1.1 – In the course of the commercial relationship with FENABEL S.A (SENTTA brand) hereinafter SUPPLIER, the Customer agrees to
accept, without any reservation, these General Conditions of Sale, which prevail over all stipulations contained in the Customer’s
orders or correspondence, unless expressly accepted by the SUPPLIER in writing, with the exception of the provisions of the Law.
1.2 – These General Sales Conditions revoke the previous ones and may be amended, suspended – in part or in full – or supplemented,
without the need for prior notice and/or formalization by a written document issued by the SUPPLIER. They are intended to regulate all
sales of products made by the SUPPLIER to legal or natural entities for the purpose of using the products in a professional or commercial
activity.
1.3 – The SUPPLIER is the only entity entitled to amend, suspend – partially or totally – or supplement the provisions set out in these
General Sales Conditions.
1.4 – The SUPPLIER reserves the right, without prior notice, to discontinue products or change product specifications. The SUPPLIER
is free to make any design changes without prior notice.
1.5 – Any commercial transaction between the SUPPLIER and the Client is subject to the Laws of the Portuguese State, regardless of
the Client’s domicile, and the District Court of Porto Este is the competent authority for the resolution of any dispute between the
parties.

2.1 – The prices listed in the sales literature are not binding. These prices may be altered without prior notice and/or formalization by a
written document issued by the SUPPLIER.
2.2 – Prices are only considered valid when indicated on the Proforma Invoice or Order Confirmation issued by the SUPPLIER.
2.3 – The prices shown in the sales literature correspond to Incoterm EXW (Ex-Works – Incoterms 2020) – goods made available to the
Customer on leaving the SUPPLIER’s premises.
2.4 – Prices are quoted in Euros (EUR) and exclude Value Added Tax (VAT), which will be paid at the rate in force in Portugal on the
date invoices are issued.
2.5 – Under the terms of the Law currently in force and in the event of export to a VAT taxable person, acting as such, duly registered
for VAT purposes in another member state of the European Union, the respective commercial transaction is exempt from this tax,
provided that the Customer provides documentary proof, using the respective tax identification number, that the goods were delivered
in another member state of the European Union other than Portugal.
2.6 – The Customer is solely responsible for communicating their tax details to the SUPPLIER.

All quotations submitted by SUPPLIER are valid for 30 days.

4.1 – SENTTA catalogue product samples are produced on formal order and are invoiced.
4.2 – When there is an order for a minimum of 24 units of the model corresponding to the sample, the SUPPLIER will issue a credit
note for the sample within 120 days. This credit only applies to chairs and armchairs.

5.1 – Orders must be placed in writing by the head of the purchasing entity with powers to do so, and are subject to approval by the
SUPPLIER’s sales department.
5.2 – Upon receipt of the order, the SUPPLIER will issue the respective Proforma Invoice or Order Confirmation, indicating the
characteristics of the products, the exact prices and the specific terms of the transaction. The Customer is responsible for checking and
validating this document, including model, dimensions, quantity, wood, color, fabric, foam, sliders, delivery time, payment terms,
delivery address, etc.
5.3 – The Order Confirmation must be returned to the SUPPLIER, duly signed and stamped, within 48 hours of receipt. After this
period, and in the absence of confirmation from the Customer, the SUPPLIER shall take the respective order as accepted. Failure to
expressly reject orders implies tacit acceptance of all their terms and conditions.
5.4 – Orders involving advance payment will only be scheduled for production once payment has been received. The order will only
become valid once the award amount has been received.
5.5 – Orders will be produced and invoiced according to the specifications indicated on the Proforma Invoice or Order Confirmation.
5.6 – Orders involving the use of fabrics/colors supplied by the Customer – C.O.M. – are processed to start production upon receipt of
all these materials.
5.7 – Standard packaging is included in the price. If the customer requires specific packaging, it will be charged according to the type of
packaging requested.
5.8 – The loading date mentioned in the Order Confirmation is an estimate. The SUPPLIER declines all responsibility for delays in the delivery of the goods when this is due to reasons beyond its control or to force majeure or acts of God which prevent the manufacture
of the products. For this reason, failure to meet the loading date shall not justify the cancellation of the order by the Customer, nor
serve as grounds for claiming any compensation.
5.9 – In the event that, for whatever reason, there is a delay or non-delivery of the goods, a defect in quantity, kind or any inaccuracy in
the description of the goods contained in the Proforma Invoice or Order Confirmation, even if due to the fault or negligence of the
SUPPLIER, the latter’s liability shall in no case cover indirect damages suffered by the buyer, such as the loss of a resale operation,
business or other similar profits or loss of profits.
5.10 – If the customer is unable to receive or load the material within 30 days of the agreed loading date, full payment of the order will
have to be made on expiry of those 30 days. Insofar as the SUPPLIER does not have a final product storage space and if the customer
does not agree to collect or receive goods on the date they are ready for shipment, the SUPPLIER reserves the right to transfer the
products to an external warehouse and store them at the customer’s expense, cost and risk. At the end of the 30 days after the agreed
loading date, a daily charge of €2/m3 will be levied for storing the goods.

