General Conditions of Sale
1 - DEFINITIONS.
For the purposes of these Terms and Conditions:
Epidor Seals and Rubber Technology, S.L., with NIF B-66764135, a Spanish company with registered office at 08185 - Lliçà de Vall (Barcelona), Polígono Els Batzacs, Calle Xops number 5, and registered in the Mercantile Registry of Barcelona, volume 45379, folio 7, page number B-485851, entry 1. infoweb@epidor-srt.com
Client: Any individual or legal entity that purchases products or services from EPIDOR SRT.
Standard product orders: Orders referring to EPIDOR SRT products, which usually appear in its catalogs, web, intranet or brochures, and do not require additional manufacturing or assembly processes.
Orders for non-standard products or special fabrications: Orders relating to EPIDOR SRT products that require any additional or special manufacturing or assembly process, at the specific written request of the Customer.
Additional costs: Expenses derived from concepts other than the base price of the product, accrued as a consequence of the Customer's order, such as: kits, units per package, special labels, non-standard packaging, or any other duly accredited concept.
2 - SCOPE OF APPLICATION AND VALIDITY.
2.1. All sales and supplies of products and/or services provided by EPIDOR SRT shall be governed by these general conditions of sale (hereinafter, the “Conditions”), except for those particular conditions that may be agreed with each Client in the corresponding offer or in the acceptance of the order.
2.2. The Customer shall be deemed to have accepted these Conditions from the moment he/she has been expressly informed of their existence, either through the EPIDOR SRT website or through the offer or order itself.
2.3. These General Conditions shall remain in force until the termination of the contract between the parties and extinction of all obligations assumed by each party. These conditions may be modified so it is the Client's responsibility to consult them periodically and, especially, when placing an order, since the Conditions in force at that time will be those that are applicable.
2.4. The non-incorporation in the order of the clauses of the general conditions or the declaration of nullity of any of the same shall not determine the total ineffectiveness of the contract, and the latter may subsist without the provision declared null and void.
2.5. Any condition proposed by the Client other than these, which is not expressly accepted in writing by EPIDOR SRT, shall be ineffective and non-binding.
2.6. The documents issued by EPIDOR SRT other than these Conditions, such as: brochures, catalogs, quotations, technical specifications, drawings, etc., are for information purposes only and EPIDOR SRT reserves the right to modify them at any time, without prejudice to the particular conditions agreed with its Clients.
3 - ORDERS.
3.1. The order may be placed by the Customer through any means made available by EPIDOR SRT, including, but not limited to, e-mail, telephone, the Customer's own shopping portals, chat, extranet provided to the Customer, store counter, etc.
3.2. When placing an order, the Client shall detail as specifically as possible, in addition to the number of units and the place of delivery, the product or service requested from EPIDOR SRT as stated in the Catalogues, web page, offers or consultations.
3.3. When placing the order, the Customer is informed of the price of the product or services ordered and of the shipping and delivery costs, committing, upon acceptance of the offer, to receive the products or services purchased and to pay the agreed price, including, if applicable, the delivery costs, without prejudice to what will be said regarding the possibility of cancellation in the following general condition.
3.4. For orders of non-standard products or special fabrications, the Customer shall also provide a detailed drawing and shall pay, if required, for the tooling prior to the start of production.
3.5. The offers, drawings, designs, assemblies and any other documentation related to the order made by EPIDOR SRT are its exclusive property as a result of its knowledge, in accordance with the provisions of general condition 15 of these Conditions. Therefore, the Client may not transfer them to third parties without the express written consent of EPIDOR SRT.
3.6. The order shall only include the equipment and materials detailed in the offer or quotation expressly accepted by the Customer.
3.7. A minimum order amount of 20 euros is established. In the event that the amount of the order is lower, the indicated minimum will be invoiced.
4 - CANCELLATIONS AND MODIFICATIONS OF ORDERS.
4.1. Orders for non-standard products or special fabrications already accepted by EPIDOR SRT cannot be cancelled.
4.2. Cancellation of orders for standard products accepted by EPIDOR SRT will require your written consent. All cancellations accepted by EPIDOR SRT of standard products shall entail an additional payment of 10% of the total amount quoted for handling fees. If the cancellation also entails any damage or loss, EPIDOR SRT may claim payment of the same from the Client.
