General Conditions of Sale
1. SCOPE OF APPLICATION
These general conditions of sale (hereinafter “GCS”) shall be applicable to all the orders or requests for quote of Products which are received by RedBond Composites, S.L.U. (hereinafter “RedBOND,” or the “the Seller”), through the various distribution channels of RedBOND. Any order or request for quote of RedBOND Products made by an entity, whether physical or legal, (hereinafter “the Client”) shall entail the full acceptance of the GCS by the latter and without reservation, and the full acceptance of the specific conditions, the technical specifications and the commercial terms included in the Seller’s order confirmationas referred to in article 4 (hereinafter “Special Conditions”). The GCS together with the Special Conditions constitute the full agreement between the Client and the Seller and supersede and replace in full any contrary terms and conditions proposed by the Client, and any oral or written communication not included in these documents.Should a discrepancy arise between anything established in these GCS and the Special Conditions, the latter will prevail.
If for any reason the Seller objects to the application of these GCS or the Special Conditions at any given time, this does not mean that RedBOND waives the future invocation or application thereof.
The terms “RedBOND” or “the Seller” shall be understood as the legal entity or any other person acting in representation of RedBOND on any order or quote request for Products made by the Client. The term “the Client” shall be understood as the natural and / or legal entity requesting a quote or making an order for RedBOND Products. The term “Products” shall be understood as the goods which are described in the Special Conditions.. The term “Special Conditions” shall be understood as the technical specifications and commercial terms and conditions of each order confirmation of the Seller that complete the full agreement between the Client and the Seller as defined in the previous article.
3. AVAILABILITY OF THE PRESENT GCS
These GCS shall be delivered telematically to each new Client and shall be accessible at all times on the RedBOND website (www.redbondcomposites.com).
4. REQUIREMENTS OF THE REQUEST FOR QUOTE AND THE ORDER
For each order, the Client shall make a quotation request to the Seller, which shall be carried out telematically (either password-restricted access to SIGAConnect, password-restricted access to the Seller’s website, email or fax) and specifying the Product needs (dimensions, volumes, colours, thickness, etc.) All orders received by the Client shall previously and inevitably require the communication of the corresponding price included in the quote. The new Client, whether natural or legal, shall submit to RedBOND all identification information required to complete the New Client Form. Upon receipt of the request for quote, the Seller shall evaluate the request and make an offer to the Customer concerning both the Products and possible financing thereof, the granting of which in any case will be subject to thediscretion of RedBOND. This offer shall be valid for seven (7) calendar days from the date on which the offer was sent. The Client must place its order by electronic means within this period, unless otherwise indicated in the Special Conditions. The Seller will send an order confirmation that will be valid for three (3) calendar days. This order shall not be firm insofar as the Client does not send the order confirmation signed to the Seller in the specified time frame. If the Client does not receive express written notification from the Seller accepting and confirming the order, or if the Client does not sign and send the order on time, the order shall be deemed rejected for all purposes.
5. CANCELLATION AND / OR MODIFICATION OF ORDERS
Any cancellation and / or modification of an order made by the Client shall take effect only if made in writing, within twenty-four (24) hours after receipt by the Seller of the order confirmation signed by the Client and shall, in all respects, require the express written agreement of the Seller. Cancellations and / or modifications of orders shall not be accepted if Products constituting the order are partially or totally manufactured by the date of the written communication of the Client requesting the cancellation and / or modification, in which case the order must be accepted by the Client and paid in full. If the Seller has incurred additional expenses of any kind as a result of the cancellation and / or modification of the order by the Client, the additional expenses shall be borne by the Client, for which purpose the Seller may retain the advance payments of the Client.
6. DELIVERY OF PRODUCTS
Unless otherwise specified in the Special Conditions, the Seller fulfills its delivery obligations in any of the following situations: (i) by notice of availability and subsequent withdrawal of the order by the Client at the place designated by the Seller (ii) and / or withdrawal of the order by a carrier designated by the Client from the premises of the Seller, in which case all costs associated with the transport of the Product shall be borne by the Client and/or (iii)by delivering directly to the Client. With regard to the first mode, the Client must withdraw the order within seven (7) calendar days following the notification. Upon expiration of this term, and without prejudice to any action at the disposal of the Seller to enforce the contract, the Client shall pay the Seller an amount consisting of the costs of storage of the Products which the Client has not withdrawn within the agreed term. The amount, unless agreed otherwise in the Special Conditions, shall be five (5) % of the total price of the order in question per month and computed proportionately by days for periods of less than a month. If the Client has not withdrawn the Products after a period of forty-five (45) calendar days after the notice of availability of the order, communicated by the Seller, the Seller may consider the request unilaterally terminated by the Client, in which case RedBOND shall possess the right to sell the Products constituting the order to third parties. This however will not exempt the Client from the aforementioned costs of storage payment. The same rule shall apply in the event that the Product is withdrawn from the premises of the Seller by a carrier designated by the Client. In the exceptional event that the Seller accepts the direct delivery to the Client by using a carrier or company dedicated to the transport of goods and designated by the Seller, all transport expenses and the costs of Product placement in the establishment of the Client shall be borne by the Client. In any case, the Client shall provide all material and / or equipment necessary for the delivery of the Products. The Seller shall at all times deliver the Products packaged in accordance with its procedures. In the event that the Client requires special packaging, the cost thereof shall be borne by the Client.
