General Terms and Conditions of Sale

1. SCOPE

1.1 Jota Barbosa Lda. Is a legal entity registered in Portugal, under the terms of Portuguese Law.

1.2 Jota Barbosa sells PRODUCTS covered by the “Jota Barbosa” brands worldwide.

1.3 All PRODUCTS, drawings, samples, design, sketch or whatever PRODUCT is designed, created, or produced by Jota Barbosa – will be hereinafter referred to as the PRODUCT.

1.4 Any private person, legal entity or registered company that enters into a legal transaction will be designated as the CLIENT.

1.5 The order is to be understood as a legal transaction regarding the purchase of the PRODUCT or SERVICE by the CLIENT.

1.6 The REPRESENTATIVE must be understood as a Jota Barbosa employee, with an official email address @jotabarbosa.com. The CLIENT enters a legal transaction with Jota Barbosa through the REPRESENTATIVE.

1.7 The Terms and Conditions are applicable to all transactions of Jota Barbosa, including, but not limited to the following activities: Sales of Goods, Design Service, assembly of PRODUCTS and assembly.

1.8 PURCHASE DATE is understood as the date on which the PRODUCT is sent to the CLIENT.

1.9 Jota Barbosa reserves the right not to enter a legal transaction with a CLIENT at its discretion.

1.10 Jota Barbosa may modify these Terms and Conditions at any time. Upon entering a legal business with Jota Barbosa, the CLIENT accepts the Terms and Conditions in force on the PURCHASE DATE.

1.12 The Terms and Conditions are published and updated on the official website of Jota Barbosa (www.jotabarbosa.com) and on the official Price List available for consultation.

2. ACCOUNTS

2.1 All accounts will only be registered when the first proforma is issued. The CLIENT is obliged to provide valid company information, including, and not limited to: Invoice name, billing address, VAT number (company registration number or resale number). A credit application accompanied by the resale CLIENT’s certificate that is required to open an account. Open credit terms will be considered individually, after the first proforma order.

3. ORDERS AND PRODUCTS

3.1 There are no minimums required when purchasing Jota Barbosa PRODUCTS. This condition does not apply to agents and suppliers.

3.2 In order to place an order, the CUSTOMER is obliged to provide the information requested by the REPRESENTATIVE for the purposes of a legal transaction, including and not limited to: Invoice name and billing address, taxpayer or VAT number (company registration number or reseller number) and e-mail address; or other mandatory information, if necessary for the legal transaction.

3.3 The CLIENT is responsible for selecting the PRODUCTS that constitute the purchase.

3.4 The proforma invoice must be required for each PURCHASE to be made with the official Jota Barbosa REPRESENTATIVE. The payment of the official Pro-Forma invoice confirms the selection of items from the CLIENT, including all finishes specified for each product listed for this order.

3.5 Jota Barbosa reserves the right to consider a pro forma invoice valid for 30 working days, counting from the day it is sent. Therefore, the CUSTOMER is advised to request separate proforma invoices, distinguishing between PRODUCT and transport quotations. In the case of proforma invoices with the shipping quote, these are considered valid only for 10 working days.

3.6 When making a purchase, the CLIENT has the right to request photographs of the PRODUCTS ordered, before shipping. This order must be added to the pro forma invoice for the order.

4. CUSTOMIZATION and CUSTOMIZED

4.1 Jota Barbosa offers a design service to personalize its PRODUCTS and meet the needs and specifications of the CLIENTS. In addition, Jota Barbosa also accepts orders for products made to measure.

4.2 A design fee is applied to all customization / custom orders. This fee is deductible from the final invoice for the PRODUCT. Jota Barbosa reserves the right to define the period of validity and price of an official quote for a made-to-measure PRODUCT.

4.3 A signature and stamp from the CLIENT’s official company is required for all technical drawings / schemes associated with any custom / made-to-measure PRODUCT.

4.4 The delivery time for customized / custom-made PRODUCTS is defined on a case-by-case basis, at the discretion of Jota Barbosa. The delivery period starts when the REPRESENTATIVE confirms the receipt of the technical design / scheme signed by the CLIENT.

