1. Scope of application

These general terms and conditions of sale shall apply to any contract of sale or delivery between the parties, unless otherwise agreed in writing by the parties.

Offers and quotations made by the Seller shall not be binding on the Seller, and the contract of sale shall only be deemed to have been concluded when the Seller confirms an order in writing.

These terms and conditions of sale may only be modified by written agreement between the parties, and therefore any clauses or conditions appearing, whether printed or handwritten, in orders, letters or other documents issued by the Buyer shall be invalid in this regard.

Any modification of these terms and conditions of sale by the Seller shall not affect contracts already concluded.

All future purchases of goods from the Seller shall be subject to these general terms and conditions, unless expressly agreed otherwise.

2. Location

Unless the Seller agrees otherwise in the order confirmation, the place of performance for all contractual obligations shall be Sant Andreu de la Barca (Barcelona, Spain), and the goods shall be delivered to the Seller’s warehouse.

3. Delivery time

The delivery period shall commence as soon as the order is confirmed by the Seller. The delivery period shall be deemed to have been completed when the delivery is ready for dispatch at the agreed location.

The delivery period shall be reasonably extended if reasons beyond the Seller’s control prevent compliance with the delivery date.

4. Price

All prices shall be considered net, ex-works, in euros, without any deduction of any kind, unless otherwise agreed.

Prices may be modified, with the Buyer having the right to withdraw from the contract if it does not suit them within 7 days of notification of the new rates.

Prices do not include taxes, fees or other charges, whether general or special, which shall be borne by the Buyer, unless otherwise agreed in writing, taking into account the applicable Incoterms and/or the conditions of delivery of the goods.

5. Method of payment

Unless otherwise agreed in writing, each order shall be paid in advance, without any discount, and without any deduction, compensation or withholding of payments by the Buyer.

The agreed payment dates must be met by the Buyer even if transport or delivery is delayed for reasons beyond the Seller’s control.

If the Seller deems it appropriate due to the Buyer’s financial position, it may request the guarantees it deems necessary to ensure the proper fulfilment of the Buyer’s contractual obligations, and may suspend deliveries in the meantime.

If a guarantee is required, the text thereof must comply with the model provided by the Seller for this purpose.

6. Interests

With effect from the agreed payment date, the customer shall pay interest on the amount owed at the rate established at any given time by Law 3/04 of 29 December, which establishes measures to combat late payment in commercial transactions. If the customer is late with a payment, the Seller shall be entitled to receive the full balance of payments outstanding at that time upon first request.

7. Acceptance of goods

The Buyer shall inspect and acknowledge the product deliveries, in terms of quality and quantity, at the time of delivery. Once the deliveries have been reviewed and inspected, they shall be deemed accepted by the Purchaser, who shall waive any claim. Likewise, the Purchaser shall have a period of 15 days to report any hidden defects or flaws in the deliveries, after which the Purchaser shall lose all rights to take action or make claims against the Seller for this reason.

With regard to claims relating to the quality of the products sold or delivered, individually or in combination with other products, ingredients or packaging, or any other complaint relating 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 sale price, at the Seller’s discretion. The Buyer shall never be entitled to return products that have been accepted or for which the period for reporting defects has expired. The Seller’s liability shall never exceed the value of the goods concerned at the time of sale.

8. Retention of title

The Seller shall remain the owner of all goods supplied until full payment has been received.

9. Packaging

The Buyer shall acquire ownership of the packaging materials unless:

a) The packaging material indicates that the Seller or a third party claims retention of title thereof; or
b) The order form or accompanying documents include a retention of title clause in favour of the Seller or a third party.
In such cases, the provisions of the previous Condition shall apply: ‘Retention of title’.

10. Warranty

The Seller exclusively guarantees that on the date of delivery the products will comply with the agreed specifications.

The products are sold without further guarantees and without any promise on the part of the Seller regarding their processing possibilities, potential applications and marketability.

11. Limitation of liability

The Seller’s prices are calculated and negotiated on the basis that its maximum legal liability will be limited. Customers have their own means of risk limitation, and duplicating these would be superfluous.

The Seller is willing to negotiate higher liability limits, subject to a corresponding proportional increase in price.

Unless otherwise agreed, the Seller’s liability shall never exceed the value of the goods concerned at the time of sale.

The Seller is released from all liability above this maximum, even if it has been caused by its own negligence or breach of obligations, except in the case of fraud on the part of the Seller.

12. Patents

The sale of goods by the Seller shall in no case convey any licence under any patent relating to the products or their composition, and the Buyer expressly assumes all risks of patent infringement arising from their use or sale of production, individually or in combination with other materials or in any manufacturing operation in any process.

13. Buyer default

In the event of non-compliance or failure to comply in a timely or adequate manner with any of the Buyer’s obligations, as well as in the event of a declaration of bankruptcy, liquidation or dissolution of its company, the Seller shall be entitled to notify the total or partial termination of the contract or the suspension of its execution in whole or in part. This shall be done by means of certified notification, without the need for further warning of breach or judicial intervention, and without the Seller being liable for damages, without prejudice to any other rights to which the Seller may be entitled.

As soon as any of the above circumstances occur, all claims that the Seller has against the Buyer shall become immediately payable.
If the Buyer fails to make payment on time or in full, upon first request by the Seller, the Buyer shall return the unpaid products.

If the Buyer fails to return said products, the Seller, without prejudice to its other rights and actions, shall be entitled to recover the products sold without the need for further request, notification or judicial intervention.

14. Force majeure

“Force Majeure” shall mean, for the purposes of this Agreement, the existence of any contingency, circumstance, or cause beyond the control of the party invoking it, including, but not limited to, the following circumstances: the enactment of or submission to any law, regulation, decree, order, or request of any authority (national, state, regional, provincial, or municipal), confiscation, riot, war, civil disturbance, fire, flood, earthquake, storm, explosion, strike, lockout, machinery or plant shutdown, inability to obtain raw materials, equipment, diesel fuel, or transportation.

If, due to Force Majeure, either Party is unable to perform any obligation under this Agreement other than the obligation to pay the price, such Party shall be released from performance thereof, provided that it notifies the other Party, indicating the commencement and nature of the Force Majeure event. The Party invoking Force Majeure shall send immediate notice upon the cessation of the Force Majeure cause.

The Seller shall not be liable to the Buyer for any loss or damage arising from the failure or delay in the punctual or total performance of its obligations due to Force Majeure.

This clause shall apply 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, it shall not be relieved of any of its obligations to accept and pay for shipments made prior to the Seller’s receipt of the Buyer’s written notice of the Force Majeure event; nor may the Buyer invoke Force Majeure to delay payment of amounts due.

If a Force Majeure event occurs, the Seller shall be entitled to allocate, in such manner as it deems reasonable, the available quantities of usable products among its customers and its own requirements.

15. Catalogues and Documents

The data contained in catalogues and technical documents shall be binding only if this is explicitly stipulated therein.

All documents provided by the Seller to the Buyer shall be considered the exclusive property of the Seller, shall be treated as confidential, and may not, under any circumstances or on any grounds, be transferred to third parties, copied, or used without the Seller’s prior written consent.

If the order is not placed, all catalogues and other documents supplied shall be returned immediately to the Seller.

16. Severability

These terms and conditions shall be deemed severable, and if any of them is invalid for any reason, the remaining provisions shall remain in full force and effect.

17. Language

18. Jurisdiction

This relationship shall be governed by Spanish law. The parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit any dispute or litigation arising from the validity, interpretation, performance, or enforcement of the General Terms and Conditions of Sale, as well as from the acts or transactions contemplated therein, to the courts of Martorell.