GENERAL SALES CONDITIONS
1.1 The sales and supplies to be carried out by DINUMEC, S.L. shall be governed by the present General Sales Conditions, except for those expressly regulated differently in the corresponding offer or in any other complementary document.
1.2 These General Conditions are understood to have been communicated to the Buyer as soon as the latter receives an offer from DINUMEC, S.L., and are considered to have been accepted by the Buyer for all purposes when placing the order.
1.3 In the event that one or more stipulations of these General Sales Conditions are declared null and void or impossible to fulfil, the validity and fulfilment of the remaining stipulations shall not be affected in any way, nor shall they be modified for this reason.
1.4 The rights acquired by the Buyer by virtue of the present sales contract may not be transferred to third parties, unless expressly authorized by DINUMEC, S.L..
1.5 Any possible damage or impairment that may occur to the goods once DINUMEC, S.L. has placed them at the disposal of the Buyer, except in the event of willful misconduct or negligence attributable to DINUMEC, S.L., shall be borne by the Buyer.
1.6 The industrial and/or intellectual property of the equipment sold, as well as the elements, plans, drawings, software, etc., incorporated or related to them, belong to DINUMEC, S.L. or to its suppliers, and therefore their use by the Buyer in a manner different from that authorized by DINUMEC, S.L. or their total or partial copy or assignment of their use to third parties without the prior written consent of DINUMEC, S.L. constitutes an infringement of such rights which may be legally prosecuted.
2. DELIVERY TIMES
The delivery times will be those indicated in the offer. Such deadlines are understood to be agreed for normal situations, and DINUMEC, S.L. declines any responsibility for delays in delivery due to force majeure and any other events which are reasonably beyond DINUMEC, S.L.'s control. Consequently, a delay in the delivery of the goods due to any of the above-mentioned causes shall not give rise to any compensation whatsoever to be paid by DINUMEC, S.L., nor shall it entitle the Buyer to resolve the sale. Partial supplies of order material may be made, which shall be invoiced as they are delivered, unless otherwise agreed in writing with the Buyer. In any case, it is DINUMEC, S.L.'s policy to scrupulously comply with all the commitments made.
The Buyer shall bear the risk once the goods have left the premises of DINUMEC, S.L.
4. PACKAGING AND PACKING.
4.1 They are used when they are necessary according to DINUMEC, S.L.'s criteria, and their value is charged to the invoice, without any discount or bonus, and it is not possible to accept their return.
4.2 In accordance with the provisions of current legislation, the responsibility derived from the management of commercial and/or industrial containers and packaging corresponds to the final holder of the same. Each company that puts this type of packaging on the market has the obligation to inform the next company in the chain that, with the sale or transfer of the products, also transmits the responsibility for the management of commercial and / or industrial packaging.
5. ORDER CANCELLATIONS
No cancellation of an order will be accepted without the prior written consent of DINUMEC, S.L., in which case it will be understood that the minimum compensation to be received by DINUMEC, S.L. will be 30% of the amount of the order.
6. RETURN OF MATERIAL
No return of materials will be accepted without the prior written consent of DINUMEC, S.L. Any return of used material, even for experimental or trial purposes, will not be accepted. In no case will the return of special materials not standardized in stock be accepted. The packaging and transport costs, as well as the risk of the shipment, shall be borne by the Buyer, even in those cases where the return is accepted, subject to agreement on the amount to be paid.
7.1 Any claims for defect in the quantity or quality of the goods received by the Buyer packed, must be made within five (5) calendar days of receipt, under penalty of forfeiture.
7.2 If the Buyer observes any defect in the goods supplied at the time of delivery, it must be noted on the corresponding delivery note.
8. PRICES AND FORM OF PAYMENT
8.1 Payment for the goods sold by DINUMEC, S.L. shall be made in accordance with the terms of the offer/quotation.
8.2 In the case of buyers whose credit is not registered, payment shall always be made in cash and, in addition, DINUMEC, S.L. may require a partial or total advance payment in those cases where, for any reason, it deems it appropriate. In the case of special materials, an advance payment of no less than 30% of the price shall be required in all cases.
8.3 In the event of postponement or payment in instalments, failure to pay any of the instalments, even if it is only one of the instalments stipulated, shall entitle DINUMEC, S.L. to choose between declaring the early expiry of the entire debt and demanding its immediate payment, or recovering the goods, without the need for judicial intervention. The delay in the payment of any instalment - without prejudice to the above - shall constitute for the Buyer, without the need for a formal notice, the obligation to pay interest for late payment at the legal interest rate in force at the time, increased by four points. The return and processing costs shall also be borne by the Buyer. The delay in the payment of the instalments or fractions will not justify the claims that the Buyer can make in relation to the acquired material.
8.4 The prices indicated in the offers, do not include the Value Added Tax (V.A.T.) and, therefore, the mentioned tax - or any other that can replace it - will be reflected separately in the corresponding invoices.
9. RESERVATION OF TITLE
9.1 DINUMEC, S.L. expressly reserves the ownership of the goods until full payment by the Buyer of the agreed price, and any pledging or sale is prohibited. If DINUMEC, S.L. so requires, the Purchaser undertakes to sign the appropriate contract of sale of movable goods in instalments, for their registration in the corresponding register.
9.2 In any case of bankruptcy declaration, whether voluntary, necessary or culpable, the Purchaser is obliged to make a record of the express reservation of ownership in favour of DINUMEC, S.L. of the materials which have not been fully paid. In the event of seizure of such materials by any creditor of the Purchaser, the latter is obliged to immediately inform DINUMEC, S.L. and to state in the seizure proceedings that the express condition of goods over which there is a reservation of ownership in favor of DINUMEC, S.L. is being practiced.
10.1 The quality guarantee of the products manufactured by DINUMEC, S.L. is three (3) months, as from their delivery to the Buyer, provided that such products have been used under normal conditions, according to their characteristics and specifications of use. The guarantee does not extend to any faults or defects resulting from faulty use, conservation or handling, or from modifications made to the products themselves without DINUMEC, S.L.'s approval, or if the installation is carried out without following the instructions or is subsequently modified without its consent.
10.2 DINUMEC, S.L.'s responsibility is limited to the obligation to replace, free of charge, defective products or to duly repair those supplied, it being understood that in any case the repair of the material shall be carried out at the premises of PHOENIX MECANO ESPAÑA in Zaragoza. 10.3 Unless otherwise agreed in writing and signed by both parties, the guarantees recognized by PHOENIX MECANO ESPAÑA are expressly limited to the provisions of the preceding paragraphs of this section. In no case shall PHOENIX MECANO ESPAÑA have any obligation to compensate or indemnify the Buyer for indirect or "consequential" damages such as, but not limited to, loss of production, loss of profits or labour or capital costs, except in case of wilful misconduct or gross negligence directly attributable to PHOENIX MECANO ESPAÑA.
For the resolution of any question or dispute that may arise between the parties, regarding the interpretation or compliance with these General Conditions of Sale, the parties submit to the jurisdiction and competence of the Courts and Tribunals of Madrid, expressly waiving any other jurisdiction that may correspond to them.