General terms and conditions of sale
1. General. 1.1 The sales and supplies of service and system components (hereinafter, the "Supplies") to be made by NOVOLUX LIGHTING, S.L. (hereinafter, the Seller) shall be governed by these General Terms and Conditions of Sale, unless expressly agreed otherwise in the corresponding offer or in the acceptance of the order and that constitutes its specific terms and conditions. Therefore, any other terms and conditions that have not been expressly accepted by the Seller are for all purposes invalid. 1.2 These General Terms and Conditions will be deemed to have been communicated to the Buyer as soon as the Buyer is informed of the website on which these General Terms and Conditions are to be found or receives an offer from the Seller accompanied by these Terms and Conditions. Alternatively, they will be deemed to have been communicated if the Buyer has previously received them in the course of their business relationship with the Seller; in all these cases they will be deemed to have been accepted by the Buyer, for all relevant purposes, by placing their order. 2. Intellectual and industrial property. The intellectual and/or industrial property of the offer, in all its terms, and the information that accompanies it, as well as the information about the equipment that is the subject of the Supply and about the elements, plans, drawings, software, etc., incorporated in or relating to the same, belong to the Seller or to its suppliers, and therefore their use by the Buyer for purposes other than the fulfilment of the order is expressly prohibited, as is their total or partial copying or assignment of use to third parties without the prior written consent of the Seller. 3. Formalisation of orders and scope of the Supply. 3.1 The scope of the Supply shall be clearly specified in the Buyer’s order. In order to be considered effective, the order must be expressly accepted by the Seller, except in those cases in which, given the regular nature of the Supply, this requirement has been eliminated by mutual agreement. 3.2 The Supply includes only the equipment and materials which are the subject of the order, except in cases where additional documentation, information, support or service is explicitly included in the Buyer's order which has been accepted by the Seller. 3.3 The weights, dimensions, capacities, technical specifications and configurations relating to the Seller's products contained in catalogues, brochures, leaflets and technical literature are of an indicative and non-binding nature, except in cases where the Seller accepts a closed specification from the Buyer, which must form part of the order documents. 3.4 Amendments and/or variations to the scope, timing or other terms of an order that may be proposed by one party must be notified to the other party, always in writing, and, in order to be valid, must be accepted by that party. Amendments and/or variations will also be deemed to be those caused by changes in applicable legislation, regulations and standards occurring after the date of submission of the relevant offer; if such amendments and/or variations impose additional or more onerous obligations on the Seller, the Seller will be entitled to a fair adjustment of the contractual terms that fully reflects the consequences of the new or amended law or regulation. 4. Prices. 4.1 The prices of the Supply are net, do not include VAT and any other tax, duty or fee, which will be subsequently charged in the invoice at the relevant rates. Unless there is a stipulation to the contrary in the order, or an agreement to the contrary between the Buyer and the Seller arising from their business relationship, the prices of the Supply do not include packaging, transport, charges or insurance and are considered to be ex works of the Seller. These prices are only valid for the order of all the materials specified in the offer. 4.2 In the case of pre-order quotations, the prices quoted are valid for one month and during this period shall be considered as fixed at the payment terms specified in the quotation, unless the Supply quoted consists of imported equipment subject to currency exchange contingencies or the payment of duties and taxes, in which case the price quoted shall be adjusted in accordance with said variations. 4.3 The payment conditions specified in the offer are applicable to the prices stated in the offer. If these payment conditions change, the offer prices shall be revised. 4.4 Once the order has been accepted by the Seller, the prices of the Supply shall be considered fixed and not subject to revision. However, a price revision shall be applicable when: (a) It has been agreed between the Buyer and the Seller. (b) the time for delivery or acceptance has been delayed for reasons directly or indirectly attributable to the Buyer. c) The scope of the Supply has been amended at the request of the Buyer, and, in general, if any variation and/or amendment takes place by virtue of the provisions of these Terms and Conditions. (d) prices have been quoted in a currency other than the EURO that results in a change in parity with the EURO from the date of the order to the contractual invoicing dates of each milestone. e) The Buyer has unilaterally suspended the Supply that is the subject of the order. 5. Terms of payment. 5.1 The Seller's offer or, if there is no such offer, the Buyer's order accepted by the Seller, shall include the terms of payment for the Supply. Pre-specified payment terms may also be used within the framework of an ongoing business relationship agreement between the Buyer and the Seller. These payment conditions must comply with the provisions of the 5/2010 Act of 5th July, amending the 3/2004 Act of 29th December, which establishes measures to combat late payment in commercial transactions, without in any case exceeding the maximum periods established therein. 5.2 In the absence of any other agreement, the payment term will be sixty (60) days after the date of delivery by the Seller of the relevant components, equipment or systems. 5.3 Payment shall be made on the agreed terms, to the Seller's bank account or by any other agreed procedure. Payment shall be made without any deductions such as unagreed deductions, discounts, expenses, taxes or fees, or any other deductions. 5.4 If, for reasons beyond the Seller's control, the delivery, assembly, set-up or acceptance of the Supply is delayed, the contractual payment conditions and deadlines shall be maintained. 5.5 In the event of late payment by the Buyer, the Buyer must pay the Seller, without any need for any demand and from the due date of payment, the default interest on the delayed payment, which shall be calculated in accordance with the provisions of article 7 of the 3/2004 Act of 29th December. The payment of said interest will not release the Buyer from the obligation to make the remaining payments in accordance with the agreed terms. 5.6 In the event of the Buyer incurring delays in the agreed payments, the Seller may temporarily or permanently suspend, as it chooses, the delivery of the Supply or the execution of the services associated with the payment, without prejudice to requiring the Buyer to make the delayed payments and to claim additional compensation from the Buyer, where appropriate, for this suspension of the Supply or execution of the agreed services. 5.7 If a claim is made by the Buyer, this does not entitle the Buyer to any suspension or deduction of payments due. 5.8 The equipment and materials ordered shall be supplied under retention of title in favour of the Seller, until the Buyer's payment obligations have been fully met, and the Buyer must cooperate and take all necessary or appropriate measures and all measures proposed by the Seller to safeguard its ownership of said equipment and materials. 6. Time and conditions of delivery. 6.1 The delivery time is understood to be for material delivered to the location under the conditions indicated in the acceptance of the order. If the delivery location is not specified therein, the Supply shall be deemed to be located at the Seller's factory or warehouses. In order for the delivery period to be binding for the Seller, the Buyer must have strictly complied with the payment schedule, if there is one. 6.2 The delivery period shall be amended when: a) The Buyer fails to deliver the documentation that is necessary for the execution of the Supply on time.
