General terms and conditions of sale
9. Return of materials. Claims. 9.1 Under no circumstances will the Seller accept returns of materials without prior agreement with the Buyer. A period of 5 days is established from when the Supply has been received by the Buyer, for the latter to notify the Seller of their intention to make a return and the reasons for the return, and to agree with the Seller, where appropriate, the procedure for the return. Without exception, the Buyer's claims against the Seller must be duly made in writing. 9.2 Returns or shipments of material to the Seller's premises, whether for credit, replacement or repair, must always be made carriage paid. 9.3. In the event of a return due to a mistake in the order or due to other reasons beyond the Seller's control, 15% of the net value of the returned material will be charged as a share in the revision and rectification costs. 9.4 The Seller will not accept returns of materials that have been unsealed from their original packaging, used, mounted on other equipment or installations, or subject to disassembly outside the Seller's control. 9.5 The Seller will also not accept returns of products designed or manufactured specifically for the order. 10. Guarantees. 10.1 Unless otherwise expressly stipulated in the offer or acceptance of the order, the Seller guarantees the products supplied by it with regard to defects in materials and workmanship for a period of five years from the date of receipt, whether this is explicit (passing of acceptance tests, agreed between the Seller and the Buyer and sending of written acceptance of the supply), or tacit (5 days after dispatch to the Buyer without written communication to the Seller indicating any non-conformity) or 6 months from the date on which notification is given that the Supply is available for dispatch, whichever occurs first. 10.2 The guarantee expressed in paragraph 10.1 consists of the repair or replacement (at the Seller's choice) of the elements that have been acknowledged as defective, either due to material defects or due to manufacturing defects. Repairs are understood to be carried out in the Seller's workshops, and the Buyer shall be responsible for the dismantling, packaging, charges, transport, customs, taxes, etc., caused by the delivery of the defective material to the Seller's workshops and its subsequent delivery to the Buyer. However, it may be agreed with the Buyer to carry out repairs and replacements of the defective item at the Buyer's premises. 10.3 The repair or replacement of a defective element of the Supply does not change the starting date of the guarantee period of the Supply as a whole. However, the repaired or replaced item shall be guaranteed for five years from its date of repair or replacement. 10.4 When the guarantee referred to in paragraph 10.2 consists of a replacement which, due to urgency, must be made immediately, the Buyer undertakes to return the defective part or element within a period not exceeding 10 days from the date of delivery of the new part or element. In the event of a failure to return of the replaced part, the Buyer will be charged for the part sent. 10.5 Under no circumstances will the Seller be liable for repairs carried out by personnel outside the Seller's organisation. 10.6 Damage or defects due to normal wear and tear are excluded from the guarantee, it being understood that the products shown in the data sheets or specifications and that have a nominal service life of less than 50,000 operating hours are exempt from guarantees. In particular in the case of LED modules, the guarantee conditions refer exclusively to failures above the nominal failure rate (complete failure of the luminous flux). A decrease in luminous flux, which depends on the number of operating hours, does not constitute equipment failure. Damages and defects caused by inadequate conservation or maintenance, incorrect or negligent storage or handling, abusive use, use of inadequate liquids and gases as well as inadequate flow or pressure, defective assemblies, variations in the quality of the electrical supply (voltage, frequency, disturbances, etc.), changes made to the Supply without the approval of the Seller, installations carried out or subsequently changed without following the technical instructions of the product and, in general, any cause not attributable to the Seller will also be excluded from the guarantee, and will also be considered expired. 10.7 In addition, the guarantee will be considered to have expired if the set-up of the Supply has been stipulated with the assistance of the Seller's personnel and the Supply is set up without this assistance or if, in the event of a breakdown, no measures are taken to mitigate the damage. 10.8 Notwithstanding the provisions of the previous sections of this clause, the Seller will not be liable, under any circumstances, for defects in the equipment and materials that are the subject of the Supply for a period of longer than five years from the start of the period indicated in section 10.1. 11. Limitation of liability. The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising out of the performance or non-performance of its contractual obligations will not as a whole exceed the basic contractual price and under no circumstances will include damages for loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims by the Buyer's customers, replacement energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind whatsoever. The limitation of liability contained in this clause shall prevail over any limitation contained in any other contractual document which is contradictory or inconsistent with this clause, unless such provision would further restrict the Seller's liability. 12. Export Limitation. The Buyer acknowledges that the products supplied by the Seller may be subject to local or international export control provisions and regulations and that, without export or re-export authorisations from the competent authorities, the supplies may not be sold, leased or transferred or used for any purpose other than as agreed. The Buyer is responsible for complying with said provisions and regulations. The products supplied may not be used directly or indirectly in connection with the design, production, use or stockpiling of chemical, biological or nuclear weapons or for their delivery systems. The Supplies may not be used for military or nuclear applications without the prior written consent of the Seller. 13. Applicable law. Submission to Jurisdiction and Authority. These Terms and Conditions shall be governed by and interpreted in accordance with Spanish law. The parties expressly waive any other jurisdiction to which they may have recourse and submit to the jurisdiction and authority of the courts of the city of Barcelona. 