General Conditions of Sale | Honext

General Conditions of Sale

1. PURPOSE, DEFINITIONS AND SCOPE OF APPLICATION.

1.1. Purpose.
The present General Conditions of Sale regulates the relations between HONEXT MATERIAL, S.L. (hereinafter, “HONEXT®” or the “Company”) and the Buyer of its Products.

1.2. Definitions.

Company: HONEXT MATERIAL, S.L.
Buyer: any natural person or legal entity, or several of them acting jointly, who, acting as a (prospective) buyer or otherwise, enters into negotiations with the Company or reaches an agreement with the Company involving the delivery or supply of Products. The term Buyer also includes successors, assignees and authorized representatives.
PCS: Particular Conditions of Sale that the Parties may specifically agree to for a particular transaction or set of transactions for the purchase and/or supply of Product.
GCS: The terms and conditions of sale stated herein. Party/s: Honext and the Buyer.
Order: Purchase Order issued by the Buyer, mainly through the acceptance of the Quotation.
Quotation: Proposal issued by the Company to the Buyer with an offer to carry out a Product sale transaction under certain terms.
Products: materials manufactured and supplied by HONEXT® to the Buyer.

1.3. Scope of application.

The GCS are contractually applicable to all offers, Quotations, Orders and sales of the Product made by the Company, notwithstanding the particular conditions that may be specifically agreed in each transaction.

The confirmation by the Buyer of (i) a Quotation issued by the Company, (ii) the issue of an Order or (ii) the Sale of Product accepted by the Company, in any form whatsoever, shall entail the automatic application and acceptance of the present GCS. Consequently, the GCS are tacitly incorporated into the Order, even if they are not attached or expressly referred to.

The Buyer waives its right to invoke his General Conditions document in relation to any Order that he enters into with the Company. Likewise, the application of any other term implicit in custom, usage and particular trade is excluded.

In case of specific circumstances, the Parties may expressly agree on Particular Conditions of Sale (PCS) for an Order or for a set of them. The aforementioned PCS shall be recorded in a written document signed by both Parties. The PCS will be applied preferentially to the GCS and, in all matters not regulated in the PCS, the provisions of the GCS will apply.

 

2. QUOTATIONS AND ORDERS.

2.1. Once the Buyer has informed the Company of its interest in purchasing the Product, the Company will issue a Quotation which will not be binding, unless it is expressly stated that it is.

Any request for a Quotation or other documentation or samples sent to the Buyer shall not bind the Company until the Buyer’s acceptance of the Order has occurred.

The Quotation sent by the Company will specify, at least, the type of Product, the Quantity and the Price. If a delivery date is given, it should be considered as an estimated date. Said Quotation will be valid for fifteen (15) days.

2.2. The Buyer will send the Company the Order of the Products in writing (by email or through the platform provided for this purpose), accepting the conditions of the Quotation received. Once a Quotation has been carried out, the Buyer may not unilaterally cancel it, both totally or partially, unless it is expressly accepted by the Company.

2.3. The Company reserves the right to reject an Order, as well as to withdraw a Quotation, without assuming any expense or cost in favor of the Buyer.

2.4. If an Order confirmation is wrong, the Buyer must notify the Company within a maximum period of two (2) days. Otherwise, it shall be understood that the confirmation of the Order is correct and will be processed without further changes.

2.5. Any possible communication on particular agreements, additional adjustments, as well as oral arrangements made by the Company’s employees, agents, representatives or affiliated companies, will only be binding for the Company when they have been expressly confirmed in writing by the authorized person acting on behalf of the Company.

2.6. The Buyer declares that all the information provided is correct, therefore, if there is any failure in the delivery of the Order as a result of the innacurate information provided, the Company will not be liable, and the Buyer must assume the expenses, additional costs and damage caused.

2.7. The Buyer undertakes to provide reasonable assistance to the Company enabling it to fulfill the Order and other obligations entered between the Parties.

3. PRICE AND ECONOMIC CONDITIONS.

3.1. The Company’s prices are Ex Works (Incoterms 2000) from the Company, production facility or warehouse as the case may be.

The prices will be detailed in Euros and do not include Value Added Tax (VAT), or any other indirect tax, tariff, fee, duties or similar levies, or any other withholding that may be applicable according to current legislation.

