PUBLIC OFFER
This is an open-ended offer to an unlimited number of persons to conclude a commission agreement for the purchase of goods with ARABESCO SIDERAL UNIPESSOAL LDA on the following conditions:
TERMS OF THE AGREEMENT
TERMS AND DEFINITIONS
"Agreement" - Commission Agreement, the terms of which are published on the website https://www.arabesco-sideral.pt/
"Agent" - ARABESCO SIDERAL UNIPESSOAL LDA, represented by the director Danill Pankul, country of residence of the company is Portugal, Tax Identification Number: 516868004
"Principal" - the party that accepted the offer to conclude the Agreement by performing the actions established by the Agreement.
"Application" - a document or legally binding actions performed by the Principal in accordance with the terms of the Agreement, as a result of which the Parties came to an agreement on the essential terms of commission services.
"Parties" - collectively referred to as the Principal and the Agent.
"Third parties" - suppliers of goods with which the Agent on its own behalf concludes transactions for the purchase of goods in the interests and at the expense of the Principal.
"Site" - the website of the Principal, located at https://www.arabesco-sideral.pt/
"Services" - services provided by the Agent in accordance with the Agreement, including, but not limited to: search and selection of suppliers of goods, negotiation with suppiers of goods, conclusion of the contract(s) with suppliers of goods, execution of monetary obligations under concluded contracts with suppliers of goods at the Principal’s expense, fulfillment of the formalities necessary for the dispatch of goods, control of the movement of goods to the Principal.
"Agent's report" or "report" - a document containing information on the results of the services provided by the Agent, the amount of the Agent's remuneration, the amount of the Agent's expenses, the amount of the Agent's losses (if any), statements from the Agent's bank account on transactions made on behalf of and in the interests of the Principal.
1. THE SUBJECT OF THE AGREEMENT
1.1. The Principal under the terms of this Agreement instructs the Agent to conclude on behalf of the latter the transactions for the purpose of acquiring goods with Third Parties for a fee in the interests and at the expense of the Principal.
1.2. In accordance with the terms of this Agreement the recipient of the goods (consignee) under every transaction concluded by the Agent in the interests of the Principal is the Principal unless another recipient is indicated by the Principal when submitting the Application.
1.3. In accordance with the terms of this Agreement claims for the quality and quantity of the delivered goods under every transaction concluded by the Agent in the interests of the Principal shall be made by the Principal directly to Third Parties.
2. THE PROCEDURE OF THE AGREEMENT’S CONCLUSION
2.1. The text of this Agreement is set out in electronic form on the Website and does not require signing and execution of a separate paper and/or electronic document by the Parties of the Agreement, and it does not require a separate notification of the Principal’s acceptance and the Agreement considered concluded at the time the Principal performs legally binding actions, including, but not limited to:
- registration of the Application on the Website, by means of an exchange of electronic messages or in any other way acceptable to the Parties and its confirmation by the Agent;
- transfer of funds to the Agent for transactions with Third Parties;
2.2. Performance by the Principal of the actions listed in clause 2.1. of this Agreement, means the Principal’s consent with all the provisions of the Agreement without exceptions and changes.
2.3. This Agreement concluded in the manner specified in paragraph 2.1. has full legal force for the Parties and creates rights and obligations of the Parties in the same way as if it were signed in the presence of the Parties and executed in the form of a paper document.
2.4. If the Principal accepts the offer to conclude the Agreement with the conditions or with any changes, it is considered that he rejected the offer of the Agent.
3. OBLIGATIONS OF THE PRINCIPAL
3.1. In relations with the Agent the Principal shall act loyally and in good faith.
3.2 The Principal undertakes to pay remuneration to the Agent in accordance with the terms of the commission and the terms of payment stated in this Agreement.
3.3 The Principal shall inform immediately the Agent of his acceptance, refusal or non-execution of any offers/orders submitted by the Agent.
3.4 The Principal shall not reject offers/orders submitted by the Agent, except in cases where there are serious doubts supported by any written evidence about the trustworthiness of the client.
3.5. The Principal undertakes to timely transfer funds for the Agent to cover the completion of transactions for the purchase of goods.
3.6. The Principal undertakes to timely pay the commission fee to the Agent.
3.7. The Principal is obliged to take measures to prevent and avoid violations of the terms of the Agreement and the deterioration of the quality of the services provided by the Agent.
