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GENERAL TERMS AND CONDITIONS OF SALE COMINDEX, S.A.
1. GENERAL INFORMATION
All sales of products made by COMINDEX, S.A. shall be governed by these General Terms and Conditions of Sale, which the Customer accepts at the time of processing their orders, with the exception of everything that has been expressly agreed to the contrary in the offer or in the acceptance of the order, and which constitute the special terms and conditions of the order. These special conditions shall prevail over the General Terms and Conditions of Sale, provided that COMINDEX, S.A. has expressly accepted them in advance.
It is considered that the Customer has been informed of these General Terms and Conditions of Sale from the time that the Customer communicates this, through the Internet web page where they can be found (http://comindex.es/en), and being considered, in any case, accepted by the Customer, to all intents and purposes, to process their order.
2. INTELLECTUAL AND INDUSTRIAL PROPERTY
The intellectual and/or industrial property of the offers or orders, in all respects, and the information attached to them, as well as of the products which are the subject of the order, belong to COMINDEX, S.A. or its suppliers. Therefore, the use by the customer for purposes other than for the fulfilment of their order is strictly forbidden, as well as their being totally or partially copied or transferred to third parties.
3. FORMALISATION OF ORDERS
The Customer shall send their orders for products, in writing, to COMINDEX, S.A., specifying the types of products, quantity, requested delivery date and the COMINDEX reference for each of the products ordered.
The request must be accepted by COMINDEX, S.A., in order that the agreement for the sale of products is understood to be finalised and binding.
Any cancellation of an order requires the prior, written approval from COMINDEX, S.A., and any costs that may arise from such cancellation shall be borne by the Customer.
The goods shall be dispatched by COMINDEX, S.A. within the period that circumstances permit, aiming to make delivery within the deadline set by the client, but without this being understood as a deadline or binding. Each dispatch shall be considered for all purposes as an independent sale, although several dispatches may form part of a single order placed by the Customer.
Any delay in the delivery entitles the Customer to cancel the purchase or claim payment for damages, with the exception of delays caused by malice or bad faith.
5. ACCEPTANCE OF ORDERS
After receiving the order, the Customer shall have a period of 24 hours to make a claim to COMINDEX, S.A. for any differences between the types of products delivered and those requested or those due to the existence of an apparent defect in the products.
Any lack of conformity of the products that cannot be discovered despite having carried out an examination as provided for in the previous point, shall be communicated to COMINDEX, S.A. by the Customer, in writing, within 5 working days counting from the day that the defect has been discovered by the Customer.
The products are considered as accepted by the Customer if they do not provide any notification to the contrary, on the terms and within the deadlines referred to in this section.
6. RESERVATION OF OWNERSHIP
The products will be supplied by COMINDEX, S.A. under the reservation of ownership rights in its favour until the Customer has fully complied with their payment obligations.
7. COST AND PAYMENT TERMS
The sales prices of the products shall be those set out in COMINDEX, S.A.’s offers and rates, communicated to the Customer, or in the Special Conditions agreed between the Customer and COMINDEX, S.A.
These sales prices are net, they do not include VAT or other taxes or charges, which will be charge afterwards in the invoice in accordance with the rates in force.
Once the Customer’s order has been accepted by COMINDEX, S.A. the prices shall be deemed to be fixed and will not be subject to any modification, unless:
- The order is modified by the Customer.
- A delay occurs in the delivery or acceptance of the order due to a cause attributable to the Customer.
COMINDEX, S.A. may modify the sales prices of their products at any time. The modification of the sales price will not affect orders which are being processed that have been previously accepted by COMINDEX, S.A.
The special payment terms of between the Customer and COMINDEX, S.A. shall be established in accordance to the terms and conditions established in Law 15/2010 of 5 July.
The method of payment and due date shall be indicated on the invoice issued to the Customer. In the case of payments made by promissory notes or cheques, these must be received by COMINDEX, S.A. with a minimum of 20 days prior to the due date.
COMINDEX, S.A. reserves the right to establish a commercial credit limit for its Customers and make deliveries based on this limit and /or the presentation on the part of the Customer of a sufficient guarantee of payment. In the event of delays or incidents with regard to the outstanding payment, COMINDEX, S.A. may proceed to initiate the recovery of the goods supplied to the customer for a value equivalent to the outstanding debt and/or to initiate legal action, as well as to claim for costs related to preliminary rulings.
8. RESPONSIBILITY REGARDING THE PRODUCTS
The Customer is responsible for the choice of product ordered from COMINDEX, S.A. as well as its intended use. Therefore, COMINDEX, S.A. shall not be held liable for damages of any nature that could result from any inappropriate use of the product. All the declarations, technical information and recommendations of use are based on tests that COMINDEX, S.A. considers reliable, but does not guarantee the accuracy of these. Before using the product, the Customer must determine whether or not it is appropriate for the use for which it is intended, assuming all risks and liability that may result from its use.
COMINDEX, S.A.'s only responsibility is to replace the Customer with the quantity of the product which is proven to be defective, with express and authorised prior acceptance of the said defect being required from COMINDEX, S.A.
In any case, the total liability of COMINDEX, S.A. regarding any concept, including but not limited to the deficiency of a product or its lack of conformity with the specifications, shall be limited to the amount indicated on the corresponding invoice. Under no circumstances shall COMINDEX, S.A. be liable for damages, loss of profits, business, production, or goodwill suffered directly or indirectly by the Customer. The above does not apply in cases of wilful intent or gross negligence on the part of COMINDEX, S.A.
9. FORCE MAJEURE
COMINDEX, S.A. Shall not be held liable for the total or partial failure to comply with their obligations to the Customer due to unforeseeable circumstances or force majeure that could affect both COMINDEX, S.A. as well as its suppliers or carriers or the Customer themselves, including strike scenarios, other labour or industrial contingencies or a lack of or impossibility of obtaining the raw materials, etc.
10. DATA PROTECTION
The Customer's personal data may be included in one or several automated files belonging to COMINDEX, S.A., with the purpose of managing the invoicing of the products and services offered and the normal development of the commercial relationship, as well as for the sending of commercial correspondence, both by post and electronically. COMINDEX, S.A. informs the Customer that this data may be transferred to Public Authorities, in order to comply with the relevant legal and fiscal obligations.
The Customer can exercise their rights of access, rectification, cancellation and opposition by contacting COMINDEX, S.A. by post to the following address: Montornès del Vallès (Barcelona), Avda. del Riu Mogent, No. 18, Polígono Concentración Industrial Vallesana). The Customer can, at any time, revoke their consent to be sent commercial correspondence by sending written notification, stating their wish, to the above address.
11. CANCELLATION AND TERMINATION
Without prejudice to any other rights that COMINDEX S.A. may be entitled to, it will also be able to impede the delivery of the goods in transit and/or suspend any delivery due to be made and/or terminate the contract by written communication in the following cases:
a) 7 days have passed from the date of the Customer’s due payment date.
b) The Customer's entry into voluntary or enforced bankruptcy.
c) The lack of compliance on the part of the Customer with any of its obligations, with fifteen days having passed from the date of the rectification being requested by COMINDEX, S.A.
Any dispute or discrepancy arising out of the interpretation, execution or compliance of these General Terms and Conditions of Sale shall be subject to the jurisdiction of the Courts and Tribunals of Barcelona. However, in cases of non-compliance on the part of the Customer of any of its payment obligations, COMINDEX, S.A. may choose to carry out the legal action it deems appropriate in the courts of the place where the customer's registered address is located.