EXTRAICE SL GENERAL SALE CONDITIONS
THESE WILL ALWAYS PREVAIL OVER THE CUSTOMER’S GENERAL PURCHASE CONDITIONS
Seller: Extraice, S.L., with registered office at Calle Extremadura 2, 41909, Salteras, Seville, Spain, registered in the Commercial Registry of Seville in Volume 3,797, Folio 41, Page SE-54668, 1st entry and bearing Spanish Tax Identification Code ESB91295212.
Customer/Buyer: The natural person or legal entity who places an order with the Seller or signs a contract with the Seller for the delivery of goods or provision of services.
Goods/Products: The items, materials, supplies and/or services to be manufactured and/or supplied by the Seller.
2.1. The Customer shall send the Seller the orders for Products in writing, specifying the type of Products, quantity and date of delivery requested.
2.2. The order must be accepted by the Seller so that the agreement to sell the Products is understood to be finalised and binding. The Seller shall inform the Customer of the acceptance of the order within a maximum of 10 days after receipt of the order. Once an order has been accepted by the Seller, the Customer may not cancel it in whole or in part unless he reaches an agreement with the Seller on the conditions for the total or partial cancellation of the order.
2.3. The Seller has no obligation to accept any order and therefore reserves the right to refuse it without any liability whatsoever arising in consequence.
Delivery, Transport and Packaging Conditions
- The date of delivery determined or expressly accepted by the Seller shall be an essential condition and may not be changed by the Customer unless expressly agreed in writing, and all Goods shall be delivered to the address of the Buyer specified in the contract or order, as applicable.
- Product delivery times shall be understood to be estimated or approximate time frames, and in no case shall they be considered concrete. Therefore, the Seller shall not be liable to the Customer for any delays in the delivery of the goods. In any case, the Seller shall endeavour to meet and supply the Product orders within the time limits agreed with the Customer, provided that its resources and production capacities allow it to do so.
- All Goods shall be delivered in accordance with the Seller’s instructions, in accordance with the Incoterms 2010 rules in force and agreed upon with the Customer in the sale purchase agreement or order. The shipment will be made by the route chosen by the Seller and all expenses caused by packaging, identification signs or change of routes not in compliance will be borne by the Customer.
- The risk, the responsibility for the transport and the insurance on the Goods is regulated by the Incoterms 2010 agreed upon by the parties.
- Ownership of the Goods shall pass to the Buyer upon delivery of the Goods provided that the Buyer has paid the sums due in respect of the purchase or acquisition of the Goods in full to the Seller, including delivery charges and any other charges agreed upon or payable by the Customer.
New Product Warranties
4.1 Unless otherwise expressly stipulated in the offer or acceptance of the order, the Seller guarantees the products it has supplied with regard to material, manufacture or assembly defects for a period of 2 years from the date of delivery of the same, except for the panels, which are specified in clause 4.3.
4.2 The guarantee expressed in section 4.1 consists of the repair or replacement (at the Seller’s discretion) of the elements that have been recognised as defective, either due to material defects or manufacturing defects.
4.3. In the case of PRO panels, the warranty is increased by 10 years in addition to the initial 2 years and in the case of LITE panels, the warranty is increased by 4 years in additional to the initial 2 years.
For the additional guarantee, the value of the panels will be depreciated according to the time the customer has had it and the time remaining on the guarantee.
Only in the case of replacement from the initial warranty, the customer must pay the depreciated amount of the material so that the company can send you new material with a new warranty.
4.4 The repair or replacement of a defective item does not change the start date of the warranty period for the whole order, which will be the date indicated in section 4.1.
4.5 Under no circumstances will the Seller be responsible for repairs carried out by personnel outside its organisation.
4.6 In no event shall the Seller bear any costs or fees associated with the installation, reinstallation or replacement of materials, nor shall the Seller bear any transportation or shipping charges.
4.7 The guarantee does not apply in the case of damage that is not directly attributable to the normal operation of the product, such as damage resulting from impacts, handling errors, interference or attempts by the Customer to interfere in the material’s maintenance, repair or adjustments or any other modification made by the Customer. In addition, the following are excluded from the guarantee, which will also be considered expired: damage and defects originating from inadequate conservation or maintenance, incorrect or negligent storage or use, abusive use, use of unsuitable liquids and gases as well as inadequate flow or pressure, defective assembly, variations in the quality of the electrical supply (voltage, frequency, disturbances,…), modifications made without the Seller’s approval, installations carried out or subsequently modified without following the technical instructions of the product and, in general, any cause not attributable to the Seller.
5.1. The sales prices of the Goods shall be those set out in the Seller’s offers and rates as communicated to the Customer. The corresponding taxes, in particular Value Added Tax (VAT), must be added to these prices.
5.2. The prices shall be understood to include everything that the Seller must provide or make for the delivery of the Products in accordance with these General Conditions.
5.3. The Seller may change the sales prices of the Products at any time. The increase in the sales price will not affect orders for Products in progress which have been previously accepted.
5.4. In the event of total or partial non-payment of the price of the Goods, the amount due and unpaid shall accrue interest on arrears without the need for any notice of termination or notice from the Seller. Furthermore, the Seller shall be entitled to suspend or cancel outstanding deliveries of Products to the Customer until the order for which payment is due and payable is paid, or to require advance payment for any new order.