6.1 – Requests for changes to confirmed orders must be made in writing and are subject to approval. The SUPPLIER reserves the right
to charge administrative costs, labor and materials already purchased, and there may be a change in the planned loading date.
6.2 – Any request to cancel an order must be notified to the SUPPLIER in writing within 2 working days of the issue of the relevant
Order Confirmation. Order cancellations are not accepted after manufacturing has begun and the fabric(s) have been cut and the raw
material has been ordered.

7.1 – The dimensions and specifications of the products shown in the sales literature are approximate. Changes are periodically made
to the models in order to improve their construction and design. For this reason, the SUPPLIER declines any responsibility for changes
to improve the products, and also reserves the right to discontinue any product without prior notification.
7.2 – The fabrics shown in the sales literature correspond to material samples and are merely decorative as the SUPPLIER is not a
fabric manufacturer. The SUPPLIER declines all responsibility for the resistance, quality, differences in batch colors, anti-fire performance,
anti-stain, impermeability and maintenance of the fabrics supplied by either the SUPPLIER or the Customer. The SUPPLIER is
also not responsible for any stock shortages or cessation of production of the various fabrics or materials. The SUPPLIER reserves the
right to change the shape of the upholstery depending on the type of fabric to be applied, and may need to add pleats or add/change
seams.
7.3 – The material’s finish colors may be altered by the SUPPLIER due to technical or practical constraints, without prior notice. The
color samples are merely indicative and the final product may differ from them. The SUPPLIER declines all responsibility for color
variations resulting from the application of finishes to different materials such as wood and veneer. When orders of this nature are
intended to complement previous orders, the Customer is responsible for supplying samples in order to avoid color differences
between the products supplied in the two periods.
7.4 – For technical, economic and/or safety reasons, some products – e.g. tables – will be delivered unassembled. The SUPPLIER
accepts no responsibility for any consequences resulting from defective assembly of these products.
7.5 – Veneered table tops: the use of this type of material is not recommended and the SUPPLIER cannot be held responsible for its
replacement. If you choose this type of material, you must comply with the care instructions in the SUPPLIER’s Maintenance Care
Manual.