7. DELIVERY TIME
The delivery time of the Products will be determined by the Seller, and shall be specified in the Special Conditions. The Seller may make partial deliveries. The delivery times are approximate, indicative and not binding upon the Seller. The failure to meet the delivery time will not generate an obligation for compensation, nor shall entitle the Client to withhold amounts payable to the Seller or cancel pending orders. Notwithstanding the foregoing, and unless there is force majeure, if the Product has not been delivered after sixty (60) calendar days of the delivery date specified in the Special Conditions, the sale may be terminated by either Party. The Client may obtain restitution of the advance payments, excluding any liability of the Seller, and such circumstances shall not entitle the Client to any compensation. The following are considered cases of force majeure: war, riots, fire, strikes, accidents and the impossibility of the Seller being supplied through no fault of its own and not attributable thereto. The Seller shall inform the Client of the cases and events described above in a timely
manner. Unless otherwise provided in the Special Conditions, the delivery period shall begin on the date of acceptance of the order by the Seller.
ARTÍCULO 8. ASSUMPTION OF RISK IN THE DELIVERY OF PRODUCTS
Without prejudice to the mode of delivery of the order agreed between the Client and the Seller in the Special Conditions, RedBOND shall not in any case assume responsibility for any loss, damage or deterioration of the Products which may arise during the transport thereof. With respect to potential claims of the Client, under which the Client may claim receiving Products of an inferior quality to what was ordered, and being Products that are sold packaged, the weight, measurements and amount of pallets indicated in the packing slip that is prepared at the time of departure from the warehouse shall be sufficient to demonstrate the quantities delivered.
9. PRODUCT RETURNS
The Client shall notify the Seller within (30) calendar days after the reception of the Products in case of dissatisfaction with the Products delivered if it has resulted from a clear and blatant manufacturing defect attributable to RedBOND. Such notification must include pictures, samples and traceability. In that case, the Seller will have the material replaced under the conditions agreed upon. In any case, RedBOND shall not assume any additional liability and the Client shall not have the right to any compensation, in particular for damages and / or losses resulting from the aforementioned, and those which may affect the Client as a result of the loss of production, impossibility and / or delay in the development of the business activity of the Client, or third parties related thereto. The Seller shall not be responsible for any measure unilaterally taken by the Client regarding the replacement of the Products or other related expenses.
10. LIABILITY OF THE SELLER
In any case, any liability of the Seller under the following circumstances shall be excluded: (i) if the loss, damage or deterioration of the Products is the result of an intervention or manipulation of the Products carried out by the Client, or a third party; (ii) if the lack of conformity with the Products delivered is due to a factor exogenous to the Product, including, without limitation but not limited to, environmental conditions of the establishment of the Client or the material conditions of the Client in which the Product is found; (iii) if the Products delivered are intended for use or misuse by the Client and contrary to the instructions of the Seller in respect thereof and, as a result of the negligent use, the Products themselves or any thing or person are damaged; (iv) if the non-compliance arises from the normal wear and tear of the Product or maintenance negligence or failing by the Client; (v) if the Client stores the Product in improper form and conditions and regardless of the time elapsed; and / or (vi) if it is the result of force majeure.
11. THE PRICE
Without prejudice to the means used by RedBOND to offer their Products (telematically, sales personnel, website, etc.) the prices quoted by the Seller shall be indicative and shall not be considered final or bind the Seller in any way, insofar as the order in question is not accepted and confirmed by RedBOND and the Client. Therefore, the Seller may modify the price thereof until the aforementioned order is confirmed. In any case, the only prices considered final and binding to the Seller shall be those listed in the corresponding order confirmation. The prices quoted by the Seller do not include VAT or any type of indirect tax, and its amount. Any tax, fee, tariff or other duty payable under Spanish law, the legislation of the country of destination of the Products, or a country of transit, shall be borne by the Client. All costs and expenses of transport, assembly and insurance, or additional expenses that may be incurred by the Seller as a result of the requirements of the Client to obtain special conditions which are not those commonly used in the procedures of the Seller, which includes, without limitation but not limited to, packages or special assemblies, urgent shipments, etc. shall also be borne by the Client.
The Seller shall issue an invoice for each delivery of Products. The date of dispatch of the Products will also be the date of issue of the invoice and the date of reference for
payments and other items related to payment. The Seller may opt to send the invoice to the Client by electronic means (either by email given by the Client or by the online platform SIGAConnect). The Client consents to receive electronic invoices. Notwithstanding the foregoing, the Client may opt to terminate the electronic invoicing service at any time by submitting a request to this end in writing or by email to firstname.lastname@example.org.
