General conditions of sale
1.- Our general conditions of sale form an integral part of our offers. Any order of our products makes them applicable, with the possible inclusion of changes that the interested parties may formulate by express or written agreement.
2.- Our offers are made without compromise and are understood for net prices, in the currency that is specified, without taxes, goods situated in our factory.
3.-The cancellation of an order, the same having been accepted by TRELLEBORG IZARRA, S.A.U., is not possible without written agreement. The non-acceptance of the goods by the customer does not exempt payment for the same.
4.- The amount agreed for the Products can, as an option of the Supplier, be changed by no more than ten (10) percent. The purchase price for the Products is established on the basis of the amount delivered.
5.- The prices of our products are mainly based on the day's price for the raw materials, company and energy costs. As a result, our prices can be changed at the time of delivery if there were changes to the aforementioned concepts, provided that the price lists are conditioned on maintaining the said costs.
6.- If models, casts or other tools are required for the production of the Products, the Purchaser shall be responsible for their costs. In the absence of an agreement stating otherwise, the said models, casts or other tools shall remain in the power of the Supplier. The Supplier shall not be able however without the consent of the Purchaser, to use the said models, casts and other tools for any use other than the production of the Products for the Purchaser.
The models, casts and other tools shall be stored by the Supplier, under their responsibility, for a period of two (2) years after the last delivery of the Products manufactured by the said models, casts and other tools. After the said period the Supplier has the right to get rid of the said models, casts and other tools in the manner that the Supplier deems fit.
7.- The supply periods are indicated for guidance. Exceeding or bringing forward the said periods can only give rise to cancellation, sanctions or damages if they are stipulated and accepted at the time of the order.
8.- Unless agreed differently in the Contract, the risk of loss or damage of the Product shall pass to the Purchaser once they have been made available to the same.
The goods travel at the risk of the addressee, even if sold payment on delivery. The indications on delivery notes, issue notes, etc. justify the quantities sent. It is therefore essential that the customer checks the goods on arrival in order to conserve their rights before the haulage contractor, making a note of the damages to the haulage contractor in the delivery documents.
In the event of flaws, their appeal shall be exercised against the haulage contractor, our responsibility being terminated at the time of delivery to the means of transport.
9.- In order for the claims to be admitted, they must be made within the eight days following receipt of the goods; it is necessary to indicate the invoice number and the date for any claim. After this period, unless there is an express agreement, we will reject any liability.
10.- The Supplier guarantees that the Products shall be free from defects relating to materials or labour when used in a correct manner and in accordance with the supplied products.
The liability of the Supplier to the Purchaser for any claim related to the Product shall be limited to repairing, replacing, reprocessing or refunding the purchase price, at the option of the Supplier, and this shall be the Purchaser's only option. Under no circumstances shall the Supplier be liable for consequential or indirect damages including, but not limited to, lost profits, loss of goodwill, capital costs and costs incurred in connection to substitute supply sources.
If there is no different agreement on the tolerances of the Products, the tolerance requirements to be applied shall be those of the Supplier.
The return of goods must be done with the transport paid to our address and shall only be admitted after mutual agreement prior to the return.
11.- Unless stipulated differently in the Contract, the Supplier shall receive payment no later than thirty (30) days following the date of the invoice.
In the event that payment by the Purchaser is delayed, the Purchaser shall be obliged to pay the legal financial interest, published every year in the General State Budgets.
In the case of the return of a receipt or a bill of exchange after the invoice has been accepted, the supplier reserves the right to demand immediate full payment of what is owed, to suspend the performance of any contract pending, until payment of any amount owed or to rescind the said contracts for the amounts pending delivery, and to claim for the corresponding damages.
Our agents or representatives are not qualified to receive payment of the invoices unless expressly stipulated.
12.- Unless there is an agreement to the contrary, the taxes indicated in the invoices are always the responsibility of the customer.
13.- The following cases: industrial disputes and any other circumstance out of the control of the parties like fire, war, general strike, requisition of assets, embargo, currency restrictions, uprising and civil disturbance, lack of transport, generalised lack of materials, restrictions on the use of energy and defects or delays in the deliveries by subcontractors caused by any of the circumstances referred to in this clause 13 shall be considered cases for relief if they prevent the performance of the contract or make it unreasonably slow. The circumstances referred to in this clause 13 that occur before the formalisation of the Contract shall constitute cases to rescind the contract only if their effect on the operation of the Contract could not be anticipated at the time the Contract is formalised.
If the Purchaser does not comply with their obligations under the Contract due to the circumstances referred to in this Clause 13, the Purchaser shall compensate the Supplier for any additional cost for insuring and protecting the Products.
Either party has the right to terminate the Contract by written notice to the other party if the performance of the Contract is impeded for more than six (6) months by reason of any of the circumstances referred to in this Clause 13. If the Purchaser treats the Contract as terminated, the Purchaser is obliged to buy from the Supplier, at a reasonable price, the materials purchased by the Supplier due to the delay of the Products as well as for any Product finished before the notice by the Purchaser of the termination of the Purchaser. Under these provisions, neither of the parties shall be liable to the other party for the termination of the Contract due to the circumstances referred to in this Clause 13.
14.- The fact of dealing with us and closing an agreement, implies the formal acceptance of our conditions of sale. Our contracting expressly rejects any general or particular purchase or sale condition that may figure in the letter or in documents that may have been used.
15.- The Purchaser shall compensate and shall free the Supplier of any fault for any claim that may be made by third parties, directly or indirectly, for loss or damages, for which the Supplier is not liable in accordance with Clause 15.
16.- The Supplier shall retain the ownership of all of the Products delivered until the purchase price has been completely paid by the Purchaser. In the event that there are consecutive deliveries of the products, the retention of ownership shall be applied to the totality of the delivery until full payment of the aggregated purchase. The goods shall be under the ownership of the supplier independently of the place where it is stored.
17.- Any litigation caused by contracts completed with our customers shall be submitted to the competence of the Courts of Vitoria (Alava), Spain, the parties renouncing any other jurisdiction that may correspond to them. Despite the conditions of the first paragraph of Clause 17, the Supplier shall be able to start legal action against the Purchaser to recover undisputed amounts due to the Products delivered or services provided in a suitable court.