8.1 – The weights and cubic meters shown in the sales literature may vary due to product improvements or the needs of the packaging
and logistics department.
8.2 – The goods sold by the SUPPLIER are, by default, shipped in accordance with Incoterm EXW (Incoterms 2020) – the SUPPLIER is
only responsible for the costs and risks of packaging at its premises. The risk of accident, damage, loss, as well as the costs associated
with transportation, customs duties, taxes, recycling of the packaging used and other associated expenses, are the sole responsibility
of the Customer.
8.3 – The SUPPLIER may ship the order according to another Incoterm, if expressly agreed with the Customer and confirmed in
writing. However, the Customer is responsible for reimbursing the costs associated with this procedure when settling the order. The
SUPPLIER has the right to review the price of transportation prior to loading. The SUPPLIER undertakes to itemize these costs on the
respective invoice. These costs do not include unloading, unpacking or installation. Any transportation of the goods from the final
destination to a second location will forfeit any right to claim transportation damages. It is highly recommended to use a qualified
warehouse to receive the goods and inspect them upon delivery.
8.4 – By legal requirement, all pallets leaving the SUPPLIER are heat shock treated and marked ISPM 15. If the material is transferred
to other pallets during transportation, the SUPPLIER is not responsible for any failure to comply with this measure. It is mandatory that
all pallets supplied by the Customer have the same treatment and marking. Failure to comply with this measure will result in fines of
more than €10,000 being imposed by the relevant government agency.
SENTTA-branded merchandise is always shipped on a pallet to prevent damage to the pallet. Failure to accept the shipment of merchandise on a pallet means that the supplier will not be held liable for any damage caused.
8.5 – When transportation is contracted by the SUPPLIER at the customer’s request, the customer assumes no responsibility for the
costs, deadlines or delays established by the carrier.
8.6 – All products dispatched by the SUPPLIER are carefully inspected and packaged. The customer must examine all goods before
accepting them. In the event of damage to the box, please check your goods, and if they are damaged, please record: DAMAGED
MATERIAL, on the CMR document and on the Carrier’s Delivery Note. Without this entry, the SUPPLIER will not be held responsible
for the damage. The event must be reported to the SUPPLIER within 3 working days of receipt of the material, so that the transport
insurance can be activated. If the transport document does not contain any booking note, the SUPPLIER will not accept any subsequent
claim.

9.1 – Any disagreements between the Customer’s order and the material delivered – quantities, colors and fabrics – must be reported to
the SUPPLIER in writing within 8 working days of receipt of the goods. The SUPPLIER shall not be liable for the repair or replacement
of material for which a complaint is lodged after the expiry of this period. The claim will only be opened once photographs of the
product in question have been received and if the claim cannot be seen from the photograph, the SUPPLIER will have to receive it for
further verification.
9.2 – No agent, representative or employee of the SUPPLIER has any individual legitimacy to give a guarantee in relation to the
products transacted, unless authorized in writing by the SUPPLIER.
9.3 – If the complaint is accepted, it is the sole responsibility of the SUPPLIER to choose whether to repair or replace the material.
Replacement will only be carried out if repair is not technically possible or economically sustainable. If the products have manufacturing
defects, the Customer undertakes not to use them, under penalty of losing the right to make the relevant claim.
9.4 – Returns of goods must be formalized by the Customer in writing, but are subject to express authorization by the SUPPLIER, with
the Customer bearing all return costs. The SUPPLIER does not accept products that have been altered and/or increased in value.
9.5 – If the goods are accepted for return, they must be clean and must be sent in their original packaging in perfect condition, without
any damage whatsoever.

10.1 – Orders invoiced by the SUPPLIER must be paid for by SEPA bank transfer. In the latter case, a copy of the corresponding bank
receipt must be sent to the SUPPLIER.
10.2 – The SUPPLIER is solely responsible for deciding on the terms of payment for orders.
10.3 – The right of ownership of the materials supplied shall only pass to the Customer upon full payment of the invoice, and the
Customer may not, until that time, assign the use of the materials, encumber them, dispose of them or move them, without obtaining
the prior authorization of the SUPPLIER to do so.
10.4 – In the event of invoices or accounts not being settled within the stipulated terms, the SUPPLIER reserves the right to charge the
supplementary rate of default interest for commercial credits in force on the date the documents were issued, in accordance with the
provisions of the Law. The SUPPLIER may also demand payment of, in particular, collection costs (lawyers’ and/or enforcement
agent’s fees and expenses and court costs).

