1.- Scope of application.
The present General Conditions of Sale (“CGV”) will apply to all sales, supplies, services, works and, in general, benefits of giving and / or doing, as well as the offers and orders related to them, that the company MECYPLASTEC, SL (the “Company”) carry out for other companies or merchants (the “Customer / s”).
These GTC will be understood as fully accepted by the Clients simply by placing an order or order, or accepting an offer.
The application, to the relations established between the Company and the Clients, of any other general conditions different from the present ones and which may be available to the Clients, is expressly excluded, even if the Company had knowledge of them, without for it is necessary to make, on the part of the Company, no reservation or qualification in this regard. The acceptance of any other general conditions will require, from the Company, express consent, formulated in writing.
2.- Offers and orders.
The Company’s offers and quotes are not binding on it and, therefore, are subject to change as long as the order placed by the Customer and, based on an offer or quote, is not confirmed in writing by the Company. Any order or order will require, in order to be binding on the Company, written confirmation from the Company. There will be no contract without such confirmation. Orders containing some kind of penalty will not be accepted. The minimum amount of an order must be 300.00.- € (without VAT).
3.- Information contained in catalogs and on the web.
The Company will take the greatest possible care so that the descriptions, drawings and, in general, the information contained in the catalogs and on its website are accurate, notwithstanding which, and unless otherwise agreed, such elements will have a merely indicative value and approximate, so they do not have a binding nature or any guarantee is conferred on them, so that the Company will not assume any responsibility for possible inaccuracies that may exist in its catalogs and web.
The prices will be applied according to the rate in force on the date of acceptance of the order or order or that resulting from an offer in force on the date of order confirmation. Unless expressly agreed, the prices will always be in euros, without taxes, so the legally applicable taxes will be added to them. If, for any reason, during the operational management of the order there are increases in the applicable rates, the Company will adjust the prices to the new rate, upon prior written communication to the Customer. In the transactions that are carried out in a currency other than the Euro, any eventual variation in the exchange rate will be for the account of the Client. The Company reserves the right to invoice extraordinary charges for acceptance of orders with a value less than the minimum amount set at any time, as well as for services in the supply of orders that do not reach the minimum units indicated in the rates (lists of current prices.
5.- Payment method.
Customers must satisfy the amounts due, in the manner indicated by the Company (Confirming, receipt, transfer, check, etc.), within 60 days from the date of receipt of the goods or performance of the services. In the other aspects related to payments, the provisions of Law 3/2004, of December 29, will be applied in the version of the same in force at any time. Clients may only offset their credits with those held by the Company, or withhold payments by reason thereof, in the case of liquid, past due and payable credits, which are expressly recognized by the Company or by virtue of a final judicial decision. . If the Clients are in default, and, as long as they remain in such situation, the Company, without prejudice to the exercise of the rest of the rights that legally correspond to it, in particular, the termination of the contract, will not be obliged to perform in favor of the Clients No further benefit under any contracts that may be in force between the Company and the Clients. If the Client is in default, all credits that the Company holds against him will occur in advance, regardless of their maturity date.
6.- Delivery of the goods.
Unless otherwise agreed, it will be understood that the delivery times that may be indicated by the Company are merely indicative and, therefore, are not essential, so the Company will not assume any responsibility as a result of exceeding said terms. The start of the delivery period will occur on the date of confirmation of the order by the Company, provided that on that date all the order information is clarified and the Client has provided the documentation or materials that, in your case, it is required. The Company will in any case have the power to terminate the contract if the Client refuses to clarify the order details or to provide the required documentation or materials or fails to carry out any of these actions within a reasonable time after having been required to do so. In the event that essential terms are established, it will be understood however granted by the Client, in case of exceeding said terms, and, without prejudice to what is established below, a grace period for a reasonable period. The Company’s supply obligation shall always be understood as conditional on the timely supply and, as agreed, of materials, by the Company’s suppliers, as well as the punctual fulfillment of the Client’s payment obligations.
In the event of force majeure or any unpredictable event at the conclusion of the contract, such as natural disasters, fires, adoption of administrative measures, legal lockouts, lack or deficiencies in raw materials and energy, and which are not are attributable to the Company, it may either extend the delivery deadlines, in the event that such assumptions and events are transitory, or withdraw from the contract, in the event that they are not transitory, make it impossible or difficult to supply or performance of benefits in an essential way, or cannot reasonably foresee when they will cease. The same rule will apply when such events and events affect the Company’s suppliers. In the event that the Company chooses to withdraw from the contract, the corresponding settlement will be carried out between the parties, without either being able to claim damages from the other. Unless otherwise agreed, the Company may make partial deliveries. Except for express and written consent of the Company, returns of merchandise will not be accepted. For the processing of any return, previously and duly authorized, the Client must send the merchandise freight prepaid, indicating the delivery note number and the delivery date. The merchandise returned must be in perfect condition and in its original packaging.
7.- Transmission of risks.
The risks of loss or deterioration of the goods will be transmitted to the Client from the moment of delivery or making them available. In the event that the delivery or making available were delayed for reasons attributable to the Client, the transmission of risks will take place from the moment that, according to what was agreed, the delivery or making available should have taken place.
