shall not affect any other provision of these GTC, each of which shall be enforced to the full extent permitted by law, in accordance with Article 292 of the Portuguese Civil Code. In the event of any discrepancy between these GTC and a specific contractual provision agreed on by the Parties in writing, such specific contractual provision will prevail. These GTC apply solely with respect to business-to-business transactions, i.e. where the Buyer acts in the exercise of a commercial or professional activity, and not with respect to consumers within the meaning of Article 2(1) of Law 24/96 of 31 July (Consumer Protection Act). Only the English version of these GTC shall be legally binding. Any translations of these GTC into other languages have been prepared for convenience purposes only. In case of any discrepancy between the English version of these GTC and any other language version, the English version of these GTC shall prevail.
3. Products. The Products sold are those described in Seller’s order confirmation, unless, in the event of a discrepancy between Buyer’s order and Seller’s confirmation, Buyer notifies Seller in writing of its disagreement, within a period of ten (10) days from the date of receipt of Seller’s order confirmation. The Products shall only be used for industrial use and NOT for consumer uses.
4. Price and payment. Unless otherwise agreed in writing, Product prices are determined by Seller’s order confirmation provided to Buyer or, in the absence of such confirmation, by Seller’s list prices in effect at the time of planned delivery date. Unless otherwise agreed in writing, (i) all prices are CIF/CIP (Incoterms® 2020) to the facility to be specified by Buyer and (ii) payment will be due within thirty (30) days of the invoice date. Buyer shall make the payment by electronic fund transfer to an account designated by Seller. Buyer shall not be entitled to make any deduction from payments due to Seller on account of any alleged set-off or counter claim. Late payment immediately constitutes a default without notice and interest on late payments shall accrue automatically in accordance with Decree-Law 62/2013 of 10 May (transposing Directive 2011/7/EU on combating late payment in commercial transactions). Buyer shall reimburse Seller for Seller’s full costs of collection and related legal costs, including a minimum fixed recovery amount of EUR 40, even where exceeding the legally recognized costs. Seller may at all times assign its invoices to a factoring company in which case payments shall be made into the account mentioned on the invoice. In the event that Seller’s costs of the Products has increased as a result of an increase of external costs or a modification of rates of exchange or increase in Seller’s raw material or input buying prices, taxes, duties or other levies imposed by public authorities, Seller has the right to increase the prices accordingly for all orders not yet shipped to Buyer, provided that Seller provides Buyer with at least fifteen (15) days prior written notice. All orders for such Products that are confirmed but not shipped as of the effective date of such increase shall be re-priced accordingly. Notwithstanding the foregoing, if any single price increase exceeds twenty-five (25) percent of the price previously in effect for the relevant Product, Buyer shall be entitled to terminate (resolver) the agreement with respect to the affected orders by written notice to Seller within ten (10) days of receipt of the price increase notice, without any liability or cancellation fee.
5. Delivery. Any delivery dates set out in Seller’s order confirmation or acceptance are estimates. Seller cannot guarantee delivery on a specific date. Unless otherwise agreed in writing, variation of up to 10% in quantity is acceptable to Buyer. Buyer will be invoiced for the quantity actually delivered. The quantity recorded on Seller’s officially calibrated weighing equipment at the point of loading shall be accepted by both Parties as correct. Delivery may be made in installments and may be suspended as long as Buyer is delayed in the performance of any obligation to Seller. Seller shall not in any circumstance be liable for any loss or damage whatsoever due to delay in delivery however occasioned, unless the same was attributable to Seller’s gross negligence or willful misconduct. If Buyer refuses to accept delivery of Products or any instalment thereof, Seller may, without prejudice to its other rights, arrange for the storage of the Products at the expense and risk of Buyer. Risk of loss or damage passes to Buyer at the time Products are first transferred to a commercial transportation carrier for shipment. Seller shall retain title to the Products delivered to Buyer until Buyer has performed all its obligations under any sale agreement with Seller, in accordance with Article 409 of the Portuguese Civil Code. In the event of any re-sale by Buyer of any goods manufactured out of Products sold by Seller, Buyer hereby assigns to Seller all proceeds from their sale, up to the amount owed to Seller. Buyer shall keep the Products subject to retention of title clearly identified and separated from its own property and shall not pledge, encumber or otherwise dispose of them without Seller’s prior written consent. If Buyer is responsible for the transport of Products, Buyer shall ensure that the means of transport is clean and dry, suitable for loading and carrying the Products, and complies with applicable legal standards for such means of transport. In case of non-compliance with the above requirements, Seller will be entitled not to load or cause to load the relevant means of transportation.
