1. GENERAL SALES TERMS
These general terms of sale and acceptance by the buyer constitute an irrevocable proposal for the buyer and take an integral part of the commercial sale contract between PROTEVAL S.L and the buyer. Any agreement that modifies these conditions must be notified in writing, with the full acceptance of the seller.
This contract is regulated by these general terms of sale and failing that by the Commercial Code, supplementary laws, and commercial uses. In any case, this contract is subject to Spanish law, whose laws will be the only ones applicable.
2. PURPOSE OF THE SALE CONTRACT
The purpose of this contract are the goods in the quantity, quality, and species that is indicated in the body of the order, and regulated in accordance with the first stipulation. Once the order is received by the client and accepted by the seller, no modification can be made to it.
Orders will always be made in writing with the client’s signature, understanding that the general terms of sale have been accepted, and may be sent by email, fax, or post. Orders will not be firm until the seller has accepted them by sending the corresponding “order confirmation”.
Once the order is accepted by the seller, no modification can be made, except with the express authorization of the seller. In the event that an order is canceled, previously authorized by the seller, the buyer will be obliged to pay for the materials that have been used, expenses, and work carried out up to that moment.
The customer may place an “open order” within the period expressly specified in the order agreed between customer and seller, the present terms being applicable to each delivery.
4. SALES PRICE AND FORM OF PAYMENT.
The sales price is the one reflected in the acceptance of the order by the seller and does not include VAT. The client will pay the price of the goods in accordance with the terms established in the invoice and in these general terms.
Transportation will always be at the buyer’s expense.
Unless otherwise stated in writing, payment of invoices will be made in cash. Acceptance by the seller of checks, promissory notes, or other commercial or banknotes as a means of payment must be previously accepted by the seller and in any case, they will be understood to be received “except for a good purpose”, that is, the payment will be understood to have been made at the time the seller receives the funds.
Unless otherwise agreed, the client will assume the customs duties in his case and will carry out the procedures that may arise.
The delay in the payment of any invoice will mean that the buyer will automatically be in default, without the need for a judicial or extrajudicial requirement from the buyer. The delay in payment will give rise to the accrual of default interest provided for in Law 3/2004 of December 29, which establishes the measures to combat late payment in commercial operations.
In the event of non-payment, the client will be obliged to pay all collection expenses, including legal costs, and attorney and solicitor fees, even if their intervention is not mandatory.
5. DELIVERY TERMS AND CONDITIONS.
The seller will make the goods available to the buyer within a maximum period of 45 days from the seller’s order confirmation unless in order to start manufacturing the product it is necessary for the buyer to deliver measurements, documents, or other necessary information to the seller that is required, in which case the term will begin to count as soon as the seller has all the required information and documents.
This period will not be applicable in the event of force majeure or when the delay is due to causes not attributable to the seller.
In the event of any modification to the order, the period will start again from that moment.
Unless the parties expressly agree otherwise, the merchandise is delivered in EX-WORKS conditions. The seller will send a notification of “making the merchandise available” so that from the date said merchandise is made available, all risks and responsibilities concerning the product will be transferred to the customer.
The parties accept said commercial term as contractual content and therefore will fulfill, respectively, the obligations incumbent upon them according to the aforementioned commercial term and will bear the risk in the form in which it is distributed in the aforementioned INCOTERM.
6. FORCE MAJEURE
The breach or non-exact fulfillment of the seller due to causes beyond his control due to unforeseeable circumstances or force majeure, will not produce any responsibility for the seller.
7. RESERVATION OF TITLE
The seller reserves the property of the merchandise until the buyer’s full payment. Deliveries of checks, promissory notes or other commercial paper, and bank drafts paid by the buyer will not be considered payments until they are effective.
8. SANITATION FOR EXISTENCE OF DEFECTS
The seller guarantees the buyer that at the time of delivery, the goods are free of manufacturing defects and that they are delivered in accordance with the product specifications.
If at the time the buyer receives the goods, they contain manifest vices or defects, they must declare it to the seller in writing, being in compliance with the terms and content of articles 336 and 342 of the Commercial Code. In the event that they are hidden, the buyer must notify the seller as soon as he is aware of their existence and in any case within thirty days of receiving the merchandise.
In any case, the seller may carry out the checks it deems appropriate to determine the nature and scope of any defect that is reported, the buyer is obliged to provide the collaboration that is required.
9. PRODUCT LIABILITY.
The seller will not be in any case responsible for damages of any nature that may arise from the use of the product.
The seller will not be responsible for any loss of the product after it has been made available.
10. BREACHES. NON-PAYMENT.
Breach of this contract by either party will lead the other to terminate the contract or demand compliance with it, claiming in both cases for the damages caused by the breach.
The parties expressly agree that any claim made by the buyer for breach of the seller will be limited to the purchase value of the products. In no case will the seller be liable to the buyer for lost profits, loss of income, inactivity costs, or, in general, for losses of any kind that the buyer may suffer from non-delivery or defective delivery of the product.
Especially, the lack of punctual compliance or non-payment of the price by the buyer will lead the seller to the termination of the contract, having the right to demand damages from the buyer, including loss of profits, without prejudice to the reimbursement of expenses. you have made.
The seller may terminate the contract or cancel it in the event of a declaration of insolvency by the buyer or any similar situation of insolvency. In either case, the damages caused to the seller, including the loss of profits, will be borne by the buyer.
11. MANUFACTURING GUARANTEE
PROTEVAL S.L, guarantees its products for a period of six months, counting from the availability of the merchandise.
Any claim within this period must be communicated to the seller reliably.
The seller will replace or repair the parts of the product that in his opinion are affected by the defect.
The warranty will exclusively include the labor and materials necessary for the repair or replacement of the product. The parties expressly agree that the repair of the product will always be carried out at the headquarters of PROTEVAL S.L. However, if exceptionally the opposite is agreed, the expenses for travel, travel, accommodation, maintenance, and subsistence of the technicians of the selling party will always be paid by the buyer.
For the warranty to take effect, the defective product must bring the product label that identifies it. Without the product label, the buyer will not be entitled to the manufacturing warranty stipulated in this clause.
In no case will the seller be responsible for the inappropriate or improper use of the product or for the normal wear and tear of the product.
In any case, normal wear will be considered that which occurs as a consequence of the use of the same as well as the action of external agents or atmosphere.
12. APPLICABLE LAW
This contract, both in relation to the requirements for its existence and in terms of the related obligations, responsibilities, breaches, and consequences, is subject to Spanish law, whose laws will be the only applicable ones.
For any controversy that may arise between the parties on the occasion of this contract, effectiveness, validity, interpretation, and compliance or breach of the obligations contracted therein, the parties renouncing their own jurisdiction agree that they will submit exclusively to the jurisdiction of the Courts of the city Torrente (Valencia, Spain).
14. DATA PROTECTION
In compliance with Organic Law 15/1999 of December 13, Protection of Personal Data, you are informed that data of this nature will become part of a file owned by PROTEVAL, S.L. The client may exercise the rights of access, rectification, cancellation, and opposition, rights that can be enforced by contacting PROTEVAL, S.L, Comarca de L’Horta nº 23 Aldaya (Valencia) or via e-mail to the following address: