1. General. 1. 1 The sales of our products will be governed by these General Terms and Conditions of Sale, unless an express agreement to the contrary in the offer concerned or in the acceptance of the order and that constitutes the specific terms and conditions thereof. Therefore, any other terms and conditions that have not been expressly accepted by ORBIS TECNOLOGIA ELECTRICA SA (hereinafter the Seller) will be null and void. 1.
2 It will be considered that the Purchaser has been informed about these General Terms and Conditions as from the moment that the latter has been told about the website where he/she can find them or as soon as he/she receives an offer from the Seller with these Terms and Conditions enclosed. Alternatively, the Purchaser will be considered informed about the Terms and Conditions if he/she has received them before in a previous commercial relationship with the Seller; in all the aforementioned cases the Purchaser will be considered to have accepted these Terms and Conditions for all purposes, when he/she places his/her order.
2. Intellectual and Industrial Property Rights. The intellectual and/or industrial property rights for the offer, in all its terms, together with the information contained or enclosed therein, plus the data affecting the products that are being sold and the information concerning the elements, plans, drawings, “software”, etc., incorporated in or concerning them, all belong to the Seller, so the Purchaser is expressly prohibited from using such information for purposes other than carrying out / completing the order, and the same applies to partially or completely copying such data or transferring it to third parties and allowing them to use it, without the prior written consent of the Seller.
The Seller may use / provide the name of the Purchaser as part of his trading / commercial references. 3. Formalisation of the orders and scope of the purchasing and selling. 3.
1 The scope of the sale must be clearly specified in the Purchaser’s order. If it is to be considered valid, the order has to receive an express acceptance from the Seller. Any orders that are placed on-line will be governed by the terms and conditions indicated in the system set up for that purpose. 3. 2 The sale includes only the products that are included in the order, except in those cases where, in the Purchaser’s order that has been accepted by the Seller, there is explicit reference any documentation, information, software, extra services, etc. 3. 3.
The weights, dimensions, capacities, technical specifications and layouts of the Seller’s products featured in catalogues, brochures, technical literature, etc. are included there for guidance purposes and are not binding, except in those cases where the Seller accepts a closed specification from the Purchaser, which must form part of the order documents. 3. 4 The modifications and/or variations made to the scope, deadlines or any other terms for an order that the Parties might propose, must be made known to the other Party, always in writing, and if they are to be considered valid, they must be accepted by the receiving Party.
Any modifications and/or changes that are brought about by changes in the applicable legislation and regulations that take place after the date on which the offer concerned is presented will likewise be regarded as modifications and/or variations; if such modifications and/or variations were to be mandatory and were to require Page 1 General terms and conditions of sale further or more burdensome obligations on the Seller, the latter would have the right to make an adjustment to the terms and conditions of the contract, with a view to fully reflecting the consequences of the new or modified Act or regulations.
4. Price. 4. 1 The sale prices are net prices and do not include VAT or any other tax, duty or charge; these will appear later on the invoice with the rates concerned. Unless there is a stipulation to the contrary in the order, or an agreement in this respect between the Purchaser and the Seller resulting from their commercial relationship, the prices include packaging but do not include transportation, charges or insurance. Such prices are only valid for the order for all the products specified in the offer. 4.
2 If offers are made before the order is placed, the prices concerned will be valid for the period that is indicated in each particular case and in this period will be considered fixed for the terms and conditions of payment and the amounts that are specified in the offer. 4. 3 Once the order has been accepted by the Seller, the prices will be considered fixed and not subject to modifications. However, a price modification will be applicable in the following situations: a) If an agreement to that effect has been made between the Purchaser and the Seller.
b) If the order has been modified at the Purchaser’s request, and, in general, there is any variation and/or modification to what has been established in these terms and conditions. c) The prices have been quoted in a currency other than the EURO if there has been any variation in that currency’s exchange rate with respect to the EURO between the date on which the order has been placed and the billing date established in the contract for each milestone. 5. Payment terms and conditions. 5.
