STANDARD TERMS AND CONDITIONS OF SALE.
Quotations are submitted and orders are accepted only upon and subject to Conditions of Sale as herein set out and stated in valid price list. Unless expressly agreed and accepted by the Seller in writing, any terms in a Buyer’s order forms, which are inconsistent with these Conditions, will be deemed to be inapplicable.
All quotations are tendered without engagement and are subject to confirmation upon receipt of order.
Any information in Seller’s literature including price lists is intended only to present a general idea of products described therein and shall not form part of the contract.
All prices are subject to adjustment on account of fluctuations of labour and/or raw material costs before completion of orders and are for the full quantities specified.
5. DESPATCH DATES
Every effort will be made to adhere to despatch dates quoted. No liability can be accepted for any loss whatsoever caused through non-delivery or delay in delivery of goods ordered or for the non-completion of any contract caused directly or indirectly through any circumstances beyond the Seller’s control, and the Seller shall be the sole judge of whether any circumstance is beyond the Seller’s control or not. The time stated for despatch dates is from the receipt of a complete instruction, approval of drawings and/or samples, etc and not necessarily from the date of receipt of the order.
a) Terms of payment are as stated in the Seller’s price agreement.
b) Where the Buyer does not make payment in accordance with the terms set out in sub paragraph (a) here of or in accordance with any special terms agreed by the Seller in writing, the Seller reserves the right to stop production & delivery under this or any other contract between the Buyer and the Seller and future deliveries under this or any other contract. The contract affected will only be completed on payment by the Buyer:
Against invoices for goods already supplies.
Against the Seller’s pro forma invoice before or at the time of despatch of the goods
Payment will become due on receipt of the Seller’s pro forma invoice. In no circumstances shall the Seller be liable for any consequential loss suffered by the Buyer as a result of the application of this condition nor shall it be a reason for the cancellation by the Buyer of this or any other contract.
c) Retention of title so long as any amounts are due from Buyer to Seller (whether immediately due or not) title and property in any goods supplied to Buyer by Seller will not pass to buyer until Seller has received such amounts in full. The Seller may maintain an action for the price of the products not withstanding that title to them has not passed to Buyer.
d) Interest on all sums due from Buyer but not paid to the Seller on the due date shall accrue and be paid by the Buyer at the rate of 15% above the base rate of BANCO BILBAO VIZCAYA ARGENTARIA until payment is received by Seller after as well as before any court judgement.
e) If any of the Seller’s invoices are not paid within the credit period and remain without query, all credit periods to the Buyer are cancelled; therefore all invoices become immediately due for payment to the Seller.
7. CREDIT TERMS
If application is accepted by the Seller, full detail of company name, registration number and VAT information is required from the Buyer. In addition three international credit references are required together with detail of the Buyer’s bankers. This information will be passed to the Seller’s insurers who will indicate degree of cover and credit limit. The recommendation of the Seller’s insurers is final and in the event that an application is rejected, payment terms will remain against pro forma invoice.
Commission for Indent orders will be accrued on the Buyer’s account and will be paid once the file is closed.
All goods will be packed and consigned with usual care and all claims for damage in transit, etc. must be made upon the carriers. Errors and omissions must be notified by the Buyer to the carriers with a copy to the Seller within seven days of receipt of the Seller’s advice note or invoice, if goods covered by the invoice have not been delivered, are damaged, pilferage has taken place or shortage is revealed upon receipt of the goods. (In the latter event the carriers documents should be signed for “not examined”). Provided such notice is given, the Seller shall assist the Buyer to obtain proof of delivery or admission of short delivery or damage from the carrier. The goods shall remain the property of the Seller until payment is received in full from the Buyer to the Seller for the price of the goods and relevant VAT.
Until the property in the goods shall pass to the Buyer:
The Buyer shall keep the goods (at not cost to the Seller) separate from all other goods in its possession in such manner that they are clearly identifiable as the Seller’s goods.
a) The Buyer upon the request of the Seller shall promptly inform the Seller of the whereabouts of the goods.
b) The Seller shall be entitled to repossess or call for redelivery of the goods at the Buyer’s expense if the buyer shall commit an act of bankruptcy, have a receiver appointed over its business undertaking, enter into liquidation whether voluntary or compulsory (save for the purpose of amalgamation or reconstruction of a solvent limited company), cease to trade or threaten to cease to trade or if the Seller has reasons to have serious doubts as to the customer’s solvency.
c) The Buyer shall be responsible for all loss or damage to the goods occasioned whilst the said goods are in its custody.
Goods will not be accepted for return to the Seller without prior approval. The Buyer may make application for approval to return goods by supplying:
Product name, description or PCS product code
PCS sales invoice reference or delivery note and date when the goods were delivered
Quantity of items to be returned
Reason for return
Current condition of goods
Weight and volume of goods securely packed for re-import
Location of goods for shipment or collection
If the goods were manufactured specifically for the Buyer, were supplied a long time ago, are in poor condition, do not reach the Seller’s warehouse in saleable condition or the reason for return is not justified , the Seller may not be able to accept the application for return or credit.
If the reason for return of the goods from the Buyer to the Seller is a result of the Buyer’s error, the Seller may not be able to accept the application for return or credit or if application is accepted a re-stocking charge of 25% will be made against the relevant credit note application to the Seller.
In ALL circumstances when the above conditions are advised, the Seller will send written proposal for the conditions of return of said goods. When the proposal is agreed by the Buyer a reference will be advised by the Seller. Only when the reference is advised by the Seller to the Buyer may the return process commence.
11. PROPER LAW
The contract shall be governed by and construed in accordance with Spanish Law and the parties hereby submit to the jurisdiction of the Spanish Courts.