Therefore, the Company will add to the price of the Order the corresponding rates according to the established applicable legislation. If there are any fluctuations in exchange rates between currencies, these will be at the Buyer’s risk and expense.

3.2. In conclusion, the Company will invoice the Buyer in accordance with the applicable legal regulations, providing details on each invoice of the associated Order number and the final price detailing the taxes, expenses and additional costs, if any.

3.3. Any complaint by the Buyer in relation to an invoice must be made within seven (7) days from the date of receipt.

4. METHOD OF PAYMENT AND SECURITY.

4.1. The Company shall issue the invoice under the terms set forth in the Quotation, which may provide for its issuance; (i) at the time of acceptance of the Order, (ii) at the time the Product leaves the Company’s premises (iii) or in a combination thereof or, (iv) at any other time agreed between the Parties.

4.2. The full payment of the invoice will be made in accordance with the terms and payment instructions indicated in the same.

Unless otherwise agreed, payment shall be made no later than thirty (30) days from the issuance of the invoice through transfer to the bank account designated therein.

The payment within the stipulated terms and conditions is an essential element of the agreement. Failure to pay an invoice when due shall give rise to interest for late payment at the legal rate of interest applicable to commercial debts.

4.3. The Buyer is obligated to pay all amounts detailed in the invoice and the Buyer shall not offset, withhold, or reduce any payment (except for any deduction or retention required by law and provided in the invoice itself). At any time, the Company may elect to offset any other right or remedies in its favor against any amount owed by the Buyer.

4.4. In the event that the Buyer does not comply, in whole or in part, with the obligations assumed herein, as well as those detailed in the Order, or has been declared bankrupt or has entered into liquidation, or has had assets or rights seized and/or has received judicial or extrajudicial claims (if any event occurs, if a procedure is initiated, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent to the aforementioned facts), it will be obliged to pay immediately the outstanding invoices and claims payable to the Company, without the agreed due date being applicable in such cases.

4.5. If the payment by the Buyer is not made in accordance with the present provisions, the Company shall be entitled: (i) to suspend the performance of its obligations, (ii) to recover the goods and Products that have not been paid, (iii) declare the agreement and/or agreements reached with the Buyer as partially or totally resolved, as stipulated in clause 14.1., (iv) to demand strict compliance with the obligations assumed and (v) all of the above, without prejudice to other rights, actions and/or remedies that the Company may have in defense of its legitimate rights and interests.

4.6. The payment of the invoice by the Buyer implies the tacit acceptance that the supply of the Product is in accordance with the Order.

 

5. QUALITY.

5.1. The quality of the Products shall be as established in the technical specification documents provided for in the Order, published on the website or otherwise available on the market (DataSheet).

5.2. In the event that the Products do not conform with the technical specifications, the Buyer must notify the Company in writing, within a maximum period of ten (10) days that he rejects them for not conforming to what was requested. Upon expiry of the aforesaid period, if no objection has been raised by the Buyer, the Products shall be deemed to have been accepted. This period will not apply to defects or damage that were visible at the time the Product was made available, since in this case, the defects must be revealed at the time of delivery. In any case, to accept the return of the Products, the Buyer must have stored them, at all times, under the conditions set out in the specifications thereof.

5.3. The Parties agree to establish a tolerance margin of 5%. Thus, if a percentage of less than 5% of the Products delivered does not comply with the technical specifications offered, it shall be understood that the entire Order has been correctly delivered and the Buyer will not have the right to claim for losses of less than such percentage.

In any case, in case of return of the Products for the reasons specified above, the Buyer shall bear all costs and expenses of the return.

6. QUANTITY.

6.1. The Company will deliver the quantity specified in the Order, unless the term “approximately” is used.

In the event that a quantity is specified with the term “approximately”, this will mean that the Company will deliver to the Buyer the corresponding quantity and adjust the amount to be paid by the Buyer.

6.2. In the event that the delivered quantity of the Product differs (upwards or downwards) by less than 5% from the quantity committed in the Order, it shall be understood that the Order has been correctly delivered, notwithstanding that the Price will be adjusted to the quantity actually delivered.

