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These General Conditions of Sale are applicable to any offer made by the Seller or to any contract of sale concluded by the Seller with any buyer (hereinafter referred to as the "Buyer"). All sales are expressly subject to the Buyer's full acceptance of the terms and conditions specified below, except for those which are expressly and in writing specially fixed between the contracting parties.
1.- OBJECTIVE AND OFFER PRICE
Unless the Seller makes a specific offer, the applicable prices are those appearing in the Seller's price list in force on the date on which the order is placed. When the Seller has issued an offer, the prices and conditions of said offer shall refer exclusively to the products (specifications and quantities) specified therein and shall be valid for three months, unless otherwise stipulated.
2.- PERFECTION OF THE PURCHASE
Acceptance by the Buyer of an offer from the Seller shall be materialised by an order to the Seller. The modifications and/or variations of the order must be expressly accepted by the Seller. The purchase-sale will be understood to be definitively perfected after the express and unreserved acceptance of the order by the Seller, by means of the remittance of an order confirmation by the Seller to the Buyer.
3.- INTELLECTUAL PROPERTY AND CONFIDENTIALITY
The technology and know-how, whether patented or not, embodied in the products and all industrial and intellectual property rights relating to the products are, and shall remain, the exclusive property of the Seller or, where applicable, of its suppliers, and any information relating thereto shall be considered by the Buyer as strictly confidential, including information appearing in drawings and documents that may be delivered to it.
4.- PRICES - TERMS OF PAYMENT - TAXES
The prices, as well as the conditions and terms of payment shall be those specified in the order confirmation issued by the Seller and accepted by the Buyer. Unless expressly agreed by the parties, the price is understood to be in euros and net of any taxes levied on the operation.
In any case, the payment conditions must comply with the provisions of Law 15/2010, of 5 July, modifying Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions. In the event of delay in payment, the Seller will have the right to claim from the Buyer an interest for late payment equal to that provided for in article 7 of the aforementioned Law 3/2004 of 29 December.
The non-payment of an instalment shall automatically cause all amounts due by the defaulting Buyer to become due and payable, even if payment has been instrumented in bills of exchange or promissory notes. Likewise, the Seller reserves the right to suspend the execution of its own order delivery obligations until full payment of the amounts due and to demand the compensation of costs provided for in the Law.
5.- DELIVERY - DISPATCH
Unless otherwise stipulated, deliveries of the products will be made in accordance with the conditions agreed in the order confirmation sent by the Seller to the Buyer. Returns of the products delivered will not be accepted, unless there is an express agreement or prior authorisation by the Seller to accept the return of the products.
6.- DELIVERY TIMES
Delivery times are approximate, unless the Seller expressly accepts firm delivery times. Delivery times shall start to run from the latest of the following dates: (i) unreserved acceptance of the order by the Seller (sending of the Seller's order confirmation to the Buyer); (ii) receipt by the Seller of certain information at the Buyer's expense which is necessary for the execution of the order; (iii) receipt by the Seller of the advance payment which the Buyer undertakes to pay, in accordance with the terms of the purchase/sales contract/offer.
The Seller is automatically released from any commitment relating to delivery times in the event of force majeure or events occurring at the Seller's or its suppliers' premises, which may disrupt the organisation or activity of the company's business.
7.- RESERVATION OF OWNERSHIP
The Seller reserves full ownership of the products delivered to the Buyer until full payment of their price, principal and accessories. If the products have been transformed or incorporated into other equipment, the Seller may retain as a guarantee the transformed products or the equipment into which the products have been incorporated until full payment of the price. The Buyer undertakes to mention the existence of this reservation to third parties to whom it may sell the products either as they are or incorporated into a system.
Failure by the Buyer to comply with his payment obligations shall entitle the Seller to take possession of the sums paid on account by the Buyer as compensation for damages, without prejudice to the Seller's right to claim additional sums for such compensation, if applicable.
From the moment the Seller makes the products available, the Buyer assumes all risks relating to the possession, custody and/or use of the products and any damage caused.
8.- PACKAGING
The price indicated in the offer includes the price of the ordinary packaging used by the Seller, if deemed necessary. Any request by the Buyer for packaging other than that normally used by the Seller shall give rise to the payment of an additional price to be borne by the Buyer.
