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GENERAL SALE CONDITIONS
These conditions will be applied to all orders and, in general, to all sales received by Técnicas Reunidas de Automoción, S.A. (hereafter referred to as the Seller) |
I.) GENERAL SPECIFICATIONS
- These General Sale Conditions, together with the Seller’s written offer, will remain over any agreement or correspondence, and constitute the only and complete agreement between the Buyer and Seller about the conditions which controls the Order.
- The quotation prepared by the Seller, through the Offer or Proforma Invoice documents, has a validity of 30 days from its issue date. However, the Seller reserves its right of total or partial revocation about the offer before the reception of the order..
- The specifications indicated in catalogues, drawings, pictures and, in general, all those included in the quotations, whatever format they have, will be considered as approximate. In this sense, the Seller reserves it right to include all the amendments he may need, without prior warning.
- The cancellation of the orders received from the Buyer, will be only accepted by mutual agreement. The cancellation of the order by the Buyer without mutual consent, will be considered as an unilateral cancellation and will involve a penalty of 5% over the total amount of the order
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II) PRICE – REVISION
- Except for formal consent by the Buyer, the Offer and Proforma Invoice documents issued by the Seller will be considered according to the instructions and needs of the Buyer.
- The quoted prices are based on the cost of the materials and labour hand on the date of the Offer Document / Proforma Invoice, and will be revised according to the Seller’s conditions.
- The quoted prices are valid subject to opinion.
- All current and future taxes applied on this Contract or others, will be charged to the Buyer.
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II) DELIVERY
- The Seller will deliver the products to the Buyer, as soon as they are ready in his storehouse / loading facilities.
- Once the products have been delivered total or partially, the property, loss and damage risks will be transferred to the Buyer.
- The delivery date agreed between both parts will be applied from the reception date of the Buyer’s order by the Seller, whenever the Buyer has made the first payment, if it corresponds, according to the conditions previously agreed, and the Seller has received the information required to start production.
- The Seller has the right to delay the delivery if he has not received the payment from the Buyer on the due date. He also has this right in case there is any modification on the specifications of the products proposed by the Buyer and accepted by the Seller after the Order confirmation.
- If all products or a part of them cannot be delivered when they are ready, due to any of the causes indicated in section V, the Seller can leave these products in his warehouse after 15 days from the availability confirmation. In such case: (a) The Seller’s delivery obligations will be considered as fulfilled and the risks referred in section B will be transferred to the Buyer, if it has not been done before; (b) The amount to be paid to the Seller at the delivery of the goods will be the same that the one which corresponds at the delivery of the invoice; (c) The Buyer will have to pay the expenses to leave the goods in the Seller’s warehouse according to the current price list.
- The incidences about the quantity / quality of the pallets noted by the Buyer at the reception of the goods, will be written in the delivery note of the carrier and will be confirmed to the Seller within 24 hours after the delivery of the products.
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IV) PAYMENT
- The price fixed will be paid by the Buyer on the dates agreed.
- In case of delay in the payment, the Seller, to the detriment of executing the process, will charge the financial expenses calculated according to the annual interest rate which stems from increasing one point in the interest rate for discount operations in Commercial Banks, valid at its expiry date.
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| V) DELAY IN DELIVERIES
The delivery date agreed will be extended, without any responsibility for the Seller, for the same period as the time lost due to the existence of unforeseeable circumstances or “force majeure”, such as unpredictable or unavoidable events, causes beyond the Seller’s control as delays or rejections in the delivery of materials or components, delays in the authorisation proceedings or official documents, impossibility of getting manpower, transport means, etc… or other inconveniences caused by the Buyer. The extension of the delivery date will be applied even when this situation happens after the Seller has delayed the delivery due to other reasons. |
VI) ASSEMBLY, DEMONSTRATION, PACKAGING, TRANSPORT AND INSURANCE
- The assembly, demonstration, packaging, transport and insurance are not included in the sale price unless otherwise expressly specified in writing.
- As agreed in the contract or by unilateral decision of the Seller, due to the nature of the product, it can be delivered duly packaged with the packaging expenses charged to the Buyer.
- The transport and insurance are at the expense of the Buyer, unless otherwise expressly specified in writing. However, the Seller can arrange them upon the Buyer’s request but the Buyer will be responsible for the load of the goods.
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VII) MATERIAL RETURN
- To accept the return of the goods supplied by the Seller, the customer will have to fulfil all and every requirement as follows, according to this order: (a) That the Buyer has contacted the Seller’s contact person to be allowed to return the goods and the Authorization of Material Return, specifying the references and quantities to be returned, delivery notes or invoices number and the causes of the return, as well. (b) That the Buyer’s parcel is clearly identified in the Authorization of Material Return indicated by the Seller’s contact person and that the consignment is not delayed more than ten days after the reception of the Authorization of Material Return. (c) That the goods supplied have been confirmed to the Seller specifically upon the Buyer’s request. (d) That the return of the goods to the Buyer is paid by the Seller.
- The returns which are not caused by a Seller’s mistake or incidence, will have an additional fee of 5% over the sale price due to handling expenses, re-storage and administration. This additional fee will be deduced from the credit note for returning the goods, as the transport expenses or any other cost to be paid by the Seller to arrange the return of the goods. The goods which are not received in perfect conditions, with their original packaging and without having been handled will not be credited and will stay at the Buyer’s storehouse for a maximum period of six months after the reception date. After this period, the property of the goods will be transferred to the Seller.
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VIII) GUARANTIES
- The Seller will guarantee his products against any failure directly and exclusively due to default materials or production, discovered in a 24-month period from the moment they are ready for delivery, whenever the fault is immediately notified to the Seller, and it is duly proved.
- Any non-conformity with the product supplied will have to be confirmed to the Seller expressly and in writing.
- The guaranty presupposes that the products have been duly installed, used and maintained, and it will not be extended to those elements which are perishable or the ones considered as consumable.
- According to this guaranty, at Seller’s choice, engages himself to repair or replace the failure parts in the most convenient place for him. The parts to be replaced will own to the Seller.
- The guaranty does not cover the even costs of the transport the repair may involve.
- The action to make the guaranty effective will expiry at six months from the detection of the faults, always within the previously indicated delay.
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IX) LIMITATION OF LIABILITY
- The total liability of the Seller, including his subcontractors, due to any contract claim or out of the contract claim, will have as limit the price which corresponds to the product, service or component claimed.
- On no account will the Seller or his contractors be responsible for the damages such as lost profit, financial charges, customer’s claims caused by interruptions in the service of the supply and, in general, any other labour cost, general expenses, transport or replacement of industrial installations or source of supply.
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| X) DISPUTE – JURISDICTION
Any dispute resulting directly or indirectly from this contract will be subjected to the Judge and Courts from Burgos, with declaration of surrender to any other Jurisdiction. |
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