Article 1 - Definitions
Terms with a capital letter have the following meaning:
Additional Agreement
An agreement under which the consumer receives products related to a distance purchase contract, with these products being supplied by the Company or a third party pursuant to an agreement between the third party and the Company.
Agreement
The agreement at distance concluded between the Company and the Professional Customer for the purchase of Good(s) via the Webshop. The Agreement shall be governed by these Terms and Conditions B2C.
Business Day
Every day, except Saturday, Sunday and national holidays in Portugal.
Company
OGIVA NUTRITIVA - LDA under the commercial name of Frizbee Ceramics.
Completion
The making available of the agreed Good(s) and/or work, ready for use as agreed.
Customer Details
Refers to any information related to the business entity purchasing Good(s), including but not limited to company name, registration number, VAT number, billing and shipping addresses, contact persons, phone numbers, email address, and any other relevant data necessary for order processing, invoicing, and contractual obligations.
Day
A calendar day.
Delivery
Refers to the transfer of Good(s) from the Company to the Professional Customer by the agreed method, time, and location as specified in the contract or order confirmation.
Distance Selling Method
Refers to the process of selling Good(s) remotely, where the contract is concluded without face-to-face interaction, using online platforms, telephone, email, or other remote communication channels.
Force Majeure
Includes, but is not limited to natural disasters; governmental actions; supply chain disruptions; strikes; pandemics or any other unforeseen event beyond the Company’s reasonable control that prevents the fulfillment of contractual obligations.
Good(s)
All items available for order or purchase on the Webshop.
Intellectual Property Right(s)
All trademarks, software (source codes), copyright, copyrighted programs, patents and all neighboring and database rights and moral rights, registered designs, registered and unregistered design rights or any rights or property similar to the foregoing in any part of the world whether registered or unregistered together with the right to apply for the registration of such rights in any part of the world and the rights to current applications for registration of any such intellectual property, as well as every trade-secrets, all know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, plans,
proposals, technical data, and plans and copies and tangible embodiments thereof (in whatever form or medium).
Offer
A proposal made by the Company to the Professional Customer outlining the terms under which Good(s) may be provided, including price, quantity, and delivery conditions, which becomes binding upon acceptance.
Order
A formal request made by the Professional Customer to purchase Good(s) from the Company under the agreed terms and conditions.
Packing Costs
The expenses incurred for packaging materials and labor required to prepare Good(s) for safe transportation and delivery to the Professional Customer.
Parties
The entities entering into the Agreement, namely the Company and the Professional Customer, collectively referred to as the “Parties” and individually as a Party.
Personal Data
Any information relating to an identified or identifiable natural person ('data subject') which is processed by or on behalf of one the Parties for the execution of this Agreement.
Professional Customer
Any business, legal entity, or individual engaged in a trade, profession, or industry who purchases Good(s) from the Company as part of their commercial, corporate, craft or professional activities. This excludes consumers purchasing for personal use. Transactions may occur directly or through an agreement.
Showroom
The physical or virtual space where products or services are displayed for Professional Customers to view, evaluate, or purchase, without necessarily carrying out immediate transactions on-site.
Webshop
The webshop on the following website [new website link], or any other platform hosted by the Company.
Wishlist
A non-binding selection of Good(s) made by the Professional Customer on the Webshop, serving as an initial expression of interest. The Wishlist may be submitted to the Company to request a quote or price estimate. It does not constitute an order or a contractual commitment but allows the Company to provide an offer, which may include pricing, availability, and applicable terms.
Article 2 - Identity of the Company
Name of the company: OGIVA NUTRITIVA - LDA
Commercial name: Frizbee Ceramics
Registered office address: Herdade da Barrosinha CASA 3, 7580-514 Alcácer do Sal, Santa Maria do Castelo e Santiago e Santa Susana
Phone number: +32484570756
E-mail address: hey@frizbeeceramics.com
VAT-number: PT517890186
Article 2 - General provision
These General terms and conditions of sale in the B2B context (“Terms and Conditions B2B”), define the mutual rights and obligations for any order or purchase of Good(s) by a Professional Customer made via:
(i) the Webshop,
(ii) any other Distance Selling Method, or
(iii) direct sales at events, in its showroom located in Herdade da Barrosinha CASA 3, 7580-514 Alcácer do Sal, Santa Maria do Castelo e Santiago e Santa Susana or other sales locations.