6. Warranty. Seller only warrants that all Products sold to Buyer will conform to the manufacturers’ specifications. Seller makes no other warranty of any kind, express or implied, by contract, statute or otherwise, to the extent permitted by applicable law, and Seller expressly excludes and disclaims all implied warranties of merchantability or fitness for a particular purpose or otherwise. Products that conform to the manufacturer’s specifications shall never be considered defective. Buyer will inspect all Products for damage, defect or shortage promptly after Buyer receives them, and will give Seller prompt notice of any damage, defect or shortage that Buyer detects. Buyer must give Seller notice of any defect within thirty (30) days after the date of receipt of the relevant Product(s) or before the date the Products are used, whichever comes first, in accordance with Article 916 of the Portuguese Civil Code. If any Product is determined not to conform to the warranty set forth above, Seller shall, at its option, either replace the defective Product or refund the purchase price thereof. Defective Products shall not be returned by Buyer until authorized by Seller. This remedy is Buyer’s exclusive remedy for breach of warranty and defects in the Products, to the extent permitted by applicable law. Should applicable law prohibit this limitation of Buyer’s remedies, then Seller agrees that the maximum amount Buyer may claim from Seller is once the net purchase price Buyer actually paid Seller for the Product subsequently determined to be defective. Any claims under this Section 6 shall be subject to the limitations of liability set forth in Section 7 of these GTC. This warranty is given only to the original Buyer and does not extend to any subsequent purchaser or transferee of Products. Buyer is not entitled to extend or transfer this warranty to any other party.
7. Limitation of claims and indemnity. Seller will not be responsible and Buyer indemnifies Seller for, and Buyer releases Seller and holds Seller harmless from, any losses and harm arising out of Buyer’s loading, storage, handling, purchase, possession, distribution, disposal or use of any Products, Buyer’s use of any technical or Product handling advice Seller may offer, except in case of gross negligence or willful misconduct by Seller. To the extent permitted by applicable law, Seller will not be liable for damages whether consequential, indirect, special, incidental, exemplary or otherwise, including, but not limited to, loss of goodwill, profits or turnover, equipment downtime, repair or material cost, cost of any substitute for the Products Buyer bought, claims of third parties or injury to person or property. The foregoing limitation shall not apply to liability for damages to life, physical integrity or health, or in cases of willful misconduct (dolo) or gross negligence (culpa grave) within the meaning of Article 809 of the Portuguese Civil Code. Seller shall not be liable for any damage, injury, contamination or loss in case of breach by Buyer of its obligations under Section 13 of these GTC and Buyer shall indemnify and hold Seller, its employees, suppliers and sub-contractors harmless against all claims, costs, loss or damages in connection with such breach. Conditions limiting, excluding or establishing liability, which can be invoked by suppliers or independent contractors of Seller against Seller in respect of the goods delivered, may also be invoked against Buyer. In any case, except in case of willful misconduct, Seller’s total aggregate liability in respect of any claim, loss or damage, whether arising from breach of contract or otherwise under or in connection with the agreement, shall in no event exceed 100% of the price paid by Buyer to Seller pursuant to the agreement. Nothing in this Section limits any nondelegable liability that may apply to Seller under mandatory Portuguese product liability law.