7. PACKAGING.

7.1. The Company will deliver the Product properly palletized and protected. As far as possible, the packaging shall have an adequate uniformity in relation to the number of panels per package in terms of both size and thickness of contents, although packages may vary in height as they may contain fewer panels. They may also contain Products with special measures.

7.2. Any special packaging requirement requested by the Buyer must be communicated in writing to the Company, and the additional cost will be charged to the Buyer and, in no case, will be refundable.

7.3. For each shipment of Products, the Company will provide a delivery note detailing the Order number, description, code (if any) and the quantity of Products shipped.

8. MARKETING.

8.1. The Buyer shall, for the duration of the application of these GCS, comply with the branding guidelines established by the Company (in the form provided by the Buyer).

9. DELIVERY.

9.1. Unless otherwise agreed in writing, delivery shall be Ex Works by the Company, at the production facility or warehouse, as the case may be. However, it will be deemed as delivered at the time the Products are given into the possession of the (first) carrier or directly to the Buyer.

9.2. The Company fulfills its delivery obligation when it places the Products, in its own premises (factory, warehouse, etc.), at the disposal of the Buyer, or the carrier. From that moment on, the risk of loss or damage of the goods and the Product becomes the responsibility of the Buyer.

The Buyer is obliged to check at the time of delivery of the Product, if the Product or its packaging has any defect or any visible damage, in which case it must be reported immediately, otherwise it will be understood that it was delivered correctly. To the extent possible, the Buyer undertakes not to receive the defective product. Therefore, the term established in clause 5.2 will not apply in the event that the defect or damage was visible at the time the Product was made available.

When Products are stored at the Buyer’s request, the risk of loss or damage to such Products rests solely with Buyer.

9.3. Based on the foregoing, any deficiencies or damages of the delivered goods or Products, as well as in its packaging, which have been detected at the time of delivery, must be indicated by the Buyer, in writing, through the timely indication on the delivery note or delivery sheet or transport document or invoice attached to the Products. Otherwise, if said deficiencies or damages are not indicated in the aforementioned manner, no claims will be accepted. The records kept by the Company’s Administration Department are decisive in relation to complaints.

9.4. In the event that the delivery of the Products is rejected without good cause by the Buyer, all expenses and other associated costs will be borne by the Buyer, unless otherwise agreed in advance and in writing. In these cases, the Company reserves the right to claim additional damages incurred as a result of the unjustified non-acceptance of the Products, including, but not limited to the costs involved in storing the Product and the returning costs.

9.5. Products may be supplied in several deliveries, as long as they can be invoiced separately. In this case, the Buyer will be obliged to pay for the Products delivered in accordance with the third clause of the present GCS.

9.6. The delivery times established are all approximate, since the Company cannot guarantee the availability of the Products within the stipulated time period. However, the Company will make its best efforts to meet the expected delivery times and will keep the Buyer informed of any incidents that may arise in this regard. Consequently, the deadlines and dates established by the Company should never be considered as a deadline.

9.7. In the event of late delivery, the Company will not be obliged to pay any compensation or expenses to the Buyer. However, if the delay in the delivery is greater than that provided for in clause 9.6., the Buyer shall have the right to demand that the delivery be made within a reasonable period. And in the event that the delivery also exceeds the aforementioned reasonable period, the Buyer shall be entitled to withdraw from the agreement, except when the delay is attributable to a cause of force majeure or fortuitous event (in which case, clause 11 shall apply).

9.8. Furthermore, the Company is not responsible for any damage and/or loss caused by the delay in the delivery of the Product due to the fault of the supplier and/or carrier.

9.9. If the delivery cannot be made due to circumstances that can be attributed to the Buyer, the Company shall be entitled to charge the Buyer all expenses and costs arising from the delay in delivery or non-delivery. In the event that the delivery of the Product had been attempted a second time and it could not have been made for reasons attributable to the Buyer, the Company will have the right to withdraw from the Order without the Buyer having the right to claim any amount for it.

 

10. TRANSPORTATION AND RISK.

10.1. If the transportation is being managed by the Company, including the means of transport, packaging, insurance, etc., and no specific instructions are received from the Buyer, it shall be determined by the Company acting with care, and without the Company assuming any liability for the choice or for damage caused by a third party. Similarly, the specific instructions ordered by the Buyer in relation to transport, packaging and insurance will only apply if the Buyer can assume the possible costs, expenses and risks that may arise from them.