6.1 The Customer shall pay the price for each order of the Products by bank transfer before sending the goods.
6.2 The formulation of a claim by the Buyer does not entitle the Buyer to any suspension or deduction in the promised payments.
Intellectual and Industrial Property and Compensation for Rights Claims
- The intellectual and/or industrial property of the Products, in all their terms, and the information attached to them, and that of the elements, plans, drawings, software, etc., incorporated or related to them belong to the Seller, and therefore their use by the Buyer for purposes other than the completion of the order, as well as their total or partial copying or transfer of use to third parties without the Seller’s prior written consent is expressly prohibited.
- The Seller may provide the name of the Buyer as part of its business references.
- The Customer is solely responsible for the choice of the Product to be bought as well as the use or function for which it is intended. The Seller shall not be liable for or guarantee that the Product is suitable for the technical applications intended by the Customer or for achieving, in whole or in part, the objectives envisaged by the Customer when purchasing the Products. The Customer shall not be entitled to return the Products and claim the price paid.
- The Seller’s liability for damages caused by defects in the Products is excluded, except where it is expressly required to do so by the applicable mandatory law. Furthermore, the Seller shall not be liable for any incidental, indirect or consequential loss or damage, loss of profit or production, or risk of development of the Products.
- The Customer shall be solely responsible and shall exonerate the Seller where appropriate of any damage caused to its own employees or to third parties as a result of improper use, storage, preservation, handling or processing of the Products; in particular, but not limited to, when the Customer has not observed the indications, warnings or instructions that the Seller may have given in this respect.
- The Seller will not be responsible in any case to third parties for causes beyond its control, including the Customer’s failure to comply with the regulations applicable to the products. The Customer shall hold the Seller harmless against any claims, damages and/or losses arising, directly or indirectly, from the breach of the obligations assumed by the former under its contractual relationship.
- The buyer must have all the necessary insurance, licences and authorisations for the installation of the ice rink.
Return of materials. Claims.
9.1 Under no circumstances shall the Seller accept returns without prior agreement with the Buyer and the Seller’s signature and delivery of the return authorisation document.
In any case, the Buyer’s claims against the Seller must be made in writing and in a reliable manner.
9.2 The Seller shall not accept returns of materials that have been unsealed from their original packaging, used, mounted on other equipment or installations, or subject to disassembly by anyone other than the Seller.
9.3 Unless expressly agreed otherwise, the Seller shall not accept returns of products designed or manufactured specifically for the order.
- The Parties shall use all data, information and know-how of whatever kind which is received from the other Party solely for the execution of the contract signed. The Customer is obliged to observe absolute confidentiality regarding the data, information and know-how and shall never make reference to them, disclose them, expose them, publicise them or publish them by any means, spoken or written, or publish any point related to the contract without the prior permission of the Seller.
- The provisions of the previous points will be in force for a period of 4 years after the execution or termination of the contract.
Processing of personal data
- In accordance with Regulation 679/2016/EC of the European Parliament and of the Council of 27 April 2016 (“GDPR“), as well as the applicable national regulations on data protection, the Seller informs the Customer that by signing the contract he authorises the Seller to process the personal data arising directly from the contractual relationship established between the two parties.
Consequently, the Seller undertakes to: (i) to use the data to which it has access in accordance with the data protection regulations in force and exclusively to comply with the obligations under the contract, and (ii) not to communicate such personal data to third parties unless legally obliged to do so.
- Likewise, and for the purposes of the regulations in force on the protection of personal data, the Customer is recognised as having the possibility of exercising his rights of access, rectification, suppression, limitation, opposition, as well as the right to the portability of his data and not to be the object of automated decisions, by means of a request addressed to the Seller’s registered office. Finally, in the event that the Customer wishes to have more information about his rights regarding data protection or needs to make a complaint, he may contact the Spanish Data Protection Agency with address at Calle Jorge Juan, 6, 28001, Madrid in order to safeguard his rights.
Non-Valid Nature of Prior Documents and Subsequent Variations
This contract constitutes the entire agreement between the parties and supersedes all documents, statements of intent, meeting minutes and guarantees that may have been made by or on behalf of each party not expressly included in this contract or order.
No modification, revision or extension of the terms herein shall be binding on the Buyer unless written by an authorized representative of the Buyer and approved in writing by the Buyer.
The Seller reserves the right to assign the rights and obligations arising from these General Sale Conditions to third parties and to modify their contents with due publicity and at any time.
The Seller declares respect for society and for the individual, and that he works to implement policies that promote health, safety and care for the environment, firmly committed to the defence of environmental issues, convinced that it is not possible to develop quality business work without a rigorous commitment to protecting the environment around us.
Applicable Law and Conflicts
Unless otherwise agreed in writing, any agreement between the Seller and the Customer shall be governed by Spanish law, and any dispute or conflict between the two parties shall be arbitrated by the Courts of Seville (Spain).
Expenses and Taxes
All expenses and taxes arising from the execution, fulfilment or termination of this contract shall be borne by the Customer.