1 The Seller’s offer, or, if there does not happen to be one, the Purchaser’s order accepted by the Seller, will include the payment terms and conditions. Prearranged payment terms and conditions may also be used within the framework of an ongoing commercial relationship between the Purchaser and the Seller. Such payment terms and conditions will have to adhere to the provisions contained in Act 15/2010, dated 5th July, which modify Act 3/2004, dated 29th December, whereby measures are established to combat arrears in trading operations, but these must never exceed the maximum deadlines established therein.
5. 2 If no agreement to the contrary is reached, the deadline for payment will be as stipulated in Act 15/2010, dated 5th July, which modifies Act 3/2004, dated 29th December 5. 3 The payment shall be made under the agreed terms and conditions, into the Seller’s bank account or by other procedures that have been agreed to. The payment shall be made without any deductions that have not been agreed to, such as expenses, taxes, charges, withholdings or any other type of deduction. 5.
4 If the delivery, assembly, mounting, commissioning or reception of the products is delayed for reasons that are not attributable to the Seller, the contractual terms, conditions and deadlines for payment will still apply. 5. 5 Should the Purchaser delay in making his/her payments, and unless there is an express agreement to the contrary, the latter will have to pay the Seller, without being required to do so and as from the date the payment is due, interest on the payment arrears, which will be calculated in the way specified in Article 7 of Act 3/2004, dated 29th December.
Payment of such interest will not exempt the Purchaser from the obligation to make the rest of the payments under the agreed terms and conditions. 5. 6 In the event of the Purchaser falling into arrears with the agreed payments, the Seller reserves the right to either temporarily or permanently suspend the shipping of products, whichever the Seller thinks Page 2 General terms and conditions of sale fit, without this affecting the Purchaser’s obligation to make the delayed payments, and without this affecting the Seller’s right to demand further compensation for this suspension. 5.
7 The fact that the Purchaser makes a complaint or claim, does not give the latter the right to suspend any payments that he/she is committed to, and neither may he/she make any deductions as a result of such complaints or claims. 5. 8 The products that are the subject of the order will be supplied under reservation of title in favour of the Seller, until such time as the Purchase has fulfilled all his/her payment obligations, and the latter is required to cooperate and adopt whatever measures might be necessary or advisable and those that are suggested by the Seller to safeguard his ownership of those items of equipment and materials.
6. Deadline and conditions of delivery. 6. 1 The delivery deadline is understood to refer to the products delivered in the manner and conditions indicated in the acceptance of the order, and the Purchaser shall have made the envisaged payments beforehand, when in order. 6. 2 The delivery deadline will be modified when: a) the Purchaser fails to hand over within the stipulated period, the documentation that is needed to deliver the products.
b) the Purchaser requires modifications to be made to the order, which are accepted by the Seller and that, in the Seller’s opinion, require an extension to be made to the delivery deadline. c) in order to deliver the products it is essential that the Purchaser or his/her subcontractor(s) carry out certain work and this work has not been done in time. d) the Purchaser has failed to comply with one or more of his/her contractual obligations concerning the order, especially those that involve payment.
e) for reasons that are not directly attributable to the Seller, there are delays in the production or availability of all or some of the parts of the product. By way of illustration, but not limited, the following might be some of causes of delay: strikes affecting suppliers, hauliers and services, faults affecting the supplies from third parties, breakdowns affecting the transport systems, floods, storms, riots, strikes, stoppages by the Seller’s or his/her subcontractors’ staff, sabotage, accidental stoppages at the Seller’s workshops owing to breakdowns, etc.
and any force majeure envisaged in the legislation currently in force at any given time. 6. 3 In the event of there being a delay in the delivery of the products that are the subject of the order, and such a delay is directly and exclusively attributable to the Seller, the Purchaser shall apply a penalty that has been prearranged with the Seller, if such a penalty has been agreed upon, and that penalty will be the only compensatory action that the Purchaser may take for delay.