 

10.2. If the Parties agree that the transportation shall be carried out by the Buyer, the Buyer will be responsible for everything that could happen since the availability of the Product. Likewise, the transportation of the Products will be at the Buyer’s risk and expense, even if the carrier requires that the delivery notes, waybills, etc., contain the provision that all damages and losses related to the transportation are at the expense and risk of the sender, unless otherwise agreed in advance and in writing.

11. FORCE MAJEURE OR FORTUITOUS EVENT.

11.1. Neither Party shall be liable or responsible for any delays or failure to comply with its obligations under the Agreement as a result of an event of “force majeure” or “fortuitous event”.

Force Majeure or Fortuitous Event shall mean all events beyond the control of the Party which occur after entering into the present GCS and which were not reasonably foreseeable at the time of entering into the present and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned, provided that there has been no negligence or fault of the affected Party. Such events shall include, without limitation, strikes, lockouts, labor disputes, acts of God, fire, power failure, natural disasters, epidemics, riots, wars and government actions.

11.2. The suspension of the contractual obligations will last as long as the cause that originated the Force Majeure remains. The Party that suffers this exceptional cause must immediately notify the other within a period not exceeding 48 hours from the occurrence of the cause of Force Majeure or Fortuitous Event.

The affected party will take all reasonable measures and actions to limit or minimize the consequences of such an event.

Either party will be entitled to terminate the Agreement by notice in writing to the other party if performance of the Agreement is suspended due to Force Majeure reasons for more than three (3) months. In such a case neither party is liable to compensate the other party for damage caused by non-compliance with the Agreement.

12. WARRANTY AND PRODUCT LIABILITY.

12.1. The Company does not grant any other warranties about the Products, expressed or implied, including, without limitation, any warranties of merchantability, fitness for particular purposes, satisfactory quality, usefulness, or operability, except as expressly specifically stated or established by law.

12.2. European regulation regarding the warranty of Products for business-to-business sales shall apply. The European regulation of consumer protection will not be applicable with respect to consumer goods, since the requirements for it are not met.

12.3. Defects in the Product shall be understood as non-compliant with the technical specifications of the Product derived from a fault in its design or manufacture. The Company will be responsible for the damages that the Product may have in the terms stipulated in these GCS.

The Company will only be liable for Defects appearing under the conditions provided for in the technical specifications of the Product.

12.4. Defective Products shall specifically exclude, without limitation, any Products:

(a) When the defect has occurred after the risk has been transferred to the Buyer, that is, once the Product has been made available to him. By way of example, in cases where the defect occurs as a result of incorrect transportation, storage, maintenance, or is caused by the application, installation, handling or alteration carried out by the Buyer or by third parties.
(b) When the defect is caused by normal wear and tear.
(c) When they have not been stored according to HONEXT’s guidelines and recommendations.

12.5. THE COMPANY’S LIABILITY SHALL BE LIMITED TO DEFECTS APPEARING WITHIN SIX (6) MONTHS FROM DELIVERY. ONCE THIS PERIOD HAS ELAPSED, NO CLAIMS OR REFUNDS OF ANY KIND WILL BE ACCEPTED FOR THIS CAUSE.

Notwithstanding the provisions of the previous section, the Company may establish limits to warranty periods for certain Products.

12.6. If the Products do not satisfy the foregoing warranties, the Company will, at its option, repair or replace the defective Products, provided that the Buyer notifies the Company in writing of such non-conformity, before the end of the warranty period, and within a period of ten (10) days following the discovery of the anomaly or defect.

The Company shall inspect in any case and beforehand, the Defects caused by the means it deems appropriate, without the Buyer being able to hinder the actions of the persons designated by the Company to verify such non-conformity.

12.7. The Buyer will be responsible for damages to third parties that may be caused by its use or application of the Product. The Buyer must hold the Company harmless from claims made by third parties arising from this reason.