EPIDOR SRT shall only accept modifications and/or variations of the design, scope, deadlines or other terms of an order if these are notified by the Client in writing and with due notice. In the event that such modifications and/or variations impose additional or more onerous obligations on EPIDOR SRT, EPIDOR SRT shall be entitled to make an equitable adjustment of the contractual terms, both financially and in the variation of the delivery time.
5 - DELIVERY.
5.1. EPIDOR SRT assumes the commitment to comply with the delivery terms agreed with the Client. However, the delivery times stated in any documents prepared by EPIDOR SRT are always indicative, and may be modified for production reasons, delays in subcontracting, etc., a circumstance that is known and expressly accepted by the Client, so that any delays that may occur in the delivery of the products will not result in the termination of the contract or compensation or penalties of any kind.
5.2. The Customer accepts the shipment of partial lots of products when circumstances of service, production or storage so require.
5.3. In the event that additional costs are incurred as a result of an order of any kind, this shall be stated in the offer, quotation or order and such costs shall be borne by the Customer, who shall pay them together with the amount of the products supplied.
EPIDOR SRT reserves the right to deliver orders corresponding only to units packaged in multiples or corresponding to packaging batches in which the admissible packaging tolerance is plus or minus 2%, as well as, in special productions, to deliver more or less than 10% of the quantities subject to each order, according to its availability at any given time.
5.5. If the Client is in arrears with the agreed payments or ceases its activity, EPIDOR SRT may suspend, provisionally or definitively, or cancel, at its option, the orders pending at that time, block the account and/or the supply of materials, without prejudice to requiring the Client to make the overdue payments and to claim, if necessary, additional compensation for the suspension or cancellation of the supply or execution of the agreed services.
6 - TRANSPORTATION.
Unless otherwise expressly agreed with the Client, all goods shall be subject to INCOTERMS EX WORKS, and therefore travel at the risk and expense of the Client, and EPIDOR SRT shall not be liable for any risk of deterioration or loss of the goods.
6.2. The products must be collected within a maximum period of 7 days, from the communication to the Client that they are available at the facilities of EPIDOR SRT, and EPIDOR SRT may charge the Client for storage costs and other costs that may be generated, if the products are not collected within the aforementioned period.
Without prejudice to the foregoing, if the Client does not collect the ordered products from EPIDOR SRT's warehouses and/or facilities within a maximum period of 21 days from the communication that they are at its disposal, EPIDOR SRT may demand performance or terminate the supply contract, in accordance with the provisions of general condition 13 hereof.
Damages and defects caused to the products from the time they are at the Customer's disposal shall be for the Customer's account.
6.3. All EPIDOR SRT products are delivered to the carrier after a thorough quality and packaging control, so that at the time of delivery the Client must carefully examine and recognize the material received in terms of quality and quantity. In the event that, at the time of delivery, damage or defects in quantity or quality are detected in the packaging or in the product, the Customer must immediately notify EPIDOR SRT, stating this on the corresponding delivery note or, at the latest, within 4 days of delivery.
7 - PRICING.
7.1. The Client may request at any time to EPIDOR SRT the price of the products or services in which it is interested. These prices shall only be valid for the period indicated by EPIDOR SRT in its communications to the Client. If no period of validity is stated, it shall be understood to be only 15 days.
7.2. The price invoiced shall be, in any case, the price in force of the product at the time of the formalization of the order by the Customer and its acceptance by EPIDOR SRT.
7.3. The prices indicated to the Client will always be expressed in euros and will not include VAT or any other taxes, fees, transport costs, certificate or other concepts. Consequently, the price of the purchased product shall be increased with taxes and or fees in force at the time of purchase, as well as transport costs or any other concepts that may apply.
7.4. EPIDOR SRT may modify the price lists at any time, without prejudice to the prices agreed in the contracts in force with its Clients.
7.5. If during the manufacturing of the orders the prices are modified due to fluctuations in raw materials or other reasons beyond EPIDOR SRT's control, the Customer shall be notified and shall be obliged to assume this price increase.