8. Downstream Products. The Products are intended to be transformed into new downstream products (“Downstream Products”). By contrast, the Products are not intended to be used in their original form. Seller will not be responsible for compliance of Downstream Products with applicable laws, regulations and standards, including but not limited to laws, regulations and standards related to environmental dispersion and waste management. The Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities related to the Downstream Products, including, without limitation, liabilities in connection with environment and waste management.
9. Technical and other services. Buyer is responsible for the design, processing, testing and labelling of any product produced using Seller’s Products and Buyer will not rely on anything on Seller’s website or any statement by Seller about the suitability of Products Seller provides. Buyer is responsible for testing and investigating Products sold by Seller to form an independent judgment concerning their suitability for the use, conversion or processing intended by Buyer and will not make any claim against Seller based on Seller’s technical advice, statements, data, services or recommendations.
10. Intellectual property. Any suggestions Seller makes about possible applications, designs or uses of Seller’s Products do not give Buyer a license under any intellectual property right covering such applications, designs or uses, nor are they a recommendation for use of such Products, applications or designs which may infringe any intellectual property right. Seller does not warrant that the use of the Products, or articles made therefrom, in conjunction with other materials, will not infringe another person’s valid patent rights. Seller will defend Buyer if there is a claim that Products, as delivered to Buyer, infringe another person’s valid patent rights, and if necessary will refund the purchase price. The foregoing states the entire obligation of Seller for intellectual property infringement by any Product sold hereunder. If Buyer becomes aware of any actual or threatened infringement claim relating to the Products, Buyer shall promptly notify Seller in writing, providing reasonable details of such claim. Seller shall have the sole right to control the defense of any such claim, including the selection of legal counsel, the conduct of litigation or other proceedings, and the negotiation and approval of any settlement. Buyer shall provide reasonable cooperation and assistance to Seller in connection with such defense. Buyer shall not admit liability, settle or compromise any such claim without the prior written consent of Seller.
11. Events beyond Seller’s control (force majeure). Seller shall not be responsible if Seller’s performance of any obligation towards Buyer becomes, in whole or in part, temporarily or not, impossible or commercially unreasonable due to any cause or event beyond Seller’s reasonable control, including, without limitation, extreme weather conditions, natural catastrophe, warfare, terrorist activity, fire, acts of any governmental authority, site or building blockades, breakdown of utilities, transport interruptions, strikes, specific work interruptions or work-to-rule slowdowns and lock out, machine breakdown, emergency repair or maintenance, delay in the provision to Seller of parts, goods or services ordered from third parties, accidents, epidemics, pandemics and/or interruptions of business operations. If such event occurs on the part of Seller, Seller shall notify Buyer in writing within a reasonable time of the nature and expected duration of the event, and its obligations shall be suspended for the duration of the event. If the event lasts longer than 90 calendar days, either Party may in writing rescind the non-feasible parts of any agreement between the Parties, without liability. In addition, Seller will be excused if Seller is unable to acquire from its usual sources and on terms it deems reasonable, any material necessary for manufacturing the Product. If, because of such circumstances, there is a shortage of Product, Seller will not be obligated to purchase Product from a third party in order to perform its obligations and it may apportion its available Product among all its customers and its own internal use in such manner as Seller finds fair and reasonable; provided, however, that Seller will not be obligated to apportion or otherwise make available to Buyer, Product which Seller obtains by purchase or exchange for its own internal use. Quantities of Product consequently not shipped will be deducted from the applicable remaining quantity obligation, unless the Parties agree otherwise.