12.8. IN NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE BUYER, OR ANY THIRD PARTY, FOR ANY INDIRECT, FORESEEABLE, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, VALUE, REVENUE, INCURRED OR CAUSED BY THE BUYER OR ANY THIRD PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.9. IN NO EVENT, THE COMPANY’S AGGREGATE LIABILITY TO THE BUYER OR ANY THIRD PARTIES IN ANY ACTION OR PROCEEDING FOR DAMAGES OF ANY KIND ARISING OR RELATED FROM THE USE OF THE PRODUCTS SHALL EXCEED 50% OF THE TOTAL AMOUNT PAID BY THE BUYER AND ACTUALLY RECEIVED BY THE COMPANY AS PAYMENT FOR DEFECTIVE PRODUCTS.

12.10. In all those cases in which the Law does not allow the exclusion or limitation of liability of the Company, the provisions of the applicable legislation shall apply.

12.11. The Company shall maintain a Civil Liability Insurance to cover any damages that may arise in accordance with the terms set forth in the applicable regulations.

 

 

13. CLAIMS.

13.1. In the event of a claim for Defects, in the terms provided for in clause 12, or for any other reason, the Buyer may not refuse receipt of the Products, and undertakes to accept them and pay the corresponding amount as provided for in the Third clause.

13.2. A claim can only be made about the Product or Order following the procedure established by the Company.
● Claims about visible damage caused during shipping, or related to an incorrect or incomplete delivery, must be indicated on the delivery note at the time of receipt and must be countersigned by the carrier as established in the Third and Tenth clause.
● Concealed damage claims must be reported within ten (10) days from Product delivery except as provided for in the above clause.

 

In both cases, HONEXT® Customer Service must be informed via the following email: Customerservice@honextmaterial.com

13.3. The Product claim must be stored in its facilities and/or warehouse, being at the Buyer’s risk and expense all damages and losses that the Products may incur during this period until they have been placed at the disposal of the Company.
13.4. The Buyer hereby undertakes not to use, in any case, the Product subject to the claim and to return it as delivered. Likewise, in the event of defects in any of the Products included in the Order, the Buyer may only claim and reject the Products that are actually defective.
13.5. The Company, in the event of a claim for defects or damage to a Product, reserves the right to replace, at its sole discretion, the damaged, defective or incorrectly supplied Products, with the same or similar quality Products, as well as to make the correct deliveries in the shortest possible time.

13.6. Faced with any claim presented by the Buyer, the Company shall be allowed to make the visits and inspections it deems necessary for the purpose of verifying the causes and consequences of the claim; as well as, to make all the tests it deems appropriate and to ask the Buyer for the necessary documentation proving said defects.

13.7. Delivered Products may only be returned to the Company upon prior acceptance of the latter in writing, with all transportation costs and related costs being borne by the Company.

13.8. The times established in this Agreement are essential for compliance with what is contained herein.

14. OWNERSHIP OF GOODS AND/OR PRODUCTS. RESERVATION OF DOMAIN.

14.1. The property title of the goods and/or Products sold and delivered to the Buyer will remain in the name of the Company, as long as full payment has not been received by the Company, as well as long as no other amounts have been received, taxes, tariffs, costs, interests and/or fines that may be applicable and that the Buyer owes to the Company. Until the Company has not received full payment of the Price of the Products, as well as the rest of the sums, the Buyer agrees to store the Products in its warehouses separately from any other assets it may have, and must mark the Product indicating that is owned by HONEXT®, and undertakes to keep the Product in good condition and to insure it against any risks that may arise.

Furthermore, the Company is entitled to require the Buyer to return the unpaid Product, with all transportation costs and costs related to the return to be borne by the Buyer.

14.2. The Buyer may not interfere in any way or modify the labeling of the pallets and/or packaging in which the Product is transported, nor may it alter the brand or any element that indicates the ownership or domain of the Company of the Product, goods and/or or merchandise.

14.3. If the Buyer fails to return the Product in the indicated manner, the Company or any third party that is entitled to do so, will have the right to enter the Buyer’s facilities (or other facilities where the Product is located), in order to collect the merchandise, goods or the Product, as well as to carry out all the actions that may be necessary to remove the Product. All expenses and costs related to the provisions herein shall be for the account and risk of the Buyer.

14.4. When a Products is sold by the Buyer to a third party, before having acquired the property in accordance with the previous stated herein, it will be understood that the Buyer has sold the Product without holding any property over it and shall be obliged to inform the Company of such circumstance, as well as immediately pay the price of the Product, expenses and costs incurred to the Company.