These Terms and Conditions B2B are available on the Webshop and downloaded on a durable medium, i.e. in PDF or HTML format. Orders can only be placed after the Professional Customer has read and accepted these terms without reservation. When a Professional Customer submits a Wishlist or requests a quote via email or in-store (including for custom-made Good(s)), the Company will provide an order form, quote, or contract offer, including a price estimate. This is further elaborated on in article 6. This documentation will include a link to or a copy of the Terms and Conditions B2B. The Terms and Conditions B2B appear on the Webshop, on the back or in the appendix of the Company's quotes, offers and invoices or are included in an active link included on these documents. By making a deposit, paying the full invoice, submitting and signing an order form, or confirming an order in-store or via email, the Professional Customer acknowledges having read and unconditionally accepted these Terms and Conditions B2B.
Article 3 - Formation and duration of the Agreement
Offers made by the Company are non-binding unless explicitly confirmed in writing.
Offers are valid for a maximum of thirty (30) days, unless stated otherwise.
An order is binding only after having been accepted in the form of written confirmation by the Company, which will be applicable to the Company and the Professional Customer.
Upon mutual written consent of the Parties, the order value may be adjusted to reflect the actual quantities supplied if these deviate from those initially ordered and stated in the order form.
The Professional Customer must provide complete Customer Details including an email address, billing information and, if applicable, a valid delivery address. Any communication to the Company shall take place through this email address unless provided for otherwise.
Article 4 - Presentation of the Good(s)
The Company makes all reasonable efforts to ensure that all descriptions and graphical representations of the Good(s) available on the Webshop or in its catalogues and documents correspond to the actual Good(s). Please note, however, the following:
Images of Good(s) are for illustrative purposes only. There may be slight variations in color or the pattern between the image of a product and the actual product sold due the handmade nature of the products.
Due to the handmade nature of the Good(s), slight variations of up to five percent (5%) in size, weight, and capacity may occur between the illustrative photos and the final delivered product. Additionally, some Good(s) may not be perfectly straight, as clay naturally shifts during the drying and firing process. When ordering a batch, slight differences in the color of the clay and glaze may occur depending on the placement of each piece in the kiln. These variations do not affect the functionality of the Good(s).
The Company cannot guarantee stock availability at all times.
From time to time, minor adjustments may be made to certain Good(s) between the placement of an Order and its processing and dispatch by the Company. These changes may be necessary to comply with updated laws and regulations or to address technical or security considerations. Such modifications will not alter the fundamental characteristics of the Good(s) or impact their intended use. However, if any change does affect the functionality or usability of the Good(s), the Company will provide appropriate notification.
The accompanying photos are for decorative purposes and may include elements that are not part of the listed price. Due to the handmade nature of the design, slight variations in placement may occur, as intentional differences are incorporated to ensure each cup is unique. Unless otherwise agreed, these variations are an inherent part of the design process.
Article 5 - Pricing
Unless stated otherwise in the offer, the prices of the Good(s) are indicated in EURO (€) and are exclusive of VAT or of any other taxes. These are indicated on the webshop and will be stipulated in the quote. Further details on payment are mentioned in article 7.
The prices are deemed to be net, excluding shipping costs.
The prices and applicable taxes for Good(s) are provided via email upon request from a Professional Customer or included in an offer or order confirmation.
The Company’s quotations and price offers are based on the prices of raw materials, labor, commission fees, Good(s) ordered, remunerations or external costs.
Unless stated otherwise, any delivery costs are not included in the quoted price, but are calculated separately during the production process, depending on the agreed delivery method and location as well as the amount and specifications of the Good(s) ordered and must be paid by the Professional Customer unless agreed otherwise. This is invoiced separately. Any tax, customs and excise duties that may be claimed shall be borne exclusively by the Professional Customer.
Unless agreed otherwise in writing by the Company, minimum orders from Professional Customers are of 1.500 EUR excl. taxes and shipping.
Article 6 - Invoices & Late Payment Clause
An order is binding only upon written confirmation by the Company and upon receipt of proof of payment of the deposit, which amounts to thirty percent (30%) of the estimated price. The production of the order will commence only after the Company receives evidence of this down payment. Both parties agree that the payment period of the offer must be adhered to as indicated on the invoice or within a maximum period of thirty (30) days if not otherwise determined through written confirmation.