12. SDS; environmental, health and safety compliance. Seller will provide Buyer with SDSs applicable to the Product and Buyer will provide the most recent SDSs, as received from Seller, to all persons required by law to receive them. Buyer will take all such precautions to protect human health and the environment as may be appropriate for hazards identified in the SDSs or otherwise identified to Buyer by Seller. Buyer shall ensure that all its employees and other persons who may come into contact with the Product receive adequate training and information on the hazards identified in the SDSs. Buyer will use, handle and process the Products, and manage and dispose of all wastes and residues resulting from use, handling and processing of Products, including any packaging, in accordance with applicable laws and regulations.
13. Export control compliance. Seller is subject to application of United States, European Union and national export control laws. In this capacity Seller is prohibited from directly or indirectly exporting and/or selling products, or allowing third parties to directly or indirectly sell and/or export products, into certain embargoed countries and to certain restricted or denied customers under the export control laws of the United States, the European Union and/or the United Nations. Prohibited transactions include any transaction in which Products are shipped to or through the embargoed countries or which involve the restricted or denied customers. Penalties for violation of these laws are severe. Buyer shall not directly or indirectly, sell or export the Products purchased from Seller to any of these embargoed, restricted or denied persons, entities or countries, nor sell or otherwise transfer any such Product to any customer under circumstances where it has knowledge or reason to believe that the Product will be sold or exported to any such embargoed, restricted or denied person, entity or country. Buyer further certifies that to the best of its knowledge, the Product sold and delivered by Seller will not in any way be used for purposes that are prohibited under national and international regulations, including without limitation, the manufacture of weapons or materials used in the weapons industry.
14. REACH. Buyer shall comply with its obligations arising from the Regulation (EC) No 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), and shall provide such assistance as Seller may reasonably require in view of the provisions set out in REACH and in any other laws, rules and regulations applicable to the Products and its chemical elements from time to time. Buyer shall promptly inform Seller of any use of the Products that may require an amendment or extension of an existing REACH registration or authorization.
15. Termination for default. If Buyer does not fulfill its obligations under these GTC, does not fulfill them timely or adequately, Seller may, by written notice specifying the breach, require the Buyer to cure within fifteen (15) calendar days from receipt. If the breach is not cured within that period, or if cure is objectively impossible or unlawful, Seller has the right to suspend the performance of any obligation hereunder or to rescind (resolver) the agreement in whole or in part, by written declaration, without prejudice to any right to claim costs, damages and interest. Notwithstanding the foregoing, no cure period shall apply in case of failure by Buyer to make any payment when due, in which case Seller may suspend performance or rescind the agreement with immediate effect upon written notice. In addition, Seller may suspend performance or rescind with immediate effect if Buyer requests (temporary) moratorium, proceeds with the liquidation of its business, or if a substantial part of Buyer’s assets is attached and such measure is not lifted within thirty (30) calendar days. In all cases of termination or suspension under this Section, all of Seller’s claims against Buyer are immediately and totally due. Buyer shall be entitled to rescind (resolver) the agreement in case of material breach by Seller of its obligations under these GTC, by written notice specifying the breach, provided Seller has not cured such breach within fifteen (15) calendar days from receipt of such notice. Amounts validly invoiced and due prior to the effective date of any termination remain payable by the relevant debtor Party.
16. Data protection. Seller is the data controller in respect of any personal data of Buyer’s employees, directors and collaborators processed in connection with this agreement. Seller will process such personal data for the purposes related to the execution of its contractual obligations, to comply with a legal obligation to which Seller is subject or for the establishment, exercise or defense of legal claims, in accordance with applicable law. Further details on how Seller processes personal data are set out in Seller’s Privacy Policy, available at www.westlake.com/privacy-policy. Data subjects may exercise their rights under applicable data protection law, including the right of access, rectification, erasure, restriction of processing, data portability and objection, by contacting privacy@westlake.com.
