Standard Terms of Sale for Equipment and Services
1. - APPLICABLE TERMS.
In these General Conditions of Sale, the following terms will have the meaning indicated below:
“Seller”: UNIVERSAL DE TECNOLOGIAS MEDIOAMBIENTALES SL, alias UNITECME or any company belonging to UNITECME that appears in the offer or other document to which these Conditions apply.
"Buyer": Any natural or legal person with whom Seller contracts or to whom it sells "The Equipment(s)" and/or services.;
"Equipment(s)": Means equipment, or part thereof, object of the contract, as described in these General Conditions and, where appropriate, in the order confirmation made by the Seller.
"Services": referring to the purchase order received by UNITECME
"Delivery": improvement of the supply and making available of the products in conditions. FCA INCOTERMS 2022.
If these terms are included in an offer or an approval, they are conditioned on Buyer's consent to these terms and final confirmation by Seller. Seller rejects all terms in addition to or different from any Buyer form or document. Modifications of said conditions of sale must be agreed by both parties and in writing, and will not affect contracts already perfected, nor future purchases.
Assignment or Subrogation.
The Seller will be authorized to subcontract the total or partial execution of the Products to third parties, as well as may transfer all or part of its rights and obligations, including appointing a substitute third party in compliance with its obligations.
Buyer is not authorized to transfer the agreement or rights and obligations arising from it to third parties without the written consent of Seller.
These terms, together with any other notice, request or acknowledgment issued or signed by UNITECME, comprise the complete and exclusive statement of the agreement between groups (the "agreement") and supersede any terms located in the Buyer's documents, except those signed separately by UNITECME S.L.
No part of the agreement may be modified except in the case of a modification made in writing and signed by UNITECME and the Buyer. No custom or trade usage, or difficulty in enforcing any term of these Terms shall be used to modify the Agreement. If any of these terms are unenforceable, such terms shall be limited solely to the extent of making it practicable, and all other terms shall remain in full force and effect.
2. - Delivery.
The delivery of the Equipment must comply in terms of material with what is programmed in the Seller's Documentation.
The delivery conditions that will bind the parties will be those reflected in the corresponding document or delivery note of the seller in which they will be specified, such as the place of delivery, term, costs, and other necessary conditions).
Unless the Seller's Documentation indicates otherwise, the Delivery terms will be FCA INCOTERMS 2022.
The Seller will endeavor to deliver the Equipment(s) within the established period, which will be estimates and not binding, and in no case will the Seller guarantee compliance with them.
Unless it is attributable to the Seller due to gross negligence or intent, the expiration of the delivery period will not entitle the Buyer to demand damages or compensation, refuse to supply the Products, or suspend compliance with any obligation, especially payment , or even urge its resolution.
The delivery period will begin to be computed from the date of approval of the operation by the Seller and the fulfillment by the Buyer of all its obligations. The delivery terms will be extended, provided that there are causes that paralyze or hinder the work, and/or circumstances attributable to the Buyer and/or Third Parties, including without limitation, delay in the payment date or breach of other obligations, in which case the delivery period will be extended for the same time as the causes that cause the delay.
3. - Owner of the Materials.
All apparatus, equipment, designs (including drawings, plans and specifications), approximations, compositions, prices, notes, electronic information and other documents or information prepared or disclosed by Seller, and all related intellectual property rights, shall remain under property of the Seller, which are not transferred in this contract. The Seller grants the Buyer an exclusive and non-transferable authorization to use any type of material exclusively for the use of the Buyer or to facilitate the service of the Equipment. Buyer must not disclose any material to any third party without Seller's prior written consent. Buyer expressly assumes all risks of patent infringement by reason of its use or sale of production, individually or in combination with other materials or in any process.
Catalogs and documents.
The data contained in catalogs and technical documents will be binding only if they are explicitly stipulated as such in them. All documents provided by the Seller to the Buyer must be considered the exclusive property of the former, and must be considered confidential and may not be assigned, under any circumstances or by any title, to third parties, nor copied or used without the prior written consent of the Seller. Seller. If the order is not placed, all catalogs and other documents delivered must be immediately returned to the Seller.
4. - Domain reservation.
Seller shall remain the owner of all merchandise supplied until full receipt of all agreed payments.
The Buyer therefore authorizes the Seller to register its reservation of ownership in public records or files, and will be obliged to sign any signature that is necessary for this purpose.
The Seller may exercise this reservation of title before third parties and always in the event of liquidation or bankruptcy of the buyer's company, recovering the merchandise in accordance with Spanish regulations.
5. - Payment terms.
Unless otherwise agreed in writing, payment for all orders placed will be made within a period of 30 days or by irrevocable and confirmed documentary credit, all to the satisfaction and discretion of the Seller.
No deduction, set-off or withholding of payments by Buyer shall be permitted. In the event that a guarantee guarantee is required, its text must conform to the model that the Seller will provide for this purpose. The Seller (which in this respect is understood to mean all the companies that are part of the same group as the Seller) is entitled to set off any sums owed to it by the Buyer (which in this respect is also understood to mean all the companies that are part of the of the same group as the Buyer), against any sum payable to the Buyer.
