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GENERAL CONDITIONS 1 General 1.1 The sales of products and the provision of services (hereinafter, the Supplies) to be carried out by lubrimarkt will be governed by these General Conditions of Sale, except for everything that is expressly agreed differently in the corresponding offer. or in the acceptance of the order and that constitutes the particular conditions of the same. Therefore, for all purposes, any other conditions that have not been expressly accepted by the Seller have no value. 1.2 Lubrimarkt sales are directed exclusively to private or professional customers. Therefore, the professional Buyer must reliably prove their professional status in any of the reference sectors (automotive, installer, etc...). 1.3 It will be considered that these General Conditions have been communicated to the Buyer from the moment in which the latter is informed of the web page where they are found or receives an offer from the Seller accompanied by these Conditions. Alternatively, they will be considered as communicated if the Buyer previously received them in the course of their commercial relationship with the Seller, considering in all these cases accepted by the Buyer, for all purposes, when placing their order. In the case of orders placed through the Web platform, its express acceptance is essential to confirm it. Likewise, these General Conditions of Sale will be of priority application over the general conditions of the Buyer. 2 Products 1. Choice of the product: The Buyer is solely responsible for the choice of the product that is the object of the sale, as well as the use or function to which it is intended. Therefore, and in accordance with what is referred to in its catalogues, rates and/or general information about the product, the Seller is not responsible or guarantees that the product is suitable for the technical applications intended by the Buyer, nor to achieve, in whole or in part, the objectives set by him when making his purchase of the products. 2. Restricted Explosives Precursors: “I hereby declare that the commercial product and the substance or mixture it contains will be used only for the purposes of the indicated use, which, in any case, is a legitimate use, and will be the object of sale or delivery to another client only if said other client makes a declaration of similar use, respecting the restrictions established in Regulation (EU) 2019/1148 for making it available to individuals.” 3 Formalization of orders and scope of supply 3.1 The scope of supply must be clearly specified in the Buyer's order. To be considered effective, the order must receive express acceptance by the Seller, except in cases where, given the periodic nature of the Supply, by mutual agreement, this requirement has been eliminated. 3.2 The Supply includes the products of the order that are available within the agreed delivery period, except for those cases in which, in the Buyer's order that has been accepted by the Seller, some documentation, information, support or additional service. 3.3 Unless otherwise indicated by the Buyer, the Seller may include in the order, the products pending Supply from previous orders that were not delivered due to lack of stock and are available at the time of order confirmation. 3.4 Once the order has been processed, any subsequent addition will be considered as a new independent order, subject to the general conditions of sale. 3.5 The final confirmation of the order by the Seller is subject to the availability of credit assigned by it to the Buyer. The risk will be assigned unilaterally by the Seller based on financial information published by the Buyer in Public Records or updated credit reports provided by a credit and surety insurer of recognized prestige. In case of not having risk or having exhausted it in previous orders, the Buyer will be informed immediately to reach a solution agreed between the parties. 3.6 The weights, dimensions, capacities, technical specifications and configurations referring to the Seller's products included in catalogues, brochures, prospectuses and technical literature, are indicative and non-binding, with the exception of cases in which the Seller accepts a closed specification of the Seller. Buyer, which must be part of the order documents. 3.7 The modifications and/or variations of the scope, terms or other terms of an order that may be proposed by one of the Parties, must be notified to the other party, always in writing, and to be valid, they must be accepted by said party. They will also be considered as modifications and/or variations those caused by changes in the applicable legislation, regulations and regulations that occur after the date of presentation of the corresponding offer, if such modifications and/or variations come to impose additional or more onerous obligations. on the Seller, the Seller shall be entitled to an equitable adjustment of the contractual terms that fully reflects the consequences of the new or modified law or regulation. 4 Prices 4.1 The prices of the Supply are net, not including VAT or any other tax, duty or fee, which will be reflected later on the invoice at the corresponding rates. In the case of prices and rates that include any tax or fee, it will be stated expressly, clearly and unequivocally. 4.2 The current rate that governs the prices of the products offered by the Seller will be the one published on the seller's Web platform, prevailing over rates printed on paper or any other medium. 4.3 In general, unless there is a stipulation to the contrary in the order, or an agreement in this regard between the Buyer and the Seller derived from their commercial relationship, the prices of the Supply do not include transport, charges, or insurance and are considered to be located in Seller's premises. These prices are only valid for the order of all the materials specified in the offer. 4.4 For orders with delivery in the peninsula, the Seller will set a minimum amount from which the transport costs will be assumed by him. 4.5 The Seller will set a minimum amount per order. In those orders whose amount is less than the established minimum, the Seller will apply an additional fixed charge to the amount of the order. The Seller will always inform the Buyer of the amount of this additional fixed charge before the confirmation of the order. 