GENERAL CONDITIONS OF SALE
Sales and supplies to be made by BV PROINVAL, S.A. (hereinafter, Seller) shall be governed by these General Conditions of Sale, except where expressly agreed otherwise in the corresponding quotation or order acceptance,
as particular conditions thereof. All other conditions not previously accepted by Seller shall not be valid and shall have no legal effect.
It shall be understood that Buyer knows these General Conditions of Sale from the moment at which their submission by Seller, either accompanying a quotation or during the course of a commercial relationship, etc., can be justified.
In such cases, they shall be deemed to have been accepted by Buyer for all intents and purposes when placing the order.
2. INTELLECTUAL AND INDUSTRIAL PROPERTY.
Intellectual and/or industrial information relating to quotations, in addition to that which may accompany the equipment object of the supply, drawings, software, etc., are the property of Seller and, as such, may not be used by Buyer
for any purposes other than completion of the order.
3. SCOPE OF THE SUPPLY AND ORDER FULFILMENT.
3.1 The scope of the supply shall be clearly indicated in Buyer’s order. So that an order for an amount exceeding 500 € can be considered effective, Buyer must receive an express acceptance on the part of Seller, except in those
cases in which this requirement has previously been eliminated.
3.2 The supply shall include exclusively the equipment and materials that are the object of the order, except in those cases in which in Buyer’s order, accepted by Seller, additional documentation, information or services
have been included.
3.3 In general, the weights, dimensions and technical specifications of the products to be supplied by Seller, including catalogues and technical literature, shall be of an orientative and non-binding nature, except when Seller
has previously accepted a certain specification of Buyer, which must form an integral part of the order.
3.4 Changes in the scope of an order must be notified in writing and shall only be valid once accepted by Seller.
4.1 The prices indicated in the order are NET and do not include VAT or any other tax, which shall be charged subsequently in the invoice, at the prevailing rate in force at any given moment. Prices do not include packing,
transport or insurance, are considered to refer to material situated in Seller’s store and to be valid for the order for all the material included in the quotation, except when expressly agreed otherwise.
4.2 Quotations prior to the order shall have a validity of 30 days, except when indicated otherwise therein. During this period the prices included in such quotations shall be deemed to be firm, in accordance with the established
Payment Terms and Conditions.
In those cases in which quotations include imported material, subject to currency exchange rate contingencies, the price shall be adjusted in accordance with such variations.
5. PAYMENT TERMS AND CONDITIONS.
5.1Seller’s quotation, or Buyer’s order, duly accepted by Seller, shall include the payment terms and conditions of the supply.
5.2 Payment shall be settled in the agreed conditions, by means of the agreed payment procedure, which must be indicated in Buyer’s order.
5.3 In those orders in which Buyer agrees to pay the amount thereof “in cash”, Seller may grant an additional discount on the agreed NET price, based on the reduction in financial costs which this may represent at any given moment.
5.4 Delays in delivery for reasons beyond Seller’s control may not be the cause of deferment or delay in the agreed method of payment.
5.5 In the case of a delay in payment on the part of Buyer, Seller, without the need for a prior claim, may charge interest on the delayed payment, which shall be calculated on the basis of the EURIBOR rate plus 4% per annum.
Similarly, Seller may suspend the shipment of whatsoever outstanding supply or it may demand additional compensation, as may be justified by such delay.
5.6Claims on the part of Buyer shall not grant it the right to withhold or make a deduction from any of its committed payments.
6. DELIVERY TERMS AND CONDITIONS.
6.1 The delivery term shall be understood for the material situated in the position and under the delivery terms established in the order. Should the position not be specified, it shall be understood for material in Seller’s store.
The delivery term may suffer changes whenever:
1/ Buyer fails to supply in due time the necessary documentation for the correct fulfilment of the supply;
2/ Buyer needs to modify the order in a manner previously convened with Seller and which, in the latter’s opinion, implies an extension of the delivery term;
3/ Performance of work by Buyer or its subcontractors is essential for the fulfilment of the supply, and such work has not been executed in due time;
4/ A circumstance of force majeure arises, which prevents the production or regular shipment of the requested equipment and/or articles.
7.1 Unless agreed otherwise with Buyer, the packing of the materials that are the object of the supply shall be for Buyer’s account, representing an additional charge over and above the sale price.
8.1 Transport, including loading and unloading, shall be carried out for the account and at the risk of Buyer, and Seller shall be free from whatsoever claim in respect of the supply’s damage or impairment.
8.2 In the event that the materials are available for supply but are not withdrawn by Buyer or that an agreement has been reached with Seller so that they are stored in agreed conditions, Seller may charge,
over and above the order price, the storage costs which, in its opinion, have been produced, with all risks that may be suffered by the stored materials being Buyer’s responsibility.