Once EPIDOR SRT has communicated the modification of the prices of the order, the Customer shall have a period of 15 days from the communication to express its disagreement, after which the modification shall be considered validly accepted by the Customer for all purposes.
If the price increase is not accepted, EPIDOR SRT will value the work carried out with the relevant costs accrued up to that moment and will issue the corresponding invoice in the Client's name, which must be paid by the Client within a maximum period of 30 days from the date it is presented for payment. Once the invoice has been paid, the Client will have 30 days to collect the material. Once these 30 days have elapsed, EPIDOR SRT will be fully released to make use of the material, the Client not having the right to claim anything for this concept.
7.6. The prices of EPIDOR SRT products refer to units. In the case of products with packaging containing several units, the minimum sale price is one package and it shall be expressly indicated if the sale price corresponds to the whole.
7.7. Any information relating to the prices of items that is published in any medium (catalogs, price lists, webshops, etc.) shall not be considered an offer. In case of divergences between prices, the price of the offer or order accepted by the Customer shall always prevail.
8 - TERMS OF PAYMENT.
8.1. The only valid payment conditions shall be those included in the offer, order or quotation expressly accepted by the Client and by EPIDOR SRT, and shall be governed by the provisions of Law 15/2010, of July 5, amending Law 3/2004, of December 29, establishing measures to combat late payment in commercial transactions.
If the terms and conditions are not agreed upon, the Customer shall pay in advance and in cash.
8.2. In general and unless otherwise agreed in writing, EPIDOR SRT shall invoice each Client's order individually, issuing the invoice within 15 days from the date of the delivery note.
8.3. Invoice amounts are not subject to negotiation or discount.
8.4. All bank charges arising from non-payment shall be passed on to the Client.
8.5. In the event of delay or non-compliance with the agreed payments by the Client, the Client shall be obliged to pay EPIDOR SRT, without the need for any prior notice and from the due date of payment, the default interest provided for in Article 7 of Law 3/2004, of December 29th. The payment of this interest shall not release the Client from the obligation to make the rest of the payments under the agreed conditions. Likewise, when the Client is in default, he/she shall be obliged to pay EPIDOR SRT the compensation for collection costs provided for in Article 8 of the same Law.
8.6. EPIDOR SRT reserves the right to cancel any credit granted in case of non-compliance with payment deadlines or doubts about the solvency of the Customer, demanding immediate payment in advance of any goods ordered by the Customer.
9 - RETURNS AND RESALE.
9.1. EPIDOR SRT will not accept returns of any type of products or services, once received to the Customer's satisfaction or made available to him/her.
9.2. Exceptionally EPIDOR SRT may accept returns of standard products provided that each and every one of the following conditions are met:
- That there is a request for return by the Client and EPIDOR SRT in turn accepts it in writing.
- That the returned product is deposited by the Customer in EPIDOR SRT's original warehouses within a maximum period of 7 days from its delivery.
- That the returns are made with the original packaging, the material unused and in perfect condition, accompanied by a copy of the delivery note.
- That the Reception Department and the Quality Control Department of EPIDOR SRT give their conformity to the returned product.
- That the Client pays all expenses incurred by the return, including handling fees as stipulated in general condition 4.2, as well as any damages that may have been caused to EPIDOR SRT for this reason.
9.3. In any case, EPIDOR SRT reserves the right not to accept the return, especially if its poor condition is due to defects in storage, conservation, transport or handling.
9.4. Returns travel at the risk and expense of the Customer, unless they are due to an error or cause attributable to EPIDOR SRT, in which case written acceptance by EPIDOR SRT shall be required.
9.5. In no case, returns of special manufactures, machined items, or in general any non-standard product will be accepted.
9.6. The reseller Customers are responsible for their relationship with the final recipient and may not transfer to EPIDOR SRT any liability arising from events subsequent to the delivery of the product, except as provided for in the cases expressly provided by law.
10 - WARRANTY.
10.1. Any complaint about the content of the delivery note or about the products or services purchased, must be made in writing to EPIDOR SRT, at the latest, within 4 days after delivery.
10.2. EPIDOR SRT guarantees the quality of its products according to the standards of their manufacturers, who will decide whether to repair or replace the defective product.