Regarding cross-border interactions within the EU, Invoices not paid on their due date are subject, by right and without prior notice, to interest at the ECB reference rate + eight percent (8%). If not specified under EU law, the highest enforceable statutory rate under the governing law of this contract. This is calculated on a daily basis until full payment is received.
Regarding interest on late payments within Portugal, the Professional Customer is liable for a fixed compensation. The applicable interest rate is the statutory rate set by the government, which is subject to periodic updates. As of the first half of 2025, the statutory interest rate for late payments in Portugal is 11.15%. This is calculated on a daily basis until full payment is received.
The Professional Customer shall compensate the Company for all reasonable costs incurred in the collection of overdue amounts, including but not limited to administrative costs, legal fees, and debt recovery agency fees.
Unless otherwise agreed, a deposit of thirty percent (30%) of the estimated price will be charged to the Professional Customer upon acceptance of the order, to be paid before production of the order starts.
Once production is ready for delivery, an invoice of the remaining seventy percent (70%) will be sent. When the remaining amount due is received, all Good(s) will be transported or the Professional Customer will be notified that the Good(s) are available for pick up.
The shipping invoice will be sent after shipping has been booked. Any tax, customs and excise duties that may be claimed shall be borne exclusively by the Professional Customer.
In case of cancellation of the order by the Professional Customer, this will not be refunded.
Any complaints regarding the invoice must be submitted to the Company in writing via registered mail, with a copy sent by email at the latest within fifteen (15) days of receiving the invoice, Failure to contest the invoice within this timeframe shall be considered acceptance of the amount due. However, material errors (e.g., miscalculations, VAT discrepancies) may still be contested beyond fifteen (15) days if they are evident and significant.”
Article 7 - Payment
Payments can be made through;
Shopify or the Webshop
Bank transfer to
Company Name: OGIVA NUTRITIVA - LDA
VAT: PT517890186
Address: Herdade da Barrosinha, Casa 3
7580-514 Alcácer do Sal
Portugal
Bank information:
Bank Name: BPI
IBAN: PT50 0010 0000 62865550001 23
BIC/SWIFT: BBPIPTPL
Article 8 - Rights and Duties of the Company
Obligation to Deliver and Perform
The Company shall deliver the agreed Good(s) correctly, reliably, and in accordance with the stipulations set out in the Agreement.
The Company shall carry out all activities properly and professionally, ensuring compliance with the Agreement’s terms.
Compliance with Legal Requirements
The Company shall adhere to all applicable legal stipulations in force at the time of delivery or performance of services.
The Company is responsible for ensuring that the delivery of Good(s) and the performance of services comply with industry standards, safety regulations, and legal obligations.
Duty to Identify and Notify Deficiencies
The Company shall inform the Customer of:
Any errors, defects, or inconsistencies in the commissioned work or order;
Any defects or unsuitability of materials or equipment provided by the Customer;
Any other foreseeable risks that may affect the execution of the Agreement.
If the Company fails to fulfill this duty of disclosure, it shall be liable for any resulting damages unless the failure was unavoidable or beyond its control.
Work Execution and Delays
The Company shall ensure that work progresses consistently once it has commenced.
Article 9 - Delivery
Pick-up and Ownership Transfer
Unless agreed otherwise, the delivery of the Good(s) occurs at the showroom of the Company located at Herdade da Barrosinha CASA 3, 7580-514 Alcácer do Sal, Santa Maria do Castelo e Santiago e Santa Susana after notification from the Company that the Good(s) are ready for pick up.
The Professional Customer is obliged, unless otherwise agreed, to take delivery of the Good(s) within eight (8) Business Days from the date of notification of their availability. After such a period, the Company is allowed to invoice storage costs of 6€/m3/day.
After the expiry of a period of six (6) months and by issuing a formal notice sent to the Customer Details provided by the Professional Customer requesting the Professional Customer to come and collect the Good(s), and within fifteen (15) Business Days of the formal notice not being pursued by effect, the Company will be considered irrevocably as the sole owner of the Good(s), without prejudice to its right to claim the full amount of any sums due.
Transport & Delivery Obligations
The Company shall propose a mode of transport for delivering the Good(s) delivered at the address specified by the Professional Customer, unless agreed otherwise in written confirmation.
The Company undertakes to make best efforts to meet the Professional Customer’s requested delivery deadlines. However, unless explicitly agreed in writing as a binding delivery date, all delivery timelines are non-binding and are given as an indication. No compensation shall be claimed from the Company or the carrier due to late delivery, except in cases of gross negligence or willful misconduct.
