Terms & Conditions of Sale
1. Scope of Applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us not withstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.
2. Offers, Purchase Orders and Order Confirmations
2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices and delivery place. No purchase order shall be binding on us unless and until confirmed by us in writing.
3. Prices and Terms of Payment
3.1 The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.2 If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made, or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.3 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within seven calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
4. Terms of Delivery and Late Delivery
4.1 We reserve the right to make deliveries in installments.
4.2 All goods shipped with couriers listed at the time of checkout, if a loss of goods occurs, we are not held liable for loss of goods.
4.3 In a case of the goods being lost or damaged, you are obliged to make any claims for lost goods to the courier that the goods have been shipped with at the time of checkout, we are not held responsible for mishandled, damaged or lost goods.
5. Acceptance of goods
5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.
6. Distance-selling and the right to cancel an agreement
6.1 Under the Spanish Distance Selling Regulations, you may cancel a Contract at any time within fourteen days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the products in accordance with clause 7.1 and 7.2.
6.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
7. Return and refunds
7.1 We offer a refund on most purchases if the product(s) are returned in the condition which they were sold in (new) within fourteen days beginning on the day after you have received the product. The refund is only offered if the products are not used and returned to us in their original condition as described in clause 7.2.
7.2 If you decide to return the goods for whatever reason, you have a legal obligation to take reasonable care of the product(s) while they are in your possession. You must also return the product(s) to us immediately, in the same condition in which you received them, at your own risk and cost, including import fees that might occur on the way back to us.
8.1 We warrant that upon delivery and for a period of 6 months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
8.2 With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or thought to have discovered it.
8.3 We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
9. Limitation of Liability
9.1 We are not entitled to and shall not be liable for indirect, special, incidental, consequential or punitive damages of any nature, including but not limited to business interruption costs, loss of profit, removal and/or reinstallation costs, procurement costs, loss of data, loss of equipment, damage to equipment, personal injury, damage to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
9.2 We shall not be liable for any claims based on our compliance with your designs, equipment, specifications, instructions, repair, modification or alteration of any goods by parties other than us, or use in combination with other goods.
10. Force Majeure
10.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume.
11.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
11.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
11.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
11.4 These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Spain without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Spain, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.