14.5. The Company has the right to suspend the delivery or transportation of an unpaid Product.

15. ONE AGREEMENT FOR EACH DELIVERY.

Each delivery to the Buyer of any Product will be considered a separate, independent and individual agreement and, in the event that there is a default in one or more deliveries, it will not mean that the Buyer does not have to pay the amounts due for the Products effectively received or may offset any amount unless otherwise agreed between the Parties.

 

16. NON-PAYMENT AND INTEREST.

The Buyer will be obliged to pay default interest on the amounts due for late payments, which shall be the Euribor rate plus 8%. Such interests will accrue daily from the due date until the effective payment of the total amount owed. The Buyer will pay default interest together with the overdue amount, as well as the rest of the expenses incurred by the Company to claim the debt.

 

17. IMPORT AND EXPORT.

17.1. Regardless of who makes the arrangements regarding the transport of the merchandise, the Buyer will be responsible for all costs, expenses, permits, licenses and fees payable for loading and transportation of the Product, as well as, where appropriate, the person responsible for all procedures and declarations related to the export/import of the Product.

 

18. INTELLECTUAL AND INDUSTRIAL PROPERTY.

18.1. The Company retains all intellectual and industrial property rights over the Product and over all the information and documentation relating thereto, including, but not limited to, among others, the price, lists, reports, recommendations, samples, calculations, brochures, designs, sketches and drawings, production processes, without the transmission of said information or the sale of the Product granting the Buyer any right over said intellectual or industrial property.

18.2. The Buyer is obliged to return or destroy such data upon simple request of the Company, having to pay the freight and all expenses of any kind for the return.

18.3. The Company guarantees that the Products do not infringe the intellectual or industrial property rights of third parties. The Buyer shall immediately notify the Company of any related action and/or claim filed against it, on the grounds that the use of the Products infringes the industrial property rights or copyrights of third parties.

The Buyer will provide such reasonable assistance as may be requested by the Company in defending against such actions.

19. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA.

19.1. The Buyer must keep, at all times, secret and confidential any information obtained from the Company, within the framework of their commercial relationship, as well as all the information (of whatever nature) disclosed with the Buyer, its clients and partners or its commercial activities, as well as previous agreements and negotiations. The use of such information will only be permitted for the performance of the agreement. The Buyer shall apply all reasonable safeguards (up to the highest standards) to protect the Confidential Information.

19.2. Likewise, the Buyer is obliged to keep confidential information safe and not reveal it to any third-party including information related, but not limited to, economic, technical, commercial and business data of the Company that arises from the agreement, except in the event that said information becomes of public domain. Furthermore, the Buyer hereby undertakes to use said information solely and exclusively for the purpose of fulfilling the agreement and must destroy or return to the Company all the confidential information in its possession after the fulfillment of the order in the manner specified below.

19.3. The Buyer shall oblige its employees and agents to keep the most absolute secrecy with respect to all confidential information referred to in these GCS and the activities of the Company. This obligation will apply both during the term of the agreement, as well as after its validity for an unlimited period.

19.4. The Buyer and/or its employees, at the end of the agreement, shall return to the Company any information or documentation in their possession (or destroy it in a safe way at the express request of the Company), at the Buyer’s expense.

19.5. The Parties undertake to comply with all the obligations that may apply to them in terms of data protection in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016on the protection of natural persons with regard to the processing of personal data (GDPR) and Organic Law 3/2018, on the Protection of Personal Data and Guarantee of Digital Rights.

In this sense, the personal data that the Parties provide and facilitate in relation to the commercial relationship and Orders, will be processed by each of the Parties as data controllers for the purpose of managing, developing and executing said relationship. The data collected is essential for the development of the contractual relationship and will be kept for the duration of the relationship and for the years necessary to comply with legal obligations. No data will be transferred to third parties unless legally required.

Personal data will not be transferred to third parties, except in those cases in which the treatment is lawful in accordance with data protection regulations.