4.6 In the case of offers published prior to the order, the prices offered are valid for one month, unless expressly stated otherwise. If any, during this period the payment conditions specified in the offer will be considered as fixed. In the event that the Offered Supply consists of imported products subject to currency exchange contingencies or the payment of tariffs and fees, in which case the price of the offer would be adjusted based on said variations. 4.7 The prices indicated in the offer are understood for the payment conditions specified in it. If these payment conditions were modified, the prices of the offer would be subject to revision. 4.8 Once the order has been accepted by the Seller, the Supply prices will be considered fixed and not subject to revision. However, a price revision will be applicable when: It has been agreed between the Buyer and the Seller. The scope of the Supply has been modified at the request of the Buyer, and, in general, any variation and/or modification occurs by virtue of what is established in these Conditions. The prices have been quoted in a currency other than the EURO to the extent that it has experienced a parity variation with respect to the EURO from the date of the order to the contractual dates of invoicing of each milestone. 4.9 In the event that the Buyer distributes products supplied by the Seller through a Web platform, the Seller may interrupt the Supplies if it determines the prices offered by the Buyer in this channel harms the Seller's commercial and communication strategy. 5 Payment terms 5.1 The Seller's offer or, in the absence of such, the Buyer's order accepted by the Seller, shall include the payment terms for the Supply. Pre-specified payment terms may also be used within the framework of an ongoing business relationship agreement between Buyer and Seller. Said payment conditions must comply with the provisions of Law 15/2010, of July 5, modifying Law 3/2004, of December 29, which establishes measures to combat late payment in commercial operations, without exceeding in any case the maximum terms established therein. 5.2 In the absence of another agreement, the payment term will be in cash on the date of delivery by the Seller of the corresponding products. 5.3 Payment will be made under the conditions agreed upon by the parties as long as they are accepted by the Seller based on the credit quality of the Buyer determined unilaterally by the means it deems appropriate, such as financial information of the Buyer available in Public Records or provided by a credit insurer. 5.4 Payment will be made through the instrument agreed between Buyer and Seller. In the absence of an agreement, it will be understood to be made either by transfer to the Seller's bank account or by payment by debit/credit card through the Seller's POS portal. In the event that the agreed instrument is a direct debit in the bank account indicated by the Buyer, it will be essential that the Seller previously has authorization signed by the Buyer to issue the corresponding money order. In any case, the payment will be made without any deduction such as non-agreed withholdings, discounts, expenses, taxes or fees, or any other deduction. 5.5 If, for reasons beyond the Seller's control, the delivery or receipt of the Supply is delayed, the contractual payment terms and conditions will be maintained. 5.6 In the event of delay in payments by the Buyer, the latter will have to pay the Seller, without any requirement and from the due date of the payment, the late payment interest, which will be calculated in accordance with the provisions of the Article 7 of Law 3/2004, of December 29. The payment of these interests will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions. 5.7 In the event that the Buyer incurs in delays in the agreed payments, the Seller may provisionally or permanently suspend, at its option, the shipment of the Supply or the execution of the services, without prejudice to requiring the Buyer to carry out the delayed payments and to claim, where appropriate, additional compensation for this suspension of the Supply or execution of the agreed services. 5.8 In the event that the Buyer's non-payment persists eight days after being formally required to pay by the Seller, the Seller may demand immediate payment of all invoices not due, as well as advance payment of all deliveries not made until date and corresponding to confirmed orders. 5.9 In the event of deterioration of the Buyer's credit and/or solvency, and delays in payment, the Seller may also require the provision of an additional guarantee, or require payment in advance for orders. In any case, if it is about orders that require supplies with specifications marked by the Buyer, the Seller may subject the execution of these orders to the provision of an additional guarantee or, failing that, to the advance payment of the merchandise. 5.10 The mere formulation of a claim by the Buyer does not entitle the same to the suspension or any deduction in the committed payments. 6 Term and conditions of delivery 6.1 The term of delivery is understood for the material placed in the position and conditions indicated in the acceptance of the order. If the delivery position is not specified therein, the Supply will be considered to be located at the Vendor's facilities. In order for the delivery time to bind the Seller, the Buyer must have strictly complied with the payment schedule, if it includes any payment prior to the issuance of the Supply. 