4.5 Jota Barbosa provides an estimated delivery time with official quotations and proforma invoices that include customized / customized PRODUCTS and establishes a deadline commitment with each technical drawing to be signed by the CLIENT.

5. CUSTOMER’S OWN MATERIALS (COM)

5.1 For COM orders, production will not start on any PRODUCT that requires any type of fabric, leather, trim or cord supplied by the buyer until ALL materials of the ordered products have arrived and have been correctly identified by Jota Barbosa. The lead time for orders with COM / COL PRODUCTS starts after ALL materials have been identified correctly.

5.2 The CLIENT assumes responsibility for the validity of the wear material, security or fire code of the materials provided by the CLIENT. Jota Barbosa is not responsible for the selection of fabrics chosen by the CLIENT.

5.3 Jota Barbosa assumes that all COMs received have been inspected and are ready for use. The Jota Barbosa guarantees do not extend to the materials provided by the CLIENT. All complaints related to fabric defects are the sole responsibility of the CLIENT and the fabric supplier.

5.4 The CLIENT is responsible for ensuring that all materials are identifiable when received. Jota Barbosa is not responsible for delays in production or for any improper use of the fabric if the fabric is sent without identification by the CLIENT.

6. PRODUCT CHARACTERISTICS AND ACCURACY OF INFORMATION

6.1 Jota Barbosa reserves, without prior notice, to discontinue PRODUCTS or change the specifications of the PRODUCTS.

6.2 Jota Barbosa tries to ensure that the information on the website www.jotabarbosa.com or in the official printed materials is complete, accurate and current. Despite efforts, the information provided may occasionally be inaccurate, incomplete, or out of date.

6.3 The main characteristics of the products are shown on www.jotabarbosa.com on each product page. All weights, measurements and similar descriptions are approximate, due to the characteristics and techniques of the raw materials; and are provided for convenience only.

6.4 Jota Barbosa makes reasonable efforts to accurately and faithfully display the relevant attributes and information of the original products, including technological means to minimize the applicable inaccuracies and colours. However, the products displayed may differ slightly from the actual parts in terms of image and colours due to the computer system, media screens or printed materials. Consequently, Jota Barbosa does not fully guarantee a perfectly clear identity for the final products compared to the graphic representation shown on the official website or in the official marketing material.

6.5 PRODUCTS may have slight variations in measurements up to a limit of five millimetres (5mm)

7. HANDICRAFT PRODUCTS AND RAW MATERIALS

7.1 Jota Barbosa PRODUCTS are unique handcrafted pieces. Each PRODUCT has its own unique attributes, impossible to replicate identically from piece to piece due to the human factor of the best art.

7.2 Due to the nature of Jota Barbosa’s manufacturing processes, techniques and material selection, certain products may exhibit small variations, small marks, corrosion, porosity and / or colour anomalies.

7.3 Many materials and wood finishes, stone and metal can vary in colour, veins, tone and character, being considered part of the natural beauty. Although the manufacturer makes every effort to match a finish and / or texture, there is no guarantee of an exact match. The manufacturer does not guarantee finishes against fading and oxidation.

7.4 All PRODUCTS with brass elements will need to be treated and polished properly over time. Due to the porous nature of brass, it is common to have small inevitable discrepancies in the metal after completion of production. Foundry products may vary in weight due to the nature of the process.

7.5 Jota Barbosa does not fully guarantee a perfectly clear identity of identical finishes in two or more pieces manufactured in separate orders – in relation to the colouring and precise detail of craft processes, such as wood carvings, ceramics, foundry and other metal parts, for the technical reasons listed above. Jota Barbosa works every day to improve the quality, aesthetics, usability and reliability of the product.

8. THE PRODUCT SUITABLE APPLICATIONS

8.1 Climatic conditions, including levels of heat, light and humidity, in the user’s environment, can affect the fabric and wood and can lead to fading, stretching, shrinkage or other damage.

8.2 The selection of furniture or fabrics for specific placement or applications is made at the CLIENT’s own risk and criteria, and Jota Barbosa is not responsible for such selections.

9. PRICE

9.1 Jota Barbosa’s official price lists are public and all prices for each PRODUCT are shown in EURO (€).

9.2 Jota Barbosa’s price lists replace others published or announced beforehand, so they must be consulted before ordering.