3.8. The Principal shall notify the Agent in advance about the need to derogate from the terms of the order (change of the terms) agreed by the Parties in the Application and pay an additional commission fee in connection with this as well as reimburse all costs and/or losses of the Agent if such costs and/or losses were incurred by the Agent in connection with changes in the terms of the order.
3.9. The Principal shall pay additional remuneration to the Agent and/or reimburse all expenses and losses incurred by the Agent in cases where he:
- untimely canceled the Application;
- untimely or incompletely provided the information and documents required by the Agent to fulfill this Agreement.
- failed to provide information and documents required by the Agent to fulfill this Agreement.
3.10. The Principal undertakes to provide the Agent free of charge with all the information and documentation necessary for the implementation of this Agreement at the first request of the Agent.
3.11. The Principal shall examine the Agent's report and approve it or provide a reasonable objection to the Agent's report within the time limits established by this Agreement.
3.12. The Principal shall provide the Agent with complete and reliable information about himself, his authorized representatives, methods of communication, etc.
3.12. The obligations of the Principal established by this Agreement create corresponding rights of the Agent.
4. OBLIGATIONS OF THE AGENT
4.1. The Agent shall fulfill the Principal's instructions conscientiously and loyally in accordance with the terms of this Agreement and the Application.
4.2. The Agent carries out its activities independently and in no case should be considered as an employee of the Principal.
4.3. The Agent shall take timely measures to avert and prevent violations of the terms of the Agreement and regulate the quality of the Services.
4.4. The Agent shall search and select Third Parties to enter into transactions with them in order to purchase goods.
4.5. The Agent shall act in the best interests of the Principal when concluding transactions with Third Parties.
4.6. The Agent shall inform the Principal about changes in the conditions for the provision of Services under this Agreement, their content and the amount of the commission fee in the way and in the manner prescribed by this Agreement.
4.7. The Agent shall prevent attempts of unauthorized access to information about the Principal and shall not disclose it to persons who are not directly related to the execution of the Application and this Agreement, except if otherwise required by law.
4.8. The Agent shall provide the Principal with a report on the results of the Services in the manner and on the terms established by this Agreement.
4.9. The obligations of the Agent established by this Agreement create the corresponding rights of the Principal.
5. AGENT REMUNERATION. THE PROCEDURE OF PAYMENT FOR SERVICES AND THEIR COST
5.1. The cost of Services (amount of commission fee) of the Agent is determined each time based on the volume and content of the Principal's order and can be fixed by the Parties in the Applications, reports of the Agent or in any other way acceptable to the Parties, while the amount of the cost of the Agent's services shall not exceed 5% of the amount of the transaction completed by the Agent on behalf of the Principal.
5.2. The Agent has the right to withhold the amount of remuneration from the funds transferred by the Principal for the execution of a transaction (transactions) by the Agent with third parties.
5.3. If the Agent makes a transaction on terms that are more favorable than those agreed by the Parties, the additional benefit from such a transaction belongs to the Agent.
5.4. Payment under this Agreement, including the transfer by the Principal to the Agent of funds to cover transactions in the interests of the Principal, shall be carried out in a non-cash form, by transferring funds to the Agent's bank account or in any other way not prohibited by the current legislation of the Agent's country.
6. AGENT REPORT
6.1. Based on the results of the provision of Services for each order of the Principal, the Agent provides a report containing information on the results of the Services, the amount of remuneration, the amount of the Agent's expenses, the amount of the Agent's losses (if any), statements from the Agent's bank account about the transactions made on the order and in the interests of the Principal.
6.2. The report shall be sent to the Principal in electronic form. Upon a separate written request of the Principal, the report may be provided in the form of a paper document at the Agent's office or sent by the latter by regular mail.
6.3. The Principal is obliged to examine the received Agent’s report and approve it or provide a reasonable refusal to accept the Agent’s report within 5 calendar days from the moment the report was sent by the Agent to the Principal's e-mail or any other way acceptable to the Parties.
6.4. If the Principal does not send the approved report or any confirmation of the report sent by the Agent within 5 calendar days from the moment the report was sent by the Agent, the report shall be considered approved by the Principal and the Agent's services are accepted in full in accordance with the terms of this Agreement and the Application.
7. RESPONSIBILITY
7.1. The Agent shall not be responsible for the fulfillment of obligations by the Third Party with whom he enters into an agreement in the interests of the Principal but undertakes to assist the Principal in resolving any possible disputes with the Third Party by providing documents drawn up by the Agent with the Third Party.