11.1 – The products are guaranteed for 2 years against manufacturing defects, if they are used normally and if the SUPPLIER’s
Maintenance Care Manual is followed. The warranty starts from the date of issue of the invoice.
11.2 – The guarantee only covers manufacturing defects, namely:
A) Detachment;
B) Incorrect drilling and/or reaming;
C) Wrong finish color;
D) Wrong fabric color;
E) Wrong foam;
F) Vivo take off;
G) Wrong stitching.
11.3 – The guarantee does NOT apply if:
11.3.1 – Do not comply with the recommendations for use of the furniture:
A)Use the furniture in places with high humidity and/or high temperatures;
B) Use the furniture outdoors (exposed to water and sun);
C) Use normal and wheeled furniture on uneven floors;
D) Using inappropriate cleaning products and/or other chemical agents;
E) Abuse (climbing, kneeling, jumping, dropping, hitting);
F) Using dyed fabrics, denim, newspapers, magazines in contact with white or light upholstery;
G) Using plastic or metal sliders on wooden floors;
H) Placing inappropriate objects (knives, keys, cutlery, suitcases, trouser zippers/buttons, animal claws, etc.) on furniture;
I) Failure to periodically check the tightness of screws;
J) Failure to periodically check the condition of the sliders.
11.3.2 – There are changes to the furniture resulting from the continuous improvement phase of the product, namely process, such
as:
A) Changes in dimensions;
B) Changes in the visual aspect (e.g. placement of spices, gaskets, height of the upholstery and/or seat);
C) Changes in material finish colors due to technical or practical constraints;
D) Changes to the shape of the upholstery (e.g. double gussets, seams, straps);
E) Wrinkles or creases caused by the production process and the application of fabrics with elasticity or round shapes.
11.3.3 – There are changes in the furniture as a result of nature which the SUPPLIER cannot control and therefore does not guarantee:
A) Variations in tone and texture caused by the natural characteristics of the wood / veneers;
B) Variations in fabric colors caused by the use of different batches;
C) Open joints in the wood resulting from the different temperatures of the year;
D) Defects in the real leather such as scars, scratches, stains, etc., caused by natural conditions of the leather;
E) Storing furniture in cardboard packaging in damp areas for long periods.
F) Natural characteristics of the straw: threads splintering, straw breaking, changes in shade, the same batch of straw not having the
same shade, etc.
11.3.4 – There are defects in the quality of the fabric in terms of its resistance, anti-fire or anti-stain characteristics, perspiration and
waterproofing. – Customer fabric or SUPPLIER fabric (the fabric manufacturer is responsible).
11.3.5 – Use bar stools without stainless steel protection.
11.3.6 – The fabric is not marked on the side to be used.
11.3.7 – The leather or velvet is not delivered in rolls.
11.3.8 – There is damage caused by transportation, mishandling during unloading, incorrect assembly and installation.
11.3.9 – The goods are not checked immediately upon receipt.
11.3.9.1 – In the event of damage to the box, please check your goods. If they are damaged, record: DAMAGED MATERIAL on the
CMR or carrier’s delivery note. Without this registration we cannot be held responsible for the damage.
11.3.10 – The claim is not sent after the stipulated period of 8 working days.
11.3.11 – The furniture is repaired by personnel not authorized by the SUPPLIER.
11.3.12 – Defects or wear and tear caused by normal use of the product.
11.3.13 – Force majeure – strikes, storms, fires, wars, etc.

The SUPPLIER holds the exclusive intellectual property rights to the models it develops. These rights also cover prototypes
based on these models.
12.2 – Orders for products that are not part of the SENTTA catalogue only oblige the SUPPLIER to deliver the goods in accordance
with the technical and/or visual specifications provided by the Customer, its agents or representatives.
12.3 – Under no circumstances is the SUPPLIER responsible for indemnifying or defending the Customer and/or other parties
(owners, architects, designers, prescribers, etc.) in relation to issues related to intellectual property rights on models ordered by the
Customer and which are not part of the SENTTA catalogue.
12.4 – By ordering models that are not part of the SENTTA catalogue, the Customer expressly guarantees authorship of these
models and is responsible for the technical and/or visual specifications indicated, and is responsible for indemnification to third
parties, exempting the SUPPLIER from any claims, liabilities and expenses (including indemnification, court costs, expenses and
lawyers’ fees) in everything related to such violation of rights.