9.3 Prices are subject to change and will be those quoted in the official Jota Barbosa price list at the time of the contract.

9.4 All prices are retail prices, they do not include VAT or any other related taxes, fees and shipping costs.

9.5 Jota Barbosa reserves the right to apply VAT costs in all relevant cases, and legal taxes and fees must subsequently be added to the retail price. Jota Barbosa applies a separate pricing policy for purchases made by accounts in the USA.

9.6 Standard packaging is included in all PRODUCT prices. If the CLIENT requires a specific package, it will be charged accordingly.

9.7 All prices and transactions are EX WORK from Portugal and therefore do not include any shipping costs or associated fees.

9.8 The CLIENT cannot obtain any right to any information provided by Jota Barbosa in relation to an offer, catalogue, brochure, price list, etc.

9.9 Jota Barbosa reserves the right, without prior notice, to discontinue products or change product specifications and prices.

10. PRODUCT / CERTIFICATION OPERATION & TECHNICAL DOCUMENTATION

10.1 Certification of products and transactions, as well as other technical documents, are available upon request prior to ordering and may be subject to emission charges.

11.PAYMENT & SHIPPING POLICY

11.1 Before the start of production and / or delivery of products, Jota Barbosa requires an advance deposit of 50% of the total payment amount, to settle all standard orders. The remaining final balance is requested as soon as the order is completed and before shipping from Portugal.

11.2 For customized / bespoke orders and stock orders, an advance deposit of the total payment amount is required.

11.3 Reservations are only allowed for products in stock. Requires an advance payment of 10% of the total value of the PRODUCT. Reservation payments are non-refundable.

11.4 The CLIENT must make each payment via bank transfer, as indicated on the ORDER form. It is advisable for the CLIENT to confirm the bank details of Jota Barbosa before making any payment and also to send proof of bank transfer to the designated REPRESENTATIVE.

11.5 An order invoice for each PURCHASE is issued and sent to the CLIENT as soon as the remaining balance is cleared.

11.6 All changes to the invoice in terms of billing details and other relevant information must be requested before clearing the order balance. All necessary changes, after sending a final invoice, will be subject to an administrative fee.

11.7 The purchased PRODUCTS can be sent as soon as the final PURCHASE balance is cleared with full payment of all amounts due by the CLIENT until the last moment.

12. TRANSPORT POLICY

12.1 All prices and transactions are EX WORK and therefore do not include any shipping costs or associated fees.

12.2 When on behalf of the CLIENT, the loading, transportation, logistics, customs unloading, insurance, unloading or installation of the part at the destination is the CLIENT’s sole responsibility. Jota Barbosa will be free from any charges or liability for events, loss or any and all damages, during or after transportation or installation.

12.3 Transport services are available upon request from Jota Barbosa. Transport services are charged separately from the PRODUCT orders. The quotations for the transport services are sent via a proforma invoice and are valid for 10 working days from the date of issue.

12.4 When the transportation quotation is requested from Jota Barbosa and sent to the CLIENT, before the advance payment of the PRODUCTS, Jota Barbosa undertakes to consider the cost of the pro forma invoice previously sent.

12.5 All transport services require the recipient of the goods to check their condition with the carrier at the time of delivery. The CMR must be signed with reservations subject to verification with / without apparent damage and provided to Jota Barbosa whenever requested.

12.6 Ownership of the product is transferred to the CLIENT when the carrier takes possession of the transport order.

12.7 For orders with final destination outside Europe, Jota Barbosa reserves the right to issue the DU (export document) with an additional fee per invoice. For orders with destination to the United States, Jota Barbosa reserves the right to issue the DU (export document) with an additional fee per invoice.

(For transportation complaints, see point 17. TRANSPORT COMPLAINTS)

13. STORAGE OF PRODUCTS AND STORAGE FEES

13.1 Jota Barbosa reserves the right to apply a storage fee for all PRODUCTS that remain in the transport warehouse for more than 10 working days since the notification that the final balance is due and / or the transportation arrangements are not made within 10 business days after the CLIENT is informed that the order is ready to be dispatched.

