GENERAL CONDITIONS OF SALE
1.1 The sales of our products will be governed by these General Conditions of Sale, except in 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 DRAGONTT MEC COMPANY (hereinafter The Seller) have no value.
1.2 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 website where they are located 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; considered in all these cases accepted by the Buyer, for all purposes, when placing his order.
2. Intellectual and industrial property. The intellectual and / or industrial property of the offer, in all its terms, and the information attached to it, as well as that of the products being sold and that of the elements, plans, drawings, «software», etc., incorporated or related to them, belongs to the Seller, so it is expressly prohibited its use by the Buyer for other purposes than the completion of the order, as well as its total or partial copy or assignment of use in favor of third parties without the with the prior written consent of the Seller. The Seller may provide the name of the Buyer as part of its commercial references.
3. Formalization of orders and scope of the sale.
3.1 The scope of the sale must be clearly specified in the Purchaser’s order. To be considered effective, the order must receive an express acceptance by the Seller. Orders placed online will be governed by the conditions indicated in the system created for that purpose.
3.2 The sale includes only the products that are the object of the order, except in those cases in which, in the Buyer’s order that has been accepted by the Seller, some additional documentation, information, support or service is explicitly included.
3.3 The weights, dimensions, capacities, technical specifications and configurations referring to the Seller’s products included in catalogs, brochures, leaflets and technical literature, are for guidance and not binding, except in cases where the Seller accepts a closed specification of the Buyer, which has to be part of the documents of the order.
3.4 The modifications and / or variations of the scope, terms or other terms of an order that can be proposed by one of the Parties, must be notified to the other party, always in writing, and, in order to be valid, they must be accepted by said party. Modifications and / or variations will also be considered those caused by changes in the legislation, regulations and applicable regulations that occur after the date of presentation of the corresponding offer; if such modifications and / or variations come to impose additional or more burdensome obligations on the Seller, he will be entitled to an equitable adjustment of the contractual terms that fully reflects the consequences of the new or modified law or regulation.
4.1 The prices contained in our rates are exclusive prices for Spanish territory.
4.2 The sale prices are gross without including VAT or any other tax, duty or fee, which will be subsequently passed on to the invoice with the corresponding rates. Unless there is a contrary stipulation in the order, or an agreement between Buyer and Seller derived from their business relationship, the prices include packaging but do not include transportation, charges or insurance. These prices are only valid for the order of all the products specified in the offer.
4.3 In the case of offers prior to the order, the prices offered will have the temporary validity indicated in each case and in this period they will be considered as fixed for the payment terms and amounts specified in the offer.
4.4 Once the order is accepted by the Seller, the prices will be considered fixed and not subject to revision. However, a price revision will be applicable when:
a) It has been agreed between the Buyer and the Seller.
b) The order has been modified at the request of the buyer, and, in general, any variation and / or modification occurs under the provisions of these conditions.
c) The prices have been quoted in a currency other than the EURO to the extent that it has experienced a change in parity with respect to the EURO from the date of the order to the contractual invoicing dates of each milestone.
5. Payment terms.
5.1 The offer of the Seller or, in case there is no such, the Buyer’s order accepted by the Seller, will include the payment terms. Pre-specified payment conditions may also be used within the framework of a continuous commercial relationship agreement between the Buyer and the Seller. Said payment conditions must comply with the provisions of Law 15/2010, of July 5, of amendment of Law 3/2004, of December 29, which establishes measures to combat late payment in commercial transactions, without exceeding in any case the maximum terms established in it.
5.2 In the absence of another agreement, the term of payment will be that stipulated by Law 15/2010, of July 5, of modification of Law 3/2004, of December 29
5.3 Payment will be made under the agreed conditions, in the Seller’s bank account or through another agreed procedure. The payment will be made without any deduction such as withholdings not agreed, discounts, expenses, taxes or fees, or any other deduction.
5.4 If, for reasons beyond the control of the Seller, the delivery, assembly or start-up or receipt of the products is delayed, the terms and contractual payment terms will be maintained.
5.5 In the event of delay in payment by the Buyer, and unless otherwise expressly agreed, the Buyer will have to pay the Seller, without any requirement and from the due date of the payment, the late payment interest, which They will calculate in accordance with the provisions of 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.
5.6 In the event that the Buyer incurs delays in the agreed payments, the Seller may suspend provisionally or definitively, at his option, the shipment of the products, without prejudice to require the Buyer to make the overdue payments and to claim him , if applicable, additional compensation for this suspension.
5.7 The formulation of a claim by the Buyer does not entitle the Buyer to any suspension or deduction in the payments committed.
5.8 The products ordered will be supplied under reservation of title in favor of the Seller, until full compliance with the payment obligations of the Buyer, the latter being obliged to cooperate and adopt whatever measures are necessary or convenient and those proposed by the Seller to Safeguard your property on such equipment and materials.
