1. Scope of Application
These general sales conditions will apply to any sales or deliveries between the parties, unless otherwise agreed in writing.
The offers and quotations made by the Seller will not be binding on the Seller, and the sales contract will only be considered finalized when the Seller confirms an order in writing.
These sales conditions can only be modified by written agreement between the parties. Therefore, any clauses or conditions appearing, whether printed or handwritten, in orders, letters, or other documents issued by the Buyer will be invalid in this regard.
The Seller's modification of these sales conditions will not affect already finalized contracts.
All future purchases of goods from the Seller, in the absence of an express agreement to the contrary, will be subject to these general terms and conditions.
Unless the Seller accepts another location in the order confirmation, the place of performance for all contractual obligations will be Sant Andreu de la Barca (Barcelona, Spain), and the delivery of goods will take place at the Seller's warehouse.
3. Delivery Period
The delivery period will commence as soon as the order is confirmed by the Seller. The delivery period will be considered fulfilled when the goods are ready for dispatch at the agreed location.
The delivery period will be reasonably extended if circumstances beyond the Seller's control prevent compliance with the delivery date.
All prices shall be considered as net, ex-works, in euros, without any deductions of any kind, unless otherwise agreed.
Prices may be modified, and the Buyer has the right to terminate the contract if the new prices are not acceptable within 7 days following notification of the new rates.
Prices do not include taxes, fees, or other charges, whether of a general or special nature, which shall be borne by the Buyer unless otherwise agreed in writing, taking into account the applicable Incoterms and/or the conditions for delivery of the goods.
5. Payment Terms
Unless otherwise agreed in writing, each order shall be paid in advance, without any discount, and no deduction, setoff, or retention of payments shall be allowed by the Buyer.
The agreed payment dates must be met by the Buyer, even if transportation or delivery is delayed due to reasons beyond the Seller's control.
If the Seller deems it necessary based on the Buyer's financial position, the Seller may request guarantees deemed necessary to ensure the Buyer's proper fulfillment of contractual obligations, and may suspend deliveries in the meantime.
If a guarantee or bond is required, its text must comply with the model provided by the Seller.
Effective from the agreed payment date, the customer shall pay interest on the value of the amount due at the interest rate provided for in Law 3/04 of December 29, which establishes measures to combat late payment in commercial transactions. If the customer delays payment, the Seller shall have the right to demand immediate payment of the entire outstanding balance upon first request.
7. Acceptance of Goods
The Buyer shall inspect and carry out the examination of the delivered products regarding quality and quantity at the time of delivery. Once the deliveries have been inspected and acknowledged, they shall be considered accepted by the Buyer, who waives any claims. Furthermore, the Buyer shall have a period of 15 days to report any hidden defects or deficiencies in the deliveries, after which the Buyer will lose all rights and claims in this regard against the Seller.
Regarding claims related to the quality of the products sold or delivered, either individually or in combination with other products, ingredients, or packaging, or any other complaint related to the contract, the Buyer's rights and the Seller's liability shall be limited to the replacement of such products or the refund of the sales price, at the Seller's option. The Buyer shall never have the right to return accepted products or those for which the deadline for reporting
8. Retention of Title
The Seller will remain the owner of all goods supplied until full payment has been received.
The Buyer will acquire ownership of the packaging materials unless:
a) The packaging materials indicate that the Seller or a third party claims retention of title; or
b) The order form or accompanying documents incorporate a retention of title in favor of the Seller or a third party.
In such cases, the provisions of the previous condition "Retention of Title" shall apply.
The Seller exclusively guarantees that the products will conform to the agreed specifications on the date of delivery.
The products are sold without any further warranties and without any promises from the Seller regarding their processing capabilities, potential applications, and marketability.
11. Limitation of Liability
The Seller's prices are calculated and negotiated on the basis that their maximum legal liability will be limited. Customers have their own means of risk limitation, and duplicating them would be redundant.
The Seller is willing to negotiate higher limits of liability, subject to a corresponding proportional increase in price.
Unless otherwise agreed, the Seller's liability will never exceed the value of the affected goods at the time of sale.
The Seller is released from any liability beyond that maximum, even if it is caused by their own negligence or breach of obligations, except in cases of fraud by the Seller.
The sale of goods by the Seller will not confer any license under any patent relating to the products or their composition, and the Buyer expressly assumes all risks of patent infringement arising from their use, sale, production, individually or in combination with other materials, or in any manufacturing process.
13. Buyer's Default
In the event of default or inadequate timely performance by the Buyer of any obligations, as well as in the event of the Buyer's declaration of bankruptcy, liquidation, or dissolution of their company, the Seller will have the right to notify the total or partial termination of the contract or the suspension of its performance in whole or in part. This will be done by written notification, without the need for further notice of default or judicial intervention, and without the Seller being liable for damages, without prejudice to any other rights available to the Seller.
As soon as any of the aforementioned circumstances occur, all claims that the Seller has against the Buyer will become immediately due and payable.
If the Buyer does not make payment promptly or in full, upon the Seller's first request, they must return the unpaid products.
If the Buyer fails to return such products, the Seller, without prejudice to their other rights and actions, shall be entitled to recover the sold products without the need for further notice, notification, or judicial intervention.
14. Force Majeure
"Force Majeure" means, for the purposes of this contract, the existence of any contingency, circumstance, or cause beyond the control of the invoking party, including but not limited to the following circumstances: imposition or submission to a law, regulation, decree, order, or request of any authority (national, state, autonomous, provincial, or municipal), confiscation, riot, war, civil unrest, fire, flood, earthquake, storm, explosion, strikes, lockouts, machinery or plant shutdown, inability to obtain raw materials, equipment, diesel, or transportation.
If due to Force Majeure either party is unable to fulfill any obligation under this Contract other than the payment of the price, such party shall be relieved of its performance, provided that it notifies the other party indicating the commencement and nature of the Force Majeure situation. The party invoking Force Majeure must send immediate notification upon the cessation of the cause that triggered the Force Majeure.
The Seller shall not be liable to the Buyer for any loss or damage arising from the non-performance or inadequate performance, in
whole or in part, of its obligations due to force majeure.
This clause applies to the Seller and its plant, and to the Buyer and its plant. Notwithstanding the foregoing provisions of this article, if the Buyer is affected by Force Majeure, they shall not be relieved of any obligations to accept and pay for shipments made prior to the Seller's receipt of the Buyer's written notification of the Force Majeure situation; nor can the Buyer invoke Force Majeure to delay payment of the amounts owed.
If a Force Majeure event occurs, the Seller shall have the right to distribute, in a reasonable manner, the quantities of useful products among its customers and its own requirements.
15. Catalogs and Documents
The data contained in catalogs and technical documents will be binding only if explicitly stipulated as such in the same.
All documents provided by the Seller to the Buyer shall be considered the exclusive property of the Seller, deemed confidential and not to be transferred, under any circumstances or for any reason, to third parties, nor copied or used without the prior written consent of the Seller.
If no order is placed, all catalogs and other documents provided must be returned immediately to the Seller.
These conditions shall be considered severable, and if any of them is invalid for any reason, the remaining conditions shall retain their validity in full force and effect.
In the event of a discrepancy between texts in Spanish and texts in any other language related to the sale of the goods, the Spanish text shall prevail.
This relationship shall be governed by Spanish law. The parties expressly waive any other jurisdiction or venue to which they may be entitled and agree to submit any differences or disputes arising from the validity, interpretation, compliance, or performance of the General Conditions of Sale, as well as the acts or transactions contemplated therein, to the courts of Martorell.