9.- GUARANTEE
Defects covered by the guarantee
The Seller undertakes to remedy any malfunction of the products caused by a defect in design, materials or manufacture. However, this obligation of the Seller shall not apply if:
- The products have not been maintained in accordance with the Seller's instructions or, in any event, in accordance with the most common practice in the relevant field, or
- The malfunction is the result of poor storage conditions; or
- The malfunction results from failure to comply with the Seller's instructions for installation or commissioning, or
commissioning, or
- The malfunction is the result of poor maintenance conditions of the products.
Also excluded from the warranty are consumables and spare parts or repair work resulting from normal wear and tear of the products, damage or accidents due to insufficient control of the products or use not in accordance with their intended purpose and/or the Seller's instructions and, in general, any incident for which the Seller is not responsible. The warranty shall not apply if changes or additions are made to the products by the Buyer without the express agreement of the Seller.
The Seller shall not provide any warranty as to the ability of the products to achieve the objectives set for them by the Buyer, unless such objectives have been expressly accepted by the Seller.
Duration of Warranty
The above warranty only applies to products which prove to be defective (as described above) for a period of ONE YEAR.
The warranty starts at the moment of the provision of the products, taking as the date of provision the date of the invoice of the products.
The repair of the product or part thereof, its exchange or replacement during the warranty period shall in no case result in the extension of the warranty period of the product.
Duration of Warranty
The above warranty only applies to products that prove to be defective (as described above) for a period of ONE YEAR.
The warranty starts at the time the products are made available, taking the date of availability as the date of the invoice for the products.
The repair of the product or part of the product, its exchange or replacement during the warranty period shall in no case cause the extension of the warranty period of the product.
Terms and conditions for exercising the Warranty
Under this warranty, the Seller shall remedy, at its own expense, the defects observed, using the means it deems most appropriate. Replaced parts shall become the property of the Seller again and must be returned to the Seller as soon as requested. At the Seller's choice, the guarantee shall be exercised either by providing the Buyer with replacement parts or a product or by repairing the parts or the product. To this end, the defective parts or products shall be returned to the Seller within 30 calendar days from the time the parts or product are defective. Failure by the Buyer to comply with the aforementioned 30-day period for the return of the allegedly defective parts or product shall entitle the Seller to invoice the Seller for the replacement parts or product.
Under no circumstances does the guarantee cover the costs of searching for the defective element in the installations, nor the refrigerant gases, nor the disassembly and reassembly of the product in its place of installation.
Obligations of the Purchaser
In order to benefit from this guarantee, the Buyer must inform the Seller of the defects which he attributes to the products as soon as the malfunction of the products becomes apparent and provide all the documents justifying this malfunction. The Buyer shall provide the Seller with all the necessary facilities to enable the Seller to ascertain such defects and to remedy them.
Likewise, unless expressly agreed by the Seller, the Buyer shall not carry out any repair itself or through a third party, unless the repair is absolutely necessary to continue guaranteeing the supply and service to its customer, and provided that the lack of service would cause economic losses greater than the value of the products supplied.
10.- LIABILITY
The terms of the contract of sale accepted by the Seller and the provisions of these General Conditions of Sale define the Seller's entire liability and exclude all other warranties whether statutory, express or implied, including without limitation, all commercial warranties and the fitness of the products for a particular purpose.
In no event shall Seller be liable for indirect and/or immaterial, incidental damages, including, without limitation, lost profits, loss of revenue or business, arising out of or in any way connected with the products, services, any order, this contract or its termination, non-renewal or expiration.
In all circumstances, the Seller's liability is strictly limited, irrespective of the causes or subject matter of the claim, to the net amount of the contract giving rise to the claim. The Seller undertakes to have Civil Liability Insurance, according to the conditions established by Law.
11. APPLICABLE LAW - JURISDICTION
These conditions of sale shall be governed by and construed in accordance with the laws of Spain (with the exception of its conflict of law provisions), expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.
Both parties agree to submit to the jurisdiction of the courts of the city of Valencia.
The European Commission offers a platform for alternative dispute resolution, which you can access here: https://ec.europa.eu/consumers/odr/.