b) The Buyer requests changes to the order, which are accepted by the Seller and which, in the opinion of the Seller, require an extension of the delivery period. c) The execution of work by the Buyer or its subcontractors is indispensable for the performance of the Supply, and this work has not been executed on time. d) The Buyer has failed to fulfil any of the contractual obligations of the order, in particular with regard to payments.
e) For reasons not directly attributable to the Seller, delays occur in the production or availability of all or some of the elements of the supply. These include, but are not limited to, the following causes of delay: strikes by suppliers, transport and services, failures in supplies by third parties, failures in transport systems, floods, storms, riots, strikes, work stoppages by the Seller's personnel or its subcontractors, sabotage, accidental stoppages in the Seller's workshops due to breakdowns, etc. and the causes of force majeure included in the legislation in force as set out in Clause 15. f) The Buyer has unilaterally suspended the Supply that is the subject of the order. In the foregoing cases, delays in the delivery period shall not modify the payment schedule for the Supply. 6.3 In the event of a delay in the delivery of the equipment and materials subject to the order directly attributable to the Seller, the Buyer shall apply the penalty previously agreed with the Seller, this penalty being the only possible compensation action due to delay. 7. Packaging, transport. 7.1 Unless previously agreed with the Buyer, the packaging of the equipment and materials that are the subject of the Supply shall be subject to an additional charge on the sale price, and refunds will not be granted. Pursuant to Royal Decree 782/98 of 30th April, Article 18, and the 11/1997 Act of 24th April, on Packaging and Packaging Waste, as the final recipient of our packaging, it is the Buyer's responsibility to apply the most suitable environmental treatment to it (regeneration, reuse or recycling). 7.2 Unless previously agreed with the Buyer, transport, including loading and unloading, shall be carried out at the Buyer's cost and risk, and the Seller shall not be liable for any claim for damage or impairment to the Supply, and the Buyer shall be responsible for accepting these risks. 7.3 If the equipment is ready for delivery or, alternatively, awaiting agreed tests, and the Buyer does not remove it or does not agree with the Seller to store it at the Seller's premises under agreed conditions, all costs incurred for storage, assessed at the Seller's discretion, shall be borne by the Buyer, who shall also bear all risks to the stored material. 8. Inspection and Acceptance. 8.1 Unless otherwise expressly stipulated in the Seller's offer or Buyer's order accepted by the Seller, inspections and tests during production and final inspection prior to shipment of the supply shall be carried out by the Seller. Any additional tests required by the Buyer shall be specified in the order, listing the applicable standards and the place and company name, if there is one, where these tests are to be carried out. These additional tests must be approved by the Seller and shall be carried out at the Buyer's expense. 8.2 Once the Supply has been received, the Buyer shall check its contents within a period of no more than 5 days from its receipt, in order to find any possible defects and/or faults that might be
attributable to the Seller, communicating, where appropriate, the existence of said defects and/or faults immediately to the Seller. 8.3 If the Supply has defects and/or faults attributable to the Seller, the Seller shall take the necessary measures for their elimination.
8.4 Except in the case where acceptance tests have been established under conditions and on dates agreed between the Seller and the Buyer, as indicated in section 8.1, once 5 days have elapsed since receipt of the Supply by the Buyer without the Seller having received written notification of any defects or faults, the Supply shall be considered to have been accepted, and the guarantee period shall start to run from that moment onwards. 8.5 The Supply shall be deemed, for all purposes, to have been accepted by the Buyer if, having agreed acceptance tests, these are not carried out within the stipulated period for reasons not attributable to the Seller or if the Buyer begins to use the Supply.
82
Made with FlippingBook flipbook maker