The Company bears no liability for delays caused by suppliers, logistics partners, customs or unforeseen circumstances.
Unless explicitly agreed otherwise, the Company’s prices in offers and quotations exclude any costs incurred with third parties for the delivery of the Good(s) to the location designated by the Professional Customer. If the Company incurs such costs on behalf of the Professional Customer, these shall be reimbursed in full by the Professional Customer upon request. The Company shall provide supporting documentation for such costs upon the Professional Customer’s reasonable request.
If a binding delivery date is agreed in writing, the Company retains the right to suspend deliveries or terminate the Agreement in cases of force majeure, supply chain disruptions, or other exceptional circumstances beyond its control. The Professional Customer shall not be entitled to claim damages, penalties, or contract termination due to force majeure events.
Any additional costs resulting from incomplete, incorrect, or changed delivery information provided by the Professional Customer after placing an order shall be fully charged to them. The Company reserves the right to pass on additional transport and handling costs incurred due to order modifications after confirmation. In neither case shall the Professional Customer be entitled to claim any compensation from the Company for late delivery.
Transfer of Risks
The risks of accidental loss, damage or deterioration of the Good(s) transfers to the Professional Customer:
When the Company hands over the Good(s) to the carrier, hauler or other transport contractor designated by the Professional Customer, or
Upon physical delivery to the Professional Customer or their representative if the transport is arranged by the Company.
If the Professional Customer collects the Good(s) directly from the showroom, risk transfers at the moment of handover, even if transport is later arranged by the Professional Customer. The Company bears no liability for damages occurring after risk transfer.
The Professional Customer must inspect the Good(s) upon receipt and report any transport-related damage to both the carrier and the Company within 48 hours of delivery. Failure to notify within this period shall be deemed acceptance of the Good(s) in full conformity.
Returns and Exchanges
Due to the handmade nature of our sold Good(s), slight variations in size, color, or texture are inherent to the production process and do not constitute defects. As such, non-defective products are non-refundable and cannot be returned unless otherwise agreed by the Parties.
Article 10 - Warranty for sales in B2B context
Our warranty covers functional defects but excludes variations in shape, color, or texture that are inherent to handcrafted ceramics.
In the event that functional defects are present and it seems justified that the Company was aware of the existence of this malfunction, the Company’s liability is limited to the replacement free of charge of the delivered Good(s) excluding delivery costs, without additional compensation.
Notification of this by the Professional Customer shall be within five (5) business days after receiving the Good(s) in written form to the Company. After this time period, unless confirmed that the order is correct, the order will be considered as complete and the Company is no longer liable for any functional defects that are later discovered. Furthermore, the Professional Customer is presumed to have been informed of the standards and instructions.
Article 11 - Force Majeure
The Company shall not be liable for any failure to perform or delay in performance of its obligations under the Agreement when such failure or delay results from a situation of force majeure.
In such cases; the Company shall inform the Professional Customer thereof as soon as reasonably possible, and its contractual obligations shall be suspended for the duration of the force majeure event.
If the force majeure situation affects the delivery of Good(s), the Company shall coordinate a revised delivery date with the Professional Customer once the disruption has ended.
The Company shall not be held liable for any damages, penalties, or compensation resulting from such delays.
Should the force majeure event persist for more than six (6) months, either Party may terminate the Agreement without liability by providing written notice.
Article 12 - Intellectual Property Rights
All models, drawings, trademarks, logos, original works, shapes, texts, software, scripts, graphics, photos, creations, sounds, music, and any other content present on the Company’s Webshop, store, or catalogues are protected under Portuguese Industrial Property Code. These rights include, but are not limited to, copyright, trademark rights, design rights, and any other proprietary rights recognized under Regulation (EU) 2017/1001 on the EU Trademark.
The sale or purchase of the Good(s) does not grant the Professional Customer any rights to these intellectual property assets.
Any reproduction, distribution, public communication, modification, copying, or other use of these protected contents, whether in digital or physical form, requires the prior written authorization of the Company. Unauthorized commercial or advertising use of any intellectual property belonging to the Company is strictly prohibited and may result in legal action, including claims for damages.
Article 13 - Entire Agreement
These Terms and Conditions B2B constitute the entire agreement and understanding between the parties and supersede any prior agreements, negotiations, or communications, whether written or oral, relating to its subject matter. No other terms, conditions, or representations shall be binding unless expressly agreed in writing by both parties.
