1 SCOPE OF APPLICATION

These General Conditions establish the general conditions under which the Seller supplies the products to the Buyer and will apply to all quotations and sales, unless otherwise agreed in writing.

The placing of any order with EFECTOS NAVALES BORDABERRI S.L., necessarily and obligatorily implies the complete and unreserved acceptance by the Buyer of these general conditions of sale.

Any agreement or modification of these conditions must be authorized in writing by EFECTOS NAVALES BORDABERRI S.L.

The Seller shall not be bound by conflicting reservations or conditions of purchase made by the Buyer, even if the Seller has not expressly contradicted the conditions or reservations. The Buyer may not assign its rights and obligations under these General Conditions. If any of the clauses contained in these General Conditions become illegal, invalid or inapplicable, the legality, validity and applicability of the remaining clauses will not be affected.

 

2 ORDERS AND BUDGETS

Orders for products must be placed by post, fax, email or through the EFECTOS NAVALES BORDABERRI S.L. sales representative and must always be validated to consider them effectively placed.

The Seller’s quotations for products or services will be valid for a period of 30 days from the date on which the Buyer receives the quotation in question, unless otherwise agreed in writing. Quotations will be deemed void if Buyer does not unconditionally accept them by placing a written order within 30 days.

The Seller will only be bound by an order if he or she accepts it in writing or delivers the products to the Buyer.

 

3 PRICES

Orders will be invoiced in accordance with pricing in force at the time of the order, taxes, fees and transport.

All prices include Seller’s standard packaging, but do not include pallets or crates for export of goods.

Prices are based on material and workshop costs. In the event of an increase of more than five percent (5%) in the factors mentioned above within the period between the conclusion of the contract and the actual delivery date, the Seller reserves the right to adjust prices. to directly reflect such changes.

 

4 PAYMENTS

Payments shall be made in the currency specified on the invoice.

The payment terms must not exceed those established in the legislation in force at the time of invoicing.

Failure to pay all or part of a single invoice when due shall make the payment of all the remaining invoices immediately demandable, by operation of law, and authorizes EFECTOS NAVALES BORDABERRI S.L. to suspend, stop or cancel any product order in progress.

Any delay by the Buyer in the payment of the invoices issued by EFECTOS NAVALES BORDABERRI S.L. will give rise to the application of default interest as provided for in Law 3/2004 of 29 December, which establishes measures to combat late payment in commercial transactions. The Buyer must reimburse all the costs and expenses incurred in the recovery of the sums owed, including the fees of the lawyers and the public federation. As a last resort, EFECTOS NAVALES BORDABERRI S.L. shall retain ownership of the unpaid products until the Buyer pays EFECTOS NAVALES BORDABERRI S.L. the sale price of the products, together with the taxes and fees due, and along with late payment interest at the higher of the two rates indicated below (1.5% per month above the basic monthly rate of the Seller’s bank or 2% per annum above the annual discount rate of the Central Bank of the country in which the Seller is domiciled.)

The Seller shall be released from its obligations under the Contract from the moment in which the notice of termination is sent, except for the guarantees corresponding to the Products supplied and fully paid for prior to the date of termination.

The Buyer may not withhold, offset or deduct claims against the Seller from amounts due to the Seller under the Contract or any other agreement with the Seller.

The Seller’s obligation to deliver the Products shall be terminated if the Buyer fails to make payment of the amounts due to Seller on the date of delivery under the Contract or any other agreement with the Seller. Furthermore, the Seller shall be entitled to suspend delivery of the Products if the Buyer is in default and such suspension of delivery does not affect the Seller’s other rights under the Contract or any other agreement with the Buyer. The Seller is not obliged to resume deliveries until the Buyer has paid all overdue amounts, including all costs and accrued interest.

The Seller shall remain the owner of the Products until it receives full payment for all Products, regardless of whether the Products have been delivered to the Buyer. If the Buyer resells the products to a third party before the Seller receives payment in full, the proceeds from the sale shall first be allocated to pay the amounts due to the Seller. If the Buyer has not paid the full purchase price or if insolvency proceedings are initiated against the Buyer, the Seller or its representative shall have the right to repossess or resell the Products and to enter the Buyer’s premises for this purpose, and such measures shall not affect the Seller’s other rights.

All sales are final. The Buyer is not entitled to be credited for returned Products, whether or not a complaint or claim has been made, unless otherwise agreed in writing, in which case the Buyer shall be obliged to return such products immediately in good condition and carriage paid.

It is Buyer’s sole responsibility to obtain all licenses, exchange control documents and other consents necessary for the export and import and use of the Products. The Buyer shall not be released from its obligations under these General Conditions if it is unable to obtain a license or other approvals.

 

5 DELIVERIES

If the Seller agrees to deliver the Products by a specified date and fails to do so, the Buyer shall be entitled to cancel all or part of the undelivered order. The Buyer accepts such right of cancellation as its sole remedy and expressly waives any other rights.

If the parties agree that the Products will be transported at the Seller’s risk, the Buyer shall carefully inspect such Products upon delivery. The Buyer will notify the Seller in the event of any damage, loss or shortage of the Products within 48 hours of delivery. If the Buyer does not receive the Products on the agreed delivery date, it shall notify the Seller within 48 hours of the agreed delivery date. The Seller refuses all liability, and the Buyer waives its rights to redress under this provision, unless the information provided by the Buyer is sufficient to enable the Seller to make a valid claim against the carrier of the Products for damage, loss or shortage.

In the event of force majeure, EFECTOS NAVALES BORDABERRI S.L. shall not be liable for consequential damages or loss of profits arising from said situation and is authorized to suspend its deliveries or to resolve the affected orders, upon simple notification to the Buyer and without being obliged to pay any compensation to the Buyer for any reason whatsoever.

 

6 PACKAGING

In accordance with the provisions of Law 11/1997 of 24 April on Packaging and Packaging Waste in its articles .1 and article 12, as well as article 18.1 of its implementing Regulations, the PERSON RESPONSIBLE for proper environmental management, will be the FINAL OWNER of the packaging.

Excluded from the above wording is all packaging aimed at mass consumption (private or professional) covered by the PUNTO VERDE (Green Dot symbol).

 

7 APPLICABLE LAW AND JURISDICTION

These General Conditions of Sale will be governed by Spanish law.

Any dispute, discrepancy, controversy, question or claim that may arise between EFECTOS NAVALES BORDABERRI S.L. and the Buyer derived from these general conditions of sale or from any order of products under the same, shall be submitted to the Courts and Tribunals of the registered office of EFECTOS NAVALES BORDABERRI S.L., which is expressly accepted by both. Prior to said submission, EFECTOS NAVALES BORDABERRI S.L. and the Buyer expressly agree to negotiate in good faith the resolution of any such conflict.