All invoices issued by the Seller will be considered as approved and compliant unless the Buyer expresses his disagreement in writing to the Seller, within seven (7) days following receipt thereof.
In cases of partial deliveries, the Seller will be authorized to invoice and demand payment for each partial delivery, as well as issue partial invoices, and the Buyer will be obliged to pay such invoices in accordance with these Conditions.
The payment date will be the day that the Seller actually receives the payment.
If the amount owed has not been paid on the established payment date, the Buyer will pay the Seller the corresponding monthly interest in accordance with the provisions of Directive 2000/35/EC of the European Parliament and of the Council of June 29, 2000, for which establishes measures to combat late payment in commercial operations, from the date established for payment until it is received in full and in full, and all without prejudice to any other right that corresponds to the Seller, including the right to recover any judicial and/or extrajudicial costs that may be incurred to recover the amounts owed.
The term in the payment is an essential condition, so if the Buyer fails to comply with its payment obligations, does not pay on time or in full, the Seller will be authorized to suspend any commitment or obligation derived from the Agreement until the Buyer complies with its obligations, or even to terminate the Agreement, and all without prejudice to the Seller's right to collect damages suffered due to late execution or even non-execution of the Agreement.
6. - Warranty.
Seller warrants all Products supplied for a period of 14 months from notification that the supply is available for shipment or 12 from delivery to the first carrier to the ultimate Buyer, whichever occurs first, and provided the claim has been notified in writing to the Seller within the following 48 hours after having been detected or when they should have been detected, and always within the aforementioned deadlines. Likewise, the Buyer must demonstrate that the failures or defects have arisen exclusively as a direct consequence of errors or lack of due diligence on the part of the Seller.
The expressed guarantee consists solely and exclusively of the repair or substitution (at the Seller's choice) within a reasonable time, of the products that have been recognized as defective, either due to material or manufacturing defects. The repairs are understood to be carried out at the seller's factory, with the Buyer disassembling, packaging, loading, transport, customs, taxes, etc., originating from the shipment of the defective material to the seller's factory. The Buyer agrees to accept the replaced or repaired Products, and in no event will the Seller be liable to the Buyer for any type of loss, damage of any kind as a result of the initial supply or delays in the delivery of the replaced or repaired products. .
In no case will the Seller be liable to the Buyer or third parties for direct, indirect or consequential losses or damages derived or related to the object of this contract, including accidents to people, damage to property other than the object of the contract or loss of profit. Any commitment and obligations of the Buyer resulting from the existing guarantees between him and his clients that exceed the previous ones indicated and that have not been accepted by the Seller in writing and expressly, will be for the exclusive account of the Buyer.
The repair or replacement of a defective item does not change the start date of the warranty period of the Products supplied. The repaired or replaced Products will have a guarantee from their repair or replacement equal to the period that will remain for the defective or replaced product until the deadlines stipulated in these Conditions have been met.
As an exception to the guarantee described above, when the Products delivered have not been manufactured by the Seller, the latter will grant the Buyer the same guarantees that the Seller would have been granted by the corresponding manufacturer, except the guarantee that their use does not infringe any right or patent. intellectual or industrial property of third parties, which may not be considered as granted by the Seller.
This guarantee does not cover damages, defects, etc., that are a consequence of:
a) Repair and replacement of parts resulting from normal wear and tear.
b) Repairs, modifications or alterations to the Products made by personnel outside of Seller's organization.
c) Improper use, substitution, repair, modification, conservation or alteration, or lack of maintenance in accordance with the maintenance instructions outlined by the Seller.
d) The lack of greasing, use, or cleaning with the recommended products and with the periodicity indicated by the seller.
e) The Seller will provide the Buyer with the necessary information and documentation, including the operating manual, for the exercise of its duties.
f) Erroneous or negligent handling, abusive use, defective assemblies, variation in the quality of the electrical supply, (voltage, frequency,...) modifications introduced without the approval of the Seller, installations carried out or subsequently modified without following the technical instructions of the product and in general any cause that is not attributable to the Seller.
7. - Compensation for damages.
Seller shall indemnify, defend and hold Buyer harmless from any claim, or liability incurred by Buyer for damages to third parties for personal injury, death or tangible property damage, solely to the extent caused by Seller's negligence. The seller must have sole authority to conduct the defense and resolve any indemnified claim. Seller's indemnity is conditioned on Buyer's promptness (a), within the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in defense of any claim. This without prejudice to the fact that the benefit and risk of the object of sale or supplies will pass to the Buyer once they are in his possession, and the buyer will be responsible for taking out insurance against any type of risk.