The application of any standard terms and conditions of the Professional Customer is expressly excluded, unless previously and explicitly accepted in writing by the Company. Any amendments or modifications to these Terms and Conditions B2B must be made in writing and signed by authorized representatives of both parties.
Article 14 - Proof
The Parties acknowledge and agree that electronic communications, including emails, digital agreements, and electronic backups, may be used as valid proof in the event of litigation.
Article 15 - Termination of the Agreement
The Company reserves the right to suspend, cancel or refuse the order of a Professional Customer if
the provided information is incomplete or incorrect;
the Professional Customer fails to fulfill any contractual obligation or there is a reasonable certainty that such failure will occur
the Professional Customer fails to pay invoices on time;
there is a dispute over previous unpaid invoices;
the Professional Customer is insolvent or bankrupt;
the Professional Customer breaches contractual obligations, or force majeure continues for more than six (6) months (expanded on in article 8). Any changes requested in quantity or specifications must be agreed upon in written confirmation from both parties.
In such cases, any payments already made or due by the Professional Customer shall be definitively retained by the Company.
The Company shall be entitled to a lump-sum compensation amounting to thirty percent (30%) of the cost of the outstanding work, without prejudice to any additional damages if the actual loss suffered exceeded this amount.
Termination may further occur if the Company ceases its business operations or undergoes substantial modification to its activities, affecting its ability to perform the agreement, or in the event of an instance of force majeure which lasts for more than six (6) months.
In the event that the Professional Customer cancels an order or terminates the Agreement for reasons other than a breach by the Company, the Company shall have the right to demand performance of the Agreement or to claim liquidated damages amounting to thirty percent (30%) of the total contract value, without prejudice to seeking full compensation for any additional damages suffered.
Article 16 - Liability
Without prejudice to any mandatory legal provisions or liability arising from fraud or willful misconduct, the Company’s liability for direct damages shall in all circumstances be limited to the value of the ordered Good(s).
Any liability for indirect damages, including but not limited to reputational harm, loss of opportunity, or consequential damages, is expressly excluded.
Article 17 - Invalid Article
If any provision of these B2B Terms and Conditions is found to be invalid, unlawful, or unenforceable, in whole or in part, such invalidity shall not affect the validity or enforceability of the remaining provisions.
The Parties undertake to replace the invalid or unenforceable provision with a legally valid provision that most closely reflects the original economic intent of the ineffective clause.
Article 18 - Retention of title
The delivered Good(s) shall remain the exclusive property of the Company until full payment of the agreed price by the Professional Customer.
Until ownership is transferred, the Professional Customer undertakes to preserve the Good(s) in good condition and refrain from selling, pledging, or otherwise encumbering them.
In the event of third-party claims, including but not limited to seizure or enforcement actions, the Professional Customer is obligated to immediately inform the Company and notify the third party of the Company’s retention of title.
Article 19 - Use of Personal Data
The Company shall process the Professional Customer’s personal data exclusively in accordance with its Privacy Policy, as published on its Webshop. By entering into this Agreement, the Professional Customer acknowledges having read and accepted the Company’s Privacy Policy on the Webshop.
Article 20 - Law and Jurisdiction
These Terms and Conditions B2B shall be governed by and construed in accordance with the laws of Portugal and EU regulations.
Unless a mandatory provision under Portuguese law states otherwise, each party agrees to submit to the exclusive jurisdiction of the courts of Lisbon, Portugal or as per applicable EU dispute resolution mechanisms. For transactions outside the EU, disputes shall be resolved by arbitration under the ICC Rules, with proceedings conducted in Lisbon.
Article 21 - Settlement of disputes
In the event of any dispute arising from or related to these Terms and Conditions, the Parties shall first attempt to resolve the matter amicably through negotiations. Either Party may request a formal discussion to seek a mutually agreeable solution.
If an amicable resolution is not reached within fourteen (14) days, either Party may propose mediation as a means of dispute resolution. Mediation shall take place online or at a location agreed upon by both Parties, and the Parties shall jointly appoint a neutral, accredited mediator. Each Party shall bear its own costs, while the costs of the mediator shall be shared equally.
If mediation does not result in a resolution within fourteen (14) days, the dispute shall be settled by the competent courts of Setúbal, Portugal, under Portuguese law.
During any dispute resolution process, both parties shall continue to fulfill their contractual obligations to the extent possible, except where performance is directly affected by the dispute.