10.3. In any case, in order to accept the replacement of a product, it will be necessary to have the conformity of the Technical Department and the Quality and Control Department of EPIDOR SRT, prior communication to the corresponding manufacturer.
10.4. EPIDOR SRT is not responsible for claims arising from improper product selection and/or poor assembly.
10.5. In any case, claims to EPIDOR SRT arising from damage to the products due to handling by the Client and/or its employees, transport or third parties outside EPIDOR SRT shall not be accepted.
10.6. The content of EPIDOR SRT catalogs (technical specifications, drawings, etc.) is for information purposes only and does not in itself create any commitment or contract with the Customer.
11 - TREATMENT OF PACKAGING AND WASTE.
11.1. For the purposes of Royal Decree 782/1998, of April 30, which approves the Regulation for the development and execution of Law 11/1997 of April 24, 1997, on Packaging and Packaging Waste, it is explicitly stated that in all operations of sale or transfer of EPIDOR SRT Products, the person responsible for the delivery of the packaging waste or used packaging for its correct environmental management, shall be the final holder.
12 - FORCE MAJEURE
12.1. EPIDOR SRT may suspend or delay the delivery of the products, due to Force Majeure, without any liability on its part for the time reasonably necessary under the circumstances.
12.2. Force Majeure shall mean any cause or circumstance beyond the reasonable control of EPIDOR SRT, including, but not limited to, strikes of suppliers, transport and services, failures in third party supplies, failures in transport systems, natural disasters, floods, storms, riots, strikes, labor disputes, stoppages of the internal personnel of EPIDOR SRT or its subcontractors, sabotage, acts, omissions or interventions of any type of government or agency thereof, accidental stoppages in EPIDOR SRT's workshops due to breakdowns or other causes not attributable to it and other force majeure causes contemplated in the legislation in force that may directly or indirectly affect EPIDOR SRT's activities.
12.3. In such a case, EPIDOR SRT undertakes to communicate to the Client as soon as possible the existence of the cause of Force Majeure, as well as its foreseeable duration. It shall also communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended due to the same.
13 - TERMINATION OF THE CONTRACT.
13.1. In the event of non-compliance by the Client of any of the obligations at its expense, in particular if it partially or totally defaults on EPIDOR SRT's invoices, EPIDOR SRT may, upon three days' prior written notice, demand performance of the contract and full payment of the sums due, plus the agreed interest for late payment, bank and administrative expenses accrued, or terminate the contract by right, requesting the return of the goods with transport costs to be borne by the Customer, together with all damages caused, and compensation equal to 10 % on the total price of unpaid orders, which is expressly agreed as a penalty clause.
13.2. The Client shall also be entitled to terminate the contract in the event of non-compliance by EPIDOR SRT of the contractually assumed obligations.
14 - LIMITATION OF LIABILITY.
The liability of EPIDOR SRT, its agents, employees, subcontractors and suppliers for claims arising from the performance or non-performance of its contractual obligations shall not exceed, in the aggregate, the basic contractual price and shall in no event include damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims of Buyer's customers, substitute energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind.
14.2. The limitation of liability contained in this clause shall prevail over any other clause contained in any other contractual document that is contradictory or inconsistent with the same, unless such provision further restricts the liability of EPIDOR SRT.
14.3. In the event that the products manufactured by EPIDOR SRT have been made on the basis of designs, drawings or specifications indicated by the Client, EPIDOR SRT shall not be held responsible if such products are not approved or do not comply with the function or use intended by the Client.
14.4. In any case, EPIDOR SRT is not responsible for and does not guarantee the electrical material required for the product requested by the Customer.
15 - INTELLECTUAL AND INDUSTRIAL PROPERTY.
15.1. All designs, plans, sketches, ideas, drawings, software, data and any other files that may constitute the object of the order are the exclusive property of EPIDOR SRT, expressly reserving the intellectual and industrial property rights. Consequently, the Client may not use or dispose of them or make them accessible to third parties without the prior written consent of EPIDOR SRT.
16 - APPLICABLE LAW, COMPETENCE AND JURISDICTION.
16.1. These General Conditions shall be governed by Spanish law.
16.2. Any dispute that may arise from the application or interpretation of these Conditions shall be submitted to the jurisdiction of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may be applicable.