6.2 The delivery period will be modified when: -The Buyer does not deliver the documentation that is necessary for the execution of the Supply on time. -The Buyer requires modifications to the order, which are accepted by the Seller and which, in the opinion of the Seller, require an extension of the delivery period. -The Buyer has failed to comply with any of the contractual obligations of the order, especially that which refers to payments for the order in process or for previous Supplies. -For reasons not directly attributable to the Seller, there are delays in the provision of all or some of the elements of the supply. -In an illustrative, but not limiting way, the following causes of delay are included: strikes, transport and services, failures in third-party supplies, failures in transport systems, floods, storms, riots, strikes by the Seller's personnel or its subcontractors, accidental stops at the Seller's facilities due to breakdowns, etc. and the causes of force majeure contemplated in the current legislation as established in Clause 14. In the previous cases, the postponements in the delivery period will not modify the Supply payment schedule. 7 Transfer of risks and transportation 7.1 Unless the terms of the invoice indicate otherwise, the risk is transferred to the Buyer at the time of arrival of the goods at the destination indicated by him for delivery or at the time they are made available to him at the Seller's facilities for collection by or on behalf of the Buyer. The risk is transferred even if the Buyer decides to delay its collection. 7.2 Possible claims against the carrier, in the event that they are found upon arrival of the goods, either due to differences in quantity, or due to defects due to transport, must: -Make them immediately in the delivery documents that are in the possession of the carrier. -Be confirmed to the carrier by registered letter with acknowledgment of receipt within three working days following the delivery date. 7.3 If the products are ready to be supplied, and the Buyer does not remove them or does not reach an agreement with the Seller for them to be stored in its facilities under agreed conditions, all the expenses caused by the storage, evaluated at Seller's discretion, will be borne by the Buyer, who will also bear all the risks that the stored material may suffer. 8 Inspection and Reception 8.1 Once the Supply has been received, the Buyer will verify its content within a period not exceeding 10 working days from receipt in the case of conventional transport to check for possible defects and/or faults that could be attributable to the Seller, communicating, where appropriate, immediately to the Seller the existence of these defects and/or faults. 8.2 If the Supply presents defects and/or faults attributable to the Seller, the latter will take the necessary measures for their prompt correction. 8.3 Once 10 working days have elapsed respectively from the reception of the supply by the Buyer without the Seller having received a written communication about possible defects or faults, the Supply will be considered to have been accepted, starting to count from this moment. the warranty period. 9 Return of materials 9.1 In no case will the Seller accept returns of materials without prior agreement in this regard with the Buyer. A period of 15 days is established from the time the Supply has been received by the Buyer, so that the Buyer can notify the Seller of its intention to make a return and the justification for it, and agree with the Seller, where appropriate, the procedure for return. In any case, the claims of the Buyer to the Seller must be made in writing and in a reliable manner. 9.2 Returns or shipments of material to the Vendor's facilities, whether for payment, replacement or repair, must always be made carriage paid. 9.3 In the event of a return due to an error in the order or for other reasons beyond the Seller's control, 15% of the net value of the material returned will be charged as a share of the revision and relocation costs. 9.4 The Seller will not accept returns of materials that have suffered any alteration of their original packaging or whose packaging has been modified in the Seller's stock. Exceptionally, in the event that the Seller decides to accept the return of material in any of these conditions, 30% of the net value of this returned material will be charged. 9.5 The Seller will also not accept returns of products designed or manufactured specifically for the order, as well as discontinued products. 10 Guarantees 10.1 Unless expressly stipulated to the contrary included in the offer or acceptance of the order, the Seller guarantees the products it has supplied with regard to defects in materials, manufacturing or assembly for a period of one year from the date of receipt. , be it explicit or tacit (15 days after shipment to the Buyer without written communication to the Seller indicating any disagreement) 10.2 The guarantee expressed in the previous section consists of the repair or replacement (at the Seller's option) of the elements that have been recognized as defective, either due to material defects or due to manufacturing or assembly defects. Repairs are understood to be carried out at the Seller's facilities, with the Seller disassembling, packing, loading, transporting, customs, fees, etc., originating from the remission of the defective material to the Seller's facilities and its subsequent delivery to the Buyer. . However, it may be agreed with the Buyer to carry out the repairs and replacement of the defective item at the Buyer's facilities. 10.3 The repair or replacement of a defective element of the Supply does not change the start date of the guarantee period for the whole Supply, which will be the one indicated in section 10.1. However, the repaired or replaced item will have a one-year warranty from its repair or replacement. 10.4 When the guarantee expressed in section 10.2 consists of a replacement that, due to urgency, must be immediate, the Buyer undertakes to return the defective product or element within a period not exceeding 7 days from the delivery date. of the new product or element. In the case of non-return of the replaced part, the billing of the part sent will be carried out. 10.5 In no case will the Seller be responsible for the repairs carried out by personnel outside its organization. 