13.2 Storage fees can be applied up to the total amount of the invoice if the remaining balance is not paid in full within 10 working days after the CLIENT is informed that the order is ready for shipment.

13.3 Only after payment of such fees can the order be withdrawn by the CLIENT.

14. DELIVERY TIMES

14.1 Jota Barbosa establishes a special delivery period of 6 weeks for exclusive requests to satisfy demanding requirements and meet the CLIENT’s needs. Jota Barbosa reserves the right to adjust the lead time after sending and evaluating the request and availability of production.

14.2 For orders that include more than one item from different collections, a longer delivery time applies for the total order. Delivery times for bulk orders must be previously agreed and accepted in writing between all parties.

14.3 The delivery time for orders with 1 or more customized / made-to-measure products and product prototypes, which may include any changes or adjustments to Jota Barbosa’s standard PRODUCTS, requires a case-by-case review. Jota Barbosa reserves the right to adjust the delivery time accordingly, starting with a minimum period of 16 weeks for customized and customized orders.

14.4 For personalized orders, Jota Barbosa starts the stipulated period, from the moment the technical drawing is signed and sent to the REPRESENTATIVE, as well as the receipt of payment in advance.

14.5 Jota Barbosa offers an express order service, in which the order delivery time is reduced to a shorter period, agreed between the CLIENT and the REPRESENTATIVE. This service is applicable to most parts but is subject to availability and production capacity.

14.6 Jota Barbosa reserves the right to apply a surcharge for an Order Service expressed on behalf of Jota Barbosa, by agreement with the CLIENT.

15. HOSPITALITY / CONTRACT ORDERS

15.1 Jota Barbosa has the industrial capacity to customize standard PRODUCTS and / or new PRODUCTS to meet contract specifications and requirements.

15.2 Contract orders require special prices and delivery times based on quantity and resources. Jota Barbosa reserves the right to define the official quotation and adjust the delivery time accordingly.

15.3 Jota Barbosa offers CLIENTS the possibility to negotiate a supply contract, of which a draft must be requested from the REPRESENTATIVE. The terms, conditions and responsibilities are proposed on a case-by-case basis, at the discretion of Jota Barbosa, are agreed by both parties and must be signed before any PURCHASE.

16. DAMAGE GUARANTEE & CLAIMS

16.1 Jota Barbosa will be responsible for material defects in accordance with the applicable legal provisions. The additional guarantee from Jota Barbosa’s suppliers is only applicable if indicated on the invoice of the respective article.

16.2 Each complaint is assessed on a case-by-case basis by the Jota Barbosa Customer Service Center. If any problem is detected with the PRODUCTS received, a written complaint must be sent to the CUSTOMER service, through the Jota Barbosa REPRESENTATIVE (at customercare@jotabarbosa.com) within 2 working days after receiving the PRODUCTS. After this period, Jota Barbosa reserves the right to refuse any responsibility for the conditions of the PRODUCTS.

16.3 Jota Barbosa strongly advises CLIENTS to first check if the damage is noticeable on the packaging and then check all the boxes on delivery, in order to check for non-conformities in the conditions of the goods.

16.4 The original packaging of the products must be maintained. In the event of a complaint is made, the packaging must be kept for the duration of the complaint resolution.

16.5 If the collection or return of any PRODUCT is necessary and the original packaging is not maintained, the CLIENT will be responsible for all costs and procedures necessary for the item to be in conditions of shipment. Jota Barbosa will not be responsible in any way for the replacement, acquisition or any other costs related to the replacement of the original boxes or boxes.

16.6 The damaged PRODUCTS that are being returned must be in the condition in which they were received by the CLIENT. PRODUCTS must be well accommodated to avoid extra damage. The CLIENT should not attempt to modify, manipulate, install or repair it.

16.7 Jota Barbosa undertakes to offer the CUSTOMER a solution proposal within 5 working days after registering the complaint and all the information requested by the CUSTOMER Service is clear.

16.8 The CUSTOMER is advised to check and photograph all the parts ordered, after their arrival. All claims must be accompanied by photographic or video evidence to support the CLIENT’s complaint, n (…)