6. Term and delivery conditions.
6.1 The delivery term is understood for the products delivered in the form and conditions indicated in the acceptance of the order, the Buyer having previously made the payments foreseen in his case.
6.2 The delivery period will be modified when:
a) The Buyer does not deliver on time the documentation that is necessary for the delivery of the products.
b) 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.
c) For the delivery of the products, the execution of works by the Buyer or its subcontractors is essential and these have not been executed on time.
d) The Buyer has breached any of the contractual obligations of the order, especially that which refers to payments.
e) Due to causes not directly attributable to the Seller, there are delays in the production or disposal of all or some of the elements of the product. Illustrative, but not limiting, include the following causes of delay: strikes of suppliers, transportation and services, failures in third-party supplies, failures in transportation systems, floods, storms, riots, strikes, strikes of personnel of the Seller or its subcontractors, sabotages, accidental stops in the Seller’s workshops due to breakdowns, etc. and the causes of force majeure contemplated in the current legislation.
6.3 In the event of a delay in the delivery of the products that are the object of the order directly and only attributable to the Seller, the Buyer will apply the penalty previously agreed with the Seller, if this exists, this penalty being the only possible compensation action due to delay .
7. Return of materials. Claims
7.1 In no case shall the Seller accept returns without prior agreement in this respect with the Buyer and after the signature and delivery of the authorization document for returns from THE SELLER. In any case, the Buyer’s claims to the Seller must be made in writing and in a reliable manner.
7.2. In case of a return by mistake in the order or for other causes beyond the Seller, and unless otherwise expressly agreed, will be charged 5% of the net value of material returned as revision and packaging costs.
7.3 The Seller will not accept returns of materials that have been unsealed from their original packaging, used, assembled in other equipment or facilities, or subject to dismantling other than Seller.
7.4 The Seller, unless expressly agreed otherwise, will not accept returns of products designed or manufactured specifically for the order.
8.1 Unless otherwise expressly stipulated in the offer or acceptance of the order, the Seller guarantees the products that it has supplied with regard to defects in materials, manufacture or assembly for a period of 2 YEARS counted from the date of manufacture of the products. materials
8.2 The warranty expressed in section 8.1 consists in the repair or replacement (at the option of the Seller) of the items that have been recognized as defective, either due to defects in the material or due to manufacturing or assembly defects. Repairs are understood to have taken place in the Seller’s workshops.
8.3 The repair or replacement of a defective item does not change the start date of the guarantee period of the whole order, which will be as indicated in section 8.1. However, the repaired or replaced item will have a 1 year warranty from its repair or replacement.
8.4 In no case shall the Seller be held responsible for a poor assembly of the product by the buyer or third parties, or repairs made by personnel outside the network of official distributors authorized by the Seller.
8.5 The guarantee is not applicable in case of deterioration that is not directly attributable to the normal operation of the product, such as breakdowns resulting from impacts, handling errors, interventions or attempts by the customer to intervene in the material for maintenance, repair or maintenance operations. adjustment or any other modification made by the customer. In addition, they are excluded from the warranty, which will also be considered expired, damages and defects caused by improper maintenance or storage, incorrect or negligent storage or use, abuse, use of inadequate liquids and gases as well as inadequate flow or pressure, assemblies defective, variations in the quality of the electricity supply (voltage, frequency, disturbances, …), modifications introduced without the approval of the Seller, installations made or modified subsequently without following the technical instructions of the product and, in general, any cause other than attributable to the Seller.
9. Limitation of liability.
9.1 The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising from compliance or breach of its contractual obligations, shall not exceed the basic contractual price and shall not in any way include damages resulting from lost profits, loss of income , production or use, capital costs, costs of inactivity, delays and claims of Buyer’s customers, replacement energy costs, loss of expected savings, increase of 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 responsibility of the Seller.
10. Export limitation.
10.1 The buyer acknowledges that the products sold 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, can not be sold, lease, assign, transfer, etc., the products sold or use them for any purpose that is not agreed. The buyer is responsible for complying with such provisions and regulations. The products sold can not be used directly or indirectly, in connection with the design, production, use or storage of chemical, biological or nuclear weapons, nor for their transport systems or for military applications.
11. Legalization of products.
11.1 Depending on the use to which our products are destined, their legalization will be necessary or not. There are products that do not require by law of their legalization in Spain. The Buyer may request information from the Seller about the legalization service for its products.
11.2 The Buyer is solely responsible for contracting or not the legalization service of the Seller’s products.
11.3 The legalization service offered by the Seller entails an additional expense not included in the price list of its products. This service may be contracted and must be paid by the Buyer.
11.4 The Seller does not offer legalization service for its products outside the Spanish market. The Buyer can always contract this legalization service with a company outside the Seller’s, under his full responsibility.
12. Applicable law. Submission to Jurisdiction and Competition. These Conditions will be governed by, and interpreted in accordance with, the Spanish laws. The parties expressly waive any other jurisdiction that may correspond and submit to the jurisdiction and competence of the Courts and Tribunals of Madrid.