7.2. The Agent shall not be liable for the harm, damage, losses incurred by the Principal or any other negative consequences for the Principal incurred as a result of the violation and/or improper performance under the terms of this Agreement by the Principal.
7.3. The Principal shall be liable for damage caused to the property of the Agent and/or Third Parties within the market value of such property.
7.4. The Parties of the Agreement shall be released from liability for violation of its terms if such violation has been caused by force majeure circumstances (force majeure), including actions of state bodies, fire, flood, earthquake, other natural disasters, lack of electricity, strikes, civil unrest, riots, any other circumstances, not limited to those listed above, which may affect the possibility of fulfilling the terms of the Agreement and do not depend on the will of the parties of the Agreement. Force majeure circumstances (force majeure) must be confirmed by the relevant document of the Chamber of Commerce and Industry of the country in which the force majeure circumstances arose.
7.5. The Agent's liability under this Agreement shall be limited to the amount of the Agent's commission fee.
7.6. All disputes arising out of or in connection with this Agreement shall be finally resolved by arbitration in accordance with the Rules of Arbitration of the Commercial Arbitration Center of the Portuguese Chamber of Commerce and Industry (Commercial Arbitration Center) by one or more arbitrators appointed in accordance with the Rules of Arbitration. The place of arbitration is the city of Rio Tinto, Portugal. The language of arbitration is English.
7.7. In any matters not covered by this Agreement, the legal relations of the Parties shall be governed by the current legislation of the Portuguese Republic.
8. TERM OF THE AGREEMENT, PROCEDURE FOR AMENDING AND TERMINATION OF THE AGREEMENT
8.1. The concluded Agreement shall be valid for an indefinite period of time.
8.2 Each Party has the right to terminate this Agreement by sending a written and/or electronic notice to the other Party, and the Agreement shall be deemed terminated on the day such notice has been sent in the following cases:
8.2.1 A material breach by the other Party of its obligations, which can be qualified as gross negligence or willful breach of the terms of the Agreement;
8.2.2 Exceptional circumstances beyond the control of the Parties that excludes the possibility of fulfilment of the Agreement;
8.2.3 If the Party does not eliminate any violation of the terms of the Agreement within 5 calendar days from the date of notification of the Party about the violation of the terms of the Agreement.
8.3 Termination of this agreement for any reason does not affect:
8.3.1 each Party's acquired portion of the rights, remedies or obligations, including payments due by of the date of termination;
8.3.2 Application of the provisions of this Agreement, which shall remain in force after the expiration of this Agreement.
8.4 In the event of termination of this Agreement, the Principal is obliged to pay all the payments due to the Agent without exception, even if the goods under the transactions concluded by the Agent have not yet been received by the Principal.
9. OTHER TERMS
9.1. Any notifications in accordance with this Agreement may be sent by the Parties:
- by e-mail (the Agent's e-mail address is indicated on the Site); the e-mail address of the Principal will be indicated in his personal account after registering on the Site, in the Application, or the e-mail address of the Principal from which the latter carries out business correspondence with the Agent;
- by fax;
- by mail with acknowledgment of receipt.
9.2. This Agreement constitutes the entire agreement between the Parties. The Agent does not accept any additional conditions and obligations in relation to the subject of the Agreement, with the exception of those that are separately agreed upon and signed by the Parties in writing.
9.3. By performing the actions described in Section 2 of this Agreement the Principal confirms the voluntary consent to conclude the Agreement, corresponding to his will, intentions and business purpose, also by concluding this Agreement the Principal confirm that he:
a) fully familiarized himself with the terms and content of this Agreement,
b) fully understands the subject, content of the Agreement and all its conditions, as well as the information contained on the Site,
c) fully understands the meaning and consequences of his actions related to the conclusion and execution of the Agreement,
e) has sufficient rights and powers to conclude this Agreement,
f) has reviewed the Agent's Privacy Policy and accepts (agrees) with its conditions set out on the Site.
9.4. By entering into this Agreement, the Principal confirms the availability of all rights, permits, licenses and powers necessary for the conclusion and execution of the Agreement.
9.5. The numbering of paragraphs is used in this Agreement solely for the purpose of structuring of the Agreement and does not establish the superiority of some provisions of the Agreement over others.
10. COLLECTION, PROCESSING AND STORAGE OF PERSONAL DATA
10.1. The collection of personal data, its processing and storage are carried out by the Agent in accordance with the Agent's Privacy Policy published on the Site.