Interested parties whose personal data is collected in accordance with the above, are entitled to a right of access, rectification, cancellation and, in those cases that are possible, opposition, limitation of treatment or portability, as well as the withdrawal of their consent, in writing, attaching a copy of the ID, passport or any other equivalent document proving their identity, respectively, to:

● The Company: Carrer d’Aragó, 383,10 MA, 08013 Barcelona, Spain

● The Buyer: The data provided in the Order.

20. SEVERABILITY.

In the event that any provision or partial provision of these terms and conditions is invalid, illegal or unenforceable in any jurisdiction, it will be considered modified to the minimum extent necessary to be valid, legal and irrefutable.

If such modification is not possible, the relevant provision or partial provision shall be deemed deleted.

Any modification or deletion of a provision or partial provision under this paragraph shall not affect the validity and enforceability of the remaining conditions.

21. WAIVER.

Failure or delay by a Party to exercise any right or remedy arising under the terms provided herein shall not operate as a waiver of that or any other right or remedy.

The single or partial exercise thereof preclude or restrict the further exercise of that or any other right or remedy.

 

22. JURISDICTION AND APPLICABLE LAW.

Any dispute or litigation related to the fulfillment of Orders and Products in general, as well as those that arise from these General Conditions of Sale, shall be governed by and constructed in accordance with the laws of Spain and shall be subject to the evaluation of the Courts and Tribunals of Barcelona.

The Buyer expressly waives any other legislation and jurisdiction that may be applicable.

23. NOTICES.

All communications and notices shall be made in writing (by mail or certified mail or by letter delivered personally) to the following addresses:

(a) the Company: Carrer d’Aragó, 383,10 MA, 08013 Barcelona, Spain

(b) the Buyer: The Data provided in the Order.

The notifications will be deemed received at the time that it is detailed in the certificate and acknowledged in the delivery receipt.

24. CAUSES OF TERMINATION.

24.1. The Company will have the right to terminate the present agreement automatically and without prior notification, in the following cases:

(a) if the Buyer files a petition for bankruptcy and/or insolvency;
(b) the Buyer becomes insolvent;
(c) the assignment of this agreement without the express consent of the Company;
(d) Breach of Confidentiality, Data Protection and Intellectual Property agreements.
(e) the Buyer is facing criminal proceedings or has been found guilty for any reason.
(f) Failure to comply with the provisions of clause 25.

24.2. The Company shall have the right to terminate the agreement as a consequence of the breach notifying the Buyer in advance and granting him a period of ten (10) days to remedy the breach incurred in any of the following cases:

(a) non-payment of the invoice for the Product(s) purchased on the agreed due date;
(b) non-payment of costs, collection or shipping charges if they are borne by the Buyer; as well as the taxes or fees that must be paid by law or by application of this agreement;
(c) failure to collect, for any reason, the Products purchased within the stipulated period;
(d) any other breach that may be subject to remedy at the Company’s discretion.

If, within the indicated period, the Buyer does not remedy the breach, the Company may terminate the present agreement without further request or notification, and in addition, the Company will be entitled to claim the amount owed, as well as compensation for all damages caused as a result of their previous breach(es).

24.3. The Buyer shall have the right to terminate this agreement by notifying the Company in advance and granting it a period of 10 days to remedy the breach incurred, in any of the following cases:

(a) Delay in the delivery of the Product in more than 30 days of the maximum period provided in clause 9.7.
(b) Delivery of the defective Product as provided in clause 12.

 

25. COMPLIANCE.

25.1. The Company and Buyer will procure that their workers, employees, agents and subcontractors comply with all applicable laws, statutes, regulations and codes related to anti-bribery and corruption (“Anti-Bribery Laws”) and tax evasion (“Anti-Tax Evasion Laws”), along with all applicable laws, statutes, regulations, and codes relating to anti-slavery, anti-human trafficking (“Anti-Slavery Laws”), and anti-child labor. Both Parties hereby agree to maintain in force during the term of this agreement the policies and procedures that ensure compliance with the indicated legislation.

25.2. In the event of a breach of the previous policies, the complying party may terminate this agreement and any order in progress, upon written notification, to the breaching party and, where appropriate, claim any damages that may have been caused.

25.3. The Company hereby undertakes to act with integrity in the way it conducts its business, and the Buyer is required to know, understand and comply with all applicable laws and regulations from the countries in which it does business.