17. VAT. If the supply qualifies as an intra-community transaction as defined in Article 138 of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, Buyer will notify Seller, in writing and before the supply takes place, which VAT number Buyer will use for each transaction and, in case transport is not arranged by or on behalf of Seller, that the Product will be transported by Buyer or on his behalf to another EU Member State. If, in the above described situation, Seller has sufficient confidence that it will receive the evidence required in time, and, therefore, invoices Buyer with 0% VAT, Buyer shall provide Seller as soon as possible and in any event within 6 weeks with documents proving that the Product has been transported to another EU Member State. Buyer is liable for any VAT and fines due by Seller if the documents mentioned are not received in time by Seller. If the VAT number cannot be verified with fiscal authorities in due time, or if fiscal authorities cannot validate the VAT number at verification, the supply will be deemed to be a national supply and VAT will be levied accordingly. If Products are transported by or on behalf of Seller and fiscal authorities do not accept the proof that the Product has been transported to another EU Member State, Buyer will do its utmost to provide Seller with additional information and to assist Seller in having the proof accepted.
18. Miscellaneous
18.1. Cancellations of and changes to orders; refusal and return of conforming Products. Any cancellation of or changes to any order, refusal to take delivery or return of any conforming Product purchased hereunder, will require express acceptance by Seller and will be subject to a cancellation fee in accordance with Seller’s policy then in effect.
18.2. No waiver. Failure by either Party, at any time or from time to time, to require the performance by the other of any term or provision of these GTC shall not constitute a waiver of such term of provision.
18.3. Electronic communication. Buyer specifically agrees that Seller may issue electronic order acceptances or confirmations and electronic invoices for any purchases of Products made using the Internet, email or any other electronic communications method, and agrees to honor such order acceptances or confirmations and invoices as if they had been delivered in writing.
18.4. Assignment. Buyer shall obtain the written consent of Seller prior to and as a condition of the assignment, transfer, encumber or novation of any right, benefit and/or obligation (including rights to receivables) under any agreement governed by these GTC. Any purported assignment by Buyer without Seller’s prior written consent shall be null and void. Seller is entitled to assign, transfer, encumber or novate its rights and obligations in whole or in part to any company within the Westlake group or to any successor entity, without obtaining written consent of Buyer. Any such assignment shall become effective upon notification to the Buyer, identifying the respective Westlake group company to which the relevant rights and obligations have been assigned.
18.5. Letters of credit. If payment is to be made by letter of credit, Buyer shall immediately establish an irrevocable letter of credit in favor of Seller through a prime bank acceptable to Seller. Such letter of credit shall be in a form and upon terms satisfactory to Seller and shall authorize reimbursement to Seller for such sums, if any, as may be advanced by Seller for consular invoices, inspection fees and other expenditures for the account of Buyer. If the letter of credit is not honored by the bank immediately upon Seller’s presentation of the corresponding draft, Buyer shall, upon notice from Seller, immediately make payment by electronic funds transfer in immediately available funds to the account of Seller directly and unconditionally. All bank charges incurred, including collection charges and stamp duties, if any, within the country of Buyer shall be for the account of Buyer and any bank charges incurred outside Buyer’s country shall be for Seller, unless the Parties agree otherwise.
18.6. Insurance. If Seller agrees to obtain insurance for Buyer’s account and Seller is obliged to provide insurance on a shipment in view of the agreed delivery condition (Incoterms® 2020), Seller will insure 100% of the invoice amount unless other valuation is agreed.
18.7. Governing law. Any agreement between the Parties for the sale of the Products shall be governed by the substantive laws of Portugal. The United Nations Convention on the International Sale of Goods shall not apply.
18.8. Disputes. Unless agreed otherwise, disputes arising out of or in connection with an agreement between the Parties for the sale of the Products may be brought before the state court of the seat of Seller, without prejudice to any other competent venue under applicable law. Seller shall always remain entitled to bring a claim against Buyer in the state court of the seat of Buyer.
18.9. Notices. All notices and communications under these GTC shall be made in writing (including by email) and shall be deemed duly given upon receipt by the other Party at the address or email indicated in the relevant order confirmation or as otherwise notified in writing.
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Status: June 2026