9. INSPECTION AND ACCEPTANCE.
9.1 Unless specified otherwise in the order, inspections and tests during production and the inspection prior to supply shall be carried out by Seller. All other tests required by Buyer must be specified in the order,
indicating the applicable regulations and, when applicable, the place and institution which will perform them. The cost of these tests shall be for Buyer’s account and must be accepted by Seller.
9.2 Buyer has one week after shipment of the supply in which to check the condition of the supplied materials. Should any defects be found which Buyer considers to be attributable to Seller, it shall inform the latter
immediately together with supporting evidence (photographs, counts, etc.), and the latter shall adopt the necessary measures for their correction.
9.3 Should no acceptance tests be specified in the order, once the week subsequent to shipment has elapsed and the Seller has received no written communication on possible defects or missing items, it shall be deemed
that the material has been accepted.
9.4 In the event that Buyer, in spite of having notified defects or missing material, starts to use the materials or equipment object of the supply, the material shall be deemed to have been accepted for all intents and purposes.
10. CLAIMS. RETURNED MATERIALS.
10.1 Seller will not accept the return of supplied materials without a prior agreement with Buyer. Buyer has fifteen calendar days from the date of the supply in which to notify Seller in writing of its intention to make a return
and the justification thereof.
10.2 All previously convened returns shall be made by Buyer with freight prepaid to Seller’s installations.
10.3 In the case of a return made in error or for reasons beyond Seller’s control, the corresponding demerit shall be charged, as specified in Seller’s delivery notes: 5% if the return occurs within the first fifteen days after delivery,
or 15% if made within three months.
Subsequent returns are not accepted, except with the express acceptance of the demerit to be established by Seller.
10.4 Seller will not accept the return of materials which have been used or of those which have been specifically designed to meet the conditions of the supply.
All articles with standard manufacturing characteristics supplied by Seller shall be covered by a 24-month guarantee, starting on the date of their delivery to Buyer, always provided that the latter is the end user thereof.
When Buyer is a body corporate and purchases the articles for their subsequent sale to third parties, the guarantee shall be extended to 30 months from the date of their delivery to Buyer.
All those products which, owing to their technology, design or specific manufacturing requirements, must meet certain demands imposed by Buyer shall be covered by a maximum guarantee period of 12 months from their
commissioning or 18 months from the date of the supply, whichever occurs first.
All guarantee terms different to the foregoing must be convened between Seller and Buyer and shall be expressly set down in the order.
The concept of guarantee refers to the repair or replacement, at Seller’s election, of any elements deemed to be defective. Repairs shall be carried out in Seller’s workshops, with all disassembly, packing, loading, transport,
customs duty, tax and other charges resulting from the shipment of the material under warranty to Seller’s workshops being for Buyer’s account. When feasible, the execution of the repairs in Buyer’s installations can be
convened with Buyer.
The repaired or replaced element shall be covered by a 12-month guarantee period as from the repair date.
Under no circumstances shall Seller accept responsibility for repairs carried out by persons from outside its organization.
All defects for reasons not attributable to Seller shall be excluded from the guarantee.
If the commissioning of the supplied product requires the assistance of Seller’s personnel, and Seller were to decide to make use of such product without fulfilling this requirement, the guarantee shall be deemed to have expired as
from that moment.
Whenever it is considered that the defect can be solved with the replacement of the defective part by a new one, Seller may supply such part to Buyer under the guarantee and Buyer shall undertake to return the replaced part within
15 days for its inspection. Should Buyer fail to do so, it shall be invoiced for the supplied part.
Buyer must communicate all defects in writing as soon as they are detected, with a description of the defect in the manner so requested by Seller.
12. LIMITATION OF LIABILITY.
12.1 Seller shall not be liable for any indirect losses that may be incurred as a result of the supply, such as: loss of production, loss of profit, the cost of stoppages, deterioration or actions to equipment, systems and
buildings of Buyer or user, nter alia.
12.2 Seller’s full liability is limited to the value of the supply which originated the claim.
13.1 Seller and Buyer shall endeavour to find an amicable solution to any disputes that may arise between them. Should an agreement not be possible, the parties shall submit to equitable arbitration, pursuant to the rules of
Spain’s Law 36/1988 of 5th December of Arbitration, within the framework of the Arbitration Council of the Madrid Chamber of Commerce and Industry, undertaking to abide by whatever arbitral award may be passed.
14. COMPETENCE AND JURISDICTION.
14.1 In all cases the parties, expressly waiving their own venues, agree to abide by the competence and jurisdiction of the Courts and Tribunals of Madrid.