Partao Terms and Conditions of Sale

Last Updated: January 8th, 2025

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1. General 1.1 These Terms and Conditions ("Terms") govern all sales and transactions between [Your Company Name] ("Seller") and the purchaser ("Buyer"), which must be a legal entity or natural person acting within their trade, business, craft, or profession ("B2B"). 1.2 By placing an order, the Buyer acknowledges and agrees to these Terms without modification or exception. 1.3 These Terms comply with applicable EU regulations and directives for B2B transactions, and any deviations must be agreed upon in writing.

2. Orders and Acceptance 2.1 All orders placed by the Buyer are subject to written acceptance by the Seller. The Seller reserves the right to refuse any order for any reason. 2.2 Orders placed via online checkout must be prepaid unless otherwise agreed in writing by the Seller. 2.3 The Buyer is responsible for ensuring that all order details, including VAT numbers and delivery information, are accurate and compliant with EU tax regulations. 2.4 The Seller reserves the right to cancel any order if the payment is not received within the required timeframe.

3. Prices and Payment 3.1 All prices are quoted in EUR and exclude VAT, duties, and other applicable taxes unless otherwise stated. 3.2 Payment must be made in full at the time of checkout or according to the agreed payment terms. Accepted payment methods are as displayed during checkout. 3.3 Invoices will include applicable VAT unless a valid VAT identification number is provided for intra-EU transactions. 3.4 Late payments are subject to statutory interest under EU Directive 2011/7/EU on combating late payment in commercial transactions.

4. Delivery and Risk of Loss 4.1 Delivery timelines are estimates only and are not binding. Delays do not entitle the Buyer to cancel the order or claim compensation unless otherwise required by applicable law. 4.2 Risk of loss or damage to the Products passes to the Buyer upon shipment from the Seller’s facility or supplier’s location. 4.3 The Buyer must inspect shipments upon receipt and notify the Seller of any visible damage, shortage, or defect within 2 business days. 4.4 If the Buyer fails to provide notification within the specified timeframe, the Products will be deemed to be accepted.

5. Warranties and Disclaimer 5.1 The Seller provides no warranties, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or compliance with specific regulations, except as mandated by applicable EU law. 5.2 All Products are sold "as-is," and the Buyer assumes full responsibility for ensuring the suitability and compatibility of the Products for their intended use.

6. Limitation of Liability 6.1 To the fullest extent permitted by law, the Seller’s total liability arising out of any sale shall be limited to the net purchase price paid for the specific Product giving rise to the claim. 6.2 The Seller shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or business, unless such liability is mandatory under applicable EU law. 6.3 The Buyer agrees to indemnify and hold the Seller harmless against any third-party claims arising from the Buyer’s use of the Products.

7. Product Liability 7.1 The Buyer assumes all risks and liabilities associated with the use, resale, or incorporation of the Products into machinery or equipment. 7.2 The Buyer is responsible for ensuring that the Products meet all relevant safety standards and regulatory requirements applicable to their business activities.

8. Indemnification 8.1 The Buyer agrees to indemnify, defend, and hold harmless the Seller and its affiliates, directors, officers, employees, and agents from any claims, losses, or damages arising from: a) The Buyer’s failure to comply with applicable laws or regulations. b) The use, resale, or incorporation of the Products by the Buyer. c) Any third-party claims related to the Products.

9. Return Policy 9.1 Returns are only accepted with the Seller’s prior written authorization and must comply with applicable EU consumer and commercial law. 9.2 Returned Products must be in unused, original condition. 9.3 Custom or special-order Products are non-returnable and non-refundable.

10. Force Majeure 10.1 The Seller shall not be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, labor disputes, government actions, cyberattacks, or supply chain disruptions.

11. Governing Law and Jurisdiction 11.1 These Terms shall be governed by and construed in accordance with the laws of Luxembourg. 11.2 Any disputes arising under or related to these Terms shall be resolved exclusively in the courts of Luxembourg. 11.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12. Compliance with EU Regulations 12.1 The Seller and Buyer agree to comply with all applicable EU regulations, including GDPR (Regulation (EU) 2016/679) when handling any personal data in the course of transactions.

13. Confidentiality 13.1 The Buyer agrees to keep confidential all pricing, discounts, and proprietary information provided by the Seller.

14. Entire Agreement 14.1 These Terms constitute the entire agreement between the Seller and the Buyer concerning the subject matter and supersede all prior agreements or understandings. 14.2 No modification or waiver of these Terms shall be effective unless agreed in writing by the Seller.

15. Severability 15.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

By proceeding with a purchase, the Buyer acknowledges full understanding and acceptance of these Terms and Conditions.