Unless otherwise specified in the Special Conditions, the payment of the price of the Products shall be paid in full on the date the order confirmation is signed by the Client and, in any event, prior to the issuance, shipment or delivery of the Products to the Client by the Seller. The payment of the price of the Products shall be made via bank deposit or transfer to the bank account designated by the Seller and specified in the Special Conditions.
14. DELAY OR FAILURE TO PAY
If the payment is not made by the due date, the Seller may summon the Client in order to receive the payment, suspending the manufacture and delivery of the Products and all other pending orders of the Client in question, without prejudice to all other actions that may legally correspond. Also, and regardless of the form of payment agreed upon by the Client and Seller in the Special Conditions, if a default should occur, interest for late payment of the money owed shall begin to accrue at a rate determined in accordance with Act 3/2004 of 29 December by which measures to combat late payments in commercial transactions are established, automatically and without formal notice to the Client in favour of the Seller until the actual payment is made. If within forty-eight (48) hours from when the Client is summoned the payment has not been made, the Seller shall be entitled to terminate the contract and any contracts entered into by the Client with RedBOND. In this event, the Seller shall be entitled to (i) request the return of the Products sold without prejudice to the right it has to compensation for the losses and damages incurred, and (ii) in the exceptional event that deferred payment is the method of payment agreed upon in the Special Conditions, the Seller shall be entitled to demand the immediate payment of the full amount without the need of a summons. The Seller may also terminate all or part of the orders of the Client, or of any other entity in the group of companies owned by the Client, or in which the Client has shares. In the event that the Seller does not opt for the termination of the remaining orders, the amounts owed by the Client for such other orders, or for any other causes, shall be immediately due. Furthermore, the Client shall reimburse the Seller for costs incurred for the recovery of the amounts due from administrative litigation and legal costs, including the professional fees of notaries, lawyers and solicitors.
15. RETENTION OF TITLE
The Seller retains ownership of the Products sold until the actual payment of the full price, interest, costs and accessories is made. Failure to pay any of the maturities shall grant the Seller the right to demand the Products sold. The Client is obliged to communicate the existence of this retention of title agreement to any third party desiring to acquire the Products from the Client. For the duration of the retention of title agreement, the Client agrees to maintain and preserve the Products in proper condition for the purposes to which they are intended and at its value, as well as maintain the labels or other material used to identify the Seller’s ownership of the Products. In the event that the Client fails to comply with its obligation to pay the Seller the price, interest, costs and accessories within the stipulated time, the Seller shall communicate the situation to the Client, indicating the date and time of the intended collection of the Products from the Client’s warehouse or, the Seller may opt to demand the free shipping of the Products to the Seller’s warehouse. In the event that the Client has transferred possession of the Products to a third party, or for whatever reason a third party has become the holder of the Products, the Client shall transfer the remedies available against the third party to the Seller, upon request thereby.
16. RIGHTS OF INDUSTRIAL AND INTELLECTUAL PROPERTY
Any patents, trademarks, trade names and other industrial property rights, as well as any intellectual property rights are property of the Seller. These include, and without limitation, all copyrights for the Products sold, as well as drawings, notes or specifications prepared by the Seller. No document submitted by the Seller may be copied or given to third parties without prior consent, and must be returned to the Seller when it is claimed thereby. The Client agrees not to remove the trademark, the reference of the patent, the registration concerning the right of reproduction or any other inscription or symbol related to the existence of intellectual and / or industrial property rights found on the Products, materials or documents submitted by the Seller.
In application of Article 1195 of the Civil Code, any amount owed by the Client to the Seller, and whose due date specified is not regulated, shall be compensated by the amounts that the Seller may owe the Client originating from other orders, provided there is prior written consent by the Seller.
18. DATA PROTECTION
Responsible: RedBOND Composites, S.L.U. Purpose: management of the customer relationship. Legitimacy: execution of a contract. Recipients: data will be disclosed, where appropriate,to the Public Administrations and to banking entities. Rights: you have the right to access, rectify and delete data as well as other rights, as explained in the additional information. Additional information: see additional and detailed information about data protection on www.redbondcomposites.com
The Client agrees to keep any information that has been provided by RedBOND in strict confidentiality unless such information is or becomes public knowledge, and shall not transmit it in whole or in part to any natural or legal entity, except to direct officers or employees or affiliates, or their external advisors.
20. GOVERNING LAW AND JURISDICTION
These GCS and the Special Conditionsshall be governed by and construed in accordance with the Common Spanish Legislation. For any questions which may arise concerning the interpretation, compliance, execution, rescission or termination of the GCSor the Special Conditions, the Parties shall submit to the jurisdiction and competence of the Courts of Madrid. Notwithstanding the foregoing, in accordance with Spanish law for any matters arising in connection with these GCS, the courts of the applicable registered office are deemed competent in accordance with Article 52 of the Code of Civil Procedure, or the alternative standard applicable at all times. The Client acknowledges his / her understanding of the entire contents of these GCS and manifests his / her adherence thereof. The GCS shall then form part of the contract between the Client and the Seller.