General Terms and Conditions of saleDate: 13/02/20
- Purpose and scope
These general terms and conditions of sale shall govern the contractual relations between Rodabell, S.A., (hereinafter Rodabell or the Seller) and their customers arising from the sale of products and services for orders placed with them and which Rodabell accepts.
These general terms and conditions exclude the application of any general purchasing conditions specific to the customer, as orders for the sale of products and services will be governed by the former.
The terms and conditions contained herein shall be binding upon acceptance of the sales agreement between the Buyer and the Seller and shall invalidate any other document attributable to the parties. The quote shall be made by sending the purchase order (PO) directly to the Seller’s office, which shall subsequently be accepted by the Seller. For it to be binding for the Seller, such acceptance must be in writing.
- Placing of orders
The customer must send their orders for products to Rodabell in writing, specifying the type of product, the quantity and requested delivery date, as well as the identification or reference number of the product or service.
For the sales agreement for the products to be finalised and binding, the PO must be accepted by the Seller. Within a maximum of 7 days after placing the order, Rodabell will inform the customer of its acceptance. Once the PO is accepted, the customer will not be able to make total or partial cancellations without prior agreement with the Seller of the terms and conditions of the total or partial cancellation thereof.
- Price and taxes
The sale prices are net excluding VAT, or any other tax, duty or fee that will subsequently be charged in the invoice with the corresponding rates. Unless there is a provision against the PO, or an agreement on the matter between the Buyer and the Seller arising from their commercial relationship, the prices include packaging but do not include shipping, charges and insurance. These prices are only valid for the full order of the products specified in the quote.
In the case of quotes prior to the PO, the prices quoted will have the temporary validity indicated in each case and during this period the quantities specified in the quote will be considered as fixed for the payment conditions.
Once the PO is accepted by the Seller, prices are considered fixed and non-revisable. They shall only be revisable if:
1.- It has been agreed between the Buyer and the Seller.
2.- The PO has been modified at the request of the Buyer and accepted by the Seller.
3.- The prices have been quoted in a currency other than the Euro and an exchange rate variation has taken place between the PO date and the contractual invoicing date.
All the taxes that are applicable for the sale, use, exercise, etc., of the equipment listed and all the resulting bank interest penalties are strictly the responsibility of the Buyer, and the sale prices are not included. The Buyer shall provide the Seller with proof of the exception where applicable.
- Delivery and delays. Rights and risk of loss.
The final completion date will be the one established when an agreement has been reached and the required deposit received. All costs and fees to pay in customs shall be borne by the Buyer. Shipping shall always be borne by the Buyer unless expressly agreed otherwise, the goods shall always be transported at the Buyer’s risk and expense.
The delivery times of the orders shall be approximate. Therefore, Rodabell shall not be liable to the customer for any delays in the delivery of products.
Unless otherwise stipulated, title, interest in the materials, as well as any risk of loss shall pass from the Seller to the Buyer once the material has been loaded by the carrier at the Seller’s plant.
The Seller shall not be liable for non-performance or delay in performance due to causes beyond the Seller’s reasonable control, including difficulties with assembly personnel, governmental hindrance, delays in suppliers or shipping, weather conditions, war, civil disturbance, or force majeure. Delays caused by any of the above reasons will result in an extension of the project completion date. The Buyer shall bear the costs of storing materials that are ready for shipment from the Seller’s plant but which cannot be sent for reasons attributable to the Buyer.
- Transfer of ownership and reservation of ownership.
The Seller expressly reserves the ownership of the products, which will remain theirs until the Buyer makes full payment of the agreed price. If the Buyer enters bankruptcy or similar proceedings, they shall refrain from including the aforementioned products in their assets and must inform the Seller immediately.
The Buyer is obliged to inform of the existence of this reservation of ownership to whomever it may concern in any of the cases and, likewise, the Buyer is obliged to keep the products in their possession with all diligence and care and to insure them against all possible risk. Consequently, the Buyer shall refrain from carrying out any act or arrangement and transfer, or liens on any title, regarding the merchandise while any amount of the price is pending payment.
In cases where the Buyer breaches any of their obligations, or if there is a reasonable doubt about the fulfilment of their obligations, the Seller is authorised to terminate and cancel the agreements by means of a written notification to the Buyer. They are also authorised to regain ownership of the products; and all this without prejudice to the Seller’s other rights, in particular the right to recover all costs and damages incurred, including all court and out-of-court costs and the payment by the Buyer to the Seller of all amounts due or payable hereunder.
The Buyer is not authorised to terminate the agreement until the Seller has been paid all debts up to that point, including those not due, as well as any damages that the Seller may suffer. Therefore, this agreement cannot be cancelled by the Buyer for any reason unless they reasonably inform the Seller in writing of the status of the agreement.
- Limitation of action and remedy.
Any and all claims, actions, or legal proceedings that may be brought by the Buyer must be initiated within seven days of the completion of the sale of the product or service.
The Seller shall not be liable for damages caused by the breach or non-performance of this agreement, and the Seller’s liability for the breach or non-performance and the Seller’s liability may not exceed the contract price. The Seller can initiate any action against the Buyer for non-payment of any stipulated amount. Any claims, actions or lawsuits for loss of productivity, downtime and/or lost profits of the Buyer will not be applicable to the Seller.
- Intellectual and industrial property.
The industrial or intellectual property of the quote or PO in all its terms and the information attached to it, as well as that of the products supplied and that of the related elements, plans, drawings, software, etc., included, belong to the Seller or to its suppliers, for which reason their use by the Buyer for purposes other than the completion of the PO is expressly prohibited, as well as their total or partial copying or transfer of use to third parties without the express prior written consent of the Seller.
The Buyer also agrees to inform the Seller of an infringement of the trademark or trade name or other intellectual and industrial property rights of the Seller or of any unfair competition action of which the Buyer is aware. The Buyer agrees to help as far as possible with regard to legal actions by the Seller.
The Buyer undertakes not to disclose to third parties’ documents, data, know-how or any other information it has received from the Seller in any way whatsoever orally or electronically without the Seller’s prior written consent, and to use such confidential information exclusively for the purposes provided for in these general terms and conditions of sale. The Buyer undertakes to make confidential information available only to employees who need such confidential information and who are subject to the obligation of confidentiality.
- Quality, environmental and occupational safety criteria.
Through the Management System based on the ISO 9001, ISO 14001 and OHSAS 18001 Standards, Rodabell has a firm commitment to quality, the environment and safety based on satisfying the requirements applicable to the product, the customer, society and our sector. In addition, we are very aware of values such as continuous and planned improvement in our work, as well as increasing our efficiency for the benefit of these areas. Accordingly, you have at your disposal the certificates in force, as well as our Management Policy and Code of Ethics on our Website: http://rodabell.com/empresa/ and we would appreciate your feedback on our services through the satisfaction survey at http://rodabell.com/cuestionario-satisfaccion-de-clientes/
Likewise, the use and processing of our products and services at the end of their useful life is very important for Rodabell. Accordingly, we are at your disposal to inform and advise you on the correct environmental management (reduction, reuse, recycling and, ultimately, waste management) that our products and services may generate, through the means of contact of our Website: www.rodabell.com where you can also find out about our environmental performance.
Any disputes or discrepancies arising from the interpretation, execution or fulfilment of quotes as well as the acceptance or confirmation of POs by Rodabell shall be subject to Spanish law and to the jurisdiction and venue of the Courts of Viveiro, Lugo.