Warranty claims and customer liability are exhaustively covered by these conditions. Seller's prices are drawn and negotiated on the basis that your maximum legal liability will be limited. Clients have their own means of risk limitation, and duplicating them would be superfluous. Unless otherwise agreed, the seller's liability will never exceed the value of the goods affected at the time of sale. The Seller is released from all liability above that maximum, even if caused by its own negligence or breach of duty, except in the case of fraud on the part of the Seller. In no case will the Buyer be authorized to claim contractual or extra-contractual damages resulting from, but not limited to, loss of production, loss of use, loss of orders, profit and any other direct, indirect or consequential damage to the Buyer.
8. - Insolvency
In the event that the Buyer is declared bankrupt, bankruptcy, bankruptcy, controlled administration or similar; dissolution, liquidation or transfer, of all or part of its assets, the Seller may proceed to the resolution and termination of the agreements by means of written notification, without prejudice to other rights that assist the Seller, such as the collection of all damages and damages suffered, and the payment by the Buyer to the Seller of all amounts owed or those pending that will be considered as due and payable in that act.
9. - Export Limits
In the event that any of the Products supplied by Seller are subject to export control regulations, Buyer will refrain from exporting such Products, either directly or indirectly, without Seller's prior written authorization.
10. - Force Majeure.
The Seller will not be responsible for the defective execution or non-execution of any agreement, due to force majeure, in its broadest sense.
Force majeure shall be understood as any circumstance beyond the control of the Seller that temporarily or permanently prevents the execution of all or any of the Seller's obligations towards the Buyer, regardless of whether or not these circumstances were foreseen at the time of the purchase. conclusion of an order, agreement, contract, etc., such as, and without limitation: government measures, rejection, revocation or annulment of permits, business closure, forced closure of all or part of the company, war or threat of war, fire, transport problems, accident, labor disturbances, lack of personnel, embargoes, temporary or permanent non-delivery of samples, non-provision of services by third parties regardless of their cause, defects and/or breakdowns in material, machinery, systems and / or software and hardware, absence or lack of material with which the Products are manufactured.
If the Seller is unable to deliver as a result of force majeure, it may, at its free choice, either extend the delivery period during the force majeure period or terminate the Agreement, as well as demand payment for the delivered partial made, without being obliged to pay any damages or compensation to the Buyer.
11. - Cancellation.
Either party shall terminate the services specified in the Seller Documentation by providing reasonable notice sufficient to avoid costs incurred by another party. If Buyer cancels or suspends its order for any reason other than Seller's breach, Buyer shall promptly pay Seller for work performed prior to the cancellation or suspension and any other direct costs or liabilities incurred by Seller as a result of such cancellation or suspension. Depending on the moment in which the unilateral cancellation of the seller occurs, the following approximate percentages of minimum costs to be assumed by the canceling party are agreed: i) 50% of the price during the pre-manufacturing phase, ii) 70% % of the price during the manufacturing phase and iii) 100% of the price with the material ready for delivery, even if it is not received by the buyer.
12. - Buyer's default.
In the event of non-compliance with any of the Buyer's obligations, as well as in the event of a declaration of bankruptcy, liquidation or dissolution of its company, the Seller shall have the right to notify the total or partial rescission of the contract or the suspension of its execution in in whole or in part, and may exercise the retention of title apart from other possible legal actions, without the need for a new requirement, notification or judicial intervention. To terminate the contract, the seller will send a reliable notification (Burofax or Notarial Act) without the Seller having to respond for damages, without prejudice to other actions. As soon as any of the aforementioned circumstances occurs, all claims Seller has against Buyer will become payable immediately.
13. - Confidentiality and Data Protection.
In compliance with the provisions of Organic Law 15/1999 of December 13 on the Protection of Personal Data, the personal data provided by the Buyer will form part of the Seller's customer file, whose purposes are to maintain the relationship contractual, control and management of sales and their corresponding collections. The Seller will treat said data with the utmost confidentiality, and undertakes not to use it for a purpose other than that for which it was collected, as well as to keep it with the appropriate measures to guarantee its security and prevent its alteration, loss, treatment or unauthorized access. The Seller undertakes to keep professional secrecy regarding the aforementioned personal data, even once the contractual relationship has ended. The Buyer authorizes the Seller to keep their data for a period of five years once the contractual service has been fulfilled. The Buyer has the possibility of exercising the rights of access, rectification, cancellation and opposition by sending a written communication to the attention of the Data Protection Officer of UNITECME, with address in Spain, Premià de Mar, 08330, C/Elisenda de Montcada , 65
14. - Separability.
These conditions will be considered severable, and if any of them were invalid for any reason, the rest will remain valid with all their force and effect. If these conditions refer to other documents as binding, their content will be considered as part of these conditions, with the same validity and obligation for the parties.
15. - Language.
In case of discrepancy between texts in Spanish and texts in any other language, the text in Spanish will prevail.
16.- Jurisdiction and Arbitration.
The parties agree that in case of conflict or different interpretations, both of these general conditions or with respect to their operations, they will first submit to arbitration by the International Chamber of Commerce and to the rules that regulate said arbitration of the aforementioned Chamber (or equivalent body or that replaces it). The norm to apply will be the Spanish legislation. The parties expressly waive any other forum or jurisdiction to which they may be entitled.