7. Returning materials. Complaints and claims. 7. 1 Under no circumstances will the Seller accept returned materials or products without having reached a prior agreement to that effect with the Purchaser and after THE SELLER’s returns authorisation document has been sent, signed and delivered. In any case, the claims and/or complaints that the Purchaser makes to the Seller must be made in writing and in a reliable way. 7. 2.
In the event of a mistaken return affecting the order or for other reasons that are not attributable to the Seller, and unless an express agreement has been reached to the contrary, 5 % of the net value of the returned material will be charged to cover the expense involved in inspecting and preparing the material concerned. Page 3 General terms and conditions of sale 7. 3 the Seller will not accept the return of materials whose packaging seals have been opened, and the materials used, assembled or mounted on other items of equipment or facilities or dismantled by others than the Seller.
7. 4 Neither will the Seller, unless an express agreement has been reached to the contrary, accept the return of products designed or manufactured specifically for the order. 8. Guarantees. 8. 1 Unless expressly stipulated to the contrary included in the offer or acceptance of the order, the Seller guarantees the products that have been supplied with respect to defects affecting the materials, manufacture or assembly, for a period of 3 YEARS as from the manufacturing date of the materials. 8. 2 The guarantee contained in Section 8.
1 covers repairs or replacement (at the Seller’s choice) of the elements that have been accepted as defective, either owing to defects affecting the material, manufacturing defects or assembly defects. It is understood that the repairs will be carried out at the Seller’s workshops. 8. 3 Repairing or replacing a defective element does not affect the date on which the guarantee period for the order as whole comes into force, which will be as indicated in Section 8. 1. However, the repaired or replaced element will have a 1 YEAR guarantee as from its repair or replacement.
8. 4 Under no circumstances will the Seller be responsible for repairs carried out by persons that do not belong to his organisation. 8. 5 The guarantee does not cover cases of deterioration that are not directly attributable to the normal operation of the product, such as faults or failures arising from knocks and blows, incorrect handling, the client taking actions or attempting to take actions on the material for maintenance, repair or adjustment operations or any other modification made by the client.
Furthermore, the following are not covered by the guarantee, which also be considered expired, damage or defects caused by unsuitable maintenance or conservation, negligent or incorrect storage or use, abusive use, the use of unsuitable liquids or gases or unsuitable flows or pressures, defective assembly, variations in the quality of the electricity supply (voltage, frequency, jamming, stress, interference, disturbance, etc.), modifications made without prior approval from the Seller, installations made or subsequently modified without following the technical instructions for the product and, in general, any problem that cannot be attributed the Seller. 9. Disclaimer. 9.
1 The responsibility of the Seller, his agents, employees, subcontractors and suppliers for the claims / complaints arising from the fulfilment or non-fulfilment of his contractual obligations, will not exceed as a whole, the basic price of the contract and will under no circumstances include damages due to loss of profit, loss of income, production or use, capital cost, the cost of inactivity, delays, claims and complaints from the Purchaser’s clients, the cost of replacement energy, the loss of expected savings, increase in the running costs or any other special compensation, indirect or consequential, or losses of any kind.
The limitation of liability contained in this clause will prevail over any other content in any other contractual document that either contradicts or is inconsistent with this clause, unless such provisions limit the Seller’s liability still further. Page 4 General terms and conditions of sale 10. Limits concerning exporting. 10.
1 The Purchaser accepts that the products that are the subject of sale by the Seller may be subject to local or international provisions and regulations concerning control over exports and, that without authorisation to export or to re-export from the empowered authorities, he/she cannot sell, lease, transfer, etc. , the sold products or use them for any purpose that has not been agreed to. The Purchaser is responsible for complying with such provisions and regulations.
The products sold cannot be used either directly or indirectly, either for matters associated with the design, production, use or storage of chemical, biological or nuclear arms or for systems for transporting these, or for military purposes. 11. Law. Subjection to Jurisdiction. These Terms and Conditions will be governed by, and interpreted in accordance with Spanish Law. The parties expressly renounce any other jurisdiction that they might be subject to, and subject themselves to the jurisdiction of the Courts of Madrid (capital city). Page 5 General terms and conditions of sale.