8.- Domain reservation.
The domain over the merchandise will remain in the Company as long as the Client has not fully satisfied the corresponding price. The Client may, however, in the ordinary course of his business, as long as he is up to date in the fulfillment of his obligations, sell the merchandise subject to the reservation of title, but may not, on the other hand, constitute any guarantee on them or transfer his property in warranty, unless the Company gives its written consent. The Client assigns to the Company, irrevocably, in its entirety and, in a generic way, for the sole fact of contracting with the Company, without the need for a specific additional agreement regarding each particular case, all rights relating to the merchandise subject to reservation of title, in particular, the credit rights that the Client has in his favor in relation to such merchandise and that are derived from the transfer of the same to third parties or any other title. In the event that the Client transforms or processes, in some way, the merchandise subject to reservation of title or the one or mixes it with other different ones, the Company will be entitled to a co-ownership right on the product resulting from the union or mixture, in the proportion of the invoice value of the goods subject to reservation of title with respect to the invoice value of the other merchandise used in the union or mixture. In the event that the Company’s right of joint ownership lapses as a consequence of the union or mixture, the Client irrevocably cedes to the Company, for the sole fact of contracting with the Company, the property rights that it holds over the new product to the extent of the invoice value of the goods subject to the reservation of title, committing to guard, for the Company, free of charge, the new product. The rights of co-ownership that arise in this way shall be considered as property subject to reservation of title, therefore the present condition is applicable to them.
9.- Claims regarding merchandise
Claims relating to the number and condition of the packaging of the goods supplied must be made immediately, upon delivery, and these claims must be recorded on the delivery note. Any subsequent claim regarding these extremes is excluded. Complaints regarding the number, condition, identification and references of the goods, as well as those related to any visible or apparent defects, must be notified to the Company in writing and, in detail, as soon as possible and, in any case, within the ten working days following the delivery date, always specifying the delivery note number. If the Client does not notify such defects within the indicated period, the goods will be considered accepted, except for the possible existence of hidden defects.
10.- Guarantee for original hidden defects.
Regarding possible hidden defects in the goods, the Company grants, in relation to them, a guarantee for a period of one year from the date of delivery of the goods in question. This guarantee refers exclusively to hidden defects of an original nature, so those defects caused by external agents or incorrect use, installation, conservation, treatment or storage are excluded from it. The rights derived from the guarantee may only be exercised by the Client, without being transferred to a third party.
Claims made on the basis of the guarantee must be made, also in writing and in detail, indicating the delivery note, no later than five days after the date on which the defect was revealed. Otherwise, the goods supplied will be considered accepted with said defect. All guarantee rights that correspond to the Client will be null and void if the Client does not immediately allow the defects referred to in the claim to be inspected. The return of the goods can only be made with the express authorization of the Company. Claims based on the guarantee do not release the Client from the obligation to pay. In relation to warranty claims, the Customer shall be entitled, at the Company’s option, to the replacement of the defective goods, to their repair, to the modification of the contract, or to a reduction in the price of the goods for which the claim is referred. This guarantee is understood without prejudice to the most extensive that the manufacturer of the merchandise could possibly give.
The Company will not be liable for damages, regardless of the legal basis of the responsibility (impossibility of provision, delay, defective supply, breach of contract, breach of pre-contractual obligations, extra-contractual liability, unfair actions, etc.), unless agreed. intent or serious guilt. This limitation of liability shall not govern with respect to the violation of contractual obligations of an essential nature, damages against life and physical integrity, and those cases in which it is necessary to respond according to an imperative norm, for example, in accordance with the Applicable regulations on civil liability for damage caused by defective products. The Company will only be liable, in any case, for direct damages and typically contractual damages that were foreseeable at the time of the conclusion of the contract. All liability for loss of profit is excluded. Actions for damages against the Company may only be exercised by the Client, who may not transfer them to third parties. If the damages caused were covered by insurance contracted for this purpose by the Client, the Company will only be liable for the damages that have actually been caused to the Client, such as an eventual increase in the contracted insurance premiums or the interest derived from the payment. from compensation to regularization of compensation for damages by the Client’s insurance company. To the maximum extent legally permitted, the Company’s liability shall not exceed the price of the services performed by the Company.
12.- Applicable Law and Jurisdiction.
(I) The relations between the Company and the Client will be governed by Spanish law of a general common nature (Commercial Code, Civil Code, and other regulations of national scope). In the event that the Client is a foreign entity, the application of the United Nations Convention on the International Sale of Goods (CISG), as well as any other rule of uniform law of supranational scope, is expressly excluded. The application of the conflict rules of Spanish law, in particular, the forwarding rules, is also expressly excluded.
(ii) Any dispute or controversy that may arise between the parties in relation to these GTC and / or the contracts subscribed under them, will be substantiated before the Jurisdiction of the courts of the city of Barcelona (Spain). Notwithstanding this and, if it so wishes, the Company may exercise legal actions against the Client before the courts of his domicile. In any case, the legal provisions on this matter are mandatory.