14. Health and Safety at Work and Coordination 14.1 The Buyer will be solely responsible for the adoption of all measures required for the protection of health and safety in the workplace, therefore being responsible for (i) information on the risks inherent in the work centre where the contracted work will be carried out, (ii) the measures to be taken when an emergency situation arises, (iii) coordination between the various contracts and contractors involved in any given project, (iv) the duties concerning the consultation, participation and training of workers and, in general, (v) any other obligations that the Buyer may have regarding health and safety in the workplace arising from the application of the 31/1995 Act on Health and Safety at Work, both with regard to its own workers and those of its contractors. The relevant health and safety rules as defined by the Seller's internal regulations will be applied in addition to the above. However, if the Buyer's requirements are stricter, they shall be complied with. 14.2 The Seller is entitled to carry out the stoppage of the execution of the services in accordance with article 21 of the 31/1995 Act if it considers that the safety of personnel is not guaranteed, having a reasonable extension when any delay occurs and being compensated by the Buyer for any loss or damage it suffers, such as lost hours, personnel travel, allowances, immobilisation of equipment and tools, etc., with respect to the obligations and responsibilities foreseen in this clause and those included in the aforementioned 31/1995 Act on Health and Safety at Work. 15. Force Majeure 15.1 If the Seller is prevented, in whole or in part, from performing its contractual obligations, due to Force Majeure, the performance of the affected obligation(s) will be suspended, without any liability on the part of the Seller, for as long as is reasonably necessary under the circumstances. 15.2 Force Majeure shall mean any cause or circumstance beyond the reasonable control of the Seller, including but not limited to, strikes by suppliers, transport and services, failure of third party supplies, failure of transport systems, natural disasters, floods, storms, riots, strikes, labour disputes, work stoppages by the Seller's or its subcontractors' personnel, sabotage, acts, omissions or interventions of any government or agency thereof, accidental stoppages in the Seller's workshops due to breakdowns, etc., and other causes of force majeure included in the legislation in force directly or indirectly affecting the Seller's activities. 15.3 When a cause of force majeure occurs, the Seller shall notify the Buyer as soon as possible, stating the cause and its foreseeable duration. It shall also communicate the end of the cause, specifying how long it will take to comply with the obligation(s) suspended due to the cause of force majeure. The occurrence of a force majeure event will entitle the Seller to a reasonable extension of the delivery period. 15.4 If the cause of force majeure lasts longer than three (3) months, the Parties shall consult to try to find a fair and suitable in the circumstances, taking into account the Seller's problems. If no such solution can be found within 30 days, the Seller may terminate the order, without liability on its part, by notice in writing to the Buyer. 16. Confidentiality The Parties shall treat all documents, data, materials and information provided by one party to the other party in confidence and shall not disclose them to any third party or use them for any purpose other than the performance and development of the Supply, except with the prior written consent of the other party. The foregoing does not preclude the Seller from providing the name of the Buyer and the basic data of the Supply as part of its commercial references. 17. Termination 17.1. Either party may immediately terminate the order by written notice to the other party if the other party is in material breach of the order. No breach of the order will be considered material unless the breaching party has been notified in advance in writing and has failed to remedy the breach within thirty (30) days of notification. The following cases will also be grounds for termination: The dissolution and/or liquidation of either party, except in the context of mergers within the group to which each party belongs. The cessation of business of either party. The persistence of a force majeure event/suspension for longer than three (3) months from the date of receipt by a party of the first written communication sent by the affected party as referred to in Clause 15. Any other cause for termination expressly stated in other Clauses of these Terms and Conditions. 17.2 In the event of termination due to a cause attributable to the Seller, the Buyer: Shall pay the Seller the amount relating to the value of the equipment and materials already delivered in accordance with the prices set out in the order. The Buyer will have the right, but not the obligation: to purchase the equipment and materials pending delivery, paying for them upon delivery, and to assume the orders issued by the Seller to its suppliers and/or subcontractors. It will have the right to be compensated for any damages it suffers as a result of the Seller's breach, subject to the limits set out in Clause 11 of these Terms and Conditions. 17.3 In the event of termination for grounds attributable to the Buyer, the Seller will have the right to receive: The amount corresponding to the value of the equipment and materials already delivered according to the prices stated in the order. The amount of the undelivered equipment and materials which the Seller is obliged to receive from its subcontractors and/or suppliers, once they are delivered to the Buyer. The amount relating to the cancellation of orders issued by the Seller to its suppliers and/or subcontractors, where such cancellation is possible. Compensation for other damages suffered as a result of the Buyer's breach. 17.4 In the event of termination due to force majeure, the Seller will have the right to receive: The amount relating to the value of the equipment and materials already delivered according to the prices stated in the order. The amount of the undelivered equipment and materials which the Seller is obliged to receive from its subcontractors and/or suppliers, once they are delivered to the Buyer. The amount relating to the cancellation of orders issued by the Seller to its suppliers and/or subcontractors, where such cancellation is possible.
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