10.6 Damages or defects due to normal wear and tear due to the use of the products are excluded from the guarantee. In addition, damages and defects caused by improper conservation or maintenance, improper or negligent storage or handling, abusive use, use of inadequate liquids and gases, as well as inadequate flow or pressure, assemblies, are excluded from the guarantee, which will also be considered expired. defective, variations in the quality of the electrical supply (voltage, frequency, disturbances and the like), modifications made to the Supply without the approval of the Vendor, installations carried out or modified later without following the technical instructions of the product and, in general, any cause that does not be attributable to the Seller. 11 Limitation of liability The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising from compliance or non-compliance with its contractual obligations, shall not exceed the basic contractual price as a whole and shall in no case include damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims from Buyer's customers, loss of anticipated savings, increase in operating costs or any special, indirect or consequential damages or losses of any kind. The limitation of liability contained in this clause shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision further restricts the Seller's liability. 12 Export Limitation The Buyer acknowledges that the products supplied by the Seller may be subject to local or international provisions and regulations related to export control and, without the authorizations to export or re-export from the competent authorities, they cannot be sold , or rent or transfer the supplies or use them for any purpose other than what was agreed. Buyer is responsible for complying with such provisions and regulations. 13 Competent Jurisdiction These Conditions will be governed by, and interpreted in accordance with, Spanish law. The parties expressly waive any other jurisdiction that may correspond to them and submit to the jurisdiction and competence of the Courts and Tribunals of Palma de Mallorca capital. 14 Force Majeure 14.1 In the event that the Seller is prevented, totally or partially, from fulfilling its contractual obligations, due to Force Majeure, the fulfillment of the affected obligation(s) will be suspended, without any liability. Seller, for as long as reasonably necessary under the circumstances. 14.2 Force Majeure shall mean any cause or circumstance beyond the Seller's reasonable control, including, but not limited to, strikes by suppliers, transport and services, failures in third-party supplies, failures in transport systems, natural disasters, floods , storms, riots, strikes, labor disputes, strikes by the Seller's personnel or its subcontractors, sabotage, acts, omissions or interventions of any type of government or agency thereof, accidental stops at the Seller's facilities due to breakdowns, etc. and other causes of force majeure contemplated in current legislation directly or indirectly affecting the activities of the Seller. 14.3 When a cause of Force Majeure occurs, the Seller will notify the Buyer as soon as possible, stating said cause and its foreseeable duration. Likewise, it will communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended due to the same. The occurrence of a force majeure event will entitle the Seller to a reasonable extension of the delivery period. 14.4 If the cause of Force Majeure lasts more than one (1) month, the Parties will consult each other to try to find a fair and appropriate solution to the circumstances, taking into account the Seller's difficulties. If such a solution cannot be found within the following 30 days, the Seller may terminate the order, without liability on its part, by giving written notice to the Buyer. 15 Environmental management of packaging and packaging waste The final holder in Spain of the packaging waste or used packaging is responsible for its delivery for proper environmental management, in accordance with Law 11/1997, Royal Decree 782/1998, Royal Decree 252/2006 and concordant legislation. The final holder in any other member state of the European Union of packaging waste or used packaging is responsible for its correct environmental management in accordance with Directives 1994/62 CEE of December 20 and 2004/12 CEE of February 11 and applicable state regulations. 16 Confidentiality The Parties must treat confidentially all documents, data, materials and information provided by one of them to the other and not disclose them to any third party, nor use them for any other purpose other than the fulfillment and development of the Supply, unless previously stated the consent of the other Party in writing. The foregoing does not prevent the Seller from providing the name of the Buyer and the basic data of the Supply as part of its commercial references. 17 Termination 17.1 Either Party may immediately terminate the order by giving written notice to the other Party if the other party materially fails to comply with the order. 17.2 No breach of the order will be considered material unless the Party in breach has been notified in advance in writing and has not remedied the breach within thirty (30) days of notification. Likewise, the following cases will be cause for resolution: -The dissolution and/or liquidation of any of the Parties, except in the framework of merger operations carried out within the Group to which each one belongs. -The cessation of activity of any of the Parties. -The persistence of a Force Majeure Event or suspension for more than one (1) month from the date of receipt by one of the Parties of the first written communication sent by the affected Party -Any other cause of resolution expressly indicated in other Clauses of these Conditions. 17.3 In the event of termination due to causes attributable to the Buyer or Force Majeure, the Seller shall be entitled to receive: -The amount corresponding to the value of the products already delivered in accordance with the prices established in the order. -The amount of the products pending delivery that the Seller is obliged to receive from its suppliers, once they are delivered to the Buyer. -The cancellation amount of the orders issued by the Seller to its suppliers, when said cancellation is possible. -A compensation for other damages and losses suffered as a result of the Buyer's breach. Customer Service from Monday to Friday, from 8:30 a.m. to 1:00 p.m. and from 3:30 p.m. to 7:00 p.m. Phone: +34 871 201 578 Write to us: ventas@lubrimarkt.es
